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, moving goods and
materials that help drive the U.S. economy. We connect customers to markets and
communities to economic opportunity with safe, reliable, and cost-effective
shipping solutions. Our Norfolk Southern Railway Company subsidiary operates in
22 states and the District of Columbia. We are a major transporter of industrial
products, including agriculture, forest and consumer products, chemicals, and
metals and construction materials. In addition, in the East we serve every major
container port and operate the most extensive intermodal network. We are also a
principal carrier of coal, automobiles, and automotive parts.

Strong revenue growth drove operating income improvement in the second quarter.
Although lower network velocity contributed to volume declines compared to prior
year, higher fuel surcharge revenues and pricing gains led to revenue per unit
growth that more than offset the impact of lower volume. The increase in fuel
commodity prices also led to higher fuel expense. The net impact of fuel prices
on revenues and expenses, coupled with lower current-year gains on operating
property sales, contributed to the degradation of the railway operating ratio (a
measure of the amount of operating revenues consumed by operating expenses).
While network fluidity remained challenged, we are taking the steps necessary
for service restoration. These efforts include recruiting, training, and
retaining our transportation crews as well as evolving our operating plan, with
the goal of improving service for our customers.

The COVID-19 pandemic continues to impact the U.S. and global economies and has
resulted in ongoing supply chain challenges. We are monitoring and reacting to
the evolving nature of the pandemic, governmental responses, and their impacts
on our business, including employee availability. We remain committed to
protecting our employees, operating safely, and providing excellent
transportation service products for our customers.

SUMMARIZED RESULTS OF OPERATIONS



                                                 Second Quarter                                         First Six Months
                                   2022             2021             % change              2022              2021             % change
                                                                ($ in

millions, except per share amounts)



Income from railway operations  $ 1,271          $ 1,167                9%             $   2,356          $ 2,182                8%
Net income                      $   819          $   819                -%             $   1,522          $ 1,492                2%
Diluted earnings per share      $  3.45          $  3.28                5%             $    6.37          $  5.94                7%
Railway operating ratio
(percent)                          60.9             58.3                4%                  61.8             59.9                3%



Income from railway operations increased in both periods due to higher railway
operating revenues. Revenue growth was driven by higher fuel surcharge revenues
and pricing gains, which exceeded the impact of a 3% and 4% volume decline in
the second quarter and first six months, respectively. The rise in revenues was
offset in part by increased railway operating expenses, driven by higher fuel
prices, other inflationary pressures, service-related costs, lower gains on the
sale of operating properties, and higher claims-related expenses. Offsetting the
growth in income from railway operations were lower net returns on
corporate-owned life insurance (COLI) and higher income taxes. Our share
repurchase activity resulted in the percentage increase in diluted earnings per
share that exceeded that of net income.



                                       19

--------------------------------------------------------------------------------

DETAILED RESULTS OF OPERATIONS

Railway Operating Revenues

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


                                             Second Quarter                                            First Six Months
Revenues                      2022              2021              % change               2022              2021              % change
Merchandise:
Agriculture, forest and
consumer products          $    624          $    578                8%              $   1,197          $  1,117                7%
Chemicals                       552               494                12%                 1,050               953                10%
Metals and construction         420               402                4%                    795               772                3%
Automotive                      257               206                25%                   483               446                8%
Merchandise                   1,853             1,680                10%                 3,525             3,288                7%
Intermodal                      972               801                21%                 1,826             1,520                20%
Coal                            425               318                34%                   814               630                29%
Total                      $  3,250          $  2,799                16%             $   6,165          $  5,438                13%


Units
Merchandise:
Agriculture, forest and
consumer products                183.6                187.7              (2%)                 361.2                366.0              (1%)
Chemicals                        140.0                133.7               5%                  269.4                260.7               3%
Metals and construction          163.9                176.3              (7%)                 311.9                331.3              (6%)
Automotive                        85.7                 82.3               4%                  166.9                176.0              (5%)
Merchandise                      573.2                580.0              (1%)               1,109.4              1,134.0              (2%)
Intermodal                     1,016.5              1,062.6              (4%)               1,973.0              2,079.0              (5%)
Coal                             166.1                173.2              (4%)                 331.7                339.7              (2%)
Total                          1,755.8              1,815.8              (3%)               3,414.1              3,552.7              (4%)

Revenue per Unit

Merchandise:


