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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

 

(X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended MARCH 31, 2013

 

(  )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ___________ to___________

 

Commission file number 1-8339

 

 

NORFOLK SOUTHERN CORPORATION

(Exact name of registrant as specified in its charter)

 

Virginia

(State or other jurisdiction of incorporation)

52-1188014

(IRS Employer Identification No.)

Three Commercial Place

Norfolk, Virginia

(Address of principal executive offices)

23510-2191

(Zip Code)

(757) 629-2680

(Registrant’s telephone number, including area code)

No Change

(Former name, former address and former fiscal year, if changed since last report)

 

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.

Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer [X] Accelerated filer [  ]  Non-accelerated filer [  ]  Smaller reporting company [   ] 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ] No [X]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at March 31, 2013

Common Stock ($1.00 par value per share)

 

315,088,379 (excluding 20,320,777 shares held by the registrant’s consolidated subsidiaries)


 

 


 

 

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES (NS)

 

 

 

 

 

 

 

 

 

 

 

Page

Part I.

Financial Information:

 

Item 1.

Financial Statements:

 

 

 

 

Consolidated Statements of Income

First Quarters of 2013 and 2012

 

3

 

 

 

Consolidated Statements of Comprehensive Income

First Quarters of 2013 and 2012

 

4

 

 

 

Consolidated Balance Sheets

At March 31, 2013 and December 31, 2012

 

5

 

 

 

Consolidated Statements of Cash Flows

First Quarters of 2013 and 2012

 

6

 

 

 

Notes to Consolidated Financial Statements

 

7

 

 

Report of Independent Registered Public Accounting Firm

 

17

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

18

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

26

 

Item 4.

Controls and Procedures

 

26

Part II.

Other Information:

 

 

 

Item 1.

Legal Proceedings

 

27

 

Item 1A.

Risk Factors

 

27

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

28

 

Item 6.

Exhibits

 

28

Signatures

 

 

29

 

 

 

 

 

Exhibit Index

 

 

30

 

 

 

 

 

 


 


PART 1. FINANCIAL INFORMATION

 

 

Item 1. Financial Statements

 

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

 

 

First Quarter

 

2013

 

2012

 

($ in millions, except per share amounts)

 

 

 

 

 

 

Railway operating revenues

$

2,738 

 

$

2,789 

 

 

 

 

 

 

Railway operating expenses

 

 

 

 

 

Compensation and benefits

 

780 

 

 

786 

Purchased services and rents

 

393 

 

 

391 

Fuel

 

429 

 

 

413 

Depreciation

 

227 

 

 

224 

Materials and other

 

218 

 

 

230 

 

 

 

 

 

 

Total railway operating expenses

 

2,047 

 

 

2,044 

 

 

 

 

 

 

Income from railway operations

 

691 

 

 

745 

 

 

 

 

 

 

Other income – net

 

135 

 

 

29 

Interest expense on debt

 

129 

 

 

120 

 

 

 

 

 

 

Income before income taxes

 

697 

 

 

654 

 

 

 

 

 

 

Provision for income taxes

 

247 

 

 

244 

 

 

 

 

 

 

Net income

$

450 

 

$

410 

 

 

 

 

 

 

Per share amounts

 

 

 

 

 

Net income:

 

 

 

 

 

Basic

$

1.43 

 

$

1.24 

Diluted

 

1.41 

 

 

1.23 

 

 

 

 

 

 

Dividends

 

0.50 

 

 

0.47 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.


 


Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

 

 

 

 

First Quarter

 

2013

 

2012

 

($ in millions)

 

 

 

 

 

 

Net income

$

450 

 

$

410 

Other comprehensive income, before tax:

 

 

 

 

 

Pension and other postretirement benefits

 

36 

 

 

32 

Other comprehensive income (loss) of equity investees

 

1 

 

 

(4)

Other comprehensive income, before tax

 

37 

 

 

28 

Income tax expense related to items of other   

 

 

 

 

 

comprehensive income

 

(14)

 

 

(12)

Other comprehensive income, net of tax

 

23 

 

 

16 

 

 

 

 

 

 

Total comprehensive income

$

473 

 

$

426 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.




Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

 

 

March 31,

 

December 31,

 

2013

 

2012

 

($ in millions)

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

 

672 

 

$

 

653 

Short-term investments

 

 

15 

 

 

 

15 

Accounts receivable – net

 

 

1,158 

 

 

 

1,109 

Materials and supplies

 

 

246 

 

 

 

216 

Deferred income taxes

 

 

167 

 

 

 

167 

Other current assets

 

 

65 

 

 

 

82 

Total current assets

 

 

2,323 

 

 

 

2,242 

 

 

 

 

 

 

 

 

Investments

 

 

2,341 

 

 

 

2,300 

Properties less accumulated depreciation of $10,042 and

 

 

 

 

 

 

 

$9,922, respectively

 

 

25,870 

 

 

 

25,736 

Other assets

 

 

65 

 

 

 

64 

 

 

 

 

 

 

 

 

Total assets

$

 

30,599 

 

$

 

30,342 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

 

1,188 

 

$

 

1,362 

Short-term debt

 

 

- 

 

 

 

200 

Income and other taxes

 

 

319 

 

 

 

206 

Other current liabilities

 

 

350 

 

 

 

263 

Current maturities of long-term debt

 

 

47 

 

 

 

50 

Total current liabilities

 

 

1,904 

 

 

 

2,081 

 

 

 

 

 

 

 

 

Long-term debt

 

 

8,438 

 

 

 

8,432 

Other liabilities

 

 

2,226 

 

 

 

2,237 

Deferred income taxes

 

 

7,921 

 

 

 

7,832 

          Total liabilities

 

 

20,489 

 

 

 

20,582 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock $1.00 per share par value, 1,350,000,000 shares

 

 

 

 

 

 

 

authorized; outstanding 315,088,379 and 314,034,174 shares,

 

 

 

 

 

 

 

respectively, net of treasury shares

 

 

316 

 

 

 

315 

Additional paid-in capital

 

 

1,976 

 

 

 

1,911 

Accumulated other comprehensive loss

 

 

(1,086)

 

 

 

(1,109)

Retained income

 

 

8,904 

 

 

 

8,643 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

 

10,110 

 

 

 

9,760 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

$

 

30,599 

 

$

 

30,342 

 

 

 

See accompanying notes to consolidated financial statements.


