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2014 CONTRIBUTIONS ANNUAL REPORT

OUR MISSION

Norfolk Southern Foundation was established in 1983 to direct and implement Norfolk Southern Corporation’s

charitable giving programs. Through strategic investments in educational, cultural, environmental and

human service organizations within the region served by Norfolk Southern, the Foundation seeks to raise the

standards of such programming, thereby enhancing the quality of life for Norfolk Southern employees and

enhancing the “livability” of the communities it serves.

NORFOLK SOUTHERN’S INTENT IS TO HELP ENSURE THAT:

• Our region’s children are provided with first-class educational opportunities that make them

productive and valued citizens and employees in the future;

• Our communities can provide basic human services (food, shelter and medical care)

to those in need;

• Our communities can offer their citizens access to cultural opportunities that make life

more enjoyable; and

• Our communities can provide residential and work environments that are safe,

attractive and desirable.

As a major employer in both large and small communities throughout the eastern United States, Norfolk

Southern takes seriously its role as a corporate citizen and its responsibility to commit resources, both

human and financial, to the improvement of those communities for the benefit of our employees and our

neighbors. This commitment is acknowledged in Norfolk Southern’s Corporate Creed.

CONTENTS2. THE YEAR IN REVIEW

4. ASSETS

5. CONTRIBUTIONS BY FUND

5. CONTRIBUTIONS BY CATEGORY

6. ITEMIZED CONTRIBUTIONS BY CATEGORY 6. Community relations 7. Education 8. Culture and the Arts 10. Business and Economic Development 10. Civic and Community 11. Environmental 11. Non-cash gifts

12. MATCHING GIFTS

13. GOOD GOVERNMENT FUND CONTRIBUTIONS

13. LOCAL-DISCRETION GRANT PROGRAM

13. DIVERSITY

14. CONTRIBUTIONS BY MAJOR GEOGRAPHIC LOCATION 14. Atlanta 14. Hampton Roads 14. Roanoke

15. LONG-TERM PLEDGES

17. 2015 FUNDING STATUS

2014 Norfolk Southern Foundation Annual Report | 1

THE YEAR IN REVIEWFollowing a record 2013 year of giving made possible by the historic and unprecedented Corporate donation

of $2,277,000 from the sale of its untitled 1959 Mark Rothko painting to targeted non-profits in Roanoke and

Norfolk, Norfolk Southern continued to invest in its communities through expanded giving programs. For

the purpose of equalizing year-to-year comparisons, all 2013 figures in this year’s report do not include the

special Rothko gift, but rather are reflective of our typical giving levels.

The combination of cash contributions and non-cash donations in 2014 by the Foundation and the

Corporation exceeded those in the previous year by 17.7%. Total cash and non-cash contributions for 2014

were $13,799,381, compared with $11,724,400 in 2013.

Total cash contributions by the Foundation and the Corporation for grants, Matching Gifts and business-

related programs totaled $13,150,001 in 2014. This total includes matching contributions of $994,489 to

designated charities under the Corporation’s Good Government Fund (GGF) Matching Contributions Program.

The Foundation awarded a total of $6,985,866 in cash in 2014 (almost flat from the year prior), including 443

grants (a slight decrease of 9.0% from 2013) and 1,263 Matching Gifts (down 2.0% from 2013). The average

Matching Gift increased by 8.7%, from $1,285 in 2013 to $1,397 in 2014.

Since its establishment in 1983, the Foundation has contributed nearly $145 million to thousands of charitable

organizations throughout Norfolk Southern’s territory. In the last five years, it has provided more than $32.7

million in contributions. Although Norfolk Southern’s focus has evolved over the years, the Foundation has

maintained a record of significant support in the areas of education, arts and cultural programming, as well

as the United Way organizations in communities in which the Corporation’s employees live and work.

2 | 2014 Norfolk Southern Foundation Annual Report

In addition to funding provided by the Foundation, the Corporation provides direct funding that includes

corporate sponsorships and memberships; contributions to nonprofit organizations, such as volunteer fire

departments; and non-cash gifts to eligible organizations. The latter may include donations of real estate,

rolling stock, track materials, and in-kind transportation. In 2014, the Corporation made total contributions,

including non-cash donations and GGF-related matching contributions, of $6,813,515.

