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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):
July 29, 2025 (July 29, 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
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 July 29, 2025, Norfolk Southern Corporation (the “Company”) issued a press release reporting second-quarter results for 2025, as well as its Quarterly Financial Data for the second quarter of 2025 and an earnings presentation regarding second-quarter results for 2025. A copy of the press release is attached as Exhibit 99.1, a copy of the Quarterly Financial Data is attached as Exhibit 99.2 and a copy of the earnings presentation is attached as Exhibit 99.3, 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 July 29, 2025 | |
| 99.2 | 2025 Q2 Financial Data | |
| 99.3 | 2025 Q2 Earnings Presentation dated July 29, 2025 | |
| 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: July 29, 2025 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Norfolk Southern reports second quarter 2025 results
Delivers net income and EPS growth of 4% and 5%, respectively; adjusted net income and EPS improved 7% and 8%, respectively
Expects 2%-3% growth in revenues and 100–150 bps of improvement in adjusted OR for the full year
ATLANTA, July 29, 2025 – Norfolk Southern Corporation (NYSE: NSC) announced Tuesday its second quarter 2025 financial results. For the quarter, revenue was $3.1 billion, income from railway operations was $1.2 billion, operating ratio was 62.2%, and diluted earnings per share were $3.41. Recoveries related to the Eastern Ohio incident exceeded incremental costs in the quarter.
After adjusting the results to exclude restructuring and other charges as well as the effects of the Eastern Ohio incident, second quarter income from railway operations was $1.1 billion, the operating ratio was 63.4%, and diluted earnings per share were $3.29.
“This quarter, Norfolk Southern delivered another set of strong results — growing volumes, managing costs, and delivering 8% EPS growth. While we remain clear-eyed about market uncertainty, our performance reflects the strength of our strategy and our ability to continue disciplined execution, relentless focus on safety and seamless customer service,” said President and CEO Mark George. “We’re controlling what we can control and, in fact, are ahead of schedule on our productivity targets thanks to the exceptional efforts of our Thoroughbred team.”
Second Quarter Summary
| • | Railway operating revenues of $3.1 billion, an increase of $66 million compared to the second quarter 2024, on volume growth of 3%. |
| • | Excluding the impact of fuel surcharge revenue, which was lower compared to the prior year, railway operating revenues were $2.9 billion, up $122 million, or 4%, compared to adjusted second quarter of 2024. |
| • | Income from railway operations was $1.2 billion, an increase of $44 million, compared to second quarter 2024. |
| • | Adjusting for restructuring and other costs and the effects of the Eastern Ohio incident, income from railway operations was $1.1 billion, up $75 million, or 7%, compared to adjusted second quarter 2024. |
| • | Operating ratio in the quarter was 62.2% compared to 62.8% in second quarter 2024. |
| • | Adjusting for restructuring and other costs and the effects of the Eastern Ohio incident, the operating ratio for the quarter was 63.4%. This represents 170 basis points of improvement from adjusted second quarter 2024 which was 65.1%. |
Norfolk Southern Corporation | 1
| • | Diluted earnings per share were $3.41, up from $3.25 in second quarter 2024. |
| • | Adjusting for restructuring and other costs and the effects of the Eastern Ohio incident, diluted earnings per share were $3.29, up $0.23, or 8%, compared to adjusted second quarter 2024. |
2025 Outlook and Guidance
| • | Continue to expect revenue growth in 2025, but given dynamic economic environment, updating full year revenue growth expectation to 2-3% vs. 2024 |
| • | Adjusted operating ratio improvement for 2025 now expected to be 100-150 bps better than 2024; however, third quarter 2025 is expected to be pressured due to a weaker than expected revenue environment early in the quarter |
| • | Raising expected productivity savings in 2025 to $175+ million as cost-control and targeted initiatives are yielding strong results |
Union Pacific Transaction and Conference Call
In a separate release issued today, Norfolk Southern and Union Pacific announced an agreement to combine in a stock and cash transaction to create America’s first transcontinental railroad. Under the terms of the agreement, Norfolk Southern shareholders will receive 1.0 Union Pacific common share and $88.82 in cash for each share of Norfolk Southern common stock. The implied value of $320 per share represents an implied total enterprise value for Norfolk Southern of $85 billion based on Union Pacific’s closing stock price on July 16, 2025.
