Norfolk Southern Corporation's 2008 Annual Report summarizes the company's strong financial performance in 2008. Some key highlights include record operating revenues and income, an improved operating ratio of 71.1%, and continued growth in net income and earnings per share. The report also discusses Norfolk Southern's focus on safety, service quality, growing its business, supporting communities, and investing in infrastructure and technology to position the company for long-term success.

1. Norfolk Southern Corporation | Annual Report 2008

2. Norfolk Southern
system map
2
Description of Business
Norfolk Southern Corporation (NYSE: NSC) is one of the nation’s premier
transportation companies. Its Norfolk Southern Railway subsidiary operates
approximately 21,000 route miles in 22 states and the District of Columbia,
serving every major port in the eastern United States and providing superior
connections to western rail carriers. Norfolk Southern operates the most extensive
intermodal network in the East and is North America’s largest rail carrier of metals
and automotive products.

3. financial highlights
Norfolk Southern Corporation & Subsidiaries
(numbers in millions, except per-share amounts)
2008 2007 2006
For the Year
$ 10,661 $ 9,432 $ 9,407
Railway operating revenues
$ 3,084 $ 2,585 $ 2,557
Income from railway operations
$ 1,716 $ 1,464 $ 1,481
Net income
$ 4.60 $ 3.74 $ 3.63
Per share — basic
$ 4.52 $ 3.68 $ 3.57
Per share — diluted
$ 1.22 $ .96 $ .68
Dividends per share
27% 26% 19%
Dividend pay-out ratio
$ 2,715 $ 2,333 $ 2,206
Cash provided by operating activities
$ 1,558 $ 1,341 $ 1,178
Property additions
$ 1,157 $ 992 $ 1,028
1
Free cash flow1
At Year End
$ 26,297 $ 26,144 $ 26,028
Total assets
$ 6,667 $ 6,368 $ 6,600
Total debt
$ 9,607 $ 9,727 $ 9,615
Stockholders’ equity
366.2 379.3 397.4
Shares outstanding
$ 26.23 $ 25.64 $ 24.19
Stockholders’ equity per share
Financial Ratios (%)
71.1% 72.6% 72.8%
Operating ratio
41.0% 39.6% 40.7%
Debt to total capitalization
(1) Free cash flow as used here is defined as cash provided by operating activities minus
property additions and is a measure of cash available for other investing activities and
financing activities, including repurchases of common stock and dividends.
Free Cash Flow1
Total Stockholder Returns Railway Operating Revenue Income from Railway
Operations (in millions) (in millions)
(dollars) (in millions)
$10,661 $3,084
$350 $9,407 $9,432 $1,157
$2,557 $2,585
$300 $1,028
$992
$250
$200
$150
$100
$ 50
$0
06 07 08
06 07 08 06 07 08
Dec. 04 Dec. 05 Dec. 06 Dec. 07 Dec. 08
Norfolk Southern Corp. Common Stock S&P Railroad Stock Price Index
S&P Composite-500 Stock Price Index
* Assumes that the value of the investment in Norfolk Southern Corporation
common stock and each index was $100 on Dec. 31, 2003, and that all
dividends were reinvested. Data furnished by Bloomberg Financial Markets.

4. Fellow
shareholders
I write this letter to you at a time of extraordinary trainee programs for new college
turbulence in our nation’s and the world’s economies. hires, and our operations supervisor
The old curse – “May you live in interesting times” – trainee program for people with prior
has fallen upon us with a vengeance, and the current working experience. Like many other
economic uncertainty seems likely to continue for some companies, we face challenges with
time into the future. the demographics of our work force,
Your company and the customers we serve are not and these programs, which have been
immune to this period of turbulence, and our performance nationally recognized, are ensuring
in 2009 will be challenged as a result. However, we remain that we will have a strong and diverse
2 very optimistic about our longer-term prospects, and a look management team in place for many
at our 2008 results shows many of the reasons why. years to come.
Quite simply put, 2008 was a terrific year for Norfolk Our initiatives to drive service
Southern. Even though our traffic volumes declined, improvements for our customers
through proper planning and cost controls we set records also saw success in 2008, and we
for railway operating revenues, income from railway continue to be recognized as a service
operations, net income, and diluted earnings per share. leader in the rail industry. Superior rail
Our operating ratio improved by 1.5 percentage points service is the product of a number of
to 71.1, our best operating ratio ever. We continued to things: solid infrastructure, properly
provide superior results for our shareholders as well, by maintained and reliable locomotives
raising our annual dividend 27 percent and buying back and rolling stock, a well-designed
19.4 million shares of stock. operating plan, and a committed,
We made important strides with our other key focused work force with the tools and
constituencies as well. First and foremost, in terms of technology to support their efforts.
our people who are Norfolk Southern’s true competitive We have them all. Norfolk Southern
advantage, we were awarded our 19th consecutive is a service company, and we are
E. H. Harriman Gold Medal Award for employee safety acutely aware that we must continue
as the safest major U.S. railroad. No single fact better to improve our transportation
illustrates the commitment that every NS employee products if we want to capture all
brings to doing his or her job safely and well. I ran out of the opportunities that are available
of superlatives to describe their performance a long time to us and realize the full value of
ago. 2008 was another strong year for our safety process, those products.
and we remain intent on our ultimate goal of zero 2008 saw us continue as well our
incidents and zero injuries. initiatives to support the communities
We also strengthened our other human resource we serve. We have increased our
initiatives. Among the most important are our programs emphasis on sustainability by
to bring new people into our management team. We naming the industry’s first corporate
continue to enhance and expand our management sustainability officer, creating

