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):

July 28, 2021 (July 28, 2021)

________________________________

soaring nameunderblacklg

NORFOLK SOUTHERN CORPORATION

(Exact name of registrant as specified in its charter)

______________________________________

Virginia	1-8339	52-1188014
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Three Commercial Place

Norfolk, Virginia

23510-2191

757-629-2680

(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

Item 7.01. Regulation FD Disclosure

On July 28, 2021, the Registrant issued a Press Release, attached hereto as Exhibit 99.1, reporting second quarter results for 2021. Attached hereto, as Exhibit 99.2, is the Quarterly Financial Data for the second quarter of 2021. This document is available on the Registrant’s website, www.norfolksouthern.com, 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.

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 Number		Description
99.1		Press Release dated July 28, 2021
99.2		2021 Q2 Financial Data
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

	NORFOLK SOUTHERN CORPORATION
	(Registrant)


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

Date: July 28, 2021

Exhibit 99.1

Norfolk Southern Corporation, Three Commercial Place, Norfolk, Va. 23510-2191

FOR IMMEDIATE RELEASE

Norfolk Southern reports second-quarter 2021 results

Railroad achieves record low operating ratio

NORFOLK, Va., July 28, 2021 – Norfolk Southern Corporation (NYSE: NSC) today reported second-quarter 2021 financial results, which included second-quarter records for net income and diluted earnings per share, and all-time quarterly records for operating ratio and income from railway operations.

Second-quarter net income was $819 million, diluted earnings per share were $3.28, and the operating ratio improved to 58.3%.

“Our team met the challenge for the second quarter head-on, delivering another solid performance of sequential operating ratio improvement, driving meaningful productivity into our business as revenue and volume rebounded from last year, up 34% and 25%, respectively,” said James A. Squires, Norfolk Southern chairman, president and CEO. “Leveraging the strong and diverse book of business we have developed, we will build upon our success in the creation of long-term, sustainable value for our customers and shareholders.”

Second-quarter summary

Railway operating revenues of $2.8 billion increased 34%, or $714 million, compared with second-quarter 2020, driven by a 25% increase in volume and a 7% increase in revenue per unit.

Railway operating expenses were $1.6 billion, an increase of 11%, or $157 million, compared with the same period last year.

Income from railway operations was an all-time quarterly record of $1.2 billion, an increase of 91%, or $557 million, year-over-year.

Railway operating ratio was 58.3%, an all-time record.

About Norfolk Southern

Norfolk Southern Corporation (NYSE: NSC) is one of the nation’s premier transportation companies, moving the goods and materials that drive the U.S. economy. Norfolk Southern connects customers to markets and communities to economic opportunity, with safe, reliable, and cost-effective shipping solutions. The company’s service area includes 22 states and the District of Columbia, every major container port in the eastern United States, and a majority of the U.S. population and manufacturing base.

Media Inquiries:

Media Relations, 404-420-4444 ([email protected])

Investor Inquiries:

Meghan Achimasi, 470-867-4807 ([email protected])

http://www.norfolksouthern.com

Forward-looking statements

This news release contains forward-looking statements that may be identified by the use of words like “believe,” “expect,” “anticipate,” “estimate,” “plan,” “consider,” “project,” and similar references to the future. Forward-looking statements reflect our good-faith evaluation of information currently available. These forward-looking statements are subject to a number of risks and uncertainties, and our actual results may differ materially from those projected. Please refer to our annual and quarterly reports filed with the SEC for a full discussion of those risks and uncertainties we view as most important. 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. We undertake no obligation to update or revise forward-looking statements.

