EX-99.2 3 nsc-ex99_2.htm EX-99.2 EX-99.2

 

Exhibit 99.2

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

 

 

 

 

Fourth Quarter

 

 

 

Years Ended December 31,

 

 

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

 

 

 

(in millions, except per share amounts)

 

Railway operating revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merchandise

 

$

1,880

 

 

$

1,842

 

 

$

7,684

 

 

$

7,470

 

Intermodal

 

 

747

 

 

 

792

 

 

 

3,009

 

 

 

3,042

 

Coal

 

 

347

 

 

 

390

 

 

 

1,487

 

 

 

1,611

 

Total railway operating revenues

 

 

2,974

 

 

 

3,024

 

 

 

12,180

 

 

 

12,123

 

Railway operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

 

753

 

 

 

697

 

 

 

2,922

 

 

 

2,823

 

Purchased services and rents

 

 

558

 

 

 

507

 

 

 

2,095

 

 

 

2,048

 

Fuel

 

 

232

 

 

 

230

 

 

 

932

 

 

 

987

 

Depreciation

 

 

353

 

 

 

342

 

 

 

1,393

 

 

 

1,353

 

Materials and other

 

 

87

 

 

 

133

 

 

 

634

 

 

 

333

 

Merger-related expenses

 

 

65

 

 

 

 

 

 

80

 

 

 

 

Restructuring and other charges

 

 

 

 

 

27

 

 

 

22

 

 

 

183

 

Eastern Ohio incident

 

 

(11

)

 

 

(43

)

 

(254

)

 

 

325

 

Total railway operating expenses

 

 

2,037

 

 

1,893

 

 

 

7,824

 

 

 

8,052

 

Income from railway operations

 

 

937

 

 

 

1,131

 

 

 

4,356

 

 

 

4,071

 

Other income (expense) – net

 

 

23

 

 

 

(4

)

 

 

101

 

 

 

65

 

Interest expense on debt

 

 

195

 

 

 

199

 

 

 

792

 

 

 

807

 

Income before income taxes

 

 

765

 

 

 

928

 

 

 

3,665

 

 

 

3,329

 

Income taxes

 

 

121

 

 

 

195

 

 

 

792

 

 

 

707

 

Net income

 

$

644

 

 

$

733

 

 

$

2,873

 

 

$

2,622

 

Earnings per share – diluted

 

$

2.87

 

 

$

3.23

 

 

$

12.75

 

 

$

11.57

 

Weighted average shares outstanding – diluted

 

 

224.8

 

 

 

226.7

 

 

 

225.3

 

 

 

226.4

 

 

See accompanying notes to consolidated financial statements.


 

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

 

 

 

 

At December 31,

 

 

 

 

2025

 

 

2024

 

 

 

 

($ in millions)

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,530

 

 

$

1,641

 

Accounts receivable – net

 

 

988

 

 

 

1,069

 

Materials and supplies

 

 

271

 

 

 

277

 

Other current assets

 

 

409

 

 

 

201

 

Total current assets

 

 

3,198

 

 

 

3,188

 

Investments

 

 

4,089

 

 

 

3,370

 

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

 

 

36,479

 

 

 

35,831

 

Other assets

 

 

1,470

 

 

 

1,293

 

Total assets

 

$

45,236

 

 

$

43,682

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

1,863

 

 

$

1,704

 

Income and other taxes

 

 

340

 

 

 

337

 

Other current liabilities

 

 

965

 

 

 

949

 

Current maturities of long-term debt

 

 

607

 

 

 

555

 

Total current liabilities

 

 

3,775

 

 

 

3,545

 

Long-term debt

 

 

16,480

 

 

 

16,651

 

Other liabilities

 

 

1,723

 

 

 

1,760

 

Deferred income taxes

 

 

7,711

 

 

 

7,420

 

Total liabilities

 

 

29,689

 

 

 

29,376

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock $1.00 per share par value, 1,350,000,000 shares authorized; outstanding

   224,420,699 and 226,320,894 shares, respectively, net of treasury shares.

 

 

226

 

 

 

228

 

Additional paid-in capital

 

 

2,296

 

 

 

2,247

 

Accumulated other comprehensive loss

 

 

(210

)

 

 

(262

)

Retained income

 

 

13,235

 

 

 

12,093

 

Total stockholders’ equity

 

 

15,547

 

 

 

14,306

 

Total liabilities and stockholders’ equity

 

$

45,236

 

 

$

43,682

 

 

See accompanying notes to consolidated financial statements.


 

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

Years Ended December 31,

 

 

 

 

 

2025

 

 

2024

 

 

 

 

 

($ in millions)

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

Net income

 

$

2,873

 

 

$

2,622

 

 

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

 

 

 

 

 

 

 

 

 

Depreciation

 

 

1,393

 

 

 

1,353

 

 

Deferred income taxes

 

 

277

 

 

 

176

 

 

Gains and losses on properties

 

 

(253

)

 

 

(490

)

 

Changes in assets and liabilities affecting operations:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

59

 

 

 

85

 

 

Materials and supplies

 

 

6

 

 

 

(13

)

 

Other current assets

 

 

(23

)

 

 

5

 

 

Current liabilities other than debt

 

 

259

 

 

 

548

 

 

Other – net

 

 

(230

)

 

 

(234

)

 

Net cash provided by operating activities

 

 

4,361

 

 

 

4,052

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

Property additions

 

 

(2,204

)

 

 

(2,381

)

 

Acquisition of assets of CSR

 

 

 

 

 

(1,643

)

 

Property sales and other transactions

 

 

164

 

 

 

558

 

 

Investment purchases

 

 

(621

)

 

 

(319

)

 

Investment sales and other transactions

 

 

99

 

 

 

1,005

 

 

Net cash used in investing activities

 

 

(2,562

)

 

 

(2,780

)

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

Dividends

 

 

(1,215

)

 

 

(1,221

)

 

Common stock transactions

 

 

2

 

 

 

26

 

 

Purchase and retirement of common stock

 

 

(534

)

 

 

 

 

Proceeds from borrowings

 

 

396

 

 

 

1,051

 

 

Debt repayments

 

 

(559

)

 

 

(1,055

)

 

Net cash used in financing activities

 

 

(1,910

)

 

 

(1,199

)

 

Net increase (decrease) in cash and cash equivalents

 

 

(111

)

 

 

73

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

At beginning of year

 

 

1,641

 

 

 

1,568

 

 

At end of year

 

$

1,530

 

 

$

1,641

 

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

 

Interest (net of amounts capitalized)

 

$

765

 

 

$

764

 

 

Income taxes (net of refunds)

 

 

491

 

 

 

305

 

 

 

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

During 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

Restructuring 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). During 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

We 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.