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July 29, 2020, 2:47 p.m. EDT

10-Q: NORFOLK SOUTHERN CORP

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(EDGAR Online via COMTEX) -- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Norfolk Southern Corporation and Subsidiaries

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 19,500 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 chemicals, agriculture, 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 second-quarter 2020 results were negatively impacted by the COVID-19 pandemic that caused significant global economic contraction. The pandemic influenced the demand for our services and, as a result, our volumes fell significantly across all of our major commodity groups. In response to lower customer demand, we focused on tailoring operating plans for the low-demand environment and reducing expenses, including further implementation of structural cost reductions associated with our strategic plan. Although the revenue reduction in the quarter exceeded the cost reductions we achieved, the initiatives implemented have further optimized our operating activities and network and have positioned us to benefit when volumes return in the future.

The COVID-19 pandemic continues to generate significant uncertainty in the economy and our outlook for the remainder of 2020. The magnitude and duration of the pandemic, including its impact on our customers and general economic conditions, is still uncertain. We continue to monitor the impact of the pandemic on our employees' availability, which has not been adversely affected in a significant manner thus far in 2020. 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)
                                                       Second Quarter                                                                   First Six Months
                                         2020             2019             % change             2020             2019            % change
        Income from railway operations $  610          $ 1,065              (43%)            $ 1,178          $ 2,031              (42%)
        Net income                     $  392          $   722              (46%)            $   773          $ 1,399              (45%)
        Diluted earnings per share     $ 1.53          $  2.70              (43%)            $  3.00          $  5.21              (42%)
        Railway operating ratio
        (percent)                        70.7             63.6               11%                75.0             64.8               16%
        


Income from railway operations decreased in both periods, leading to lower net income and diluted earnings per share. The reduction in income from railway operations resulted from decreased railway operating revenues that exceeded the operating expense declines, driving the increases in the railway operating ratio. Railway operating revenues declined as lower customer demand resulted in volume declines. Railway operating expenses decreased due to declines in fuel price and consumption, reduced employment levels, lower volumes and operational efficiency improvements.

Additionally, our results for the first six months of 2020 were adversely impacted by a first-quarter loss on asset disposal of $385 million related to the loss on locomotives sold and a write-down of locomotives held-for-sale. For more information on the impact of the charge, see Note 3.

The following table adjusts our 2020 GAAP financial results for the first six months to exclude the effects of this charge. 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 business, this information should be considered as supplemental in nature and is not meant to be considered in isolation, 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 First Six Months
                                                                                                                Adjusted
                                                                                 2020 Loss on Asset               2020
                                                    Reported 2020 (GAAP)              Disposal                 (non-GAAP)
                                                                   ($ in millions, except per share amounts)
        Railway operating expenses                 $            3,532           $          (385)            $       3,147
        Income from railway operations             $            1,178           $           385             $       1,563
        Net income                                 $              773           $           288             $       1,061
        Diluted earnings per share                 $             3.00           $          1.11             $        4.11
        Railway operating ratio (percent)                        75.0                      (8.2)                     66.8
        


In the table below, references to the first six months of 2020 results and related comparisons use the adjusted, non-GAAP results from the reconciliation in the table above.







                                                                               First Six Months
                                                      Adjusted                                      Adjusted 2020 (non-GAAP)
                                                        2020                                                   vs.
                                                     (non-GAAP)                  2019                         2019
                                                 ($ in millions, except per share amounts)                                          % change
        Railway operating expenses              $          3,147            $      3,734                      (16%)
        Income from railway operations          $          1,563            $      2,031                      (23%)
        Net income                              $          1,061            $      1,399                      (24%)
        Diluted earnings per share              $           4.11            $       5.21                      (21%)
        Railway operating ratio (percent)                   66.8                    64.8                       3%
        