 


Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

 

First Quarter

 

2013

 

2012

 

($ in millions)

Cash flows from operating activities

 

 

 

 

 

Net income

$

450 

 

$

410 

Reconciliation of net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation

 

228 

 

 

226 

Deferred income taxes

 

74 

 

 

88 

Gains and losses on properties and investments

 

(99)

 

 

(1)

Changes in assets and liabilities affecting operations:

 

 

 

 

 

Accounts receivable

 

(49)

 

 

(34)

Materials and supplies

 

(30)

 

 

(19)

Other current assets

 

17 

 

 

5 

Current liabilities other than debt

 

96 

 

 

316 

Other – net

 

36 

 

 

44 

Net cash provided by operating activities

 

723 

 

 

1,035 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Property additions

 

(379)

 

 

(461)

Property sales and other transactions

 

19 

 

 

2 

Investments, including short-term

 

(5)

 

 

(4)

Investment sales and other transactions

 

(1)

 

 

27 

Net cash used in investing activities

 

(366)

 

 

(436)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Dividends

 

(157)

 

 

(155)

Common stock issued – net

 

55 

 

 

31 

Purchase and retirement of common stock

 

(33)

 

 

(400)

Proceeds from borrowings – net

 

- 

 

 

696 

Debt repayments

 

(203)

 

 

(218)

Net cash used in financing activities

 

(338)

 

 

(46)

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

19 

 

 

553 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

At beginning of period

 

653 

 

 

276 

 

 

 

 

 

 

At end of period

$

672 

 

$

829 

 

 

 

 

 

 

Supplemental disclosures of cash flow information

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest (net of amounts capitalized)

$

62 

 

$

60 

Income taxes (net of refunds)

 

23 

 

 

2 

 

 

 

 

See accompanying notes to consolidated financial statements.




Norfolk Southern Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

 

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 condition at March 31, 2013, and December 31, 2012, and our results of operations, comprehensive income, and cash flows for the first quarters of 2013 and 2012 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.  Stock-Based Compensation

 

During the first quarter of 2013, a committee of non-employee directors of our Board of Directors granted stock options, restricted stock units (RSUs) and performance share units (PSUs) pursuant to the Long-Term Incentive Plan (LTIP) and granted stock options pursuant to the Thoroughbred Stock Option Plan (TSOP) as discussed below. Stock-based compensation expense was $37 million and $34 million during the first quarters of 2013 and 2012, respectively. The total tax effects recognized in income in relation to stock-based compensation were net benefits of $12 million and $11 million for the first quarters of 2013 and 2012, respectively.

 

Stock Options

 

In the first quarter of 2013, 748,200 options were granted under LTIP and 268,500 options were granted under TSOP. In each case, the grant price was $69.83, which was the greater of the average fair market value of Norfolk Southern common stock (Common Stock) or the closing price of Common Stock on the effective date of the grant, and the options have a term of ten years. The options granted under LTIP and TSOP in 2013 may not be exercised prior to the fourth and third anniversaries of the date of grant, respectively. Holders of the 2013 options granted under LTIP who remain actively employed receive cash dividend equivalent payments for four years in an amount equal to the regular quarterly dividends paid on Common Stock. Dividend equivalent payments are not made on TSOP options.

 

The fair value of each option award in 2013 was measured on the date of grant using a lattice-based option valuation model. Expected volatilities are based on implied volatilities from traded options on and historical volatility of Common Stock. Historical data is used to estimate option exercises and employee terminations within the valuation model. The average expected option life is derived from the output of the valuation model and represents the period of time that options granted are expected to be outstanding. The average risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. For options granted that include dividend equivalent payments, a dividend yield of zero was used. A dividend yield of 2.86% was used for LTIP options for periods where no dividend equivalent payments are made as well as for TSOP options, which do not receive dividend equivalents.

 



The assumptions for the 2013 LTIP and TSOP grants are shown in the following table:

 

Expected volatility range

24% - 30%

Average expected volatility

26%

Average risk-free interest rate

1.88%

Average expected option term LTIP

9.0 years

Per-share grant-date fair value LTIP

$20.40

Average expected option term TSOP

8.9 years

Per-share grant-date fair value TSOP

$15.84

 

For the first quarter of 2013, options relating to 1,024,614 shares were exercised, yielding $35 million of cash proceeds and $13 million of tax benefit recognized as additional paid-in capital. For the first quarter of 2012, options relating to 376,357 shares were exercised, yielding $11 million of cash proceeds and $6 million of tax benefit recognized as additional paid-in capital.

 

Restricted Stock Units

 

There were 162,000 RSUs granted in 2013, with an average grant-date fair value of $69.83 and a five-year restriction period. The RSUs granted in 2013 will be settled through the issuance of shares of Common Stock.

 

During the first quarter of 2013, 298,400 of the RSUs granted in 2008 vested, with 178,250 shares of Common Stock issued net of withholding taxes.  For the first quarter of 2012, 281,900 of the RSUs granted in 2007 vested, with 174,535 shares of Common Stock issued net of withholding taxes.  The total related tax benefits recognized as additional paid-in capital were $2 million and $3 million for the first quarters of 2013 and 2012, respectively.

 

Performance Share Units

 

PSUs provide for awards based on achievement of certain predetermined corporate performance goals (total shareholder return, return on average invested capital, and operating ratio) at the end of a three-year cycle and are paid in the form of shares of Common Stock. During the first quarter of 2013, there were 550,800 PSUs granted with a grant-date fair value of $69.83.

 

During the first quarter of 2013, 577,585 of the PSUs granted in 2010 were earned, with 348,189 shares of Common Stock issued net of withholding taxes.  For the first quarter 2012, 782,889 of the PSUs granted in 2009 were earned, with 488,957 shares of Common Stock issued net of withholding taxes. The total related tax benefits recognized as additional paid-in capital were $5 million and $11 million for the first quarters of 2013 and 2012, respectively.

 

2.  Income Taxes

 

There have been no material changes to the balance of unrecognized tax benefits reported at December 31, 2012.  IRS examinations have been completed for all years prior to 2011.  We expect the IRS to begin auditing our 2011 and 2012 consolidated income tax returns in late 2013.

