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):
January 29, 2025 (January 29, 2025)
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) |
||
650 West Peachtree Street NW | ||||
Atlanta, Georgia 30308-1925 |
(855) 667-3655 | |||
(Address of principal executive offices, including zip code) | (Registrant’s telephone number, including area code) |
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)) |
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 |
Securities registered pursuant to Section 12(b) of the Act:
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 2.02. | Results of Operations and Financial Condition |
Item 7.01. | Regulation FD Disclosure |
On January 29, 2025, Norfolk Southern Corporation (the “Company”) issued a press release reporting fourth-quarter and full year results for 2024, as well as its Quarterly Financial Data for the fourth quarter of 2024. A copy of the press release is attached as Exhibit 99.1 and a copy of the Quarterly Financial Data is attached as Exhibit 99.2, each of which is incorporated by reference herein. These documents are also available on the Company’s website, www.norfolksouthern.com.* 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 Company’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.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are furnished as part of this Current Report on Form 8-K:
Exhibit |
Description |
|
99.1 | Press Release dated January 29, 2025 | |
99.2 | 2024 Q4 Financial Data | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Internet addresses are provided for informational purposes only and are not intended to be hyperlinks. |
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/ Jeremy Ballard |
||
Name: | Jeremy Ballard | |
Title: | Corporate Secretary | |
Date: | January 29, 2025 |
Exhibit 99.1
Norfolk Southern reports fourth quarter and full year 2024 results
Met commitments for second-half and full-year 2024 operating ratio
Productivity initiatives drive results with additional opportunity in 2025
ATLANTA, Jan. 29, 2025 – Norfolk Southern Corporation (NYSE: NSC) announced Wednesday its fourth quarter and full-year 2024 financial results. For the quarter, revenue was $3.0 billion, income from railway operations was $1.1 billion, operating ratio was 62.6%, and diluted earnings per share were $3.23. For full-year 2024, revenue was $12.1 billion, income from railway operations was $4.1 billion, operating ratio was 66.4%, and diluted earnings per share were $11.57.
After adjusting the results to exclude the impact of railway line sales, the Eastern Ohio incident, restructuring and other charges, as well as shareholder advisory costs, fourth quarter income from railway operations was $1.1 billion, the operating ratio was 64.9%, and diluted earnings per share were $3.04. Excluding the same items, as well as a deferred income tax benefit, full-year income from railway operations was $4.1 billion, operating ratio was 65.8%, and diluted earnings per share were $11.85.
For the third consecutive quarter, insurance recoveries related to the Eastern Ohio incident exceeded incremental costs.
“We closed 2024 with another quarter of solid performance, building on the success of Q3. Our network is running fast; our terminals are more efficient; and service metrics are steady. Our customers are noticing and rewarding us with more business,” said President and CEO Mark George. “I applaud all the employees of Norfolk Southern for what we are achieving together. We are seeing momentum in all areas from consistently prioritizing safety, productivity, and operational excellence. We are well-positioned to build on our success and drive long-term value for all our stakeholders.”