Union Pacific and Norfolk Southern will host a joint investor conference call today at 8:30 AM (ET) to discuss the announcement. A live webcast of the call and the replay will be available on the Union Pacific website at https://investor.unionpacific.com/events-presentations and the Norfolk Southern website at https://norfolksouthern.investorroom.com/events. Supporting materials will be posted on up-nstranscontinental.com. To listen to the live conference call, dial 1-800-836-8184. As a result of this announcement, Norfolk Southern will not hold a second quarter 2025 earnings call.
###
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
Norfolk Southern Corporation | 2
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; (vii) a significant cybersecurity incident or other disruption to our technology infrastructure; and (viii) the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Union Pacific and the Company providing for the acquisition of the Company by Union Pacific (the “Transaction”); the possibility that the Transaction does not close when expected or at all because required Surface Transportation Board, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth from the Transaction, or that such benefits may take longer to realize or be more costly to achieve than expected; disruption to the Company’s business as a result of the announcement and pendency of the Transaction; the costs associated with the anticipated length of time of the pendency of the Transaction, including the restrictions contained in the definitive merger agreement on the ability of the Company to operate its business outside the ordinary course during the pendency of the Transaction; the diversion of the Company’s management’s attention and time from ongoing business operations and opportunities on merger-related matters; and reputational risk and potential adverse reactions of Union Pacific’s or the Company’s customers, suppliers, employees, labor unions or other business partners, including those resulting from the announcement or completion of the Transaction. 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 | 3
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). With respect to projections and estimates for future non-GAAP operating ratio, including full-year 2025 adjusted operating ratio guidance, the Company is unable to predict or estimate the ultimate outcome of certain items required for the GAAP measure without unreasonable effort. Information about the adjustments that are not currently available to the Company could have a potentially unpredictable and significant impact on future GAAP results.
Our second quarter 2025 and 2024 non-GAAP financial results exclude restructuring and other charges and the effects of the Eastern Ohio Incident (the Incident). Our second quarter 2024 non-GAAP financial results also exclude shareholder advisory costs. The following tables adjust our second quarter 2025 and second 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 is 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 | 4
| ($ in millions, except per share amounts) | Second Quarter 2025 |
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| Railway operating revenues |
$ | 3,110 | ||
| Less: fuel surcharge revenues |
(203 | ) | ||
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| Railway operating revenues less fuel surcharge revenues |
$ | 2,907 | ||
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| Income from railway operations |
$ | 1,175 | ||
| Effect of the Incident and restructuring and other charges |
(37 | ) | ||
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| Adjusted income from railway operations |
$ | 1,138 | ||
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| Operating ratio |
62.2 | % | ||
| Effect of the Incident and restructuring and other charges |
1.2 | % | ||
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| Adjusted operating ratio |
63.4 | % | ||
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| Diluted earnings per share |
$ | 3.41 | ||
| Effect of the Incident and restructuring and other charges |
(0.12 | ) | ||
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| Adjusted diluted earnings per share |
$ | 3.29 | ||
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| ($ in millions except per share amounts) | Second Quarter 2024 |
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| Railway operating revenues |
$ | 3,044 | ||
| Less: fuel surcharge revenues |
(259 | ) | ||
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|
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| Railway operating revenues less fuel surcharge revenues |
