Norfolk Southern 10-Q 2023-06-30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐ 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)

Securities registered pursuant to Section 12(b) of the Act:

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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

TABLE OF CONTENTS

NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

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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.

Our second-quarter results reflect declines in income from railway operations, net income and diluted earnings per share as we continued our response efforts to a February 2023 derailment of 38 railcars in Eastern Ohio. During the quarter, we recognized $416 million in additional expenses related to ongoing environmental cleanup and remediation efforts, legal proceedings resulting from the Incident, and other Incident-related costs. We continue to work with federal, state, and local officials to mitigate impacts from the Incident and to provide support to affected members of the community. Please see Note 10 in the Notes to Consolidated Financial Statements for a detailed discussion of the Incident.

Further impacting our second-quarter 2023 financial results was a decline in railway operating revenues. The reduction in revenue was due to a decline in volumes, as service challenges and a weaker demand environment restricted our ability to grow, and a lower average revenue per unit, driven by lower fuel surcharge revenue. In addition to the costs recognized from the Incident, our operating expenses were also slightly higher, driven by inflationary pressures, higher service-related costs and increased headcount, though mostly offset by the impact of lower fuel expense. As we continue to make progress in response to the derailment and support the impacted community, we remain committed to our strategy — a balanced approach of delivering safe, reliable and resilient service, smart and sustainable growth, and continuous productivity improvement.

SUMMARIZED RESULTS OF OPERATIONS

Results for the second quarter and first six months of 2023 included $416 million and $803 million, respectively, of expenses included in income from railway operations arising from the Incident, which reduced net income by $317 million and $610 million, respectively, and diluted earnings per share by $1.39 and $2.67, respectively. For more information see Note 10 in the Notes to Consolidated Financial Statements. Second quarter and the first six months income from railway operations, net income, and diluted earnings per share were further impacted by the factors set forth further below.

The following tables adjusts our 2023 GAAP financial results for the second quarter and the first six months to exclude the effects of the Incident. The income tax effects of this non-GAAP adjustment were calculated based on the applicable tax rates to which the non-GAAP adjustment related. We use these non-GAAP financial measures internally and believe this information provides useful supplemental information to investors to facilitate making period-to-period comparisons by excluding the 2023 costs arising from the Incident. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant to be considered in isolation from, or as a substitute for, the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similar measures presented by other companies.

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

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

On a non-GAAP basis excluding the impact of the Incident, income from railway operations decreased in both periods due to lower railway operating revenues and increased operating expenses. Railway operating revenues declined in both periods due to decreased volumes and lower intermodal storage revenues compared to the same period last year, while the second quarter also experienced a larger decline in fuel surcharge revenue. Increased railway operating expenses in both periods were primarily driven by inflationary pressures, higher service-related costs and increased headcounts which, during the second quarter, were mostly offset by lower fuel expense.

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.

Railway operating revenues decreased $270 million in the second quarter and $53 million for the first six months compared with the same periods last year. The table below reflects the components of the revenue change by major commodity group ($ in millions).

Approximately 95% of our revenue base is covered by contracts that include negotiated fuel surcharges. Revenues associated with these surcharges totaled $287 million and $421 million in the second quarters of 2023 and 2022, respectively, and $662 million and $665 million for the first six months of 2023 and 2022, respectively. The decrease in fuel surcharge revenues is driven by lower fuel commodity prices.

For the remainder of 2023, we expect that revenue will decline compared to 2022 driven by lower fuel prices, declining storage service charges, and softening coal pricing.

Merchandise

Merchandise revenues decreased during the second quarter but increased during the first six months. The decrease during the second quarter was due to lower volume and lower average revenue per unit, driven by lower fuel surcharge revenue partially offset by increased pricing. The increase during the first six months was primarily due to higher average revenue per unit, driven by increased pricing and higher fuel surcharge revenue, and higher volume.

Agriculture, forest and consumer products volume increased in both periods as increases in corn, fertilizers, food oils, ethanol and wheat more than offset the declines in pulpboard, graphic paper and woodchips. Volume gains in corn, fertilizers, food oils, ethanol and wheat were driven by increased market demand. The decline in pulpboard and graphic paper were due to higher inventories which lowered the demand for shipments, while the decline in woodchips was due to a customer mill closing.

