8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 

October 23, 2012 (October 23, 2012)

________________________________

NORFOLK SOUTHERN CORPORATION

(Exact name of registrant as specified in its charter)

________________________________

Virginia	1-8339	52-1188014
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
Three Commercial Place		(757) 629-2680
Norfolk, Virginia  23510-9241		(Registrant's telephone number, including area code)
(Address of principal executive offices)

No Change
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]    Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)

[  ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
        (17 CFR 240.14d-2(b))

[  ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
        (17 CFR 240.13e-4(c))

Item 2.02.    Results of Operations and Financial Condition

Item 7.01.    Regulation FD Disclosure

On October 23, 2012, the Registrant issued a Press Release, attached hereto as Exhibit 99, reporting third quarter results for 2012 and posted its Quarterly Financial Review - Third Quarter 2012 on its website, www.nscorp.com, under the "Financial Reports" section under the "Investors" tab.  The accompanying unaudited financial information and summary of certain notes to the consolidated financial statements should be read in conjunction with: (a) the consolidated financial statements and notes included in the Registrant's latest Annual Report on Form 10-K and in subsequent Quarterly Reports on Form 10-Q, and (b) any Current Reports on Form 8-K.  

Item 9.01.     Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished as part of this Current Report on Form 8-K:

Exhibit Number	Description
99	Press Release dated October 23, 2012.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                                                            SIGNATURES

                                                            NORFOLK SOUTHERN CORPORATION

                                                            (Registrant)

                                                                    /s/ Howard D. McFadden                      

                                                            Name:  Howard D. McFadden
                                                            Title:    Corporate Secretary

Date:  October 23, 2012

                                                                 EXHIBIT INDEX

Exhibit Number	Description
99	Press Release dated October 23, 2012.

EX-99

                                                                                Norfolk Southern Corporation, Three Commercial Place, Norfolk, Va. 23510-2191

 

FOR IMMEDIATE RELEASE

                                                                        October 23, 2012

Norfolk Southern reports third-quarter 2012 results

·Railway operating revenues were $2.7 billion.

·Income from railway operations was $731 million.

·Net income totaled $402 million.

·Diluted earnings per share were $1.24.

·The railway operating ratio equaled 72.9 percent.

NORFOLK, VA. – For the third quarter of 2012, Norfolk Southern reported net income of $402 million, or $1.24 per diluted share, 27 percent lower compared with $554 million, or $1.59 per diluted share, in the third quarter of 2011.

            “Third-quarter results reflect weak market conditions, which resulted in declines in our coal and merchandise shipments,” said Norfolk Southern CEO Wick Moorman. “We remain focused on controlling costs while continuing to provide high service levels for our customers and invest in projects that will support future growth.”

            Railway operating revenues totaled $2.7 billion, down 7 percent compared with third-quarter 2011, primarily as the result of volume declines in coal and merchandise and lower revenues from fuel surcharges. Third-quarter 2012 fuel surcharge revenues were impacted by a $21 million unfavorable lag effect, while third-quarter 2011 fuel surcharge revenues included a favorable lag effect of $52 million.

General merchandise revenues were $1.4 billion, 1 percent lower than
third-quarter 2011 results. Coal revenues fell 22 percent, to $701 million, compared with the same period last year. Intermodal revenues were $567 million,
3 percent higher compared with the third quarter of 2011.

            Railway operating expenses for the third quarter increased 1 percent to $2.0 billion, compared with 2011.

            Income from railway operations was $731 million, 22 percent lower compared with the same period last year.

            The third-quarter railway operating ratio increased to 72.9 percent compared with 67.5 percent during the third quarter of 2011.

Norfolk Southern Corporation is one of the nation’s premier transportation companies. Its Norfolk Southern Railway 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 and industrial products.

###

Norfolk Southern contacts:

(Media) Frank Brown, 757-629-2710 (fsbrown@nscorp.com)

(Investors) Michael Hostutler, 757-629-2861 (michael.hostutler@nscorp.com)

Operating Subsidiary: Norfolk Southern Railway Company                                             World Wide Web Site: www.nscorp.com                                                                

EX-99

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
	($ in millions, except per share amounts)
Railway operating revenues:
Coal	$	701	$	899	$	2,222	$	2,608
General merchandise		1,425		1,439		4,477		4,191
Intermodal		567		551		1,657		1,576
Total railway operating revenues		2,693		2,889		8,356		8,375
Railway operating expenses:
Compensation and benefits		724		736		2,234		2,240
Purchased services and rents		403		403		1,186		1,191
Fuel		379		385		1,182		1,186
Depreciation		230		217		683		641
Materials and other (note 1)		226		210		661		704
Total railway operating expenses		1,962		1,951		5,946		5,962
Income from railway operations		731		938		2,410		2,413
Other income - net		33		60		93		121
Interest expense on debt		124		114		366		339
Income before income taxes		640		884		2,137		2,195
Provision for income taxes:
Current		97		159		522		345
Deferred		141		171		279		414
Total income taxes (note 2)		238		330		801		759
Net income	$	402	$	554	$	1,336	$	1,436
Earnings per share (note 3)
Basic	$	1.26	$	1.61	$	4.12	$	4.09
Diluted		1.24		1.59		4.07		4.03
Weighted average shares outstanding (note 4)
Basic		317.7		343.2		322.9		349.8
Diluted		321.8		349.0		327.4		355.6

See accompanying notes.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
	($ in millions)
Net income	$	402	$	554	$	1,336	$	1,436
Other comprehensive income, before tax:
Pension and other postretirement benefits		33		28		97		85
Other comprehensive loss of equity investees		-		-		(4)		-
Other comprehensive income, before tax		33		28		93		85
Income tax expense related to items of other
comprehensive income		(13)		(11)		(38)		(33)
Other comprehensive income, net of tax		20		17		55		52
Total comprehensive income	$	422	$	571	$	1,391	$	1,488

See accompanying notes.

