10-QPeriod: Q3 FY2025

NORFOLK SOUTHERN CORP Quarterly Report for Q3 Ended Sep 30, 2025

Filed October 23, 2025For Securities:NSC

Summary

Norfolk Southern Corporation reported a decrease in net income to $711 million for the third quarter of 2025, down from $1,099 million in the same period last year. This decline is largely attributed to higher operating expenses, particularly the absence of significant gains on railway line sales recognized in the prior year and lower net benefits related to the Eastern Ohio Incident. Despite the quarterly dip, the first nine months of 2025 show an increase in net income to $2,229 million from $1,889 million in the comparable period of 2024, driven by improved operating results and lower overall expenses on an adjusted basis. The company has entered into a significant Merger Agreement with Union Pacific Corporation, subject to shareholder and regulatory approvals. This pending transaction introduces a degree of uncertainty but also highlights a strategic shift. Management is focused on navigating this transition while maintaining operational efficiency and productivity improvements, as evidenced by their commitment to industry-competitive margins.

Financial Statements
Beta
Revenue$3.10B
Operating Expenses$2.00B
Operating Income$1.10B
Net Income$711.00M
EPS (Basic)$3.16
EPS (Diluted)$3.16
Shares Outstanding (Basic)224.40M
Shares Outstanding (Diluted)224.70M

Key Highlights

  • 1Net income for the third quarter of 2025 was $711 million, a decrease from $1,099 million in Q3 2024, impacted by lower gains from asset sales and the Eastern Ohio Incident.
  • 2For the first nine months of 2025, net income increased to $2,229 million, up from $1,889 million in the prior year's comparable period, reflecting improved operating performance.
  • 3Norfolk Southern announced a Merger Agreement with Union Pacific Corporation on July 28, 2025, under which Union Pacific will acquire NSC in a stock-and-cash transaction valued at $88.82 cash per share, subject to shareholder and regulatory approvals.
  • 4Merger-related expenses totaled $15 million in the third quarter and first nine months of 2025, impacting reported results.
  • 5Railway operating revenues grew by 2% to $3,103 million in Q3 2025 and by 1% to $9,206 million for the first nine months, driven by merchandise traffic (automotive, chemicals) and favorable pricing, partially offset by lower fuel surcharge revenues.
  • 6The company continues to manage the financial impact of the Eastern Ohio Incident, with net benefits (recoveries exceeding expenses) of $11 million in Q3 2025, compared to $159 million in Q3 2024.
  • 7Total assets increased to $44,580 million as of September 30, 2025, from $43,682 million at December 31, 2024, with total liabilities remaining relatively stable at $29,439 million and $29,376 million respectively.

Frequently Asked Questions

The decrease in net income for the third quarter of 2025 was primarily due to the absence of significant gains on the sale of railway lines that were recognized in the third quarter of 2024, and lower net benefits related to the Eastern Ohio Incident in the current quarter.

Norfolk Southern Corporation entered into a Merger Agreement with Union Pacific Corporation on July 28, 2025. The transaction is structured as a stock-and-cash acquisition and is subject to customary closing conditions, including approval by each company's shareholders and the Surface Transportation Board (STB). Merger-related expenses of $15 million were incurred in the third quarter of 2025.

Railway operating revenues increased by 2% in the third quarter of 2025. Merchandise revenue saw a 6% increase, driven by strong performance in automotive and chemicals traffic. Intermodal revenue decreased slightly by 1%, while coal revenue declined by 12% due to reduced pricing and lower fuel surcharge revenue.

As of September 30, 2025, Norfolk Southern had $1.4 billion in cash and cash equivalents. Cash provided by operating activities was $3.3 billion for the first nine months of 2025. The debt-to-total capitalization ratio was 53.0% at September 30, 2025. The company has sufficient liquidity to meet its ongoing obligations and has access to borrowing capacity, though the Merger Agreement imposes certain restrictions.