Chemicals volume declined in both periods as reduced shipments of crude oil, plastics, natural gas liquids, and organic and inorganic chemicals, more than the offset increases in sand and solid waste. Volume declines for crude oil were driven by production outages and soft demand in the energy markets. Plastics, natural gas liquids and organic chemicals volume declined as a result of lower demand, while the decline in inorganic chemicals was driven by reduced production. Volume gains in sand were driven by current market demand, while the increase in solid waste was due to growth with existing customers.

Metals and construction volume decreased during the second quarter but increased during the first six months. The decline in the second quarter was due to lower volumes of kaolin and construction materials. The volume decline in kaolin was largely driven by higher inventories which lowered demand, while the decline in construction materials was due to extended cycle times and local service challenges. The increase during first six months was largely driven by increased demand for aggregates, scrap metal and cement, which more than offset declines in kaolin and construction materials.

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

Intermodal

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

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

Domestic volume declined in both periods due to a decrease in freight demand as a result of reduced consumer consumption combined with high inventories. International volume increased in both periods, driven by ocean carriers favoring inland point intermodal traffic, partially offset by a decrease in imports.

Coal

Coal revenues decreased for the second quarter but increased for the first six months. The second quarter decline was the result of lower average revenue per unit, driven by lower pricing and decreased fuel surcharge revenue, partially offset by favorable traffic mix. The increase in the first six months was due to increased volume and higher average revenue per unit, driven by traffic mix and higher fuel surcharge revenue partially offset by declining prices.

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

Coal tonnage declined during the second quarter but rose for the first six months. Both periods saw increases in export and domestic metallurgical tonnage with declines in utility and industrial tonnage. Export and domestic metallurgical tonnage was higher due to increased demand and coal supply. Utility tonnage decreased as a result of low natural gas prices, high stockpiles, and mild winter weather. Industrial coal tonnage decreased due to reduced coal shipments related to sourcing changes.

Railway Operating Expenses

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

Compensation and benefits expense increased in both periods as follows:

• increased pay rates (up $54 million for the quarter and $103 million for the first six months),

• employee activity levels (up $30 million for the quarter and $66 million for the first six months),

• incentive compensation (down $12 million for the quarter and $22 million for the first six months), and

• other (up $7 million for the quarter and $3 million for the first six months).

Average rail headcount for the quarter was up by 1,400 compared with the second quarter of 2022 primarily due to the hiring of additional train and engine craft employees.

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

Purchased services rose in both periods due to increased operational and transportation expenses and higher technology-related expenses. In addition, the first six months were impacted by higher intermodal-related expenses. Equipment rents increased in both periods as lower network fluidity led to greater time-and-mileage expenses and increased intermodal equipment expenses. We also incurred higher freight car lease costs.

Fuel expense, which includes the cost of locomotive fuel as well as other fuel used in railway operations, decreased in both periods due to lower locomotive fuel prices (down 36% in the second quarter and 19% in the first six months) partially offset by slightly higher locomotive fuel consumption (up 1% in both the second quarter and first six months).

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

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

Materials expense increased in both periods due to increased locomotive and freight car materials costs. Claims expense decreased in the second quarter, but slightly increased in the first six months of 2023. Both periods experienced lower costs associated with personal injury claims and environmental matters unrelated to the Incident. Claims expense for the first six months increased as a result of higher costs associated with derailments unrelated to the Incident. Other expense increased in both periods due to higher travel-related expenses and lower gains from operating property sales. Gains from operating property sales, included in Other, totaled $19 million and $28 million for the second quarter in 2023 and 2022, respectively, and $22 million and $34 million in the first six months of 2023 and 2022, respectively.

Eastern Ohio incident

During the second quarter and the first six months of 2023, we recorded $416 million and $803 million, respectively, for costs primarily associated with environmental matters and legal proceedings. The expense recorded in the first six months does not include any estimates for amounts that may be recovered from third parties or under our insurance policies. For further details regarding the Incident, see Note 10 in the Notes to Consolidated Financial Statements.

Other income (expense) – net

Other income increased $71 million in the second quarter and $132 million for the first six months, as both periods reflect higher returns on corporate-owned life insurance (COLI).

Income taxes

The effective tax rates for the second quarter and first six months of 2023 were 23.1% and 22.1%, compared with 24.7% and 23.9%, respectively, for the same periods last year. Both periods in 2023 reflect higher returns on COLI slightly offset by lower tax benefits on stock-based compensation, while the year-to-date rate also includes the benefit of certain business tax credits recognized in the first quarter.

