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(Exact name of registrant as specified in its charter)
iVirginia
i52-1188014
(State
or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
iThree Commercial Place
i23510-2191
iNorfolk,
iVirginia
(Address
of principal executive offices)
(Zip Code)
i(757)
i629-2680
(Registrant’s telephone number, including area code)
No Change
(Former
name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
iNorfolk
Southern Corporation Common Stock (Par Value $1.00)
iNSC
iNew York Stock Exchange
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. iYes☒No☐
Indicate by check mark whether the
registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). iYes☒No☐
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
iLarge accelerated filer☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company i☐Emerging
growth company i☐
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. ☐
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i☐No☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all adjustments (consisting of normal
recurring accruals) necessary to present fairly Norfolk Southern Corporation (Norfolk Southern) and subsidiaries’ (collectively, NS, we, us, and our) financial position at March 31, 2021, and December 31, 2020, our results of operations, comprehensive income and changes in stockholders’ equity for the first quarters of 2021 and 2020, and our cash flows for the first three months of 2021 and 2020 in conformity with U.S. generally accepted accounting principles (GAAP).
These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our latest Annual Report on Form 10-K.
1.
iRailway Operating Revenues
i
The following table disaggregates our revenues by major commodity group:
First
Quarter
2021
2020
($ in millions)
Merchandise:
Agriculture, forest and consumer products
$
i539
$
i551
Chemicals
i459
i520
Metals
and construction
i370
i367
Automotive
i240
i234
Merchandise
i1,608
i1,672
Intermodal
i719
i655
Coal
i312
i298
Total
$
i2,639
$
i2,625
/
We
recognize the amount of revenues to which we expect to be entitled for the transfer of promised goods or services to customers. A performance obligation is created when a customer under a transportation contract or public tariff submits a bill of lading to us for the transport of goods. These performance obligations are satisfied as the shipments move from origin to destination. As such, transportation revenues are recognized proportionally as a shipment moves, and related expenses are recognized as incurred. These performance obligations are generally short-term in nature with transit days averaging approximately one week or less for each commodity group. The customer has an unconditional obligation to pay for the service once the service has been completed. Estimated revenues associated with in-process shipments at period-end are recorded based on the estimated percentage
of service completed. We had no material remaining performance obligations at March 31, 2021 and December 31, 2020.
We may provide customers ancillary services, such as switching, demurrage and other incidental activities, under their transportation contracts. These are distinct performance obligations that are recognized at a point in time when the services are performed or as contractual obligations are met. These revenues are included within each of the commodity groups and represent approximately i6%
and i5% of total “Railway operating revenues” on the Consolidated Statements of Income for the first quarters ended March 31, 2021 and March 31, 2020, respectively.
Revenues related to interline transportation services that involve another railroad are reported on a net basis. Therefore, the portion of the amount that relates to another party is not reflected in revenues.
8
Under
the typical terms of our freight contracts, payment for services is due within ififteen days of billing the customer, thus there are no significant financing components. i“Accounts
receivable – net” on the Consolidated Balance Sheets includes both customer and non-customer receivables as follows:
Non-customer
receivables include non-revenue-related amounts due from other railroads, governmental entities, and others. “Other assets” on the Consolidated Balance Sheets includes non-current customer receivables of $ii23/ million at
both March 31, 2021 and December 31, 2020. We do iiiino///t
have any material contract assets or liabilities at March 31, 2021 and December 31, 2020.
2. iStock-Based Compensation
i
First
Quarter
2021
2020
($ in millions)
Stock-based compensation expense
$
i16
$
i2
Total
tax benefit
i17
i26
/
i
During
the first quarter of 2021, we granted stock options, restricted stock units (RSUs) and performance share units (PSUs) pursuant to the Long-Term Incentive Plan (LTIP), as follows:
First Quarter
Granted
Weighted-Average
Grant-Date Fair Value
Stock options
i42,770
$
i62.49
RSUs
i174,115
i238.03
PSUs
i49,940
i240.61
/
9
Stock
Options
i
First
Quarter
2021
2020
($ in millions)
Options exercised
i212,546
i523,238
Cash
received upon exercise
$
i19
$
i43
Related
tax benefit realized
i7
i13
/
Restricted
Stock Units
RSUs granted primarily have a ifour-year ratable restriction period and will be settled through the issuance of shares of Norfolk Southern common stock (Common Stock). Certain RSU grants include cash dividend equivalent payments during the restriction period in an amount equal to the regular quarterly dividends paid on Common Stock.
i
First
Quarter
2021
2020
($ in millions)
RSUs vested
i257,397
i202,299
Common
Stock issued net of tax withholding
i182,289
i143,712
Related
tax benefit realized
$
i7
$
i5
/
Performance
Share Units
PSUs provide for awards based on the achievement of certain predetermined corporate performance goals at the end of a ithree-year cycle and are settled through the issuance of shares of Common Stock. All PSUs will earn out based on the achievement of performance conditions and some will also earn out based on a market condition. The market condition fair value was measured on the date of grant using a Monte Carlo simulation model.
i
First
Quarter
2021
2020
($ in millions)
PSUs earned
i78,727
i235,935
Common
Stock issued net of tax withholding
i49,967
i156,450
Related
tax benefit realized
$
i1
$
i7
/
3.
iLoss on Asset Disposal
In 2020, we sold i703
locomotives deemed excess and no longer needed for railroad operations. We evaluated these locomotive retirements and concluded they were abnormal. Accordingly, we recorded a $i385 million loss to adjust their carrying amount to their estimated fair value, which resulted in a $i97
million tax benefit.
