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): 
January 24, 2012 (January 24, 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 and

Item 7.01.    Regulation FD Disclosure

               On January 24, 2012, the Registrant issued a Press Release, attached hereto as Exhibit 99, reporting fourth quarter and full year results for 2011 and posted its Quarterly Financial Review - Fourth Quarter 2011 on its website, www.nscorp.com, under the "Financial Reports" section under the "Investors" tab. 

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 January 24, 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:  January 24, 2012

                                                                 EXHIBIT INDEX

Exhibit Number	Description
99	Press Release dated January 24, 2012.

EX-99

NEWSRELEASE

Norfolk Southern Corporation, Three Commercial Place, Norfolk, VA  23510-2191

                                                                              FOR IMMEDIATE RELEASE

January 24, 2012

Norfolk Southern reports 2011 fourth-quarter and full year results

For 2011 vs. 2010:

NS set the following fourth-quarter records:

• Railway operating revenues reached $2.8 billion, up 17 percent.

• Net income increased 19 percent to $480 million.

• Diluted earnings per share rose 30 percent to $1.42.

NS set the following records for the year:

• Railway operating revenues reached $11.2 billion, up 17 percent.

• Income from railway operations climbed 20 percent to $3.2 billion.

• Net income was $1.9 billion, up 28 percent.

• Diluted earnings per share increased 36 percent to $5.45.

NORFOLK, VA. -- Norfolk Southern Corporation today reported record fourth-quarter net income of $480 million, 19 percent higher compared with $402 million for the same quarter of 2010. Diluted earnings per share were a record $1.42, up 30 percent compared with the $1.09 per diluted share earned in the same period a year earlier.

For 2011, net income increased to an all-time record $1.9 billion, 28 percent higher compared with $1.5 billion for 2010.  Diluted earnings per share for the year increased 36 percent, or $1.45, to a record $5.45, compared with 2010.

            "Norfolk Southern achieved all-time records for revenues, operating income, net income, and earnings per share during 2011, and set fourth-quarter records for revenues, net income, and earnings per share," said Norfolk Southern CEO Wick Moorman. "In 2012 we will remain committed to enhancing our service product, maintaining the safety and quality of our rail network, improving operational efficiency, and supporting growth."

            "Our strong capital program of $2.4 billion will include substantial investments along our Crescent Corridor, a public-private partnership to create a high-capacity, truck-competitive intermodal freight rail route between the Gulf Coast and Northeast," Moorman said. "As part of this program of projects, we plan to open intermodal terminals in Alabama, Pennsylvania, and Tennessee later in the year. Facilities such as these relieve congested freight lines and highways, and are proven centers for creating jobs and economic development."

            Railway operating revenues increased to $2.8 billion, a fourth-quarter record, up 17 percent compared with the same period a year earlier. For 2011, railway operating revenues set an all-time record $11.2 billion, 17 percent higher compared with 2010. The improvements were the result of increases in revenue per unit of 11 percent for the quarter and 12 percent for the year and higher volumes that were up 6 percent for the quarter and 5 percent for the year.

-- MORE --

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

                                  Norfolk Southern Corporation, Three Commercial Place, Norfolk, VA  23510-2191

-- 2 --

General merchandise revenues rose to $1.4 billion, up 13 percent compared with fourth-quarter 2010. For 2011, general merchandise revenues increased to $5.6 billion, 12 percent higher compared with 2010. Traffic volume increased 1 percent in the quarter and was even for the year compared with the same periods of 2010.

Coal revenues in the fourth quarter were $850 million, up 24 percent compared with the same period last year. For 2011, coal revenues were $3.5 billion, 27 percent higher compared with 2010. Traffic volume increased 3 percent in the quarter and 4 percent for the year compared with the same periods of 2010.

Intermodal revenues were $554 million, up 18 percent compared with fourth-quarter 2010. For the year, intermodal revenues were $2.1 billion, up 19 percent compared with 2010. Traffic volume increased by 11 percent in the quarter and 10 percent for 2011 compared with the same periods of 2010.

            Railway operating expenses were $2 billion for the fourth quarter, 14 percent higher compared with the same period a year earlier. For 2011, railway operating expenses were $8 billion, up 16 percent compared with 2010. The increases were primarily driven by fuel expenses, which rose by $95 million in the fourth quarter and $510 million for the year, and higher costs associated with increased traffic volumes.

            Income from railway operations increased 25 percent for the quarter to $800 million and improved 20 percent to a record $3.2 billion for the year, compared with the same periods of 2010.

            Fourth-quarter 2011 results included $11 million in deferred income tax benefits attributable to state tax law changes.  The year included $68 million of favorable, non-recurring income tax benefits.

            The fourth-quarter railway operating ratio improved by 2 percent to 71.4 percent compared with the same period last year.  For 2011, the railway operating ratio improved by 1 percent to 71.2 percent compared with 2010.