FINANCIAL CONDITION AND LIQUIDITY

Cash provided by operating activities, our principal source of liquidity, was $1.8 billion for the first six months of 2023, compared with $2.0 billion for the same period of 2022. The decrease reflects lower operating results, offset in part by changes in working capital. We had negative working capital of $955 million and $642 million at June 30, 2023 and December 31, 2022, respectively. Cash and cash equivalents totaled $556 million at June 30, 2023.

Cash used in investing activities was $741 million for the first six months of 2023, compared with $714 million for the same period last year. The increase was primarily driven by higher property additions and lower proceeds from

property sales, partially offset by COLI investment activity. For 2023, we expect property additions will be approximately $2.2 billion.

Cash used in financing activities was $1.0 billion for the first six months of 2023, compared with $877 million for the same period last year. The increase reflects lower proceeds from borrowing and higher debt repayments, partially offset by lower repurchases of Common Stock. We repurchased $303 million of Common Stock in the first six months of 2023 compared to $1.5 billion 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. 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.

In May 2023, we renewed our accounts receivable securitization program with a maximum borrowing capacity of $400 million. Amounts under our accounts receivable securitization program are borrowed and repaid from time to time in the ordinary course for general corporate and cash management purposes. The term of our accounts receivable securitization program was extended in the second quarter and now expires in May 2024. We had $130 million outstanding under this program at June 30, 2023 and $100 million outstanding at December 31, 2022. Our available borrowing capacity was $270 million and $300 million at June 30, 2023 and December 31, 2022, respectively.

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

Our debt-to-total capitalization ratio was 54.5% at June 30, 2023 and 54.4% at December 31, 2022. We have in place and available an $800 million credit agreement expiring in March 2025, which provides for borrowings at prevailing rates and includes covenants. We had no amounts outstanding under this facility at June 30, 2023 or December 31, 2022.

In addition, we have investments in general purpose COLI policies and had the ability to borrow against these policies up to $530 million and $610 million at June 30, 2023 and December 31, 2022, 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 decrease shareholder distributions, including share repurchases, provide additional flexibility to meet our ongoing obligations. There have been no material changes to the information on future contractual obligations, including those that may have material cash requirements, contained in our Form 10-K for the year ended December 31, 2022, with the exception of additional senior notes (see Note 7).

In June 2023, we amended and restated our asset purchase and sale agreement with the Board of Trustees of the Cincinnati Southern Railway to purchase approximately 337 miles of railway line that extends from Cincinnati, Ohio to Chattanooga, Tennessee which we currently operate under a lease agreement. Following this amendment, the total purchase price for the line and other associated real and personal property included in the transaction is expected to be between $1.6 billion and $1.7 billion. The agreement is conditioned upon the following, among other items: (i) Cincinnati Voter Approval, and (ii) the receipt of regulatory approval from the STB. If Cincinnati Voter Approval is obtained in November 2023, the transaction will close on the later of the date that is five days after all remaining conditions have been satisfied (including potential STB regulatory approval) or March 15, 2024.

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

Contingencies

We are currently involved in certain environmental response and remediation activities and subject to numerous legal proceedings and regulatory inquiries and investigations resulting from the Incident. As required, we have accrued estimates of the probable and reasonably estimable costs for the resolution of these matters. Our environmental estimates are based upon types of remediation efforts currently anticipated, the volume of contaminants in the impacted areas, and governmental oversight and other costs, amongst other factors. Estimates associated with the legal proceedings to which we are subject are based on information that is currently available, including but not limited to an assessment of the proceedings and the potential and likely results of such proceedings.

Our current estimates of future environmental cleanup and remediation liabilities related to the Incident may change over time due to various factors, including but not limited to, when activities at the site transition from extensive soil and water disposal and air monitoring activities to additional assessment and investigative efforts, the nature and extent of required future cleanup activities (including those resulting from additional assessment and investigative activities that will be conducted at the site), the extent and duration of governmental oversight, and the success of current cleanup techniques, amongst other factors. Additionally, the final outcome of any of the legal proceedings and regulatory inquiries and investigations cannot be predicted with certainty, and unfavorable or unexpected developments or outcomes could result in new or additional accruals that could be material. Furthermore, certain of these costs may be recoverable from third parties or under our insurance policies in effect at the date of the Incident. Any amounts that are recoverable from third parties or under our insurance policies will be reflected in periods in which we determine that such amounts are probable of recovery.

