Bond Norfolk Southern Railways 3.4% ( US655844CD87 ) in USD

Norfolk Southern Railways

75.76 % ▼

United States

US655844CD87 ( in USD )

3.4% per year ( payment 2 times a year)

31/10/2049

Prospectus brochure of the bond Norfolk Southern Corp US655844CD87 en USD 3.4%, maturity 31/10/2049

2 000 USD

400 000 000 USD

655844CD8

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

01/05/2026 ( In 83 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.

Norfolk Southern Corp. issued a USD 400,000,000 bond (CUSIP 655844CD8, ISIN US655844CD87) maturing October 31, 2049, currently trading at 75.76% of par with a 3.4% coupon, paying semi-annually, rated BBB+ by S&P and Baa1 by Moody's, with a minimum purchase size of 2,000 bonds.

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-222869
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Maximum
Title of Each Class of
Amount to be
Maximum
Aggregate
Amount of
Securities to be Registered

Registered

Offering Price

Offering Price

Registration Fee(1)
2.550% Senior Notes due 2029

$400,000,000

99.641%

$398,564,000

$51,733.61
3.400% Senior Notes due 2049

$400,000,000

99.089%

$396,356,000

$51,447.01

(1)
Calculated in accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 5, 2018)
$800,000,000

$400,000,000 2.550% Senior Notes due 2029
$400,000,000 3.400% Senior Notes due 2049

We are offering $400 million aggregate principal amount of our 2.550% senior notes due 2029 (the "2029 Notes") and $400 million aggregate principal amount
of our 3.400% senior notes due 2049 (the "2049 Notes" and, together with the 2029 Notes, the "Notes"). The 2029 Notes will bear interest at a rate of 2.550% per year,
and the 2049 Notes will bear interest at a rate of 3.400% per year. We will pay interest semi-annually in arrears on the Notes on May 1 and November 1 of each year,
beginning on May 1, 2020. The 2029 Notes will mature on November 1, 2029, and the 2049 Notes will mature on November 1, 2049. We may redeem a series of Notes
prior to maturity in whole at any time or in part from time to time, at our option, 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.

Investing in the Notes involves risks that are described in the "Risk Factors" section beginning on page S-4 of this
prospectus supplement and similar sections in our filings with the Securities and Exchange Commission that are incorporated
or deemed incorporated by reference herein.

Per
Per

2029 Note
Total

2049 Note
Total

Price to Public (1)

99.641%
$398,564,000
99.089%
$396,356,000
Underwriting Discount

0.650%
$
2,600,000

0.875%
$
3,500,000
Proceeds to us (before expenses) (1)

98.991%
$395,964,000
98.214%
$392,856,000

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(1)
Plus accrued interest, if any, from November 4, 2019.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these 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,
SA/NV, and Clearstream Banking, S.A., on or about November 4, 2019.

Joint Book-Running Managers

BofA Securities

Morgan Stanley

Wells Fargo Securities
Co-Managers

Capital One Securities

Fifth Third Securities

MUFG
PNC Capital Markets LLC

SMBC Nikko

The Williams Capital Group, L.P.

US Bancorp
The date of this prospectus supplement is October 24, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THE PROSPECTUS SUPPLEMENT
S-ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-iv
WHERE YOU CAN FIND MORE INFORMATION
S-v
FORWARD-LOOKING STATEMENTS
S-v
SUMMARY
S-1
RISK FACTORS
S-4
USE OF PROCEEDS
S-6
DESCRIPTION OF THE NOTES
S-7
U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
S-14
UNDERWRITING
S-17
LEGAL MATTERS
S-22
EXPERTS
S-22
Prospectus

Page
ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

17
DESCRIPTION OF WARRANTS

19
DESCRIPTION OF DEPOSITARY SHARES

21
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

24
PLAN OF DISTRIBUTION

25
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LEGAL MATTERS

26
EXPERTS

26

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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, and the underwriters 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 underwriters 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 that 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. 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 and the accompanying
prospectus.
In this prospectus supplement, except as otherwise indicated or the context otherwise requires, "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.
Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus Regulation (as defined
below). This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area (the "EEA") will only be made to a legal entity which is a qualified investor under the Prospectus Regulation ("Qualified
Investors"). Accordingly, any person making or intending to make any offer in that Relevant Member State of Notes which are the subject of the offering
contemplated in this prospectus supplement and the accompanying prospectus may only do so with respect to Qualified Investors. Neither Norfolk
Southern Corporation nor the underwriters have authorized, nor do they authorize, the making of any offer of the Notes other than to Qualified Investors.
The expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
Prohibition of sales to EEA retail investors - The Notes are not intended to be offered, sold or otherwise made available to, and should not be
offered, sold or otherwise made available to, any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of
Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by
Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
The communication of this prospectus supplement, the accompanying prospectus and any other document or materials relating to the issue of the
Notes offered hereby is not being made, and such documents and/or

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materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act
2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the
United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as
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defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion
Order")), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, the Notes offered
hereby are only available to, and any investment or investment activity to which this prospectus supplement and the accompanying prospectus relates will
be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus
supplement or the accompanying prospectus or any of their contents.

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Table of Contents
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission (the "SEC") allows certain issuers, including the Company, to "incorporate by reference" information into
a prospectus supplement 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:

·
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the SEC on February 8, 2019 (the "Fiscal 2018

Form 10-K");

·
Our Definitive Proxy Statement on Schedule 14A, as filed with the SEC on March 29, 2019;

·
Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2019, as filed with the SEC on April 24, 2019, for the quarter ended

June 30, 2019, as filed with the SEC on July 24, 2019, and for the quarter ended September 30, 2019, as filed with the SEC on October 23,
2019; and

·
Our Current Reports on Form 8-K, as filed with the SEC on January 23, 2019, January 25, 2019, February 8, 2019, February 11, 2019,

March 5, 2019, March 26, 2019, March 27, 2019, May 1, 2019, May 8, 2019, May 14, 2019, June 3, 2019, July 29, 2019 (Items 8.01 and
9.01), July 29, 2019 (Item 8.01), August 28, 2019 and September 24, 2019.
We also incorporate by reference any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), provided, however, that we are not incorporating any information we furnish rather than file with the SEC.

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Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, prospectuses and other information with the SEC. The SEC maintains an Internet site that contains our
reports, proxy and other information regarding us at http://www.sec.gov. 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 or the accompanying prospectus,
and you should not consider it a part of this prospectus supplement or the accompanying 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
1200 Peachtree Street, NE
Atlanta, Georgia 30309
(470) 867-4807
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FORWARD-LOOKING STATEMENTS
This prospectus supplement, including the information incorporated by reference herein, contains forward-looking statements that may be identified
by the use of words like "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "project," "consider,"
"predict," "potential," "feel" or other comparable terminology. Forward-looking statements reflect our good-faith evaluation of information available at the
time the forward-looking statements were made. However, such statements are dependent on and, therefore, can be influenced by a number of external
variables over which we have little or no control, including: transportation of hazardous materials as a common carrier by rail; acts of terrorism or war;
general economic conditions including, but not limited to, fluctuation and competition within the industries of our customers; competition and
consolidation within the transportation industry; the operations of carriers with which we interchange; disruptions to our technology infrastructure,
including computer systems; labor difficulties, including strikes and work stoppages; commercial, operating, environmental, and climate change legislative
and regulatory developments; results of litigation; natural events such as severe weather, hurricanes, and floods; unpredictable demand for rail services;
fluctuation in supplies and prices of key materials, in particular diesel fuel; volatility in energy prices; and changes in securities and capital markets. For a
discussion of significant risk factors applicable to us, see Part I, Item 1A, "Risk Factors," and Part II, Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," in the Fiscal 2018 Form 10-K. 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. We undertake
no obligation to update or revise forward-looking statements.

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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 and therein.
The Company
Norfolk Southern Corporation is a Norfolk, Virginia based company that owns a major freight railroad, Norfolk Southern Railway Company
("NSR"). 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 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 under the symbol "NSC."
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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Table of Contents
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 2.550% senior notes due 2029 (the "2029
Notes") and $400 million aggregate principal amount of 3.400% senior notes due 2049 (the
"2049 Notes" and, together with the 2029 Notes, the "Notes").
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Maturity Dates
November 1, 2029 with respect to the 2029 Notes and November 1, 2049 with respect to the
2049 Notes.

Interest
We will pay interest on the 2029 Notes at the rate of 2.550% per year and interest on the
2049 Notes at the rate of 3.400% per year. Interest on the Notes will accrue from November
4, 2019 and be paid in cash semi-annually in arrears on May 1 and November 1 of each year,
beginning on May 1, 2020. 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 our direct, unsecured unsubordinated obligations and will rank equally in
right of payment with all of our other existing and future unsecured and unsubordinated
indebtedness. The Notes will be effectively subordinated to existing and future indebtedness
and other liabilities of our subsidiaries, to the interest of existing and future holders of
preferred stock of our subsidiaries and to any of our existing and future secured
indebtedness.

