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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 26, 2023 (April 26, 2023)

________________________________

soaring nameunderblacklg

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 26, 2023, the Registrant issued a Press Release, attached hereto as Exhibit 99.1, reporting first-quarter results for 2023. Attached hereto, as Exhibit 99.2, is the Quarterly Financial Data for the first quarter of 2023. This information is available on the Registrant’s website, www.norfolksouthern.com, in the “Invest in NS” section, 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 Registrant'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.

  

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 Number   Description
     
99.1   Press Release dated April 26, 2023
     
99.2   2023 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 duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SIGNATURES
  NORFOLK SOUTHERN CORPORATION
  (Registrant)
     
     
  /s/ Denise W. Hutson
  Name: Denise W. Hutson
  Title: Corporate Secretary

 

Date:  April 26, 2023

 

   

Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

 

Norfolk Southern reports first quarter 2023 results

 

ATLANTA, April 26, 2023 – Norfolk Southern Corporation (NYSE: NSC) announced Wednesday its first quarter 2023 financial results. For the quarter, income from railway operations was $711 million, and diluted earnings per share were $2.04 – down by 34% and 30%, respectively, compared to the first quarter 2022. These results include an initial $387 million charge associated with the incident in Eastern Ohio and do not reflect any amounts potentially recoverable under the company’s insurance policies, which would be reflected in future periods in which recovery is considered probable.  

 

Adjusting for the effects of the incident charge, first quarter results included adjusted income from railway operations of $1.1 billion and adjusted diluted earnings per share of $3.32 – improvements of 1% and 13%, respectively, compared to first quarter 2022. 

 

“From the beginning, we have been guided by one principle: We are going to do whatever it takes to make it right for East Palestine and the surrounding areas,” said Norfolk Southern President and Chief Executive Officer Alan H. Shaw. “We are making progress every day and I’m proud of our people. Our response reflects our strategy of focusing on long-term priorities and value.” 

 

First Quarter Summary

 

·Railway operating revenues of $3.1 billion, up 7%, or $217 million, compared to first quarter 2022. 

 

·Income from railway operations in the first quarter 2023 was $711 million including a $387 million charge associated with the Eastern Ohio Incident, a 34% decline compared to $1.1 billion in the first quarter of 2022.  

    Adjusting for the Eastern Ohio Incident, income from railway operations was $1.1 billion, up $13 million or 1% compared to first quarter 2022.

  

·Diluted earnings per share were $2.04 in the first quarter 2023, a decline of 30% compared to first quarter 2022. 

    Adjusting for the Eastern Ohio Incident, diluted earnings per share were $3.32, up 13%, or $0.39 compared to the first quarter 2022.

 

 ###

 

Norfolk Southern Corporation  |  1

 
 

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 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 is the largest rail shipper of auto products and metals in North America. Norfolk Southern also has the most extensive intermodal network in the eastern U.S., serving a majority of the country’s population and manufacturing base, with connections to every major container port on the Atlantic coast as well as the Gulf of Mexico and Great Lakes. Learn more by visiting www.NorfolkSouthern.com.

 

Media Inquiries:

Media Relations, 404-420-4444

 

Investor Inquiries:

Luke Nichols, 470-867-4807

 

 

Forward-looking statements

Certain statements in this press release may be considered “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,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “project,” “consider,” “predict,” “potential,” “feel,” or other comparable terminology. We have based these forward- looking statements on our current expectations, assumptions, estimates, beliefs, and projections. While we believe these expectations, assumptions, estimates, and projections are 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 our control. 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, 2022, filed with the Securities and Exchange Commission (the SEC), as supplemented in Part II, Item 1A of our Form 10-Q to be filed with the SEC on the same date as this press release, 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, we disclaim 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  |  2

 
 

Reconciliation of Non-GAAP Financial Measures

Information included within this filing includes non-GAAP financial measures, as defined by SEC Regulation G. 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).

 

GAAP financial results are adjusted to exclude the effects of a February 3, 2023 train derailment in East Palestine, Ohio that included 11 non-Company-owned tank cars carrying hazardous materials, fires associated with the derailment that threatened certain of the tank cars, and a controlled vent and burn procedure conducted on February 6, 2023 on the five derailed tank cars containing vinyl chloride (the Incident). The Company recognized $387 million of expenses during the first quarter related to the Incident. The income tax effects of this non-GAAP adjustment were calculated based on the applicable tax rates to which the non-GAAP adjustment related. The Company uses these non-GAAP financial measures internally and believes this information provides useful supplemental information to investors to facilitate making period-to-period comparisons by excluding the effects of the Incident.

 

While the Company believes that these non-GAAP financial measures are useful in evaluating the Company’s 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.