        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.
                                                    Second Quarter                                                                   First Six Months
        Revenues                      2020             2019             % change             2020             2019            % change
        Merchandise:
        Agriculture, forest and
        consumer products          $   498          $   577              (14%)            $ 1,049          $ 1,135              (8%)
        Chemicals                      423              544              (22%)                943            1,051              (10%)
        Metals and construction        293              384              (24%)                660              754              (12%)
        Automotive                      93              251              (63%)                327              502              (35%)
        Merchandise                  1,307            1,756              (26%)              2,979            3,442              (13%)
        Intermodal                     569              701              (19%)              1,224            1,420              (14%)
        Coal                           209              468              (55%)                507              903              (44%)
        Total                      $ 2,085          $ 2,925              (29%)            $ 4,710          $ 5,765              (18%)
        Units
        Merchandise:
        Agriculture, forest and
        consumer products               165.8               200.6             (17%)                347.3               391.3             (11%)
        Chemicals                       112.1               153.7             (27%)                254.4               298.7             (15%)
        Metals and construction         136.1               182.1             (25%)                291.0               346.5             (16%)
        Automotive                       37.1               101.8             (64%)                127.5               199.9             (36%)
        Merchandise                     451.1               638.2             (29%)              1,020.2             1,236.4             (17%)
        Intermodal                      884.4             1,048.5             (16%)              1,839.5             2,119.5             (13%)
        Coal                            111.6               258.3             (57%)                275.1               494.6             (44%)
        Total                         1,447.1             1,945.0             (26%)              3,134.8             3,850.5             (19%)
        Revenue per Unit
        Merchandise:
        Agriculture, forest and
        consumer products          $ 3,004          $ 2,875              4%            $ 3,021          $ 2,900              4%
        Chemicals                    3,771            3,541              6%              3,705            3,519              5%
        Metals and construction      2,154            2,104              2%              2,269            2,175              4%
        Automotive                   2,499            2,471              1%              2,566            2,513              2%
        Merchandise                  2,897            2,751              5%              2,920            2,784              5%
        Intermodal                     644              668             (4%)               665              670             (1%)
        Coal                         1,864            1,815              3%              1,841            1,826              1%
        Total                        1,440            1,504             (4%)             1,502            1,497              -%
        


At the beginning of 2020, we combined the agriculture products and forest and consumer commodity groups. In addition, we also made changes in the categorization of certain other commodity groups within Merchandise. Specifically, certain commodities were shifted between agriculture, forest, and consumer products; chemicals; and,

metals and construction. These changes were made as a result of organizational initiatives to better align with how we manage these commodities. Prior period railway operating revenues, units, and revenue per unit have been reclassified to conform to the current presentation.

Railway operating revenues decreased $840 million in the second quarter and $1.1 billion for the first six months compared with the same periods last year. The table below reflects the components of the revenue change by major commodity group ($ in millions).







                                                             Second Quarter                                                                       First Six Months
                                                           Increase (Decrease)                                                                   Increase (Decrease)
                                            Merchandise         Intermodal            Coal            Merchandise         Intermodal              Coal
        Volume                             $     (515)         $     (110)         $   (266)         $     (602)         $     (188)         $       (401)
        Fuel surcharge revenue                    (24)                (48)               (3)                (30)                (58)                   (9)
        Rate, mix and other                        90                  26                10                 169                  50                    14
        Total                              $     (449)         $     (132)         $   (259)         $     (463)         $     (196)         $       (396)
        


Approximately 90% of our revenue base is covered by contracts that include negotiated fuel surcharges. Revenues associated with these surcharges totaled $69 million and $144 million in the second quarters of 2020 and 2019, respectively, and $200 million and $297 million for the first six months of 2020 and 2019, respectively. The decrease in fuel surcharge revenues for the second quarter and first six months are driven by lower fuel commodity prices and volume declines.

Merchandise

Merchandise revenue decreased in both periods as lower volumes were partially offset by higher average revenue per unit driven by pricing gains. Overall, volumes fell in all merchandise commodity groups and across almost all markets within those commodity groups due to the impact of the COVID-19 pandemic. The pandemic caused industries to close and suspend production which negatively impacted customers' needs for receiving materials and shipping finished and semi-finished goods.

Agriculture, forest and consumer products volume decreased in both periods across almost all markets due to the impact of COVID-19 on gasoline consumption, the food service industry, and building, industrial, commercial and consumer activities.

Chemicals volume decreased in both periods for all markets due to the impact from COVID-19 and the continuing disruptions in the energy market. Oil and petroleum shipments were negatively impacted due to reductions in gasoline/jet fuel demand and consumer travel. The pandemic caused industries to close which negatively impacted our customers' needs for materials.