10
4. iEarnings Per Share
i
The
following table sets forth the calculation of basic and diluted earnings per share:
Basic
Diluted
First Quarter
2021
2020
2021
2020
($
in millions, except per share amounts, shares in millions)
Net income
$
i673
$
i381
$
i673
$
i381
Dividend
equivalent payments
(i1)
(i1)
i—
(i1)
Income
available to common stockholders
$
i672
$
i380
$
i673
$
i380
Weighted-average
shares outstanding
i251.4
i257.3
i251.4
i257.3
Dilutive
effect of outstanding options and share-settled awards
i1.2
i1.4
Adjusted
weighted-average shares outstanding
i252.6
i258.7
Earnings
per share
$
i2.67
$
i1.48
$
i2.66
$
i1.47
/
During
the first quarters of 2021 and 2020, dividend equivalent payments were made to holders of stock options and RSUs. For purposes of computing basic earnings per share, dividend equivalent payments made to holders of stock options and RSUs were deducted from net income to determine income available to common stockholders. For purposes of computing diluted earnings per share, we evaluate on a grant-by-grant basis those stock options and RSUs receiving dividend equivalent payments under the two-class and treasury stock methods to determine which method is more dilutive for each grant. For those grants for which the two-class method was more dilutive, net income was reduced by dividend equivalent payments to determine income available to common stockholders. There are iino/
options excluded from the dilution calculations due to exercise prices exceeding the average market price of Common Stock for the first quarters ended March 31, 2021 and 2020.
11
5. iAccumulated
Other Comprehensive Loss
i
The changes in the cumulative balances of “Accumulated other comprehensive loss” reported in the Consolidated Balance Sheets consisted of the following:
Other
comprehensive income (loss) of equity investees
(i70)
i5
i—
(i65)
Accumulated
other comprehensive loss
$
(i491)
$
i5
$
i5
$
(i481)
/
6.
iStock Repurchase Program
We repurchased and retired i2.3 million and i2.6
million shares of Common Stock under our stock repurchase program during the first three months of 2021 and 2020, respectively, at a cost of $i591 million and $i466
million, respectively.
7. iInvestments
Investment in Conrail
Through a limited liability company, we and CSX Corporation (CSX) jointly own Conrail Inc. (Conrail), whose primary subsidiary is Consolidated Rail Corporation (CRC). We have a i58%
economic and i50% voting interest in the jointly-owned entity, and CSX has the remainder of the economic and voting interests. Our investment in Conrail was $i1.5 billion and $i1.4
billion at March 31, 2021 and December 31, 2020, respectively.
CRC owns and operates certain properties (the Shared Assets Areas) for the joint and exclusive benefit of Norfolk Southern Railway Company (NSR) and CSX Transportation, Inc. (CSXT). The costs of operating the Shared Assets Areas are borne by NSR and CSXT based on usage. In addition, NSR and CSXT pay CRC a fee for access to the Shared Assets Areas. “Purchased services and rents” and “Fuel” include expenses payable to CRC for operation of the Shared Assets Areas totaling $i34
million and $i35 million for the first quarters of 2021 and 2020, respectively. Our equity in Conrail’s earnings, net of amortization, was $i14
million and $i9 million for the first quarters of 2021 and 2020, respectively. These amounts offset the costs of operating the Shared Assets Areas and are included in “Purchased services and rents.”
“Other liabilities” includes $ii534/
million at both March 31, 2021, and December 31, 2020 for long-term advances from Conrail, maturing in 2050 that bear interest at an average rate of ii1.31/%.
12
Investment
in TTX
We and ieight other North American railroads collectively own TTX Company (TTX), a railcar pooling company that provides its owner-railroads with standardized fleets of intermodal, automotive, and general use railcars at stated rates. We have a i19.65%
ownership interest in TTX.
Expenses incurred for use of TTX equipment are included in “Purchased services and rents.” This amounted to $i63 million and $i60
million for the first quarters of 2021 and 2020, respectively. Our equity in TTX’s earnings offsets these costs and totaled $i17 million and $i4
million for the first quarters of 2021 and 2020, respectively.
8. iDebt
We have in place an accounts receivable securitization program with a maximum borrowing capacity of $i400
million and a term that expires in May 2021. We had no amounts outstanding under this program and our available borrowing capacity was $ii400/
million at both March 31, 2021, and December 31, 2020.