 

($ in millions except per share amounts)  First
   Quarter 2023
      
Income from railway operations  $711 
     Effect of the Incident   387 
Adjusted income from railway operations  $1,098 
      
Diluted earnings per share  $2.04 
     Effect of the Incident   1.28 
Adjusted diluted earnings per share  $3.32 

 

 ### 

 

Norfolk Southern Corporation  |  3
 

 

Exhibit 99.2

 

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

 

   First Quarter 
   2023   2022 
   (in millions, except per share amounts) 
         
Railway operating revenues          
Merchandise  $1,878   $1,672 
Intermodal   814    854 
Coal   440    389 
Total railway operating revenues   3,132    2,915 
           
Railway operating expenses          
Compensation and benefits   690    619 
Purchased services and rents   496    437 
Fuel   315    301 
Depreciation   321    302 
Materials and other   212    171 
Eastern Ohio incident   387     
Total railway operating expenses   2,421    1,830 
           
Income from railway operations   711    1,085 
           
Other income (expense) – net   56    (5)
Interest expense on debt   175    168 
           
Income before income taxes   592    912 
           
Income tax expense (benefit)          
Current   141    161 
Deferred   (15)   48 
Total income tax expense   126    209 
           
Net income  $466   $703 
           
Earnings per share – diluted  $2.04   $2.93 
           
Weighted average shares outstanding – diluted   228.3    240.2 

 

See accompanying notes to consolidated financial statements.

 
 

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

 

   March 31,   December 31, 
   2023   2022 
   ($ in millions) 
Assets          
Current assets:          
Cash and cash equivalents  $552   $456 
Accounts receivable – net   1,170    1,148 
Materials and supplies   262    253 
Other current assets   138    150 
Total current assets   2,122    2,007 
           
Investments   3,738    3,694 
Properties less accumulated depreciation of $12,810 and $12,592, respectively   32,240    32,156 
Other assets   1,069    1,028 
           
Total assets  $39,169   $38,885 
           
Liabilities and stockholders’ equity          
Current liabilities:          
Accounts payable  $1,315   $1,293 
Short-term debt       100 
Income and other taxes   438    312 
Other current liabilities   668    341 
Current maturities of long-term debt   403    603 
Total current liabilities   2,824    2,649 
           
Long-term debt   14,585    14,479 
Other liabilities   1,785    1,759 
Deferred income taxes   7,248    7,265 
           
Total liabilities   26,442    26,152 
           
Stockholders’ equity:          
Common stock $1.00 per share par value, 1,350,000,000 shares authorized; outstanding 227,639,602 and 228,076,415 shares, respectively, net of treasury shares   229    230 
Additional paid-in capital   2,155    2,157 
Accumulated other comprehensive loss   (355)   (351)
Retained income   10,698    10,697 
           
Total stockholders’ equity   12,727    12,733 
           
Total liabilities and stockholders’ equity  $39,169   $38,885 

 

See accompanying notes to consolidated financial statements.

 
 

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

   First Three Months 
   2023   2022 
   ($ in millions) 
Cash flows from operating activities          
Net income  $466   $703 
Reconciliation of net income to net cash provided by operating activities:          
Depreciation   321    302 
Deferred income taxes   (15)   48 
Gains and losses on properties   (4)   (6)
Changes in assets and liabilities affecting operations:          
Accounts receivable   (22)   (94)
Materials and supplies   (9)   (46)
Other current assets   12    21 
Current liabilities other than debt   480    83 
Other – net   (56)   (17)
           
Net cash provided by operating activities   1,173    994 
           
Cash flows from investing activities          
Property additions   (428)   (389)
Property sales and other transactions   20    36 
Investment purchases       (1)
Investment sales and other transactions   17    19 
           
Net cash used in investing activities   (391)   (335)
           
Cash flows from financing activities          
Dividends   (307)   (297)
Common stock transactions   (10)   (18)
Purchase and retirement of common stock   (163)   (600)
Proceeds from borrowings   594    989 
Debt repayments   (800)   (1)
           
Net cash provided by (used in) financing activities   (686)   73 
           
Net increase in cash and cash equivalents   96    732 
           
Cash and cash equivalents          
At beginning of year   456    839 
At end of period  $552   $1,571 
           
Supplemental disclosures of cash flow information          
Cash paid during the period for:          
Interest (net of amounts capitalized)  $129   $114 
Income taxes (net of refunds)   (1)   9 

 

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. During the first quarter, we recognized $387 million of expense for costs primarily associated with environmental matters and legal proceedings resulting from the incident. While certain costs recorded in the first quarter may be recoverable under our insurance policies in effect at the date of the incident, no estimate of potential recoveries has yet been recorded.

 

2.Stock Repurchase Program

We repurchased and retired 0.6 million and 2.2 million shares of common stock under our stock repurchase programs in the first three months of 2023 and 2022, at a cost of $163 million and $600 million.