10-KPeriod: FY2025

NORFOLK SOUTHERN CORP Annual Report, Year Ended Dec 31, 2025

Filed February 9, 2026For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) has filed its 2025 10-K, revealing a significant development: a proposed merger with Union Pacific Corporation, announced on July 28, 2025. This transaction, structured as a stock-and-cash deal, is pending approval from the Surface Transportation Board (STB) and other regulatory bodies. If completed, shareholders will receive one share of Union Pacific common stock and $88.82 in cash for each NSC share. The company also reported stable railway operating revenues of $12.2 billion for 2025, with merchandise, intermodal, and coal forming the primary revenue streams. Financially, NSC demonstrated resilience with an improved operating ratio of 64.2% in 2025, down from 66.4% in 2024, indicating better cost management. Net income rose by 10% to $2.87 billion in 2025. The company continued to invest in its infrastructure, with property additions totaling $2.2 billion in 2025, focusing on track and equipment maintenance and upgrades. Notably, the company has made progress in resolving liabilities related to the Eastern Ohio Incident, with insurance recoveries exceeding incremental expenses in 2025.

Financial Highlights

45 data points
Beta

Revenue

$12.18B

Net Income

$2.87B

23.6% Net Margin

EPS (Diluted)

$12.75

Total Assets

$45.24B

Cash & Equivalents

$1.53B

Free Cash Flow

$2.16B

Financial Statements
Beta
Revenue$12.18B
Operating Expenses$7.82B
Operating Income$4.36B
Net Income$2.87B
EPS (Basic)$12.76
EPS (Diluted)$12.75
Shares Outstanding (Basic)225.00M
Shares Outstanding (Diluted)225.30M

Key Highlights

  • 1Announced merger agreement with Union Pacific Corporation on July 28, 2025, subject to regulatory approval.
  • 2Railway operating revenues remained stable at $12.2 billion in 2025.
  • 3Improved operating ratio to 64.2% in 2025, reflecting effective cost management.
  • 4Net income increased by 10% to $2.87 billion in 2025.
  • 5Capital expenditures for property additions totaled $2.2 billion in 2025, indicating continued investment in infrastructure.
  • 6Progress made in resolving Eastern Ohio Incident liabilities, with insurance recoveries exceeding expenses in 2025.
  • 7Labor agreements ratified with all unions, providing moratoriums until November 1, 2029.

Frequently Asked Questions

The most significant event is the announcement of the merger agreement with Union Pacific Corporation on July 28, 2025. This transaction is subject to regulatory approvals, including from the Surface Transportation Board (STB), and would result in Union Pacific acquiring Norfolk Southern.

Norfolk Southern reported stable railway operating revenues of $12.2 billion in 2025, similar to 2024. Net income increased by 10% to $2.87 billion in 2025. The company also improved its operating ratio to 64.2% in 2025 from 66.4% in 2024, indicating enhanced operational efficiency and cost control.

Norfolk Southern has made progress in resolving liabilities related to the Eastern Ohio Incident. In 2025, insurance recoveries exceeded incremental expenses associated with the incident. The company has accrued significant liabilities for ongoing legal and environmental matters related to the incident, with a portion of the Ohio Class Action settlement already paid and the remainder contingent on appeal resolutions.

In 2025, Norfolk Southern invested $2.2 billion in property additions, focusing on track maintenance, rail installations, surfaced track miles, and crosstie replacements, as well as equipment upgrades. The company also plans for approximately $1.9 billion in property additions for 2026.