Norfolk Southern · Earnings release · 8-K Exhibit 99

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

Fourth Quarter

Years Ended December 31,

(in millions, except per share amounts)

Railway operating revenues

Merchandise

$

$

$

$

Intermodal

Coal

Total railway operating revenues

Railway operating expenses

Compensation and benefits

Purchased services and rents

Fuel

Depreciation

Materials and other

Merger-related expenses

—

—

Restructuring and other charges

—

Eastern Ohio incident

)

)

)

Total railway operating expenses

Income from railway operations

Other income (expense) – net

(4

)

Interest expense on debt

Income before income taxes

Income taxes

Net income

$

$

$

$

Earnings per share – diluted

$

$

$

$

Weighted average shares outstanding – diluted

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

At December 31,

($ in millions)

Assets

Current assets:

Cash and cash equivalents

$

$

Accounts receivable – net

Materials and supplies

Other current assets

Total current assets

Investments

Properties less accumulated depreciation of $14,617 and $13,957, respectively

Other assets

Total assets

$

$

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

$

Income and other taxes

Other current liabilities

Current maturities of long-term debt

Total current liabilities

Long-term debt

Other liabilities

Deferred income taxes

Total liabilities

Stockholders’ equity:

Additional paid-in capital

Accumulated other comprehensive loss

)

)

Retained income

Total stockholders’ equity

Total liabilities and stockholders’ equity

$

$

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

Years Ended December 31,

($ in millions)

Cash flows from operating activities

Net income

$

$

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

Depreciation

Deferred income taxes

Gains and losses on properties

)

)

Changes in assets and liabilities affecting operations:

Accounts receivable

Materials and supplies

6

)

Other current assets

)

5

Current liabilities other than debt

Other – net

)

)

Net cash provided by operating activities

Cash flows from investing activities

Property additions

)

)

Acquisition of assets of CSR

—

)

Property sales and other transactions

Investment purchases

)

)

Investment sales and other transactions

Net cash used in investing activities

)

)

Cash flows from financing activities

Dividends

)

)

Common stock transactions

2

Purchase and retirement of common stock

)

—

Proceeds from borrowings

Debt repayments

)

)

Net cash used in financing activities

)

)

Net increase (decrease) in cash and cash equivalents

)

Cash and cash equivalents

At beginning of year

At end of year

$

$

Supplemental disclosures of cash flow information

Cash paid during the year for:

Interest (net of amounts capitalized)

$

$

Income taxes (net of refunds)

See accompanying notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS:

1. Gains on Railway Line Sales

During 2024, we completed sales of two railway lines in Virginia and North Carolina resulting in gains of $433 million on operating property transactions included in “Materials and other” expense, of which $53 million was recognized in the fourth quarter. The gains from these transactions are reflected in “Gains and losses on properties” and cash proceeds of $389 million are included in “Property sales and other transactions” on the Consolidated Statement of Cash Flows.

2. Merger-Related Expenses

T1During 2025, we incurred $80 million in merger-related expenses primarily related to employee retention agreements, third-party advisors, and legal services, of which $65 million was recognized in the fourth quarter.

3. Restructuring and Other Charges

T2Restructuring and other charges in 2025 includes expenses associated with the restructuring of certain technology functions, including severance costs for impacted employees, and the rationalization of certain software development projects that had not been placed into service. 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. During 2025 and 2024, we recorded $22 million and $183 million in restructuring and other charges, respectively, of which $27 million was incurred in the fourth quarter of 2024. Additionally, 2024 includes a $20 million curtailment gain on our other postretirement benefit plan resulting from the restructuring, which is reflected in “Other income – net.”

4. Eastern Ohio Incident

On February 3, 2023, a train operated by us derailed in East Palestine, Ohio (the Incident). T3During the fourth quarter and full year 2025, the overall expense impact on operating expenses resulting from costs and recoveries associated with the Incident was $29 million in net expenses and $190 million in net recoveries, respectively. During the fourth quarter and full year 2024, the Company recorded $43 million of net recoveries and $325 million of net expenses related to the Incident, respectively. The total expense recognized includes the impact of $418 million and $650 million in recoveries during 2025 and 2024, respectively, of which $24 million and $98 million were recognized in the fourth quarters of 2025 and 2024, respectively.

5. Shareholder Advisory Costs

“Other income – net” includes costs incurred in 2024 associated with shareholder advisory matters, which amounted to $8 million in the fourth quarter and $59 million for the full year.

6. Deferred Income Taxes

During 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

T4We repurchased and retired 2.2 million shares of common stock under our stock repurchase program in 2025 at a cost of $533 million, inclusive of accrued excise taxes, while we did not repurchase any shares of common stock in 2024.