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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):
April 24, 2024 (April 24, 2024)
________________________________
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))
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 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 April 9, 2024, Norfolk Southern Corporation (the “Company”) issued a press release, attached hereto as Exhibit 99.1, reporting preliminary first-quarter results for 2024. On April 24, 2024, the Company issued a press release, attached hereto as Exhibit 99.2, confirming that first-quarter results for 2024 aligned with the preliminarily reported results. Attached hereto, as Exhibit 99.3, is the Quarterly Financial Data for the first quarter of 2024. This information is available on the Company’s website, www.norfolksouthern.com, on the “Investors” page 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 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
| Exhibit Number | Description | |
| 99.1 | Press Release dated April 9, 2024 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on April 9, 2024; SEC File No. 001-08339) | |
| 99.2 | Press Release dated April 24, 2024 | |
| 99.3 | 2024 Q1 Financial Data | |
| 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.
| SIGNATURES | ||
| NORFOLK SOUTHERN CORPORATION | ||
| (Registrant) | ||
| /s/ Denise W. Hutson | ||
| Name: Denise W. Hutson | ||
| Title: Corporate Secretary | ||
Date: April 24, 2024
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
Norfolk Southern
confirms first quarter 2024 results in-line with
preliminary release
ATLANTA, April 24, 2024 – Norfolk Southern Corporation (NYSE: NSC) confirmed Wednesday morning that its first quarter 2024 financial results were in-line with preliminary results previously announced on April 9, 2024. Financial details can be found in the press release issued that day.
The company will also discuss the results during a live call at 8:45 a.m. ET. Please visit www.norfolksouthern.com for additional information and details on joining the call.
###
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 customer-centric and operations-driven 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 more than 7 million carloads annually, from agriculture to consumer goods, and Norfolk Southern originates more automotive traffic than any other Class I Railroad. 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:
Luke Nichols, 470-867-4807
Norfolk Southern Corporation | 1
EXHIBIT 99.3
Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)
| First Quarter | ||||||||
| 2024 | 2023 | |||||||
| (in millions, except per share amounts) | ||||||||
| Railway operating revenues | ||||||||
| Merchandise | $ | 1,863 | $ | 1,878 | ||||
| Intermodal | 745 | 814 | ||||||
| Coal | 396 | 440 | ||||||
| Total railway operating revenues | 3,004 | 3,132 | ||||||
| Railway operating expenses | ||||||||
| Compensation and benefits | 736 | 690 | ||||||
| Purchased services and rents | 528 | 496 | ||||||
| Fuel | 284 | 315 | ||||||
| Depreciation | 337 | 321 | ||||||
| Materials and other | 215 | 212 | ||||||
| Restructuring and other charges | 99 | — | ||||||
| Eastern Ohio incident | 592 | 387 | ||||||
| Total railway operating expenses | 2,791 | 2,421 | ||||||
| Income from railway operations | 213 | 711 | ||||||
| Other income – net | 18 | 56 | ||||||
| Interest expense on debt | 201 | 175 | ||||||
| Income before income taxes | 30 | 592 | ||||||
| Income taxes | (23 | ) | 126 | |||||
| Net income | $ | 53 | $ | 466 | ||||
| Earnings per share – diluted | $ | 0.23 | $ | 2.04 | ||||
| Weighted average shares outstanding – diluted | 226.2 | 228.3 | ||||||
See accompanying notes to consolidated financial statements.
Norfolk Southern Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| ($ in millions) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 652 | $ | 1,568 | ||||
| Accounts receivable – net | 1,198 | 1,147 | ||||||
| Materials and supplies | 270 | 264 | ||||||
| Other current assets | 236 | 292 | ||||||
| Total current assets | 2,356 | 3,271 | ||||||
| Investments | 3,570 | 3,839 | ||||||
| Properties less accumulated depreciation of $13,462 and $13,265, respectively | 35,051 | 33,326 | ||||||
| Other assets | 1,151 | 1,216 | ||||||
| Total assets | $ | 42,128 | $ | 41,652 | ||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,506 | $ | 1,638 | ||||
| Short-term debt | 400 | — | ||||||
| Income and other taxes | 222 | 262 | ||||||
| Other current liabilities | 1,315 | 728 | ||||||
| Current maturities of long-term debt | 4 | 4 | ||||||
| Total current liabilities | 3,447 | 2,632 | ||||||
| Long-term debt | 17,179 | 17,175 | ||||||
| Other liabilities | 1,767 | 1,839 | ||||||
| Deferred income taxes | 7,199 | 7,225 | ||||||
| Total liabilities | 29,592 | 28,871 | ||||||
| Stockholders’ equity: | ||||||||
| Common stock $1.00 per share par value, 1,350,000,000 shares authorized; outstanding 225,914,028 and 225,681,254 shares, respectively, net of treasury shares | 227 | 227 | ||||||
| Additional paid-in capital | 2,188 | 2,179 | ||||||
| Accumulated other comprehensive loss | (322 | ) | (320 | ) | ||||
| Retained income | 10,443 | 10,695 | ||||||
| Total stockholders’ equity | 12,536 | 12,781 | ||||||
| Total liabilities and stockholders’ equity | $ | 42,128 | $ | 41,652 | ||||
See accompanying notes to consolidated financial statements.
Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
| First Three Months | ||||||||
| 2024 | 2023 | |||||||
| ($ in millions) | ||||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | 53 | $ | 466 | ||||
| Reconciliation of net income to net cash provided by operating activities: | ||||||||
| Depreciation | 337 | 321 | ||||||
| Deferred income taxes | (26 | ) | (15 | ) | ||||
| Gains and losses on properties | (1 | ) | (4 | ) | ||||
| Changes in assets and liabilities affecting operations: | ||||||||
| Accounts receivable | (51 | ) | (22 | ) | ||||
| Materials and supplies | (6 | ) | (9 | ) | ||||
| Other current assets | 33 | 12 | ||||||
| Current liabilities other than debt | 560 | 480 | ||||||
| Other – net | (60 | ) | (56 | ) | ||||
| Net cash provided by operating activities | 839 | 1,173 | ||||||
| Cash flows from investing activities | ||||||||
| Property additions | (557 | ) | (428 | ) | ||||
| Acquisition of assets of CSR | (1,642 | ) | — | |||||
| Property sales and other transactions | 32 | 20 | ||||||
| Investment purchases | (1 | ) | — | |||||
| Investment sales and other transactions | 324 | 17 | ||||||
| Net cash used in investing activities | (1,844 | ) | (391 | ) | ||||
| Cash flows from financing activities | ||||||||
| Dividends | (305 | ) | (307 | ) | ||||
| Common stock transactions | (6 | ) | (10 | ) | ||||
| Purchase and retirement of common stock | — | (163 | ) | |||||
| Proceeds from borrowings | 400 | 594 | ||||||
| Debt repayments | — | (800 | ) | |||||
| Net cash provided by (used in) financing activities | 89 | (686 | ) | |||||
| Net increase (decrease) in cash and cash equivalents | (916 | ) | 96 | |||||
| Cash and cash equivalents | ||||||||
| At beginning of year | 1,568 | 456 | ||||||
| At end of period | $ | 652 | $ | 552 | ||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash paid during the period for: | ||||||||
| Interest (net of amounts capitalized) | $ | 182 | $ | 129 | ||||
| Income taxes (net of refunds) | (2 | ) | (1 | ) | ||||
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Eastern Ohio Incident
On February 3, 2023, a train operated by Norfolk Southern derailed in East Palestine, Ohio (the Incident). We recognized $592 million and $387 million of expense during the first quarters of 2024 and 2023, respectively, for costs related to the Incident. The total expense recognized in the first quarter 2024 includes the impact of $108 million in insurance recoveries, while no insurance recoveries were recorded in the first quarter of 2023. Any additional amounts recoverable under our insurance policies or from third parties will be reflected in future periods in which 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.
2. Restructuring and Other Charges
During the first quarter of 2024, the Company executed a voluntary and an involuntary separation program that will result in a reduction of approximately 350 nonagreement employees by May 2024. “Restructuring and other charges” includes $64 million of costs related to these programs, which primarily consists of separation payments to the impacted nonagreement employees. Additionally, the Company incurred $35 million of costs associated with the March 2024 appointment of our chief operating officer.
3. Shareholder Advisory Costs
During the first quarter of 2024, the Company recorded $21 million in costs associated with shareholder advisory matters and which are included in “Other income – net.”
4. Deferred Tax Adjustment
In the first quarter of 2024, we recorded a $27 million deferred income tax benefit, the result of a subsidiary restructuring that reduced our estimated deferred state income tax rate.
5. Stock Repurchase Program
We did not repurchase shares of common stock under our stock repurchase program in the first three months of 2024, while we repurchased and retired 0.6 million shares of common stock at a cost of $163 million in the first three months of 2023, inclusive of excise taxes.