nsc-20250630

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, 2025

☐ 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						52-1188014
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


650 West Peachtree Street NW		30308-1925
Atlanta,	Georgia
(Address of principal executive offices)		(Zip Code)
(855)		667-3655
(Registrant’s telephone number, including area code)


No change
(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Norfolk Southern Corporation Common Stock (Par Value $1.00)	NSC	New York Stock Exchange

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.


Class	Outstanding at June 30, 2025
Common Stock ($1.00 par value per share)	224,614,894	(excluding 20,320,777 shares held by the registrant’s
	consolidated subsidiaries)

TABLE OF CONTENTS

NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES


		Page
Part I.	Financial Information:
	Item 1.	Financial Statements:
		Consolidated Statements of Income Second Quarter and First Six Months of 2025 and 2024	3
		Consolidated Statements of Comprehensive Income Second Quarter and First Six Months of 2025 and 2024	4
		Consolidated Balance Sheets At June 3 0 , 2025 and December 31, 2024	5
		Consolidated Statements of Cash Flows First Six Months of 2025 and 2024	6
		Consolidated Statements of Changes in Stockholders’ Equity Second Quarter and First Six Months of 2025 and 2024	7
		Notes to Consolidated Financial Statements	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
	Item 4.	Controls and Procedures	38

Part II.	Other Information:
	Item 1.	Legal Proceedings	39
	Item 1A.	Risk Factors	39
	Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	39
	Item 3.	Defaults Upon Senior Securities	39
	Item 4.	Mine Safety Disclosures	39
	Item 5.	Other Information	39
	Item 6.	Exhibits	40

		Signatures	41

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)


	Second Quarter				First Six Months
	2025		2024		2025		2024
	($ in millions, except per share amounts)

Railway operating revenues	$	3,110	$	3,044	$	6,103	$	6,048

Railway operating expenses
Compensation and benefits	692		700		1,431		1,436
Purchased services and rents	520		516		1,018		1,044
Fuel	219		257		463		541
Depreciation	346		335		692		672
Materials and other	195		173		400		388
Restructuring and other charges	10		(3)		10		96
Eastern Ohio incident	(47)		(65)		(232)		527

Total railway operating expenses	1,935		1,913		3,782		4,704

Income from railway operations	1,175		1,131		2,321		1,344

Other income – net	24		17		55		35
Interest expense on debt	201		204		400		405

Income before income taxes	998		944		1,976		974

Income taxes	230		207		458		184

Net income	$	768	$	737	$	1,518	$	790

Earnings per share
Basic	$	3.41	$	3.26	$	6.72	$	3.49
Diluted	3.41		3.25		6.72		3.48

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)


	Second Quarter				First Six Months
	2025		2024		2025		2024
	($ in millions)

Net income	$	768	$	737	$	1,518	$	790
Other comprehensive income (loss), before tax:
Pension and other postretirement expense	—		(11)		—		(13)

Other comprehensive income of equity investees	—		1		1		1

Other comprehensive income (loss), before tax	—		(10)		1		(12)
Income tax benefit related to items of other
comprehensive income	—		2		—		2

Other comprehensive income (loss), net of tax	—		(8)		1		(10)

Total comprehensive income	$	768	$	729	$	1,519	$	780

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)


	June 30, 2025		December 31, 2024
	($ in millions)
Assets
Current assets:
Cash and cash equivalents	$	1,303	$	1,641

Accounts receivable – net	1,123		1,069
Materials and supplies	313		277
Other current assets	168		201
Total current assets	2,907		3,188

Investments	4,038		3,370
Properties less accumulated depreciation of $14,250
and $13,957, respectively	35,921		35,831
Other assets	1,289		1,293

Total assets	$	44,155	$	43,682

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,504	$	1,704

Income and other taxes	223		337
Other current liabilities	1,037		949
Current maturities of long-term debt	903		555
Total current liabilities	3,667		3,545

Long-term debt	16,464		16,651
Other liabilities	1,708		1,760
Deferred income taxes	7,529		7,420

Total liabilities	29,368		29,376

Stockholders’ equity:
Common stock $1.00 per share par value, 1,350,000,000 shares
authorized; outstanding 224,614,894 and 226,320,894 shares,
respectively, net of treasury shares	226		228
Additional paid-in capital	2,259		2,247
Accumulated other comprehensive loss	(261)		(262)
Retained income	12,563		12,093

Total stockholders’ equity	14,787		14,306

Total liabilities and stockholders’ equity	$	44,155	$	43,682