 

 


3.  Earnings Per Share

 

 

Basic

 

Diluted

 

First Quarter

 

2013

 

2012

 

2013

 

2012

 

($ in millions except per share amounts,

 

shares in millions)

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

450 

 

$

410 

 

$

450 

 

$

410 

Dividend equivalent payments

 

(2)

 

 

(3)

 

 

(1)

 

 

(2)

 

 

 

 

 

 

 

 

 

 

 

 

Income available to common stockholders

 

448 

 

 

407 

 

 

449 

 

 

408 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

314.5 

 

 

328.3 

 

 

314.5 

 

 

328.3 

Dilutive effect of outstanding options

 

 

 

 

 

 

 

 

 

 

 

    and share-settled awards

 

 

 

 

 

 

 

3.6 

 

 

4.6 

Adjusted weighted-average shares outstanding

 

 

 

 

 

 

 

318.1 

 

 

332.9 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

$

1.43 

 

$

1.24 

 

$

1.41 

 

$

1.23 

 

 

During the first quarters of 2013 and 2012, dividend equivalent payments were made to holders of options and RSUs. For purposes of computing basic earnings per share, dividend equivalent payments made to holders of 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 options and RSUs receiving dividend equivalent payments under the two-class and treasury stock methods to determine which method is the 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. The diluted calculations exclude options having exercise prices exceeding the average market price of Common Stock as follows: 0.8 million in both 2013 and 2012.

 

4.  Stockholders’ Equity

 

Common Stock

 

Common Stock is reported net of shares held by our consolidated subsidiaries (Treasury Shares). Treasury Shares at March 31, 2013 and December 31, 2012, amounted to 20,320,777 shares, with a cost of $19 million at both dates.

 



Accumulated Other Comprehensive Loss

 

“Accumulated other comprehensive loss” reported in the Consolidated Balance Sheets consisted of the following:

 

 

 

 

Accumulated

 

 

 

Pensions

 

Other

 

Accumulated

 

and Other

 

Comprehensive

 

Other

 

Postretirement

 

Loss of Equity

 

Comprehensive

 

Liabilities

 

Investees

 

Loss

 

($ in millions)

 

 

 

 

 

 

 

 

 

December 31, 2012

$

(999)

 

$

(110)

 

$

(1,109)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

  Amounts reclassified into net income

 

36 

(1)

 

- 

 

 

36 

  Net gain

 

- 

 

 

1 

 

 

1 

  Tax expense

 

(14)

 

 

- 

 

 

(14)

      Other comprehensive income

 

22 

 

 

1 

 

 

23 

 

 

 

 

 

 

 

 

 

March 31, 2013

$

(977)

 

$

(109)

 

$

(1,086)

 

(1) These items are included in the computation of net periodic pension and postretirement benefit costs. See Note 8, “Pensions and Other Postretirement Benefits” for additional information.

 

5.  Stock Repurchase Program

 

We repurchased and retired 0.5 million and 5.7 million shares of Common Stock in the first quarters of 2013 and 2012, respectively, at a cost of $33 million and $400 million. The timing and volume of purchases is guided by our assessment of market conditions and other pertinent factors. Any near-term share repurchases are expected to be made with internally generated cash, cash on hand, or proceeds from borrowings. Since the beginning of 2006, we have repurchased and retired 128.9 million shares at a total cost of $7.5 billion.

 

6.  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 58% economic and 50% voting interest in the jointly owned entity, and CSX has the remainder of the economic and voting interests. Our investment in Conrail was $1.0 billion at March 31, 2013, and $996 million at December 31, 2012.

 

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 for the use of the Shared Assets Areas totaling $34 million and $36 million for the first quarters of 2013 and 2012, respectively. Our equity in the earnings of Conrail, net of amortization, included in “Other income – net” was $9 million and $6 million for the first quarters of 2013 and 2012, respectively.

 

“Accounts payable” includes $174 million at March 31, 2013, and $178 million at December 31, 2012, due to Conrail for the operation of the Shared Assets Areas. In addition, “Other liabilities” includes $133 million at both March 31, 2013 and December 31, 2012, for long-term advances from Conrail, maturing 2035, that bear interest at an average rate of 4.40%.

 


 


7.  Debt

 

In the first quarter of 2013, we repaid $200 million under our accounts receivable securitization facility.  At March 31, 2013 and December 31, 2012, the amounts outstanding under the facility were $100 million (at an average variable interest rate of 1.25%) and $300 million (at an average variable interest rate of 1.28%), respectively.  In October 2012, we renewed our accounts receivable securitization facility with a 364-day term to run until October 2013.

 

During the first quarter of 2012, we issued $600 million of 3.00% senior notes due 2022.

 

We have authority from our Board of Directors to issue an additional $600 million of debt or equity securities through public or private sale.

 

8.  Pensions and Other Postretirement Benefits

 

We have both funded and unfunded defined benefit pension plans covering principally salaried employees. We also provide specified health care and death benefits to eligible retired employees and their dependents; these plans can be amended or terminated at our option.  Under our health care plans, a defined percentage of health care expenses is covered, reduced by any deductibles, co-payments, Medicare payments and, in some cases, coverage provided under other group insurance policies.

 

 

 

 

Other Postretirement

 

Pension Benefits

 

Benefits

 

First Quarter

 

2013

 

2012

 

2013

 

2012

 

($ in millions)

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

$

10 

 

$

8 

 

$

4 

 

$

4 

Interest cost

 

20 

 

 

22 

 

 

13 

 

 

14 

Expected return on plan assets

 

(35)

 

 

(34)

 

 

(4)

 

 

(4)

Amortization of net losses

 

22 

 

 

19 

 

 

14 

 

 

13 

 

 

 

 

 

 

 

 

 

 

 

 

   Net cost

$

17 

 

$

15 

 

$

27 

 

$

27 

 


 


9.  Fair Value

 

Fair Value Measurements

 

The Financial Accounting Standards Board (FASB) Accounting Standards Codifications (ASC) 820-10, “Fair Value Measurements,” established a framework for measuring fair value and a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows:

 

Level 1

Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access.

 

 

Level 2

Inputs to the valuation methodology include:

 

         Quoted prices for similar assets or liabilities in active markets;

         Quoted prices for identical or similar assets or liabilities in inactive markets;

         Inputs other than quoted prices that are observable for the asset or liability;

         Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

 

 

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

 

 

Level 3

Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The asset’s or liability’s fair value measurement level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Other than those assets and liabilities described below that approximate fair value, there were no assets or liabilities measured at fair value on a recurring basis at March 31, 2013 or December 31, 2012.

