nsc-20240930

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 September 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 September 30, 2024
Common Stock ($1.00 par value per share)	226,239,662	(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 Third Quarter and First Nine Months of 2024 and 2023	3
		Consolidated Statements of Comprehensive Income Third Quarter and First Nine Months of 2024 and 2023	4
		Consolidated Balance Sheets At September 30, 2024 and December 31, 2023	5
		Consolidated Statements of Cash Flows First Nine Months of 2024 and 2023	6
		Consolidated Statements of Changes in Stockholders’ Equity Third Quarter and First Nine 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	37
	Item 4.	Controls and Procedures	37

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)


	Third Quarter				First Nine Months
	2024		2023		2024		2023
	($ in millions, except per share amounts)

Railway operating revenues	$	3,051	$	2,971	$	9,099	$	9,083

Railway operating expenses
Compensation and benefits	690		715		2,126		2,098
Purchased services and rents	497		517		1,541		1,519
Fuel	216		289		757		867
Depreciation	339		326		1,011		968
Materials and other	(188)		205		200		622
Restructuring and other charges	60		—		156		—
Eastern Ohio incident	(159)		163		368		966

Total railway operating expenses	1,455		2,215		6,159		7,040

Income from railway operations	1,596		756		2,940		2,043

Other income – net	34		40		69		153
Interest expense on debt	203		182		608		527

Income before income taxes	1,427		614		2,401		1,669

Income taxes	328		136		512		369

Net income	$	1,099	$	478	$	1,889	$	1,300

Earnings per share
Basic	$	4.86	$	2.11	$	8.35	$	5.71
Diluted	4.85		2.10		8.34		5.70

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)


	Third Quarter				First Nine Months
	2024		2023		2024		2023
	($ in millions)

Net income	$	1,099	$	478	$	1,889	$	1,300
Other comprehensive loss, before tax:
Pension and other postretirement expense	(2)		(6)		(15)		(17)

Other comprehensive income (loss) of equity investees	—		(1)		1		(1)

Other comprehensive loss, before tax	(2)		(7)		(14)		(18)
Income tax benefit related to items of other
comprehensive loss	—		2		2		5

Other comprehensive loss, net of tax	(2)		(5)		(12)		(13)

Total comprehensive income	$	1,097	$	473	$	1,877	$	1,287

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)


	September 30, 2024		December 31, 2023
	($ in millions)
Assets
Current assets:
Cash and cash equivalents	$	975	$	1,568

Accounts receivable – net	1,302		1,147
Materials and supplies	288		264
Other current assets	125		292
Total current assets	2,690		3,271

Investments	3,968		3,839
Properties less accumulated depreciation of $13,855
and $13,265, respectively	35,390		33,326
Other assets	1,207		1,216

Total assets	$	43,255	$	41,652

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,614	$	1,638

Income and other taxes	179		262
Other current liabilities	1,329		728
Current maturities of long-term debt	555		4
Total current liabilities	3,677		2,632

Long-term debt	16,644		17,175
Other liabilities	1,786		1,839
Deferred income taxes	7,363		7,225

Total liabilities	29,470		28,871

Stockholders’ equity:
Common stock $1.00 per share par value, 1,350,000,000 shares
authorized; outstanding 226,239,662 and 225,681,254 shares,
respectively, net of treasury shares	228		227
Additional paid-in capital	2,223		2,179
Accumulated other comprehensive loss	(332)		(320)
Retained income	11,666		10,695

Total stockholders’ equity	13,785		12,781

Total liabilities and stockholders’ equity	$	43,255	$	41,652

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)


		First Nine Months
		2024		2023
		($ in millions)
Cash flows from operating activities
	Net income	$	1,889	$	1,300
	Reconciliation of net income to net cash provided by operating activities:
	Depreciation	1,011		968
	Deferred income taxes	141		(53)
	Gains and losses on properties	(425)		(34)
	Changes in assets and liabilities affecting operations:
	Accounts receivable	(156)		(65)
	Materials and supplies	(24)		(50)
	Other current assets	80		37
	Current liabilities other than debt	774		538
	Other – net	(189)		(135)

	Net cash provided by operating activities	3,101		2,506

Cash flows from investing activities
	Property additions	(1,706)		(1,491)
	Acquisition of assets of CSR	(1,643)		(5)
	Property sales and other transactions	527		62
	Investment purchases	(318)		(120)
	Investment sales and other transactions	349		160

	Net cash used in investing activities	(2,791)		(1,394)

Cash flows from financing activities
	Dividends	(915)		(920)
	Common stock transactions	15		(9)
	Purchase and retirement of common stock	—		(503)
	Proceeds from borrowings	1,051		2,303
	Debt repayments	(1,054)		(933)

	Net cash used in financing activities	(903)		(62)

	Net increase (decrease) in cash and cash equivalents	(593)		1,050

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

	At end of period	$	975	$	1,506

Supplemental disclosures of cash flow information
	Cash paid during the period for:
	Interest (net of amounts capitalized)	$	571	$	451
	Income taxes (net of refunds)	284		521

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

SEC Form 10-Q filed by Norfolk Southern Corporation