9. iPensions and Other Postretirement Benefits
We have both funded and unfunded defined benefit pension plans covering
eligible employees. We also provide specified health care benefits to eligible retired employees; these plans can be amended or terminated at our option. Under our self-insured retiree health care plan, for those participants who are not Medicare-eligible, certain health care expenses are covered for retired employees and their dependents, reduced by any deductibles, coinsurance, and, in some cases, coverage provided under other group insurance policies. Eligible retired participants and their spouses who are Medicare-eligible are not covered under the self-insured retiree health care plan, but instead are provided with an employer-funded health reimbursement account which can be used for reimbursement of health insurance premiums or eligible out-of-pocket medical expenses.
i
Pension
and postretirement benefit cost components were as follows:
Other
Postretirement
Pension Benefits
Benefits
First Quarter
2021
2020
2021
2020
($ in millions)
Service
cost
$
i11
$
i10
$
i2
$
i1
Interest
cost
i13
i19
i2
i3
Expected
return on plan assets
(i48)
(i48)
(i3)
(i3)
Amortization
of net losses
i17
i13
i—
i—
Amortization
of prior service benefit
i—
i—
(i6)
(i6)
Net
benefit
$
(i7)
$
(i6)
$
(i5)
$
(i5)
/
The
service cost component of defined benefit pension cost and postretirement benefit cost are reported within “Compensation and benefits” and all other components of net benefit cost are presented in “Other income – net” on the Consolidated Statements of Income.
13
10. iFair
Values of Financial Instruments
The fair values of “Cash and cash equivalents,”“Accounts receivable – net,” and “Accounts payable,” approximate carrying values because of the short maturity of these financial instruments. The carrying value of corporate-owned life insurance is recorded at cash surrender value and, accordingly, approximates fair value. There are no other assets or liabilities measured at fair value on a recurring basis at March 31, 2021 or December 31, 2020. iThe
carrying amounts and estimated fair values, based on Level 1 inputs, of long-term debt consist of the following:
We and/or certain subsidiaries are defendants in numerous lawsuits and other claims relating principally to railroad operations. When we conclude that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, it is accrued through
a charge to earnings and, if material, disclosed below. While the ultimate amount of liability incurred in any of these lawsuits and claims is dependent on future developments, in our opinion, the recorded liability is adequate to cover the future payment of such liability and claims. However, the final outcome of any of these lawsuits and claims cannot be predicted with certainty, and unfavorable or unexpected outcomes could result in additional accruals that could be significant to results of operations in a particular year or quarter. Any adjustments to the recorded liability will be reflected in earnings in the periods in which such adjustments become known. For lawsuits and other claims where a loss may be reasonably possible, but not probable, or is probable but not reasonably estimable, no accrual is established but the matter, if potentially material, is disclosed below. We routinely review relevant information with respect to our lawsuits and other claims
and update our accruals, disclosures and estimates of reasonably possible losses based on such reviews.
In 2007, various antitrust class actions filed against us and other Class I railroads in various Federal district courts regarding fuel surcharges were consolidated in the District of Columbia by the Judicial Panel on Multidistrict Litigation. In 2012, the court certified the case as a class action. The defendant railroads appealed this certification, and the Court of Appeals for the District of Columbia vacated the District Court’s decision and remanded the case for further consideration. On October 10, 2017, the District Court denied class certification. The decision was upheld by the Court of Appeals on August 16, 2019. Since that decision, various individual cases have been filed in multiple jurisdictions
and also consolidated in the District of Columbia. We believe the allegations in the complaints are without merit and intend to vigorously defend the cases. We do not believe the outcome of these proceedings will have a material effect on our financial position, results of operations, or liquidity.
In 2018, a lawsuit was filed against one of our subsidiaries by the minority owner in a jointly-owned terminal railroad company in which our subsidiary has the majority ownership. The lawsuit alleged violations of various state laws and federal antitrust laws. It is reasonably possible that we could incur a loss in the case; however, we intend to vigorously defend the case and believe that we will prevail. The potential range of loss cannot be estimated at this time.
Casualty
Claims
Casualty claims include employee personal injury and occupational claims as well as third-party claims, all exclusive of legal costs. To aid in valuing our personal injury liability and determining the amount to accrue with respect to such claims during the year, we utilize studies prepared by an independent consulting actuarial firm. Job-
14
related personal injury and occupational claims are subject to the Federal Employer’s Liability Act (FELA), which is applicable only to railroads. FELA’s fault-based tort system produces results that are unpredictable and inconsistent as compared with a no-fault workers’ compensation system. The variability inherent in this system
could result in actual costs being different from the liability recorded. While the ultimate amount of claims incurred is dependent on future developments, in our opinion, the recorded liability is adequate to cover the future payments of claims and is supported by the most recent actuarial study. In all cases, we record a liability when the expected loss for the claim is both probable and reasonably estimable.
