Norfolk Southern Corp. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Norfolk Southern Corporation has submitted its 2023 annual report (10-K), detailing financial performance and operational information for the fiscal year ending December 31, 2023.</b>

AI Summary

NORFOLK SOUTHERN CORP (NSC) filed a Annual Report (10-K) with the SEC on February 5, 2024. Norfolk Southern Corporation filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal executive offices are located at 650 W Peachtree Street NW, Atlanta, GA 30308. The Standard Industrial Classification code for Norfolk Southern Corp. is 4011 (Railroads, Line-Haul Operating). The filing includes financial data for the fiscal years 2020 through 2023.

Why It Matters

For investors and stakeholders tracking NORFOLK SOUTHERN CORP, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Norfolk Southern's financial health, operational segments, and risk factors for the fiscal year 2023, which is crucial for investors to assess the company's performance and future outlook. The detailed financial statements and disclosures within this report are essential for stakeholders to understand the company's revenue streams, expenses, assets, liabilities, and overall financial position as of December 31, 2023.

Risk Assessment

Risk Level: medium — NORFOLK SOUTHERN CORP shows moderate risk based on this filing. The company operates in the highly regulated railroad industry, which is subject to extensive federal oversight and potential changes in regulations that could impact operations and profitability.

Analyst Insight

Investors should review the detailed risk factors and financial performance metrics in the 10-K to assess the potential impact of industry-specific challenges and economic conditions on Norfolk Southern's future results.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed Period of Report)
• 2024-02-05 — Filing Date (Filed as of date)
• 470-463-6807 — Business Phone (Contact phone number)

Key Players & Entities

• NORFOLK SOUTHERN CORP (company) — Filer name
• NSC (company) — Ticker symbol
• 0000702165 (company) — Central Index Key
• 4011 (regulator) — Standard Industrial Classification
• 650 W PEACHTREE STREET NW (company) — Business address street 1
• ATLANTA (company) — Business address city
• GA (company) — Business address state
• 30308 (company) — Business address zip

FAQ

Industry Context

Norfolk Southern Corporation operates as a major freight railroad company in the United States, providing transportation services across a vast network.

Regulatory Implications

The railroad industry is subject to significant regulation by federal agencies such as the Surface Transportation Board (STB) and the Federal Railroad Administration (FRA), impacting operations, safety, and pricing.

What Investors Should Do

1. Analyze the financial statements for revenue trends, profitability, and balance sheet strength.
2. Review the Management's Discussion and Analysis (MD&A) for insights into operational performance and strategic initiatives.
3. Examine the risk factors section for potential challenges and their mitigation strategies.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-02-05: Filing Date — Date the 10-K report was officially filed with the SEC.

Year-Over-Year Comparison

This filing represents the annual report for the fiscal year 2023, providing updated financial and operational data compared to previous filings.

Key Financial Figures

• $1.00 — ern Corporation Common Stock (Par Value $1.00) NSC New York Stock Exchange Securiti
• $12.2 billion — – Total railway operating revenues were $12.2 billion in 2023. Following is an overview of ou
• $33 billion — ve with net properties of approximately $33 billion on a historical cost basis. Property

Filing Documents

• nsc-20231231.htm (10-K) — 2222KB
• nsc202310-kexhibit10hh.htm (EX-10) — 46KB
• nsc202310-kexhibit10ii.htm (EX-10) — 53KB
• nsc202310-kexhibit10jj.htm (EX-10) — 57KB
• nsc202310-kexhibit10r.htm (EX-10) — 27KB
• nsc202310-kexhibit10t.htm (EX-10) — 64KB
• nsc202310-kexhibit10x.htm (EX-10) — 143KB
• nsc202310-kexhibit21.htm (EX-21) — 39KB
• nsc202310-kexhibit23.htm (EX-23) — 2KB
• nsc202310-kexhibit31a.htm (EX-31) — 10KB
• nsc202310-kexhibit31b.htm (EX-31) — 10KB
• nsc202310-kexhibit32.htm (EX-32) — 6KB
• nsc202310-kexhibit97.htm (EX-97) — 29KB
• nsc-20231231_g1.jpg (GRAPHIC) — 41KB
• nsc-20231231_g2.jpg (GRAPHIC) — 192KB
• 0000702165-24-000005.txt (&nbsp;) — 12710KB
• nsc-20231231.xsd (EX-101.SCH) — 74KB
• nsc-20231231_cal.xml (EX-101.CAL) — 113KB
• nsc-20231231_def.xml (EX-101.DEF) — 347KB
• nsc-20231231_lab.xml (EX-101.LAB) — 991KB
• nsc-20231231_pre.xml (EX-101.PRE) — 645KB
• nsc-20231231_htm.xml (XML) — 1944KB

