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Earnings release · 8-K Exhibit 99

Norfolk Southern · Earnings release · 8-K Exhibit 99

NSC · Industrials

Filed 2025-10-23 · CY2025 Q4 · Company’s FY2025 Q4 · 1,193 words

Read the original on sec.gov ↗

This filing’s 1 Guidance Ledger statement come from its other earnings exhibit. Read that exhibit →

Palanor summary

Norfolk Southern reported higher revenue and net income for the first nine months of 2025. Operating expenses increased, driven by compensation and merger-related costs. The company recorded gains on property sales and recoveries from the East Palestine incident. Share repurchases totaled $533 million. Restructuring charges continued, reflecting workforce reductions and project rationalization.

Written by Palanor from the full document. Not the company’s words.

Sentiment

+0.10

Confidence

80%

Scored on the whole document. No single passage carries these two numbers, so none is highlighted.

EX-99.23d77323dex992.htmEX-99.2 EX-99.2

Exhibit 99.2

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

Third Quarter

First Nine Months

2025

2024

2025

2024

(in millions, except per share amounts)

Railway operating revenues

Merchandise

$

1,969

$

1,861

$

5,804

$

5,628

Intermodal

759

763

2,262

2,250

Coal

375

427

1,140

1,221

Total railway operating revenues

3,103

3,051

9,206

9,099

Railway operating expenses

Compensation and benefits

738

690

2,169

2,126

Purchased services and rents

519

497

1,537

1,541

Fuel

237

216

700

757

Depreciation

348

339

1,040

1,011

Materials and other

147

(188

)

547

200

Merger-related expenses

15

—

15

—

Restructuring and other charges

12

60

22

156

Eastern Ohio incident

(11

)

(159

)

(243

)

368

Total railway operating expenses

2,005

1,455

5,787

6,159

Income from railway operations

1,098

1,596

3,419

2,940

Other income – net

23

34

78

69

Interest expense on debt

197

203

597

608

Income before income taxes

924

1,427

2,900

2,401

Income taxes

213

328

671

512

Net income

$

711

$

1,099

$

2,229

$

1,889

Earnings per share – diluted

$

3.16

$

4.85

$

9.88

$

8.34

Weighted average shares outstanding – diluted

224.7

226.5

225.5

226.3

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

September 30,

December 31,

2025

2024

($ in millions)

Assets

Current assets:

Cash and cash equivalents

$

1,418

$

1,641

Accounts receivable – net

1,102

1,069

Materials and supplies

297

277

Other current assets

219

201

Total current assets

3,036

3,188

Investments

4,081

3,370

Properties less accumulated depreciation of $14,438 and $13,957, respectively

36,112

35,831

Other assets

1,351

1,293

Total assets

$

44,580

$

43,682

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

1,657

$

1,704

Income and other taxes

227

337

Other current liabilities

1,033

949

Current maturities of long-term debt

607

555

Total current liabilities

3,524

3,545

Long-term debt

16,476

16,651

Other liabilities

1,705

1,760

Deferred income taxes

7,734

7,420

Total liabilities

29,439

29,376

Stockholders’ equity:

Common stock $1.00 per share par value, 1,350,000,000 shares authorized; outstanding 224,386,617

and 226,320,894 shares, respectively, net of treasury shares

226

228

Additional paid-in capital

2,283

2,247

Accumulated other comprehensive loss

(262

)

(262

)

Retained income

12,894

12,093

Total stockholders’ equity

15,141

14,306

Total liabilities and stockholders’ equity

$

44,580

$

43,682

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

First Nine Months

2025

2024

($ in millions)

Cash flows from operating activities

Net income

$

2,229

$

1,889

Reconciliation of net income to net cash provided by operating activities:

Depreciation

1,040

1,011

Deferred income taxes

315

141

Gains and losses on properties

(142

)

(425

)

Changes in assets and liabilities affecting operations:

Accounts receivable

(53

)

(156

)

Materials and supplies

(20

)

(24

)

Other current assets

68

80

Current liabilities other than debt

25

774

Other – net

(164

)

(189

)