Employee personal injury claims – The largest component of claims expense is employee personal injury costs. The independent actuarial firm we engage provides quarterly studies to aid in valuing our employee personal injury liability and estimating personal injury expense. The actuarial firm studies our historical patterns of reserving for claims and subsequent settlements, taking into account relevant outside influences. The actuarial firm uses the results of these analyses
to estimate the ultimate amount of liability. We adjust the liability quarterly based upon our assessment and the results of the study. The accuracy of our estimate of the liability is subject to inherent limitation given the difficulty of predicting future events such as jury decisions, court interpretations, or legislative changes. As a result, actual claim settlements may vary from the estimated liability recorded.
Occupational claims – Occupational claims include injuries and illnesses alleged to be caused by exposures which occur over time as opposed to injuries or illnesses caused by a specific accident or event. Types of occupational claims commonly seen allege exposure to asbestos and other claimed toxic substances resulting in respiratory diseases or cancer. Many such claims are being asserted by former or retired employees, some of whom have not been employed in the
rail industry for decades. The independent actuarial firm provides an estimate of the occupational claims liability based upon our history of claim filings, severity, payments, and other pertinent facts. The liability is dependent upon judgments we make as to the specific case reserves as well as judgments of the actuarial firm in the quarterly studies. The actuarial firm’s estimate of ultimate loss includes a provision for those claims that have been incurred but not reported. This provision is derived by analyzing industry data and projecting our experience. We adjust the liability quarterly based upon our assessment and the results of the study. However, it is possible that the recorded liability may not be adequate to cover the future payment of claims. Adjustments to the recorded liability are reflected in operating expenses in the periods in which such adjustments become known.
Third-party claims
– We record a liability for third-party claims including those for highway crossing accidents, trespasser and other injuries, property damage, and lading damage. The actuarial firm assists us with the calculation of potential liability for third-party claims, except lading damage, based upon our experience including the number and timing of incidents, amount of payments, settlement rates, number of open claims, and legal defenses. We adjust the liability quarterly based upon our assessment and the results of the study. Given the inherent uncertainty in regard to the ultimate outcome of third-party claims, it is possible that the actual loss may differ from the estimated liability recorded.
Environmental Matters
We are subject to various jurisdictions’ environmental laws and regulations. We record a liability where such liability or
loss is probable and reasonably estimable. Environmental specialists regularly participate in ongoing evaluations of all known sites and in determining any necessary adjustments to liability estimates.
Our Consolidated Balance Sheets include liabilities for environmental exposures of $i51 million at March 31, 2021, and $i54
million at December 31, 2020, of which $ii15/
million is classified as a current liability at the end of both periods. At both March 31, 2021 and December 31, 2020, the liability represents our estimates of the probable cleanup, investigation, and remediation costs based on available information at i100 known locations and projects. At March 31, 2021, iseventeen
sites accounted for $i38 million of the liability, and no individual site was considered to be material. We anticipate that most of this liability will be paid out over ifive
years; however, some costs will be paid out over a longer period.
15
At ieleven locations, one or more of our subsidiaries in conjunction with a number
of other parties have been identified as potentially responsible parties under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or comparable state statutes that impose joint and several liability for cleanup costs. We calculate our estimated liability for these sites based on facts and legal defenses applicable to each site and not solely on the basis of the potential for joint liability.
With respect to known environmental sites (whether identified by us or by the Environmental Protection Agency or comparable state authorities), estimates of our ultimate potential financial exposure for a given site or in the aggregate for all such sites can change over time because of the widely varying costs of currently available cleanup techniques, unpredictable contaminant recovery and reduction rates associated with available cleanup technologies, the likely development of new cleanup
technologies, the difficulty of determining in advance the nature and full extent of contamination and each potential participant’s share of any estimated loss (and that participant’s ability to bear it), and evolving statutory and regulatory standards governing liability.
The risk of incurring environmental liability for acts and omissions, past, present, and future, is inherent in the railroad business. Some of the commodities we transport, particularly those classified as hazardous materials, pose special risks that we work diligently to reduce. In addition, several of our subsidiaries own, or have owned, land used as operating property, or which is leased and operated by others, or held for sale. Because environmental problems that are latent or undisclosed may exist on these properties, there can be no assurance
that we will not incur environmental liabilities or costs with respect to one or more of them, the amount and materiality of which cannot be estimated reliably at this time. Moreover, lawsuits and claims involving these and potentially other unidentified environmental sites and matters are likely to arise from time to time. The resulting liabilities could have a significant effect on financial position, results of operations, or liquidity in a particular year or quarter.
Based on our assessment of the facts and circumstances now known, we believe we have recorded the probable and reasonably estimable costs for those environmental matters of which we are aware. Further, we believe that it is unlikely that any known matters, either individually or in the aggregate, will have a material adverse effect on our financial position, results of operations, or liquidity.
