What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-04-24 compared with 2023-10-25 · 125 added, 155 removed, 132 unchanged (68% of the section changed)

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We are also a principal carrier of coal, automobiles, and automotive parts.

Income from railway operations, net income and diluted earnings per share declined in the third quarter compared to 2022 driven by a combination of lower revenues and additional expenses associated with our continued response efforts to the Incident.

Additionally, the decline in net income and diluted earnings per share reflects the absence of a $136 million deferred tax benefit resulting from the enactment of a change in a state corporate income tax rate in 2022.

During the third quarter, we recognized $163 million in additional expenses related to the Incident including ongoing environmental cleanup and remediation efforts, legal proceedings, and other Incident-related costs.

We continue to work with federal, state, and local officials to mitigate impacts from the Incident and to provide support to affected members of the community.

Please see Note 11 in the Notes to Consolidated Financial Statements for a detailed discussion of the Incident.

Railway operating revenues declined in the third quarter, a result of lower average revenue per unit and volume declines.

Decreases in fuel surcharge revenue and intermodal storage revenues drove the overall decline in average revenue per unit, while volume declines were driven by continued service challenges and a weaker demand environment.

Outside of the costs recognized from the Incident, our operating expenses declined as lower fuel expense and the impact of the absence of retroactive wage increases recorded in the third quarter of 2022 were mostly offset by broader expense increases driven by inflationary pressures, investments in operational resiliency, higher service-related costs, and increased headcount.

As we continue to make progress in response to the Incident and support the impacted community, we remain committed to our strategy — a balanced approach of delivering safe, reliable and resilient service, smart and sustainable growth, and continuous productivity improvement.

During 2024, we continued to deliver on our commitments to respond to the Eastern Ohio Incident (as defined further and described in Note 13 in the Notes to Consolidated Financial Statements) and make it right for the affected communities, including reaching a $600 million agreement in principle to resolve a consolidated class action lawsuit related to the Incident.

Expenses associated with the Incident, which include the impacts of the settlement as well as costs related to environmental matters and other legal proceedings, contributed to the deterioration of our first quarter 2024 results, including significant declines in income from railway operations, net income, and diluted earnings per share as compared to the same period last year.

We are also taking actions to improve productivity in our organization.

During the first quarter, we commenced a program to reduce management headcount and appointed a new chief operating officer to enhance our leadership team and help accelerate the execution of our strategy.

We are continuing to become a more productive, resilient, and efficient railroad to drive long-term value creation.

SUMMARIZED RESULTS OF OPERATIONS

Third Quarter First Nine Months

2023 2022 % change 2023 2022 % change

First Quarter

2024 2023 % change

($ in millions, except per share amounts)

Railway operating revenues $ 3,004 $ 3,132 (4%)

Railway operating expenses $ 2,791 $ 2,421 15%

Income from railway operations $ 213 $ 711 (70%)

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Railway operating ratio (percent) 92.9 77.3 20%

Results for the third quarter and first nine months of 2023 included $163 million and $966 million, respectively, of expenses included in income from railway operations arising from the Incident, which reduced net income by $123 million and $733 million, respectively, and diluted earnings per share by $0.55 and $3.22, respectively.

For more information see Note 11 in the Notes to Consolidated Financial Statements.

Third quarter and the first nine months income from railway operations, net income, and diluted earnings per share were further impacted by the factors set forth further below.

The following tables adjust our 2023 GAAP financial results for the third quarter and the first nine months to exclude the effects of 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.

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 2023 costs arising from the Incident.

The significant decline in income from railway operations includes $691 million of expenses that resulted from our Incident-related costs and restructuring and other charges, while net income and diluted earnings per share were further impacted by costs associated with shareholder advisory matters but also the benefit of a deferred income tax adjustment.

Our financial results also reflect lower railway operating revenues and higher railway operating expenses as discussed further below.