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

	September 30,			December 31,
	2012			2011
	($ in millions)
Assets
Current assets:
Cash and cash equivalents		$	693		$	276
Short-term investments			15			25
Accounts receivable – net			1,078			1,022
Materials and supplies			236			209
Deferred income taxes			144			143
Other current assets			33			76
Total current assets			2,199			1,751
Investments			2,315			2,234
Properties less accumulated depreciation of $9,859 and
$9,464, respectively			25,260			24,469
Other assets			66			84
Total assets		$	29,840		$	28,538
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	1,260		$	1,092
Short-term debt			-			100
Income and other taxes			150			207
Other current liabilities			362			252
Current maturities of long-term debt			52			50
Total current liabilities			1,824			1,701
Long-term debt			8,428			7,390
Other liabilities			2,018			2,050
Deferred income taxes			7,803			7,486
Total liabilities			20,073			18,627
Stockholders’ equity:
Common stock $1.00 per share par value, 1,350,000,000 shares
authorized; outstanding 316,043,185 and 330,386,089 shares,
respectively, net of treasury shares			317			332
Additional paid-in capital			1,909			1,912
Accumulated other comprehensive loss			(971)			(1,026)
Retained income			8,512			8,693
Total stockholders’ equity			9,767			9,911
Total liabilities and stockholders’ equity		$	29,840		$	28,538

See accompanying notes.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended
	September 30,
	2012		2011
	($ in millions)
Cash flows from operating activities:
Net income	$	1,336	$	1,436
Reconciliation of net income to net cash provided by operating activities:
Depreciation		688		646
Deferred income taxes		279		414
Gains and losses on properties and investments		(4)		(30)
Changes in assets and liabilities affecting operations:
Accounts receivable		(56)		(222)
Materials and supplies		(27)		(43)
Other current assets		43		60
Current liabilities other than debt		183		402
Other – net		34		101
Net cash provided by operating activities		2,476		2,764
Cash flows from investing activities:
Property additions		(1,522)		(1,433)
Property sales and other transactions		47		70
Investments, including short-term		(14)		(88)
Investment sales and other transactions		37		246
Net cash used in investing activities		(1,452)		(1,205)
Cash flows from financing activities:
Dividends		(467)		(432)
Common stock issued – net		77		95
Purchase and retirement of common stock (note 4)		(1,150)		(1,611)
Proceeds from borrowings – net		1,291		396
Debt repayments		(358)		(592)
Net cash used in financing activities		(607)		(2,144)
Net increase (decrease) in cash and cash equivalents		417		(585)
Cash and cash equivalents:
At beginning of year		276		827
At end of period	$	693	$	242
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest (net of amounts capitalized)	$	297	$	296
Income taxes (net of refunds)		536		121

See accompanying notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS:

1.MATERIALS AND OTHER 

During the first quarter of 2011, NS received an unfavorable ruling for an arbitration claim with an insurance carrier, and was denied recovery of the contested portion ($43 million) of the claim.  As a result, NS recorded a $43 million charge during the first quarter of 2011 for the receivables associated with the contested portion of the claim and a $15 million charge for other receivables affected by the ruling for which recovery was no longer probable. 

2.INCOME TAXES

During the second quarter of 2011, the Internal Revenue Service (IRS) completed its examination of NS' 2008 tax return and review of certain claims for refund for prior years that resulted in a decrease in income tax expense of $40 million.  Also during the second quarter of 2011, three states enacted tax law changes that decreased deferred income tax expense by $19 million. 

3.EARNINGS PER SHARE

For basic earnings per share, income available to common stockholders reflects reductions for the effect of dividend equivalent payments made to holders of stock options and restricted stock units as follows:  for the third quarter, $3 million in 2012 and $2 million in 2011; and for the first nine months, $7 million in 2012 and $6 million in 2011.       

For diluted earnings per share, income available to common stockholders reflects reductions for the effect of dividend equivalent payments made to holders of stock options and restricted stock units as follows:  for the third quarter, $1 million in 2012 and less than $1 million in 2011; and for the first nine months, $3 million in 2012 and $2 million in 2011.

4.STOCK REPURCHASE PROGRAM

NS repurchased and retired 16.5 million shares of Common Stock in the first nine months of 2012, at a cost of $1.2 billion, and 23.8 million shares at a cost of $1.6 billion for the same period of 2011.  On August 1, 2012, NS’ Board of Directors authorized the repurchase of up to an additional 50 million shares of Common Stock through December 31, 2017.  The timing and volume of purchases is guided by management's assessment of market conditions and other pertinent factors.  Any near-term share repurchases are expected to be made with internally generated cash, cash on hand, or proceeds from borrowings.  Since the beginning of 2006, NS has repurchased and retired 126.1 million shares at a total cost of $7.4 billion.