8-K

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):

February 11, 2019 (February 11, 2019)

________________________________

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		757-629-2680
Norfolk, Virginia  23510-2191		(Registrant's telephone number, including area code)
(Address of principal executive offices)

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))

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 8.01. Other Events.

On February 11, 2019, Norfolk Southern issued a Press Release, attached hereto as Exhibit 99.1, highlighting financial targets of the strategic plan announced at its Investor and Financial Analyst Conference. The webcast, presentation materials, and audio replay are posted on Norfolk Southern’s website at www.norfolksouthern.com under the “Invest in NS” section. The press release is attached as Exhibit 99.1 and is incorporated herein by this reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed as part of this Current Report on Form 8-K:

Exhibit Number	Description
99.1	Press Release dated February 11, 2019

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:  February 11, 2019

EX-99.1

FOR IMMEDIATE RELEASE

Norfolk Southern announces strategic plan targeting a 60 percent operating ratio at Investor and Financial Analyst Conference

NORFOLK, Va., Feb. 11, 2019 – Norfolk Southern Corporation (NYSE: NSC) today will provide details of its strategic plan – focused on increased productivity, efficiency, and revenue growth, and targeting an operating ratio of 60 percent by 2021 – at its Investor and Financial Analyst Conference in Atlanta.

“Our strategic plan capitalizes on the strength of our exceptional franchise to lower costs, operate more efficiently, and deliver stronger margins,” said Chairman, President and CEO James A. Squires. “As we implement precision scheduled railroading, our initiatives are focused on five key principles: serving our customers, managing our assets, controlling our costs, working safely, and developing our people. The success of our customers, our employees, and our company will ensure the success of our shareholders.”

Highlights of Norfolk Southern’s financial targets                                                                 

• Full year operating ratio improvement in 2019 of at least 100 basis points on our 2018 operating ratio of 65.4 percent

• Full year operating ratio of 60 percent by 2021

• Revenue growth at a compound annual rate of 5 percent through 2021

• Capital expenditures between 16 percent and 18 percent of revenues through 2021 to promote safety, efficiency, and growth

• Dividend payout ratio of 33 percent and continuance of share repurchases using free cash flow and borrowing capacity

Norfolk Southern will present a comprehensive overview of the company’s new strategic plan, including financial and operating initiatives and targets today at 10 a.m. EST. Interested investors can listen via a live webcast or by dialing 877-869-3847. Webcast and presentation materials can be found on the company’s website at www.norfolksouthern.com under the Investors section. Following the live broadcast, an audio replay will be available by dialing 877-660-6853 and access number 13686867. The replay also will be available as an MP3 downloadable podcast in the Investors section of the company's website.

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 within the meaning of the safe harbor provision of the Private Securities Litigation Reform Act of 1995, as amended, including but not limited to statements regarding anticipated results, benefits, and targets related to the strategic plan. These statements relate to future events or future performance of Norfolk Southern Corporation. (NYSE: NSC) (“Norfolk Southern,” “NS,” or the “Company.”) In some cases, these forward-looking statements may be identified by the use of words like “will,” “believe,” “expect,” “targets,” “anticipate,” “estimate,” “plan,” “consider,” “project,” and similar references to the future. The Company has based these forward-looking statements on management’s current expectations, assumptions, estimates, beliefs, and projections. While the Company believes these expectations, assumptions, estimates, and projections are reasonable, forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control, including but not limited to: general North American and global economic conditions; changes in energy prices and fuel markets; uncertainty surrounding timing and volumes of commodities being shipped; changes in laws and regulations; uncertainties of claims and lawsuits; labor disputes; transportation of dangerous goods; effects of changes in capital market conditions; and severe weather. These and other important factors, including those discussed under “Risk Factors” in the Annual Report on Form 10-K for the year ended Dec. 31, 2018, filed with the Securities and Exchange Commission (the “SEC”), as well as the Company’s subsequent filings with the SEC, may cause actual results, benefits, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. Please refer to these SEC filings 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 events or performance, nor will they necessarily prove to be accurate indications of the times at or by which any such events or performance will be achieved. We undertake no obligation to update or revise forward-looking statements, whether as a result of new information, the occurrence of certain events or otherwise, unless otherwise required by applicable securities law.

Media Inquiries:

Media Relations, 404-420-4444 (media.relations@nscorp.com)

Investor Inquiries:

Clay Moore, 757-629-2861 (clay.moore@nscorp.com)

http://www.norfolksouthern.com

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