  Agriculture, forest and consumer products    $ 3,398      $ 3,076       10%     $ 3,314      $ 3,051       9%
  Chemicals                                      3,941        3,691       7%        3,897        3,654       7%
  Metals and construction                        2,560        2,285       12%       2,548        2,332       9%
  Automotive                                     3,007        2,507       20%       2,894        2,534       14%
  Merchandise                                    3,233        2,896       12%       3,177        2,899       10%
  Intermodal                                       955          754       27%         925          731       27%
  Coal                                           2,562        1,837       39%       2,455        1,854       32%
  Total                                          1,851        1,542       20%       1,806        1,531       18%




                                       20

--------------------------------------------------------------------------------



Railway operating revenues increased $451 million in the second quarter and $727
million for the first six months compared with the same periods last year. The
table below reflects the components of the revenue change by major commodity
group ($ in millions).

                                        Second Quarter                              First Six Months
                            Merchandise       Intermodal      Coal       Merchandise       Intermodal      Coal
                                                            Increase (Decrease)

Volume                     $        (20)     $      (35)     $ (13)     $        (71)     $      (77)     $ (15)
Fuel surcharge revenue              121             136         16               188             209         23
Rate, mix and other                  72              70        104               120             174        176

Total                      $        173      $      171      $ 107      $        237      $      306      $ 184



Approximately 95% of our revenue base is covered by contracts that include
negotiated fuel surcharges. Revenues associated with these surcharges totaled
$421 million and $148 million in the second quarters of 2022 and 2021,
respectively, and $665 million and $245 million for the first six months of 2022
and 2021, respectively. The increase in fuel surcharge revenues is driven by
higher fuel commodity prices. Should the current fuel price environment persist
for the remainder of 2022, we expect fuel surcharge revenue to continue to be
higher than 2021.

Merchandise

Merchandise revenues increased in both periods due to higher average revenue per
unit, driven by higher fuel surcharge revenue and increased pricing, partially
offset by decreased volume. Volumes fell in both periods as declines in metals
and construction and agriculture, forest, and consumer products shipments more
than offset higher chemical shipments.

Agriculture, forest and consumer products volume decreased in both periods, as
declines in corn, fertilizers, and pulp more than offset increases in soybeans
and feed. Decreased corn and pulp shipments were due to service disruptions.
Lower fertilizer shipments were due to high fertilizer prices causing customers
to draw down on existing inventories or delay purchases. Soybean volumes were
higher due to increased opportunity for exports and feed shipments were up
because of increased customer demand.

Chemicals volume rose in both periods due to growth in shipments of sand and solid waste, driven by growth with existing customers.



Metals and construction volume fell in both periods, largely the result of
decreased shipments of coil steel, iron and steel, aggregates, scrap metal, and
cement driven by commodity pricing, service disruptions and slower equipment
cycle times.

Automotive volume increased in the second quarter but decreased for the first
six months. Higher shipments in the second quarter were primarily due to
production shutdowns in the prior year caused by parts supply issues. Volumes
for the first six months were impacted by plant shutdowns, as a result of the
global microchip shortage, and slower equipment cycle times.

Merchandise revenues for the remainder of the year are expected to be higher due
to increased average revenue per unit, driven by higher fuel surcharge revenue
and pricing gains, and volume growth.


                                       21

--------------------------------------------------------------------------------

Intermodal



Intermodal revenues increased in both periods, driven by higher average revenue
per unit, a result of higher fuel surcharge revenues, pricing gains and storage
service charges, partially offset by lower volume.

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


                                                      Second Quarter                                                    First Six Months
                                    2022                   2021                 % change                2022                    2021               % change

Domestic                              670.4                   661.9                1%                  1,323.8                 1,300.9                2%
International                         346.1                   400.7              (14%)                   649.2                   778.1              (17%)

Total                               1,016.5                 1,062.6               (4%)                 1,973.0                 2,079.0               (5%)



Domestic volume rose slightly due to strong demand, partially offset by service
disruptions and limited chassis availability. International volume decreased as
supply chain constraints with terminals, ports, labor, and chassis availability,
as well as excess inventory in the warehousing retail sector more than offset
strong consumer demand.

Intermodal revenues for the remainder of the year are expected to rise, driven
by increased fuel surcharge revenue, volume growth, and pricing gains, partially
offset by lower storage service revenues.

Coal



Coal revenues increased in both periods due to higher average revenue per unit,
driven by pricing gains and higher fuel surcharge revenue, partially offset by
lower volume.