The following tables adjust our first quarter 2024 and 2023 GAAP financial results to exclude the effects of the Incident, restructuring and other charges, shareholder advisory costs, and a deferred income tax adjustment.

The income tax effects of these non-GAAP adjustments were calculated based on the applicable tax rates to which the

non-GAAP adjustments related.

While we believe that these non-GAAP financial measures are useful in evaluating our 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 Third Quarter

Reported 2023 (GAAP) Eastern Ohio Incident Adjusted 2023

Non-GAAP Reconciliation for First Quarter 2024

Reported 2024 (GAAP) Eastern Ohio Incident Restructuring and Other Charges Shareholder Advisory Costs Deferred Income Tax Adjustment Adjusted 2024

($ in millions, except per share amounts)

Income from railway operations $ 756 $ 163 $ 919

Net income $ 478 $ 123 $ 601

Diluted earnings per share $ 2.10 $ 0.55 $ 2.65

Railway operating ratio (percent) 74.6 (5.5) 69.1

In the table below, references to the results for the third quarter of 2023 and related comparisons use the adjusted, non-GAAP results from the reconciliation in the table above.

Third Quarter

Adjusted 2023

(non-GAAP) 2022 Adjusted 2023 (non-GAAP)

($ in millions, except per share amounts) % change

Railway operating expenses $ 2,791 $ (592) $ (99) $ — $ — $ 2,100

Income from railway operations $ 213 $ 592 $ 99 $ — $ — $ 904

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Railway operating ratio (percent) 92.9 (19.7) (3.3) — — 69.9

Non-GAAP Reconciliation for First Nine Months

Non-GAAP Reconciliation for First Quarter 2023

Reported 2023 (GAAP) Eastern Ohio Incident Adjusted 2023

($ in millions, except per share amounts)

Railway operating expenses $ 2,421 $ (387) $ 2,034

Income from railway operations $ 711 $ 387 $ 1,098

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Railway operating ratio (percent) 77.3 (12.4) 64.9

In the table below, references to the results for the first nine months of 2023 and related comparisons use the adjusted, non-GAAP results from the reconciliation in the table above.

First Nine Months

(non-GAAP) 2022 Adjusted 2023 (non-GAAP)

In the table below, references to the results for the first quarter of 2024 and 2023 and related comparisons use the adjusted, non-GAAP results from the reconciliations in the tables above.

First Quarter

Adjusted 2024

(non-GAAP) Adjusted 2023

(non-GAAP) Adjusted 2024

Adjusted 2023

($ in millions, except per share amounts) % change

Railway operating expenses $ 2,100 $ 2,034 3%

Income from railway operations $ 904 $ 1,098 (18%)

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Railway operating ratio (percent) 69.9 64.9 8%

On a non-GAAP basis excluding the impact of the Incident, income from railway operations decreased in both periods due to lower railway operating revenues.

Railway operating revenues declined in both periods due to decreased fuel surcharge revenue, lower volume, and decreased intermodal storage revenues, partially offset by increased pricing compared to the same period last year.

Railway operating expenses in both periods reflected lower fuel prices and the absence of retroactive wage increases recorded in the third quarter of 2022, the impacts of which were countered by inflationary pressures, investments in operational resiliency, higher service-related costs, and increased headcounts.

On an adjusted basis, our income from railway operations decreased due to lower railway operating revenues and higher adjusted railway operating expenses.

Railway operating revenues declined due to a decrease in average revenue per unit, driven by lower fuel surcharge revenue, adverse mix of traffic, lower intermodal storage revenues, and decreased pricing, partially offset by higher volumes.

Adverse mix was driven by outsized growth in international intermodal volumes combined with declines in coal volumes.

Higher adjusted railway operating expenses reflect inflationary pressures, increased headcounts, and volume-related costs, partially offset by lower fuel prices.

DETAILED RESULTS OF OPERATIONS

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The following tables present a comparison of revenues ($ in millions), units (in thousands), and average revenue per unit ($ per unit) by commodity group.