 

Fair Values of Financial Instruments

 

We have evaluated the fair values of financial instruments and methods used to determine those fair values. The fair values of “Cash and cash equivalents,” “Short-term investments,” “Accounts receivable,” “Accounts payable,” and “Short-term debt” 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. The carrying amounts and estimated fair values for the remaining financial instruments, excluding investments accounted for under the equity method, consisted of the following:

 

 

March 31, 2013

 

December 31, 2012

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Amount

 

Value

 

Amount

 

Value

 

($ in millions)

 

 

 

 

 

 

 

 

 

 

 

 

Long-term investments

$

146 

 

$

181 

 

$

139 

 

$

174 

Long-term debt, including current maturities

 

(8,485)

 

 

(10,606)

 

 

(8,482)

 

 

(10,734)

 

 


Underlying net assets were used to estimate the fair value of investments with the exception of notes receivable, which are based on future discounted cash flows. The fair values of long-term debt were estimated based on quoted market prices or discounted cash flows using current interest rates for debt with similar terms, company rating, and remaining maturity.

 

The following table sets forth the fair value of long-term investment and long-term debt balances disclosed above by valuation technique level, within the fair value hierarchy (there were no level 3 valued assets or liabilities).

 

 

Level 1

 

Level 2

 

Total

 

($ in millions)

March 31, 2013

 

 

 

 

 

 

 

 

Long-term investments

$

44 

 

$

137 

 

$

181 

Long-term debt, including current maturities

 

(10,323)

 

 

(283)

 

 

(10,606)

 

 

 

 

 

 

 

 

 

December 31, 2012

 

 

 

 

 

 

 

 

Long-term investments

$

41 

 

$

133 

 

$

174 

Long-term debt, including current maturities

 

(10,450)

 

 

(284)

 

 

(10,734)

 

10.  Commitments and Contingencies

 

Lawsuits

 

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.  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 are known.

 

One of our customers, DuPont, has a rate reasonableness complaint pending before the STB alleging that our tariff rates for transportation of regulated movements are unreasonable.  We dispute this allegation.  Since June 1, 2009, we have been billing and collecting from DuPont amounts based on the challenged tariff rates.  We presently expect resolution of the DuPont case to occur in 2014 and believe the estimate of reasonably possible loss will not have a material effect on our financial position, results of operations, or liquidity.  With regard to rate cases, we record adjustments to revenues in the periods, if and when, such adjustments are probable and estimable.

 

On November 6, 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.  We believe the allegations in the complaints are without merit and intend to vigorously defend the cases.  We do not believe that the outcome of these proceedings will have a material effect on our financial position, results of operations, or liquidity.  A lawsuit filed on March 25, 2008, in the U.S. District Court for the District of Minnesota containing similar allegations against us and four other major railroads was voluntarily dismissed by the plaintiff subject to a tolling agreement entered into in August 2008.

 

 


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-related accidental injury and occupational claims are subject to the Federal Employers’ Liability Act (FELA), which is applicable only to railroads.  FELA’s fault-based 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 estimable.

 

Employee personal injury claims – The largest component of casualties and other claims expense is employee personal injury costs.  The independent actuarial firm engaged by us 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, which includes amounts for incurred but unasserted claims. We adjust the liability quarterly based upon our assessment and the results of the study. Our estimate of loss liabilities is subject to inherent limitation given the difficulty of predicting future events such as jury decisions, court interpretations, or legislative changes and as such the actual loss may vary from the estimated liability recorded.

 

Occupational claims – Occupational claims (including asbestosis and other respiratory diseases, as well as conditions allegedly related to repetitive motion) are often not caused by a specific accident or event but rather allegedly result from a claimed exposure over time.  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 into the future as far as can be reasonably determined.  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 claimsWe record a liability for third-party claims including those for highway crossing accidents, trespasser and other injuries, automobile liability, 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. The actuarial estimate includes a provision for claims that have been incurred but not reported. 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 its amount can be estimated reasonably.  Claims, if any, against third parties, for recovery of cleanup costs we have incurred are reflected as receivables (when collection is probable) in the Consolidated Balance Sheets and are not netted against the associated liability.  Environmental engineers regularly participate in ongoing evaluations of all known sites and in determining any necessary adjustments to liability estimates.  We have an Environmental Policy Council, composed of senior managers, to oversee and interpret our environmental policy.

 

Our Consolidated Balance Sheets include liabilities for environmental exposures of $48 million at March 31, 2013, and $42 million at December 31, 2012 (of which $12 million is classified as a current liability at the end of each period). At March 31, 2013, the liability represents our estimate of the probable cleanup, investigation, and remediation costs based on available information at 151 known locations and projects compared with 146 locations and projects at December 31, 2012. At March 31, 2013, ten sites accounted for $28 million of the liability, and no individual site was considered to be material. We anticipate that much of this liability will be paid out over five years; however, some costs will be paid out over a longer period.

 

At 21 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 (EPA) or comparable state authorities), estimates of our ultimate potential financial exposure for a given site or in the aggregate for all such sites are necessarily imprecise 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 in our traffic mix, particularly those classified as hazardous materials, pose special risks that we work diligently to minimize.  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 dealing with 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 obtain on behalf of ourself and our subsidiaries insurance for potential losses for third-party liability and first-party property damages.  We are currently self-insured up to $50 million and above $1.1 billion per occurrence for bodily injury and property damage to third parties and up to $25 million and above $175 million per occurrence for property owned by us or in our care, custody, or control.

 

Purchase Commitments

 

At March 31, 2013, we had outstanding purchase commitments totaling approximately $515 million for locomotives, track and yard expansion projects, track material, freight cars, and vehicle fleet additions, in connection with our capital programs through 2016.

 

11.  New Accounting Pronouncement

 

In the first quarter of 2013, we prospectively adopted Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.”  This update requires the disclosure of the effects of reclassifications out of Accumulated Other Comprehensive Loss on the respective line items in our Consolidated Statements of Income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, we are required to cross-reference other required GAAP disclosures to provide additional detail about those amounts.  These disclosures can be made on the face of the financial statement that reports net income or in the notes, provided all the information is disclosed in a single location.  However, an entity is prohibited from providing this information on the face of the statement that reports net income if it has items that are not reclassified in their entirety into net income.  This update does not change the requirement to present the components of net income and other comprehensive income in either a single continuous statement or two separate consecutive statements, nor does it change the items currently reported in other comprehensive income.