5. innovative programs to reduce the amount of energy
we consume in our operations, and increasing our use
of alternative energy sources. Railroads truly are the
environmentally friendly mode of transportation, and we
believe that actively working to improve our environmental
footprint is not only the responsible thing to do, but it
makes good business sense as well.
In 2009, we’ll continue all of the initiatives that
helped strengthen NS in 2008. We are in extraordinarily
3
challenging times, but we have built the foundations to
be able to meet those challenges successfully, and we’ll officials, and I’m optimistic that we’ll Norfolk Southern’s
management team
stay focused on a few key drivers of the business as we see considerable progress on the
(left to right):
manage through the downturn. project in 2009. Jim Hixon,
executive vice
First, we’ll continue to manage our costs aggressively In closing, as you’ll see, this is
president law and
while still providing a superior level of customer service. a new way of presenting our annual corporate relations;
Norfolk Southern has a long history of effective cost report. The enclosed DVD gives you Don Seale,
executive vice
controls, and we have the tools and technology to resize the chance to see and hear from president and chief
our operations quickly in response to changing business some NS employees about what they marketing officer;
John Rathbone,
conditions. At the same time, we’ll try to mitigate the do every day to help our company
executive vice president
impact on our work force to the fullest extent possible. succeed. They’re representatives administration;
Wick Moorman,
Guided by our Track 2012 strategic initiatives, we’ll of the whole NS team – talented,
chairman, president and
continue to invest in the company in order to keep the creative, and driven to make our chief executive officer;
property strong and continue our improvement programs. company a success. They’re great Mark Manion,
executive vice
Put simply, we won’t sacrifice longer-term opportunities for people, too, and I’m happy and proud
president operations;
short-term profits. This downturn will be over some day, to be part of the team. Steve Tobias,
vice chairman and
and we will be ready to take full advantage of the business
chief operating officer;
prospects that will be there when it ends. Jim Squires,
Sincerely,
Finally, we’ll continue to aggressively pursue new executive vice
president finance
business development initiatives and to ensure that we and chief financial
realize the appropriate value for our superior transportation officer; and
Deb Butler,
services. Our strategy to create new business corridors
executive vice president
has helped drive our growth in recent years, and we’re Wick Moorman planning and chief
information officer.
now working hard to develop our biggest project to date, Chairman, President
the Crescent Corridor. It’s an exciting concept to work and Chief Execuitve Officer
with government and our trucking partners in a public-
private partnership to take a million or more trucks off the
highways. We’re seeing a very positive response by public

6. voices
Play video s tories online at w w w.n svo i c e s.c o m o r o n e n c l o se d D V D
John Kraemer, a Roanoke-based From Roanoke, Alan Shaw’s team
marketing group vice president, coordinates Norfolk Southern’s coal,
manages a diverse portfolio of coke, and iron ore network, which
business that includes agriculture, accounts for more than 25 percent
fertilizer, and consumer products. of the railroad’s total freight tonnage.
Kraemer works in the Industrial Surging worldwide demand for U.S.
Products group that also serves coal made 2008 a record year for
shippers of chemicals, paper, clay, the company’s coal franchise.
and forest products as well as metals
4 and construction material. Norfolk
Southern, the largest rail carrier of
metals in North America, serves
38 major steel processors. The
Neville Wilson in Atlanta helps agriculture sector, which accounted
for 28 percent of all industrial product
ensure that the more than 200
carloads in 2008, moves tons of
trains operating each day on the
wheat, soybeans, corn, ethanol, and
Georgia Division are moving safely
and efficiently. Wilson, the division’s
assistant superintendent, oversees
operations on 1,800 miles of the
The railroad in 2008 moved about
railroad’s 21,000-mile rail network.
194 million tons of coal, coke, and
“Our job is to provide the level and
iron ore to steel furnaces, industrial
quality of service our customers
sites, more than 100 power plants
have come to expect from Norfolk
in the eastern United States, and to
Southern,” says Wilson, who joined
29 countries overseas. Says Shaw,
the company 11 years ago. “Safety
a Norfolk Southern group vice
and service are the heart of
president, “Through investments in
everything we do. We measure our
other commodities. “We serve technology and better scheduling
performance every day, 365 days
industries that are vital to the of our coal train network, we’ve
a year, to make sure we meet and
exceed the needs of our customers.” economy, both here in the United been able to reduce transit times
States and around the world,” says and improve customer service while
Kraemer, who joined the railroad as a handling record demand.”
management trainee 32 years ago.