Third Quarter First Nine Months

Revenues 2023 2022 % change 2023 2022 % change

First Quarter

Revenues 2024 2023 % change

Agriculture, forest and consumer products $ 629 $ 653 (4%)

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Total 1,747 1,891 (8%)

Railway operating revenues decreased $372 million in the third quarter and $425 million for the first nine months compared with the same periods last year.

Railway operating revenues decreased $128 million compared with the same period last year.

The table below reflects the components of the revenue change by major commodity group ($ in millions).

Third Quarter First Nine Months

Merchandise Intermodal Coal Merchandise Intermodal Coal

First Quarter

Merchandise Intermodal Coal

Increase (Decrease)

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Approximately 95% of our revenue base is covered by contracts that include negotiated fuel surcharges.

Revenues associated with these surcharges totaled $247 million and $501 million in the third quarters of 2023 and 2022, respectively, and $909 million and $1.2 billion for the first nine months of 2023 and 2022, respectively.

Revenues associated with these surcharges totaled $260 million and $375 million in the first quarters of 2024 and 2023, respectively.

The decrease in fuel surcharge revenues is driven by lower fuel commodity prices.

For the remainder of 2023, we expect that revenue will decline compared to 2022 driven by declining intermodal storage revenues and lower fuel surcharge revenues.

Merchandise revenues decreased during the third quarter but increased during the first nine months.

The decrease during the third quarter was due to lower average revenue per unit, driven by decreased fuel surcharge revenue partially offset by increased pricing, and lower volume.

The increase during the first nine months was primarily due to higher average revenue per unit, driven by increased pricing though partially offset by lower fuel surcharge revenue, and higher volume.

Agriculture, forest and consumer products volume decreased during the third quarter but increased during the first nine months.

During the third quarter declines in corn, wood chips, soybeans, lumber and wood, graphic paper and sweeteners more than offset increases in ethanol and fertilizers.

Volume declines in corn were due to reduced production in the Midwest, while the decline in wood chips was due to a customer mill closing.

Reduced export opportunities led to lower soybean shipments and lumber and wood volume was low due to decreased demand.

Graphic paper and sweeteners volume declined as a result of lower market demand.

The increase during the first nine months was due to higher volume of ethanol, corn and fertilizers, partially offset by decreased volume of wood chips, graphic paper, sweeteners and soybeans.

Increased market demand for both the third quarter and the first nine months led to volume gains in ethanol and fertilizers, as well as increased corn demand for the first nine months.

Chemicals volume declined in both periods as reduced shipments of crude oil, organic chemicals, natural gas liquids, and plastics, more than the offset increases in solid waste.

In addition, sand volume decreased in the third quarter but increased for the first nine months due to higher demand in the first six months offset by producers shutting down operations during the third quarter.

Volume declines for crude oil were driven by soft demand in the energy markets.

Organic chemicals and natural gas liquids volume declined as a result of lower demand, while the decline in plastics was driven by high inventory levels which lowered the demand for shipments.

Volume gains in solid waste was due to growth with existing customers.

Metals and construction volume declined in both periods as reduced shipments of kaolin, construction materials and military equipment more than offset the volume gains in scrap metal and coil steel.

The volume declines in kaolin and military equipment were largely driven by lower demand, while the declines in construction materials were due to lower demand, extended cycle times and service challenges.

Scrap metal volume increased due to higher demand, while volume gains in coil steel was due to increased equipment available to handle demand.

Automotive volume was higher in both periods due to higher finished vehicle inventory levels available for rail transportation.

Intermodal revenues decreased in both periods, the result of lower average revenue per unit, driven by lower fuel surcharge revenue and storage service charges, and decreased volume.

For the remainder of 2024, we expect that revenue will be higher compared to 2023 driven by increased volume.

Merchandise revenues decreased due to lower average revenue per unit, driven by lower fuel surcharge revenue, partially offset by increased pricing.

