NSC Norfolk Southern Corp

On May 22, 2017, Norfolk Southern Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, to issue and sell $300 million aggregate principal amount of the Company’s 3.150% Senior Notes due 2027 (the “Notes”) at a public offering price equal to 99.847% of the aggregate principal amount of the Notes (the “Offering”). The Company estimates that the net proceeds from the Offering will be approximately $297.1 million, after deducting the underwriting discount and estimated Offering expenses payable by the Company. The Offering is expected to close on or about May 31, 2017, 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 Company 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 Company. 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 May 22, 2017, to the prospectus dated May 28, 2015 that form part of the Company’s effective Registration Statement on Form S-3 (File No. 333-202023) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended.