		TABLE OF CONTENTS

		NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES (NS)

			Page
Part I.	Financial Information:
	Item 1.	Financial Statements:
		Consolidated Statements of Income ~~Three~~First Quarters of 2013 and ~~Nine~~ ~~Months Ended~~ ~~September 30,~~ 2012 ~~and~~ ~~2011~~	3
		Consolidated Statements of Comprehensive Income ~~Three~~First Quarters of 2013 and ~~Nine~~ ~~Months Ended~~ ~~September 30,~~ 2012~~and~~ ~~2011~~	4
		Consolidated Balance Sheets ~~As of~~ ~~September 30, 2012~~At March 31, 2013 and December 31, ~~2011~~2012	5
		Consolidated Statements of Cash Flows ~~Nine~~ ~~Months Ended~~ ~~September 30,~~First Quarters of 2013 and 2012 ~~and~~ ~~2011~~	6
		Notes to Consolidated Financial Statements	7
		Report of Independent Registered Public Accounting Firm	1817
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1918
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2926
	Item 4.	Controls and Procedures	2926
Part II.	Other Information:
	Item 1.	Legal Proceedings	3027
	Item 1A.	Risk Factors	3027
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3128
	Item 6.	Exhibits	3128
Signatures			3229

Exhibit Index			3330

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,				First Quarter
	2012		2011		2012		2011		2013		2012
	($ in millions, except per share amounts)								($ in millions, except per share amounts)

Railway operating revenues	$	2,693	$	2,889	$	8,356	$	8,375	$	2,738	$	2,789

Railway operating expenses:
Railway operating expenses
Compensation and benefits		724		736		2,234		2,240		780		786
Purchased services and rents		403		403		1,186		1,191		393		391
Fuel		379		385		1,182		1,186		429		413
Depreciation		230		217		683		641		227		224
Materials and other		226		210		661		704		218		230

Total railway operating expenses		1,962		1,951		5,946		5,962		2,047		2,044

Income from railway operations		731		938		2,410		2,413		691		745

Other income – net		33		60		93		121		135		29
Interest expense on debt		124		114		366		339		129		120

Income before income taxes		640		884		2,137		2,195		697		654

Provision for income taxes		238		330		801		759		247		244

Net income	$	402	$	554	$	1,336	$	1,436	$	450	$	410

Per share amounts:
Per share amounts
Net income:
Basic	$	1.26	$	1.61	$	4.12	$	4.09	$	1.43	$	1.24
Diluted		1.24		1.59		4.07		4.03		1.41		1.23

Dividends		0.50		0.43		1.44		1.23		0.50		0.47

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,				First Quarter
	2012		2011		2012		2011		2013		2012
	($ in millions)								($ in millions)

Net income	$	402	$	554	$	1,336	$	1,436	$	450	$	410
Other comprehensive income, before tax:
Pension and other postretirement benefits		33		28		97		85		36		32
Other comprehensive loss of equity investees		-		-		(4)		-
Other comprehensive income (loss) of equity investees										1		(4)
Other comprehensive income, before tax		33		28		93		85		37		28
Income tax expense related to items of other
comprehensive income		(13)		(11)		(38)		(33)		(14)		(12)
Other comprehensive income, net of tax		20		17		55		52		23		16

Total comprehensive income	$	422	$	571	$	1,391	$	1,488	$	473	$	426

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

	September 30,			December 31,			March 31,		December 31,
	2012			2011			2013		2012
	($ in millions)						($ in millions)
Assets
Current assets:
Cash and cash equivalents		$	693		$	276	$	672	$	653
Short-term investments			15			25		15		15
Accounts receivable – net			1,078			1,022		1,158		1,109
Materials and supplies			236			209		246		216
Deferred income taxes			144			143		167		167
Other current assets			33			76		65		82
Total current assets			2,199			1,751		2,323		2,242

Investments			2,315			2,234		2,341		2,300
Properties less accumulated depreciation of $9,859 and
$9,464, respectively			25,260			24,469
Properties less accumulated depreciation of $10,042 and
$9,922, respectively								25,870		25,736
Other assets			66			84		65		64

Total assets		$	29,840		$	28,538	$	30,599	$	30,342

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	1,260		$	1,092	$	1,188	$	1,362
Short-term debt			-			100		-		200
Income and other taxes			150			207		319		206
Other current liabilities			362			252		350		263
Current maturities of long-term debt			52			50		47		50
Total current liabilities			1,824			1,701		1,904		2,081

Long-term debt			8,428			7,390		8,438		8,432
Other liabilities			2,018			2,050		2,226		2,237
Deferred income taxes			7,803			7,486		7,921		7,832
Total liabilities			20,073			18,627		20,489		20,582

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,
authorized; outstanding 315,088,379 and 314,034,174 shares,
respectively, net of treasury shares			317			332		316		315
Additional paid-in capital			1,909			1,912		1,976		1,911
Accumulated other comprehensive loss			(971)			(1,026)		(1,086)		(1,109)
Retained income			8,512			8,693		8,904		8,643

Total stockholders’ equity			9,767			9,911		10,110		9,760

Total liabilities and stockholders’ equity		$	29,840		$	28,538	$	30,599	$	30,342

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended				First Quarter
	September 30,				2013		2012
	2012		2011		($ in millions)
	($ in millions)
Cash flows from operating activities:
Cash flows from operating activities
Net income	$	1,336	$	1,436	$	450	$	410
Reconciliation of net income to net cash provided by operating activities:
Depreciation		688		646		228		226
Deferred income taxes		279		414		74		88
Gains and losses on properties and investments		(4)		(30)		(99)		(1)
Changes in assets and liabilities affecting operations:
Accounts receivable		(56)		(222)		(49)		(34)
Materials and supplies		(27)		(43)		(30)		(19)
Other current assets		43		60		17		5
Current liabilities other than debt		183		402		96		316
Other – net		34		101		36		44
Net cash provided by operating activities		2,476		2,764		723		1,035

Cash flows from investing activities:
Cash flows from investing activities
Property additions		(1,522)		(1,433)		(379)		(461)
Property sales and other transactions		47		70		19		2
Investments, including short-term		(14)		(88)		(5)		(4)
Investment sales and other transactions		37		246		(1)		27
Net cash used in investing activities		(1,452)		(1,205)		(366)		(436)

Cash flows from financing activities:
Cash flows from financing activities
Dividends		(467)		(432)		(157)		(155)
Common stock issued – net		77		95		55		31
Purchase and retirement of common stock		(1,150)		(1,611)		(33)		(400)
Proceeds from borrowings – net		1,291		396		-		696
Debt repayments		(358)		(592)		(203)		(218)
Net cash used in financing activities		(607)		(2,144)		(338)		(46)

Net increase (decrease) in cash and cash equivalents		417		(585)
Net increase in cash and cash equivalents						19		553

Cash and cash equivalents:
At beginning of year		276		827
Cash and cash equivalents
At beginning of period						653		276

At end of period	$	693	$	242	$	672	$	829

Supplemental disclosures of cash flow information:
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest (net of amounts capitalized)	$	297	$	296	$	62	$	60
Income taxes (net of refunds)		536		121		23		2

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly Norfolk Southern Corporation (Norfolk Southern) and subsidiaries’ (collectively, ~~NS)~~NS, we, us, and our) financial condition ~~as of September 30, 2012,~~at March 31, 2013, and December 31, ~~2011,~~2012, and ~~its~~our results of operations, ~~and~~ comprehensive income, ~~for the three~~ and ~~nine months ended September 30, 2012 and 2011, and its~~ cash flows for the ~~nine months ended September 30,~~first quarters of 2013 and 2012 ~~and 2011,~~ in conformity with U.S. generally accepted accounting ~~principles.~~principles (GAAP).

These ~~Consolidated Financial Statements~~consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in ~~NS’~~our latest Annual Report on Form 10-K.

1. Stock-Based Compensation

During the first quarter of ~~2012,~~2013, a committee of non-employee directors of ~~Norfolk Southern’s~~our Board of Directors granted stock options, restricted stock units (RSUs) and performance share units (PSUs) pursuant to the Long-Term Incentive Plan (LTIP) and granted stock options pursuant to the Thoroughbred Stock Option Plan (TSOP) as discussed below. Stock-based compensation expense was ~~a benefit of less than $1~~$37 million and $34 million during the ~~third quarter~~first quarters of ~~2012, compared with an expense of $3 million during the same period of 2011. For the first nine months of 2012~~2013 and ~~2011, stock-based compensation expense was $41 million and $52 million,~~2012, respectively. The total tax effects recognized in income in relation to stock-based compensation were ~~a net expense of $1 million and a net benefit of $1 million for the quarters ended September 30, 2012 and 2011, respectively, and~~ net benefits of ~~$13~~$12 million and ~~$17~~$11 million for the first ~~nine months~~quarters of ~~2012~~2013 and ~~2011,~~2012, respectively.

Stock Options

In the first quarter of ~~2012, 567,300~~2013, 748,200 options were granted under ~~the~~ LTIP and ~~210,300~~268,500 options were granted under ~~the~~ TSOP. In each case, the grant price was ~~$75.14,~~$69.83, which was the greater of the average fair market value of Norfolk Southern common stock (Common Stock) or the closing price of Common Stock on the effective date of the grant, and the options have a term of ten years. The options granted under ~~the~~ LTIP and TSOP in ~~2012~~2013 may not be exercised prior to the fourth and third anniversaries of the date of grant, respectively. Holders of the ~~2012~~2013 options granted under ~~the~~ LTIP who remain actively employed receive cash dividend equivalent payments for four years in an amount equal to the regular quarterly dividends paid on Common Stock. Dividend equivalent payments are not made on TSOP options.

The fair value of each option award in ~~2012~~2013 was measured on the date of grant using a lattice-based option valuation model. Expected volatilities are based on implied volatilities from traded options on ~~Common Stock~~ and historical volatility of Common Stock. ~~NS uses historical~~Historical data is used to estimate option exercises and employee terminations within the valuation model. The average expected option life is derived from the output of the valuation model and represents the period of time that options granted are expected to be outstanding. The average risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. For options granted that include dividend equivalent payments, a dividend yield of zero was used. A dividend yield of ~~2.3%~~2.86% was used for LTIP options for periods where no dividend equivalent payments are made as well as for TSOP options, which do not receive dividend equivalents.

The assumptions for the ~~2012~~2013 LTIP and TSOP grants are shown in the following table:

Expected volatility range	~~27%~~24% - ~~29%~~30%
Average expected volatility	~~27%~~
~~LTIP average expected option life~~	~~8.9 years~~
~~TSOP average expected option life~~	~~8.8 years~~26%
Average risk-free interest rate	~~1.96%~~1.88%
Average expected option term LTIP ~~per-share~~	9.0 years
Per-share grant-date fair value LTIP	$~~23.84~~20.40
Average expected option term TSOP ~~per-share~~	8.9 years
Per-share grant-date fair value TSOP	$~~19.55~~15.84

~~During~~For the ~~third~~first quarter of ~~2012,~~2013, options relating to ~~703,231~~1,024,614 shares were exercised, yielding ~~$19~~$35 million of cash proceeds and $12 million of tax benefit recognized as additional paid-in capital. During the third quarter of 2011, options relating to 555,659 shares were exercised, yielding $15 million of cash proceeds and $11 million of tax benefit recognized as additional paid-in capital.

~~For the first nine months of 2012, options relating to 1,476,527 shares were exercised, yielding $40 million of cash proceeds and $24~~$13 million of tax benefit recognized as additional paid-in capital. For the first ~~nine months~~quarter of ~~2011,~~2012, options relating to ~~2,204,705~~376,357 shares were exercised, yielding ~~$60~~$11 million of cash proceeds and ~~$33~~$6 million of tax benefit recognized as additional paid-in capital.

Restricted Stock Units

There were ~~140,000~~162,000 RSUs granted in ~~2012,~~2013, with an average grant-date fair value of ~~$75.14~~$69.83 and a five-year restriction period. The RSUs granted in ~~2012~~2013 will be settled through the issuance of shares of Common Stock.

During the ~~third quarters~~first quarter of 2013, 298,400 of the RSUs granted in 2008 vested, with 178,250 shares of Common Stock issued net of withholding taxes. For the first quarter of 2012, ~~and 2011, no~~281,900 of the RSUs ~~were earned or paid out. There were 311,900 RSU’s earned and paid out during the first nine months~~granted in 2007 vested, with 174,535 shares of ~~2012. There were no RSUs earned or paid out during the first nine months~~Common Stock issued net of ~~2011.~~withholding taxes. The total related tax ~~benefit~~benefits recognized as additional paid-in capital ~~was less than $1~~were $2 million ~~for the third quarter of 2012~~ and $3 million for the first ~~nine months~~quarters of ~~2012. The total related tax benefit recognized as additional paid-in capital was less than $1 million for both the third quarter of 2011~~2013 and ~~the first nine months of 2011.~~2012, respectively.

Performance Share Units

PSUs provide for awards based on achievement of certain predetermined corporate performance goals (total shareholder return, return on average invested capital, and operating ratio) at the end of a three-year cycle and are paid in the form of shares of Common Stock. During the first quarter of ~~2012,~~2013, there were ~~468,850~~550,800 PSUs granted with a grant-date fair value of ~~$75.14.~~$69.83.

During the first ~~nine months~~quarter of ~~2012, 782,889~~2013, 577,585 of the PSUs granted in 2010 were earned, ~~and paid out in~~with 348,189 shares of Common ~~Stock.~~Stock issued net of withholding taxes. For the first quarter 2012, 782,889 of the PSUs granted in 2009 were earned, with 488,957 shares of Common Stock issued net of withholding taxes. The total related tax ~~benefit~~benefits recognized as additional paid-in capital ~~was~~were $5 million and $11 million for the first ~~nine months~~quarters of ~~2012.~~2013 and 2012, respectively.

During the first nine months of 2011, 850,595 PSUs were earned and paid out, one-half in shares of Common Stock and one-half in cash. These PSUs had a grant-date fair value of $50.47 per unit and a fair value at payout of $62.75 per unit. The total related tax benefit recognized as additional paid-in capital was $2 million for the first nine months of 2011.

2. Income Taxes

There have been no material changes to the balance of unrecognized tax benefits reported at December 31, 2012. IRS examinations have been completed for all years prior to 2011. ~~NS anticipates that~~We expect the ~~Internal Revenue Service (IRS) will complete its examination of NS’ 2009~~IRS to begin auditing our 2011 and ~~2010 federal~~2012 consolidated income tax returns ~~by the end of 2012. NS does not expect that the resolution of the examination will have a material effect on its financial position, results of operations, or liquidity.~~in late 2013.

3. Earnings Per Share

									Basic				Diluted
	Basic				Diluted				First Quarter
	Three Months Ended September 30,								2013		2012		2013		2012
	2012		2011		2012		2011		($ in millions except per share amounts,
	($ in millions, except per share amounts)								shares in millions)

Net income	$	402	$	554	$	402	$	554	$	450	$	410	$	450	$	410
Dividend equivalent payments		(3)		(2)		(1)		-		(2)		(3)		(1)		(2)

Income available to common stockholders		399		552		401		554		448		407		449		408

Weighted-average shares outstanding		317.7		343.2		317.7		343.2		314.5		328.3		314.5		328.3
Dilutive effect of outstanding options and share-settled awards						4.1		5.8
Dilutive effect of outstanding options
and share-settled awards														3.6		4.6
Adjusted weighted-average shares outstanding						321.8		349.0						318.1		332.9

Earnings per share	$	1.26	$	1.61	$	1.24	$	1.59	$	1.43	$	1.24	$	1.41	$	1.23

Basic

Diluted

Nine Months Ended September 30,

2012

2011

2012

2011

($ in millions, except per share amounts)

Net income
$
1,336

$
1,436

$
1,336

$
1,436
Dividend equivalent payments

(7)

(6)

(3)

(2)
Income available to common stockholders

1,329

1,430

1,333

1,434

Weighted-average shares outstanding

322.9

349.8

322.9

349.8
Dilutive effect of outstanding options and share-settled awards

4.5

5.8
Adjusted weighted-average shares outstanding

327.4

355.6

Earnings per share
$
4.12

$
4.09

$
4.07

$
4.03

During the ~~third~~first quarters of 2013 and ~~first nine months of~~ 2012, ~~and 2011,~~ dividend equivalent payments were made to holders of ~~stock~~ options and RSUs. For purposes of computing basic earnings per share, ~~the total amount of~~ dividend equivalent payments made to holders of ~~stock~~ options and RSUs were deducted from net income to determine income available to common stockholders. For purposes of computing diluted earnings per share, ~~NS evaluates~~we evaluate on a grant-by-grant basis those ~~stock~~ options and RSUs receiving dividend equivalent payments under the two-class and treasury stock methods to determine which method is the more dilutive for each grant. For those grants for which the two-class method was more dilutive, net income was reduced by ~~the amount of~~ dividend equivalent payments ~~on these grants~~ to determine income available to common stockholders. The diluted calculations exclude options having exercise prices exceeding the average market price of Common Stock as follows: 0.8 million in ~~2012~~both 2013 and ~~zero in 2011.~~ 2012.

4. Stockholders’ Equity

Common ~~stock~~Stock

Common Stock is reported net of shares held by our consolidated subsidiaries (Treasury Shares) ~~of Norfolk Southern.~~. Treasury Shares at ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011,~~2012, amounted to 20,320,777 shares, ~~respectively,~~ with a cost of $19 million ~~as of~~at both dates.

Accumulated Other Comprehensive Loss

“Accumulated other comprehensive loss” reported in the Consolidated Balance Sheets consisted of the following:

				Accumulated
	Pensions			Other		Accumulated
	and Other			Comprehensive		Other
	Postretirement			Loss of Equity		Comprehensive
	Liabilities			Investees		Loss
	($ in millions)

December 31, 2012	$	(999)		$	(110)	$	(1,109)
Other comprehensive income (loss):
Amounts reclassified into net income		36	(1)		-		36
Net gain		-			1		1
Tax expense		(14)			-		(14)
Other comprehensive income		22			1		23

March 31, 2013	$	(977)		$	(109)	$	(1,086)

(1) These items are included in the computation of net periodic pension and postretirement benefit costs. See Note 8, “Pensions and Other Postretirement Benefits” for additional information.

5. Stock Repurchase Program

NSWe repurchased and retired ~~16.5~~0.5 million and 5.7 million shares of Common Stock in the first ~~nine months~~quarters of 2013 and 2012, respectively, at a cost of ~~$1.2 billion. NS repurchased~~$33 million and retired 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.$400 million. The timing and volume of purchases is guided by ~~management’s~~our 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~~we have repurchased and retired ~~126.1~~128.9 million shares at a total cost of ~~$7.4~~$7.5 billion.

6. Investment in Conrail

Through a limited liability company, ~~Norfolk Southern~~we and CSX Corporation (CSX) jointly own Conrail Inc. (Conrail), whose primary subsidiary is Consolidated Rail Corporation (CRC). ~~NS has~~We have a 58% economic and 50% voting interest in the jointly owned entity, and CSX has the remainder of the economic and voting interests. ~~NS’~~Our investment in Conrail was ~~$991 million~~$1.0 billion at ~~September 30, 2012,~~March 31, 2013, and ~~$969~~$996 million at December 31, ~~2011.~~2012.

CRC owns and operates certain properties (the Shared Assets Areas) for the joint and exclusive benefit of Norfolk Southern Railway Company (NSR) and CSX Transportation, Inc. (CSXT). The costs of operating the Shared Assets Areas are borne by NSR and CSXT based on usage. In addition, NSR and CSXT pay CRC a fee for access to the Shared Assets Areas. “Purchased services and rents” and “Fuel” include expenses for the use of the Shared Assets Areas totaling ~~$33~~$34 million and ~~$32 million for the third quarters of 2012 and 2011, respectively, and~~

~~$99 million and $97~~$36 million for the first ~~nine months~~quarters of 2013 and 2012, ~~and 2011,~~ respectively. ~~NS’~~Our equity in the earnings of Conrail, net of amortization, included in “Other income – net” was ~~$8 million for both the third quarters of 2012 and 2011, and $23~~$9 million and ~~$21~~$6 million for the first ~~nine months~~quarters of ~~2012~~2013 and ~~2011,~~2012, respectively.

“Accounts payable” includes ~~$161~~$174 million at ~~September 30, 2012,~~March 31, 2013, and ~~$160~~$178 million at December 31, ~~2011,~~2012, due to Conrail for the operation of the Shared Assets Areas. In addition, “Other liabilities” includes $133 million at both ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011,~~2012, for long-term advances from Conrail, maturing 2035, that bear interest at an average rate of ~~4.4%~~4.40%.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Norfolk Southern Corporation and Subsidiaries

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes.

OVERVIEW

~~NS’~~We are one of the nation’s premier transportation companies. Our Norfolk Southern Railway Company subsidiary operates approximately 20,000 miles of road 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. We operate the most extensive intermodal network in the East and are a major transporter of coal, automotive, and industrial products. During the first quarter of 2013, we opened the Franklin County Regional Intermodal Facility in Greencastle, Pennsylvania. This is the third Crescent Corridor-related facility we have opened since mid-2012, in order to position ourselves to handle increased intermodal volumes faster and more reliably.

Our first quarter net income ~~was $402~~improved to $450 million in 2013 from $410 million in 2012 ~~a decline from $554 million in 2011, primarily a reflection of depressed coal volumes~~ and ~~lower fuel surcharge revenue. Earnings~~earnings per share ~~declined~~grew to ~~$1.24~~$1.41 from ~~$1.59~~$1.23 in the prior ~~year, despite fewer~~year. Net income and earnings per share were favorably impacted by the recognition of the gain from the sale of certain assets to the Michigan Department of Transportation, resulting in an after-tax benefit of $60 million, or $0.19 per share.

Cash provided by operating activities for the first quarter of 2013 was $723 million, which along with cash on hand allowed for property additions, debt repayments, dividends, and share repurchases. In the first quarter of 2013, we repurchased approximately 0.5 million shares ~~outstanding~~of Norfolk Southern common stock (Common Stock) at a total cost of $33 million. Since inception of our stock repurchase program in 2006, we have repurchased and retired 128.9 million shares of Common Stock at a total cost of $7.5 billion. At March 31, 2013, cash, cash equivalents, and short-term investments totaled $687 million.

SUMMARIZED RESULTS OF OPERATIONS

First quarter 2013 net income was $450 million, up $40 million, or 10%, compared with the same period last year. The increase resulted from higher non-operating income, primarily the gain on sale of land in Michigan as discussed above, which was partially offset by a ~~result of share repurchases (see below).~~$54 million decline in income from railway operations. The decrease in income from railway operations reflected a $51 million, or 2%, decline in railway operating revenues as the softness in our coal business overshadowed intermodal and general merchandise revenue growth. The railway operating ratio (a measure of the amount of operating revenues consumed by operating expenses) rose to ~~72.9%, compared with 67.5% for the third quarter of 2011.~~

~~Cash provided by operating activities~~74.8% for the first ~~nine months~~quarter of ~~2012 was $2.5 billion, which along~~2013, compared with ~~proceeds from borrowings and cash on hand allowed~~73.3% for ~~property additions, share repurchases, dividends, and debt repayments. In~~ the first ~~nine months~~quarter of 2012, 16.5 million shares of Norfolk Southern Corporation common stock (Common Stock) were repurchased at a total cost of $1.2 billion. Since the beginning of 2006, NS has repurchased and retired 126.1 million shares of Common Stock at a total cost of $7.4 billion. At September 30, 2012, cash, cash equivalents, and short-term investments totaled $708 million.

~~SUMMARIZED RESULTS OF OPERATIONS~~2012.

Third quarter 2012 net income was $402 million, down $152 million, or 27%, compared with the same period last year. The decrease resulted from a $207 million decline in income from railway operations and reduced nonoperating income items, which were partially offset by a $92 million decrease in income taxes. The decrease in income from railway operations reflected a $196 million, or 7%, decline in railway operating revenues and an $11 million, or 1%, increase in railway operating expenses.

For the first nine months of 2012, net income was $1.3 billion, down $100 million, or 7%, compared with the same period last year, driven by lower nonoperating income items and increased income tax expense. Income from railway operations was relatively flat, reflecting slightly lower railway operating revenues partially offset by slightly lower operating expenses (which reflects the absence of the prior year’s $58 million unfavorable insurance arbitration ruling).

Oil prices affect ~~NS’~~our results of operations in a variety of ways and can have an overall favorable or unfavorable impact in any particular period. In addition to the impact of oil prices on general economic conditions, ~~traffic~~ volume, and supplier costs, oil prices directly affect ~~NS’~~our revenues through market-based fuel surcharges and contract escalators (see “Railway Operating Revenues”) and also affect fuel costs (see “Railway Operating Expenses”). For the ~~third~~first quarter of ~~2012,~~2013, excluding the impact of ~~decreased~~increased consumption, fuel surcharge revenue decreased while fuel expense increased. ~~For the first nine months of 2012, the increase in fuel surcharge revenue was less than the increase in fuel expense.~~ Future changes in oil prices may cause volatility in operating results that could be material to a particular year or quarter.

DETAILED RESULTS OF OPERATIONS

Railway Operating Revenues

~~Third~~First quarter railway operating revenues were $~~2.7~~$2.7 billion in ~~2012~~2013, down $51 million or 2%, ~~down~~ $~~196~~ ~~million~~ ~~or 7%,~~c~~ompared with the~~ ~~third~~ ~~quarter of~~ ~~2011. For the first~~ ~~nine~~ ~~months of~~ ~~2012, railway operating revenues~~ ~~were $8.4~~ ~~billion, down~~

$19 ~~million~~ compared with the ~~same period last year.~~first quarter of 2012. As shown in the following table, the de~~crease~~decrease for the quarter waswas the result of lower average revenue per unit (which ~~include~~sincludes the effects of fuel surcharges) ~~and low~~er ~~traffic volume. For the first~~ ~~nine~~ ~~months, lower average revenue per unit was~~, partially offset by higher ~~traffic~~ volume. Fuel ~~surcharges amounted to $286~~ ~~million in the~~ ~~third~~ ~~quarter (down~~ $72~~million) and $976~~surcharge revenue totaled $274 million for the first ~~nine~~ ~~months (up $~~8 ~~million).~~quarter of 2013 and $325 million for the first quarter of 2012.

Third Quarter

First Nine Months

2012 vs. 2011

2012 vs. 2011

Increase (Decrease)

($ in millions)

Revenue per unit

$
(156)

$
(30)

Traffic volume (units)

(40)

11

Total

$
(196)

$
(19)

	First Quarter
	2013 vs. 2012
	Increase (Decrease)
	($ in millions)

Revenue per unit		$	(136)
Traffic volume (units)			85

Total		$	(51)

Many of ~~NS’~~our negotiated fuel surcharges for coal and general merchandise ~~traffic~~shipments are based on the monthly average price of West Texas Intermediate Crude Oil (WTI Average Price). These surcharges are reset the first day of each calendar month based on the WTI Average Price for the second preceding calendar month. This two-month lag in applying WTI Average Price ~~coupled with the change in fuel prices~~ decreased fuel surcharge revenue by approximately $21 ~~million for the~~ ~~third~~ ~~quarter~~, ~~but increased~~ ~~fuel surcharge revenue~~ ~~by approximately $~~14$23 million for the first ~~nine~~ ~~months.~~ ~~In 2011, this two-month lag increased fuel surcharge revenue by~~quarter of 2013 and approximately ~~$52~~$26 million for the ~~third~~first quarter ~~and had an insignificant impact for the first nine months.~~of 2012.

One of ~~NS’~~our customers, DuPont, has a rate reasonableness complaint pending before the Surface Transportation Board (STB) alleging that ~~the NS~~our tariff rates for transportation of regulated movements are unreasonable. ~~NS disputes these allegations.~~We dispute this allegation. Since June 1, 2009, ~~NS has~~we have been billing and collecting from DuPont amounts based on the challenged tariff rates. ~~Manageme~~ntWe presently ~~expects~~expect resolution of the DuPont case to occur in ~~2013~~2014 and ~~believes~~believe the estimate of reasonably possible loss will not have a material effect on ~~NS’~~our financial position, results of operations, or liquidity. With regard to rate cases, ~~management~~we records adjustments to revenues in the periods, if and when, such adjustments are probable and ~~estimable~~.estimable.

Revenues, units, and average revenue per unit for ~~NS’~~our market groups were as follows:

	Third Quarter										First Quarter
	Revenues				Units		Revenue per Unit				Revenues				Units		Revenue per Unit
	2012		2011		2012	2011	2012		2011		2013		2012		2013	2012	2013		2012
	($ in millions)				(in thousands)		($ per unit)				($ in millions)				(in thousands)		($ per unit)

Coal	$	701	$	899	348.2	405.1	$	2,014	$	2,219	$	635	$	766	343.2	359.0	$	1,850	$	2,134
General merchandise:
Chemicals												394		362	106.0	96.0		3,719		3,772
Agriculture/consumer/gov’t		344		357	142.6	143.2		2,415		2,487		361		370	147.9	152.3		2,441		2,429
Chemicals		370		353	99.0	95.4		3,739		3,696
Metals and construction		314		340	165.6	178.4		1,897		1,905		336		342	154.8	165.5		2,172		2,068
Automotive		203		191	85.8	80.2		2,363		2,384		244		226	98.7	96.3		2,467		2,345
Paper/clay/forest		194		198	76.7	80.9		2,530		2,454		195		196	76.6	76.7		2,539		2,552
General merchandise		1,425		1,439	569.7	578.1		2,502		2,488		1,530		1,496	584.0	586.8		2,619		2,549

Intermodal		567		551	867.1	826.7		653		667		573		527	856.4	785.0		669		671

Total	$	2,693	$	2,889	1,785.0	1,809.9		1,509		1,596	$	2,738	$	2,789	1,783.6	1,730.8		1,535		1,611

First Nine Months

Revenues

Units

Revenue per Unit

2012

2011

2012

2011

2012

2011

($ in millions)

(in thousands)

($ per unit)

Coal
$
2,222

$
2,608

1,062.0

1,213.8

$
2,092

$
2,148
General merchandise:

Agriculture/consumer/gov’t

1,084

1,077

445.0

448.9

2,436

2,398
Chemicals

1,111

1,046

293.5

286.5

3,785

3,651
Metals and construction

1,025

929

511.3

500.1

2,005

1,857
Automotive

668

566

280.5

243.4

2,381

2,326
Paper/clay/forest

589

573

230.3

239.7

2,559

2,393
General merchandise

4,477

4,191

1,760.6

1,718.6

2,543

2,439

Intermodal

1,657

1,576

2,492.5

2,375.6

665

664

Total
$
8,356

$
8,375

5,315.1

5,308.0

1,572

1,578

Coal

~~Coal~~

Coal revenues decreased $~~198~~$131 million, or ~~22%~~17%, in the ~~third~~first quarter, ~~and~~ $~~386~~ ~~million, or~~ ~~15%~~, ~~for the~~ ~~first~~ ~~nine~~ ~~months,~~ compared with the same ~~periods~~period last ~~year. Both decreases were the result of declines~~year, reflecting a 13% decline in ~~traffic volume (down~~ ~~14%~~ ~~in the~~ ~~third~~ ~~quarter~~ ~~and~~ ~~13%~~ ~~for the first nine months) and~~ average revenue per unit ~~(down~~ 9%and a 4% decrease in ~~the~~ ~~third~~ ~~quarter and~~ 3% ~~for the first~~ ~~nine~~ ~~months).~~ carload volume. Coal tonnage by market was as follows:

	Third Quarter				First Nine Months				First Quarter
	2012		2011		2012		2011		2013		2012
	(tons in thousands)								(tons in thousands)

Utility		25,996		30,370		75,784		91,335		23,958		26,261
Export		6,191		6,522		21,445		21,898		8,419		6,724
Domestic metallurgical		4,649		5,575		14,240		14,208		4,042		4,572
Industrial		1,724		1,974		5,525		5,705		1,800		1,921

Total		38,560		44,441		116,994		133,146		38,219		39,478

~~Utility~~ The decline in coal tonnage ~~decreased~~ 14~~% in~~for the ~~third~~first quarter ~~and~~ ~~17% for~~of 2013 as compared to the fi~~rst~~ ~~nine~~ ~~months, reflecting competition~~ ~~from low~~same period of 2012 was driven primarily by the effects of natural gas ~~prices,~~ ~~reduced electrical demand~~displacement, resulting in ~~NS-served regions, and~~higher than normal utility coal ~~plant closures due to Environmental Protection Agency (EPA) regulations. Export~~stockpiles that drove a 9% decrease in utility coal ~~tonnage, which declined substantially in September, decreased~~ 5~~% in the~~ ~~third~~ q~~uarter~~ ~~and 2%for the first~~ ~~ninemonths. Both periods were negatively impacted by the return of Australian supply and weaker global demand for~~ ~~metallurgical coal used in~~ ~~steel production, offset in part by~~ ~~increased thermal coal shipments~~.tonnage. Domestic metallurgical coal tonnage was down 17%12% in the ~~third~~first quarter as due to the closure of a steel plant in the second half of 2012 and the continued decline in domestic steel ~~production decelerated, but was relatively flat for~~production. These declines were offset in part by a 25% increase in export coal tonnage in the first ~~ninemonths. Industrial~~quarter, as an increase in Asian steel production resulted in a greater demand for metallurgical coal. Export coal tonnage ~~decreased 13% in the~~ ~~third~~ ~~quarter and~~ ~~3% for~~ ~~the~~ fi~~rst~~ ~~nine~~ ~~months, as weak industrial demand was partially offset by new business.~~ also reflected higher thermal coal shipments.

Coal revenues for the remainder of the year are expected to ~~decrease~~be lower compared to last year due to lower ~~traffic volume and lower~~ average revenue per ~~unit, primarily due to declines with the utility and export coal market segments.~~unit.

General Merchandise

General merchandise revenues ~~decreased $14~~increased $34 million, or 1%2%, in the ~~third~~first quarter, compared with the same period last year, driven by a marginal decrease in traffic volume, partially offset by a slight rise in average revenue per unit. For the first nine months, general merchandise revenues increased $286 million, or 7%, reflecting a 4% improvement3% increase in average revenue per unit, partially offset by a marginal decrease in volumes.

Chemicals volume increased 10% in the first quarter, a result of higher shipments of crude oil originated from the Bakken and ~~a 2% increase in traffic volume.~~Canadian oil fields.

Agriculture, consumer products, and government volume ~~was flat during the third quarter, but~~ decreased ~~1% for~~3% in the first nine months. The first nine months contained fewer carloads of fertilizer led by certain network classification changes and the negative impact of the drought in the Midwest. Volume declines for the first nine months were also driven byquarter, reflecting reduced corn shipments ~~(due to plant closures) and reduced carloads of wheat to the eastern U.S. (due~~due to customer sourcing ~~changes). These volume declines were offset in part by more revenue movements~~changes and an ethanol plant closure during the fourth quarter of ~~empty equipment, as well as more shipments of corn-based feed to Texas.~~ 2012.

Chemicals volume increased 4% in the third quarter and 2% for the first nine months, reflecting more shipments of crude oil, as well as additional carloads of liquefied petroleum gas. The first nine months also contained higher shipments of plastics driven by increased demand for plastic bottles. Volume increases for both periods were offset in part by fewer shipments of rock salt as a mild winter resulted in higher inventory levels.

Metals and construction volume decreased 7%6% in the ~~third~~first quarter, ~~but increased 2% for the first nine months. Both periods included~~reflecting fewer iron and steel carloads (due to a steel plant closure), reduced scrap metal shipments (led by weakening demand), and fewer shipments of aggregates ~~carloads, primarily driven by~~(due to weak market conditions in road/highway construction ~~and~~as well as fewer movements of scrubber stone as a result of lower utility coal burn. The third quarter also included fewer iron and steel carloads driven by a plant closure, in addition to fewer shipments of fractionating sand due to reduced natural gas drilling in NS-served regions. Conversely, the first nine months contained higher shipments of fractionating sand for natural gas drilling, as well as more carloads of coil and scrap metal driven by increased domestic steel and automotive production. The first nine months also included more iron and steel shipments.burn).

Automotive volume grew 7%2% in the ~~third~~first quarter, ~~and 15% for the first nine months,~~ primarily a result of ~~increased North American light vehicle production at NS-served plants.~~ new business from existing customers (including both finished vehicles and auto parts).

Paper, clay, and forest products volume was ~~down 5% in the third quarter and 4% for~~relatively flat during the first ~~nine months, driven by fewer shipments of pulp as a result of declining export market demand. Both periods also contained reduced carloads of miscellaneous wood driven by the loss of business.~~ quarter.

General merchandise revenues for the remainder of the year are expected to ~~increase~~be higher compared to last year due to ~~higher~~improved average revenue per unit ~~offset by slightly lower traffic volume.~~and higher volumes.

Intermodal

Intermodal revenues increased ~~$16~~$46 million, or 3%9%, in the ~~third~~first quarter, compared with the same period last year, reflecting a 5%9% increase in ~~traffic volumes partially offset by a 2% decline in average revenue per unit. For the first nine months, intermodal revenues increased $81 million, or 5%, reflecting a 5%~~volumes. The increase in ~~traffic volume.~~

~~Domestic~~intermodal volumes was primarily due to a 10% improvement in domestic volume (which includes truckload and intermodal marketing companies) ~~volume increased 11% in both the third quarter and the first nine months, reflecting continued highway conversions.~~

~~Premium business, which includes parcel and less-than-truckload (LTL) carriers, increased 3% for the third quarter and 2% for the first nine months,~~ as a result of ~~stronger market demand and new business.~~

~~Triple Crown Services (Triple Crown), a service with rail-to-highway trailers,~~continued highway conversions. We also experienced a 13% growth in international volume ~~decline~~due to an improving economy and additional business associated with the opening of ~~3% in the third quarter and was relatively flat for the first nine months, as Triple Crown eliminated some of its lower margin volume.~~

International traffic volume declined 1% for both the third quarter and the first nine months, as the loss of business from a shipping line was partially offset by growth across remaining international customers. new intermodal terminals.

Intermodal revenues for the remainder of the year are expected to ~~increase,~~be higher compared to last year due to higher ~~traffic~~ volumes ~~partially offset by lower~~and improved average revenue per unit.

Railway Operating Expenses

~~Third~~First quarter railway operating expenses were $2.0 billion in ~~2012,~~2013, up ~~$11~~$3 million ~~or 1%,~~ compared to the same period last year. ~~For~~

Fuel expense, which includes the cost of locomotive fuel as well as other fuel used in railway operations, increased $16 million, or 4%. The increase was principally the result of higher fuel consumption (locomotive fuel consumption was up 2%), which had an impact of $9 million, as well as increased fuel prices (locomotive fuel prices rose 1%), which had an impact of $7 million.

Depreciation expense increased $3 million, or 1%, reflecting the effects of a larger capital base that more than offset the results of a recently completed equipment depreciation study. The impact of the study was a decrease to depreciation expense in the first ~~nine months, expenses were $5.9 billion, down $16~~quarter of $8 million, ~~compared~~primarily due to lower depreciation rates. This impact is expected to continue for the ~~same period last year, reflecting the absence~~remainder of the ~~prior year’s first quarter $58 million unfavorable arbitration ruling. Both periods included higher depreciation expense as a result~~year, but to be more than offset by the effects of an increased capital base.

~~Compensation and benefits expenses decreased $12 million, or 2%, in the third quarter and $6 million for the first nine months. Both periods include changes in:~~

· ~~incentive and stock-based compensation (down $19 million for the quarter and $24 million~~

~~for the first nine months),~~

· ~~employee activity levels (down $13 million for the quarter and $25 million for the first nine~~

~~months),~~

· ~~pay rates (up $13 million for the quarter and $29 million for the first nine months), and~~

· ~~pension and post-retirement medical costs (up $6 million for the quarter and $13 million for the~~

~~first nine months).~~

Purchased services and rents includes the costs of services provided by outside contractors, the net costs of operating joint (or leased) facilities with other railroads and the net cost of equipment rentals. This category of expenses ~~was flat for the third quarter and down $5~~rose $2 million, ~~for the first nine months,~~or 1%, driven by ~~lower equipment rents~~higher professional fees and ~~haulage expenses, which were offset entirely for the quarter~~automotive and ~~in part for the first nine months by increased~~joint facilities costs, ~~associated with professional and consulting fees, freight car repair, intermodal operations, and advertising expenses.~~

Fuel expense, which includes the cost of locomotive fuel as well as other fuel used in railway operations, decreased $6 million, or 2%, for the third quarter and $4 million for the first nine months. The decreases were principally the result of decreased fuel consumption (locomotive fuel consumption declined 3% and 2%, respectively), which had an impact of $10 million in the third quarter and $31 million for the first nine months, offset in part by ~~increased fuel prices (locomotive fuel prices increased 1%~~lower engineering and ~~2%, respectively), which had an impact of $4 million and $27 million, respectively.~~haulage costs.

The following table shows the components of purchased services and rents expenses:

	First Quarter
	2013		2012
	($ in millions)

Purchased services	$	321	$	318
Equipment rents		72		73

Total	$	393	$	391

Materials and other expenses (including the estimates of costs related to personal injury, property damage, and environmental matters) in~~creased $~~16~~million, or~~ ~~8%,~~ ~~in the~~ ~~third~~ ~~quarter~~, ~~but~~ d~~ecreased~~ $43decreased $12 million, or 6%5%, ~~for the first~~ ~~nine~~ ~~months. Both~~ ~~periods~~ ~~were impacted by higher costs~~reflecting lower materials usage associated with ~~materials used for~~ equipment and roadway ~~repairs and property taxes. The quarter also includes higher derailment costs. For both periods, these increases were partially offset by more~~ repairs.

The following table shows the components of materials and other expenses:

	Third Quarter				First Nine Months				First Quarter
	2012		2011		2012		2011		2013		2012
	($ in millions)								($ in millions)

Materials	$	109	$	105	$	316	$	302	$	101	$	112
Casualties and other claims		33		30		101		172		35		38
Other		84		75		244		230		82		80

Total	$	226	$	210	$	661	$	704	$	218	$	230

The Consolidated Balance Sheets reflect long-term receivables for estimated recoveries from NS’ insurance carriers for claims associated with the January 6, 2005, derailment in Graniteville, S.C. In the first quarter of 2011, NS received an u~~nfavorable ruling for an arbitration~~ ~~claim with an insurance carrier,~~Compensation and ~~was denied recovery of the contested portion($43 million) of the claim. As a result, NS recorded a $43~~benefits expense decreased $6 million, ~~charge during the first quarter of 2011 for the receivables associate~~or 1%, reflecting changes in:

• ~~d with the contested portion of the claim~~employee activity levels (down $14 million),

• payroll taxes (down $7 million), and a

• pay rates (up $15 ~~million charge for other receivables affected by the ruling for which recovery was no longer probable.~~million).

Other Income – Net

Other income – net ~~decreased $27~~increased $106 million in the ~~third~~first quarter, ~~and $28~~reflecting a $97 million ~~for the first nine months, primarily driven by fewer net gains on the~~land sale ~~of property (down $28 million for the quarter~~gain in Michigan and $27 million for the first nine months), decreased coal royalties (down $5 million for the quarter and $7 million for the first nine months), and higher interest expense on uncertain tax positions (up $3 million for the quarter and $11 million for the first nine months) offset in part by higher net returns from corporate-owned life insurance (up ~~$10 million~~$7 million).

Provision for ~~the quarter and $9 million~~Income Taxes

The effective income tax rate for the first ~~nine months). Other miscellaneous income items were down $1 million for the~~ quarter ~~but up $8 million for the first nine months.~~

~~Provision for Income Taxes~~

~~The third quarter and year-to-date effective income tax rates were 37.2% and 37.5% in 2012, respectively,~~of 2013 was 35.4%, compared with 37.3% ~~and 34.6%, respectively,~~ for the same ~~periods~~period last year. The decrease was primarily due to $9 million in income tax benefits we recognized in the first quarter of 2013 for certain tax credits retroactively reinstated by the American Taxpayer Relief Act of 2012, which was signed into law on January 2, 2013, and higher effective rate year-to-date primarily reflects the absence of the prior year’s favorable resolution of IRS examination of NS’ 2008 return and review of certain claims for refund ($40 million) and the absence of a favorable reduction in deferred tax expense for state law changes ($19 million).net returns from corporate-owned life insurance.

~~In December 2010, the Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act increased~~Fifty-percent bonus depreciation ~~to 100 percent~~was allowed for ~~the period September 2010 through the end~~federal income taxes in 2012. The American Taxpayer Relief Act of ~~2011 and allows 50 percent~~2012 extended fifty-percent bonus depreciation ~~in 2012.~~for 2013. While bonus depreciation does not affect ~~NS’~~our total provision for income taxes or effective ~~tax~~ rate, we expect the absence of bonus depreciation ~~is expected~~ to increase current income tax expense and the related cash outflows for the payment of income taxes beginning in ~~2013.~~2014.

~~NS’~~IRS examinations have been completed for all years prior to 2011. We expect the IRS will begin auditing our 2011 and 2012 consolidated income tax returns for 2009 and 2010 are being audited by the IRS and NS expects the examinations to be completed by the end of 2012. NS does not expect that the results of the examinations will have a material effect on income tax expense.in late 2013.

FINANCIAL CONDITION AND LIQUIDITY

Cash provided by operating activities, ~~NS’~~our principal source of liquidity, was ~~$2.5 billion~~$723 million for the first ~~nine months~~quarter of ~~2012~~2013 compared with ~~$2.8~~$1.0 billion for the same period of ~~2011. NS~~2012, primarily reflecting the reduction of accounts payable and lower operating results. We had working capital of ~~$375~~$419 million at ~~September 30, 2012,~~March 31, 2013, compared with ~~$50~~$161 million at December 31, ~~2011,~~2012, primarily reflecting ~~a higher cash balance as a result of new debt issued and~~ lower ~~share repurchase activity during the first nine months of 2012.~~short-term debt. Cash, cash equivalents, and short-term investment balances totaled ~~$708~~$687 million at ~~September 30, 2012,~~March 31, 2013, and were invested in accordance with ~~NS’~~our corporate investment policy as approved by ~~the~~our Board of Directors. The portfolio contains securities that are subject to market risk. There are no limits or restrictions on ~~NS’~~our access to the assets. ~~NS expects that~~We expect cash on hand combined with cash ~~flows from operations~~provided by operating activities will be sufficient to meet ~~its~~our ongoing obligations. During the first nine months of 2012, NS issued $600 million of 3.00% senior notes due 2022, $600 million of 3.95% senior notes due 2042, and as part of a debt exchange, issued $600 million of 2.90% senior notes due 2023 for $521 million of previously issued notes (see below). Other than these items, thereThere have been no material changes to the information on ~~NS’~~our future obligations contained in ~~NS’~~our Form 10-K for the year ended December 31, ~~2011.~~2012.

Cash used in investing activities was ~~$1.5 billion~~$366 million for the first ~~nine months~~quarter of ~~2012,~~2013, compared with ~~$1.2 billion~~$436 million in the same period last year, primarily reflecting a decrease in ~~investment sales, net of purchases and an increase in~~ property additions.

The Crescent Corridor consists of a program of projects for infrastructure and other facility improvements geared ~~towar~~dtoward creating a seamless, high-capacity intermodal route spanning 11 states from New Jersey to Louisiana and offering truck-competitive service along several major interstate highway corridors, including I-81, I-85, I-20, I-40, I-59, I-78, and I-75. Based on the public benefits that stand to be derived in the form of highway congestion relief, ~~NS plans~~we will continue to implement certain elements of the Crescent Corridor ~~through~~through a series of ~~public-private partnerships.~~public-private partnerships. Currently, the Crescent Corridor has re~~ceived~~received or expects to receive a total of $~~295~~ $305 million in public capital funding commitments from the Commonwealths of Pennsylvania and Virginia, the State of Tennessee, the federal TIGER Stimulus Program and other federal funding sources related to projects in Alabama, Pennsylvania, Tennessee, and North Carolina. With respect to the private funding component, NSwe currently ~~anticipates~~anticipate spending up to $~~363~~ $339 million for the substantial completion of work on these projects, which is now expected in ~~2014, including planned~~2015 based on business considerations. This includes planned investments of approximately $87 million for the remainder of ~~2012 of~~2013 and approximately$85 ~~million.~~ $57 million thereafter through 2015. If and when capacity warrants, additional improvements and expansions beyond these amounts may be made to the Crescent Corridor.

Cash used in financing activities was ~~$607~~$338 million in the first ~~nine months~~quarter of ~~2012~~2013 compared with ~~$2.1 billion~~$46 million in the same period last year. The change includes ~~increased~~the absence of proceeds from borrowings, ~~decreased share repurchases, and lower debt repayments and maturities,~~ offset in part by ~~increased dividends. Share repurchases were 16.5~~lower share repurchases. We repurchased approximately 0.5 million shares, totaling ~~$1.2 billion~~$33 million, in the first ~~nine months~~quarter of ~~2012,~~2013, compared to ~~23.8~~5.7 million shares, totaling ~~$1.6 billion~~$400 million, in the same period last year. ~~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 future share repurchases will be guided by ~~management’s~~our assessment of market conditions and other pertinent ~~factors, however, share repurchases for the remainder of the year are expected to be lower than the $300 million purchased in third quarter 2012.~~factors. Any near-term purchases under the program are expected to be made with internally generated cash, cash on hand, or proceeds from borrowings.

~~During the first nine months of 2012, NS issued:~~

· ~~$600 million of 3.00% senior notes due 2022,~~

· ~~$600 million of 3.95% senior notes due 2042, and~~

· ~~$600 million of 2.90% senior notes due 2023 and paid $115 million of premium in cash in~~

~~exchange for $521 million of its previously issued notes ($156 million at 7.25% due 2031,~~

~~$140 million at 5.64% due 2029, $115 million at 5.59% due 2025, $72 million at 7.80%~~

~~due 2027, and $38 million at 7.05% due 2037).~~

The exchange premium, reflected as a reduction of debt in the Consolidated Balance Sheet and within “Debt repayments” in the Statement of Cash Flows, will be amortized as additional interest expense over the term of the new debt. NS’Our total debt-to-total capitalization ratio was ~~46.5%~~45.6% at ~~September 30, 2012~~March 31, 2013 and ~~43.2%~~47.1% at December 31, ~~2011.~~2012.

~~As of September 30, 2012, NS has~~We have authority from ~~its~~our Board of Directors to issue an additional $600 million of debt or equity securities through public or private sale. ~~NS has~~We have on file with the Securities and Exchange Commission a Form S-3 automatic shelf registration statement for well-known seasoned issuers under which securities may be issued pursuant to this authority.

NSWe also ~~has~~have in place and available a $750 million, five-year credit agreement expiring in 2016, which provides for borrowings at prevailing rates and includes covenants. NSWe had no amounts outstanding under this facility at ~~September 30, 2012,~~March 31, 2013, and ~~NS is~~are in compliance with all of ~~its~~our covenants. In October 2012, NSwe renewed ~~its~~our $350 million accounts receivable securitization program with a 364-day term to run until October 2013. There was $100 million and ~~$200~~$300 million outstanding under this program at ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011,~~2012, respectively.

APPLICATION OF CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in accordance with U.S. ~~generally accepted accounting principles~~Generally Accepted Accounting Principles (GAAP) requires ~~management~~us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates and assumptions may require significant judgment about matters that are inherently uncertain, and future events are likely to occur that may require ~~management~~us to make changes to these estimates and assumptions. Accordingly, ~~management~~we regularly ~~reviews~~review these estimates and assumptions based on historical experience, changes in the business environment, and other factors ~~that management believes~~we believe to be reasonable under the circumstances. ~~Management~~We regularly ~~discusses~~discuss the development, selection, and disclosures concerning critical accounting estimates with the Audit Committee of ~~its~~our Board of Directors. There have been no significant changes to the ~~Application~~application of ~~Critical Accounting Estimates~~critical accounting estimates disclosure contained in ~~NS’~~our Form 10-K ~~as of~~at December 31, ~~2011.~~2012.

OTHER MATTERS

Labor Agreements

More than 80% of ~~NS’~~our railroad employees are covered by collective bargaining agreements with various labor unions. These agreements remain in effect until changed pursuant to the Railway Labor Act. NSWe largely ~~bargains~~bargain nationally in concert with other major railroads, represented by the National Carriers Conference Committee (NCCC). Moratorium provisions in the labor agreements govern when the railroads and the unions may propose changes.

~~The~~We and the NCCC ~~has~~have concluded the round of bargaining that began in ~~November~~ 2009 and reached ~~national~~ agreements with all applicable labor unions. Although NS previously concluded separate agreements with each of the Brotherhood of Locomotive Engineers and Trainmen (BLET) and the American Train Dispatchers Association (ATDA) that extend through December 31, 2014 ~~the health and welfare provisions from the national agreements apply~~with all applicable labor unions. With regard to the ~~BLET and ATDA. NS bargains separately with its Ashtabula~~Wheelersburg (Ohio) ~~Docks longshoremen,~~Terminal workers who are represented by the ~~International Longshoremen’s Association (ILA) and do not participate in national bargaining. The present agreement remains in effect, and no~~Brotherhood of Maintenance of Way Employes Division (BMWED), negotiations are underway and mediation under the auspices of the National Mediation Board is expected to begin in ~~progress with ILA.~~

~~Market Risks~~mid-2013.

~~NS manages its~~Market Risks

We manage overall exposure to fluctuations in interest rates by issuing both fixed- and floating-rate debt instruments. At ~~September 30, 2012, NS’~~March 31, 2013, debt subject to interest rate fluctuations totaled $100 million. A 1%one-percentage point increase in interest rates would increase ~~NS’~~ total annual interest expense related to all ~~its~~ variable debt by $1 million. ~~Management considers~~We consider it unlikely that interest rate fluctuations applicable to these instruments will have a material adverse effect on ~~NS’~~our financial position, results of operations, or liquidity.

Environmental Matters

~~Environmental Matters~~

~~NS is~~We are subject to various jurisdictions’ environmental laws and regulations. ~~It is NS’ policy to~~We record a liability where such liability or loss is probable and its amount can be estimated reasonably. Claims, if any, against third parties for recovery of cleanup costs we have incurred, ~~by NS~~ are reflected as receivables (when collection is probable) in the Consolidated Balance Sheets and are not netted against the associated NS liability. Environmental engineers regularly participate in ongoing evaluations of all known sites and in determining any necessary adjustments to liability estimates. ~~NS also has~~We have an Environmental Policy Council, composed of senior managers, to oversee and interpret ~~its~~our environmental policy.

~~NS’~~Our Consolidated Balance Sheets include liabilities for environmental exposures of ~~$34~~$48 million at

~~September 30, 2012,~~March 31, 2013, and ~~$35~~$42 million at December 31, ~~2011~~2012 (of which $12 million is classified as a current liability at the end of each period). At ~~September 30, 2012,~~March 31, 2013, the liability represents ~~NS’~~our estimate of the probable cleanup,

investigation, and remediation costs based on available information at ~~142~~151 known locations and projects. ~~As of~~At that date, ~~seven~~ten sites accounted for ~~$17~~$28 million of the liability, and no individual site was considered to be material. ~~NS anticipates~~We anticipate that much of this liability will be paid out over five years; however, some costs will be paid out over a longer period.

At 2221 locations, one or more ~~Norfolk Southern~~of our subsidiaries in conjunction with a number of other parties, have been identified as potentially responsible parties under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, or comparable state statutes that impose joint and several liability for cleanup costs. ~~NS calculates its~~We calculate our estimated liability for these sites based on facts and legal defenses applicable to each site and not solely on the basis of the potential joint liability.

With respect to known environmental sites (whether identified by NSus or by the EPA, or comparable state authorities), estimates of ~~NS’~~our ultimate potential financial exposure for a given site or in the aggregate for all such sites are necessarily imprecise because of the widely varying costs of currently available cleanup techniques, ~~the likely development of new cleanup technologies,~~ unpredictable contaminant recovery and reduction rates associated with available clean-up technologies, the likely development of new cleanup technologies, the difficulty of determining in advance the nature and full extent of contamination and each potential participant’s share of any estimated loss (and that participant’s ability to bear it), and evolving statutory and regulatory standards governing liability. ~~NS estimates its~~We estimate our environmental remediation liability on a site-by-site basis, using assumptions and judgments ~~that management deems~~we deem appropriate for each site. As a result, it is not practical to quantitatively describe the effects of changes in these many assumptions and judgments. ~~NS has~~We have consistently applied ~~its~~our methodology of estimating ~~its~~our environmental liabilities.

Based on ~~its~~the assessment of ~~the~~ facts and circumstances now known, ~~management believes that it has~~we believe we have recorded the probable and reasonably estimable costs for dealing with those environmental matters of which ~~NS is~~we are aware. Further, ~~management believes~~we believe that it is unlikely that any known matters, either individually or in the aggregate, will have a material adverse effect on ~~NS’~~our financial position, results of operations, or liquidity.

Inflation

In preparing financial statements, ~~U.S. generally accepted accounting principles require~~GAAP requires the use of historical cost that disregards the effects of inflation on the replacement cost of property. ~~NS,~~As a capital-intensive company, ~~has~~ most of ~~its~~our capital is invested in ~~such property.~~long-lived assets. The replacement cost of these assets, as well as the related depreciation expense, would be substantially greater than the amounts reported on the basis of historical cost.

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that may be identified by the use of words like “believe,” “expect,” “anticipate,” “estimate,” ~~“unlikely,~~“plan,” “consider,” “project,” and ~~“project.”~~similar references to the future. Forward-looking statements reflect ~~management’s~~our 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~~we have little or no control, including: transportation of hazardous materials as a common carrier by rail; acts of terrorism or war; general economic ~~conditions;~~conditions including, but not limited to, fluctuation and competition within the industries of our customers; competition and consolidation within the transportation industry; the operations of carriers with which ~~NS interchanges;~~we interchange; disruptions to ~~NS’~~our technology infrastructure, including computer systems; labor difficulties, including strikes and work stoppages; commercial, operating, environmental, and climate change legislative and regulatory developments; results of litigation; natural events such as severe weather, hurricanes, and floods; ~~unavailability of qualified personnel due to unpredictability of~~unpredictable demand for rail services; fluctuation in supplies and prices of key materials, in particular diesel fuel; and changes in securities and capital markets. For a discussion of significant risk factors applicable to ~~NS,~~our business, see Part II, Item 1A “Risk Factors.” 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~~We undertake no obligation to update or revise forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The information required by this item is included in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Market Risks.”

Item 4. Controls and Procedures

~~(a)~~ Evaluation of Disclosure Controls and Procedures

~~Norfolk Southern’s~~Our Chief Executive Officer and Chief Financial Officer, ~~have~~with the assistance of management, evaluated the effectiveness of ~~NS’~~our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ~~(the “Exchange Act”)~~(Exchange Act)) ~~as of September 30, 2012.~~at March 31, 2013. Based on such evaluation, ~~such~~our officers have concluded that, ~~as of September 30, 2012, NS’~~at March 31, 2013, our disclosure controls and procedures are effective in alerting them on a timely basis to material information ~~relating to NS~~ required to be included in ~~NS’~~our periodic filings under the Exchange Act.

~~(b)~~ Changes in Internal Control Over Financial Reporting

During the ~~third~~first quarter of ~~2012, management did~~2013, we have not ~~identify~~identified any changes in ~~NS’~~ internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, ~~NS’~~our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On November 6, 2007, various antitrust class actions filed against NSus and other Class 1I railroads in various Federal district courts regarding fuel surcharges were consolidated in the District of Columbia by the Judicial Panel on Multidistrict Litigation. On June 21, 2012, the court certified the case as a class action. ~~NS believes the allegations in the complaints are without merit and intends to vigorously defend the cases.~~ The defendant railroads have appealed such certification, and a decision by the court to either reject the appeal outright or proceed with ruling on its merits is pending. ~~NS believes~~We believe the allegations in the complaints are without merit and ~~intends~~intend to vigorously defend the cases. ~~NS does~~We do not believe the outcome of these proceedings will have a material effect on ~~its~~our financial position, results of operations, or liquidity. A lawsuit containing similar allegations against NSus and four other major railroads that was filed on March 25, 2008, in the U.S. District Court for the District of Minnesota was voluntarily dismissed by the plaintiff subject to a tolling agreement entered into in August 2008.

NSWe received a Notice of Violation (NOV) issued by the Tennessee Department of Environmental Conservation concerning soil runoff in connection with construction of ~~an intermodal facility near~~the Memphis ~~TN.~~Regional Intermodal Facility in Rossville, Tennessee. Although NSwe will contest liability and the imposition of any penalties, this matter is described here consistent with SEC rules and requirements concerning governmental proceedings with respect to environmental laws and regulations. ~~NS does~~We do not believe that the outcome of this proceeding will have a material effect on ~~its~~our financial position, results of operations, or liquidity.

