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NSC Norfolk Southern

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):

April 29, 2020 (April 29, 2020)

________________________________

soaring nameunderblacklg

NORFOLK SOUTHERN CORPORATION

(Exact name of registrant as specified in its charter)

______________________________________

 

Virginia1-833952-1188014
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer
Identification Number)
   
Three Commercial Place 757-629-2680

Norfolk, Virginia

23510-9241

 (Registrant's telephone number, including area code)
(Address of principal executive offices, including zip code)  

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

 

Trading Symbol

 

Name of each exchange

on which registered

Norfolk Southern Corporation Common Stock (Par Value $1.00) NSC New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

   

 

Item 2.02. Results of Operations and Financial Condition

Item 7.01. Regulation FD Disclosure

 

On April 29, 2020, the Registrant issued a Press Release, attached hereto as Exhibit 99.1, reporting first quarter results for 2020. Quarterly financial data is attached hereto as Exhibit 99.2. These documents are available on the Registrant’s website, www.norfolksouthern.com, in the “Invest in NS” section, under “Financial Reports.”

 

The accompanying unaudited financial information and summary of certain notes to the consolidated financial statements should be read in conjunction with: (a) the consolidated financial statements and notes included in the Registrant's latest Annual Report on Form 10-K and in subsequent Quarterly Reports on Form 10-Q; and (b) any Current Reports on Form 8-K.

 

Item 8.01 Other Events

 

On April 29, 2020, the Registrant furnished the 2018 & 2019 Railway Operating Revenues Analysis for its revenue commodity groups (“Railway Operating Revenues Analysis”), attached hereto as Exhibit 99.3. During the first quarter of 2020, the Registrant re-categorized certain commodities within the Merchandise major commodity groups to better align with how it internally manages these commodities. The Railway Operating Revenues Analysis re-categorizes these commodities within Merchandise revenues for full year 2018 and 2019 and each quarter therein to conform to the current categorization and for purposes of comparison of upcoming quarterly Merchandise revenue to the corresponding periods in 2018 and 2019.

 

The re-categorization does not have any net impact on previously reported overall Merchandise revenues or total railway operating revenues for 2018 or 2019.

 

The Railway Operating Revenues Analysis should be read in conjunction with the consolidated financial statements and notes thereto included in the Registrant’s latest Annual Report on Form 10-K and in subsequent Quarterly Reports on Form 10-Q.

 

Item 9.01.    Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed as part of this Current Report on Form 8-K:

 

Exhibit NumberDescription
99.1Press Release dated April 29, 2020
99.22020 1Q Financial Data
99.32018 & 2019 Railway Operating Revenues Analysis
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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/ Denise W. Hutson
 Name:  Denise W. Hutson
 Title:  Corporate Secretary

 

 

Date:  April 29, 2020