Bond Norfolk Southern Railways 6% ( US655844BD96 ) in USD

Norfolk Southern Railways

100 % ▼

United States

US655844BD96 ( in USD )

6% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Norfolk Southern Corp US655844BD96 en USD 6%, maturity Perpetual

2 000 USD

400 000 000 USD

655844BD9

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

23/05/2026 ( In 105 days )

Norfolk Southern Corporation is a major freight railroad company in the eastern United States, operating a network spanning 22 states and the District of Columbia.

The Bond issued by Norfolk Southern Railways ( United States ) , in USD, with the ISIN code US655844BD96, pays a coupon of 6% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual

The Bond issued by Norfolk Southern Railways ( United States ) , in USD, with the ISIN code US655844BD96, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Norfolk Southern Railways ( United States ) , in USD, with the ISIN code US655844BD96, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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CALCULATION OF REGISTRATION FEE

Proposed
Proposed

Title of Each Class of
Amount to be
Maximum
Maximum
Amount of
Securities to be Registered
Registered
Offering
Aggregate
Registration Fee
Price
Offering Price
(1)
6% Notes due May 23, 2111
$400,000,000
100.00%
$400,000,000
$46,440.40

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-158240
PROSPECTUS SUPPLEMENT
(To Prospectus Dated March 27, 2009)
$400,000,000

6.000% Senior Notes due 2111
_______________
We are offering $400 million aggregate principal amount of our 6.000% senior notes due 2111 (the "Notes"). The Notes
will bear interest at a rate of 6.000% per year. We will pay interest on the Notes on May 23 and November 23 of each year,
beginning November 23, 2011. The Notes will mature on May 23, 2111. We may redeem the Notes prior to maturity, in
whole or in part, as described in this prospectus supplement.
The Notes will be unsecured obligations and rank equally with our other unsecured senior indebtedness. The Notes will
be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The Notes will not be listed on any securities exchange.
____________________

Price to
Underwriting
Proceeds to us

Public (1)
Discount

(before expenses) (1)
Per Note

100.00%

1.00%
99.00%
Total

$ 400,000,000
$
4,000,000
$
396,000,000
____________
(1) Plus accrued interest, if any, from May 23, 2011.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these
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securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The Notes will be ready for delivery in book-entry form through the facilities of The Depository Trust Company and its
participants, including Euroclear Bank, S.A./N.V., and Clearstream Banking, société anonyme, on or about May 23, 2011.
_______________

Sole Book Running Manager
Morgan Stanley
_______________
The date of this prospectus supplement is May 18, 2011
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TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THE PROSPECTUS SUPPLEMENT
S-2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-2
WHERE YOU CAN FIND MORE INFORMATION
S-3
FORWARD-LOOKING STATEMENTS
S-3
SUMMARY
S-4
USE OF PROCEEDS
S-6
RATIO OF EARNINGS TO FIXED CHARGES
S-7
DESCRIPTION OF THE NOTES
S-8
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS
S-17
UNDERWRITING
S-19
LEGAL MATTERS
S-22
EXPERTS
S-22

Prospectus
ABOUT THIS PROSPECTUS
1
WHERE YOU CAN FIND MORE INFORMATION
2
FORWARD-LOOKING STATEMENTS
4
NORFOLK SOUTHERN CORPORATION
5
RISK FACTORS
5
USE OF PROCEEDS
5
RATIO OF EARNINGS TO FIXED CHARGES
5
DESCRIPTION OF SECURITIES
6
DESCRIPTION OF DEBT SECURITIES
6
DESCRIPTION OF CAPITAL STOCK
16
DESCRIPTION OF WARRANTS
18
DESCRIPTION OF DEPOSITARY SHARES
20
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
23
PLAN OF DISTRIBUTION
24
LEGAL MATTERS
25
EXPERTS
25