Risk Factors

Risk Factors K 11 Item 1B. Unresolved Staff Comments K 17 Item 1C. Cybersecurity K17 Item 3.

Legal Proceedings

Legal Proceedings K 20 Item 4. Mine Safety Disclosures K 20 Information About Our Executive Officers K 21 Part II. Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities K 22 Item 6. [Reserved] K22 Item 7.

Management's Discussion and Analysis of Financial Condition and

Management's Discussion and Analysis of Financial Condition and Results of Operations K 23 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk K 38 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data K 39 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure K 86 Item 9A.

Controls and Procedures

Controls and Procedures K 86 Item 9B. Other Information K 87 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections K 87 Part III. Item 10. Directors, Executive Officers and Corporate Governance K 88 Item 11.

Executive Compensation

Executive Compensation K 88 Item 12.

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters K 89 Item 13. Certain Relationships and Related Transactions, and Director Independence K 91 Item 14. Principal Accountant Fees and Services K 91 Part IV. Item 15. Exhibits and Financial Statement Schedules K 92 Item 16. Form 10-K Summary K 101 Power of Attorney K 102

Signatures

Signatures K 102 K2 PART I NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES

Business and Item 2. Properties

Item 1. Business and Item 2. Properties GENERAL – Norfolk Southern Corporation (Norfolk Southern) is an Atlanta, Georgia-based company that owns a major freight railroad, Norfolk Southern Railway Company (NSR). We were incorporated on July 23, 1980, under the laws of the Commonwealth of Virginia. Our common stock (Common Stock) is listed on the New York Stock Exchange (NYSE) under the symbol "NSC." Unless indicated otherwise, Norfolk Southern Corporation and its subsidiaries, including NSR, are referred to collectively as NS, we, us, and our. We are primarily engaged in the rail transportation of raw materials, intermediate products, and finished goods primarily in the Southeast, East, and Midwest and, via interchange with rail carriers, to and from the rest of the United States (U.S.). We also transport overseas freight through several Atlantic and Gulf Coast ports. We offer the most extensive intermodal network in the eastern half of the U.S. We make available free of charge through our website, www.norfolksouthern.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the U.S. Securities and Exchange Commission (SEC). In addition, the following documents are available on our website and in print to any shareholder who requests them: Norfolk Southern Corporation Bylaws Charters of the Committees of the Board of Directors Corporate Governance Guidelines Categorical Independence Standards The Thoroughbred Code of Ethics Code of Ethical Conduct for Senior Financial Officers K3 RAILROAD OPERATIONS – At December 31, 2023, we operated approximately 19,100 route miles in 22 states and the District of Columbia. Our system reaches many manufacturing plants, electric generating facilities, mines, distribution centers, transload facilities, and other businesses located in our serv

Risk Factors

Item 1A. Risk Factors The risks set forth in the following risk factors 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. The information set forth in this Item 1A "Risk Factors" should be read in conjunction with the rest of the information included in this annual report, including Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 8 "Financial Statements and Supplementary Data." We have experienced a number of the risks described below over the past year in connection with the Incident and the Incident Proceedings (defined below). The risks described below should be read in conjunction with the information regarding the Incident and Incident Proceedings provided in Note 17 in Item 8 "Notes to Consolidated Financial Statements." INCIDENT RISKS As defined and as further described in Note 17 in Item 8 "Notes to C

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