The table below compares the total charitable contributions by category as of December 31 for the last five years:

2014 2013 2012 2011 2010

Foundation $ 6,985,866 6,948,479 6,984,677 6,191,545 5,584,647

Business* $ 3,698,646 2,513,128 2,383,207 2,363,292 2,048,608

Corporate** $ 2,465,489 1,982,102 2,120,652 2,430,252 1,719,925

Cash $ 13,150,001 11,443,709 11,488,536 10,985,089 9,353,180

Non-cash $ 649,380 280,691 1,514,401 672,889 498,691

Total $ 13,799,381 11,724,400 13,002,937 11,657,978 9,851,871

* Business includes corporate memberships in organizations such as Chambers of Commerce.

** Corporate includes GGF - related matching contributions, starting in 2008 ($652,049); 2009 ($699,171); 2010 ($748,387);

2011 ($750,252); 2012 ($788,652); 2013 ($894,402); 2014 ($994,489). Additionally, 2013 Corporate included the special Rothko gifts

totaling $2,277,000 which are excluded from these totals.


FOUNDATION ASSETSAS OF DECEMBER 31, 2014, THE FOUNDATION HELD THE FOLLOWING ASSETS:

Cash (checking account) $3,815,160.52

Total $3,815,160.52

In 2014, Norfolk Southern Corporation donated cash to the Foundation in the amount of $583,000 per

month during the twelve-month period, for a total of $6,996,000.

The cash value of Foundation assets on April 30, 2015, was $4,314,919.31.


CONTRIBUTIONS BY FUND (INCLUDES GGF – RELATED MATCHING CONTRIBUTIONS)

CONTRIBUTIONS BY CATEGORY (EXCLUDES GGF – RELATED MATCHING CONTRIBUTIONS)

18% Corporate

20% Memberships & Dues

7% Sponsorships

5% Non-Cash

50% Foundation

14% Matching Gifts

5% Non-Cash

2% Environmnetal

6% Civic & Community

28% Business & Economic

Development

13% United Way

9% Health & Human Services

10% Education

13% Culture & Arts


ITEMIZED CONTRIBUTIONS BY CATEGORY (major grants are itemized)

By Norfolk Southern Foundation and Norfolk Southern Corporation (excluding matching gifts

and GGF-related matching contributions)

COMMUNITY RELATIONS

United Way 2013 2014 % Difference

Hampton Roads $236,500 $240,000 1.5%

Roanoke 184,370 184,370 0.0%

Atlanta 182,000 182,000 0.0%

Other agencies 951,680 1,045,650 5.5%

Total United Way $1,554,550 $1,652,020 6.3%

Health and Human Services

Foodbank of Southeastern Virginia $135,000

Grady Memorial Hospital 110,000

American Red Cross 76,250

ForKids 61,000

Atlanta Community Food Bank 55,000

Feeding America Southwestern Virginia 50,000

YMCA of South Hampton Roads 37,500 Children’s Hospital of the King’s Daughters 32,500

Central Pennsylvania Food Bank 31,500

Food Bank of Central & Eastern North Carolina 30,000

Others 488,777

Total Health and Human Services $1,209,145 $1,107,527 -8.4%

Total Community Relations $2,763,695 $2,759,547 -0.15%


EDUCATION (EXCLUDING ALL MATCHING GIFTS)

Operating Grants 2013 2014 % Difference

Georgia Tech Foundation $61,250

College of William & Mary College (Business & Law School) 42,500

Old Dominion University 35,000

Michigan State University 32,250

North Carolina State University Engineering Foundation 32,250

Virginia Tech Foundation 28,250

Other 273,600

Total Operating Grants $487,640 $505,100 3.58%

Capital Grants

Eastern Virginia Medical School $100,000

Roanoke College 25,000

Virginia Wesleyan College 25,000

Other 31,000

Total Capital Grants $195,000 $181,000 -7.18%

State & National Fund Raising

Virginia Foundation for Independent Colleges $50,000

Independent College Funds 65,000

Total State & National Fund Raising $105,000 $115,000 9.52%

Scholarships & Fellowships

National Merit Scholarship Corporation $94,560

ACCESS Scholarship Foundation 65,000

Other 36,000

Total Scholarships & Fellowships $229,100 $195,560 -14.60%

Other

Jefferson County Board of Education $50,000

Virginia Early Childhood Foundation 50,000

Other 140,575

Total Other $204,875 $240,575 17.43%

Total Education $1,221,615 $1,237,235 1.29%


CULTURE AND THE ARTS (EXCLUDING MATCHING GIFTS)

