A Norfolk Southern train is en route on Feb. 14, 2023 in East Palestine, Ohio. Earlier in the month a derailment sent millions of pounds of toxic chemicals into the environment and forced thousands of people to evacuate.Activist investor Ancora received a powerful endorsement in its efforts to secure a board change and to oust Norfolk Southern CEO Alan Shaw on Monday, when proxy advisor Glass Lewis recommended the railroad's shareholders vote for 6 of Ancora's board nominees."We believe Ancora has presented ...

ATLANTA, April 25, 2024  /PRNewswire/ -- Norfolk Southern Corporation (NYSE: NSC) Executive Vice President and Chief Operating Officer John Orr will participate in a fireside chat with Tom Wadewitz of UBS. During the conversation, Orr will discuss the operational enhancements underway at Norfolk Southern that are safely increasing productivity and enhancing service. Since joining Norfolk Southern, Orr and the Operations team have successfully: Improved Terminal Dwell by 8% Improved Car Miles per Day by 8% ...

Part I. Financial Information [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Q1 2024 consolidated financial statements show a significant performance decline, with net income plummeting to $53 million from $466 million due to decreased revenues and increased operating expenses from incident and restructuring charges | | First Quarter 2024 | First Quarter 2023 | | :--- | :--- | :--- | | **Railway operating revenues** | $3,004 million | $3,132 million | | **Income from railway operations** | $213 million | $711 million | | **Net income** | $53 million | $466 million | | **Diluted earnings per share** | $0.23 | $2.04 | | | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total current assets** | $2,356 million | $3,271 million | | **Total assets** | $42,128 million | $41,652 million | | **Total current liabilities** | $3,447 million | $2,632 million | | **Total liabilities** | $29,592 million | $28,871 million | | **Total stockholders' equity** | $12,536 million | $12,781 million | | | First Three Months 2024 | First Three Months 2023 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $839 million | $1,173 million | | **Net cash used in investing activities** | ($1,844) million | ($391) million | | **Net cash provided by (used in) financing activities** | $89 million | ($686) million | | **Net decrease in cash and cash equivalents** | ($916) million | $96 million | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed explanations for the financial statements, covering revenue composition, restructuring charges, the Eastern Ohio incident's financial impact, and a major asset acquisition | Commodity Group | Q1 2024 Revenue | Q1 2023 Revenue | | :--- | :--- | :--- | | Merchandise | $1,863 million | $1,878 million | | Intermodal | $745 million | $814 million | | Coal | $396 million | $440 million | | **Total** | **$3,004 million** | **$3,132 million** | - In Q1 2024, the company recorded **$99 million** in "Restructuring and other charges," which includes **$64 million** for voluntary and involuntary employee separation programs and **$35 million** in costs related to the appointment of a new Chief Operating Officer[34](index=34&type=chunk)[35](index=35&type=chunk) - On March 15, 2024, the company completed the acquisition of a 337-mile railway line from Cincinnati Southern Railway (CSR) for **$1.7 billion**[45](index=45&type=chunk) - The effective tax rate for Q1 2024 was **-76.7%**, compared to **21.3%** in Q1 2023, driven by low pre-tax income combined with a **$27 million** deferred tax benefit from a subsidiary restructuring[37](index=37&type=chunk) [Note 13. Commitments and Contingencies](index=15&type=section&id=Note%2013.%20Commitments%20and%20Contingencies) This note details significant contingencies, dominated by the Eastern Ohio Incident, including accrued liabilities, total expenses, insurance recoveries, a major class action settlement, and ongoing government investigations | Eastern Ohio Incident Financials | As of March 31, 2024 | | :--- | :--- | | Accrued Liabilities | $939 million | | Total Expenses Recognized (since inception) | $1.7 billion | | Insurance Recoveries Recognized (since inception) | $209 million | - On April 9, 2024, Norfolk Southern reached an agreement in principle to settle the Ohio Class Action lawsuit for **$600 million**, subject to court approval, aiming to resolve claims within a 20-mile radius of the derailment[60](index=60&type=chunk) - The company is under investigation by multiple government agencies, including the NTSB, which is expected to issue a final report in June 2024, and the FRA, which is conducting its own incident investigation[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk) - The company's liability insurance provides coverage for approximately **93%** of covered losses between **$75 million** and **$734 million** per occurrence, with **$108 million** of the total **$209 million** in insurance recoveries for the Eastern Ohio Incident recognized in Q1 2024[87](index=87&type=chunk)[89](index=89&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's analysis attributes the significant Q1 2024 GAAP decline to incident and restructuring costs; adjusted non-GAAP results also fell due to lower revenues and higher expenses, impacting financial condition and increasing leverage [Summarized Results of Operations](index=23&type=section&id=Summarized%20Results%20of%20Operations) Q1 2024 GAAP results showed significant declines in income and net income; adjusted non-GAAP figures, excluding incident and restructuring costs, revealed a 25% decrease in diluted EPS to $2.49 | Metric | Q1 2024 (GAAP) | Q1 2023 (GAAP) | % Change | | :--- | :--- | :--- | :--- | | Railway operating revenues | $3,004 M | $3,132 M | (4%) | | Income from railway operations | $213 M | $711 M | (70%) | | Net income | $53 M | $466 M | (89%) | | Diluted