Insurance
We
purchase insurance covering legal liabilities for bodily injury and property damage to third parties. This insurance provides coverage above $i75 million and below $i800
million ($i1.1 billion for specific perils) per occurrence and/or policy year. In addition, we purchase insurance covering damage to property owned by us or in our care, custody, or control. This insurance covers approximately i85%
of potential losses above $i75 million and below $i275 million per occurrence and/or policy year.
12. iiNew
Accounting Pronouncements/
On January 1, 2021, we adopted Financial Accounting Standards Board Accounting Standards Update 2019-12, “Simplifying the Accounting for Income Taxes,” which adds new guidance to simplify the accounting for income taxes, changes the accounting for certain income tax transactions, and makes other minor changes. There was no material impact to the financial statements upon adoption.
16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes.
OVERVIEW
We are one of the nation’s premier transportation companies. Our Norfolk Southern Railway Company subsidiary operates approximately 19,300 route miles in 22 states and the District of Columbia, serves every
major container port in the eastern United States, and provides efficient connections to other rail carriers. We are a major transporter of industrial products, including agriculture, forest and consumer products, chemicals, and metals and construction materials. In addition, we operate the most extensive intermodal network in the East and are a principal carrier of coal, automobiles, and automotive parts.
Our first-quarter results reflect our sustained focus on margin improvement through initiatives to drive organizational and operational efficiencies and grow our revenue base. Although challenging winter conditions adversely impacted our network, we were able to reduce expenses while absorbing an increase in total volume. As a result, we achieved a record quarterly railway operating ratio (a measure of the amount of operating revenues consumed by operating expenses) of 61.5 percent and increased net
income and diluted earnings per share.
We continue to monitor the pace of the global economic recovery, particularly as it is influenced by the ongoing COVID-19 pandemic. The pandemic caused significant economic disruption during 2020 and continues to generate uncertainty, impacting the health and availability of our employees and customers’ demand for our services. We remain committed to protecting our employees and providing excellent transportation service products for our customers.
SUMMARIZED RESULTS OF OPERATIONS
($ in millions, except per share amounts)
First
Quarter
2021
2020
% change
Income from railway operations
$
1,015
$
568
79%
Net
income
$
673
$
381
77%
Diluted earnings per share
$
2.66
$
1.47
81%
Railway
operating ratio (percent)
61.5
78.4
(22%)
Our first-quarter 2021 financial results reflect significant increases in income from railway operations, net income and diluted earnings per share, as prior year results were adversely impacted by a $385 million loss on asset disposal related to locomotives sold or designated as held-for-sale. For more information on the impact of this charge, see Note 3. Notwithstanding the prior year loss on asset disposal, railway operating
expenses decreased as operational efficiency improvements resulted in reduced employment levels, lower materials costs, and improved fuel efficiency. Additionally, fuel prices were lower compared to 2020. Revenues were higher, a result of increased total volume that was partially offset by lower average revenue per unit as negative mix and lower fuel surcharge revenue more than offset pricing gains. Our railway operating ratio improved to 61.5 percent, a quarterly record.
The following tables adjust our first-quarter 2020 GAAP financial results to exclude the loss on asset disposal. The income tax effect of this non-GAAP adjustment was calculated based on the applicable tax rates to which the non-GAAP adjustment related. We use these non-GAAP financial measures internally and believe this information provides useful supplemental information to investors to facilitate making period-to-period comparisons
by excluding the 2020 charge. While we believe that these non-GAAP financial measures are useful in evaluating our
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business, this information should be considered as supplemental in nature and is not meant to be considered in isolation from, or as a substitute for, the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similar measures presented by other companies.
Non-GAAP
Reconciliation for the First Quarter 2020
Reported
Loss on Asset Disposal
Adjusted (non-GAAP)
($ in millions, except per share amounts)
Railway operating expenses
$
2,057
$
(385)
$
1,672
Income
from railway operations
$
568
$
385
$
953
Income before income taxes
$
436
$
385
$
821
Income taxes
$
55
$
97
$
152
Net
income
$
381
$
288
$
669
Diluted earnings per share
$
1.47
$
1.11
$
2.58
Railway operating ratio (percent)
78.4
(14.7)
63.7
In
the table below, references and comparisons to first-quarter 2020 results use the adjusted, non-GAAP results from the reconciliation in the table above.
First Quarter
2021
Adjusted 2020 (non-GAAP)
2021 vs. Adjusted
2020 (non-GAAP)
($ in millions, except per share amounts)
% change
Railway operating expenses
$
1,624
$
1,672
(3%)
Income from railway operations
$
1,015
$
953
7%
Income
before income taxes
$
866
$
821
5%
Income taxes
$
193
$
152
27%
Net income
$
673
$
669
1%
Diluted
earnings per share
$
2.66
$
2.58
3%
Railway operating ratio (percent)
61.5
63.7
(3%)
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DETAILED
RESULTS OF OPERATIONS
Railway Operating Revenues
The following tables present a comparison of revenues ($ in millions), volumes (units in thousands), and average revenue per unit ($ per unit) by commodity group.