Net cash provided by operating activities

3,298

3,101

Cash flows from investing activities

Property additions

(1,475

)

(1,706

)

Acquisition of assets of CSR

—

(1,643

)

Property sales and other transactions

120

527

Investment purchases

(615

)

(318

)

Investment sales and other transactions

52

349

Net cash used in investing activities

(1,918

)

(2,791

)

Cash flows from financing activities

Dividends

(912

)

(915

)

Common stock transactions

1

15

Purchase and retirement of common stock

(534

)

—

Proceeds from borrowings

396

1,051

Debt repayments

(554

)

(1,054

)

Net cash used in financing activities

(1,603

)

(903

)

Net decrease in cash and cash equivalents

(223

)

(593

)

Cash and cash equivalents

At beginning of year

1,641

1,568

At end of period

$

1,418

$

975

Supplemental disclosures of cash flow information

Cash paid during the period for:

Interest (net of amounts capitalized)

$

570

$

571

Income taxes (net of refunds)

433

284

See accompanying notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Gains on Railway Line Sales

T1During the

third quarter of 2024, we completed sales of two railway lines in the states of Virginia and North Carolina resulting in gains of $380 million included in “Materials and other” expense. The gains from these transactions are

reflected in “Gains and losses on properties” and cash proceeds are included in “Property sales and other transactions” on the Consolidated Statement of Cash Flows.

2. Merger-Related Expenses

T2During the

third quarter of 2025, we incurred $15 million in merger-related expenses primarily related to third-party advisor fees, legal fees, and costs associated with employee retention arrangements.

3. Restructuring and Other Charges

T3Restructuring and other charges in 2025 includes expenses associated with the rationalization of certain software development projects that had

not been placed into service and the restructuring of certain technology functions, including severance costs for impacted employees. 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. We incurred expenses of $12 million and $60 million in the third quarters of 2025 and 2024, respectively, and $22 million and $156 million for the first nine months of 2025 and 2024,

respectively. Additionally, the first nine months of 2024 “Other income – net” includes a $20 million curtailment gain on our other postretirement benefit plan resulting from the restructuring, recorded in the second quarter

of 2024.

4. Eastern Ohio Incident

On February 3, 2023, a train operated by us derailed in East Palestine, Ohio (the Incident). During the third quarter of 2025, we incurred

net expenses of $13 million, as compared to $159 million of net benefits for the same period last year. T4Recoveries exceeded expenses by $219 million in the first nine months of 2025 as compared to expenses of $368 million during

the first nine months of 2024. The total expense recognized includes the impact of $394 million and $552 million in recoveries during the first nine months of 2025 and 2024, respectively, of which $16 million and $288 million was

recognized in the third quarters of 2025 and 2024, respectively. Any additional amounts recoverable under our insurance policies or from third parties will be reflected in future periods in which recovery is considered probable.

5. Shareholder Advisory Costs

“Other income – net” includes costs associated with shareholder advisory matters, which amounted to $1 million and

$51 million during the third quarter and first nine months of 2024, respectively.

6. Deferred Income Taxes

During the first nine months of 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.

7. Stock Repurchase Program

T5We repurchased and retired 2.2 million shares of common stock under our stock repurchase program in the first nine months of 2025 at a

cost of $533 million, inclusive of accrued excise taxes, while we did not repurchase any shares of common stock in the first nine months of 2024.

Mentions · how they’re counted

CategoryUnderlinedWord counterModel’s count
AI

AI, artificial intelligence, generative AI, machine learning, large language model, LLM

000
Layoffs

layoffs, RIF, headcount reduction, workforce optimization, restructuring

7—2
Recession

recession, downturn, contraction, slowdown

000
Tariffs

tariff, trade war, trade barriers, trade restrictions, trade policy

000
Buybacks

share repurchase, buyback program

0—1

Underlines use the same word lists the scores use. AI, recession and tariffs follow Palanor’s word counter, so those counts match it exactly on the same text. Layoffs and buybacks use the terms the model was given. The model’s count is an estimate by meaning, not by string, so it can differ from the underlines.

Source: SEC EDGAR · public domain · Highlights by Palanor