nsc-20240630

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ 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

NORFOLK SOUTHERN CORPORATION

(Exact name of registrant as specified in its charter)


Virginia						52-1188014
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


650 West Peachtree Street NW		30308-1925
Atlanta,	Georgia
(Address of principal executive offices)		(Zip Code)
(855)		667-3655
(Registrant’s telephone number, including area code)


No change
(Former name, former address and former fiscal year, if changed since last report)

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 (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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class	Outstanding at June 30, 2024
Common Stock ($1.00 par value per share)	226,096,433	(excluding 20,320,777 shares held by the registrant’s
	consolidated subsidiaries)

TABLE OF CONTENTS

NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES


		Page
Part I.	Financial Information:
	Item 1.	Financial Statements:
		Consolidated Statements of Income S econd Quarter and First Six Months of 2024 and 2023	3
		Consolidated Statements of Comprehensive Income S econd Quarter and First Six Months of 2024 and 2023	4
		Consolidated Balance Sheets At June 3 0 , 2024 and December 31, 2023	5
		Consolidated Statements of Cash Flows First Six Months of 2024 and 2023	6
		Consolidated Statements of Changes in Stockholders’ Equity S econd Quarter and First Six Months of 2024 and 2023	7
		Notes to Consolidated Financial Statements	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
	Item 4.	Controls and Procedures	36

Part II.	Other Information:
	Item 1.	Legal Proceedings	38
	Item 1A.	Risk Factors	38
	Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	38
	Item 3.	Defaults Upon Senior Securities	38
	Item 4.	Mine Safety Disclosures	38
	Item 5.	Other Information	38
	Item 6.	Exhibits	39

		Signatures	40

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)


	Second Quarter				First Six Months
	2024		2023		2024		2023
	($ in millions, except per share amounts)

Railway operating revenues	$	3,044	$	2,980	$	6,048	$	6,112

Railway operating expenses
Compensation and benefits	700		693		1,436		1,383
Purchased services and rents	516		506		1,044		1,002
Fuel	257		263		541		578
Depreciation	335		321		672		642
Materials and other	173		205		388		417
Restructuring and other charges	(3)		—		96		—
Eastern Ohio incident	(65)		416		527		803

Total railway operating expenses	1,913		2,404		4,704		4,825

Income from railway operations	1,131		576		1,344		1,287

Other income – net	17		57		35		113
Interest expense on debt	204		170		405		345

Income before income taxes	944		463		974		1,055

Income taxes	207		107		184		233

Net income	$	737	$	356	$	790	$	822

Earnings per share
Basic	$	3.26	$	1.56	$	3.49	$	3.61
Diluted	3.25		1.56		3.48		3.60

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)


	Second Quarter				First Six Months
	2024		2023		2024		2023
	($ in millions)

Net income	$	737	$	356	$	790	$	822
Other comprehensive loss, before tax:
Pension and other postretirement expense	(11)		(6)		(13)		(11)

Other comprehensive income of equity investees	1		1		1		—

Other comprehensive loss, before tax	(10)		(5)		(12)		(11)
Income tax benefit related to items of other
comprehensive loss	2		1		2		3

Other comprehensive loss, net of tax	(8)		(4)		(10)		(8)

Total comprehensive income	$	729	$	352	$	780	$	814

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)


	June 30, 2024		December 31, 2023
	($ in millions)
Assets
Current assets:
Cash and cash equivalents	$	659	$	1,568

Accounts receivable – net	1,189		1,147
Materials and supplies	308		264
Other current assets	148		292
Total current assets	2,304		3,271

Investments	3,812		3,839
Properties less accumulated depreciation of $13,630
and $13,265, respectively	35,280		33,326
Other assets	1,162		1,216

Total assets	$	42,558	$	41,652

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,535	$	1,638
Short-term debt	400		—
Income and other taxes	208		262
Other current liabilities	1,269		728
Current maturities of long-term debt	255		4
Total current liabilities	3,667		2,632

Long-term debt	16,937		17,175
Other liabilities	1,747		1,839
Deferred income taxes	7,228		7,225

Total liabilities	29,579		28,871

Stockholders’ equity:
Common stock $1.00 per share par value, 1,350,000,000 shares
authorized; outstanding 226,096,433 and 225,681,254 shares,
respectively, net of treasury shares	227		227
Additional paid-in capital	2,208		2,179
Accumulated other comprehensive loss	(330)		(320)
Retained income	10,874		10,695

Total stockholders’ equity	12,979		12,781

Total liabilities and stockholders’ equity	$	42,558	$	41,652

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)


		First Six Months
		2024		2023
		($ in millions)
Cash flows from operating activities
	Net income	$	790	$	822
	Reconciliation of net income to net cash provided by operating activities:
	Depreciation	672		642
	Deferred income taxes	5		(35)
	Gains and losses on properties	(25)		(25)
	Changes in assets and liabilities affecting operations:
	Accounts receivable	(43)		57
	Materials and supplies	(44)		(19)
	Other current assets	57		36
	Current liabilities other than debt	596		460
	Other – net	(133)		(92)

	Net cash provided by operating activities	1,875		1,846

Cash flows from investing activities
	Property additions	(1,125)		(948)
	Acquisition of assets of CSR	(1,643)		—
	Property sales and other transactions	70		61
	Investment purchases	(206)		(6)
	Investment sales and other transactions	337		152

	Net cash used in investing activities	(2,567)		(741)

Cash flows from financing activities
	Dividends	(610)		(615)
	Common stock transactions	(5)		(9)
	Purchase and retirement of common stock	—		(303)
	Proceeds from borrowings	600		724
	Debt repayments	(202)		(802)

	Net cash used in financing activities	(217)		(1,005)

	Net increase (decrease) in cash and cash equivalents	(909)		100

Cash and cash equivalents
	At beginning of year	1,568		456

	At end of period	$	659	$	556

Supplemental disclosures of cash flow information
	Cash paid during the period for:
	Interest (net of amounts capitalized)	$	373	$	318
	Income taxes (net of refunds)	107		315

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)


	Common Stock		Additional Paid-in Capital		Accum. Other Comprehensive Loss		Retained Income		Total
	($ in millions, except per share amounts)

Balance at December 31, 2023	$	227	$	2,179	$	(320)	$	10,695	$	12,781

Comprehensive income:
Net income							53		53
Other comprehensive loss					(2)				(2)
Total comprehensive income									51
Dividends on common stock,
$1.35 per share							(305)		(305)

Stock-based compensation			9						9

Balance at March 31, 2024	227		2,188		(322)		10,443		12,536

Comprehensive income:
Net income							737		737
Other comprehensive loss					(8)				(8)
Total comprehensive income									729
Dividends on common stock,
$1.35 per share							(305)		(305)

Stock-based compensation			20				(1)		19

Balance at June 30, 2024	$	227	$	2,208	$	(330)	$	10,874	$	12,979

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)


	Common Stock		Additional Paid-in Capital		Accum. Other Comprehensive Loss		Retained Income		Total
	($ in millions, except per share amounts)

Balance at December 31, 2022	$	230	$	2,157	$	(351)	$	10,697	$	12,733

Comprehensive income:
Net income							466		466
Other comprehensive loss					(4)				(4)
Total comprehensive income									462
Dividends on common stock,
$1.35 per share							(307)		(307)
Share repurchases	(1)		(6)				(156)		(163)
Stock-based compensation			4				(2)		2

Balance at March 31, 2023	229		2,155		(355)		10,698		12,727

SEC Form 10-Q filed by Norfolk Southern Corporation