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| Long-term debt, including current maturities | $ | () | | | $ | () | | | $ | () | | | $ | () | |
12.
| | $ | | | | $ | | | | $ | () | | | $ | | | | Expense/(Recoveries) | | | | | | | | | | | () | | | () | |
| (Payments)/Receipts | | () | | | () | | | () | | | | | | | |
| At March 31, 2025 | | | | | | | | | | | () | | | | |
| Expense/(Recoveries) | | | | | | | | | | | () | | | () | |
| (Payments)/Receipts | | () | | | () | | | () | | | | | | | |
| At June 30, 2025 | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Environmental Matters | | Legal Contingencies and Other | | Total | | Total Recoveries | | Total - Net of Recoveries |
| | ($ in millions) |
| At December 31, 2023 | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Expense/(Recoveries) | | | | | | | | | | | () | | | | |
| (Payments)/Receipts | | () | | | () | | | () | | | | | | () | |
| At March 31, 2024 | | | | | | | | | | | () | | | | |
| Expense/(Recoveries) | | | | | | | | | | | () | | | () | |
| (Payments)/Receipts | | () | | | () | | | () | | | | | | () | |
| At June 30, 2024 | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | |
From the inception of the Incident, we have recognized a total of $ billion in net expenses directly attributable to the Incident, which includes $ billion of recoveries. At June 30, 2025 and December 31, 2024, we have also recorded a deferred tax asset of $ million and $ million, respectively, related to the Incident expecting that certain expenses will be deductible for tax purposes in future periods or offset with insurance recoveries.
Environmental Matters – In response to the Incident, we have been working with federal, state, and local officials such as the U.S. Environmental Protection Agency (EPA), the Ohio EPA, the Pennsylvania Department of Environmental Protection (DEP), and the Columbiana County Health District to conduct environmental response and remediation activities, most of which have concluded and some which are continuing. The EPA issued a Unilateral Administrative Order (UAO) on February 21, 2023, containing various requirements, including the submission of numerous work plans to assess and remediate various environmental media and performance of certain removal actions at the affected site. On February 24, 2023, we submitted to the EPA our Notice of Intent to Comply with the UAO. We continue to conduct activities required by the UAO and the directives issued thereunder. On October 18, 2023, the U.S. EPA issued a second unilateral order under Section 311(c) of the Clean Water Act (CWA Order), requiring preparation of additional environmental work plans to address local waterways. We timely submitted our Notice of Intent to Comply with the CWA Order and continue to complete environmental assessment and remediation (if needed based on assessment results) as required by the EPA, as well as state agencies, in compliance with the CWA Order. Once approved by the court, the proposed Consent Decree (discussed below) will supersede the UAO and CWA Order.
We are also subject to the following legal proceedings that principally relate to the environmental impact of the Incident:
million through November 30, 2023 as well as additional oversight costs from December 1, 2023 until the remediation is complete. The proposed Consent Decree also requires the Company to pay a civil penalty of $ million for alleged violations of the CWA. Other provisions of the proposed Consent Decree relate to injunctive relief for safety, community support including medical and mental health programs, and environmental support, which provisions, if approved by the court, will be in effect between to . The proposed Consent Decree was subject to a mandatory public comment period, which ended on August 2, 2024, and the DOJ filed a motion on October 10, 2024 seeking entry of the Consent Decree. That motion remains pending before the Court. The Ohio AG did not join this settlement and its claims remain outstanding and are proceeding.
In accordance with FASB ASC 410-30 “Environmental Liabilities,” we have recognized probable and reasonably estimable liabilities in connection with the foregoing environmental matters. Our current estimate includes ongoing and future environmental cleanup activities and remediation efforts, governmental oversight costs (including those incurred by the EPA and the Ohio EPA), and other related costs, including those in connection with the proposed DOJ Consent Decree (including civil penalties related to alleged violations of the CWA). Our current estimates of future environmental cleanup and remediation liabilities related to the Incident may change over time due to various factors, including but not limited to, the nature and extent of required future cleanup and removal activities, and the extent and duration of governmental oversight, amongst other factors. As clean-up efforts progress and more information is available, we will review these estimates and revise as appropriate.
Legal Proceedings and Claims (Non-Environmental) – To date, numerous non-environmental legal actions have commenced with respect to the Incident, including those more specifically set forth below.
•There is a consolidated putative class action pending in the Northern District of Ohio (Eastern Division) (the Ohio Class Action) in which plaintiffs allege various claims, including negligence, gross negligence, strict liability, and nuisance, and seeking as relief compensatory and punitive damages, medical monitoring and business losses. On April 26, 2024, we entered into a class action settlement with the plaintiffs to resolve the Ohio Class Action for $ million. The settlement agreement resolves all class action claims within a -mile radius from the derailment and, for those residents who choose to participate, personal injury claims within a -mile radius from the derailment. The district court granted final approval of the settlement on September 27, 2024, which was subsequently appealed. We made a partial payment of the settlement in 2024, in the amount of $ million. Payment of the remaining balance, including timing, is dependent upon resolution of any appeals to the settlement. Our claims against third parties were resolved during the second quarter.
