nsc-20260630

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, 2026

☐ 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, 2026
Common Stock ($1.00 par value per share)	224,608,373	(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 2026 and 2025	3
		Consolidated Statements of Comprehensive Income Second Quarter and First Six Months of 2026 and 2025	4
		Consolidated Balance Sheets At June 30, 2026 and December 31, 2025	5
		Consolidated Statements of Cash Flows First Six Months of 2026 and 2025	6
		Consolidated Statements of Changes in Stockholders’ Equity Second Quarter and First Six Months of 2026 and 2025	7
		Notes to Consolidated Financial Statements	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
	Item 4.	Controls and Procedures	35

Part II.	Other Information:
	Item 1.	Legal Proceedings	36
	Item 1A.	Risk Factors	36
	Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	36
	Item 3.	Defaults Upon Senior Securities	36
	Item 4.	Mine Safety Disclosures	36
	Item 5.	Other Information	36
	Item 6.	Exhibits	37

		Signatures	38

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)


	Second Quarter				First Six Months
	2026		2025		2026		2025
	($ in millions, except per share amounts)

Railway operating revenues	$	3,465	$	3,110	$	6,463	$	6,103

Railway operating expenses
Compensation and benefits	744		692		1,484		1,431
Purchased services and rents	550		520		1,072		1,018
Fuel	405		219		661		463
Depreciation	358		346		710		692
Materials and other	212		195		401		400
Merger-related expenses	51		—		103		—
Restructuring and other charges	6		10		6		10
Eastern Ohio incident	15		(47)		25		(232)

Total railway operating expenses	2,341		1,935		4,462		3,782

Income from railway operations	1,124		1,175		2,001		2,321

Other income – net	32		24		67		55
Interest expense on debt	197		201		394		400

Income before income taxes	959		998		1,674		1,976

Income taxes	225		230		393		458

Net income	$	734	$	768	$	1,281	$	1,518

Earnings per share
Basic	$	3.26	$	3.41	$	5.70	$	6.72
Diluted	3.26		3.41		5.69		6.72

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)


	Second Quarter				First Six Months
	2026		2025		2026		2025
	($ in millions)

Net income	$	734	$	768	$	1,281	$	1,518
Other comprehensive income (loss), before tax:
Pension and other postretirement expense	—		—		(2)		—

Other comprehensive income (loss) of equity investees	(1)		—		(1)		1

Other comprehensive income (loss), before tax	(1)		—		(3)		1
Income tax benefit related to items of other
comprehensive income (loss)	—		—		1		—

Other comprehensive income (loss), net of tax	(1)		—		(2)		1

Total comprehensive income	$	733	$	768	$	1,279	$	1,519

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)


	June 30, 2026		December 31, 2025
	($ in millions)
Assets
Current assets:
Cash and cash equivalents	$	1,069	$	1,530

Accounts receivable – net	1,177		988
Materials and supplies	327		271
Other current assets	228		409
Total current assets	2,801		3,198

Investments	4,155		4,089
Properties less accumulated depreciation of $15,031
and $14,617, respectively	36,626		36,479
Other assets	1,540		1,470

Total assets	$	45,122	$	45,236

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,783	$	1,863

Income and other taxes	218		340
Other current liabilities	720		965
Current maturities of long-term debt	649		607
Total current liabilities	3,370		3,775

Long-term debt	15,967		16,480
Other liabilities	1,714		1,723
Deferred income taxes	7,818		7,711

Total liabilities	28,869		29,689

Stockholders’ equity:
Common stock $1.00 per share par value, 1,350,000,000 shares
authorized; outstanding 224,608,373 and 224,420,699 shares,
respectively, net of treasury shares	226		226
Additional paid-in capital	2,332		2,296
Accumulated other comprehensive loss	(212)		(210)
Retained income	13,907		13,235

Total stockholders’ equity	16,253		15,547

Total liabilities and stockholders’ equity	$	45,122	$	45,236

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)


		First Six Months
		2026		2025
		($ in millions)
Cash flows from operating activities
	Net income	$	1,281	$	1,518
	Reconciliation of net income to net cash provided by operating activities:
	Depreciation	710		692
	Deferred income taxes	108		109
	Gains and losses on properties	(18)		(57)

	Changes in assets and liabilities affecting operations:
	Accounts receivable	(190)		(57)
	Materials and supplies	(56)		(36)
	Other current assets	62		54
	Current liabilities other than debt	(386)		(106)
	Other – net	(113)		(90)

	Net cash provided by operating activities	1,398		2,027

Cash flows from investing activities
	Property additions	(821)		(924)
	Property sales and other transactions	177		66
	Investment purchases	(5)		(613)
	Investment sales and other transactions	20		36

	Net cash used in investing activities	(629)		(1,435)

Cash flows from financing activities
	Dividends	(606)		(609)
	Common stock transactions	(12)		(8)
	Purchase and retirement of common stock	(5)		(456)
	Proceeds from borrowings	—		396
	Debt repayments	(607)		(253)

	Net cash used in financing activities	(1,230)		(930)

	Net decrease in cash and cash equivalents	(461)		(338)

Cash and cash equivalents
	At beginning of year	1,530		1,641

	At end of period	$	1,069	$	1,303

Supplemental disclosures of cash flow information
	Cash paid during the period for:
	Interest (net of amounts capitalized)	$	377	$	378
	Income taxes (net of refunds)	386		414

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)


	Common Stock		Additional Paid-in Capital		Accum. Other Comprehensive Loss		Retained Income		Total
	($ in millions, except per share amounts)

Balance at December 31, 2025	$	226	$	2,296	$	(210)	$	13,235	$	15,547

Comprehensive income:
Net income							547		547
Other comprehensive loss					(1)				(1)
Total comprehensive income									546
Dividends on common stock,
$1.35 per share							(303)		(303)

Stock-based compensation			16				(2)		14

Balance at March 31, 2026	226		2,312		(211)		13,477		15,804

Comprehensive income:
Net income							734		734
Other comprehensive loss					(1)				(1)
Total comprehensive income									733
Dividends on common stock,
$1.35 per share							(303)		(303)

Stock-based compensation