Music 2013 2014 % Difference

Virginia Symphony $90,000

Virginia Opera 80,000

Roanoke Symphony 29,120

Other 27,880

Total Music $139,750 $227,000 62.43%

Museums

Smithsonian Institution $150,000

Virginia Museum of Transportation 152,000

Tennessee Valley Railroad Museum 125,000

Chrysler Museum of Art 105,000

North Carolina Transportation Museum 50,000

Other 153,980

Total Museums $476,220 $735,980 54.55%

Public Radio & Tv

WHRO $65,000

Blue Ridge PBS 7,280

Total Public Radio & Tv $71,450 $72,280 1.16%

Arts Funds Or Councils

Business Consortium for Arts Support $45,870

Other 11,000

Total Arts Funds Or Councils $55,180 $56,870 3.06%

Theatres

Virginia Stage Company $130,000

Mill Mountain Theatre 27,500

Other 11,000

Total Theatres $142,675 $168,500 18.10%


Cultural Centers

Kennedy Center for the Performing Arts $60,000

Western Virginia Foundation for the Arts & Sciences 51,500

Jefferson Center 35,000

Woodruff Arts Center 30,100

Other 25,000

Total Cultural Centers $177,655 $201,600 13.48%

Dance

Richmond Ballet $10,000

Total Dance $10,000 $10,000 0.00%

Libraries

Slover Library Foundation $50,000

Other 14,500

Total Libraries $63,902 $64,500 0.94%

Other

Virginia Arts Festival $80,000

Young Audiences Arts for Learning - Atlanta 36,540

Zoo Atlanta 30,000

Indiana Historical Society 25,000

Other 26,250

Total Other $284,910 $197,790 -30.58%

Total Culture and the Arts $1,421,742 $1,734,520 22.00%


BUSINESS & ECONOMIC DEVELOPMENT

Business & Economic Development 2013 2014 % Difference

American Coalition for Clean Coal Energy $2,000,000

Virginia Center for Coal Research and Energy (ARIES) 525,000

Business Roundtable 170,000

U.S. Chamber of Commerce 110,000

Richmond 2015 75,000

National Association of Manufacturers 71,590

Georgia Allies 50,000

Operation Lifesaver 15,000

Business memberships and dues (not included elsewhere) 254,749

Business sponsorships (not included elsewhere) 222,800

Chambers and other state-level business groups (various) 162,565

Other 31,250

Total Business & Economic Development $2,560,983 $3,687,954 44.00%

CIVIC & COMMUNITY

Civic & Community 2013 2014 % Difference

Local police, fire, and emergency services $105,450

Urban League of Hampton Roads 27,500

Urban League of Greater Atlanta 25,000

LEAD VA 25,000

The Norfolk Forum 25,000

Other 502,735

Total Civic & Community $670,360 $710,685 6.02%


ENVIRONMENTAL

Environmental 2013 2014 % Difference

Chesapeake Bay Foundation $50,000

The Longleaf Alliance 50,000

Elizabeth River Project 30,000

Nature Conservancy of Virginia 25,000

American Chestnut Foundation 25,000

Other 81,500

Total Environmental $255,500 $261,500 2.35%

NON-CASH GIFTS

Rolling Stock & Equipment 2013 2014 % Difference

Various freight cars to transportation museums and community organizations $60,019

Equipment and materials 216,495

Total Rolling Stock & Equipment $123,631 $276,514 123.66%

Real Property

Columbus, Franklin County, Ohio – Donation of 0.678 acres $50,000

Boones Mill, Virginia – Donation of Depot Building 15,771

Total Real Property $0 $65,771 100%

Donated Transportation

Various transportation moves for non-profits $307,095

Total Donated Transportation $156,560 $307,095 96.15%

Other 2013 2014 % Difference

Miscellaneous Donations $500

Total Miscellaneous Donations $500 $0

Total Non-Cash Gifts $280,691 $649,380 131.35%


MATCHING GIFTS

In 2014, the Foundation matched 1,263 gifts to 487 organizations.