Overall volume was nearly flat compared to the same period last year.

Agriculture, forest and consumer products volume decreased due to declines in corn, sweeteners, and fertilizers, partially offset by increases in wheat.

Decreased corn volume was the result of customer sourcing changes due to increased southeast corn production.

Volume decline in sweeteners was due to customer sourcing changes and an unfavorable crop season.

Volume in fertilizers was down due to reduced business opportunities.

Volume growth in wheat was largely due to growth with existing customers.

Chemicals volume decreased due to declines in crude oil and petroleum products.

Volume declines in crude oil are due to a market share shift, and volume declines in petroleum are related to the conclusion of a spot opportunity handled in the first quarter last year to support a customer during a refinery outage.

Metals and construction volume rose, driven by increased equipment availability for coil steel, and iron and steel.

Scrap metal growth was due to increased demand.

Automotive volume was flat due to steady demand and improved equipment cycle times, offset by quality holds at the manufacturers.

Intermodal revenues decreased, the result of lower average revenue per unit, driven by decreased pricing, lower fuel surcharge revenue, declines in storage service charges, and adverse mix, partially offset by higher volume.

Intermodal units (in thousands) by market were as follows:

Third Quarter First Nine Months

2023 2022 % change 2023 2022 % change

First Quarter

2024 2023 % change

Domestic 590.4 587.7 —%

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Total 988.8 916.8 8%

Domestic volume declined in both periods due to a decrease in freight demand as a result of reduced consumer consumption combined with high inventories.

International volume increased in both periods, driven by ocean carriers favoring inland point intermodal traffic, partially offset by a decrease in imports.

Coal revenues decreased in both periods due to a decline in volume.

Average revenue per unit increased in both periods, driven by a favorable traffic mix, partially offset by lower fuel surcharge revenue.

Domestic volume increased due to growth in existing customers.

International volume rose, driven by higher empty container volume, increased import and export demand, and ocean carriers favoring inland point intermodal traffic.

Coal revenues declined, the result of lower average revenue per unit driven by decreased pricing and fuel surcharge revenue, and lower volume.

Coal tonnage (in thousands) by market was as follows:

Third Quarter First Nine Months

2023 2022 % change 2023 2022 % change

First Quarter

2024 2023 % change

Utility 7,019 8,210 (15%)

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Total 18,747 19,436 (4%)

Coal tonnage declined in both periods due to decreases in utility, domestic metallurgical and industrial tonnage partially offset by increased export tonnage.

Utility tonnage decreased in both periods as a result of low natural gas prices and high stockpiles, while the first nine months were impacted by mild winter weather in the first quarter.

Domestic metallurgical tonnage decreased due to events at key origins impacting supply to specific receivers, in

addition to customer outages at high volume destinations impacting the ability to dump coal.

Industrial coal tonnage decreased due to reduced coal shipments related to sourcing changes.

Export tonnage was higher due to increased demand and coal supply.

Utility tonnage decreased as a result of unplanned customer outages, high stockpiles, low natural gas prices and a mild winter.

Domestic metallurgical tonnage decreased due to a decline in customer demand.

Export and industrial tonnage were both higher due to increased demand.

Railway Operating Expenses

Railway operating expenses summarized by major classifications follow ($ in millions):

Third Quarter First Nine Months

2023 2022 % change 2023 2022 % change

First Quarter

2024 2023 % change

Compensation and benefits $ 736 $ 690 7%

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Materials and other 215 212 1%

Restructuring and other charges 99 —

Eastern Ohio incident 592 387 53%

Total $ 2,791 $ 2,421 15%

Compensation and benefits expense decreased in the third quarter but increased in the first nine months as follows:

• pay rates (down $54 million for the quarter and up $49 million for the first nine months),

• incentive compensation (down $4 million for the quarter and $26 million for the first nine months),

• overtime (up $4 million for the quarter and $6 million of the first nine months),

• employee activity levels (up $35 million for the quarter and $101 million for the first nine months), and

• other (down $1 million for the quarter).