Report of Independent Registered Public Accounting Firm

 

 

The Board of Directors and Stockholders

Norfolk Southern Corporation:

 

We have reviewed the accompanying consolidated balance sheet of Norfolk Southern Corporation and subsidiaries as of March 31, 2013, and the related consolidated statements of income, comprehensive income and cash flows for the three-month periods ended March 31, 2013 and 2012. These consolidated financial statements are the responsibility of the Company’s management.

 

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

 

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Norfolk Southern Corporation and subsidiaries as of December 31, 2012, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for the year then ended (not presented herein); and in our report dated February 15, 2013, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2012, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

 

/s/KPMG LLP

KPMG LLP

Norfolk, Virginia

April 24, 2013

 


 


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 20,000 miles of road 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 operate the most extensive intermodal network in the East and are a major transporter of coal, automotive, and industrial products.  During the first quarter of 2013, we opened the Franklin County Regional Intermodal Facility in Greencastle, Pennsylvania.  This is the third Crescent Corridor-related facility we have opened since mid-2012, in order to position ourselves to handle increased intermodal volumes faster and more reliably.

 

Our first quarter net income improved to $450 million in 2013 from $410 million in 2012 and earnings per share grew to $1.41 from $1.23 in the prior year.  Net income and earnings per share were favorably impacted by the recognition of the gain from the sale of certain assets to the Michigan Department of Transportation, resulting in an after-tax benefit of $60 million, or $0.19 per share. 

 

Cash provided by operating activities for the first quarter of 2013 was $723 million, which along with cash on hand allowed for property additions, debt repayments, dividends, and share repurchases. In the first quarter of 2013, we repurchased approximately 0.5 million shares of Norfolk Southern common stock (Common Stock) at a total cost of $33 million. Since inception of our stock repurchase program in 2006, we have repurchased and retired 128.9 million shares of Common Stock at a total cost of $7.5 billion. At March 31, 2013, cash, cash equivalents, and short-term investments totaled $687 million.

 

SUMMARIZED RESULTS OF OPERATIONS

 

First quarter 2013 net income was $450 million, up $40 million, or 10%, compared with the same period last year. The increase resulted from higher non-operating income, primarily the gain on sale of land in Michigan as discussed above, which was partially offset by a $54 million decline in income from railway operations.  The decrease in income from railway operations reflected a $51 million, or 2%, decline in railway operating revenues as the softness in our coal business overshadowed intermodal and general merchandise revenue growth.  The railway operating ratio (a measure of the amount of operating revenues consumed by operating expenses) rose to 74.8% for the first quarter of 2013, compared with 73.3% for the first quarter of 2012.

 

Oil prices affect our results of operations in a variety of ways and can have an overall favorable or unfavorable impact in any particular period. In addition to the impact of oil prices on general economic conditions, volume, and supplier costs, oil prices directly affect our revenues through market-based fuel surcharges and contract escalators (see “Railway Operating Revenues”) and also affect fuel costs (see “Railway Operating Expenses”).  For the first quarter of 2013, excluding the impact of increased consumption, fuel surcharge revenue decreased while fuel expense increased.  Future changes in oil prices may cause volatility in operating results that could be material to a particular year or quarter.


 


DETAILED RESULTS OF OPERATIONS

 

Railway Operating Revenues

 

First quarter railway operating revenues were $2.7 billion in 2013, down $51 million or 2%, compared with the first quarter of 2012.  As shown in the following table, the decrease for the quarter was the result of lower average revenue per unit (which includes the effects of fuel surcharges), partially offset by higher volume.  Fuel surcharge revenue totaled $274 million for the first quarter of 2013 and $325 million for the first quarter of 2012.

 

 

First Quarter

 

2013 vs. 2012

 

Increase (Decrease)

 

($ in millions)

 

 

 

 

 

Revenue per unit

 

$

(136)

 

Traffic volume (units)

 

 

85 

 

 

 

 

 

 

  Total

 

$

(51)

 

 

Many of our negotiated fuel surcharges for coal and general merchandise shipments are based on the monthly average price of West Texas Intermediate Crude Oil (WTI Average Price). These surcharges are reset the first day of each calendar month based on the WTI Average Price for the second preceding calendar month. This two-month lag in applying WTI Average Price decreased fuel surcharge revenue by approximately $23 million for the first quarter of 2013 and approximately $26 million for the first quarter of 2012.

 

One of our customers, DuPont, has a rate reasonableness complaint pending before the Surface Transportation Board (STB) alleging that our tariff rates for transportation of regulated movements are unreasonable.  We dispute this allegation.  Since June 1, 2009, we have been billing and collecting from DuPont amounts based on the challenged tariff rates.  We presently expect resolution of the DuPont case to occur in 2014 and believe the estimate of reasonably possible loss will not have a material effect on our financial position, results of operations, or liquidity.  With regard to rate cases, we record adjustments to revenues in the periods, if and when, such adjustments are probable and estimable.

 

Revenues, units, and average revenue per unit for our market groups were as follows:

 

 

First Quarter

 

Revenues

 

Units

 

Revenue per Unit

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

($ in millions)

 

(in thousands)

 

($ per unit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Coal

$

635 

 

$

766 

 

343.2 

 

359.0 

 

$

1,850 

 

$

2,134 

General merchandise:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Chemicals

 

394 

 

 

362 

 

106.0 

 

96.0 

 

 

3,719 

 

 

3,772 

  Agriculture/consumer/gov’t

 

361 

 

 

370 

 

147.9 

 

152.3 

 

 

2,441 

 

 

2,429 

  Metals and construction

 

336 

 

 

342 

 

154.8 

 

165.5 

 

 

2,172 

 

 

2,068 

  Automotive

 

244 

 

 

226 

 

98.7 

 

96.3 

 

 

2,467 

 

 

2,345 

  Paper/clay/forest

 

195 

 

 

196 

 

76.6 

 

76.7 

 

 

2,539 

 

 

2,552 

General merchandise

 

1,530 

 

 

1,496 

 

584.0 

 

586.8 

 

 

2,619 

 

 

2,549 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intermodal

 

573 

 

 

527 

 

856.4 

 

785.0 

 

 

669 

 

 

671 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Total

$

2,738 

 

$

2,789 

 

1,783.6 

 

1,730.8 

 

 

1,535 

 

 

1,611 

 



