8-K
Norfolk Southern Corp (NSC)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): January 29, 2026 |
|---|
Norfolk Southern Corporation
(Exact name of Registrant as Specified in Its Charter)
| Virginia | 1-8339 | 52-1188014 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 650 West Peachtree Street NW | ||
| Atlanta, Georgia | 30308-1925 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 855 667-3655 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
Item 7.01 Regulation FD Disclosure.
On January 29, 2026, Norfolk Southern Corporation (the “Company”) issued a press release reporting fourth-quarter and full year results for 2025, as well as its Quarterly Financial Data for the fourth quarter of 2025. A copy of the press release is attached as Exhibit 99.1 and a copy of the Quarterly Financial Data is attached as Exhibit 99.2, each of which is incorporated by reference herein. These documents are also available on the Company’s website, www.norfolksouthern.com.* This unaudited financial information and summary of certain notes to the consolidated financial statements should be read in conjunction with: (a) the consolidated financial statements and notes included in the Company's latest Annual Report on Form 10-K and in subsequent Quarterly Reports on Form 10-Q; and (b) any Current Reports on Form 8-K.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished as part of this Current Report on Form 8-K:
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release dated January 29, 2026 |
| 99.2 | 2025 Q4 Financial Data |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Internet addresses are provided for informational purposes only and are not intended to be hyperlinks.
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 hereunto duly authorized.
| NORFOLK SOUTHERN CORPORATION | |
|---|---|
| By: | /s/ Jeremy Ballard |
| Name: Jeremy Ballard<br>Title: Corporate Secretary<br>Date: January 29, 2026 |
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Norfolk Southern reports fourth quarter and full year 2025 results
Delivered on safety and service improvements while exceeding full year productivity target, achieving over $215 million in annual savings
ATLANTA, Jan. 29, 2026 – Norfolk Southern Corporation (NYSE: NSC) announced Thursday its fourth quarter and full year 2025 financial results. In the quarter, revenue was $3.0 billion, income from railway operations was $937 million, operating ratio was 68.5%, and diluted earnings per share were $2.87.
Adjusting the results to exclude merger-related expenses and the effects of the Eastern Ohio incident, fourth quarter income from railway operations was $1.0 billion, the operating ratio was 65.3%, and diluted earnings per share were $3.22.
“In 2025, we strengthened the foundation of our railroad. We kept our cost commitments, maintained reliable service, and delivered measurable safety gains with the company’s best injury and accident rates in more than a decade,” said Mark George, president and chief executive officer of Norfolk Southern. “In the face of a volatile and challenging macro-economic backdrop, our team focused on the controllables – delivering outsized productivity savings in excess of $215 million that accompanies our safety and service improvements. As we move through 2026, the demand environment remains unclear, but we are steadfastly focused on prioritizing the safety of our employees and communities, delivering consistent customer service, and driving further productivity gains to contain our costs in any volume environment.”
Fourth Quarter Summary
Railway operating revenues of $3.0 billion, down $50 million, or 2%, compared to the fourth quarter 2024, on a volume decline of 4% year-over-year.
Income from railway operations was $937 million, a decrease of $194 million, or 17%, compared to fourth quarter 2024 which included railway line sales of $53 million. Fourth quarter 2025 includes a large land sale that resulted in a net gain of $85 million.
Adjusting for: the effects of the Eastern Ohio incident in both years; merger-related expenses in 2025; and gains on railway line sales in 2024, income from railway operations was $1.0 billion, down $31 million, or 3%, compared to adjusted fourth quarter 2024.
Operating ratio in the quarter was 68.5% compared to 62.6% in fourth quarter 2024 which included the aforementioned railway line sales.
Adjusting for merger-related expenses and the effects of the Eastern Ohio incident, the operating ratio for the quarter was 65.3%.
Norfolk Southern Corporation | 1
Exhibit 99.1
- Diluted earnings per share were $2.87, down $0.36, or 11%, compared to fourth quarter 2024 which included the aforementioned railway line sales.