Norfolk Southern Corporation | 1
Fourth Quarter Summary
• | Railway operating revenues of $3.0 billion, down $49 million, or 2%, compared to the fourth quarter 2023. |
o | Excluding the impact of lower fuel surcharge revenue, railway operating revenues were $2.8 billion, up $60 million, or 2%, on volume growth of 3% compared to the fourth quarter of 2023. |
• | Income from railway operations was $1.1 billion, an increase of $323 million, or 40%, compared to fourth quarter 2023. |
o | Adjusting for the impact of railway line sales, restructuring and other charges, and the Eastern Ohio incident, income from railway operations was $1.1 billion, up $104 million, or 11%, compared to adjusted fourth quarter 2023. |
• | Operating ratio in the quarter was 62.6% compared to 73.7% in fourth quarter 2023. |
o | On an adjusted basis, the operating ratio for the quarter was 64.9%. This represents 390 basis points of improvement from adjusted fourth quarter 2023 which was 68.8%. |
• | Diluted earnings per share were $3.23, an increase of 39% compared to fourth quarter 2023. |
o | Adjusting for the impact of railway line sales, restructuring and other charges, the Eastern Ohio incident, and shareholder advisory costs, diluted earnings per share were $3.04, up $0.21, or 7%, compared to adjusted fourth quarter 2023. |
Full Year Summary
• | Railway operating revenues of $12.1 billion, down $33 million, compared to full year 2023. |
o | Excluding the impact of lower fuel surcharge revenue, railway operating revenues were $11.2 billion, up $228 million, or 2%, on volume growth of 5% compared to the full year 2023. |
• | Income from railway operations was $4.1 billion, an increase of $1.2 billion, or 43%, compared to full year 2023. |
o | Adjusting for the impact of railway line sales, restructuring and other charges, and the Eastern Ohio incident, income from railway operations was $4.1 billion, up $179 million, or 5%, compared to adjusted 2023. |
• | Operating ratio in 2024 was 66.4%, an improvement of 1,010 basis points, compared to 76.5% in 2023. |
o | On an adjusted basis, the operating ratio for 2024 was 65.8%. This represents 160 basis points of improvement from adjusted 2023 which was 67.4%. |
• | Diluted earnings per share were $11.57, an increase of 44% compared to 2023. |
o | Adjusting for the impact of railway line sales, restructuring and other charges, the Eastern Ohio incident, shareholder advisory costs, and a deferred tax adjustment, diluted earnings per share were $11.85, up $0.11, or 1%, compared to adjusted 2023. |
Norfolk Southern Corporation | 2
###
About Norfolk Southern
Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a 22-state freight transportation network. Committed to furthering sustainability, Norfolk Southern helps its customers avoid approximately 15 million tons of yearly carbon emissions by shipping via rail. Its dedicated team members deliver approximately 7 million carloads annually, from agriculture to consumer goods. Norfolk Southern also has the most extensive intermodal network in the eastern U.S. It serves a majority of the country’s population and manufacturing base, with connections to every major container port on the Atlantic coast as well as major ports in the Gulf of Mexico and Great Lakes. Learn more by visiting www.NorfolkSouthern.com.
Media Inquiries:
Media Relations
Investor Inquiries:
Investor Relations
Cautionary Statement on Forward-Looking Statements
Certain statements in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or our achievements or those of our industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “believe,” “project,” or other comparable terminology. While the Company has based these forward-looking statements on those expectations, assumptions, estimates, beliefs, and projections it views as reasonable, such 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: (i) the Company’s ability to successfully implement its operational, productivity, and strategic initiatives; (ii) changes in domestic or international economic, political or business conditions, including those impacting the transportation industry; (iii) a significant adverse event on our network, including but not limited to a mainline accident, discharge of hazardous material, or climate-related or other network outage; (iv) the outcome of claims, litigation, governmental proceedings, and investigations involving the Company, including those with respect to the Eastern Ohio incident; (v) the nature and extent of the Company’s environmental remediation obligations with respect to the Eastern Ohio incident; (vi) new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident; and (vii) a significant cybersecurity incident or other disruption to our technology infrastructure. These and other important factors, including those discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, as well as the Company’s subsequent filings with the SEC, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Norfolk Southern Corporation | 3
Non-GAAP Financial Measures
Information included within this press release contains non-GAAP financial measures, including revenues less fuel surcharges, adjusted income from railway operations, adjusted operating ratio, and adjusted diluted earnings per share. Non-GAAP financial measures should be considered in addition to, not as a substitute for, the financial measures reported in accordance with U.S. generally accepted accounting principles (GAAP).
Our fourth quarter and full year 2024 non-GAAP financial results exclude the effects of certain expenses related to the impact of railway line sales, the Eastern Ohio incident, restructuring and other charges, shareholder advisory costs, and a deferred tax adjustment. The following table adjusts our fourth quarter and full year 2024 GAAP financial results to exclude the effects of those items. The income tax effects of the non-GAAP adjustments were calculated based on the applicable tax rates to which the non-GAAP adjustments related. We use these non-GAAP financial measures internally and believe this information provides useful supplemental information to investors to facilitate making period-to-period comparisons by excluding these costs. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant to be considered in isolation from, or as a substitute for, the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similar measures presented by other companies. Information about the adjustments that are not currently available to us could have a potentially unpredictable and significant impact on future GAAP results.