Pay rates in 2022 were impacted by additional accruals for retroactive wage increases and other benefits resulting from labor negotiations, which increased compensation and benefits by $85 million in third quarter 2022.

Average rail headcount for the quarter was up by 1,500 compared with the third quarter of 2022 primarily due to the hiring of additional train and engine employees.

Purchased services and rents increased in both periods as follows ($ in millions):

Third Quarter First Nine Months

2023 2022 % change 2023 2022 % change

Compensation and benefits expense increased as follows:

• employee activity levels (up $26 million),

• pay rates (up $24 million), and

• other (down $4 million).

Average rail headcount for the quarter was up by 1,100 compared with the first quarter of 2023 primarily due to the hiring of additional non-train and engine craft and nonagreement employees.

Purchased services and rents increased as follows ($ in millions):

First Quarter

2024 2023 % change

Purchased services $ 420 $ 399 5%

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Total $ 528 $ 496 6%

Purchased services rose in both periods due to increased operational and transportation expenses and higher technology-related expenses.

In addition, the first nine months were impacted by higher intermodal-related expenses.

Equipment rents increased in both periods due to higher freight car lease costs and increased intermodal equipment expenses.

Fuel expense, which includes the cost of locomotive fuel as well as other fuel used in railway operations, decreased in both periods primarily due to lower locomotive fuel prices (down 23% in the third quarter and 20% in the first nine months).

Locomotive fuel consumption was down 1% in the third quarter and flat for the first nine months.

Depreciation expense increased in both periods due to our higher asset base and the impact of the results of our periodic roadway study.

Materials and other expenses increased in both periods as follows ($ in millions):

Third Quarter First Nine Months

2023 2022 % change 2023 2022 % change

Purchased services primarily increased due to higher volume-related expenses, increased operational and transportation expenses, as well as higher technology-related costs.

Equipment rents increased due to higher short-term locomotive resource costs.

Fuel expense, which includes the cost of locomotive fuel as well as other fuel used in railway operations, decreased due to lower locomotive fuel prices (down 12%), partially offset by increased consumption (up 3%).

Depreciation expense increased due to a higher asset base.

Materials and other expenses increased as follows ($ in millions):

First Quarter

2024 2023 % change

Materials $ 98 $ 91 8%

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Total $ 215 $ 212 1%

Materials expense increased in both periods due to increased locomotive materials costs.

The first nine months were also impacted by higher freight car and engineering materials costs.

Claims expense decreased in the third quarter, but was flat for the first nine months of 2023.

Higher personal injury claims and other expenses were offset by a claims-related recovery.

Other expense increased in both periods due to the absence of a prior year favorable legal settlement, lower gains from operating property sales, and higher travel-related expenses.

In addition, increases in other expense categories were offset by higher rental income.

Gains from operating property sales, included in Other, totaled $8 million and $17 million for the third quarter in 2023 and 2022, respectively, and $30 million and $51 million in the first nine months of 2023 and 2022, respectively.

Materials expense increased due to higher locomotive and freight car materials costs.

Claims expense decreased as a result of lower costs associated with derailments.

Other expense increased due to lower gains from operating property sales, higher travel-related expenses, and increased non-income based taxes, partially offset by higher rental income.

We had no gains from operating property sales in 2024, as compared to $3 million in 2023, which are recorded in “Other expense.”

Restructuring and other charges

During the first quarter of 2024, we recorded $99 million in expense associated with our voluntary and involuntary separation programs that will reduce our management workforce, as well as costs associated with the appointment of our new chief operating officer.

Eastern Ohio incident

During the third quarter and the first nine months of 2023, we recorded $163 million and $966 million, respectively, for costs primarily associated with environmental matters and legal proceedings.

Amounts recorded in the third quarter and first nine months include the benefit of $25 million of expected recoveries under our insurance policies.

