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, 2007 (January 24, 2007)
________________________________
NORFOLK SOUTHERN
CORPORATION
(Exact name
of registrant as specified in its charter)
________________________________
Virginia |
1-8339 |
52-1188014 |
(State or Other
Jurisdiction |
(Commission File Number) |
(IRS Employer |
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, 2007, the Registrant issued a Press Release, attached hereto as Exhibit 99. The press release, which reports fourth quarter and 2006 results, includes a non-GAAP financial measure, as defined by SEC Regulation G, in the last sentence of the second paragraph, which is reconciled verbally within the release. Specifically, the release excludes the effects of Ohio tax legislation from net income and diluted earnings per share for 2005 for the purposes of comparing it to net income and diluted earnings per share for 2006. This measure should be considered in addition to, not as a substitute for, net income and diluted earnings per share reported in accordance with U.S. Generally Accepted Accounting Principles. Management believes that net income and diluted earnings per share excluding this item may be more indicative of operating results for comparison to prior periods and to other companies and it intends to use this non-GAAP financial measure for comparison purposes at its analysts' meeting scheduled today and in future comparisons to the second quarter of 2005.
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, 2007. |
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/ Reginald J. Chaney
_________________________________
Name: Reginald
J. Cheney
Title:
Assistant Corporate Secretary
Date: January 24, 2007
EXHIBIT INDEX
Exhibit Number |
Description |
99 |
Press Release dated January 24, 2007. |