EX-99.23nsc-ex99_2.htmEX-99.2 EX-99.2
Exhibit 99.2
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
Merchandise
$
2,133
$
1,972
$
4,018
$
3,835
Intermodal
908
743
1,657
1,503
Coal
424
395
788
765
Total 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 – diluted
$
3.26
$
3.41
$
5.69
$
6.72
Weighted average shares outstanding – diluted
225.0
225.2
225.0
225.8
Norfolk Southern Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
June 30,
December 31,
2026
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Merger-Related Expenses
During the second quarter and the first six months of 2026, T1we incurred merger-related expenses of $51 million and $103 million, respectively, primarily related to costs associated with employee retention agreements, third-party advisor fees, and legal fees.
2. Restructuring and Other Charges
During the second quarter of 2026, T2we recorded $6 million in expenses related to severance costs associated with organizational changes. During the second quarter of 2025, we recorded $10 million in expenses primarily related to the restructuring of certain technology functions, which includes severance costs for impacted employees and other expenses.
3. Eastern Ohio Incident
On February 3, 2023, a train operated by us derailed in East Palestine, Ohio (the Incident). T3During the second quarter of 2026, we incurred expenses of $15 million, as compared to $47 million of net recoveries for the same period last year. The total amounts recognized include the impact of $3 million and $154 million in recoveries during the second quarter of 2026 and 2025, respectively. In the first six months of 2026 and 2025, we recognized $25 million of expenses, and $232 million of net recoveries, respectively. The total amounts recognized include the impact of $4 million and $378 million in recoveries during the first six months of 2026 and 2025, respectively.
4. Stock Repurchase Program
T4We did not repurchase any shares of common stock in the first six months of 2026, while we repurchased and retired 1.9 million shares of common stock under our stock repurchase program during the same period last year at a cost of $455 million, inclusive of accrued excise taxes. “Purchase and retirement of common stock” in 2026 as presented on the Consolidated Statements of Cash Flows reflects the payment of excise taxes on shares repurchased in 2025.
Mentions · how they’re counted
| Category | Underlined | Word counter | Model’s count |
|---|---|---|---|
| AI AI, artificial intelligence, generative AI, machine learning, large language model, LLM | 0 | 0 | 0 |
| Layoffs layoffs, RIF, headcount reduction, workforce optimization, restructuring | 3 | — | 2 |
| Recession recession, downturn, contraction, slowdown | 0 | 0 | 0 |
| Tariffs tariff, trade war, trade barriers, trade restrictions, trade policy | 0 | 0 | 0 |
| 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.
Not placed in the text
These quotes are stored with a score, but no passage here matches them closely enough to highlight. Rather than point at the wrong passage, they are listed as stored.
Theme · Operating expense increase
“Total railway operating expenses were $2,341 million for the second quarter of 2026, compared to $1,935 million for the same period in 2025.”
Theme · Cash flow decline
“Net cash provided by operating activities was $1,398 million for the first six months of 2026, compared to $2,027 million for the same period in 2025.”
Source: SEC EDGAR · public domain · Highlights by Palanor