First
Quarter
Revenues
2021
2020
% change
Merchandise:
Agriculture,
forest and consumer products
$
539
$
551
(2%)
Chemicals
459
520
(12%)
Metals
and construction
370
367
1%
Automotive
240
234
3%
Merchandise
1,608
1,672
(4%)
Intermodal
719
655
10%
Coal
312
298
5%
Total
$
2,639
$
2,625
1%
Units
Merchandise:
Agriculture, forest and consumer products
178.3
181.5
(2%)
Chemicals
127.0
142.3
(11%)
Metals
and construction
155.0
154.9
—%
Automotive
93.7
90.4
4%
Merchandise
554.0
569.1
(3%)
Intermodal
1,016.4
955.1
6%
Coal
166.5
163.5
2%
Total
1,736.9
1,687.7
3%
Revenue
per Unit
Merchandise:
Agriculture, forest and consumer products
$
3,026
$
3,036
—%
Chemicals
3,615
3,653
(1%)
Metals
and construction
2,386
2,370
1%
Automotive
2,557
2,593
(1%)
Merchandise
2,903
2,939
(1%)
Intermodal
708
685
3%
Coal
1,872
1,826
3%
Total
1,519
1,556
(2%)
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Railway
operating revenues increased $14 million compared with the same period last year. The table below reflects the components of the revenue change by major commodity group ($ in millions).
First Quarter
Increase
(Decrease)
Merchandise
Intermodal
Coal
Volume
$
(44)
$
42
$
6
Fuel
surcharge revenue
(25)
(6)
(3)
Rate, mix and other
5
28
11
Total
$
(64)
$
64
$
14
Approximately
90% of our revenue base is covered by contracts that include negotiated fuel surcharges. Revenues associated with these surcharges totaled $97 million and $131 million in 2021 and 2020, respectively. The decrease in fuel surcharge revenues is driven by lower fuel commodity prices.
Merchandise
Merchandise revenues decreased due to volume declines and lower average revenue per unit, a result of lower fuel surcharge revenue. Volumes fell as gains in automotive shipments were more than offset by declines in shipments of chemicals and agriculture, forest and consumer products.
Agriculture, forest and consumer products volume decreased due to the continued impact of COVID-19 on ethanol
demand and the food service industry. This was partially offset by gains in soybeans due to increased export opportunities and gains in pulpboard due to increased e-commerce demand.
Chemicals volume declined due to the continued impact from COVID-19 and ongoing challenges in the energy market. Volumes were further impacted by disruptions resulting from winter storms. This was partially offset by volume growth in the waste market due to increased business with new and existing customers.
Metals and construction volume was flat.
Automotive volume was higher due to increased retail demand and production of vehicles, partially offset by volume declines in vehicle parts due to plant shutdowns and disruptions associated with winter weather.
Merchandise
revenues for the remainder of the year are expected to be higher due to increased volumes and higher average revenue per unit.
Intermodal
Intermodal revenues increased, the result of volume growth and higher average revenue per unit driven by pricing gains and favorable mix.
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Intermodal units (in thousands) by market were as follows:
First
Quarter
2021
2020
% change
Domestic
639.0
598.3
7%
International
377.4
356.8
6%
Total
1,016.4
955.1
6%
Domestic
volume grew due to increased shipments originating from the West Coast and tightened truck capacity. International volume rose, the result of strong import demand.
Intermodal revenues for the remainder of the year are expected to rise, driven by volume growth and higher average revenue per unit due to increased fuel surcharge revenue.
Coal
Coal revenues increased due to higher average revenue per unit, inclusive of a $12 million settlement for tonnage commitment shortfalls, and volume increases.
Coal tonnage (in thousands) by market was as follows:
First
Quarter
2021
2020
% change
Utility
8,546
8,898
(4%)
Export
6,693
6,069
10%
Domestic
metallurgical
2,487
2,276
9%
Industrial
899
981
(8%)
Total
18,625
18,224
2%
Coal
tonnage rose driven by increased export and domestic metallurgical volumes from continued global economic recovery. This was partially offset by a decline in utility tonnage.
Coal revenues for the remainder of the year are expected to decline, a result of lower average revenue per unit and reduced utility volume.
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Railway Operating Expenses
Railway operating expenses summarized by major classifications follow ($ in millions):
First
Quarter
2021
2020
% change
Compensation and benefits
$
611
$
622
(2%)
Purchased
services and rents
393
403
(2%)
Fuel
177
189
(6%)
Depreciation
292
292
—%
Materials
and other
151
166
(9%)
Loss on asset disposal
—
385
(100%)
Total
$
1,624
$
2,057
(21%)
Compensation
and benefits expense decreased as follows:
•employment levels (down $51 million),
•health and welfare benefits for craft employees (down $9 million),
•overtime and recrews (up $7 million),
•increased pay rates (up $10 million),
•incentive and stock-based compensation (up $22 million), and
•other (up $10 million).
