Norfolk Southern Corp 8-K, filed Jun 2, 2020
Norfolk Southern Corp (NSC)
About this 8-K
Norfolk Southern Corp filed this 8-K on June 2, 2020, reporting on events of June 1, 2020.
Items reported
- Item 5.01: Change in control
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
Jun 2, 2020 (
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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).
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Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Departure of Executive Officer
On June 1, 2020, Norfolk Southern announced the departure of John Scheib as Executive Vice President and Chief Strategy Officer in connection with leadership and organizational changes. Mr. Scheib’s employment terminated effective June 1, 2020, and he received severance benefits under the terms of the Norfolk Southern Executive Severance Plan adopted on May 14, 2020. Norfolk Southern will integrate the strategy and operations functions previously led by Mr. Scheib into the business and eliminate the position of Executive Vice President and Chief Strategy Officer in connection with the reorganization.
Item 8.01 Other Events
The Registrant is providing an updated 2018 & 2019 Railway Operating Revenues Analysis for its revenue commodity groups (“Railway Operating Revenues Analysis”), attached hereto as Exhibit 99.1, which updates 2018 Merchandise major commodity groups as previously filed on April 29, 2020. 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.
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 June 1, 2020 |
| 99.2 | 2018 & 2019 Railway Operating Revenues Analysis |
| 104 | Cover 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/ Vanessa Allen Sutherland | |
| Name: Vanessa Allen Sutherland | |
| Title: Executive Vice President and Chief Legal Officer |
Date: June 2, 2020
Norfolk Southern Corporation, Three Commercial Place, Norfolk, Va. 23510
FOR IMMEDIATE RELEASE
Norfolk Southern announces leadership and organizational changes
NORFOLK, Va., June 1, 2020 – Norfolk Southern Corporation (NYSE: NSC) today announced that John Scheib is stepping down as executive vice president and chief strategy officer, effective June 1.
In conjunction with this change, the company also announced several organizational enhancements. Functions within the Service Optimization and Customer Engagement Division, which include Strategic Planning, Network Planning and Optimization, and Customer Operations, will be integrated into the Finance, Operations, and Marketing divisions, respectively.
“With our strategic plan firmly established and producing results ahead of schedule, now is a good time for me to start a new chapter,” Scheib said. “It’s been a privilege to be part of Norfolk Southern’s successful transformation, as chief strategy officer and before that as chief legal officer, and work alongside the best employees in the industry.”
Norfolk Southern Chairman, President and CEO James A. Squires said, “With John’s leadership, our team has driven significant improvements in efficiency and service through our TOP21 operating plan. On behalf of our board and management team, I thank John for his many contributions to Norfolk Southern during his 15 years with the company.”
The company will integrate the strategy and operations functions previously led by Scheib into the business, creating efficiencies and closer alignment among teams.
| · | The Strategic Planning Department will move to the Finance Division under the leadership of Mark George, executive vice president and chief financial officer. This move aligns strategic planning with the newly created Financial Planning and Analysis group, further strengthening the company’s capabilities for rigorous analysis, robust metrics, and systematic competitive benchmarking. |
| · | The Network Planning and Optimization Department, which played an integral role in developing and successfully rolling out the TOP21 operating plan, will become part of the Operations Division. The team will continue to identify and drive operating efficiencies under the leadership of Michael Wheeler, executive vice president and chief operating officer. |
| · | The Customer Operations Department will become part of the Marketing Division under Alan Shaw, executive vice president and chief marketing officer. This more closely aligns the groups that proactively engage with customers, enhancing the company’s ability to deliver a best-in-class experience and exceptional customer service. |
“This new structure positions Norfolk Southern for continued success as a faster, smarter, and more resilient company,” Squires said. “We are achieving further cost savings, enhancing collaboration, and increasing operational efficiency, all while maintaining superior customer service.”
About Norfolk Southern
Norfolk Southern Corporation (NYSE: NSC) is one of the nation’s premier transportation companies. Its Norfolk Southern Railway Company subsidiary operates approximately 19,500 route miles in 22 states and the District of Columbia, serves every major container port in the eastern United States, and provides efficient connections to other rail carriers. Norfolk Southern is a major transporter of industrial products, including chemicals, agriculture, and metals and construction materials. In addition, the railroad operates the most extensive intermodal network in the East and is a principal carrier of coal, automobiles, and automotive parts.
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.