- Adjusting for merger-related expenses and the effects of the Eastern Ohio incident, diluted earnings per share were $3.22, up $0.18, or 6%, compared to adjusted fourth quarter 2024.
Full Year Summary
Railway operating revenues of $12.2 billion, up $57 million, compared to full year 2024.
Fuel surcharge revenue declined $134 million compared to 2024, which represents a 1% headwind to overall revenues.
Income from railway operations was $4.4 billion, an increase of $285 million, or 7%, compared to full year 2024.
Adjusting for: the impact of merger-related expenses in 2025; restructuring and other charges in both years; the Eastern Ohio incident in both years; and gains on railway line sales in 2024, income from railway operations was $4.3 billion, up $122 million, or 3%, compared to adjusted 2024.
Operating ratio in 2025 was 64.2%, an improvement of 220 basis points, compared to 66.4% in 2024.
Adjusting for the impact of merger-related expenses, restructuring and other charges, and the Eastern Ohio incident, the operating ratio for 2025 was 65.0%. This represents 80 basis points of improvement from adjusted 2024 which was 65.8%.
Diluted earnings per share were $12.75, an increase of 10% compared to 2024.
Adjusting for the impact of merger-related expenses, restructuring and other charges, and the Eastern Ohio incident, diluted earnings per share were $12.49, up $0.64, or 5%, compared to adjusted 2024.
About Norfolk Southern
Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a 22-state freight transportation network. Committed to furthering sustainability, Norfolk Southern helps its customers avoid approximately 15 million tons of yearly carbon emissions by shipping via rail. Its dedicated team members deliver approximately 7 million carloads annually, from agriculture to consumer goods. Norfolk Southern also has the most extensive intermodal network in the eastern U.S. It serves a majority of the country's population and manufacturing base, with connections to every major container port on the Atlantic coast as well as major ports across the Gulf Coast and Great Lakes. Learn more by visiting www.NorfolkSouthern.com.
Media Inquiries:
Media Relations
Investor Inquiries:
Investor Relations
Norfolk Southern Corporation | 2
Exhibit 99.1
Cautionary Statement on Forward-Looking Statements Certain statements in this press release 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 may be identified by the use of words like "may," "will," "could," "would," "should," "expect," "anticipate," "believe," "project," or other comparable terminology. While the Company has based these forward-looking statements on those expectations, assumptions, estimates, beliefs, and projections it views as 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 the Company's control, including but not limited to: (i) changes in domestic or international economic, political or business conditions, including those impacting the transportation industry; (ii) the Company’s ability to successfully implement its operational, productivity, and strategic initiatives; (iii) a significant adverse event on our network, including but not limited to a mainline accident, discharge of hazardous material, or climate-related or other network outage; (iv) the outcome of claims, litigation, governmental proceedings, and investigations involving the Company, including those with respect to the Eastern Ohio incident; (v) new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident; and (vi) a significant cybersecurity incident or other disruption to our technology infrastructure; and (vii) those pertaining to the Merger. These and other important factors, including those discussed under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, as supplemented in Part II, Item 1A of our Form 10-Q ended September 30, 2025 and filed with the SEC on October 23, 2025, 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, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Non-GAAP Financial Measures
Information included within this press release contains non-GAAP financial measures, including adjusted income from railway operations, adjusted operating ratio, and adjusted diluted earnings per share. Non-GAAP financial measures should be considered in addition to, not as a substitute for, the financial measures reported in accordance with U.S. generally accepted accounting principles (GAAP).
Our fourth quarter and full year 2025 non-GAAP financial results exclude merger-related expenses, restructuring and other charges, and the overall impact on operating expenses resulting from costs and recoveries associated with the Eastern Ohio Incident (the Incident). Our fourth quarter and full year 2024 non-GAAP financial results exclude restructuring and other charges, costs and recoveries associated with the Incident, gains on railway line sales, shareholder advisory costs, and a deferred tax adjustment. The following tables adjust our fourth quarter and full year 2025 and fourth quarter and full year 2024 GAAP financial results to exclude the effects of those items. The income tax effects of the non-GAAP adjustments were calculated based on the applicable tax rates to which the non-GAAP adjustments 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 these costs. While we believe that these non-GAAP financial
Norfolk Southern Corporation | 3
Exhibit 99.1 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. Information about the adjustments that are not currently available to us could have a potentially unpredictable and significant impact on future GAAP results. Further information about the Company’s non-GAAP measures are available on our website at www.norfolksouthern.com on the Investors page under Events and Presentations.
