Page 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended DECEMBER 31 , 2020 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 1-8339 WS NORFOLK SOUTHERN Norfolk , Virginia ( Address of principal executive offices ) NORFOLK SOUTHERN CORPORATION ( Exact name of registrant as specified in its charter ) Virginia ( State or other jurisdiction of incorporation or organization ) Three Commercial Place ( 757 ) 629-2680 ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Norfolk Southern Corporation Common Stock ( Par Value $ 1.00 ) Trading Symbol ( s ) NSC 52-1188014 ( I.R.S Employer Identification No. ) 23510-2191 ( Zip Code ) Name of each exchange on which registered New York Stock Exchange Securities registered pursuant to Section 12 ( g ) of the Act : NONE Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes > No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . Yes No Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes > No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer " , " accelerated filer " , " smaller reporting company " , and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Accelerated filer Non - accelerated filer Smaller reporting company 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No The aggregate market value of the voting common equity held by non - affiliates at June 30 , 2020 was $ 44,745,974,634 ( based on the closing price as quoted on the New York Stock Exchange on June 30 , 2020 ) . The number of shares outstanding of each of the registrant's classes of common stock , at January 31 , 2021 : 251,911,634 ( excluding 20,320,777 shares held by the registrant's consolidated subsidiaries ) . DOCUMENTS INCORPORATED BY REFERENCE : Portions of the Registrant's definitive proxy statement to be filed electronically pursuant to Regulation 14A not later than 120 days after the end of the fiscal year , are incorporated herein by reference in Part III .