Average rail headcount for the quarter fell by approximately 2,500 compared with the first quarter of 2020.
Purchased
services and rents decreased as follows ($ in millions):
First Quarter
2021
2020
%
change
Purchased services
$
318
$
321
(1%)
Equipment
rents
75
82
(9%)
Total
$
393
$
403
(2%)
The
decrease in purchased services was due to lower operational and transportation expenses and higher earnings of equity affiliates, which were partially offset by increased technology and volume-related intermodal expenses. Equipment rents decreased due to higher equity in TTX earnings, partially offset by increased intermodal equipment expenses.
Fuel expense, which includes the cost of locomotive fuel as well as other fuel used in railway operations, decreased due to reduced consumption (down 4%) and lower locomotive fuel prices (down 4%).
22
Materials and other expenses decreased as follows ($ in millions):
First
Quarter
2021
2020
% change
Materials
$
61
$
72
(15%)
Claims
38
42
(10%)
Other
52
52
—%
Total
$
151
$
166
(9%)
Materials
expenses decreased due to lower maintenance requirements as a result of fewer locomotives and freight cars in service. Claims expenses decreased as a result of lower costs associated with personal injuries. Other expense remained unchanged as reduced travel expenses and higher income generated from operating properties was offset by lower gains from sales of operating property. Gains from operating property sales totaled $4 million and $11 million in 2021 and 2020, respectively.
Other income – net
Other income – net decreased $15 million driven primarily by lower returns on corporate-owned life insurance investments.
Income taxes
The first-quarter effective tax rate was 22.3% compared with 12.6% for the same
period last year. First quarter 2020 included a $19 million income tax reduction upon the resolution of our 2012 amended federal return and higher tax benefits on stock-based compensation than those in 2021.
FINANCIAL CONDITION AND LIQUIDITY
Cash provided by operating activities, our principal source of liquidity, was $1.0 billion for the first three months of 2021, compared with $955 million for the same period of 2020. We had working capital of $54 million and $158 million at March 31, 2021 and December 31, 2020, respectively. Cash and cash equivalents totaled $998 million at March 31,
2021.
Cash used in investing activities was $202 million for the first three months of 2021, compared with $233 million for the same period last year. The decrease was primarily driven by lower property additions and increased corporate-owned life insurance activity, partially offset by lower property sales.
Cash used in financing activities was $930 million for the first three months of 2021, compared with $694 million in the same period last year, reflecting higher repurchases of Common Stock and debt repayments. We repurchased $591 million of Common Stock in the first three months of 2021 compared to $466 million in the same period last year. The timing and volume of future share repurchases will be guided by our assessment of market conditions, cash flow and other pertinent factors. Any near-term purchases under the program are expected
to be made with internally-generated cash, cash on hand, or proceeds from borrowings.
Our debt-to-total capitalization ratio was 46.3% at March 31, 2021, and 46.2% at December 31, 2020. We have in place and available an $800 million credit agreement expiring in March 2025, which provides for borrowings at prevailing rates and includes covenants. We had no amounts outstanding under this facility at March 31, 2021 or December 31, 2020. We also have in place an accounts receivable securitization program with a maximum borrowing capacity of $400 million. The term expires in May 2021. We had no amounts outstanding under this program and our available borrowing capacity was $400 million at both March 31,
2021 and December 31, 2020.
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In addition, we have investments in general purpose corporate-owned life insurance policies and had the ability to borrow against these policies up to $720 million and $750 million at March 31, 2021 and December 31, 2020, respectively.
We expect cash on hand combined with cash provided by operating activities will be sufficient to meet our ongoing obligations. In addition, we believe our currently-available borrowing capacity, access to additional financing, and ability to reduce or defer expenditures
on property additions and decrease shareholder distributions, including share repurchases, provide additional flexibility to meet our ongoing obligations. Nonetheless, we are monitoring the ongoing impacts of the COVID-19 pandemic, which could lead to a decline of cash inflows from operations. There have been no material changes to the information on future contractual obligations contained in our Form 10-K for the year ended December 31, 2020.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates and assumptions may require judgment about matters that are inherently uncertain, and future events are likely to occur that may require us to make changes to these estimates and assumptions. Accordingly, we regularly review these estimates and assumptions based on historical experience, changes in the business environment, and other factors we believe to be reasonable under the circumstances. There have been no significant changes to the application of the critical accounting policies contained in our Form 10-K at December 31, 2020.
OTHER MATTERS
Labor
Agreements
Approximately 80% of our railroad employees are covered by collective bargaining agreements with various labor unions. Pursuant to the Railway Labor Act, these agreements remain in effect until new agreements are reached, or until the bargaining procedures mandated by the Railway Labor Act are completed. We largely bargain nationally in concert with other major railroads, represented by the National Carriers’ Conference Committee. Moratorium provisions in the labor agreements govern when the railroads and unions may propose changes to the agreements. The current round of bargaining commenced on November 1, 2019 with both management and the unions serving their formal proposals for changes to the collective bargaining agreements and direct negotiations are ongoing.