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

Change of Control Repurchase Event
Upon the occurrence of a Change of Control Repurchase Event (as defined herein), each
holder of Notes may require us to repurchase all or a portion of such holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof, plus accrued interest
to, but not including, the repurchase date. See "Description of the Notes--Change of Control
Repurchase Event."

Certain Covenants
The Indenture governing the Notes contains covenants that, among other things, will limit
our ability to:

· create liens on the stock or debt of NSR;

· incur Funded Debt (as defined under "Description of Debt Securities" in the

accompanying prospectus); and

· consolidate with or merge into, or sell, assign, transfer, convey, lease or otherwise

dispose of all or substantially all of our assets to, another person.

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Use of Proceeds
The net proceeds from this offering after deducting the underwriting discounts and our
estimated expenses will be approximately $788.0 million. We intend to use the net proceeds
of this offering for general corporate purposes, which may include the repayment of existing
indebtedness and the repurchase of outstanding shares of our common stock pursuant to our
share repurchase authorization.

Governing Law
State of New York.

Risk Factors
See the risk factors described herein under the heading "Risk Factors," in the Fiscal 2018
Form 10-K 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 National Association.
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RISK FACTORS
Before making any investment decision, including whether to participate in this offer, you should carefully consider the risk factors below as well as
the risk factors discussed in Part I, Item 1A, "Risk Factors," as well as Part II, Item 7, "Management's Discussion and Analysis of Financial Condition
and Results of Operations," in the Fiscal 2018 Form 10-K, which is incorporated by reference in this prospectus supplement. See "Incorporation of
Certain Documents by Reference." Based on the information currently known to us, we believe that the foregoing and the following information identifies
all known material risk factors relating to the Notes and affecting this offer. However, the risks and uncertainties are not limited to those set forth in the
risk factors referred to above and described below. Additional risks and uncertainties not presently known to us or that we currently believe to be less
significant than these risk factors may also adversely affect our business. In addition, past financial performance may not be a reliable indicator of future
performance, and historical trends should not be used to anticipate results or trends in future periods. References in this section to "Norfolk Southern,"
"we," "our," "us" or the "Company" refer to Norfolk Southern Corporation only unless the context otherwise requires.
Risks Relating to the Notes
We may not be able to repurchase the Notes upon a Change of Control Repurchase Event.
Upon the occurrence of a Change of Control Repurchase Event, each holder of Notes will have the right to require us to repurchase all or any part of
such holder's Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of
repurchase. If we experience a Change of Control Repurchase Event, we cannot assure you that we would have sufficient financial resources available to
satisfy our obligations to repurchase the Notes. Furthermore, debt agreements to which we are a party at such time may contain restrictions and provisions
limiting our ability to repurchase the Notes, and our ability to repurchase the Notes may also be limited by law. Our failure to repurchase the Notes as
required under the indenture governing the Notes would result in a default under such indenture, which could have material adverse consequences to us and
the holders of the Notes. See "Description of the Notes--Change of Control Repurchase Event."
The Change of Control Repurchase Event provision applicable to the Notes provides only limited protection.
The definition of the term "Change of Control Repurchase Event" in the indenture governing the Notes is limited and does not cover a variety of
transactions (such as acquisitions by us and recapitalizations or "going private" transactions by our affiliates) that could negatively affect the value of the
Notes. A Change of Control under the indenture governing the Notes may only occur if there is a change in the controlling interest in our business. For a
Change of Control Repurchase Event to occur, there must be not only a Change of Control as defined in that indenture, but also a ratings downgrade to
below investment grade resulting therefrom. If we were to enter into a significant corporate transaction that negatively affects the value of the Notes, but
would not result in a Change of Control Repurchase Event, you would not have any rights to require us to repurchase the Notes prior to their maturity and
may be required to hold the Notes despite the occurrence of such a transaction, which could materially and adversely affect your investment. See
"Description of the Notes--Change of Control Repurchase Event."
We conduct our operations through our subsidiaries, and claims of holders of the Notes will be structurally subordinated to those of creditors and any
preferred equity holders of our subsidiaries.
We are a holding company, and we conduct substantially all of our operations through our subsidiaries. We perform management, legal, financial,
tax, consulting, administrative and other services for our subsidiaries. Our principal sources of cash are from external financings, dividends and advances
from our subsidiaries, investments, payments by our subsidiaries for services rendered, and interest payments from our subsidiaries on cash advances. The
amount of dividends available to us from our subsidiaries largely depends upon each subsidiary's earnings and