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



                                                           Second Quarter                                                  First Six Months
                                          2022                  2021                % change               2022                    2021               % change

Utility                                    8,267                  8,563               (3%)                 17,228                  17,109                1%
Export                                     6,514                  6,580               (1%)                 12,928                  13,273               (3%)
Domestic metallurgical                     2,782                  3,325              (16%)                  5,212                   5,812              (10%)
Industrial                                 1,083                    871               24%                   1,886                   1,770                7%

Total                                     18,646                 19,339               (4%)                 37,254                  37,964               (2%)



Coal tonnage declined in both periods primarily due to decreased domestic
metallurgical tonnage. While utility tonnage increased slightly for the first
six months, it experienced a decrease in the second quarter due to service
disruptions and tight coal supply. Export tonnage decreased due to service
disruptions and tight coal supply. Domestic metallurgical coal tonnage fell due
to reduced coke shipments related to customer sourcing changes. Industrial coal
tonnage increased in both periods due to increased demand.

Coal revenues for the remainder of the year are expected to rise due to increased volumes.




                                       22

--------------------------------------------------------------------------------

Railway Operating Expenses



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

                                            Second Quarter                           First Six Months
                                   2022         2021        % change         2022          2021        % change

Compensation and benefits $ 614 $ 624 (2%) $

1,233 $ 1,235 -%

Purchased services and rents 481 429 12%


    918          822          12%
  Fuel                               408          188         117%              709          365          94%
  Depreciation                       304          294          3%               606          586          3%
  Materials and other                172           97          77%              343          248          38%

  Total                          $ 1,979      $ 1,632          21%        $   3,809      $ 3,256          17%


Compensation and benefits expense decreased in both periods as follows:



•incentive and stock-based compensation (down $32 million for the quarter and
$24 million for the first six months),
•employee activity levels (up $2 million for the quarter but down $15 million
for the first six months),
•overtime (up $4 million for the quarter and $13 million for the first six
months),
•increased pay rates (up $11 million for the quarter and $21 million for the
first six months), and
•other (up $5 million for the quarter and $3 million for the first six months).

Average rail headcount for the quarter was up by over 100 compared with the second quarter of 2021, and up over 600 compared with the fourth quarter of 2021.



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

                                  Second Quarter                              First Six Months
                          2022          2021       % change            2022            2021       % change

Purchased services   $    387          $ 352          10%        $     736            $ 670          10%
Equipment rents            94             77          22%              182              152          20%

Total                $    481          $ 429          12%        $     918            $ 822          12%



Purchased services increased in both periods due to inflationary pressures which
resulted in higher intermodal-related expenses, increased operational and
transportation expenses, as well as, higher technology-related costs. Equipment
rents increased in both periods as lower network fluidity led to greater
time-and-mileage expenses and increased automotive equipment expenses.
Additionally, both periods had lower equity in TTX earnings.

Fuel expense, which includes the cost of locomotive fuel as well as other fuel
used in railway operations, increased in both periods due to higher locomotive
fuel prices (up 124% in the second quarter and 102% in the first six months),
partially offset by decreased consumption (down 3% in both the second quarter
and first six months). Should the current fuel price environment persist for the
remainder of 2022, we expect fuel expenses to continue to be higher compared to
2021.


                                       23

--------------------------------------------------------------------------------



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

                         Second Quarter                               First Six Months
                  2022           2021      % change            2022            2021       % change

Materials   $      70           $ 61          15%        $     132            $ 122          8%
Claims             64             43          49%              113               81          40%
Other              38             (7)        643%               98               45         118%

Total       $     172           $ 97          77%        $     343            $ 248          38%



Materials expense increased in both periods due to increased track and freight
car materials costs. Locomotive maintenance costs were also higher in the second
quarter. Claims expense increased in both periods as a result of higher costs
associated with personal injuries, environmental remediation matters, and
derailments. Other expense increased in both periods due to lower gains from
operating property sales and litigation-related expenses. Gains from operating
property sales totaled $28 million and $67 million for the second quarters of
2022 and 2021, respectively, and $34 million and $71 million in the first six
months of 2022 and 2021, respectively.

Other income (expense) - net



Other income (expense) - net decreased $49 million in the second quarter and
$61 million for the first six months. Both periods experienced lower net returns
on COLI partially offset by a higher net pension benefit.

Income taxes



The second-quarter and six month effective tax rates for 2022 were 24.7% and
23.9%, compared with 21.3% and 21.8%, respectively, for the same periods last
year. The increases in the effective rates for 2022 reflect lower returns on
COLI and lower tax benefits on stock-based compensation. Additionally, in 2021,
we recognized a $23 million reduction in deferred taxes associated with a state
tax law change.