New Accounting
Pronouncements
For a detailed discussion of new accounting pronouncements, see Note 12.
Inflation
In preparing financial statements, GAAP requires the use of historical cost that disregards the effects of inflation on the replacement cost of property. As a capital-intensive company, we have most of our capital invested in long-lived assets. The replacement cost of these assets, as well as the related depreciation expense, would be substantially greater than the amounts reported on the basis of historical cost.
FORWARD-LOOKING STATEMENTS
Certain
statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations 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
24
or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “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, beliefs, 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 latest Form 10-K, as well as our subsequent filings with the Securities and Exchange Commission, 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.
Additional Information
Investors and others should note that we routinely use the Investor Relations and Sustainability sections of our website (www.norfolksouthern.com/content/nscorp/en/investor-relations.html & www.nscorp.com/content/nscorp/en/about-ns/sustainability.html)
to post presentations to investors and other important information, including information that may be deemed material to investors. Information about us, including information that may be deemed material, may also be announced by posts on our social media channels, including Twitter (www.twitter.com/nscorp) and LinkedIn (www.linkedin.com/company/norfolk-southern). We may also use our website and social media channels for the purpose of complying with our disclosure obligations under Regulation FD. As a result, we encourage investors, the media, and others interested in Norfolk Southern
to review the information posted on our website and social media channels. The information posted on our website and social media channels is not incorporated by reference in this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The information required by this item is included in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
under the heading “Financial Condition and Liquidity.”
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, with the assistance of management, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) at March 31, 2021. Based on such evaluation, our officers have concluded that, at March 31, 2021, our disclosure controls
and procedures were effective in alerting them on a timely basis to material information required to be included in our periodic filings under the Exchange Act.
Changes in Internal Control Over Financial Reporting
During the first quarter of 2021, we have not identified any changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
25
PART
II. OTHER INFORMATION
Item 1. Legal Proceedings
In 2007, various antitrust class actions filed against us and other Class I railroads in various Federal district courts regarding fuel surcharges were consolidated in the District of Columbia by the Judicial Panel on Multidistrict Litigation. In 2012, the court certified the case as a class action. The defendant railroads appealed this certification, and the Court of Appeals for the District of Columbia vacated the District Court’s decision and remanded the case for further consideration. On October 10, 2017, the District Court denied class certification. The decision was upheld by the Court of Appeals on August
16, 2019. Since that decision, various individual cases have been filed in multiple jurisdictions and also consolidated in the District of Columbia. We believe the allegations in the complaints are without merit and intend to vigorously defend the cases. We do not believe the outcome of these proceedings will have a material effect on our financial position, results of operations, or liquidity.
In 2018, a lawsuit was filed against one of our subsidiaries by the minority owner in a jointly-owned terminal railroad company in which our subsidiary has the majority ownership. The lawsuit alleged violations of various state laws and federal antitrust laws. It is reasonably possible that we could incur a loss in the case; however, we intend to vigorously defend the case and believe that we will prevail. The potential
range of loss cannot be estimated at this time.
Item 1A. Risk Factors
The risks set forth in “Risk Factors” included in our 2020 Form 10-K could have a material adverse effect on our financial position, results of operations, or liquidity in a particular year or quarter, and could cause those results to differ materially from those expressed or implied in our forward-looking statements. Those risks remain unchanged and are incorporated herein by reference.
Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds
Period
(a) Total Number of Shares (or Units) Purchased(1)
(a)
Total Number of Shares (or Units)
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2)
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be purchased under the Plans or Programs (2)
January 1-31, 2021
516,139
$
246.03
515,572
20,173,200
February
1-28, 2021
806,030
250.96
806,030
19,367,170
March 1-31, 2021
1,003,194
260.81
1,002,802
18,364,368
Total
2,325,363
2,324,404
(1)Of
this amount, 959 represent shares tendered by employees in connection with the exercise of options under the stockholder-approved Long-Term Incentive Plan.
(2)On September 26, 2017, our Board of Directors authorized the repurchase of up to an additional 50 million shares of Common Stock through December 31, 2022. As of March 31, 2021, 18.4 million shares remain authorized for repurchase.
The following financial information from Norfolk Southern Corporation’s Quarterly Report on Form 10-Q for the first quarter of 2021, formatted in Inline Extensible Business Reporting Language (iXBRL) includes (i) the Consolidated Statements of Income for the first quarter of 2021 and 2020; (ii) the Consolidated Statements of Comprehensive Income for the first quarter of 2021 and 2020; (iii) the Consolidated Balance Sheets at March 31, 2021 and December 31, 2020; (iv) the Consolidated Statements of Cash Flows for the first three months of 2021 and 2020; (v) the Consolidated Statements of Changes in Stockholders’ Equity for the first quarter of 2021
and 2020; and (vi) the Notes to Consolidated Financial Statements.
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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 thereunto duly authorized.