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): July 27, 2022 (July 27, 2022)

________________________________

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 July 27, 2022, the Registrant issued a Press Release, attached hereto as Exhibit 99.1, reporting second-quarter results for 2022. Attached hereto, as Exhibit 99.2, is the Quarterly Financial Data for the second quarter of 2022. This document 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 filed as part of this Current Report on Form 8-K:

Exhibit Number		Description

99.1		Press Release dated July 27, 2022

99.2		2022 Q2 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: July 27, 2022

Exhibit 99.1

FOR IMMEDIATE RELEASE

Norfolk Southern reports second quarter 2022 results

ATLANTA, July 27, 2022– Norfolk Southern Corporation (NYSE: NSC) today announced second quarter 2022 financial results which included quarterly records for railway operating revenues, income from railway operations, and diluted earnings per share.

Second quarter railway operating revenue was $3.3 billion, income from railway operations was $1.3 billion, net income was $819 million, and diluted earnings per share was $3.45.

“The Norfolk Southern team was able to deliver solid financial performance in the second quarter, despite network fluidity challenges,” said Norfolk Southern President and Chief Executive Officer Alan H. Shaw. “We remain steadfast in our commitment to service recovery. In the quarter, we made considerable progress on staffing, and launched our TOP|SPG operating model, both of which are foundational to achieving our targeted service levels and long-term growth strategy. Already we are seeing visible upticks in qualified employees and train speeds as a result of these initiatives, and we expect to see further progress on service recovery in the months ahead.”

Second Quarter Summary

Railway operating revenues of $3.3 billion were an all-time quarterly record, up 16%, or $451 million, compared with second quarter 2021, driven by a 20% increase in revenue per unit.

Railway operating expenses were $2.0 billion, an increase of 21%, or $347 million, compared with the same period last year due to higher fuel prices, lower property sales, and increased costs from inflation and service challenges.

Income from railway operations was a record of $1.3 billion, an increase of 9%, or $104 million, year-over-year.

The railway operating ratio was 60.9%.

####

About Norfolk Southern

Norfolk Southern Corporation (NYSE: NSC) is one of the nation’s premier transportation companies, moving the goods and materials that drive the U.S. economy. Norfolk Southern connects customers to markets and communities to economic opportunity, with safe, reliable, and sustainable shipping solutions. The company’s service area includes 22 states and the District of Columbia, every major container port in the eastern United States, and a majority of the U.S. population and manufacturing base.

Media Inquiries:

Media Relations, 404-420-4444

Investor Inquiries:

Luke Nichols, 470-867-4807

Exhibit 99.2

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

	Second Quarter					First Six Months
	2022			2021		2022			2021
	(in millions, except per share amounts)

Railway operating revenues
Merchandise	$	1,853		$	1,680	$	3,525		$	3,288
Intermodal		972			801		1,826			1,520
Coal		425			318		814			630
Total railway operating revenues		3,250			2,799		6,165			5,438

Railway operating expenses
Compensation and benefits		614			624		1,233			1,235
Purchased services and rents		481			429		918			822
Fuel		408			188		709			365
Depreciation		304			294		606			586
Materials and other		172			97		343			248
Total railway operating expenses		1,979			1,632		3,809			3,256

Income from railway operations		1,271			1,167		2,356			2,182

Other income (expense) – net		(14	)		35		(19	)		42
Interest expense on debt		170			161		338			317

Income before income taxes		1,087			1,041		1,999			1,907

Income taxes
Current		205			167		366			308
Deferred		63			55		111			107
Total income taxes		268			222		477			415

Net income	$	819		$	819	$	1,522		$	1,492

Earnings per share – diluted	$	3.45		$	3.28	$	6.37		$	5.94

Weighted average shares outstanding – diluted		237.5			250.0		238.9			251.3

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

	June 30,			December 31,
	2022			2021
	($ in millions)
Assets
Current assets:
Cash and cash equivalents	$	1,259		$	839
Accounts receivable – net		1,208			976
Materials and supplies		289			218
Other current assets		101			134
Total current assets		2,857			2,167

Investments		3,671			3,707
Properties less accumulated depreciation of $12,267 and $12,031, respectively		31,787			31,653
Other assets		1,021			966

Total assets	$	39,336		$	38,493

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,308		$	1,351
Income and other taxes		333			305
Other current liabilities		363			312
Current maturities of long-term debt		605			553
Total current liabilities		2,609			2,521

Long-term debt		14,449			13,287
Other liabilities		1,843			1,879
Deferred income taxes		7,281			7,165

Total liabilities		26,182			24,852

Stockholders’ equity:
Common stock $1.00 per share par value, 1,350,000,000 shares authorized; outstanding 234,873,651 and 240,162,790 shares, respectively, net of treasury shares		236			242
Additional paid-in capital		2,190			2,215
Accumulated other comprehensive loss		(388	)		(402	)
Retained income		11,116			11,586

Total stockholders’ equity		13,154			13,641

Total liabilities and stockholders’ equity	$	39,336		$	38,493

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	First Six Months
	2022			2021
	($ in millions)
Cash flows from operating activities
Net income	$	1,522		$	1,492
Reconciliation of net income to net cash provided by operating activities:
Depreciation		606			586
Deferred income taxes		111			107
Gains and losses on properties		(37	)		(75	)
Changes in assets and liabilities affecting operations:
Accounts receivable		(230	)		(96	)
Materials and supplies		(71	)		(25	)
Other current assets		30			30
Current liabilities other than debt		75			170
Other – net		5			(92	)

Net cash provided by operating activities		2,011			2,097

Cash flows from investing activities
Property additions		(837	)		(627	)
Property sales and other transactions		100			66
Investment purchases		(7	)		(5	)
Investment sales and other transactions		30			37

Net cash used in investing activities		(714	)		(529	)

Cash flows from financing activities
Dividends		(591	)		(496	)
Common stock transactions		(14	)		6
Purchase and retirement of common stock		(1,454	)		(1,525	)
Proceeds from borrowings		1,732			1,087
Debt repayments		(550	)		(85	)

Net cash used in financing activities		(877	)		(1,013	)

Net increase in cash and cash equivalents		420			555

Cash and cash equivalents
At beginning of year		839			1,115

At end of period	$	1,259		$	1,670

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest (net of amounts capitalized)	$	294		$	281
Income taxes (net of refunds)		321			249

See accompanying notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Stock Repurchase Program

We repurchased and retired 5.7 million shares of common stock under our stock repurchase program at a cost of $1.5 billion during the first six months of both 2022 and 2021.