7. As an Indianapolis-based manager Under division manager
Jeff Monday’s watch, more than
in the Industrial Development
Department, Dayne Tate scours 1,200 freight containers move in and
the state of Indiana for sites where out of the Rickenbacker Intermodal
companies can build on Norfolk Terminal every day. The state-of-the-
Southern rail lines. In 2008, 115 art terminal in Columbus, Ohio, which
companies built or expanded opened in 2008, provides customers
facilities on the system – companies with access to key markets in the
such as Louis-Dreyfus, which began Midwest. Norfolk Southern serves
5
operating a biodiesel and soybean 48 intermodal terminals spread
processing plant in Claypool, Ind., across its rail system. “We have the
that is one of the largest in the
world. The work of the Industrial
Shari Hulin’s job is finding the people Development Department grows
business for the railroad and brings
who will become the next generation
new jobs and economic growth to
of Norfolk Southern employees for a
the communities Norfolk Southern
company that BusinessWeek ranks
as one of the top 50 places to launch serves. Notes Tate: “Over the past
20 years, we’ve helped nearly 2,000
a career. Norfolk-based Hulin,
industries locate or expand on our
manager of professional recruiting,
system. That translates into more than
says the company puts a premium
100,000 new jobs and over 2 million
on work-force diversity because
additional carloads of freight.”
it gives the railroad a competitive
advantage by “fostering innovation
most extensive intermodal network in
and giving us a better understanding
the East,” says Monday, who joined
of our customers and the
the railroad 13 years ago in his native
communities we serve.” Military
Chicago. “We’re investing in facilities
veterans, she says, also make
such as Rickenbacker to meet the
good employees because of their
future demand for intermodal service.”
commitment to safety and strong
work ethic. “We’re dedicated to hiring
and retaining the best people, and
our training and recruiting programs
help us do just that,” Hulin says.

8. voices
Play video s tories online at w w w.n svo i c e s.c o m o r o n e n c l o se d D V D
Bob Billingsley
joined Norfolk
Southern as a
junior engineer
more than 30
years ago.
Today, his
6 Roanoke-based
job as director of
structural projects
has put him in charge When it comes to green, says
Jerri Parks, Norfolk Southern
of the Heartland Corridor, a rail
freight route that, when completed is continually looking for ways
in 2010, will cut 24 hours off the to reduce its environmental
transit times between Virginia ports footprint. Railroads are
and the Midwest. NS and federal the most environmentally
and state governments are funding friendly mode of ground
the project through a public-private transportation, able to move
partnership. Once completed, the a ton of freight 436 miles
Heartland Corridor will help relieve on a gallon of fuel. Parks
highway congestion and reduce notes Norfolk Southern was
carbon emissions. “We’re raising the first railroad to appoint a
the clearance through 28 tunnels sustainability officer and in
so we’ll be able to run double- 2008 issued its first corporate
stacked trains through them,” sustainability report. The railroad also has invested heavily in
Billingsley explains. “It’s a win improving the environmental performance of its locomotives, putting
for the railroads, it’s a win for our it ahead of all other freight railroads in meeting federal emissions
customers, and it’s a win for the standards. “We’re committed,” says Parks, Norfolk-based director of
communities we serve.” intermodal systems, “to protecting the quality of our environment and
to helping our customers reduce their carbon footprints.”