During the first quarter of 2024, we recorded $592 million for costs associated with the Incident, as compared to $387 million in the first quarter of 2023.

Costs incurred in the first quarter of 2024 include the impact of an agreement in principle to resolve a consolidated class action lawsuit related to the Incident and costs for environmental matters and other legal proceedings, which were partially offset by $108 million of expected recoveries under our insurance policies.

In the first quarter of 2023, we recorded $387 million for costs primarily associated with environmental matters and legal proceedings and did not record any estimates of recoveries under our insurance policies.

Our cash expenditures attributable to the Incident, net of insurance proceeds received, were $117 million and $55 million for the first three months of 2024 and 2023, respectively, which are presented in “Net cash provided by operating activities” on the Consolidated Statements of Cash Flows.

For further details regarding the Incident, see Note 13 in the Notes to Consolidated Financial Statements.

Other income (expense) – net

Other income increased $42 million in the third quarter and $174 million for the first nine months, as both periods reflect higher returns on corporate-owned life insurance (COLI) and higher interest income.

The effective tax rates for the third quarter and first nine months of 2023 were both 22.1%, compared with 12.4% and 19.8%, respectively, for the same periods last year.

Both periods in 2023 reflect higher returns on COLI, while the year-to-date rate also includes the benefit of certain business tax credits recognized in the first quarter.

The effective rates for both periods in 2022 include a $136 million benefit resulting from a state law change (see Note 3 in the Notes to the Consolidated Financial Statements).

Other income – net

Other income – net decreased $38 million reflecting costs associated with shareholder matters and lower returns on COLI, partially offset by higher interest income.

The effective tax rate for the first three months of 2024 was (76.7%), compared with 21.3% for the same period last year.

The negative effective rate for the first quarter of 2024 is driven by low pre-tax income coupled with a $27 million deferred income tax benefit recognized in the quarter, which is the result of a subsidiary restructuring that reduced our estimated deferred state income tax rate.

FINANCIAL CONDITION AND LIQUIDITY

Cash provided by operating activities, our principal source of liquidity, was $2.5 billion for the first nine months of 2023, compared with $3.4 billion for the same period of 2022.

The decrease reflects lower operating results, offset in part by changes in working capital.

We had working capital of $228 million at September 30, 2023 and negative working capital of $642 million at December 31, 2022.

Cash and cash equivalents totaled $1.5 billion at September 30, 2023.

Cash used in investing activities was $1.4 billion for the first nine months of 2023, compared with $1.1 billion for the same period last year.

The increase was primarily driven by higher property additions and lower proceeds from property sales.

For 2023, we expect property additions will be approximately $2.2 billion.

Cash used in financing activities was $62 million for the first nine months of 2023, compared with $2.0 billion for the same period last year.

The decrease reflects lower repurchases of Common Stock and increased proceeds from borrowings, partially offset by higher debt repayments.

We paid $503 million for the repurchase of Common Stock in the first nine months of 2023 compared to $2.3 billion in the same period last year.

Cash provided by operating activities, our principal source of liquidity, was $839 million for the first three months of 2024, compared with $1.2 billion for the same period of 2023.

The decrease reflects lower operating results.

We had negative working capital of $1.1 billion at March 31, 2024 and working capital of $639 million at December 31, 2023.

Cash and cash equivalents totaled $652 million at March 31, 2024.

Cash used in investing activities was $1.8 billion for the first three months of 2024, compared with $391 million for the same period last year.

The increase was driven by the acquisition of the assets of the CSR as well as increased property additions, partially offset by increased borrowings from our COLI policies.

Please see Note 9 in the Notes to Consolidated Financial Statements for a detailed discussion of the acquisition of the CSR assets.

Cash provided by financing activities was $89 million for the first three months of 2024, compared with cash used in financing activities of $686 million for the same period last year.