On July 8, 2022, House Bill 1342 was signed into law in the Commonwealth of
Pennsylvania, making significant changes to its corporate income tax rate. The
bill reduces its corporate income tax rate from 9.99% to 4.99%, with reductions
occurring in phases beginning each tax year from January 1, 2023 through January
1, 2031. GAAP requires companies to recognize the effect of tax law changes in
the period of enactment. As a result, it is expected that there will be a
decrease in "Deferred income taxes" on the Consolidated Balance Sheet and a
corresponding decrease in "Income taxes" on the Income Statement in the third
quarter of 2022. We currently estimate that the impact will be approximately
$135 million.

FINANCIAL CONDITION AND LIQUIDITY



Cash provided by operating activities, our principal source of liquidity, was
$2.0 billion for the first six months of 2022, compared with $2.1 billion for
the same period of 2021. We had working capital of $248 million and negative
working capital of $354 million at June 30, 2022 and December 31, 2021,
respectively. Cash and cash equivalents totaled $1.3 billion at June 30, 2022.

Cash used in investing activities was $714 million for the first six months of
2022, compared with $529 million for the same period last year. The increase was
primarily driven by higher property additions.

Cash used in financing activities was $877 million for the first six months of
2022, while $1.0 billion was used in financing activities for the same period
last year, reflecting increased proceeds from borrowing partially offset by
higher debt repayments and dividends. We repurchased $1.5 billion of Common
Stock in the first six months of both 2022 and 2021.  On March 29, 2022, our
Board of Directors authorized a new program for the repurchase of

                                       24

--------------------------------------------------------------------------------



up to an additional $10.0 billion of Common Stock beginning April 1, 2022. Our
previous share repurchase program terminated on March 31, 2022. The timing and
volume of future share repurchases will be guided by our assessment of market
conditions and other pertinent factors. Repurchases may be executed in the open
market, through derivatives, accelerated repurchase and other negotiated
transactions and through plans designed to comply with Rule 10b5-1(c) and Rule
10b-18 under the Securities and Exchange Act of 1934. Any near-term purchases
under the program are expected to be made with internally-generated cash, cash
on hand, or proceeds from borrowings.

Our debt-to-total capitalization ratio was 53.4% at June 30, 2022, and 50.4% at December 31, 2021.

In June 2022, we issued $750 million of 4.55% senior notes due 2053.



In May 2022, we renewed our accounts receivable securitization program with a
maximum borrowing capacity of $400 million. The term expires in May 2023. We had
no amounts outstanding under this program and our available borrowing capacity
was $400 million at both June 30, 2022, and December 31, 2021.

In February 2022, we issued $600 million of 3.00% senior notes due 2032 and $400 million of 3.70% senior notes due 2053.



We also have in place and available an $800 million credit agreement expiring in
March 2025, which provides for borrowings at prevailing rates and includes
covenants. We had no amounts outstanding under this facility at June 30, 2022 or
December 31, 2021.

In addition, we have investments in general purpose corporate-owned life insurance policies and had the ability to borrow against these policies up to $630 million and $715 million at June 30, 2022 and December 31, 2021, respectively.



We expect cash on hand combined with cash provided by operating activities will
be sufficient to meet our ongoing obligations. In addition, we believe our
currently-available borrowing capacity, access to additional financing, and
ability to reduce or defer expenditures on property additions and decrease
shareholder distributions, including share repurchases, provide additional
flexibility to meet our ongoing obligations. Nonetheless, we are monitoring the
ongoing impacts of the COVID-19 pandemic, which could lead to a decline of cash
inflows from operations. There have been no material changes to the information
on future contractual obligations, including those that may have material cash
requirements, contained in our Form 10-K for the year ended December 31, 2021,
with the exception of additional senior notes (see Note 7) and approximately
$1.0 billion of additional unconditional purchase obligations, which extend
through 2025.

CRITICAL ACCOUNTING ESTIMATES



The preparation of financial statements in accordance with GAAP requires us to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenue and expenses
during the reporting period. These estimates and assumptions may require
judgment about matters that are inherently uncertain, and future events are
likely to occur that may require us to make changes to these estimates and
assumptions. Accordingly, we regularly review these estimates and assumptions
based on historical experience, changes in the business environment, and other
factors we believe to be reasonable under the circumstances.  There have been no
significant changes to the critical accounting estimates contained in our Form
10-K at December 31, 2021.


