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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 24, 2024 (April 24, 2024)

________________________________

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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)

 

650 West Peachtree Street NW

Atlanta, Georgia

30308-1925

(855) 667-3655
(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 April 9, 2024, Norfolk Southern Corporation (the “Company”) issued a press release, attached hereto as Exhibit 99.1, reporting preliminary first-quarter results for 2024. On April 24, 2024, the Company issued a press release, attached hereto as Exhibit 99.2, confirming that first-quarter results for 2024 aligned with the preliminarily reported results. Attached hereto, as Exhibit 99.3, is the Quarterly Financial Data for the first quarter of 2024. This information is available on the Company’s website, www.norfolksouthern.com, on the “Investors” page 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 Company'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.

 

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

  

Exhibit Number   Description
     
99.1   Press Release dated April 9, 2024 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on April 9, 2024; SEC File No. 001-08339)
99.2   Press Release dated April 24, 2024
99.3   2024 Q1 Financial Data
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/ Denise W. Hutson
  Name: Denise W. Hutson
  Title: Corporate Secretary

 

Date:  April 24, 2024

 

   


ATTACHMENTS / EXHIBITS

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e24203_ex99-3.htm

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