earnings per share | $0.23 | $2.04 | (89%) | | Railway operating ratio | 92.9% | 77.3% | 20% | | Metric | Q1 2024 (Adjusted) | Q1 2023 (Adjusted) | % Change | | :--- | :--- | :--- | :--- | | Income from railway operations | $904 M | $1,098 M | (18%) | | Net income | $565 M | $759 M | (26%) | | Diluted earnings per share | $2.49 | $3.32 | (25%) | | Railway operating ratio | 69.9% | 64.9% | 8% | [Detailed Results of Operations](index=26&type=section&id=Detailed%20Results%20of%20Operations) Total railway operating revenues decreased 4% to $3.0 billion due to lower revenue per unit; operating expenses rose 15% GAAP, primarily from Eastern Ohio incident and restructuring charges, with underlying increases in compensation and purchased services | Revenue Change Drivers | Merchandise | Intermodal | Coal | | :--- | :--- | :--- | :--- | | Volume | ($6 M) | $64 M | ($17 M) | | Fuel surcharge revenue | ($61 M) | ($41 M) | ($13 M) | | Rate, mix and other | $52 M | ($92 M) | ($14 M) | | **Total Change** | **($15 M)** | **($69 M)** | **($44 M)** | - Intermodal revenue fell **8%** despite an **8%** volume increase, driven by a **15%** drop in revenue per unit, with international volume surging **21%** while domestic volume remained flat[106](index=106&type=chunk)[116](index=116&type=chunk) - Coal revenue dropped **10%** due to a **4%** volume decline and **6%** lower revenue per unit, primarily driven by a **15%** decrease in utility coal tonnage caused by customer outages, high stockpiles, and low natural gas prices[106](index=106&type=chunk)[118](index=118&type=chunk) - Compensation and benefits expense increased **7%** to **$736 million**, driven by a higher average headcount (up **1,100 employees**), increased pay rates, and higher employee activity levels[119](index=119&type=chunk)[120](index=120&type=chunk)[123](index=123&type=chunk) [Financial Condition and Liquidity](index=31&type=section&id=FINANCIAL%20CONDITION%20AND%20LIQUIDITY) Q1 2024 liquidity saw cash from operations decrease to $839 million, with $1.8 billion used in investing activities primarily for the $1.7 billion Cincinnati Southern Railway acquisition, leading to no stock repurchases and an increased debt-to-total capitalization ratio - Cash provided by operating activities decreased from **$1.2 billion** in Q1 2023 to **$839 million** in Q1 2024, reflecting lower operating results[129](index=129&type=chunk) - Cash used in investing activities increased significantly to **$1.8 billion**, primarily due to the acquisition of assets from the Cincinnati Southern Railway (CSR)[130](index=130&type=chunk) - The company did not repurchase any Common Stock in Q1 2024, compared to **$163 million** in repurchases in Q1 2023[131](index=131&type=chunk) - The debt-to-total capitalization ratio was **58.4%** at March 31, 2024, up from **57.3%** at December 31, 2023[136](index=136&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that the required information regarding market risk is included within the "Financial Condition and Liquidity" subsection of Management's Discussion and Analysis (Item 2) - Information regarding quantitative and qualitative disclosures about market risk is provided in Part I, Item 2, under the heading "Financial Condition and Liquidity"[145](index=145&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Based on an evaluation conducted by the Chief Executive Officer and Chief Financial Officer, the company concluded that its disclosure controls and procedures were effective as of March 31, 2024 - The CEO and CFO concluded that as of March 31, 2024, the company's disclosure controls and procedures were effective[145](index=145&type=chunk) - No changes were identified in the first quarter of 2024 that have materially affected or are reasonably likely to materially affect the company's internal control over financial reporting[146](index=146&type=chunk) Part II. Other Information [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) This section directs readers to Note 13, "Commitments and Contingencies," in the Notes to Consolidated Financial Statements for detailed information on the company's legal proceedings - For information on legal proceedings, refer to Note 13 "Commitments and Contingencies" in the Notes to Consolidated Financial Statements[149](index=149&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) The company states that the risk factors outlined in its 2023 Form 10-K remain unchanged and are incorporated by reference into this quarterly report - The risks disclosed in the company's 2023 Form 10-K have not changed and are incorporated by reference[150](index=150&type=chunk) [Issuer Purchases of Equity Securities](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) During the first quarter of 2024, Norfolk Southern did not repurchase any shares of its common stock under its publicly announced repurchase program - The company did not repurchase any shares of Common Stock under its stock repurchase program in the first three months of 2024[40](index=40&type=chunk) - As of March 31, 2024, **$6.9 billion** remains authorized for repurchase under the **$10.0 billion** program authorized in March 2022[152](index=152&type=chunk) [Other Information](index=34&type=section&id=Item%205.%20Other%20Information) The company reported that none of its directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the first quarter of 2024 - No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or other non-Rule 10b5-1 trading arrangement during the quarter[155](index=155&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including various agreements, officer certifications (CEO and CFO), and financial data formatted in Inline XBRL - Exhibits filed include an offer letter for the new COO, a retention agreement, an amended management incentive plan, and required CEO/CFO certifications[158](index=158&type=chunk)