Coal

 

Coal revenues decreased $131 million, or 17%, in the first quarter, compared with the same period last year, reflecting a 13% decline in average revenue per unit and a 4% decrease in carload volume.  Coal tonnage by market was as follows:

 

 

First Quarter

 

2013

 

2012

 

(tons in thousands)

 

 

 

 

 

 

Utility

 

23,958 

 

 

26,261 

Export

 

8,419 

 

 

6,724 

Domestic metallurgical

 

4,042 

 

 

4,572 

Industrial

 

1,800 

 

 

1,921 

 

 

 

 

 

 

  Total

 

38,219 

 

 

39,478 

 

The decline in coal tonnage for the first quarter of 2013 as compared to the same period of 2012 was driven primarily by the effects of natural gas displacement, resulting in higher than normal utility coal stockpiles that drove a 9% decrease in utility coal tonnage. Domestic metallurgical coal tonnage was down 12% in the first quarter due to the closure of a steel plant in the second half of 2012 and the continued decline in domestic steel production.  These declines were offset in part by a 25% increase in export coal tonnage in the first quarter, as an increase in Asian steel production resulted in a greater demand for metallurgical coal.  Export coal tonnage also reflected higher thermal coal shipments. 

 

Coal revenues for the remainder of the year are expected to be lower compared to last year due to lower average revenue per unit.

 

General Merchandise

 

General merchandise revenues increased $34 million, or 2%, in the first quarter, compared with the same period last year, driven by a 3% increase in average revenue per unit, partially offset by a marginal decrease in volumes.

 

Chemicals volume increased 10% in the first quarter, a result of higher shipments of crude oil originated from the Bakken and Canadian oil fields.

 

Agriculture, consumer products, and government volume decreased 3% in the first quarter, reflecting reduced corn shipments due to customer sourcing changes and an ethanol plant closure during the fourth quarter of 2012.

 

Metals and construction volume decreased 6% in the first quarter, reflecting fewer iron and steel carloads (due to a steel plant closure), reduced scrap metal shipments (led by weakening demand), and fewer shipments of aggregates (due to weak market conditions in road/highway construction as well as fewer movements of scrubber stone as a result of lower utility coal burn).

 

Automotive volume grew 2% in the first quarter, primarily a result of new business from existing customers (including both finished vehicles and auto parts).

 

Paper, clay, and forest products volume was relatively flat during the first quarter.

 

General merchandise revenues for the remainder of the year are expected to be higher compared to last year due to improved average revenue per unit and higher volumes.

 



Intermodal

 

Intermodal revenues increased $46 million, or 9%, in the first quarter, compared with the same period last year, reflecting a 9% increase in volumes.  The increase in intermodal volumes was primarily due to a 10% improvement in domestic volume (which includes truckload and intermodal marketing companies) as a result of continued highway conversions.  We also experienced a 13% growth in international volume due to an improving economy and additional business associated with the opening of new intermodal terminals.

 

Intermodal revenues for the remainder of the year are expected to be higher compared to last year due to higher volumes and improved average revenue per unit.

 

Railway Operating Expenses

 

First quarter railway operating expenses were $2.0 billion in 2013, up $3 million compared to the same period last year.

 

Fuel expense, which includes the cost of locomotive fuel as well as other fuel used in railway operations, increased $16 million, or 4%. The increase was principally the result of higher fuel consumption (locomotive fuel consumption was up 2%), which had an impact of $9 million, as well as increased fuel prices (locomotive fuel prices rose 1%), which had an impact of $7 million.

 

Depreciation expense increased $3 million, or 1%, reflecting the effects of a larger capital base that more than offset the results of a recently completed equipment depreciation study.  The impact of the study was a decrease to depreciation expense in the first quarter of $8 million, primarily due to lower depreciation rates.  This impact is expected to continue for the remainder of the year, but to be more than offset by the effects of an increased capital base.

 

Purchased services and rents includes the costs of services provided by outside contractors, the net costs of operating joint (or leased) facilities with other railroads and the net cost of equipment rentals. This category of expenses rose $2 million, or 1%, driven by higher professional fees and automotive and joint facilities costs, offset in part by lower engineering and haulage costs.

 

The following table shows the components of purchased services and rents expenses:

 

 

First Quarter

 

2013

 

2012

 

($ in millions)

 

 

 

 

 

 

Purchased services

$

321 

 

$

318 

Equipment rents

 

72 

 

 

73 

 

 

 

 

 

 

  Total

$

393 

 

$

391 

 

 

 

 

 

 

Materials and other expenses (including the estimates of costs related to personal injury, property damage, and environmental matters) decreased $12 million, or 5%, reflecting lower materials usage associated with equipment and roadway repairs.




The following table shows the components of materials and other expenses:

 

 

First Quarter

 

2013

 

2012

 

($ in millions)

 

 

 

 

 

 

Materials

$

101 

 

$

112 

Casualties and other claims

 

35 

 

 

38 

Other

 

82 

 

 

80 

 

 

 

 

 

 

  Total

$

218 

 

$

230 

 

Compensation and benefits expense decreased $6 million, or 1%, reflecting changes in:

         employee activity levels (down $14 million),

         payroll taxes (down $7 million), and 

         pay rates (up $15 million).

 

Other Income – Net

 

Other income – net increased $106 million in the first quarter, reflecting a $97 million land sale gain in Michigan and higher net returns from corporate-owned life insurance (up $7 million).

 

Provision for Income Taxes

 

The effective income tax rate for the first quarter of 2013 was 35.4%, compared with 37.3% for the same period last year.  The decrease was primarily due to $9 million in income tax benefits we recognized in the first quarter of 2013 for certain tax credits retroactively reinstated by the American Taxpayer Relief Act of 2012, which was signed into law on January 2, 2013, and higher net returns from corporate-owned life insurance.

 

Fifty-percent bonus depreciation was allowed for federal income taxes in 2012.  The American Taxpayer Relief Act of 2012 extended fifty-percent bonus depreciation for 2013.  While bonus depreciation does not affect our total provision for income taxes or effective rate, we expect the absence of bonus depreciation to increase current income tax expense and the related cash outflows for the payment of income taxes beginning in 2014.

 

IRS examinations have been completed for all years prior to 2011.  We expect the IRS will begin auditing our 2011 and 2012 consolidated income tax returns in late 2013.