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ABOUT THE PROSPECTUS SUPPLEMENT
You should rely only upon the information contained in this prospectus supplement, the accompanying prospectus and
the documents they incorporate by reference. We have not authorized any other person to provide you with different or
additional information. If anyone provides you with different or additional information, you should not rely on it. Neither we
nor the underwriter are making an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You
should assume the information appearing or incorporated by reference in this prospectus supplement and the accompanying
prospectus is accurate only as of the date of the document in which such information appears. Our business, financial
condition, results of operations and prospects may have changed since those dates.
This prospectus supplement contains the terms of this offering of Notes. The Description of the Notes in this prospectus
supplement supersedes in its entirety the description of debt securities contained in the accompanying prospectus under
"Description of Debt Securities." This prospectus supplement may add, update or change other information contained or
incorporated by reference in the accompanying prospectus. In addition, the information incorporated by reference in the
accompanying prospectus may have added, updated or changed information in the accompanying prospectus. If information
in this prospectus supplement is inconsistent with any information in the accompanying prospectus (or any information
incorporated therein by reference), this prospectus supplement will apply and will supersede such information in the
accompanying prospectus.
It is important for you to read and consider all information contained in this prospectus supplement, the accompanying
prospectus and the documents they incorporate by reference in making your investment decision. You should also read and
consider the additional information under the captions "Incorporation of Certain Documents by Reference" and "Where You
Can Find More Information."
In this prospectus supplement, except as otherwise indicated, "Norfolk Southern," "we," "our," "us" or the "Company"
refer to Norfolk Southern Corporation and its consolidated subsidiaries. References herein to a fiscal year shall mean the
fiscal year ended December 31.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows certain issuers, including the Company, to "incorporate by reference" information into a prospectus such
as this one, which means that we can disclose important information about us by referring you to those documents and that
such incorporated documents are considered part of this prospectus supplement. Any statement contained in this prospectus
supplement or a document incorporated by reference into this prospectus supplement will be deemed to be modified or
superseded for purposes of this prospectus supplement to the extent that a statement contained herein or therein, or in any
other subsequently filed document that also is deemed to be incorporated herein or therein by reference, modifies or
supersedes such statement. A statement so modified or superseded will not be deemed, except as so modified or superseded,
to constitute a part of this prospectus supplement. We incorporate by reference into this prospectus supplement the
documents set forth below that have been previously filed with the SEC, provided, however, that we are not incorporating
any information furnished rather than filed on any Current Report on Form 8-K or Form 8-K/A:
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the "Fiscal 2010 Form 10-K");
Our Definitive Proxy Statement on Schedule 14A, as filed with the SEC on March 23, 2011;
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (the "Quarterly Report on Form 10-Q");
Our Current Reports on Form 8-K dated January 27, 2011, February 28, 2011, March 21, 2011, May 13, 2011 and
May 18, 2011 and on Form 8-K/A dated May 18, 2011; and
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We also incorporate by reference any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, provided, however, that we are not incorporating any information we furnish rather than file with
the SEC.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, prospectus and other information with the SEC. You may read and copy any
document we file at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains our reports, proxy and other information regarding us at http://www.sec.gov. You may read and
copy reports and other information we file at the office of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005. Information about the Company is also available to the public from our website at http://www.nscorp.com.
The information on our website is not incorporated by reference into this prospectus supplement, and you should not consider