$ | 2,785 | ||
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|
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| Income from railway operations |
$ | 1,131 | ||
| Effect of the Incident and restructuring and other charges |
(68 | ) | ||
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| Adjusted income from railway operations |
$ | 1,063 | ||
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| Operating ratio |
62.8 | % | ||
| Effect of the Incident and restructuring and other charges |
2.3 | % | ||
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| Adjusted operating ratio |
65.1 | % | ||
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| Diluted earnings per share |
$ | 3.25 | ||
| Effect of the Incident, restructuring and other charges, and shareholder advisory costs |
(0.19 | ) | ||
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| Adjusted diluted earnings per share |
$ | 3.06 | ||
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Norfolk Southern Corporation | 5
Exhibit 99.2
Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)
| Second Quarter | First Six Months | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (in millions, except per share amounts) | ||||||||||||||||
| Railway operating revenues |
||||||||||||||||
| Merchandise |
$ | 1,972 | $ | 1,904 | $ | 3,835 | $ | 3,767 | ||||||||
| Intermodal |
743 | 742 | 1,503 | 1,487 | ||||||||||||
| Coal |
395 | 398 | 765 | 794 | ||||||||||||
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| Total railway operating revenues |
3,110 | 3,044 | 6,103 | 6,048 | ||||||||||||
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| Railway operating expenses |
||||||||||||||||
| Compensation and benefits |
692 | 700 | 1,431 | 1,436 | ||||||||||||
| Purchased services and rents |
520 | 516 | 1,018 | 1,044 | ||||||||||||
| Fuel |
219 | 257 | 463 | 541 | ||||||||||||
| Depreciation |
346 | 335 | 692 | 672 | ||||||||||||
| Materials and other |
195 | 173 | 400 | 388 | ||||||||||||
| Restructuring and other charges |
10 | (3 | ) | 10 | 96 | |||||||||||
| Eastern Ohio incident |
(47 | ) | (65 | ) | (232 | ) | 527 | |||||||||
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| Total railway operating expenses |
1,935 | 1,913 | 3,782 | 4,704 | ||||||||||||
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| Income from railway operations |
1,175 | 1,131 | 2,321 | 1,344 | ||||||||||||
| Other income – net |
24 | 17 | 55 | 35 | ||||||||||||
| Interest expense on debt |
201 | 204 | 400 | 405 | ||||||||||||
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| Income before income taxes |
998 | 944 | 1,976 | 974 | ||||||||||||
| Income taxes |
230 | 207 | 458 | 184 | ||||||||||||
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| Net income |
$ | 768 | $ | 737 | $ | 1,518 | $ | 790 | ||||||||
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| Earnings per share – diluted |
$ | 3.41 | $ | 3.25 | $ | 6.72 | $ | 3.48 | ||||||||
| Weighted average shares outstanding – diluted |
225.2 | 226.4 | 225.8 | 226.3 | ||||||||||||
See accompanying notes to consolidated financial statements.
Norfolk Southern Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ($ in millions) | ||||||||
| Assets |
||||||||
| Current assets: |
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| Cash and cash equivalents |
$ | 1,303 | $ | 1,641 | ||||
| Accounts receivable – net |
1,123 | 1,069 | ||||||
| Materials and supplies |
313 | 277 | ||||||
| Other current assets |
168 | 201 | ||||||
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| Total current assets |
2,907 | 3,188 | ||||||
| Investments |
4,038 | 3,370 | ||||||
| Properties less accumulated depreciation of $14,250 and $13,957, respectively |
35,921 | 35,831 | ||||||
| Other assets |
1,289 | 1,293 | ||||||
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| Total assets |
$ | 44,155 | $ | 43,682 | ||||
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| Liabilities and stockholders’ equity |
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| Current liabilities: |
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| Accounts payable |
$ | 1,504 | $ | 1,704 | ||||
| Income and other taxes |
223 | 337 | ||||||
| Other current liabilities |
1,037 | 949 | ||||||
| Current maturities of long-term debt |
903 | 555 | ||||||
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| Total current liabilities |
3,667 | 3,545 | ||||||
| Long-term debt |
16,464 | 16,651 | ||||||
| Other liabilities |
1,708 | 1,760 | ||||||
| Deferred income taxes |
7,529 | 7,420 | ||||||
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| Total liabilities |
29,368 | 29,376 | ||||||
| Stockholders’ equity: |
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| Common stock $1.00 per share par value, 1,350,000,000 shares authorized; outstanding 224,614,894 and 226,320,894 shares, respectively, net of treasury shares |
226 | 228 | ||||||
| Additional paid-in capital |
2,259 | 2,247 | ||||||
| Accumulated other comprehensive loss |
(261 | ) | (262 | ) | ||||
| Retained income |
12,563 | 12,093 | ||||||
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| Total stockholders’ equity |
14,787 | 14,306 | ||||||
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| Total liabilities and stockholders’ equity |
$ | 44,155 | $ | 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 Six Months | ||||||||
| 2025 | 2024 | |||||||
| ($ in millions) | ||||||||
| Cash flows from operating activities |
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| Net income |
$ | 1,518 | $ | 790 | ||||
| Reconciliation of net income to net cash provided by operating activities: |
||||||||
| Depreciation |
692 | 672 | ||||||
| Deferred income taxes |
109 | 5 | ||||||
| Gains and losses on properties |
(57 | ) | (25 | ) | ||||
| Changes in assets and liabilities affecting operations: |
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| Accounts receivable |
(57 | ) | (43 | ) | ||||
| Materials and supplies |
(36 | ) | (44 | ) | ||||
| Other current assets |
54 | 57 | ||||||
| Current liabilities other than debt |
(106 | ) | 596 | |||||
| Other – net |
(90 | ) | (133 | ) | ||||
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| Net cash provided by operating activities |
2,027 | 1,875 | ||||||
| Cash flows from investing activities |
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| Property additions |
(924 | ) | (1,125 | ) | ||||
| Acquisition of assets of CSR |
— | (1,643 | ) | |||||
| Property sales and other transactions |
66 | 70 | ||||||
| Investment purchases |
(613 | ) | (206 | ) | ||||
| Investment sales and other transactions |
36 | 337 | ||||||
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| Net cash used in investing activities |
(1,435 | ) | (2,567 | ) | ||||
| Cash flows from financing activities |
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| Dividends |
(609 | ) | (610 | ) | ||||
| Common stock transactions |
(8 | ) | (5 | ) | ||||
| Purchase and retirement of common stock |
(456 | ) | — | |||||
| Proceeds from borrowings |
396 | 600 | ||||||
| Debt repayments |
(253 | ) | (202 | ) | ||||
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| Net cash used in financing activities |
(930 | ) | (217 | ) | ||||
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| Net decrease in cash and cash equivalents |
(338 | ) | (909 | ) | ||||
| Cash and cash equivalents |
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| At beginning of year |
1,641 | 1,568 | ||||||
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| At end of period |
$ | 1,303 | $ | 659 | ||||
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| Supplemental disclosures of cash flow information |
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| Cash paid during the period for: |
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| Interest (net of amounts capitalized) |
$ | 378 | $ | 373 | ||||
| Income taxes (net of refunds) |
414 | 107 | ||||||
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Restructuring and Other Charges
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. During the first six months of 2024, we recognized $96 million for restructuring and other charges. This includes $61 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. Additionally, “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.
2. Eastern Ohio Incident
On February 3, 2023, a train operated by us derailed in East Palestine, Ohio (the Incident). Recoveries exceeded expenses by $232 million in the first six months of 2025 as compared to expenses of $527 million during the first six months of 2024. Recoveries exceeded expenses by $47 million and $65 million in the second quarters of 2025 and 2024, respectively. The total expense recognized includes the impact of $378 million and $264 million in recoveries during the first six months of 2025 and 2024, respectively, of which $154 million and $156 million was recognized in the second 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.
3. Shareholder Advisory Costs
“Other income – net” includes costs associated with shareholder advisory matters, which amounted to $29 million and $50 million during the second quarter and first six months of 2024, respectively.