 

FINANCIAL CONDITION AND LIQUIDITY

 

Cash provided by operating activities, our principal source of liquidity, was $723 million for the first quarter of 2013 compared with $1.0 billion for the same period of 2012, primarily reflecting the reduction of accounts payable and lower operating results.  We had working capital of $419 million at March 31, 2013, compared with $161 million at December 31, 2012, primarily reflecting lower short-term debt.  Cash, cash equivalents, and short-term investment balances totaled $687 million at March 31, 2013, and were invested in accordance with our corporate investment policy as approved by our Board of Directors. The portfolio contains securities that are subject to market risk.  There are no limits or restrictions on our access to the assets.  We expect cash on hand combined with cash provided by operating activities will be sufficient to meet our ongoing obligations.  There have been no material changes to the information on our future obligations contained in our Form 10-K for the year ended December 31, 2012.

 



Cash used in investing activities was $366 million for the first quarter of 2013, compared with $436 million in the same period last year, primarily reflecting a decrease in property additions.

 

The Crescent Corridor consists of a program of projects for infrastructure and other facility improvements geared toward creating a seamless, high-capacity intermodal route spanning 11 states from New Jersey to Louisiana and offering truck-competitive service along several major interstate highway corridors, including I-81, I-85, I-20, I-40, I-59, I-78, and I-75.  Based on the public benefits that stand to be derived in the form of highway congestion relief, we will continue to implement certain elements of the Crescent Corridor through a series of public-private partnerships.  Currently, the Crescent Corridor has received or expects to receive a total of $305 million in public capital funding commitments from the Commonwealths of Pennsylvania and Virginia, the State of Tennessee, the federal TIGER Stimulus Program and other federal funding sources related to projects in Alabama, Pennsylvania, Tennessee, and North Carolina.  With respect to the private funding component, we currently anticipate spending up to $339 million for the substantial completion of work on these projects, which is now expected in 2015 based on business considerations.  This includes planned investments of approximately $87 million for the remainder of 2013 and approximately $57 million thereafter through 2015.  If and when capacity warrants, additional improvements and expansions beyond these amounts may be made to the Crescent Corridor.

 

Cash used in financing activities was $338 million in the first quarter of 2013 compared with $46 million in the same period last year. The change includes the absence of proceeds from borrowings, offset in part by lower share repurchases.  We repurchased approximately 0.5 million shares, totaling $33 million, in the first quarter of 2013, compared to 5.7 million shares, totaling $400 million, in 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.  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 45.6% at March 31, 2013 and 47.1% at December 31, 2012.

 

We have authority from our Board of Directors to issue an additional $600 million of debt or equity securities through public or private sale.  We have on file with the Securities and Exchange Commission a Form S-3 automatic shelf registration statement for well-known seasoned issuers under which securities may be issued pursuant to this authority.

 

We also have in place and available a $750 million, five-year credit agreement expiring in 2016, which provides for borrowings at prevailing rates and includes covenants.  We had no amounts outstanding under this facility at   March 31, 2013, and are in compliance with all of our covenants.  In October 2012, we renewed our $350 million accounts receivable securitization program with a 364-day term to run until October 2013. There was $100 million and $300 million outstanding under this program at March 31, 2013 and December 31, 2012, respectively.

 



APPLICATION OF CRITICAL ACCOUNTING ESTIMATES

 

The preparation of financial statements in accordance with U.S. Generally Accepted Accounting Principles (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 significant 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.  We regularly discuss the development, selection, and disclosures concerning critical accounting estimates with the Audit Committee of our Board of Directors. There have been no significant changes to the application of critical accounting estimates disclosure contained in our Form 10-K at December 31, 2012.

 

OTHER MATTERS

 

Labor Agreements

 

More than 80% of our railroad employees are covered by collective bargaining agreements with various labor unions. These agreements remain in effect until changed pursuant to the Railway Labor Act.  We largely bargain nationally in concert with other major railroads, represented by the National Carriers Conference Committee (NCCC).  Moratorium provisions in the labor agreements govern when the railroads and the unions may propose changes.

 

We and the NCCC have concluded the round of bargaining that began in 2009 and reached agreements that extend through December 31, 2014 with all applicable labor unions.  With regard to the Wheelersburg (Ohio) Terminal workers who are represented by the Brotherhood of Maintenance of Way Employes Division (BMWED), negotiations are underway and mediation under the auspices of the National Mediation Board is expected to begin in mid-2013.

 

Market Risks

 

We manage overall exposure to fluctuations in interest rates by issuing both fixed- and floating-rate debt instruments. At March 31, 2013, debt subject to interest rate fluctuations totaled $100 million. A one-percentage point increase in interest rates would increase total annual interest expense related to all variable debt by $1 million.  We consider it unlikely that interest rate fluctuations applicable to these instruments will have a material adverse effect on our financial position, results of operations, or liquidity.

 

Environmental Matters

 

We are subject to various jurisdictions’ environmental laws and regulations.  We record a liability where such liability or loss is probable and its amount can be estimated reasonably. Claims, if any, against third parties for recovery of cleanup costs we have incurred, are reflected as receivables (when collection is probable) in the Consolidated Balance Sheets and are not netted against the associated liability. Environmental engineers regularly participate in ongoing evaluations of all known sites and in determining any necessary adjustments to liability estimates.  We have an Environmental Policy Council, composed of senior managers, to oversee and interpret our environmental policy.

 

Our Consolidated Balance Sheets include liabilities for environmental exposures of $48 million at

March 31, 2013, and $42 million at December 31, 2012 (of which $12 million is classified as a current liability at the end of each period).  At March 31, 2013, the liability represents our estimate of the probable cleanup,

 


investigation, and remediation costs based on available information at 151 known locations and projects. At that date, ten sites accounted for $28 million of the liability, and no individual site was considered to be material. We anticipate that much of this liability will be paid out over five years; however, some costs will be paid out over a longer period.

 

At 21 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 joint liability.

 

With respect to known environmental sites (whether identified by us or the EPA, or comparable state authorities), estimates of our ultimate potential financial exposure for a given site or in the aggregate for all such sites are necessarily imprecise because of the widely varying costs of currently available cleanup techniques, unpredictable contaminant recovery and reduction rates associated with available clean-up 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. We estimate our environmental remediation liability on a site-by-site basis, using assumptions and judgments we deem appropriate for each site. As a result, it is not practical to quantitatively describe the effects of changes in these many assumptions and judgments. We have consistently applied our methodology of estimating our environmental liabilities.