See Note 10 in the Notes to Consolidated Financial Statements for more detailed information as it pertains to these contingencies.

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.

The latest round of national bargaining concluded in December 2022, when agreements were either ratified or enacted through legislative action for all twelve of our unions. With the conclusion of national bargaining, neither party can compel mandatory bargaining around any new proposals until November 1, 2024.

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

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 supplemented in Part II, Item 1A of this Form 10-Q, as well as our subsequent filings with the Securities and Exchange Commission, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. 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.

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 “Financial Condition and Liquidity.”

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 June 30, 2023. Based on such evaluation, our officers have concluded that, at June 30, 2023, our disclosure controls and procedures were 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 second quarter of 2023, 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

For information on our legal proceedings, see Note 10 “Commitments and Contingencies” in the Notes to Consolidated Financial Statements.

The risks set forth in “Risk Factors” included in our 2022 Form 10-K could have a material adverse effect on our financial position, results of operations, or liquidity in a particular year or quarter, and could cause those results to differ materially from those expressed or implied in our forward-looking statements. Those risks are updated to include the following risks.

INCIDENT RISKS

As defined and as further described in Note 10 in the Notes to Consolidated Financial Statements, there was an Incident that occurred in the first quarter that consisted of a February 3, 2023 train derailment in East Palestine, Ohio that included 11 non-Company-owned tank cars containing hazardous materials, fires associated with the derailment that threatened certain of the tank cars, and a controlled vent and burn procedure conducted on February 6, 2023 on five of the derailed tank cars, all of which contained vinyl chloride. As a result of the Incident, we have become subject to numerous legal, regulatory, legislative and other proceedings related thereto, including but not limited to, the NTSB Investigation, the FRA Incident Investigation, the FRA Safety Assessment, the DOJ Complaint, the Ohio Complaint, the Incident Lawsuits, the Shareholder Lawsuits, and the Incident Inquiries and Investigations, in addition to other proceedings, actions, or potential changes in response to the Incident, including but not limited to those related to, among other items, train size, train length, train composition, or crew size (collectively, the “Incident Proceedings”). Set forth below are additional risks pertaining to an investment in the Company that are related to the Incident and the Incident Proceedings.

New or additional governmental regulation and/or operational changes resulting from or related to the Incident or the Incident Proceedings may negatively impact us, our customers, the rail industry, or the markets we serve. The legislative, regulatory, operational or other actions taken, protocols adopted (including by us), or changes resulting from the Incident or any of the Incident Proceedings may, either individually or in the aggregate, negatively impact us, our customers, the rail industry, or the markets we serve. Our inability to comply with the requirements of any new or additional laws, regulations or operating protocols resulting from or related to the Incident or the Incident Proceedings may have a material adverse effect on our financial position, results of operations, liquidity, or operations.

The costs, liabilities, fines, penalties, and/or financial impact resulting from or related to the Incident or the Incident Proceedings may be significant, exceed expected or accrued amounts, or negatively affect our financial results. We have incurred and will continue to remain subject to incurring significant costs, liabilities, fines, and penalties related to the Incident and the Incident Proceedings, including amounts that may have a material adverse effect on our financial position, results of operations, or liquidity.

In addition, while we have provided estimates of probable and reasonably estimable liabilities with respect to the Incident and the Incident Proceedings, we cannot predict the final outcome or estimate the reasonably possible range of loss with certainty and such estimates may change over time due to a variety of factors, including but not limited to those set forth in Note 10 hereto or other unfavorable or unexpected developments or outcomes which could result in our current estimates being insufficient. These estimated amounts also do not include any estimate of loss for specific items for which we believe a loss is either not probable or not reasonably estimable for the reasons set forth in Note 10 hereto. As a result, our currently accrued amounts of estimated liabilities may be insufficient, and any additional, new or updated accruals may potentially have a material adverse effect on our results of operations or financial position.

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

(1)On March 29, 2022, our Board of Directors authorized a new program for the repurchase of up to $10.0 billion of Common Stock beginning April 1, 2022. As of June 30, 2023, $7.2 billion remains authorized for repurchase.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Director and Officer Trading Arrangements

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.