Media Inquiries:
Media Relations, 404-420-4444 (media.relations@nscorp.com)
Investor Inquiries:
Pete Sharbel, 470-867-4807 (peter.sharbel@nscorp.com)
http://www.norfolksouthern.com
###
Railway Operating Revenues Analysis
| Revenues | Units | Revenue per Unit | ||||||||||||||||||||||
| ($ in millions) | (in thousands) | ($ per unit) | ||||||||||||||||||||||
| Commodity and Period | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | ||||||||||||||||||
| First Quarter | ||||||||||||||||||||||||
| Agriculture, forest and consumer products | $ | 558 | $ | 510 | 190.7 | 190.5 | $ | 2,927 | $ | 2,679 | ||||||||||||||
| Chemicals | 507 | 509 | 145.0 | 146.6 | 3,495 | 3,465 | ||||||||||||||||||
| Metals and construction | 370 | 343 | 164.4 | 166.2 | 2,255 | 2,066 | ||||||||||||||||||
| Automotive | 251 | 243 | 98.1 | 102.8 | 2,557 | 2,362 | ||||||||||||||||||
| Merchandise | 1,686 | 1,605 | 598.2 | 606.1 | 2,819 | 2,647 | ||||||||||||||||||
| Intermodal | 719 | 678 | 1,071.0 | 1,049.2 | 671 | 647 | ||||||||||||||||||
| Coal | 435 | 434 | 236.3 | 249.1 | 1,839 | 1,743 | ||||||||||||||||||
| Total | $ | 2,840 | $ | 2,717 | 1,905.5 | 1,904.4 | 1,490 | 1,427 | ||||||||||||||||
| Second Quarter | ||||||||||||||||||||||||
| Agriculture, forest and consumer products | $ | 577 | $ | 545 | 200.6 | 200.2 | $ | 2,875 | $ | 2,719 | ||||||||||||||
| Chemicals | 544 | 533 | 153.7 | 158.1 | 3,541 | 3,376 | ||||||||||||||||||
| Metals and construction | 384 | 387 | 182.1 | 192.5 | 2,104 | 2,009 | ||||||||||||||||||
| Automotive | 251 | 253 | 101.8 | 104.7 | 2,471 | 2,421 | ||||||||||||||||||
| Merchandise | 1,756 | 1,718 | 638.2 | 655.5 | 2,751 | 2,621 | ||||||||||||||||||
| Intermodal | 701 | 714 | 1,048.5 | 1,091.8 | 668 | 654 | ||||||||||||||||||
| Coal | 468 | 466 | 258.3 | 273.6 | 1,815 | 1,704 | ||||||||||||||||||
| Total | $ | 2,925 | $ | 2,898 | 1,945.0 | 2,020.9 | 1,504 | 1,434 | ||||||||||||||||
| Third Quarter | ||||||||||||||||||||||||
| Agriculture, forest and consumer products | $ | 572 | $ | 567 | 191.7 | 202.3 | $ | 2,984 | $ | 2,807 | ||||||||||||||
| Chemicals | 535 | 536 | 148.2 | 154.7 | 3,609 | 3,465 | ||||||||||||||||||
| Metals and construction | 377 | 389 | 182.5 | 190.4 | 2,066 | 2,043 | ||||||||||||||||||
| Automotive | 247 | 245 | 99.5 | 98.4 | 2,480 | 2,486 | ||||||||||||||||||
| Merchandise | 1,731 | 1,737 | 621.9 | 645.8 | 2,783 | 2,690 | ||||||||||||||||||
| Intermodal | 707 | 746 | 1,059.9 | 1,116.2 | 668 | 669 | ||||||||||||||||||
| Coal | 403 | 464 | 218.7 | 255.8 | 1,842 | 1,812 | ||||||||||||||||||
| Total | $ | 2,841 | $ | 2,947 | 1,900.5 | 2,017.8 | 1,495 | 1,461 | ||||||||||||||||
| Fourth Quarter | ||||||||||||||||||||||||
| Agriculture, forest and consumer products | $ | 549 | $ | 566 | 180.7 | 197.7 | $ | 3,036 | $ | 2,861 | ||||||||||||||
| Chemicals | 506 | 505 | 142.0 | 145.3 | 3,565 | 3,474 | ||||||||||||||||||
| Metals and construction | 330 | 363 | 156.1 | 170.7 | 2,119 | 2,127 | ||||||||||||||||||
| Automotive | 245 | 250 | 95.3 | 98.0 | 2,563 | 2,550 | ||||||||||||||||||
| Merchandise | 1,630 | 1,684 | 574.1 | 611.7 | 2,839 | 2,752 | ||||||||||||||||||
| Intermodal | 697 | 755 | 1,027.8 | 1,118.5 | 678 | 675 | ||||||||||||||||||
| Coal | 363 | 457 | 200.7 | 255.0 | 1,811 | 1,792 | ||||||||||||||||||
| Total | $ | 2,690 | $ | 2,896 | 1,802.6 | 1,985.2 | 1,492 | 1,458 | ||||||||||||||||
| Year | ||||||||||||||||||||||||
| Agriculture, forest and consumer products | $ | 2,256 | $ | 2,188 | 763.7 | 790.7 | $ | 2,953 | $ | 2,767 | ||||||||||||||
| Chemicals | 2,092 | 2,083 | 588.9 | 604.7 | 3,553 | 3,444 | ||||||||||||||||||
| Metals and construction | 1,461 | 1,482 | 685.1 | 719.8 | 2,133 | 2,059 | ||||||||||||||||||
| Automotive | 994 | 991 | 394.7 | 403.9 | 2,517 | 2,453 | ||||||||||||||||||
| Merchandise | 6,803 | 6,744 | 2,432.4 | 2,519.1 | 2,797 | 2,677 | ||||||||||||||||||
| Intermodal | 2,824 | 2,893 | 4,207.2 | 4,375.7 | 671 | 661 | ||||||||||||||||||
| Coal | 1,669 | 1,821 | 914.0 | 1,033.5 | 1,826 | 1,762 | ||||||||||||||||||
| Total | $ | 11,296 | $ | 11,458 | 7,553.6 | 7,928.3 | 1,495 | 1,445 | ||||||||||||||||