A total of $1,764,071 was paid under the Matching Gift program, a 6.56% increase or $108,659 over the

previous year.

THE MATCHING GIFTS FOR 2014 WERE DISTRIBUTED AMONG THE ELIGIBLE CATEGORIES AS FOLLOWS: • Education $1,078,882 (611 gifts matched to 263 institutions)

• Arts/Culture $662,478 (610 gifts matched to 205 organizations)

• Environmental $22,711 (42 gifts matched to 19 organizations)

THE TOP 10 ORGANIZATIONS RECEIVING MATCHING GIFTS WERE: • Roanoke College $90,109

• Virginia Tech Foundation, Inc. $62,099

• The Chrysler Museum $56,275

• Virginia Symphony $48,428

• Marshall-Wythe School of Law Foundation $41,592

• Virginia Episcopal School $40,720

• Virginia Military Institute Foundation $39,408

• Virginia Wesleyan College $37,750

• University of Chicago $35,000

• Museum of Contemporary Art $35,000

Organizations qualifying for Matching Gifts include certain educational institutions, arts/cultural organizations

and environmental organizations that are located in the United States, recognized as tax-exempt, non-profit

organizations under Section 501(c)(3) of the Internal Revenue Code, and independent of Norfolk Southern.


GOOD GOVERNMENT FUND RELATED MATCHING CONTRIBUTIONS

Dating back to 2008, contribution totals include matching contributions provided to charitable organizations

as part of the Corporation’s GGF Matching Contributions Program. Under this program, employees who

contribute to the GGF may designate any tax-exempt charitable organization as the recipient of an equivalent

contribution from the Corporation. In 2014, the Corporation contributed $994,489 through this program, an

11.2% increase or $100,087 over the previous year’s total.

LOCAL DISCRETION GRANT PROGRAM

The local discretion grant program sponsored by the Corporation allows each operating division of Norfolk

Southern Railway Company to recommend contributions, and allows those divisions to demonstrate good

corporate citizenship. Each division may make recommendations for up to $20,000 of contributions annually.

A total of $220,000 was paid out under the program in 2014, which was an increase of 17.6% over 2013.

Community volunteer fire departments, rescue squads, and police departments received $104,450; arts,

cultural, and historic organizations received $22,250; civic, community relations and human services

organizations received $86,600; and educational institutions received $6,700.

DIVERSITY

The Foundation tracks grants made to organizations that support the Corporation’s mission to enhance

diversity in the workplace. For 2014, a total of $236,850 in grants was awarded to organizations that

support higher education for minorities and women, more productive community relations and services to

underserved populations in Norfolk Southern’s operating territory.

Among the recipients were ACCESS Scholarship Foundation, North Carolina A&T State University, Society

of Women Engineers, the National Society of Black Engineers and the Urban Leagues of Hampton Roads

and Greater Atlanta.


CONTRIBUTIONS BY MAJOR GEOGRAPHIC LOCATION(EXCLUDING MATCHING GIFTS AND GGF — RELATED MATCHING CONTRIBUTIONS)

A breakdown of 2014 contributions by category and geographic location is as follows:

Atlanta $785,989

($744,539 in 2013 – increase of 5.6%)

Civic & Community 22 %

Culture/Arts 14 %

Education 10 %

Environment 3 %

Other Health/Human Services 28 %

United Way 23 %

Hampton Roads $1,935,826

($2,105,692 in 2013 – decrease of 8.1%)


Culture/Arts 36 %

Education 14 %

Environment 4 %


United Way 12 %

Roanoke $654,572

($587,647 in 2013 – increase of 11.4%)


Culture/Arts 53 %

Education 5 %

Environment 0 %


United Way 29 %

In 2013, contributions made from the Rothko sale affected our regional giving in both Norfolk and Roanoke.

Details of that impact are reflected in the 2013 Annual Report. For the purposes of comparison, the special

Rothko gifts are excluded from all 2013 figures referenced in this 2014 report.


LONG-TERM PLEDGESIn 2014, payments were completed by the Norfolk Southern Foundation and the Corporation

on 16 long-term pledges, and 8 new long-term pledges were authorized.