9. board directors of
Members of the board of directors of Norfolk Southern
are (front row left to right) Michael D. Lockhart,
Karen N. Horn, J. Paul Reason, Gene R. Carter,
(back row left to right) Burton M. Joyce, Steven F. Leer,
Landon Hilliard, Charles W. Moorman, Alston D. Correll,
Gerald L. Baliles, and Daniel A. Carp.
7
Gerald L. Baliles, 68, of Charlottesville, Va., has been director of Karen N. Horn, 65, of Lyme, Conn., is partner with
the Miller Center of Public Affairs at the University of Virginia since Brock Capital Group. Her board service began in 2008;
April 2006. He is a former governor and attorney general of Virginia. her current term expires in 2011.
His board service began in 1990; his current term expires in 2011. Committees: Finance, Governance and Nominating
Committees: Executive, Finance (chairman), Governance and Nominating
Burton M. Joyce, 67, of South Pasadena, Fla., is former
Daniel A. Carp, 60, of Naples, Fla., is nonexecutive chairman chairman of IPSCO Inc., a leading steel producer. His board service
of Delta Air Lines, Inc., and formerly served as chairman and chief began in November 2003; his current term expires in 2010.
executive officer of Eastman Kodak Company. His board service Committees: Audit, Compensation
began in January 2006; his current term expires in 2009.
Steven F. Leer, 56, of St. Louis, Mo., is chairman and chief
Committees: Audit, Compensation
executive officer of Arch Coal, Inc., one of the nation’s largest
Gene R. Carter, 69, of Spotsylvania, Va., is executive director coal producers. His board service began in 1999; his current
and chief executive officer of the Association for Supervision and term expires in 2009.
Curriculum Development, one of the world’s largest international Committees: Finance, Governance and Nominating
education associations. His board service began in 1992; his current
Michael D. Lockhart, 59, of Lancaster, Pa., is chairman,
term expires in 2011.
president, and chief executive officer of Armstrong World Industries,
Committees: Audit (chairman), Compensation, Executive
Inc. His board service began in 2008; his current term expires in 2009.
Alston D. Correll, 67, of Atlanta, Ga., became chairman of Committees: Audit, Finance
Atlanta Equity Investors, LLC, a private equity firm, in September
Charles W. Moorman, 57, of Virginia Beach, Va., is chairman,
2007, and is chairman emeritus of Georgia-Pacific Corporation. His
president and chief executive officer of Norfolk Southern Corporation.
board service began in 2000; his current term expires in 2010.
His board service began in 2005; his current term expires in 2009.
Committees: Compensation (chairman), Executive,
Committee: Executive (chairman)
Governance and Nominating
J. Paul Reason, 67, Admiral, USN, retired, of Washington, D.C.,
Landon Hilliard, 69, of Oyster Bay Cove, N.Y., is a partner of
is a member of the Naval Studies Board at the National Academy of
Brown Brothers Harriman & Co., a private bank in New York City.
Sciences. His board service began in 2002; his current term
His board service began in 1992; his current term expires in 2010.
expires in 2011.
Committees: Executive, Finance, Governance and Nominating (chairman)
Committees: Audit, Compensation

10. officers
Charles W. Moorman William A. Galanko Equal
Vice President Law
Employment
Chairman, President
and Chief Executive Officer
Opportunity
Tim A. Heilig
Stephen C. Tobias Policy
Vice President Mechanical
Vice Chairman and
Robert E. Huffman Norfolk Southern
Chief Operating Officer
Vice President Intermodal Operations Corporation’s policy
Deborah H. Butler is to comply with all
Robert M. Kesler, Jr.
Executive Vice President Planning
and Chief Information Officer Vice President Taxation applicable laws,
regulations, and
James A. Hixon David T. Lawson
executive orders
Executive Vice President Law Vice President Industrial Products
and Corporate Relations
8 concerning equal
H. Craig Lewis
Mark D. Manion employment
Vice President Corporate Affairs
Executive Vice President Operations opportunity and
Bruno Maestri nondiscrimination
John P. Rathbone Vice President Government Relations
and to offer
Executive Vice President Administration
Robert E. Martínez employment on
Donald W. Seale Vice President Business Development
the basis of
Executive Vice President
Michael R. McClellan
and Chief Marketing Officer qualification and
Vice President Intermodal
James A. Squires performance,
and Automotive Marketing
Executive Vice President Finance regardless of race,
Harold R. Mobley
and Chief Financial Officer
religion, color,
Vice President Labor Relations
Daniel D. Smith national origin,
William J. Romig
Senior Vice President Energy gender, age, sexual
and Properties Vice President and Treasurer
orientation, veteran
Joseph C. Dimino Marta R. Stewart status, the presence of
Vice President Audit and Compliance Vice President and Controller a disability, or any other
Timothy J. Drake Gerhard A. Thelen legally protected status.
Vice President Engineering Vice President Operations
Planning and Support
Cindy C. Earhart
Charles J. Wehrmeister
Vice President Human Resources
Vice President Safety and Environmental
Fredric M. Ehlers
Thomas G. Werner
Vice President Customer Service
Vice President Information Technology
Terry N. Evans
F. Blair Wimbush
Vice President Operations
Planning and Budget Vice President Real Estate
and Corporate Sustainability Officer
John H. Friedmann
Howard D. McFadden
Vice President Strategic Planning
Corporate Secretary