it a part of this prospectus.
This prospectus supplement contains summaries of the material terms of certain documents and refers you to certain
documents that we have filed with the SEC. Copies of these documents, except for certain exhibits and schedules, will be
made available to you without charge upon written or oral request to:
Investor Relations
Norfolk Southern Corporation
Three Commercial Place
Norfolk, Virginia 23510-2191
(757) 629-2861
FORWARD-LOOKING STATEMENTS
This prospectus supplement contains forward-looking statements that may be identified by the use of words like
"believe," "expect," "anticipate" and "project." Forward-looking statements reflect management's good-faith evaluation of
information currently available. However, such statements are dependent on and, therefore, can be influenced by a number of
external variables over which management has little or no control, including: legislative and regulatory developments;
transportation of hazardous materials as a common carrier by rail; acts of terrorism or war; general economic conditions;
impacts of environmental regulations on utility coal customers and/or the value of certain company assets; competition and
consolidation within the transportation industry; the operations of carriers with which the Company interchanges; disruptions
to the Company's technology infrastructure, including computer systems; labor difficulties, including strikes and work
stoppages; results of litigation; natural events such as severe weather, hurricanes, and floods; unavailability of qualified
personnel due to unpredictability of demand for rail services; fluctuation in supplies and prices of key materials, in particular
diesel fuel; and changes in securities and capital markets. For a discussion of significant risk factors applicable to the
Company, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as well as other risks identified
in our public filings. Forward-looking statements are not, and should not be relied upon as, a guarantee of future performance
or results, nor will they necessarily prove to be accurate indications of the times at or by which any such performance or
results will be achieved. As a result, actual outcomes and results may differ materially from those expressed in forward-
looking statements. The Company undertakes no obligation to update or revise forward-looking statements.
S-3
SUMMARY
This summary highlights the information contained elsewhere, or incorporated by reference, in this prospectus
supplement. Because this is only a summary, it does not contain all of the information that may be important to you. For
a more complete understanding of this offering, we encourage you to read this entire prospectus supplement, the
accompanying prospectus and the documents to which we refer you. You should read the following summary together
with the more detailed information and consolidated financial statements and the notes to those statements included
elsewhere in this prospectus supplement and the accompanying prospectus and incorporated by reference herein.
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The Company
Norfolk Southern Corporation is a Norfolk, Virginia based company that controls a major freight railroad, Norfolk
Southern Railway Company. Norfolk Southern Railway Company ("Norfolk Southern Railway" or "NSR") is primarily
engaged in the rail transportation of raw materials, intermediate products and finished goods primarily in the Southeast,
East and Midwest and, via interchange with other rail carriers, to and from the rest of the United States. Norfolk
Southern also transports overseas freight through several Atlantic and Gulf Coast ports. Norfolk Southern provides
comprehensive logistics services and offers the most extensive intermodal network in the eastern half of the United
States. The common stock of Norfolk Southern is listed on the New York Stock Exchange (NYSE) under the symbol
"NSC."
Through a limited liability company, Norfolk Southern and CSX Corporation ("CSX") jointly own Conrail Inc.,
whose primary subsidiary is Consolidated Rail Corporation ("CRC"). Norfolk Southern has a 58% economic and 50%
voting interest in the jointly owned entity, and CSX has the remainder of the economic and voting interests. CRC owns
and operates certain properties for the joint and exclusive benefit of NSR and CSX Transportation Inc. (see Note 5 to the
consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31,
2010, incorporated herein by reference).
Our executive offices are located at Three Commercial Place, Norfolk, Virginia 23510-2191, and our telephone
number is (757) 629-2600.
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The Offering
The following is a brief summary of some of the terms of this offering. For a more complete description of the terms
of the Notes, see "Description of the Notes" herein.
Issuer
Norfolk Southern Corporation.