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						Years Ended
			December 31,						December 31,
			2011		2010				2011									2010
			(in millions, except per share amounts)
	Railway operating revenues:
	Coal		$	850	$		685			$		3,458							$	2,719
	General merchandise			1,393			1,236					5,584								5,001
	Intermodal			554			471					2,130								1,796
	Total railway operating revenues			2,797			2,392					11,172								9,516
	Railway operating expenses:
	Compensation and benefits			734			659					2,974								2,708
	Purchased services and rents			419			391					1,610								1,477
	Fuel			403			308					1,589								1,079
	Depreciation			221			207					862								819
	Materials and other (note 1)			220			185					924								757
	Total railway operating expenses			1,997			1,750					7,959								6,840
	Income from railway operations			800			642					3,213								2,676
	Other income - net			39			35					160								153
	Interest expense on debt			116			115					455								462
	Income before income taxes			723			562					2,918								2,367
	Provision for income taxes:
	Current			130			20					475								559
	Deferred			113			140					527								312
	Total income taxes (note 2)			243			160					1,002								871
	Net income		$	480	$		402			$		1,916							$	1,496
	Earnings per share (note 3):
	Basic		$	1.44	$		1.11			$		5.52							$	4.06
	Diluted		$	1.42	$		1.09			$		5.45							$	4.00
	Weighted average shares outstanding (note 4):
	Basic			332.8			360.7					345.5								366.5
	Diluted			338.6			365.7					351.3								371.8
	See accompanying notes to consolidated financial statements.
	Norfolk Southern Corporation and Subsidiaries Consolidated Balance Sheets (Unaudited)
								As of December 31,
								2011			2010
								($ in millions)
		Assets
		Current assets:
		Cash and cash equivalents				$		276						$			827
		Short-term investments						25									283
		Accounts receivable - net						1,022									807
		Materials and supplies						209									169
		Deferred income taxes						143									145
		Other current assets						76									240
		Total current assets						1,751									2,471
		Investments						2,234									2,193
		Properties less accumulated depreciation of $9,464 and $9,262, respectively						24,469									23,231
		Other assets						84									304
		Total assets				$		28,538						$			28,199
		Liabilities and stockholders' equity
		Current liabilities:
		Accounts payable				$		1,092						$			1,181
		Short-term debt						100									100
		Income and other taxes						207									199
		Other current liabilities						252									244
		Current maturities of long-term debt						50									358
		Total current liabilities						1,701									2,082
		Long-term debt						7,390									6,567
		Other liabilities						2,050									1,793
		Deferred income taxes						7,486									7,088
		Total liabilities						18,627									17,530
		Stockholders' equity:
		Common stock $1.00 per share par value, 1,350,000,000 shares
		authorized; outstanding 330,386,089 and 357,362,604 shares,
		respectively, net of treasury shares						332									358
		Additional paid-in capital						1,912									1,892
		Accumulated other comprehensive loss						(1,026)									(805)
		Retained income						8,693									9,224
		Total stockholders' equity						9,911									10,669
		Total liabilities and stockholders' equity				$		28,538						$			28,199
		See accompanying notes to consolidated financial statements.
Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Cash Flows (Unaudited)
						Years Ended December 31,
						2011									2010
						($ in millions)
Cash flows from operating activities:
Net income						$		1,916					$			1,496
Reconciliation of net income to net cash provided
by operating activities:
Depreciation								869								826
Deferred income taxes								527								312
Gains and losses on properties and investments								(32)								(42)
Changes in assets and liabilities affecting operations:
Accounts receivable								(215)								(41)
Materials and supplies								(40)								(5)
Other current assets								14								(1)
Current liabilities other than debt								68								126
Other - net								120								43
Net cash provided by operating activities								3,227								2,714
Cash flows from investing activities:
Property additions								(2,160)								(1,470)
Property sales and other transactions								84								97
Investments, including short-term								(135)								(504)
Investment sales and other transactions								439								421
Net cash used in investing activities								(1,772)								(1,456)
Cash flows from financing activities:
Dividends								(576)								(514)
Common stock issued - net								120								89
Purchase and retirement of common stock (note 4)								(2,051)								(863)
Proceeds from borrowings - net								1,101								350
Debt repayments								(600)								(489)
Net cash used in financing activities								(2,006)								(1,427)
Net decrease in cash and cash equivalents								(551)								(169)
Cash and cash equivalents:
At beginning of year								827								996
At end of year						$		276					$			827
Supplemental disclosure of cash flow information
Cash paid during the year for:
Interest (net of amounts capitalized)						$		435					$			453
Income taxes (net of refunds)						$		289					$			602

See accompanying notes to consolidated financial statements.

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 that failed to respond to insurance claims submitted by NS, related to the January 6, 2005 derailment in Graniteville, SC.  As a result, NS recorded a $43 million charge 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 is 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, three states enacted tax law changes that decreased deferred income tax expense by $19 million.

   During the fourth quarter of 2010, NS recognized a $34 million non-recurring benefit resulting from a change in estimate for deferred taxes.  During the first quarter of 2010, the Patient Protection and Affordable Care Act, and the Health Care and Education Reconciliation Act of 2010 were signed into law.  Provisions of the Acts eliminated, after 2012, the tax deduction available for reimbursed prescription drug expenses under the Medicare Part D retiree drug subsidy program.  Accordingly, NS recorded a $27 million charge to deferred tax expense in the first quarter of 2010.

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 fourth quarter, $3 million in 2011 and $2 million in 2010; and for the year, $9 million in 2011 and $8 million in 2010.

   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 units as follows:  for the fourth quarter, less than $1 million in 2011 and $2 million in 2010; and for the year $2 million for 2011 and $8 million for 2010.

4.      STOCK REPURCHASE PROGRAM   

   During 2011, NS repurchased and retired 30.2 million shares of Common Stock at a cost of $2.1 billion and 14.7 million shares at a cost of $863 million for the same period of 2010.  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 2005, NS has repurchased and retired 109.6 million shares at a total cost of $6.2 billion.