11. stockholder
Information
Common Stock Dividends Dividend Reinvestment Plan
Ticker symbol: NSC At its January 2009 meeting, the Stockholders whose names appear on
Common stock of Norfolk Southern corporation’s board of directors declared their stock certificates (not a street or
Corporation is listed and traded on a quarterly dividend of 34 cents per broker name) are eligible to participate
the New York Stock Exchange. share on its common stock, payable on in the Dividend Reinvestment Plan.
March 10, 2009, to stockholders of
Publications The plan provides a convenient,
record on Feb. 6, 2009.
Upon written request, the corporation’s economical and systematic method
annual and quarterly reports on Norfolk Southern Corporation usually of acquiring additional shares of
Forms 10-K and 10-Q will be furnished pays quarterly dividends on its common the corporation’s common stock
free to stockholders. Write to: Corporate stock on or about March 10, June 10, by permitting eligible stockholders
Communications Department, Norfolk Sept. 10 and Dec. 10, when and if of record to reinvest dividends.
Southern Corporation, Three Commercial declared by the board of directors to The plan’s administrator is BNY Mellon
Place, Norfolk, Va. 23510-9227. stockholders of record. The corporation Shareowner Services.
has paid 106 consecutive quarterly
A notice and proxy statement for the For additional information,
dividends since its inception in 1982.
annual meeting of stockholders are dial 866.272.9472.
Account Assistance
furnished to stockholders in advance
Financial Inquiries
For assistance with lost stock certificates,
of the meeting.
James A. Squires
transfer requirements and the Dividend Executive Vice President
Upon request, a stockholder may Finance and
Reinvestment Plan, contact:
Chief Financial Officer
receive a printed copy of the Corporate
Norfolk Southern Corp.
Registrar and Transfer Agent
Governance Guidelines, board Three Commercial Place
Norfolk, Va. 23510-9215
BNY Mellon Shareowner Services
committee charters, Code of Ethics, 757.629.2845
480 Washington, Blvd., 29th Floor
and Code of Ethical Conduct for Senior
Jersey City, N.J. 07310
Financial Officers. Contact the Corporate Investor Inquiries
Leanne D. Marilley
866.272.9472
Secretary, Norfolk Southern Corporation,
Director Investor Relations
Three Commercial Place, Norfolk, Va. Norfolk Southern Corp.
For assistance with address changes, Three Commercial Place
23510-9219. This information also is
Norfolk, Va. 23510-9215
dividend checks and direct deposit of
available on the NS Web site. 757.629.2861
dividends, contact:
Ethics & Compliance Hotline Corporate Offices
Assistant Corporate Secretary
High ethical standards always have Executive Offices
Norfolk Southern Corp.
Stockholder Records
been key to Norfolk Southern’s
Annual Meeting Three Commercial Place
Norfolk Southern Corporation Norfolk, Va. 23510-9227
success. Anyone who may be aware
757.629.2600
May 14, 2009
Three Commercial Place
of a violation of the corporation’s ethical
10 a.m. EDT
Norfolk, Va. 23510-9219
standards or a conflict of interest, The Kimball Theatre Regional Offices
800.531.6757
or has a concern or complaint regarding 428 W. Duke of Gloucester St. 1200 Peachtree St. N.E.
Williamsburg, Va. Atlanta, Ga. 30309
the corporation’s financial reporting,
accounting, internal controls or 110 Franklin Road S.E.
Roanoke, Va. 24042
auditing matters is encouraged to
report such information to the Ethics
Annual Report
& Compliance Hotline, 800.732.9279.
Requests & Information
Reports can be made anonymously and 800.531.6757
without fear of retaliation.

12. Safety: We put safety first by taking care of the people around us
and following the rules.
values
Performance: We are performance driven and committed to providing
quality customer service. We act on facts and are accountable for results.
Integrity: We do the right thing. We are open, fair, honest, and straightforward.
Respect: We believe in the importance of all of our stakeholders.
We value the ideas and beliefs of our co-workers.
Innovation: We constantly seek new ideas and creative solutions to business challenges.
Teamwork: We believe that working together always produces the best results.
our vision Be the safest, most customer-focused, and successful
transportation company in the world.
S Norfolk Southern Corporation
Three Commercial Place
Norfolk, VA 23510-9217
www.nscorp.com
29.0109.x426.200K