NORFOLK SOUTHERN CORP - 10-Q Quarterly Report

TABLE OF CONTENTS

			Page

Part I.	Financial information:

	Item 1.	Financial statements:

		Consolidated Statements of Income	3
		Three and Nine Months Ended Sept. 30, 2003 and 2002

		Consolidated Balance Sheets	4
		Sept. 30, 2003 and Dec. 31, 2002

		Consolidated Statements of Cash Flows	5
		Nine Months Ended Sept. 30, 2003 and 2002

		Notes to Consolidated Financial Statements	6

		Independent Accountants' Review Report	14

	Item 2.	Management's Discussion and Analysis of	15
		Financial Condition and Results of Operations

	Item 3.	Quantitative and Qualitative Disclosures	22
		About Market Risks

	Item 4.	Controls and Procedures	22

Part II.	Other Information:

	Item 1.	Legal Proceedings	23

	Item 4.	Submission of Matters to a Vote of Security Holders	23

	Item 6.	Exhibits and Reports on Form 8-K	23

Signatures			25

Exhibit Index			26

2
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income

($ in millions except per share amounts)

(Unaudited)

	Three Months Ended				Nine Months Ended
	Sept. 30,				Sept. 30,
	2003		2002		2003		2002

*Railway operating revenues:*
Coal	$	372	$	371	$	1,115	$	1,080
General merchandise		911		917		2,773		2,734
Intermodal		315		310		904		875
Total railway operating revenues		1,598		1,598		4,792		4,689

*Railway operating expenses:*
Compensation and benefits		531		489		1,592		1,509
Materials, services and rents		346		386		1,083		1,089
Conrail rents and services (Note 4)		105		100		314		316
Depreciation		128		129		384		385
Diesel fuel		86		81		283		246
Casualties and other claims		44		57		142		129
Other		47		45		154		145
Total railway operating expenses		1,287		1,287		3,952		3,819

Income from railway operations		311		311		840		870

Other income - net		12		4		57		40
Interest expense on debt		(123)		(126)		(373)		(390)

Income from continuing operations before
income taxes and accounting changes		200		189		524		520

Provision for income taxes		63		63		165		189

Income from continuing operations before accounting changes		137		126		359		331

Discontinued operations - taxes on sale of
motor carrier (Note 2)		- --		- --		10		- --
Cumulative effect of changes in accounting
principles, net of taxes (Note 3)		- --		- --		114		- --
Net income	$	137	$	126	$	483	$	331

Per share amounts, basic and diluted (Note 7):
Income from continuing operations before
accounting changes	$	0.35	$	0.32	$	0.92	$	0.85
Discontinued operations - taxes on sale of motor carrier

FORM 10-Q

(X)	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	For the quarterly period ended SEPTEMBER 30, 2003

( )	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	For the transition period from __________ to __________
	Commission file number 1-8339

Virginia	52-1188014
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)


Three Commercial Place
Norfolk, Virginia	23510-2191
(Address of principal executive offices)	Zip Code

Registrant's telephone number, including area code	(757) 629-2680

No Change
(Former name, former address and former fiscal year,
if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.	(X) Yes	( ) No

Indicate by check mark whether registrant is an accelerated filer (as defined in Rule 12b-2 of The Exchange Act).
	(X) Yes	( ) No

The number of shares outstanding of each of the registrant's classes of Common Stock, as of the last
practicable date:

Class			Outstanding as of Sept. 30, 2003
Common Stock (par value $1.00)			390,419,172 (excluding 21,116,125 shares
			held by registrant's consolidated subsidiaries)