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operating capital requirements. The ability of our subsidiaries to make any payments to us will depend upon the terms of any credit facilities or other debt
instruments of the subsidiaries, upon the subsidiaries' earnings, business and tax considerations and legal restrictions.
As a result of our holding company structure, the Notes effectively rank junior to all existing and future debt, trade payables and other liabilities, and
preferred equity of our subsidiaries. Our right and the right of our creditors to participate in the assets of any of our subsidiaries upon any liquidation or
reorganization of any such subsidiary will be subject to the prior claims of that subsidiary's creditors, including trade creditors and preferred equity holders,
except to the extent that we may ourselves be a creditor of such a subsidiary. As of September 30, 2019, total liabilities (other than intercompany
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liabilities) of our railroad subsidiaries were approximately $11.5 billion and total debt of our railroad subsidiaries was approximately $846 million.
We cannot assure you that active trading markets will develop or be maintained for the Notes.
Each series of Notes is a new issue of securities for which there is currently no trading market. We cannot guarantee:

·
the liquidity or sustainability of any market that may develop for either series of Notes;

·
your ability to sell the Notes; or

·
the price at which you might be able to sell the Notes.
Liquidity of any market for a series of the Notes, and future trading prices of such Notes, will depend on many factors, including:

·
prevailing interest rates;

·
any redemption by us of such Notes;

·
our operating results; and

·
the market for similar securities.
The underwriters have advised us that they currently intend to make a market in the Notes, but they are not obligated to do so and may cease any
market-making at any time without notice. In addition, the underwriters' market-making activities will be subject to limits imposed by the Securities Act of
1933, as amended (the "Securities Act"), and the Exchange Act. It may be difficult for you to find a buyer for the Notes at the time you want to sell them
and, even if you find a buyer, you might not receive the price you want.

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USE OF PROCEEDS
Our net proceeds from this offering will be approximately $788.0 million, after deducting the underwriting discounts and our estimated offering
expenses. We intend to use the net proceeds of this offering for general corporate purposes, which may include the repayment of existing indebtedness and
the repurchase of outstanding shares of our common stock pursuant to our share repurchase authorization.

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DESCRIPTION OF THE NOTES
The following description of the Notes we are offering supplements and, to the extent applicable, 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 unless the context otherwise requires.
The Notes will be senior debt issued under an indenture, dated as of February 28, 2018, as supplemented by a supplement thereto to be entered into
on the settlement date of this offering (together, the "Indenture"), between Norfolk Southern and U.S. Bank National Association, as trustee (the
"Trustee").
General
The 2029 Notes will bear interest at a rate of 2.550% per year, and the 2049 Notes will bear interest at a rate of 3.400% per year, in each case with
interest payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2020 (the "interest payment dates"). Interest on the
Notes will be paid to holders of record on the April 15 or October 15, as the case may be, 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, redemption date or the maturity date, as the case may be. "Business Day" means any day, other than a Saturday, a Sunday or a
day on which banking institutions in The City of New York, New York are authorized or obligated 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
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100 Wall Street, Suite 1600, New York, New York 10005. The 2029 Notes will mature on November 1, 2029, and the 2049 Notes will mature
on November 1, 2049. 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 our direct, unsecured unsubordinated obligations and will rank equally in right of payment with all of our other existing and future
unsecured and unsubordinated indebtedness. As of September 30, 2019, prior to giving effect to the offering of the Notes, we had $10.9 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 and preferred equity of our subsidiaries. See "Risk Factors--Risks Relating to the Notes--We conduct
our operations through our subsidiaries, and claims of holders of the Notes will be structurally subordinated to those of creditors and any preferred equity
holders of our subsidiaries." As of September 30, 2019, total liabilities (other than intercompany liabilities) of our railroad subsidiaries were approximately
$11.5 billion and debt of our railroad subsidiaries was approximately $846 million.
Optional Redemption
The 2029 Notes and the 2049 Notes may be redeemed in whole at any time or in part from time to time, at our option, as described below.
If the 2029 Notes or the 2049 Notes are redeemed prior to the date that is three months prior to the maturity date for the 2029 Notes or six months
prior to the maturity date for the 2049 Notes, the redemption price for such Notes to be redeemed will be equal to the greater of (1) 100% of their principal
amount or (2) the sum of the

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present value of the remaining scheduled payments of principal and interest on the Notes to be redeemed, to and including the date that is three months
prior to the maturity date for the 2029 Notes or six months prior to the maturity date for the 2049 Notes (exclusive of interest accrued to, but not including,
the date of redemption), 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 15 basis points for the 2029 Notes and 20 basis points for the 2049 Notes, plus accrued and unpaid interest on the principal
amount being redeemed to, but not including, the redemption date.
If the 2029 Notes or the 2049 Notes are redeemed on or after the date that is three months prior to the maturity date for the 2029 Notes or six months
prior to the maturity date for the 2049 Notes, the redemption price for the Notes to be redeemed will equal 100% of the principal amount of such Notes,
plus accrued and unpaid interest to, but not including, 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 date that is three months prior to the maturity date for the 2029 Notes or six months prior to the maturity date for
the 2049 Notes, 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 (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual
equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price of such redemption date. The Treasury Yield will be calculated on the third Business Day
preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity most
comparable to the date that is three months prior to the maturity date for the 2029 Notes or six months prior to the maturity date for the 2049 Notes, that
would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a
maturity comparable to the remaining term of the applicable Notes.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.
"Comparable Treasury Price" means, (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of (i) BofA Securities, Inc., Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC; and (ii) two
other primary U.S. Government securities dealers in New York, New York ("Primary Treasury Dealers") appointed by the Company and their respective
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successors; provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer or otherwise fails to provide a Reference Treasury
Dealer Quotation, the Company will substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means a quotation for a Comparable Treasury Issue provided by a Reference Treasury Dealer.

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Change of Control Repurchase Event
If a Change of Control Repurchase Event occurs with respect to a series of Notes, unless the Company has exercised its right to redeem the
applicable series of Notes as described above, the Company will make an offer to each holder of the applicable series of Notes to repurchase all or any part
(in integral multiples of $1,000) of that holder's Notes at a repurchase price (the "repurchase price") in cash equal to 101% of the aggregate principal
amount of such Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the repurchase date. Within 30 days
following a Change of Control Repurchase Event or, at the Company's option, prior to a Change of Control, but after the public announcement of such
Change of Control, the Company will mail, or cause to be mailed, a notice to each holder of the applicable series of Notes, with a copy to the Trustee,
describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the
applicable series of Notes on the payment date specified in the notice (such offer the "repurchase offer" and such date the "repurchase date"), which
repurchase date will be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if
mailed prior to the date of consummation of the Change of Control, state that the repurchase offer is conditioned on a Change of Control Repurchase Event
occurring on or prior to the repurchase date.
The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to
the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To
the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the
Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of
Control Repurchase Event provisions of the Notes by virtue of such conflict.
On the repurchase date following a Change of Control Repurchase Event, the Company will, to the extent lawful:

(1)
accept for payment all Notes or portions of Notes properly tendered pursuant to the repurchase offer;

(2)
deposit with the Trustee or with such paying agent as the Trustee may designate an amount equal to the aggregate repurchase price for all

Notes or portions of Notes properly tendered; and

(3)
deliver, or cause to be delivered, to the Trustee the Notes properly accepted, together with an Officers' Certificate stating the aggregate

principal amount of Notes being repurchased by the Company pursuant to the repurchase offer and that all conditions precedent to the
repurchase by the Company of Notes pursuant to the repurchase offer have been complied with.
The Trustee will promptly mail, or cause the paying agent to promptly mail, to each holder of Notes, or portions of Notes, properly tendered the
repurchase price for such Notes, or portions of such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry)
to each holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered, as applicable; provided that each new note will
be in a principal amount equal to $2,000 and integral multiples of $1,000 in excess thereof.
The Company will not be required to make a repurchase offer upon a Change of Control Repurchase Event if a third party makes such an offer in the
manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all Notes or
portions of Notes properly tendered and not withdrawn under its offer.
For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:
"Below Investment Grade Ratings Event" means, with respect to a series of Notes, on any day within the 60-day period (which period shall be
extended so long as the rating of such Notes is under publicly announced

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consideration for a possible downgrade by any Rating Agency) after the earlier of (1) the occurrence of a Change of Control; or (2) public notice of the
occurrence of a Change of Control or the intention by the Company to effect a Change of Control, such Notes are rated below investment grade by each and
every Rating Agency. Notwithstanding the foregoing, a Below Investment Grade Ratings Event otherwise arising by virtue of a particular reduction in
rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Ratings
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