                                       25

--------------------------------------------------------------------------------

OTHER MATTERS

Labor Agreements



Approximately 80% of our railroad employees are covered by collective bargaining
agreements with various labor unions. Pursuant to the Railway Labor Act, these
agreements remain in effect until new agreements are reached, or until the
bargaining procedures mandated by the Railway Labor Act are completed.
Moratorium provisions in the labor agreements govern when the railroads and
unions may propose changes to the agreements. We largely bargain nationally in
concert with other major railroads, represented by the National Carriers'
Conference Committee. After management and the unions served their formal
proposals in November 2019 for changes to the collective bargaining agreements,
negotiations began in 2020 following the expiration of the last moratorium. On
June 17, 2022, the National Mediation Board notified the parties that all
practical methods of ending the dispute had been exhausted without effecting a
settlement and that its mediation services had been terminated. Although
negotiations between the parties continue, this release allowed either party to
engage in self-help (strike or lockout) after a 30-day cooling off period.
However, because the dispute threatens to interrupt commerce and deprive certain
segments of the domestic economy of essential transportation service, President
Biden created Presidential Emergency Board (PEB) No. 250, effective July 18,
2022, to investigate the facts of the dispute and make recommendations. The
creation of the PEB delays any potential self-help for 60 days while the PEB
makes recommendations (expected 30 days from the date the PEB was created) and
the parties engage in further negotiations (for a period of 30 days). The
outcome of the negotiations cannot be determined at this time; however, if the
dispute is not resolved during this final period of negotiations and either
party rejects the recommendations of the PEB, self-help could occur in
mid-September. As has occurred during prior labor agreement negotiations, the
parties could potentially reach an agreement during post-PEB negotiations, or
Congress could take legislative action to preempt self-help and avert a service
disruption. A service disruption, depending on the duration, could have a
material adverse effect on our financial position, results of operations, or
liquidity. In addition, changes in our labor agreements could significantly
increase our costs for health care, wages, and other benefits.

New Accounting Pronouncements

For a detailed discussion of new accounting pronouncements, see Note 11.

Inflation



In preparing financial statements, GAAP requires the use of historical cost that
disregards the effects of inflation on the replacement cost of property. As a
capital-intensive company, we have most of our capital invested in long-lived
assets. The replacement cost of these assets, as well as the related
depreciation expense, would be substantially greater than the amounts reported
on the basis of historical cost.

FORWARD-LOOKING STATEMENTS



Certain statements in Management's Discussion and Analysis of Financial
Condition and Results of Operations are "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, as amended.  These statements relate to future events or our
future financial performance and involve known and unknown risks, uncertainties,
and other factors that may cause our actual results, levels of activity,
performance, or our achievements or those of our industry to be materially
different from those expressed or implied by any forward-looking statements.  In
some cases, forward-looking statements can be identified by terminology such as
"may," "will," "could," "would," "should," "expect," "plan," "anticipate,"
"intend," "believe," "estimate," "project," "consider," "predict," "potential,"
"feel," or other comparable terminology.  We have based these forward-looking
statements on our current expectations, assumptions, estimates, beliefs, and
projections. While we believe these expectations, assumptions, estimates,
beliefs, and projections are reasonable, such forward-looking statements are
only predictions and involve known and unknown risks and uncertainties, many of
which involve factors or circumstances that are beyond our control.  These and
other important factors, including those discussed under "Risk Factors" in our
latest Form 10-K, as well as our subsequent filings with the Securities and
Exchange Commission, may cause actual results, performance, or achievements to
differ materially from those

                                       26

--------------------------------------------------------------------------------

expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Additional Information



Investors and others should note that we routinely use the Investor Relations,
Performance Metrics, and Sustainability sections of our website
(www.norfolksouthern.com/content/nscorp/en/investor-relations.html,
http://www.nscorp.com/content/nscorp/en/investor-relations/performance-metrics.html
& www.nscorp.com/content/nscorp/en/about-ns/sustainability.html) to post
presentations to investors and other important information, including
information that may be deemed material to investors. Information about us,
including information that may be deemed material, may also be announced by
posts on our social media channels, including Twitter (www.twitter.com/nscorp)
and LinkedIn (www.linkedin.com/company/norfolk-southern). We may also use our
website and social media channels for the purpose of complying with our
disclosure obligations under Regulation FD. As a result, we encourage investors,
the media, and others interested in Norfolk Southern to review the information
posted on our website and social media channels. The information posted on our
website and social media channels is not incorporated by reference in this
Quarterly Report on Form 10-Q.

© Edgar Online, source Glimpses