Metals and construction volume fell in both periods, largely the result of weakened demand due to reductions in metal and domestic vehicle production. Low coal power generation in the second quarter weakened scrubber stone demand, which negatively affected aggregates volumes. The pandemic caused industries to close and suspend production which heavily impacted customers' needs for receiving materials and shipping finished and semi-finished goods.

Automotive volume declined in both periods due to unplanned automotive plant shutdowns, primarily associated with the COVID-19 pandemic.







        Intermodal
        Intermodal revenue declined in both periods, the result of decreased volumes and
        lower revenue per unit, a result of lower fuel surcharge revenue.
        Intermodal units (in thousands) by market were as follows:
                                                            Second Quarter                                                                                    First Six Months
                                            2020                  2019               % change                2020                   2019               % change
        Domestic                             566.6                  635.8              (11%)                 1,164.9                1,292.1             (10%)
        International                        317.8                  412.7              (23%)                   674.6                  827.4             (18%)
        Total                                884.4                1,048.5              (16%)                 1,839.5                2,119.5             (13%)
        


Domestic and international volumes fell in both periods, the result of supply chain disruption resulting from COVID-19 related shutdowns and lower consumer demand. The first six months were additionally impacted by stronger over-the-road competition.







        Coal
        Coal revenues decreased in both periods, primarily driven by significant volume
        declines partially offset by higher revenue per unit, resulting from volume
        shortfalls and favorable mix.
        Coal tonnage (in thousands) by market was as follows:
                                                                     Second Quarter                                                                                    First Six Months
                                                     2020                    2019               % change               2020                  2019               % change
        Utility                                          5,700                17,129              (67%)                 14,598                32,884             (56%)
        Export                                           3,669                 6,626              (45%)                  9,738                13,014             (25%)
        Domestic metallurgical                           2,338                 3,851              (39%)                  4,614                 6,782             (32%)
        Industrial                                         747                 1,181              (37%)                  1,728                 2,403             (28%)
        Total                                           12,454                28,787              (57%)                 30,678                55,083             (44%)
        


In both periods, low natural gas prices and reduced demand in global and domestic manufacturing due to COVID-19 negatively impacted all four of our distinct coal markets. Utility coal tonnage was challenged by low natural gas prices, high stockpiles, and diminished industrial and commercial electricity demand. Export coal tonnage declined in both periods as a result of COVID-19 related global disruptions and weak seaborne pricing. Domestic metallurgical coal and coke tonnage fell in both periods due to reduced domestic steel demand leading to idled customer facilities and lower production. Industrial coal tonnage decreased in both periods as a result of customer sourcing changes and continued pressure from natural gas conversions.







        Railway Operating Expenses
        Railway operating expenses summarized by major classifications were as follows
        ($ in millions):
                                                            Second Quarter                                                                   First Six Months
                                               2020             2019            % change             2020             2019            % change
        Compensation and benefits           $   586          $   712              (18%)           $ 1,208          $ 1,439             (16%)
        Purchased services and rents            372              418              (11%)               775              842              (8%)
        Fuel                                     84              254              (67%)               273              504             (46%)
        Depreciation                            282              284              (1%)                574              567               1%
        Materials and other                     151              192              (21%)               317              382             (17%)
        Loss on asset disposal                    -                -                                  385                -
        Total                               $ 1,475          $ 1,860              (21%)           $ 3,532          $ 3,734              (5%)
        


Compensation and benefits expense decreased in both periods as follows:

employment levels (down $98 million for the quarter and $174 million for the first six months),

Average rail headcount for the quarter was down by over 4,900 compared with the second quarter of 2019.

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







                                        Second Quarter                                                First Six Months
                                2020         2019       % change        2020        2019       % change
        Purchased services   $   302       $ 347          (13%)       $ 623       $ 693         (10%)
        Equipment rents           70          71          (1%)          152         149           2%
        Total                $   372       $ 418          (11%)       $ 775       $ 842          (8%)
        


The decline in purchased services in both periods was largely the result of decreased intermodal-related costs and lower operational and transportation expenses. Equipment rents remained relatively flat for the second quarter but increased modestly for the first six months, primarily the result of lower TTX equity earnings partially offset by decreased intermodal volume-related expenses.

