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, 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.

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 Number Description
99.1             Press Release dated January 27, 2021
99.2             2020 Q4 Financial Data
99.3             Press Release dated January 27, 2021
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.

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