Norfolk Southern (NSC)

Item 8.01.  Other Events

On October 16, 2009, the Registrant issued a Press Release, attached hereto as Exhibit 99, announcing the extension of the expiration date of the Registrant's offer to exchange up to $500,000,000 aggregate principal amount of its 5.75% Senior Notes due 2016 registered under the Securities Act of 1933, as amended, for an equal amount of its privately placed 5.75% Senior Notes due 2016.

Item 8.01.    Other Events.

On January 27, 2009, the Compensation Committee of the Registrant's Board of Directors approved a grant of 4,000 restricted stock units to each outside director as the 2009 award under the Norfolk Southern Corporation Long-Term Incentive Plan ("LTIP"), effective January 29, 2009.  Copies of each outside director's Award Agreement under LTIP are attached hereto as Exhibits 10.1 through 10.10.

Item 8.01.    Other Events.

           On September 16, 2008, the Registrant issued a Press Release, attached hereto as Exhibit 99, announcing a new agreement between Norfolk Southern Railway Company and the Brotherhood of Locomotive Engineers and Trainmen. 

Item 8.01.  Other Events

 On July 11, 2008, the Registrant issued a Press Release, attached hereto as Exhibit 99, announcing the extension of the expiration date of the Registrant's offer to exchange up to $600,000,000 aggregate principal amount of its 5.75% Senior Notes due 2018 registered under the Securities Act of 1933, as amended, for an equal amount of its privately placed 5.75% Senior Notes due 2018.

Item 8.01.    Other Events.

           On May 8, 2008, the Registrant issued a Press Release, attached hereto as Exhibit 99, which included the voting results for the Registrant's 2008 Annual Meeting of Stockholders.

Item 8.01.       Other Events

            On October 9, 2007, the Registrant issued a Press Release, attached hereto as Exhibit 99, announcing that Illinois tax legislation enacted in the third quarter of 2007 and rising crude oil prices that impacted synthetic fuel-related investments will have a negative impact on third-quarter net income that will be reported at a quarterly analyst conference on October 24, 2007.  

Item 8.01.  Other Events.

            On June 6, 2007, NS hosted an Investor Day in New York City, during which members of management provided information regarding various aspects of Norfolk Southern's ("NS") business.  The text and accompanying slides of such presentations are included as exhibits to this Form 8-K.  The archived webcast--including questions and answers--and all slides are available on NS' website, www.nscorp.com, under the "Investors" section. 

Statements about future results made in the materials filed with this Form 8-K as exhibits constitute forward-looking statements that may be identified by the use of words like "believe," "expect," "anticipate" and "project."   Forward-looking statements reflect management's good-faith evaluation of information currently available.  However, such statements are dependent on and, therefore, can be influenced by, a number of external variables over which management has little or no control, including: domestic and international economic conditions; interest rates; the business environment in industries that produce and consume rail freight; competition and consolidation within the transportation industry; fluctuation in prices or availability of key materials, in particular diesel fuel; labor difficulties, including strikes and work stoppages; legislative and regulatory developments; changes in securities and capital markets; disruptions to NS' technology infrastructure, including its computer systems; and natural events such as severe weather, hurricanes and floods.   For more discussion about each risk factor, see Part I, Item 1A "Risk Factors" in NS' Dec. 31, 2006, Form 10-K, and any updates contained in subsequent Forms 10-Q.   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.   NS undertakes no obligation to update or revise forward-looking statements.

The materials filed with this Form 8-K include non-GAAP financial measures, as defined by SEC Regulation G, which are reconciled on NS' website and on Exhibit 99.16 to this Form 8-K.  Specifically, the materials refer to the measures "free cash flow" and "return on invested capital."  See Exhibit 99.16 to this Form 8-K for the reasons NS' management believes they provide useful information to investors regarding NS' financial condition and results of operations.  These measures should be considered in addition to, not as a substitute for, other information provided in accordance with GAAP.

Item 8.01.  Other Events

 On March 27, 2007, the Registrant issued a Press Release, attached hereto as Exhibit 99, announcing a modification to the Registrant's share repurchase program, increasing the number of shares to be repurchased from 50 million to 75 million and shortening the repurchasing term by 5 years from December 31, 2015 to December 31, 2010.

Item 8.01.  Other Events

 On December 11, 2006, the Registrant issued a Press Release, attached hereto as Exhibit 99, announcing the Registrant's planned capital spending for calendar year 2007.

Item 8.01.  Other Events

 On October 3, 2006, the Registrant issued a Press Release, attached hereto as Exhibit 99, announcing the results of the Registrant's share repurchase program for the quarter ending September 30, 2006.

Item 8.01.  Other Events

 On September 27, 2006, the Registrant issued a Press Release, attached hereto as Exhibit 99, announcing that its Board of Directors had amended the Registrant's Corporate Governance Guidelines to implement majority voting in director elections.