Norfolk Southern Corporation | 4
Exhibit 99.1
| Fourth | ||
|---|---|---|
| ( in millions, except per share amounts) | Quarter 2025 | |
| Income from railway operations | 937 | |
| Merger-related expenses and effect of the Incident | 94 | |
| Adjusted income from railway operations | 1,031 | |
| Operating ratio | 68.5 | % |
| Merger-related expenses and effect of the Incident | (3.2 | %) |
| Adjusted operating ratio | 65.3 | % |
| Diluted earnings per share | 2.87 | |
| Merger-related expenses and effect of the Incident | 0.35 | |
| Adjusted diluted earnings per share | 3.22 |
All values are in US Dollars.
| Fourth | ||
|---|---|---|
| ( in millions except per share amounts) | Quarter 2024 | |
| Income from railway operations | 1,131 | |
| Gains on railway line sales, effect of the Incident, and restructuring and other charges | (69 | ) |
| Adjusted income from railway operations | 1,062 | |
| Operating ratio | 62.6 | % |
| Gains on railway line sales, effect of the Incident, and restructuring and other charges | 2.3 | % |
| Adjusted operating ratio | 64.9 | % |
| Diluted earnings per share | 3.23 | |
| Gains on railway line sales, effect of the Incident, shareholder advisory costs, and restructuring and other charges | (0.19 | ) |
| Adjusted diluted earnings per share | 3.04 |
All values are in US Dollars.
| Full Year | ||
|---|---|---|
| ( in millions, except per share amounts) | 2025 | |
| Income from railway operations | 4,356 | |
| Merger-related expenses, restructuring and other charges, and effect of the Incident | (88 | ) |
| Adjusted income from railway operations | 4,268 | |
| Operating ratio | 64.2 | % |
| Merger-related expenses, restructuring and other charges, and effect of the Incident | 0.8 | % |
| Adjusted operating ratio | 65.0 | % |
| Diluted earnings per share | 12.75 | |
| Merger-related expenses, restructuring and other charges, and effect of the Incident | (0.26 | ) |
| Adjusted diluted earnings per share | 12.49 |
All values are in US Dollars.
| Full Year | ||
|---|---|---|
| ( in millions except per share amounts) | 2024 | |
| Income from railway operations | 4,071 | |
| Gains on railway line sales, effect of the Incident, and restructuring and other charges | 75 | |
| Adjusted income from railway operations | 4,146 | |
| Operating ratio | 66.4 | % |
| Gains on railway line sales, effect of the Incident, and restructuring and other charges | (0.6 | %) |
| Adjusted operating ratio | 65.8 | % |
| Diluted earnings per share | 11.57 | |
| Gains on railway line sales, favorable deferred tax adjustment, effect of the Incident, restructuring and other charges, and shareholder advisory costs | 0.28 | |
| Adjusted diluted earnings per share | 11.85 |
All values are in US Dollars.