The change reflects lower debt repayments and repurchases of Common Stock, partially offset by lower proceeds from borrowing.

We did not repurchase any Common Stock during the first three months of 2024, while we repurchased $163 million during the same period last year.

The timing and volume of future share repurchases will be guided by our assessment of market conditions and other pertinent factors.

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Any near-term purchases under the program are expected to be made with internally-generated cash, cash on hand, or proceeds from borrowings.

In August 2023, we issued $600 million of 5.05% senior notes due 2030 and $1.0 billion of 5.35% senior notes due 2054.

In May 2023, we renewed our accounts receivable securitization program with a maximum borrowing capacity of $400 million.

In January 2024, we renewed and amended our $800 million credit agreement.

The amended agreement expires in January 2029, and provides for borrowings at prevailing rates and includes covenants.

We had no amounts outstanding under this facility at either March 31, 2024 or December 31, 2023, and we are in compliance with all of its covenants.

In January 2024, we also entered into a term loan credit agreement that established a 364-day, $1.0 billion, unsecured delayed draw term loan facility under which we can borrow for general corporate purposes.

The term loan credit agreement provides for borrowing at prevailing rates and includes covenants that align with our $800 million credit agreement.

We had no amounts outstanding under this facility at March 31, 2024, and if left undrawn, the term loan credit agreement is set to expire at the end of July 2024.

We also have in place an accounts receivable securitization program with a maximum borrowing capacity of $400 million.

Amounts under our accounts receivable securitization program are borrowed and repaid from time to time in the ordinary course for general corporate and cash management purposes.

The term of our accounts receivable securitization program expires in May 2024.

We had no amounts outstanding under this program at September 30, 2023 and $100 million outstanding at December 31, 2022.

Our available borrowing capacity was $400 million and $300 million at September 30, 2023 and December 31, 2022, respectively.

In February 2023, we issued $500 million of 4.45% senior notes due 2033.

Our debt-to-total capitalization ratio was 56.8% at September 30, 2023 and 54.4% at December 31, 2022.

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 September 30, 2023 or December 31, 2022.

In addition, we have investments in general purpose COLI policies and had the ability to borrow against these policies up to $635 million and $610 million at September 30, 2023 and December 31, 2022, respectively.

We had $400 million (at an average variable interest rate of 6.06%) outstanding under this program at March 31, 2024 and no amounts outstanding at December 31, 2023.

We had fully utilized our borrowing capacity under the program at March 31, 2024, while we had $400 million available at December 31, 2023.

In addition, we have investments in general purpose COLI policies and have the ability to borrow against these policies.

We had $308 million outstanding at March 31, 2024 and no amounts outstanding at December 31, 2023.

Our remaining borrowing capacity was $340 million and $640 million at March 31, 2024 and December 31, 2023, respectively.

Our debt-to-total capitalization ratio was 58.4% at March 31, 2024 and 57.3% at December 31, 2023.

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 decrease shareholder distributions, including share repurchases, provide additional flexibility to meet our ongoing obligations.

There have been no material changes to the information on future contractual obligations, including those that may have material cash requirements, contained in our Form 10-K for the year ended December 31, 2022, with the exception of additional senior notes (see Note 8 in the Notes to the Consolidated Financial Statements).

In June 2023, we amended and restated our asset purchase and sale agreement with the Board of Trustees of the Cincinnati Southern Railway to purchase approximately 337 miles of railway line that extends from Cincinnati, Ohio to Chattanooga, Tennessee which we currently operate under a lease agreement.

Following this amendment,

the total purchase price for the line and other associated real and personal property included in the transaction is expected to be between $1.6 billion and $1.7 billion.

The agreement is conditioned upon the following, among other items:

(i) Cincinnati Voter Approval, and (ii) the receipt of regulatory approval from the STB.

In September 2023, the STB authorized the acquisition of the Cincinnati Southern Railway by Norfolk Southern Railway Company.