4. Deferred Income Taxes
During the first six 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.
5. Stock Repurchase Program
We repurchased and retired 1.9 million shares of common stock under our stock repurchase program in the first six months of 2025 at a cost of $455 million, inclusive of accrued excise taxes, while we did not repurchase any shares of common stock in the first six months of 2024.
Exhibit 99.3 Q2 2025 EARNINGS July 29, 2025
FORWARD-LOOKING STATEMENTS / NON-GAAP MEASURES This presentation and the related materials contain “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 future performance of Norfolk Southern Corporation (NYSE: NSC) (“Norfolk Southern,” “NS,” the “Company,” “we,” “our,” or “us”) 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. The Company has based these forward-looking statements on management’s current expectations, assumptions, estimates, beliefs, and projections. 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; (vii) a significant cybersecurity incident or other disruption to our technology infrastructure; and (viii) the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Union Pacific and the Company providing for the acquisition of the Company by Union Pacific (the “Transaction”); the possibility that the Transaction does not close when expected or at all because required Surface Transportation Board, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth from the Transaction, or that such benefits may take longer to realize or be more costly to achieve than expected; disruption to the Company’s business as a result of the announcement and pendency of the Transaction; the costs associated with the anticipated length of time of the pendency of the Transaction, including the restrictions contained in the definitive merger agreement on the ability of the Company to operate its business outside the ordinary course during the pendency of the Transaction; the diversion of the Company’s management’s attention and time from ongoing business operations and opportunities on merger-related matters; and reputational risk and potential adverse reactions of Union Pacific’s or the Company’s customers, suppliers, employees, labor unions or other business partners, including those resulting from the announcement or completion of the Transaction. These and other important factors, including those discussed under “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”), may cause actual results, benefits, performance, or achievements to differ materially from those expressed or implied by these forward- looking statements. Please refer to these and our subsequent SEC filings for a full discussion of those risks and uncertainties we view as most important. Forward-looking statements are not, and should not be relied upon as, a guarantee of future events or performance, nor will they necessarily prove to be accurate indications of the times at or by which any such events or performance will be achieved. As a result, actual outcomes and results may differ materially from those expressed in 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, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition to disclosing financial results in accordance with U.S. GAAP, the accompanying presentation contains non-GAAP financial measures. These non-GAAP measures should be viewed as a supplement to and not a substitute for our U.S. GAAP measures, and the financial results calculated in accordance with U.S. GAAP and reconciliations from these results should be carefully evaluated. 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 certain costs set forth in the accompanying reconciliations. 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. Reconciliations to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP can be found on slides 10-14 hereto, as well as on our website at www.norfolksouthern.com on the Investors page under Events and Presentations. 2
OPERATIONS OVERVIEW
SAFETY Investment in Safety continues to produce results FRA Personal Injury Index FRA Accident Rate FRA Mainline Accident Rate 4.53 0.93 5-Year FY Average 5-Year FY Average 5-Year FY Average 3.95 1.16 1.09 1.04 0.62 1.01 3.07 0.56 0.38 2.03 2022 2023 2024 YTD 2022 2023 2024 YTD 2022 2023 2024 YTD 2025 2025 2025 FRA Personal Injury Index calculates the number FRA Train Accident Rate calculates the total FRA Mainline Accident Rate calculates the total number of of reportable injuries/illnesses per year per reportable events occurring on that portion of the track that number of reportable accidents per million 200,000 hours worked. train miles. connects stations (other than auxiliary track) on which trains operate (a “Mainline”) per one million Mainline miles. More than 2,300 employees engaged in Safety camp, the foundational course of our Thoroughbred Academy The amounts above are reported through June 30th, 2025 and remain subject to future adjustment due to updated medical reports (with respect to the FRA Personal Injury Index) or cost information (with respect to the FRA Accident Rate and the 4 FRA Mainline Accident Rate) or other FRA review. The amounts provided for 2025 are preliminary and include data not yet reported to the FRA. Five-Year Averages as presented are provided through December 31, 2024. Better Better Better
NETWORK UPDATE NETWORK HEALTH ASSET EFFICIENCY CUSTOMER FACING AAR Terminal Dwell (Hours) Car Miles per Day Intermodal Svc Composite 91% 118 22.9 89% 89% 22.7 117 22.5 22.5 116 22.1 115 86% 85% 113 Q2 Q3 Q4 Q1 Q2 Q2 Q3 Q4 Q1 Q2 Q2 Q3 Q4 Q1 Q2 2024 2024 2024 2025 2025 2024 2024 2024 2025 2025 2024 2024 2024 2025 2025 Train Speed (MPH) Locomotive Productivity Merch Plan Compliance (GTMs / Avail HP) 22.5 22.4 22.3 21.8 131 21.6 130 130 82% 81% 80% 20.3 20.3 79% 78% 19.9 122 19.3 19.2 115 Q2 Q3 Q4 Q1 Q2 Q2 Q3 Q4 Q1 Q2 Q2 Q3 Q4 Q1 Q2 2024 2024 2024 2025 2025 2024 2024 2024 2025 2025 2024 2024 2024 2025 2025 5 5-Year FY Average Better Better Better Better Better Better
Fuel Efficiency PSR 2.0 % Fuel Consumed per 1000 GTM’s TRANSFORMATION 1.30 1.25 1.20 Delivering Financial Commitment Cost Takeout 1.15 1.10 ~$550M On Track To Exceed Exceeded 1.05 ~$150M $292M 1.00 0.95 0.90 2019 2020 2021 2022 2023 2024 2025 2024 2025 2026 6 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Better
MARKET OVERVIEW
2ND QUARTER 2025 RESULTS Q2 2025 vs. Q2 2024 / Revenue change $ in millions / favorable / unfavorable Q2 2024 Q2 2025 40 out of 41 Merchandise Intermodal Coal Fuel Total consecutive quarters of y-o-y 600,600 4% 1,010,900 1% 181,700 12% 1,793,200 3% Volume (1) RPU (less fuel) growth in $1,972M 4% $743M – $395M (1%) $3,110M 2% Revenue RECORD Merchandise $3,282 (1%) $735 (1%) $2,173 (11%) $1,734 (1%) RPU (1) – $1,899M 5% $619M 4% $389M $203M (22%) $2,907M 4% Revenue (less fuel) RECORD RECORD (1) $613 4% $2,142 (10%) $1,621 1% RPU (less fuel) $3,159 1% (1) Please see reconciliation to GAAP posted on our website on the Investors page under Events and Presentations. 8
FINANCIAL RESULTS
RECONCILIATION OF SECOND QUARTER 2025 NON-GAAP RESULTS $ in millions, except per share Non-GAAP adjustment Increase / (Decrease) E. Ohio Restructuring (1) GAAP Adjusted Incident and other Q2’25 Q2’25 net recovery charges $3,110 Revenues $3,110 – – Operating expenses $1,935 $47 ($10) $1,972 Operating ratio 62.2% 150 bps (30 bps) 63.4% Operating income $1,175 ($47) $10 $1,138 Income tax expense $230 ($12) $2 $220 $741 Net income $768 ($35) $8 EPS – diluted $3.41 ($0.16) $0.04 $3.29 E. Ohio Detail Legal & $107 other Recoveries ($154) (1) Adjusted results modifies Q2’25 GAAP results for expenses associated with the Eastern Ohio incident and restructuring and other charges. All presentations of revenues above refer to U.S. GAAP (1) Adjusted results modifies Q4’23 GAAP results for expenses associated with the Eastern Ohio incident. All presentations of revenues above refer to U.S. GAAP revenue. 10 revenue. Please see the reconciliation to GAAP posted on our website on the Investors page under Events and Presentations. Please see reconciliation to GAAP posted on our website on the Investors page under Events and Presentations for this event.
RECONCILIATION OF SECOND QUARTER 2024 NON-GAAP RESULTS $ in millions, except EPS Non-GAAP adjustments Increase / (Decrease) (1) Shareholder E. Ohio Restructuring GAAP Adjusted Incident and Other Advisory Q2’24 Q2’24 Costs Charges Costs Revenues $3,044 - - - $3,044 Operating expenses $1,913 $65 $3 - $1,981 Operating ratio 62.8% 220 bps 10 bps - 65.1% Operating income $1,131 ($65) ($3) - $1,063 Other income-net $17 - ($20) $29 $26 Income tax expense $207 ($16) ($7) $7 $191 Net income $737 ($49) ($16) $22 $694 EPS - diluted $3.25 ($0.22) ($0.07) $0.10 $3.06 E. Ohio Detail Restructuring & Other Detail Env. $53 Other $38 Separation ($3) Recoveries Curtailment ($156) ($20) Net ($65) (1) Adjusted results modifies Q2'24 GAAP results for expenses associated with the Eastern Ohio incident, restructuring and other charges, and shareholder advisory costs. All presentations of revenues above refer to U.S. GAAP revenue. Please see the reconciliation to GAAP posted on our website on the Investors page under Events and Presentations. 11
RECONCILIATION OF FIRST QUARTER 2025 NON-GAAP RESULTS $ in millions, except per share Non-GAAP adjustment Increase / (Decrease) E. Ohio (1) GAAP Adjusted Incident Q1’25 Q1’25 net recovery Revenues $2,993 – $2,993 Operating expenses $1,847 $185 $2,032 Operating ratio 61.7% 620 bps 67.9% Operating income $1,146 ($185) $961 Income tax expense $228 ($44) $184 Net income $750 ($141) $609 EPS – diluted $3.31 ($0.62) $2.69 E. Ohio Detail Legal & $39 other Recoveries ($224) (1) Adjusted results modifies Q1’25 GAAP results for expenses associated with the Eastern Ohio incident. All presentations of revenues above refer to U.S. GAAP revenue. Please see the reconciliation to GAAP (1) Adjusted results modifies Q4’23 GAAP results for expenses associated with the Eastern Ohio incident. All presentations of revenues above refer to U.S. GAAP revenue. 12 posted on our website on the Investors page under Events and Presentations. Please see reconciliation to GAAP posted on our website on the Investors page under Events and Presentations for this event.
(1) ADJUSTED RESULTS Second quarter versus prior year and prior quarter favorable / unfavorable $ millions, except per share (1) Adjusted Q2’25 vs. Q2’24 Q2’25 vs. Q1’25 Q2’25 Q2’24 Q1’25 Variances Variances Revenues $3,110 $3,044 $2,993 $66 2% $117 4% ($60) (3%) Operating expenses $1,972 $1,981 $2,032 ($9) -% Operating ratio 63.4% 65.1% 67.9% 170 bps 450 bps $177 18% Operating income $1,138 $1,063 $961 $75 7% Net income $741 $694 $609 $47 7% $132 22% $0.60 22% EPS – diluted $3.29 $3.06 $2.69 $0.23 8% (1) Adjusted Q2’25 results modifies Q2’25 GAAP for expenses associated with the Eastern Ohio incident and restructuring and other charges. Adjusted Q2’24 results modifies Q2’24 GAAP results for expenses associated with the Eastern Ohio incident, restructuring and other charges, and shareholder advisory costs. Adjusted Q1’25 results modifies Q1’25 GAAP results for expenses associated with the Eastern Ohio incident. All presentations of revenues above refer to U.S. GAAP revenue. Please see the reconciliation to GAAP posted on our website on the Investors page under Events and Presentations. 13
(1) ADJUSTED OPERATING EXPENSES Second quarter 2025 vs. 2024 favorable / unfavorable $ millions $22 $11 $1,981 $1,972 $4 ↑13% ↑3% ↑1% $38 $8 ↓15% $9 ↓1% ↓--% Price $36 Productivity $28 Purch. Svcs. $10 Claims ($9) Efficiency $11 Benefits $5 Rents ($14) Materials ($6) Pay rates ($24) Other ($7) Volume ($12) (1) (1) 2024 Fuel Compensation Depreciation Materials & 2025 Purchased Other & Benefits Svcs & Rents Continued momentum with productivity gains in the quarter (1) Adjusted results modifies Q2’25 and Q2’24 for expenses associated with the Eastern Ohio incident and restructuring and other charges. Please see the reconciliation to GAAP posted on our website on the 14 Investors page under Events and Presentations.
(1) ADJUSTED FINANCIAL RESULTS Second quarter 2025 vs. 2024 favorable / unfavorable $ millions, except per share Revenue Operating Operating Operating Net Earnings $66 Expense Ratio Income Income Per Share 2% $9 $0.23 $3,110 $3,044 --% 8% $75 $3.29 $1,981 $1,972 $47 7% $3.06 170 7% bps $1,138 65.1% $741 $1,063 $694 63.4% 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 Operating ratio improvem 1 ent driven by revenue growth along with continued productivity 1 1 (1) Reflects Adjusted 2024 and 2023 results for Operating Expense, Operating Ratio, Operating Income, Net Income, and Earnings Per Share by modifying GAAP results for the Eastern Ohio incident, (1) Adjusted results modifies Q2’25 and Q2’24 for expenses associated with the Eastern Ohio incident and restructuring and other charges. Additionally, Q2’24 results are modified for expenses associated with restructuring and other charges, gains on railway line transactions, shareholder advisory costs, and a deferred tax adjustment. All presentations of revenues above refer to U.S. GAAP revenue. Please shareholder advisory matters. All presentations of revenues above refer to U.S. GAAP revenue. Please see the reconciliation to GAAP posted on our website on the Investors page under Events and Presentations. 15 see reconciliation to GAAP posted on our website on the Investors page under Events and Presentations for this event.
2025 GUIDANCE Comparison of 2025 Guidance Previous Current Productivity / $150M+ $175M+ Annual Cost-Savings Revenue Growth 3% 2% – 3% Adjusted Operating Ratio 150 bps 100 – 150 bps (1) Improvement Y-o-Y ➢ Expecting Q3 2025 adjusted operating ratio to be pressured after a soft revenue environment to start the quarter ➢ Ceased share repurchase program (1) With respect to projections and estimates for future non-GAAP operating ratio, including full-year 2025 adjusted operating ratio guidance, the Company is unable to predict or estimate with reasonable certainty the ultimate outcome of certain items required for the GAAP measure without unreasonable effort. Information about the adjustments that are not currently available to the Company could have a potentially 16 unpredictable and significant impact on future GAAP results.
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APPENDIX 18
NETWORK METRICS (DEFINITIONS) • Terminal Dwell: The average time a car resides at the specified terminal location expressed in hours. The measurement begins with a customer release, received interchange, or train arrival event and ends with a customer placement (actual or constructive), delivered or offered in interchange, or train departure event. Cars that move through a terminal on a run-through train are excluded, as are stored, bad ordered, and maintenance of way cars. • Train Speed: Measures line-haul movement between terminals. The average speed is calculated by dividing train-miles by total hours operated, excluding yard and local trains, passenger trains, maintenance of way trains, and terminal time. • Car Miles per Day: Daily mileage per car in the operating inventory. • GTMs per Available Horsepower: Average gross ton miles moved each day divided by locomotive horsepower available for use in transportation service. • Intermodal Svc Composite: Measures container level trip plan performance in our three lines of Intermodal business: Premium, Domestic, and International, weighted by the proportion of revenue each represents. • MER Plan Compliance: Percentage of loaded shipments delivered no later than +24hrs of the First NS Trip Plan ETA. 19