UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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):
April 23, 2025 (April 23, 2025)
NORFOLK SOUTHERN CORPORATION
(Exact name of registrant as specified in its charter)
Virginia | 1-8339 | 52-1188014 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
650 West Peachtree Street NW Atlanta, Georgia 30308-1925 |
(855) 667-3655 | |
(Address of principal executive offices, including zip code) | (Registrant’s telephone number, including area code) |
No Change
(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)) |
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 |
Securities registered pursuant to Section 12(b) of the Act:
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 April 23, 2025, Norfolk Southern Corporation (the “Company”) issued a press release reporting first-quarter results for 2025, as well as its Quarterly Financial Data for the first 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 |
Description |
|
99.1 | Press Release dated April 23, 2025 | |
99.2 | 2025 Q1 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. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SIGNATURES |
NORFOLK SOUTHERN CORPORATION |
(Registrant) |
/s/ Jeremy Ballard |
Name: Jeremy Ballard |
Title: Corporate Secretary |
Date: April 23, 2025 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Norfolk Southern reports first quarter 2025 results
Delivers adjusted net income and EPS growth of 8% despite weather-related disruptions
Reiterates full-year guidance while recognizing macro-economic uncertainty
ATLANTA, April 23, 2025 – Norfolk Southern Corporation (NYSE: NSC) announced Wednesday its first quarter 2025 financial results. For the quarter, revenue was $3.0 billion, income from railway operations was $1.1 billion, operating ratio was 61.7%, and diluted earnings per share were $3.31.
After adjusting the results to exclude the Eastern Ohio incident, first quarter income from railway operations was $961 million, the operating ratio was 67.9%, and diluted earnings per share were $2.69.
Insurance recoveries related to the Eastern Ohio incident exceeded incremental costs in the quarter.
“The Thoroughbred team once again demonstrated tremendous resilience in the quarter, overcoming a disruptive winter storm season to deliver an improved operating ratio, earnings growth, and a consistent service experience for our customers,” said President and CEO Mark George. “I’d like to thank our entire team of dedicated railroaders for their outstanding efforts to generate these results. Our service performance is increasing our customers’ confidence in Norfolk Southern and allowing us to gain share.”
First Quarter Summary
• | Railway operating revenues of $3.0 billion, down $11 million compared to the first quarter 2024. |
• | Excluding the impact of fuel surcharge revenue, which was lower compared to the prior year, railway operating revenues were $2.8 billion, up $47 million, or 2%, compared to adjusted first quarter of 2024, on volume growth of 1%. |
• | Income from railway operations was $1.1 billion, an increase of $933 million, compared to first quarter 2024. |
• | Adjusting for the Eastern Ohio incident, income from railway operations was $961 million, up $57 million, or 6%, compared to adjusted first quarter 2024. |
• | Operating ratio in the quarter was 61.7% compared to 92.9% in first quarter 2024. |
• | Adjusting for the Eastern Ohio incident, the operating ratio for the quarter was 67.9%. This represents 200 basis points of improvement from adjusted first quarter 2024 which was 69.9%. |
Norfolk Southern Corporation | 1
• | Diluted earnings per share were $3.31, up from $0.23 in first quarter 2024. |
• | Adjusting for the Eastern Ohio incident, diluted earnings per share were $2.69, up $0.20, or 8%, compared to adjusted first quarter 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
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) the nature and extent of the Company’s environmental remediation obligations with respect to the Eastern Ohio incident; (vi) new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident; and (vii) a significant cybersecurity incident or other disruption to our technology infrastructure. 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 well as the Company’s subsequent filings with the SEC, 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.
Norfolk Southern Corporation | 2
Non-GAAP Financial Measures
Information included within this press release contains non-GAAP financial measures, including revenues less fuel surcharges, 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 first quarter 2025 and 2024 non-GAAP financial results exclude the effects of the Eastern Ohio Incident (the Incident). Our first quarter 2024 non-GAAP financial results also exclude the effects of certain expenses related to restructuring and other charges, shareholder advisory costs, and a deferred tax adjustment. The following table adjusts our first quarter 2025 and first quarter 2024 GAAP financial results to exclude the effects of those items. In addition, railway operating revenues less fuel surcharge revenue is a non-GAAP financial measure and provided as supplemental information for investors in regard to the Company’s revenue trends by excluding the volatility introduced by fuel surcharges and is useful for period-over-period comparisons of these trends. 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 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 | 3
($ in millions, except per share amounts) | First Quarter 2025 |
|||
Railway operating revenues |
$ | 2,993 | ||
Less: fuel surcharge revenues |
(202 | ) | ||
|
|
|||
Railway operating revenues less fuel surcharge revenues |
$ | 2,791 | ||
|
|
|||
Income from railway operations |
$ | 1,146 | ||
Effect of Eastern Ohio incident |
(185 | ) | ||
|
|
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Adjusted income from railway operations |
$ | 961 | ||
|
|
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Operating ratio |
61.7 | % | ||
Effect of Eastern Ohio incident |
6.2 | % | ||
|
|
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Adjusted operating ratio |
67.9 | % | ||
|
|
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Diluted earnings per share |
$ | 3.31 | ||
Effect of Eastern Ohio incident |
(0.62 | ) | ||
|
|
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Adjusted diluted earnings per share |
$ | 2.69 | ||
|
|
($ in millions except per share amounts) | First Quarter 2024 |
|||
Railway operating revenues |
$ | 3,004 | ||
Less: fuel surcharge revenues |
(260 | ) | ||
|
|
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Railway operating revenues less fuel surcharge revenues |
$ | 2,744 | ||
|
|
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Income from railway operations |
$ | 213 | ||
Effect of the Incident and restructuring and other charges |
691 | |||
|
|
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Adjusted income from railway operations |
$ | 904 | ||
|
|
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Operating ratio |
92.9 | % | ||
Effect of the Incident and restructuring and other charges |
(23.0 | %) | ||
|
|
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Adjusted operating ratio |
69.9 | % | ||
|
|
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Diluted earnings per share |
$ | 0.23 | ||
Effect of the Incident, restructuring and other charges, shareholder advisory costs, and deferred tax adjustment |
2.26 | |||
|
|
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Adjusted diluted earnings per share |
$ | 2.49 | ||
|
|
Norfolk Southern Corporation | 4
Exhibit 99.2
Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)
First Quarter | ||||||||
2025 | 2024 | |||||||
(in millions, except per share amounts) | ||||||||
Railway operating revenues |
||||||||
Merchandise |
$ | 1,863 | $ | 1,863 | ||||
Intermodal |
760 | 745 | ||||||
Coal |
370 | 396 | ||||||
|
|
|
|
|||||
Total railway operating revenues |
2,993 | 3,004 | ||||||
|
|
|
|
|||||
Railway operating expenses |
||||||||
Compensation and benefits |
739 | 736 | ||||||
Purchased services and rents |
498 | 528 | ||||||
Fuel |
244 | 284 | ||||||
Depreciation |
346 | 337 | ||||||
Materials and other |
205 | 215 | ||||||
Restructuring and other charges |
— | 99 | ||||||
Eastern Ohio incident |
(185 | ) | 592 | |||||
|
|
|
|
|||||
Total railway operating expenses |
1,847 | 2,791 | ||||||
|
|
|
|
|||||
Income from railway operations |
1,146 | 213 | ||||||
Other income – net |
31 | 18 | ||||||
Interest expense on debt |
199 | 201 | ||||||
|
|
|
|
|||||
Income before income taxes |
978 | 30 | ||||||
Income taxes |
228 | (23 | ) | |||||
|
|
|
|
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Net income |
$ | 750 | $ | 53 | ||||
|
|
|
|
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Earnings per share – diluted |
$ | 3.31 | $ | 0.23 | ||||
Weighted average shares outstanding – diluted |
226.5 | 226.2 |
See accompanying notes to consolidated financial statements.
Norfolk Southern Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
March 31, | December 31, | |||||||
2025 | 2024 | |||||||
($ in millions) | ||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 1,006 | $ | 1,641 | ||||
Accounts receivable – net |
1,231 | 1,069 | ||||||
Materials and supplies |
273 | 277 | ||||||
Other current assets |
191 | 201 | ||||||
|
|
|
|
|||||
Total current assets |
2,701 | 3,188 | ||||||
Investments |
4,003 | 3,370 | ||||||
Properties less accumulated depreciation of $14,188 and $13,957, respectively |
35,803 | 35,831 | ||||||
Other assets |
1,293 | 1,293 | ||||||
|
|
|
|
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Total assets |
$ | 43,800 | $ | 43,682 | ||||
|
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|
|
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Liabilities and stockholders’ equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 1,445 | $ | 1,704 | ||||
Income and other taxes |
490 | 337 | ||||||
Other current liabilities |
960 | 949 | ||||||
Current maturities of long-term debt |
555 | 555 | ||||||
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|
|
|
|||||
Total current liabilities |
3,450 | 3,545 | ||||||
Long-term debt |
16,660 | 16,651 | ||||||
Other liabilities |
1,702 | 1,760 | ||||||
Deferred income taxes |
7,477 | 7,420 | ||||||
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|
|
|
|||||
Total liabilities |
29,289 | 29,376 | ||||||
Stockholders’ equity: |
||||||||
Common stock $1.00 per share par value, 1,350,000,000 shares authorized; outstanding 225,443,501 and 226,320,894 shares, respectively, net of treasury shares |
227 | 228 | ||||||
Additional paid-in capital |
2,249 | 2,247 | ||||||
Accumulated other comprehensive loss |
(261 | ) | (262 | ) | ||||
Retained income |
12,296 | 12,093 | ||||||
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|
|
|
|||||
Total stockholders’ equity |
14,511 | 14,306 | ||||||
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|
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Total liabilities and stockholders’ equity |
$ | 43,800 | $ | 43,682 | ||||
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|
|
|
See accompanying notes to consolidated financial statements.
Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
First Three Months | ||||||||
2025 | 2024 | |||||||
($ in millions) | ||||||||
Cash flows from operating activities |
||||||||
Net income |
$ | 750 | $ | 53 | ||||
Reconciliation of net income to net cash provided by operating activities: |
||||||||
Depreciation |
346 | 337 | ||||||
Deferred income taxes |
57 | (26 | ) | |||||
Gains and losses on properties |
(23 | ) | (1 | ) | ||||
Changes in assets and liabilities affecting operations: |
||||||||
Accounts receivable |
(165 | ) | (51 | ) | ||||
Materials and supplies |
4 | (6 | ) | |||||
Other current assets |
31 | 33 | ||||||
Current liabilities other than debt |
22 | 560 | ||||||
Other – net |
(72 | ) | (60 | ) | ||||
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|
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Net cash provided by operating activities |
950 | 839 | ||||||
Cash flows from investing activities |
||||||||
Property additions |
(449 | ) | (557 | ) | ||||
Acquisition of assets of CSR |
— | (1,642 | ) | |||||
Property sales and other transactions |
18 | 32 | ||||||
Investment purchases |
(609 | ) | (1 | ) | ||||
Investment sales and other transactions |
19 | 324 | ||||||
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|
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Net cash used in investing activities |
(1,021 | ) | (1,844 | ) | ||||
Cash flows from financing activities |
||||||||
Dividends |
(306 | ) | (305 | ) | ||||
Common stock transactions |
(9 | ) | (6 | ) | ||||
Purchase and retirement of common stock |
(248 | ) | — | |||||
Proceeds from borrowings |
— | 400 | ||||||
Debt repayments |
(1 | ) | — | |||||
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|
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|
|||||
Net cash provided by (used in) financing activities |
(564 | ) | 89 | |||||
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|
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Net decrease in cash and cash equivalents |
(635 | ) | (916 | ) | ||||
Cash and cash equivalents |
||||||||
At beginning of year |
1,641 | 1,568 | ||||||
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At end of period |
$ | 1,006 | $ | 652 | ||||
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Supplemental disclosures of cash flow information |
||||||||
Cash paid during the period for: |
||||||||
Interest (net of amounts capitalized) |
$ | 192 | $ | 182 | ||||
Income taxes (net of refunds) |
1 | (2 | ) |
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Restructuring and Other Charges
During the first quarter of 2024, we recognized $99 million for restructuring and other charges. This includes $64 million of costs associated with our voluntary and involuntary separation programs that reduced our management workforce and $35 million in costs associated with the appointment of our chief operating officer.
2. Eastern Ohio Incident
On February 3, 2023, a train operated by us derailed in East Palestine, Ohio (the Incident). Insurance recoveries exceeded expenses by $185 million in the first quarter of 2025 compared to expenses of $592 million in the first quarter of 2024. The total expense recognized includes the impact of $224 million and $108 million in insurance recoveries during first quarter 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. No amounts have been recorded related to potential third-party recoveries, which may reduce amounts payable by our insurers under applicable insurance coverage.
3. Shareholder Advisory Costs
During the first quarter of 2024, the Company recorded $21 million in costs associated with shareholder advisory matters, which are included in “Other income – net.”
4. Deferred Income Taxes
In the first quarter 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.
5. Stock Repurchase Program
We repurchased and retired 1.0 million shares of common stock under our stock repurchase program in the first three months of 2025 at a cost of $250 million, inclusive of excise taxes, while we did not repurchase any shares of common stock in the first three months of 2024.