Norfolk Southern Corporation | 4
($ in millions, except per share amounts) | Fourth Quarter 2024 |
|||
Railway operating revenues |
$ | 3,024 | ||
Less: fuel surcharge revenues |
(205 | ) | ||
|
|
|||
Railway operating revenues less fuel surcharge revenues |
$ | 2,819 | ||
|
|
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Income from railway operations |
$ | 1,131 | ||
Effect of railway line sales |
(53 | ) | ||
Effect of Eastern Ohio incident |
(43 | ) | ||
Effect of restructuring and other charges |
27 | |||
|
|
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Adjusted income from railway operations |
$ | 1,062 | ||
|
|
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Operating ratio |
62.6 | % | ||
Effect of railway line sales |
1.8 | % | ||
Effect of Eastern Ohio incident |
1.4 | % | ||
Effect of restructuring and other charges |
(0.9 | %) | ||
|
|
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Adjusted operating ratio |
64.9 | % | ||
|
|
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Diluted earnings per share |
$ | 3.23 | ||
Effect of railway line sales |
(0.17 | ) | ||
Effect of Eastern Ohio incident |
(0.14 | ) | ||
Effect of restructuring and other charges |
0.09 | |||
Effect of shareholder advisory costs |
0.03 | |||
|
|
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Adjusted diluted earnings per share |
$ | 3.04 | ||
|
|
Norfolk Southern Corporation | 5
($ in millions, except per share amounts) | Full Year 2024 |
|||
Railway operating revenues |
$ | 12,123 | ||
Less: fuel surcharge revenues |
(962 | ) | ||
|
|
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Railway operating revenues less fuel surcharge revenues |
$ | 11,161 | ||
|
|
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Income from railway operations |
$ | 4,071 | ||
Effect of railway line sales |
(433 | ) | ||
Effect of Eastern Ohio incident |
325 | |||
Effect of restructuring and other charges |
183 | |||
|
|
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Adjusted income from railway operations |
$ | 4,146 | ||
|
|
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Operating ratio |
66.4 | % | ||
Effect of railway line sales |
3.6 | % | ||
Effect of Eastern Ohio incident |
(2.7 | %) | ||
Effect of restructuring and other charges |
(1.5 | %) | ||
|
|
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Adjusted operating ratio |
65.8 | % | ||
|
|
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Diluted earnings per share |
$ | 11.57 | ||
Effect of railway line sales |
(1.44 | ) | ||
Effect of favorable deferred tax benefit |
(0.12 | ) | ||
Effect of Eastern Ohio incident |
1.09 | |||
Effect of restructuring and other charges |
0.55 | |||
Effect of shareholder advisory costs |
0.20 | |||
|
|
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Adjusted diluted earnings per share |
$ | 11.85 | ||
|
|
Norfolk Southern Corporation | 6
Exhibit 99.2
Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)
Fourth Quarter | Years Ended December 31, |
|||||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||||
(in millions, except per share amounts) | ||||||||||||||||
Railway operating revenues |
||||||||||||||||
Merchandise |
$ | 1,842 | $ | 1,849 | $ | 7,470 | $ | 7,353 | ||||||||
Intermodal |
792 | 794 | 3,042 | 3,090 | ||||||||||||
Coal |
390 | 430 | 1,611 | 1,713 | ||||||||||||
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|
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Total railway operating revenues |
3,024 | 3,073 | 12,123 | 12,156 | ||||||||||||
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|
|
|
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Railway operating expenses |