If Cincinnati Voter Approval is obtained in November 2023, the transaction will close on the later of the date that is five days after all remaining conditions have been satisfied or March 15, 2024.

In addition, we believe our currently-available borrowing capacity, access to additional financing, and ability to decrease shareholder distributions, provide additional flexibility to meet our ongoing obligations.

On April 9, 2024, we announced that we have reached an agreement in principle to settle the Ohio Class Action for $600 million.

Subject to final court approval and other conditions, payments to class members under the settlement could begin by the end of this year.

CRITICAL ACCOUNTING ESTIMATES

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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.

In addition to the critical accounting estimates below, the remainder of our critical accounting estimates are contained in our December 31, 2022 Form 10-K.

Contingencies

We are currently involved in certain environmental response and remediation activities and subject to numerous legal proceedings and regulatory inquiries and investigations resulting from the Incident.

As required, we have accrued estimates of the probable and reasonably estimable costs for the resolution of these matters.

Our environmental estimates are based upon types of remediation efforts currently anticipated, the volume of contaminants in the impacted areas, and governmental oversight and other costs, amongst other factors.

Estimates associated with the legal proceedings to which we are subject are based on information that is currently available, including but not limited to an assessment of the proceedings and the potential and likely results of such proceedings.

Our current estimates of future environmental cleanup and remediation liabilities related to the Incident are expected to change over time due to various factors, including but not limited to, when activities at the site transition from extensive soil and water disposal and air monitoring activities to additional assessment and investigative efforts, the nature and extent of required future cleanup activities (including those resulting from additional assessment and investigative activities that will be conducted at the site), and the extent and duration of governmental oversight, amongst other factors.

Additionally, the final outcome of any of the legal proceedings and regulatory inquiries and investigations cannot be predicted with certainty, and developments related to the progress of such legal proceedings, inquiries, or investigations or other unfavorable or unexpected outcomes could result in additional costs or new or additionally accrued amounts that could be material to our results of operations in any particular year.

Furthermore, certain of these costs may be recoverable under our insurance policies in effect at the date of the Incident or from third parties.

Any amounts that are recoverable under our insurance policies or from third parties will be reflected in future periods in which recovery is considered probable.

See Note 11 in the Notes to Consolidated Financial Statements for more detailed information as it pertains to these contingencies.

There have been no significant changes to the critical accounting estimates contained in our Form 10-K at December 31, 2023.

OTHER MATTERS

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We largely bargain nationally in concert with other major railroads, represented by the National Carriers’ Conference Committee.

The latest round of national bargaining concluded in December 2022, when agreements were either ratified or enacted through legislative action for all twelve of our unions.

The latest round of national bargaining concluded in December 2022, when agreements were either ratified or enacted through legislative action for all of our unions.

With the conclusion of national bargaining, neither party can compel mandatory bargaining around any new proposals until November 1, 2024.

In addition, we understand the imperative to continue improving quality of life for our craft employees and remain actively engaged with our unions in voluntary local discussions (none of which carry the risk of a work stoppage) on this important issue.

In preparing financial statements, GAAP requires the use of historical cost that disregards the effects of inflation on the replacement cost of property.

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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 supplemented in Part II, Item 1A of this Form 10-Q, 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.

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, Performance Metrics, and Sustainability sections of our website (https://norfolksouthern.investorroom.com/key-investor-information, https://norfolksouthern.investorroom.com/weekly-performance-reports & https://www.norfolksouthern.com/en/commitments/sustainability) to post presentations to investors and other important information, including information that may be deemed material to investors.

Investors and others should note that we routinely use the Investor Relations, Performance Metrics, and Sustainability sections of our website (norfolksouthern.investorroom.com/key-investor-information, norfolksouthern.investorroom.com/weekly-performance-reports & norfolksouthern.com/sustainability) 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 X (formerly known as Twitter) (www.twitter.com/nscorp) and LinkedIn (www.linkedin.com/company/norfolk-southern).

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis