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
| 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 | 7 | — | 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.
Source: SEC EDGAR · public domain · Highlights by Palanor