||||||||||||||||
Compensation and benefits |
697 | 721 | 2,823 | 2,819 | ||||||||||||
Purchased services and rents |
507 | 551 | 2,048 | 2,070 | ||||||||||||
Fuel |
230 | 303 | 987 | 1,170 | ||||||||||||
Depreciation |
342 | 330 | 1,353 | 1,298 | ||||||||||||
Materials and other |
133 | 210 | 333 | 832 | ||||||||||||
Restructuring and other charges |
27 | — | 183 | — | ||||||||||||
Eastern Ohio incident |
(43 | ) | 150 | 325 | 1,116 | |||||||||||
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|
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Total railway operating expenses |
1,893 | 2,265 | 8,052 | 9,305 | ||||||||||||
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|
|||||||||
Income from railway operations |
1,131 | 808 | 4,071 | 2,851 | ||||||||||||
Other income (expense) – net |
(4 | ) | 38 | 65 | 191 | |||||||||||
Interest expense on debt |
199 | 195 | 807 | 722 | ||||||||||||
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Income before income taxes |
928 | 651 | 3,329 | 2,320 | ||||||||||||
Income taxes |
195 | 124 | 707 | 493 | ||||||||||||
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Net income |
$ | 733 | $ | 527 | $ | 2,622 | $ | 1,827 | ||||||||
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Earnings per share – diluted |
$ | 3.23 | $ | 2.32 | $ | 11.57 | $ | 8.02 | ||||||||
Weighted average shares outstanding – diluted |
226.7 | 226.3 | 226.4 | 227.4 |
See accompanying notes to consolidated financial statements.
Norfolk Southern Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
At December 31, | ||||||||
2024 | 2023 | |||||||
($ in millions) | ||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 1,641 | $ | 1,568 | ||||
Accounts receivable – net |
1,069 | 1,147 | ||||||
Materials and supplies |
277 | 264 | ||||||
Other current assets |
201 | 292 | ||||||
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Total current assets |
3,188 | 3,271 | ||||||
Investments |
3,370 | 3,839 | ||||||
Properties less accumulated depreciation of $13,957 and $13,265, respectively |
35,831 | 33,326 | ||||||
Other assets |
1,293 | 1,216 | ||||||
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Total assets |
$ | 43,682 | $ | 41,652 | ||||
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Liabilities and stockholders’ equity |
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Current liabilities: |
||||||||
Accounts payable |
$ | 1,704 | $ | 1,638 | ||||
Income and other taxes |
337 | 262 | ||||||
Other current liabilities |
949 | 728 | ||||||
Current maturities of long-term debt |
555 | 4 | ||||||
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Total current liabilities |
3,545 | 2,632 | ||||||
Long-term debt |
16,651 | 17,175 | ||||||
Other liabilities |
1,760 | 1,839 | ||||||
Deferred income taxes |
7,420 | 7,225 | ||||||
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Total liabilities |
29,376 | 28,871 | ||||||
Stockholders’ equity: |
||||||||
Common stock $1.00 per share par value, 1,350,000,000 shares authorized; outstanding 226,320,894 and 225,681,254 shares, respectively, net of treasury shares |
228 | 227 | ||||||
Additional paid-in capital |
2,247 | 2,179 | ||||||
Accumulated other comprehensive loss |
(262 | ) | (320 | ) | ||||
Retained income |
12,093 | 10,695 | ||||||
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Total stockholders’ equity |
14,306 | 12,781 | ||||||
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Total liabilities and stockholders’ equity |
$ | 43,682 | $ | 41,652 | ||||
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See accompanying notes to consolidated financial statements.
Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Years Ended December 31, | ||||||||
2024 | 2023 | |||||||
($ in millions) | ||||||||
Cash flows from operating activities |
||||||||
Net income |
$ | 2,622 | $ | 1,827 | ||||
Reconciliation of net income to net cash provided by operating activities: |
||||||||
Depreciation |
1,353 | 1,298 | ||||||
Deferred income taxes |
176 | (49 | ) | |||||
Gains and losses on properties |
(490 | ) | (49 | ) | ||||
Changes in assets and liabilities affecting operations: |
||||||||
Accounts receivable |
85 | (2 | ) | |||||
Materials and supplies |
(13 | ) | (11 | ) | ||||
Other current assets |
5 | (54 | ) | |||||
Current liabilities other than debt |
548 | 435 | ||||||
Other – net |
(234 | ) | (216 | ) | ||||
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Net cash provided by operating activities |
4,052 | 3,179 | ||||||
Cash flows from investing activities |
||||||||
Property additions |
(2,381 | ) | (2,327 | ) | ||||
Acquisition of assets of CSR |
(1,643 | ) | (22 | ) | ||||
Property sales and other transactions |
558 | 86 | ||||||
Investment purchases |
(319 | ) | (124 | ) | ||||
Investment sales and other transactions |
1,005 | 205 | ||||||
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Net cash used in investing activities |
(2,780 | ) | (2,182 | ) | ||||
Cash flows from financing activities |
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Dividends |
(1,221 | ) | (1,225 | ) | ||||
Common stock transactions |
26 | 3 | ||||||
Purchase and retirement of common stock |
— | (622 | ) | |||||
Proceeds from borrowings |
1,051 | 3,293 | ||||||
Debt repayments |
(1,055 | ) | (1,334 | ) | ||||
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Net cash provided by (used in) financing activities |
(1,199 | ) | 115 | |||||
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Net increase in cash and cash equivalents |
73 | 1,112 | ||||||
Cash and cash equivalents |
||||||||
At beginning of year |
1,568 | 456 | ||||||
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At end of year |
$ | 1,641 | $ | 1,568 | ||||
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Supplemental disclosures of cash flow information | ||||||||
Cash paid during the year for: |
||||||||
Interest (net of amounts capitalized) |
$ | 764 | $ | 653 | ||||
Income taxes (net of refunds) |
305 | 681 |
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS:
1. Sales of Railway Lines
During 2024, we completed sales of railway lines in the states of Virginia and North Carolina resulting in gains of $433 million on operating property transactions included in “Materials and other” expense, of which $53 million was recognized in the fourth quarter. The gains from these transactions are reflected in “Gains and losses on properties” and cash proceeds of $389 million are included in “Property sales and other transactions” on the Consolidated Statement of Cash Flows.
2. Restructuring and Other Charges
During 2024, we recognized $183 million for restructuring and other charges, of which $27 million was recognized in the fourth quarter. This includes $104 million of costs associated with our voluntary and involuntary separation programs that reduced our management workforce and costs associated with the appointment of our chief operating officer, and $79 million of expenses related to ceasing development of certain technology projects that had not been placed into service and recognizing certain equipment at its net realizable value in advance of the planned disposition of that asset class. Additionally, “Other income – net” for 2024 includes a $20 million curtailment gain on our other postretirement benefit plan resulting from the restructuring.
3. Eastern Ohio Incident
On February 3, 2023, a train operated by us derailed in East Palestine, Ohio (the Incident). We recognized expenses of $325 million and $1.1 billion during 2024 and 2023, respectively, for costs related to the Incident. Insurance recoveries exceeded expenses by $43 million in the fourth quarter of 2024 compared to expenses of $150 million in the fourth quarter of 2023. The total expense recognized includes the impact of $650 million and $101 million in insurance recoveries during 2024 and 2023, respectively, of which $98 million and $76 million were recognized in the fourth quarters of 2024 and 2023, respectively. Any additional amounts recoverable under our insurance policies or from third parties will be reflected in future periods when recovery is considered probable. No amounts have been recorded related to potential third-party recoveries, which may reduce amounts payable by our insurers under applicable insurance coverage.
4. Shareholder Advisory Costs
“Other income – net” includes costs associated with shareholder advisory matters, which amounted to $59 million in 2024, of which $8 million was recognized in the fourth quarter.
5. Deferred Income Taxes
During 2024, we recorded a $27 million reduction to deferred income taxes, the result of a subsidiary restructuring that reduced our estimated deferred state income tax rate.
6. Stock Repurchase Program
We did not repurchase shares of common stock under our stock repurchase program in 2024, while we repurchased and retired 2.8 million shares of common stock at a cost of $627 million in 2023, inclusive of excise taxes.