Norfolk Southern Corporation | 5
EX-99.2
Exhibit 99.2
Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)
| Fourth Quarter | Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||||||
| (in millions, except per share amounts) | |||||||||||
| Railway operating revenues | |||||||||||
| Merchandise | $ | 1,880 | $ | 1,842 | $ | 7,684 | $ | 7,470 | |||
| Intermodal | 747 | 792 | 3,009 | 3,042 | |||||||
| Coal | 347 | 390 | 1,487 | 1,611 | |||||||
| Total railway operating revenues | 2,974 | 3,024 | 12,180 | 12,123 | |||||||
| Railway operating expenses | |||||||||||
| Compensation and benefits | 753 | 697 | 2,922 | 2,823 | |||||||
| Purchased services and rents | 558 | 507 | 2,095 | 2,048 | |||||||
| Fuel | 232 | 230 | 932 | 987 | |||||||
| Depreciation | 353 | 342 | 1,393 | 1,353 | |||||||
| Materials and other | 87 | 133 | 634 | 333 | |||||||
| Merger-related expenses | 65 | — | 80 | — | |||||||
| Restructuring and other charges | — | 27 | 22 | 183 | |||||||
| Eastern Ohio incident | (11 | ) | (43 | ) | (254 | ) | 325 | ||||
| Total railway operating expenses | 2,037 | 1,893 | 7,824 | 8,052 | |||||||
| Income from railway operations | 937 | 1,131 | 4,356 | 4,071 | |||||||
| Other income (expense) – net | 23 | (4 | ) | 101 | 65 | ||||||
| Interest expense on debt | 195 | 199 | 792 | 807 | |||||||
| Income before income taxes | 765 | 928 | 3,665 | 3,329 | |||||||
| Income taxes | 121 | 195 | 792 | 707 | |||||||
| Net income | $ | 644 | $ | 733 | $ | 2,873 | $ | 2,622 | |||
| Earnings per share – diluted | $ | 2.87 | $ | 3.23 | $ | 12.75 | $ | 11.57 | |||
| Weighted average shares outstanding – diluted | 224.8 | 226.7 | 225.3 | 226.4 |
See accompanying notes to consolidated financial statements.
Norfolk Southern Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
| At December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| ( in millions) | ||||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | 1,530 | $ | 1,641 | |
| Accounts receivable – net | 988 | 1,069 | ||
| Materials and supplies | 271 | 277 | ||
| Other current assets | 409 | 201 | ||
| Total current assets | 3,198 | 3,188 | ||
| Investments | 4,089 | 3,370 | ||
| Properties less accumulated depreciation of 14,617 and 13,957, respectively | 36,479 | 35,831 | ||
| Other assets | 1,470 | 1,293 | ||
| Total assets | 45,236 | $ | 43,682 | |
| Liabilities and stockholders’ equity | ||||
| Current liabilities: | ||||
| Accounts payable | 1,863 | $ | 1,704 | |
| Income and other taxes | 340 | 337 | ||
| Other current liabilities | 965 | 949 | ||
| Current maturities of long-term debt | 607 | 555 | ||
| Total current liabilities | 3,775 | 3,545 | ||
| Long-term debt | 16,480 | 16,651 | ||
| Other liabilities | 1,723 | 1,760 | ||
| Deferred income taxes | 7,711 | 7,420 | ||
| Total liabilities | 29,689 | 29,376 | ||
| Stockholders’ equity: | ||||
| Common stock 1.00 per share par value, 1,350,000,000 shares authorized; outstanding 224,420,699 and 226,320,894 shares, respectively, net of treasury shares. | 226 | 228 | ||
| Additional paid-in capital | 2,296 | 2,247 | ||
| Accumulated other comprehensive loss | (210 | (262 | ) | |
| Retained income | 13,235 | 12,093 | ||
| Total stockholders’ equity | 15,547 | 14,306 | ||
| Total liabilities and stockholders’ equity | 45,236 | $ | 43,682 |
All values are in US Dollars.
See accompanying notes to consolidated financial statements.
Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
| Years Ended December 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| ( in millions) | |||||
| Cash flows from operating activities | |||||
| Net income | $ | 2,873 | $ | 2,622 | |
| Reconciliation of net income to net cash provided by operating activities: | |||||
| Depreciation | 1,393 | 1,353 | |||
| Deferred income taxes | 277 | 176 | |||
| Gains and losses on properties | (253 | (490 | ) | ||
| Changes in assets and liabilities affecting operations: | |||||
| Accounts receivable | 59 | 85 | |||
| Materials and supplies | 6 | (13 | ) | ||
| Other current assets | (23 | 5 | |||
| Current liabilities other than debt | 259 | 548 | |||
| Other – net | (230 | (234 | ) | ||
| Net cash provided by operating activities | 4,361 | 4,052 | |||
| Cash flows from investing activities | |||||
| Property additions | (2,204 | (2,381 | ) | ||
| Acquisition of assets of CSR | — | (1,643 | ) | ||
| Property sales and other transactions | 164 | 558 | |||
| Investment purchases | (621 | (319 | ) | ||
| Investment sales and other transactions | 99 | 1,005 | |||
| Net cash used in investing activities | (2,562 | (2,780 | ) | ||
| Cash flows from financing activities | |||||
| Dividends | (1,215 | (1,221 | ) | ||
| Common stock transactions | 2 | 26 | |||
| Purchase and retirement of common stock | (534 | — | |||
| Proceeds from borrowings | 396 | 1,051 | |||
| Debt repayments | (559 | (1,055 | ) | ||
| Net cash used in financing activities | (1,910 | (1,199 | ) | ||
| Net increase (decrease) in cash and cash equivalents | (111 | 73 | |||
| Cash and cash equivalents | |||||
| At beginning of year | 1,641 | 1,568 | |||
| At end of year | $ | 1,530 | $ | 1,641 | |
| Supplemental disclosures of cash flow information | |||||
| Cash paid during the year for: | |||||
| Interest (net of amounts capitalized) | $ | 765 | $ | 764 | |
| Income taxes (net of refunds) | 491 | 305 |
All values are in US Dollars.
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS:
- Gains on Railway Line Sales
During 2024, we completed sales of two railway lines in Virginia and North Carolina resulting in gains of $433 million on operating property transactions included in “Materials and other” expense, of which $53 million was recognized in the fourth quarter. The gains from these transactions are reflected in “Gains and losses on properties” and cash proceeds of $389 million are included in “Property sales and other transactions” on the Consolidated Statement of Cash Flows.
- Merger-Related Expenses
During 2025, we incurred $80 million in merger-related expenses primarily related to employee retention agreements, third-party advisors, and legal services, of which $65 million was recognized in the fourth quarter.
- Restructuring and Other Charges
Restructuring and other charges in 2025 includes expenses associated with the restructuring of certain technology functions, including severance costs for impacted employees, and the rationalization of certain software development projects that had not been placed into service. Restructuring and other charges in 2024 includes expenses associated with our voluntary and involuntary separation programs that reduced our management workforce, expenses associated with the rationalization of certain software development projects that had not been placed into service, costs associated with the appointment of our new chief operating officer, and the disposition of an asset class. During 2025 and 2024, we recorded $22 million and $183 million in restructuring and other charges, respectively, of which $27 million was incurred in the fourth quarter of 2024. Additionally, 2024 includes a $20 million curtailment gain on our other postretirement benefit plan resulting from the restructuring, which is reflected in “Other income – net.”
- Eastern Ohio Incident
On February 3, 2023, a train operated by us derailed in East Palestine, Ohio (the Incident). During the fourth quarter and full year 2025, the overall expense impact on operating expenses resulting from costs and recoveries associated with the Incident was $29 million in net expenses and $190 million in net recoveries, respectively. During the fourth quarter and full year 2024, the Company recorded $43 million of net recoveries and $325 million of net expenses related to the Incident, respectively. The total expense recognized includes the impact of $418 million and $650 million in recoveries during 2025 and 2024, respectively, of which $24 million and $98 million were recognized in the fourth quarters of 2025 and 2024, respectively.
- Shareholder Advisory Costs
“Other income – net” includes costs incurred in 2024 associated with shareholder advisory matters, which amounted to $8 million in the fourth quarter and $59 million for the full year.
- Deferred Income Taxes
During 2024, we recorded a $27 million reduction to deferred income taxes, the result of a subsidiary restructuring that reduced our estimated deferred state income tax rate.
- Stock Repurchase Program
We repurchased and retired 2.2 million shares of common stock under our stock repurchase program in 2025 at a cost of $533 million, inclusive of accrued excise taxes, while we did not repurchase any shares of common stock in 2024.