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):

September 4, 2012 (September 4, 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)	(I.R.S. Employer Identification No.)

Three Commercial Place Norfolk, Virginia 23510-9241 (Address of principal executive offices) (757) 629-2680 (Registrant’s telephone number, including area code)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 8.01.    Other Events

This Current Report on Form 8-K (this “Report”) is filed for the purpose of incorporating the contents of this Report in the Registration Statement on Form S-3 (No. 333-179569) (the “Registration Statement”) and filing the attached Exhibit No. 12.1 as an exhibit to the Registration Statement.

Item 9.01.     Financial Statements and Exhibits

(d) Exhibits

The following exhibit is filed as part of this Report:

Exhibit Number	Description
12.1	Computation of Ratio of Earnings to Fixed Charges for the six-month period ended June 30, 2012 and each of the five fiscal years in the five-year period ended December 31, 2011.

SIGNATURE

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

NORFOLK SOUTHERN CORPORATION
(Registrant)
By:	/s/ Howard D. McFadden
	Name: Howard D. McFadden
	Title: Corporate Secretary

Date: September 4, 2012

EXHIBIT INDEX

Exhibit Number	Description
12.1	Computation of Ratio of Earnings to Fixed Charges for the six-month period ended June 30, 2012 and each of the five fiscal years in the five-year period ended December 31, 2011.

EX-12.1

Exhibit 12.1

NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES

Computation of Ratio of Earnings to Fixed Charges

				Year ended December 31,
	Six months ended June 30, 2012			2011			2010			2009			2008			2007
	($ in millions)
EARNINGS
Income from continuing operations before income taxes as reported	$	1,497		$	2,918		$	2,367		$	1,622		$	2,750		$	2,237
Add (subtract):
Total interest expenses (as detailed below)		267			504			517			499			491			520
Amortization of capitalized interest		5			9			8			7			6			6
Income of partially owned entities(1)		(18	)		(39	)		(43	)		(36	)		(40	)		(57	)
Total earnings	$	1,751		$	3,392		$	2,849		$	2,092		$	3,207		$	2,706
FIXED CHARGES
Interest expense on debt	$	242		$	455		$	462		$	467		$	444		$	441
Interest expense on unrecognized tax benefit		1			(9	)		1			(6	)		(15	)		12
Other interest expense		4			12			16			1			17			15
Calculated interest portion of rent expense(2)		20			46			38			37			45			52
Total interest expenses		267			504			517			499			491			520
Capitalized interest		10			19			15			17			15			14
Total fixed charges	$	277		$	523		$	532		$	516		$	506		$	534
RATIO OF EARNINGS TO FIXED CHARGES		6.32			6.49			5.36			4.05			6.34			5.07

(1) Represents undistributed income of equity investees included in income from continuing operations before income taxes as reported.

(2) Interest component of leases includes one-third of rental expense which approximates the interest component of operating leases.