Norfolk Southern Corporation’s (NSC) first-quarter 2024 earnings of $2.49 per share fell short of the Zacks Consensus Estimate of $2.58 and declined 25% year over year. Results were hurt by high costs.Railway operating revenues were $3,004 million in the quarter under review, lagging the Zacks Consensus Estimate of $3,030.2 million. The top line decreased 4% year over year, with all key segments, including Merchandise, Intermodal and Coal, registering deterioration in revenues.Overall volumes increased 4%. ...

Financial Data and Key Metrics Changes - The company reported a 4% decrease in revenue year-over-year, primarily due to lower fuel surcharge and headwinds in intermodal [58][89] - Operating expenses increased by 3% from inflation and an increased workforce, impacting net income and EPS [58][60] - The operating income was adversely impacted by $592 million due to cleanup costs and insurance recoveries related to the East Palestine derailment [56][58] Business Line Data and Key Metrics Changes - Merchandise volume remained flat year-over-year, while revenue decreased by 1% due to lower fuel surcharge revenue [61] - Coal volumes declined by 4%, with weakness in the utility market partially offset by strong export performance [62] - Intermodal revenue, excluding fuel and storage fees, increased as higher volumes offset adverse mix, with international shipments driving growth [64][90] Market Data and Key Metrics Changes - The macroeconomic landscape presents uncertainty regarding inflation and Fed rate actions, but the company is positioned to capitalize on growth opportunities [65] - Intermodal volumes are expected to increase due to robust international trade, although domestic premium business volumes are anticipated to fall [66] - Coal shipments are challenged by high stockpiles and low natural gas prices, with export shipments affected by the Baltimore port shutdown [95] Company Strategy and Development Direction - The company aims to close the profitability gap with peers and achieve a sub-60% operating ratio in the next three to four years through disciplined operational excellence [47][69] - A balanced approach is being taken to improve service productivity while ensuring safety and long-term shareholder value [10][72] - The strategy includes optimizing terminal operations and reducing costs without disrupting customer service [15][70] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving targets through disciplined operations and improved service levels, emphasizing the importance of asset management and operational efficiency [6][20] - The COO highlighted the need for continuous improvement and accountability within the organization to drive performance [128][99] - Management acknowledged the challenges faced but remains optimistic about the company's ability to deliver impressive results through proper execution [68][100] Other Important Information - The company has established a network optimization team to address underperformance and improve productivity across terminals [70] - A significant focus is placed on safety, with a system safety blitz initiated to reinforce safety commitments [96] - The company is committed to engaging with customers and stakeholders to ensure alignment with its transformation strategy [30][29] Q&A Session Summary Question: How does the company plan to manage the changes without customer disruption? - Management stated that the implementation of PSR is being done responsibly and sustainably, focusing on improving service without significant customer disruption [9][10] Question: What is the customer response to the changes underway? - Customers have expressed encouragement regarding service improvements and are beginning to unwind alternatives as they see the value in Norfolk Southern's service [25][26] Question: What are the implications of reducing locomotives on headcount? - The company anticipates a total headcount reduction of around 2% by year-end, with a focus on improving productivity and efficiency [34][35] Question: How does the company view the risks associated with aggressive operational changes? - Management emphasized that the strategy remains focused on balancing service productivity and growth while ensuring safety, with a commitment to operational discipline [114][115] Question: What are the expectations for intermodal and merchandise growth? - The company expects intermodal to grow due to strong demand, while merchandise may recover as service challenges are addressed and network efficiency improves [119][124]

For the quarter ended March 2024, Norfolk Southern (NSC) reported revenue of $3 billion, down 4.1% over the same period last year. EPS came in at $2.49, compared to $3.32 in the year-ago quarter.The reported revenue compares to the Zacks Consensus Estimate of $3.03 billion, representing a surprise of -0.87%. The company delivered an EPS surprise of -3.49%, with the consensus EPS estimate being $2.58.While investors closely watch year-over-year changes in headline numbers -- revenue and earnings -- and how t ...

In addition to disclosing financial results in accordance with U.S. GAAP, the accompanying presentation contains non-GAAP financial measures. These non-GAAP measures should be viewed as a supplement to and not a substitute for our U.S. GAAP measures, and the financial results calculated in accordance with U.S. GAAP and reconciliations from these results should be carefully evaluated. Reconciliations to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP can ...

EXHIBIT 99.3 See accompanying notes to consolidated financial statements. 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 ex ...

ATLANTA, April 24, 2024 /PRNewswire/ -- 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 SouthernSince 1827, No ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2023 ☐ 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 j ...