NEW PLEDGES Organization Annual Payment Years Pledged

The Board of Education of the City of Chicago $25,000 2

Chicago Parks Foundation $10,000 2

Georgia Research Alliance $6,250 4

The Hurrah Players $10,000 5

Jefferson Center $25,000 2

Mill Mountain Theatre $20,000 3

National Safety Council $25,000 3

Union Station Kansas City, Inc. $10,000 5

EXISTING PLEDGESType* Organization Annual Payment Years Pledged

F Children’s Hospital of the King’s Daughters $25,000 0

F Eastern Virginia Medical School $50,000 0

C Friends of McCalla $125,000 0

F Grady Memorial Hospital $100,000 0

F Greater Bluefield Community Center $10,000 0

C Jefferson County Board of Education $50,000 0

C McAdory Area Fire District $150,000 0

F The Nature Conservancy of Virginia $25,000 0

F Roanoke College $25,000 0

F Salvation Army Tidewater Area Command $25,000 0

F University of Missouri – St. Louis/Barriger Library $10,000 0

F Virginia Business Higher Education Council $10,000 0

F Virginia Stage Company $50,000 0

F Western Virginia Foundation for Arts & Sciences $20,000 0

F William and Mary Law School $30,000 0

F Zoo Atlanta $30,000 0

C The Board of Education of the City of Chicago $25,000 1

C Chicago Parks Foundation $10,000 1

F Eastern Virginia Medical School (Special Matching Grant) $50,000 1


EXISTING PLEDGES (continued)

Type* Organization Annual Payment Years Pledged

B Hampton Roads Center for Civic Engagement $10,000 1

F Jefferson Center $25,000 1

F Lowcountry Open Land Trust $10,000 1

B The Norfolk Forum $25,000 1

F Operation Our Town $10,000 1

B Richmond 2015 $75,000 1

C Virginia Center for Coal and Energy $500,000 1

B Virginia Museum of Fine Arts $25,000 1

F Virginia Wesleyan College $25,000 1

B Hampton Roads Chamber of Commerce Foundation/ Hampton Roads Economic Development Alliance $50,000 2

F Indiana Historical Society $25,000 2

F Kennesaw Museum Foundation $25,000 2

B Lead Virginia $25,000 2

F Mill Mountain Theatre $20,000 2

B National Safety Council $25,000 2

F North Carolina Transportation Museum Foundation $50,000 2

B Roanoke Regional Partnership $5,000 2

F Slover Library Foundation $50,000 2

F WHRO $20,000 2

F Chesapeake Bay Foundation $50,000 3

F Chrysler Museum of Art $100,000 3

F Georgia Research Alliance $6,250 3

B Metro Atlanta Chamber of Commerce $10,000 3

F Old Dominion University Educational Foundation $25,000 3

F Science Museum of Western Virginia $10,000 3

F The Hurrah Players $10,000 4

F Union Station Kansas City, Inc. $10,000 4

* F – Foundation, B – Business, C – Corporate


2015 FUNDING STATUS

For the 2015 funding year, the Foundation received 239 proposal requests, seeking approximately

$8.01 million, by the September 30, 2014 deadline.

Of these requests, 40 “core” organizations in Norfolk, Roanoke and Atlanta were funded (including

independent college funds); and 77 organizations, including 13 first-time recipients, received pledges for

funding. In addition, $360,000 was set aside for grants to colleges and universities in support of Norfolk

Southern’s scholarship programs.

For 2015, the Trustees authorized a budget of $8.0 million, which was a $1 million increase from the previous

year’s budget. The Foundation anticipates funding $7.5 million in 2015.

Through April 30, 2015, The Foundation awarded a total of $2,048,260 in Grants and Matching Gifts. Business

payments were $1,772,460 and Corporate Contributions were $650,000. The estimated market value of

Foundation assets on April 30, 2015, was $4,314,919.31.


THREE COMMERCIAL PLACENORFOLK, VIRGINIA 23510

www.nscorp.com40.8792.0615.60

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Behni d Every Tran i - Norfolk Southern Railwaynscorp.com/content/dam/nscorp/get-to-know-ns/foundation/NS_Foun… · 2015 FUNDING STATUS 2014 Norfolk Southern Foundation Annual Report