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 53% in the second quarter and 31% in the first six months), and decreased consumption (down 32% in the second quarter and 23% in the first six months).

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







                               Second Quarter                                                First Six Months
                       2020         2019       % change        2020        2019       % change
        Materials   $    62       $  82          (24%)       $ 134       $ 169         (21%)
        Claims           40          50          (20%)          82          99         (17%)
        Other            49          60          (18%)         101         114         (11%)
        Total       $   151       $ 192          (21%)       $ 317       $ 382         (17%)
        


Materials costs decreased in both periods, due primarily to lower locomotive maintenance requirements as a result of fewer locomotives in service. Claims expenses declined in both periods, driven by lower costs related to environmental remediation matters. Other expense decreased in both periods, due to lower travel-related expenses. The decrease in the first six months was partially offset by lower gains from sales of operating properties. Gains from operating property sales amounted to $13 million and $21 million in the first six months of 2020 and 2019, respectively.

Other income - net

Other income - net increased $27 million in the second quarter and $5 million for the first six months. The second quarter experienced higher investment returns on corporate-owned life insurance partially offset by expenses associated with the debt exchange. Both periods reflect the impact of a prior year impairment loss on our natural resource assets, lower pension expenses, and lower 2020 non-operating property sales. Coal royalties were also lower in both periods due to the sale of our natural resource assets in the first quarter of 2020. In 2019, coal royalties were $24 million for the full year.

Income taxes

The second-quarter effective tax rate was 22.1% compared with 22.7% for the same period last year. Both periods benefited from favorable tax benefits on stock-based compensation while the current quarter reflects increased tax benefits from higher returns on corporate-owned life insurance. The effective tax rates were 17.7% and 22.1% for the first six months of 2020 and 2019, respectively. Both periods reflect tax benefits on stock-based compensation, while the effective rate for the first six months includes a $19 million reduction of taxes upon the resolution of our 2012 amended federal return.

FINANCIAL CONDITION AND LIQUIDITY

Cash provided by operating activities, our principal source of liquidity, was $1.8 billion for the first six months of 2020, compared with $2.0 billion for the same period of 2019. We had working capital of $415 million at June 30, 2020 and negative working capital of $219 million at December 31, 2019. Cash and cash equivalents totaled $1.1 billion at June 30, 2020.

Cash used in investing activities was $540 million for the first six months of 2020, compared with $852 million for the same period last year. The decrease was primarily driven by lower property additions in 2020.

Cash used in financing activities was $655 million for the first six months of 2020, compared with $1.2 billion in the same period last year, reflecting lower repayments of debt and repurchases of Common Stock, partially offset by lower proceeds from borrowing. We repurchased 3.9 million shares of Common Stock totaling $669 million in the first six months of 2020 compared to 5.7 million shares, totaling $1.1 billion 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 total-debt-to-total capitalization ratio was 46.1% at June 30, 2020, and 44.5% at December 31, 2019.

In May 2020, we issued $800 million of 3.05% senior notes due 2050, resulting in $790 million in net proceeds.

In May 2020, we also issued $800 million of 3.155% senior notes due 2055 in exchange for $554 million of our previously-issued notes ($450 million at 5.1% due 2118, $42 million at 6% due 2111, $29 million at 7.9% due 2097, $26 million at 6% due 2105, and $7 million at 7.05% due 2037). As part of the debt exchange, a $4 million loss on extinguishment was recognized in "Other income - net."

In May 2020, we renewed and amended our accounts receivable securitization program with maximum borrowing capacity of $400 million and a term expiring in May 2021. We had no amounts outstanding at both June 30, 2020, and December 31, 2019, and our available borrowing capacity was $308 million and $429 million, respectively. In addition, we have investments in general purpose corporate-owned life insurance policies and had the ability to borrow up to $725 million against these policies at June 30, 2020.

In March 2020, we renewed and amended our five-year credit agreement which expires in March 2025 and provides for borrowings at prevailing rates and includes covenants. We increased the program's borrowing capacity from $750 million to $800 million. We had no amounts outstanding under this facility at both June 30, 2020, and December 31, 2019, and we are in compliance with all of its covenants.

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 . . .

Jul 29, 2020

COMTEX_368606258/2041/2020-07-29T14:47:10

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