NSC Norfolk Southern

Filed: 27 Jan 21, 8:05am







Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):

January 27, 2021 (January 27, 2021)


soaring nameunderblacklg


(Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)


Three Commercial Place

Norfolk, Virginia


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


On January 27, 2021, the Registrant issued a Press Release, attached hereto as Exhibit 99.1, reporting fourth-quarter and full-year results for 2020.


Item 7.01. Regulation FD Disclosure


A.Quarterly Financial Data. Attached hereto, as Exhibit 99.2, is the Quarterly Financial Data for the fourth quarter of 2020. This document is available on the Registrant’s website,, in the “Invest in NS” section, under “Financial Reports.” This 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.
B.Dividend Declaration. On January 27, 2021, the Registrant issued a Press Release, attached hereto as Exhibit 99.3, announcing the declaration of a quarterly dividend of $0.99 per share of common stock, payable on March 10, 2021, to shareholders of record as of February 5, 2021 and an increased targeted dividend payout ratio range of 35% to 40%.


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 January 27, 2021
99.22020 Q4 Financial Data
99.3Press Release dated January 27, 2021
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.


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



Date:  January 27, 2021