NSC Norfolk Southern Corp

On October 24, 2019, Norfolk Southern Corporation (the “Registrant”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, to issue and sell (i) $400,000,000 aggregate principal amount of the Registrant’s 2.550% Senior Notes due 2029 (the “2029 Notes”) at a public offering price equal to 99.641% of the aggregate principal amount of the 2029 Notes, and (ii) $400,000,000 aggregate principal amount of the Registrant’s 3.400% Senior Notes due 2049 (the “2049 Notes” and, together with the 2029 Notes, the “Notes”) at a public offering price equal to 99.089% of the aggregate principal amount of the 2049 Notes (collectively, the “Offering”).

The Registrant estimates that the net proceeds from the Offering will be approximately $787.6 million, after deducting the underwriting discounts and estimated Offering expenses payable by the Registrant. The Offering is expected to close on or about November 4, 2019, subject to satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and covenants among the parties. These representations, warranties and covenants are not representations of factual information to investors about the Registrant or its subsidiaries, and the sale of any Notes pursuant to the Underwriting Agreement is not a representation that there has not been any change in the condition of the Registrant. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

The Notes have been offered pursuant to a prospectus supplement, dated October 24, 2019, to the prospectus dated February 5, 2018, that form part of the Registrant’s effective Registration Statement on Form S-3 (File No. 333-222869) filed by the Registrant with the Securities and Exchange Commission under the Securities Act of 1933, as amended.