Exhibit 99.2

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

	Second Quarter				First Six Months
	2021		2020		2021		2020
	(in millions, except per share amounts)

Railway operating revenues
Merchandise	$	1,680	$	1,307	$	3,288	$	2,979
Intermodal		801		569		1,520		1,224
Coal		318		209		630		507
Total railway operating revenues		2,799		2,085		5,438		4,710

Railway operating expenses
Compensation and benefits		624		586		1,235		1,208
Purchased services and rents		429		372		822		775
Fuel		188		84		365		273
Depreciation		294		282		586		574
Materials and other		97		151		248		317
Loss on asset disposal		—		—		—		385
Total railway operating expenses		1,632		1,475		3,256		3,532

Income from railway operations		1,167		610		2,182		1,178

Other income – net		35		49		42		71
Interest expense on debt		161		156		317		310

Income before income taxes		1,041		503		1,907		939

Income taxes
Current		167		66		308		110
Deferred		55		45		107		56
Total income taxes		222		111		415		166

Net income	$	819	$	392	$	1,492	$	773

Earnings per share – diluted	$	3.28	$	1.53	$	5.94	$	3.00

Weighted average shares outstanding – diluted		250.0		256.7		251.3		257.7

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

	June 30,			December 31,
	2021			2020
	($ in millions)
Assets
Current assets:
Cash and cash equivalents	$	1,670		$	1,115
Accounts receivable – net		941			848
Materials and supplies		246			221
Other current assets		155			134
Total current assets		3,012			2,318

Investments		3,658			3,590
Properties less accumulated depreciation of $11,777 and $11,985, respectively		31,355			31,345
Other assets		729			709

Total assets	$	38,754		$	37,962

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,116		$	1,016
Income and other taxes		302			263
Other current liabilities		330			302
Current maturities of long-term debt		1,048			579
Total current liabilities		2,796			2,160

Long-term debt		12,669			12,102
Other liabilities		1,937			1,987
Deferred income taxes		7,035			6,922

Total liabilities		24,437			23,171

Stockholders’ equity:
Common stock $1.00 per share par value, 1,350,000,000 shares authorized; outstanding 246,972,217 and 252,095,082 shares, respectively, net of treasury shares		248			254
Additional paid-in capital		2,240			2,248
Accumulated other comprehensive loss		(578	)		(594	)
Retained income		12,407			12,883

Total stockholders’ equity		14,317			14,791

Total liabilities and stockholders’ equity	$	38,754		$	37,962

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	First Six Months
	2021			2020
	($ in millions)
Cash flows from operating activities
Net income	$	1,492		$	773
Reconciliation of net income to net cash provided by operating activities:
Depreciation		586			574
Deferred income taxes		107			56
Gains and losses on properties		(75	)		(11	)
Loss on asset disposal		—			385
Changes in assets and liabilities affecting operations:
Accounts receivable		(96	)		98
Materials and supplies		(25	)		(13	)
Other current assets		30			30
Current liabilities other than debt		170			—
Other – net		(92	)		(134	)

Net cash provided by operating activities		2,097			1,758

Cash flows from investing activities
Property additions		(627	)		(735	)
Property sales and other transactions		66			258
Investment purchases		(5	)		(5	)
Investment sales and other transactions		37			(58	)

Net cash used in investing activities		(529	)		(540	)

Cash flows from financing activities
Dividends		(496	)		(482	)
Common stock transactions		6			26
Purchase and retirement of common stock		(1,525	)		(669	)
Proceeds from borrowings		1,087			784
Debt repayments		(85	)		(314	)

Net cash used in financing activities		(1,013	)		(655	)

Net increase in cash and cash equivalents		555			563

Cash and cash equivalents
At beginning of year		1,115			580

At end of period	$	1,670		$	1,143

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest (net of amounts capitalized)	$	281		$	287
Income taxes (net of refunds)		249			1

See accompanying notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Loss on Asset Disposal

In 2020, we sold 703 locomotives deemed excess and no longer needed for railroad operations. We evaluated these locomotive retirements and concluded they were abnormal. Accordingly, we recorded a $385 million loss to adjust their carrying amount to their estimated fair value, which resulted in a $97 million tax benefit.

2. Stock Repurchase Program

We repurchased and retired 5.7 million and 3.9 million shares of common stock under our stock repurchase program during the first six months of 2021 and 2020, respectively, at a cost of $1.5 billion and $669 million, respectively.