 

Based on the assessment of facts and circumstances now known, we believe we have recorded the probable and reasonably estimable costs for dealing with 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.

 

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, most of our capital is 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

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that may be identified by the use of words like “believe,” “expect,” “anticipate,” “estimate,” “plan,” “consider,” “project, and similar references to the future.  Forward-looking statements reflect our good-faith evaluation of information currently available.

 

However, such statements are dependent on and, therefore, can be influenced by, a number of external variables over which we have little or no control, including: transportation of hazardous materials as a common carrier by rail; acts of terrorism or war; general economic conditions including, but not limited to, fluctuation and competition within the industries of our customers; competition and consolidation within the transportation industry; the operations of carriers with which we interchange; disruptions to our technology infrastructure, including computer systems; labor difficulties, including strikes and work stoppages; commercial, operating, environmental, and climate change legislative and regulatory developments; results of litigation; natural events such as severe weather, hurricanes, and floods; unpredictable demand for rail services; fluctuation in supplies and prices of key materials, in particular diesel fuel; and changes in securities and capital markets.  For a discussion of significant risk factors applicable to our business, see Part II, Item 1A “Risk Factors.”  Forward-looking statements are not, and should not be relied upon as, a guarantee of future performance or results, nor will they necessarily prove to be accurate indications of the times at or by which any such performance or results will be achieved. As a result, actual outcomes and results may differ materially from those expressed in forward-looking statements.  We undertake no obligation to update or revise forward-looking statements.

 

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 “Market Risks.”

 

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, 2013.  Based on such evaluation, our officers have concluded that, at March 31, 2013, our disclosure controls and procedures are 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 2013, 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.


 


PART II. OTHER INFORMATION

 

 

Item 1.  Legal Proceedings

 

On November 6, 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.  On June 21, 2012, the court certified the case as a class action.  The defendant railroads have appealed such certification, and a decision by the court to either reject the appeal outright or proceed with ruling on its merits is pending.  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.  A lawsuit containing similar allegations against us and four other major railroads that was filed on March 25, 2008, in the U.S. District Court for the District of Minnesota was voluntarily dismissed by the plaintiff subject to a tolling agreement entered into in August 2008.

 

We received a Notice of Violation (NOV) issued by the Tennessee Department of Environmental Conservation concerning soil runoff in connection with construction of the Memphis Regional Intermodal Facility in Rossville, Tennessee.  Although we will contest liability and the imposition of any penalties, this matter is described here consistent with SEC rules and requirements concerning governmental proceedings with respect to environmental laws and regulations. We do not believe that the outcome of this proceeding will have a material effect on our financial position, results of operations, or liquidity.

 

Item 1A. Risk Factors

 

The risk factors included in our 2012 Form 10-K remain unchanged and are incorporated herein by reference.

 


 


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

 

 

 

 

 

 

(c) Total

 

 

 

 

 

 

 

 

 

Number of

 

(d) Maximum

 

 

 

 

 

 

 

Shares

 

Number (or

 

 

 

 

 

 

 

(or Units)

 

Approximate

 

 

 

 

 

 

 

Purchased

 

Dollar Value)

 

 

 

(a) Total

 

 

 

as Part of

of Shares (or Units)

 

 

Number

 

(b) Average

 

Publicly

that may yet be

 

 

of Shares

 

Price Paid

 

Announced

purchased under

 

 

(or Units)

 

per Share

 

Plans or

 

the Plans or

 

Period

 

Purchased

(1)

(or Unit)

 

Programs

(2)

Programs

(2)

 

 

 

 

 

 

 

 

 

 

January 1-31, 2013

 

193,509 

 

$69.59

 

192,344 

 

46,395,267

 

 

 

 

 

 

 

 

 

 

 

February 1-28, 2013

 

290,220 

 

$69.41

 

282,654 

 

46,112,613

 

 

 

 

 

 

 

 

 

 

 

March 1-31, 2013

 

13,119 

 

$74.89

 

- 

 

46,112,613

 

 

 

 

 

 

 

 

 

 

 

       Total

 

496,848 

 

 

 

474,998 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Of this amount, 21,850 represents shares tendered by employees in connection with the exercise of options under the stockholder-approved Long-Term Incentive Plan.

(2)

Our Board of Directors authorized a share repurchase program, pursuant to which up to 125 million shares of Common Stock could be purchased through December 31, 2014.  On August 1, 2012, our Board of Directors authorized the repurchase of up to an additional 50 million shares of Common Stock through December 31, 2017.

 

Item 6. Exhibits

 

See Exhibit Index beginning on page 30 for a description of the exhibits filed as part of this report.


 


SIGNATURES

 

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.

 

 

 

 

 

 

 

NORFOLK SOUTHERN CORPORATION

Registrant

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date:

 

April 24, 2013

 

/s/C.H. Allison, Jr.

C. H. Allison, Jr.

Vice President and Controller

(Principal Accounting Officer) (Signature)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date:

 

April 24, 2013

 

/s/Howard D. McFadden

Howard D. McFadden

Corporate Secretary (Signature)


 


EXHIBIT INDEX

 

3(ii)

 

The Bylaws of Norfolk Southern Corporation, as amended February 13, 2013, are incorporated herein by reference to Exhibit 3(ii) to Norfolk Southern Corporation’s Form 8-K filed on February 19, 2013.

 

 

 

15*

 

Letter regarding unaudited interim financial information.

 

 

 

31-A*

 

Rule 13a-14(a)/15d-014(a) CEO Certifications.

 

 

 

31-B*

 

Rule 13a-14(a)/15d-014(a) CFO Certifications.

 

 

 

32*

 

Section 1350 Certifications.

 

 

 

101*

 

The following financial information from Norfolk Southern Corporation’s Quarterly Report on Form 10-Q for the first quarter of 2013, formatted in Extensible Business Reporting Language (XBRL) includes (i) the Consolidated Statements of Income for the first quarters of 2013 and 2012; (ii) the Consolidated Statements of Comprehensive Income for the first quarters of 2013 and 2012; (iii) the Consolidated Balance Sheets at March 31, 2013, and December 31, 2012; (iv) the Consolidated Statements of Cash Flows for the first quarters of 2013 and 2012; and (v) the Notes to Consolidated Financial Statements.

 

 

 

* Filed herewith.