Notes Offered
$400 million aggregate principal amount of 6.000% senior
notes due 2111 (the "Notes").

Maturity
May 23, 2111.

Interest
We will pay interest on the Notes at the rate of 6.000% per
year in cash semi-annually in arrears on May 23 and
November 23 of each year, beginning on November 23,
2011. Interest on the Notes will be computed on the basis of
a 360-day year comprised of twelve 30-day months.

Ranking
The Notes will be unsecured obligations of Norfolk Southern
and will rank equally with each other and with all other
unsecured and unsubordinated indebtedness of Norfolk
Southern from time to time outstanding.

Optional Redemption
We may redeem some or all of the Notes, in whole or in part,
at any time or from time to time, at the redemption price set
forth in this prospectus supplement. See "Description of the
Notes-- Optional Redemption."

Certain Covenants
The Indenture governing the Notes contains covenants that,
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among other things, will limit our ability to incur certain
additional indebtedness.

Use of Proceeds
The net proceeds from this offering after deducting the
underwriter's discount and our estimated expenses will be
approximately $395.8 million. We intend to use the net
proceeds of this offering for general corporate purposes.

Governing Law
State of New York.

Risk Factors
See the risk factors described in our Fiscal 2010 Form 10-K
(together with any material changes thereto contained in
subsequent filed Quarterly Report on Form 10-Q) and those
contained in our other filings with the SEC during this fiscal
year, which are incorporated by reference in this prospectus
supplement. Before deciding to invest in the Notes, you
should carefully consider those risks.

Trustee
U.S. Bank Trust National Association (the "Trustee").

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USE OF PROCEEDS
Our net proceeds from this offering will be approximately $395.8 million, after deducting the underwriter's discount and
our estimated offering expenses. We expect to use the net proceeds of this offering for general corporate purposes.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for the periods indicated:

Three-Months

Year Ended December 31,

Ended

2006
2007
2008
2009
2010
March 31, 2011
Ratio of earnings to
fixed
charges(a)

4.88x
5.07x

6.34x

4.05x

5.36x
4.87x

(a) For purposes of computing the ratios of earnings to fixed charges, earnings represents income from continuing operations before income taxes, plus (a) the
sum of (i) total interest expenses and (ii) amortization of capitalized interest, less (b) income of partially owned entities. Fixed charges are calculated as the sum of (i)
interest expense on debt, (ii) interest expense on unrecognized tax benefit, (iii) other interest expense, (iv) calculated interest portion of rent expense and (v)
capitalized interest.
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DESCRIPTION OF THE NOTES
The following description of the Notes we are offering supersedes the description of the general terms and provisions of
our debt securities set forth in the accompanying prospectus under "Description of Debt Securities." References in this
section to "Norfolk Southern," "we," "our," "us" or the "Company" refer to Norfolk Southern Corporation only.
The Notes will be senior debt issued under a supplement to an indenture, dated as of June 1, 2009, as to be supplemented
as of the settlement date of this offering (the "Indenture"), between Norfolk Southern and U.S. Bank Trust National
Association (the "Trustee").
General
The Notes will bear interest at a rate of 6.000% per year. Interest will be payable semi-annually on May 23 and
November 23 of each year, beginning November 23, 2011. Interest on the Notes will be paid to holders of record on the May
9 or November 9 immediately before the interest payment date. If any interest payment date, redemption date or the maturity
date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were
made on the date such payment was due, and no interest shall accrue on the amount so payable for the period from and after
such interest payment date or such maturity date, as the case may be. "Business Day" means any day, other than a Saturday
or Sunday, or a day on which banking institutions in the City of New York are authorized or required by law, regulation,
executive order or governmental decree to close. Interest, principal and any premium will be payable in U.S. dollars at the
Trustee's New York corporate trust office, which is located at 100 Wall Street, Suite 1600, New York, New York 10005. The
Notes will mature on May 23, 2111. The Notes will be issued only in denominations of $2,000 and integral multiples of
$1,000 in excess thereof. There will be no sinking fund payments for the Notes.
Ranking
The Notes will be senior unsecured obligations of Norfolk Southern and will rank equally with each other and with all of
our other senior unsecured indebtedness. As of March 31, 2011, prior to giving effect to the offering of the Notes, we had
$3.4 billion of outstanding senior indebtedness (none of which is secured indebtedness) not including the debt of our
subsidiaries. Because we are a holding company, the Notes effectively will rank junior to all liabilities of our subsidiaries. As
of March 31, 2011, total liabilities (other than intercompany liabilities) of our railroad subsidiaries were approximately $11.8
billion and debt of our railroad subsidiaries was approximately $816 million.
Optional Redemption
The Notes may be redeemed in whole at any time or in part from time to time, at our option, at a redemption price equal
to the greater of (1) 100% of their principal amount or (2) the sum of the present values of the remaining scheduled payments
of principal and interest on the Notes to be redeemed, discounted to the date of redemption on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 30 basis points for the Notes, plus
accrued and unpaid interest on the principal amount being redeemed to the redemption date.
"Treasury Yield" means, with respect to any redemption date, (1) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15
(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption
"Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within
three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue will be determined and the Treasury Yield will be interpolated or extrapolated from such yields
on a straight line basis, rounding to the nearest month) or (2) if such release
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