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Norfolk Southern comments on latest publicly disclosed, revised proposal from Canadian Pacific;

Board of directors will carefully consider revised proposal

Norfolk, Va. - Dec 16, 2015


Norfolk Southern Corporation (NYSE: NSC) ("the Company") today confirmed that the Company's board of directors will carefully consider the publicly disclosed, revised proposal from Canadian Pacific (TSX: CP) (NYSE: CP) with the assistance of its financial, legal and regulatory advisors.

Norfolk Southern noted that the latest revised proposal provides for a Contingent Value Right ("CVR"). Other than the addition of a CVR, the latest revised proposal did not change any of the terms of the prior, reduced proposal dated Dec. 7, 2015, that was previously unanimously rejected by the Norfolk Southern board, and did not address the substantial regulatory risks and uncertainties inherent in the proposed combination.

As Norfolk Southern previously stated, if Canadian Pacific is confident that its proposed voting trust structure works, Canadian Pacific can seek a declaratory order to that effect from the STB now. The STB has clear, statutorily-established authority to issue declaratory orders to remove uncertainty, and there is precedent for it doing so in the voting trust context.

Morgan Stanley & Co. LLC and Bank of America Merrill Lynch are acting as financial advisors to Norfolk Southern Corporation and Skadden, Arps, Slate, Meagher & Flom LLP, Hunton & Williams LLP, and Morrison & Foerster LLP are acting as legal advisors.

About Norfolk Southern
Norfolk Southern Corporation (NYSE: NSC) is one of the nation’s premier transportation companies. Its Norfolk Southern Railway Company subsidiary operates approximately 20,000 route miles in 22 states and the District of Columbia, serves every major container port in the eastern United States, and provides efficient connections to other rail carriers. Norfolk Southern operates the most extensive intermodal network in the East and is a major transporter of coal, automotive, and industrial products.

Forward-Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of the safe harbor provision of the Private Securities Litigation Reform Act of 1995, as amended, including but not limited to statements regarding the indication of interest made by Canadian Pacific Railway Limited. In some cases, forward-looking statements may be identified by the use of words like "believe," "expect, " "anticipate," "estimate," "plan," "consider," " project," and similar references to the future. Forward-looking statements are made as of the date they were first issued and reflect the good-faith evaluation of the Company's management of information currently available. These forward- looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control, including future actions that may be taken by Canadian Pacific Railway Limited in furtherance of its unsolicited proposal. These and other important factors, including those discussed under " Risk Factors" in the Company's Form 10-K for the year ended December 31, 2014, as well as the Company's other public filings with the SEC, may cause our actual results, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. 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, whether as a result of new information, the occurrence of certain events or otherwise, unless otherwise required by applicable securities law.


Media Inquiries: 
Frank Brown, 757-629-2710 (

Investor Inquiries:
Katie Cook, 757-629-2861 (


Joele Frank / Dan Katcher / Andrew Siegel
Joele Frank, Wilkinson Brimmer Katcher