TEXT-S&P rates Norfolk Southern senior unsecured notes

Sept 4 - Standard & Poor's Ratings Services said today that it has assigned
its 'BBB+' issue-level rating to Norfolk Southern Corp.'s new $600
million senior unsecured notes due 2042. Norfolk Southern will use proceeds from
the debt issuance to fund general corporate purposes.

The ratings on Norfolk, Va.-based Norfolk Southern reflect its solid
competitive position as one of the two large eastern freight railroads, its
strong liquidity position, and the favorable industry risk characteristics of
the U.S. freight railroad industry. Price competition from other railroads and
trucking companies and the capital intensity of the industry partially offset
these strengths.

Given stable freight volumes and favorable pricing trends, we expect Norfolk
Southern to maintain satisfactory operating profitability and generate a ratio
of funds from operations (FFO) to total debt in the 35% to 40% area in 2012.
We characterize the company's business risk as "strong," its financial risk as
"intermediate," and its liquidity as "strong."

As of June 30, 2012, Norfolk Southern's credit ratios were acceptable for the
ratings, including FFO to total debt of 36%, debt to capital at 49%, and
EBITDA interest coverage of 8.7x. Favorable prices, cost controls, and the
company's commitment to moderate financial policies are key underpinnings of
the ratings.

If the financial profile weakens, either as a result of greater-than-expected
shareholder rewards or earnings pressures, resulting in FFO to total debt
consistently falling below 30%, we could lower the ratings.

Although less likely, we could raise the ratings if earnings growth results in
FFO to total debt rising above 45% and debt to total capital consistently
falling below 40%.

RELATED CRITERIA AND RESEARCH
-- Top 10 Investor Questions: North American Railroads, Aug. 17, 2012
-- Summary: Norfolk Southern Corp., April 26, 2012
-- Infrastructure Spending Keeps Rails And Trucks Moving In The U.S.,
March 26, 2012
-- Credit FAQ: What's Ahead For The Railroad Sector In 2012?, Dec. 8,
2011
-- Liquidity Descriptors For Global Corporate Issuers, Sept. 28, 2011
-- Business Risk/Financial Risk Matrix Expanded, May 27, 2009
-- 2008 Corporate Criteria: Analytical Methodology, April 15, 2008

RATINGS LIST

Norfolk Southern Corp.
Corporate Credit Rating BBB+/Stable/A-2

New Rating

Norfolk Southern Corp.
Senior unsecured notes due 2042 BBB+