Item 1A. Risk Factors

The risk factors included in ~~NS’ 2011~~our 2012 Form 10-K remain unchanged and are incorporated herein by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) Total

Number of

(d) Maximum

Shares

Number (or

(or Units)

Approximate

Purchased

Dollar Value)

(a) Total

as Part of
of Shares (or Units)

Number

(b) Average

Publicly
that may yet be

of Shares

Price Paid

Announced
purchased under

(or Units)

per Share

Plans or

the Plans or

Period

Purchased
⁽¹⁾
(or Unit)

Programs
⁽²⁾
Programs
⁽²⁾

July 1-31, 2012

1,582,637

$72.46

1,575,749

1,507,921

August 1-31, 2012

1,267,018

$73.92

1,264,400

50,243,521

September 1-30, 2012

1,327,106

$70.03

1,319,762

48,923,759

Total

4,176,761

4,159,911

				(c) Total
				Number of		(d) Maximum
				Shares		Number (or
				(or Units)		Approximate
				Purchased		Dollar Value)
	(a) Total			as Part of	of Shares (or Units)
	Number		(b) Average	Publicly	that may yet be
	of Shares		Price Paid	Announced	purchased under
	(or Units)		per Share	Plans or		the Plans or
Period	Purchased	(1)	(or Unit)	Programs	(2)	Programs	(2)

January 1-31, 2013	193,509		$69.59	192,344		46,395,267

February 1-28, 2013	290,220		$69.41	282,654		46,112,613

March 1-31, 2013	13,119		$74.89	-		46,112,613

Total	496,848			474,998

(1)		Of this amount, ~~16,850~~21,850 represents shares tendered by employees in connection with the exercise of ~~stock~~ options under the stockholder-approved Long-Term Incentive Plan.

(2)		~~On November 22, 2005, the~~Our Board of Directors authorized a share repurchase program, pursuant to which up to 50125 million shares of Common Stock could be purchased through December 31, 2015. On March 27, 2007, the Board of Directors amended the program and increased the number of shares that may be repurchased to 75 million, and shortened the repurchase term by five years to December 31, 2010. On July 27, 2010, NS’ Board of Directors authorized the repurchase of up to an additional 50 million shares of Common Stock through December 31, 2014. On August 1, 2012, ~~NS’~~our Board of Directors authorized the repurchase of up to an additional 50 million shares of Common Stock through December 31, 2017.

Item 6. Exhibits

See Exhibit Index beginning on page 3330 for a description of the exhibits filed as part of this report.

SIGNATURES

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 thereunto duly authorized.

		NORFOLK SOUTHERN CORPORATION Registrant



Date:	~~October 25, 2012~~April 24, 2013	/s/~~Howard D. McFadden~~C.H. Allison, Jr. ~~Howard D. McFadden~~C. H. Allison, Jr. ~~Corporate Secretary~~Vice President and Controller (Principal Accounting Officer) (Signature)



Date:	~~October 25, 2012~~April 24, 2013	/s/~~C.H. Allison, Jr.~~Howard D. McFadden ~~C. H. Allison, Jr.~~Howard D. McFadden ~~Vice President and Controller~~ ~~(Principal Accounting Officer)~~Corporate Secretary (Signature)

EXHIBIT INDEX

~~4.1~~3(ii)		~~Indenture, dated~~The Bylaws of Norfolk Southern Corporation, as ~~of August 20, 2012, between the Registrant and U.S. Bank Trust National Association, as Trustee, is~~amended February 13, 2013, are incorporated herein by reference to Exhibit ~~4.1~~3(ii) to ~~the Registrant’s~~Norfolk Southern Corporation’s Form 8-K filed on ~~August 21, 2012.~~

~~4.2~~		Registration Rights Agreement, dated as of August 20, 2012, among the Registrant, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. is incorporated herein by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed on August 21, 2012.

~~4.3~~		Second Supplemental Indenture, dated as of September 7, 2012, between the Registrant and U.S. Bank Trust National Association, as Trustee, is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on September 7, 2012.

10.1*		~~Norfolk Southern Corporation Directors’ Restricted Stock Plan, adopted January 1, 1994, and amended and restated effective as of August 1, 2012.~~

~~10.2~~		Amendment No. 9, dated as of October 18, 2012, to Transfer and Administration Agreement dated as of November 8, 2007, with respect to the Registrant’s receivables securitization facility is incorporated herein by reference to Exhibit 99 to the Registrant’s Form 8-K filed on October 22, 2012.February 19, 2013.

15*		Letter regarding unaudited interim financial information.

3131-A		Rule 13a-14(a)/15d-014(a) CEO Certifications.

31-B*		Rule 13a-14(a)/15d-014(a) CFO Certifications.

32*		Section 1350 Certifications.

101*		The following financial information from Norfolk Southern Corporation’s Quarterly Report on Form 10-Q for the first quarter ~~ended September 30, 2012,~~of 2013, formatted in Extensible Business Reporting Language (XBRL) includes (i) the Consolidated Statements of Income for ~~each~~the first quarters of ~~the three~~2013 and ~~nine-month periods ended September 30, 2012 and 2011;~~2012; (ii) the Consolidated Statements of Comprehensive Income for ~~each~~the first quarters of ~~the three~~2013 and ~~nine-month periods ended September 30, 2012 and 2011;~~2012; (iii) the Consolidated Balance Sheets ~~as of September 30, 2012,~~at March 31, 2013, and December 31, ~~2011;~~2012; (iv) the Consolidated Statements of Cash Flows for ~~each~~the first quarters of ~~the nine-month periods ended September 30, 2012~~2013 and ~~2011;~~2012; and ~~(v)~~(v) the Notes to Consolidated Financial Statements.

* Filed herewith.

Class		Outstanding at ~~September 30, 2012~~March 31, 2013
Common Stock ($1.00 par value per share)		~~316,043,185~~315,088,379 (excluding 20,320,777 shares held by the registrant’s consolidated subsidiaries)

Level 1	Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that ~~NS has~~we have the ability to access.

Level 2	Inputs to the valuation methodology include:
	· • Quoted prices for similar assets or liabilities in active markets; · • Quoted prices for identical or similar assets or liabilities in inactive markets; · • Inputs other than quoted prices that are observable for the asset or liability; · • Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

	If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3	Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

	September 30, 2012				December 31, 2011				March 31, 2013				December 31, 2012
	Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value		Amount		Value		Amount		Value
	($ in millions)								($ in millions)

Long-term investments	$	141	$	177	$	151	$	186	$	146	$	181	$	139	$	174
Long-term debt, including current maturities		(8,480)		(10,869)		(7,440)		(9,469)		(8,485)		(10,606)		(8,482)		(10,734)

	September 30, 2012						Level 1		Level 2		Total
	Level 1		Level 2		Total		($ in millions)
	($ in millions)

March 31, 2013
Long-term investments	$	43	$	134	$	177	$	44	$	137	$	181
Long-term debt, including current maturities		(10,578)		(291)		(10,869)		(10,323)		(283)		(10,606)

December 31, 2012
Long-term investments							$	41	$	133	$	174
Long-term debt, including current maturities								(10,450)		(284)		(10,734)

	Basic				Diluted
	Nine Months Ended September 30,
	2012		2011		2012		2011
	($ in millions, except per share amounts)

Net income	$	1,336	$	1,436	$	1,336	$	1,436
Dividend equivalent payments		(7)		(6)		(3)		(2)
Income available to common stockholders		1,329		1,430		1,333		1,434

Weighted-average shares outstanding		322.9		349.8		322.9		349.8
Dilutive effect of outstanding options and share-settled awards						4.5		5.8
Adjusted weighted-average shares outstanding						327.4		355.6

Earnings per share	$	4.12	$	4.09	$	4.07	$	4.03

													Other Postretirement
	Pension Benefits				Other Benefits				Pension Benefits				Benefits
	Three Months Ended September 30,								First Quarter
	2012		2011		2012		2011		2013		2012		2013		2012
	($ in millions)								($ in millions)

Service cost	$	8	$	7	$	3	$	3	$	10	$	8	$	4	$	4
Interest cost		22		23		14		14		20		22		13		14
Expected return on plan assets		(34)		(35)		(4)		(4)		(35)		(34)		(4)		(4)
Amortization of net losses		19		16		14		11		22		19		14		13
Amortization of prior service cost		-		1		-		-

Net cost	$	15	$	12	$	27	$	24	$	17	$	15	$	27	$	27

	Third Quarter			First Nine Months
	2012 vs. 2011			2012 vs. 2011
		Increase (Decrease)
	($ in millions)

Revenue per unit		$	(156)		$	(30)
Traffic volume (units)			(40)			11

Total		$	(196)		$	(19)