Another putative class action is pending in the Western District of Pennsylvania, brought by Pennsylvania school districts and students (the Pennsylvania Class Action). On August 22, 2023, Pennsylvania school districts and students filed a putative class action lawsuit alleging negligence, strict liability, nuisance, and trespass, and seeking damages and health monitoring. On
million and $ million, respectively. For the reasons set forth below, our estimated loss or range of loss with respect to the Incident Lawsuits may change from time to time, and it is reasonably possible that we will incur actual losses in excess of the amounts currently accrued and such additional amounts may be material. While we continue to work with parties with respect to potential resolution, no assurance can be given that we will be successful in doing so and we cannot predict the outcome of these matters.
•We have received securities and derivative litigation and multiple shareholder document and litigation demand letters, including a securities class action lawsuit under the Securities Exchange Act of 1934 (Exchange Act) initially filed in the Southern District of Ohio alleging multiple securities law violations but since transferred to the Northern District of Georgia, a securities class action lawsuit under the Securities Act of 1933 (Securities Act) filed in the Southern District of New York alleging misstatements in association with our debt offerings, and shareholder derivative complaints filed in Virginia state court asserting claims for breach of fiduciary duties, waste of corporate assets, and unjust enrichment in connection with safety of the Company’s operations, among other claims (collectively, the Shareholder Matters). On February 27, 2025, the district judge granted defendants’ motion to dismiss the Securities Act lawsuit in its entirety, and closed the case. On March 28, 2025, plaintiffs in the Securities Act lawsuit filed a notice of appeal of the decision to the U.S. Court of Appeals for the Second Circuit. In the Exchange Act lawsuit, the plaintiffs filed an amended complaint on April 25, 2024, and the defendants filed a motion to dismiss on June 24, 2024. On March 24, 2025, the district court denied defendants’ motion to dismiss, with the Exchange Act lawsuit now proceeding to discovery. No responsive pleadings have been filed yet with respect to the other Shareholder Matters.
With respect to all Incident-related litigation and regulatory matters, we record a liability for loss contingencies through a charge to earnings when we conclude that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated and disclose such liability if we conclude it to be material. Any adjustments to the recorded liability will be reflected in earnings in the periods in which such adjustments become known. Because the final outcome of any of these legal proceedings cannot be predicted with certainty, developments related to the progress of such legal proceedings or other unfavorable or unexpected developments or outcomes could result in additional costs or new or additionally accrued amounts that could be material to our results of operations in a particular year or quarter. In addition, if it is reasonably possible that we will incur Incident-related losses in excess of the amounts currently recorded as a loss contingency, we disclose the potential range of loss, if reasonably estimable, or we disclose that we cannot reasonably estimate such an amount at this time. For Incident-related litigation and regulatory matters where a loss may be reasonably possible, but not probable, or probable but not reasonably estimable, no accrual is established but the matter, if potentially material, is disclosed.
Our estimates of probable losses and reasonably possible losses are based upon currently available information and involve significant judgement and a variety of assumptions, given that (1) certain legal and
recommendations, of which were issued to Norfolk Southern. The NTSB continues to work on a safety culture investigation, and a report on this part of the investigation is expected to be issued in the third quarter of 2025.
Concurrent with the NTSB Investigation, the FRA also investigated the Incident. Similar in scope to the NTSB Investigation, the FRA examined railroad equipment, track conditions, hazardous materials train placement and routing, and emergency response (the FRA Incident Investigation). The FRA Incident Investigation will likely result in the assessment of civil penalties, though the amount and materiality of these penalties cannot be reasonably estimated at this time.
Other Commitments and Contingencies
Lawsuits
We and/or certain subsidiaries are defendants in numerous lawsuits and other claims relating principally to railroad operations. When we conclude that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, it is accrued through a charge to earnings and, if material, disclosed below. While the ultimate amount of liability incurred in any of these lawsuits and claims is dependent on future developments, in our opinion, the recorded liability is adequate to cover the future payment of such liability and claims. However, the final outcome of any of these lawsuits and claims cannot be predicted with certainty, and unfavorable or unexpected
include liabilities for other environmental exposures of $ million at June 30, 2025 and $ million at December 31, 2024, of which $ million is classified as a current liability at the end of both periods. At June 30, 2025, the liability represents our estimates of the probable cleanup, investigation, and remediation costs based on available information at known locations and projects compared with locations and projects at December 31, 2024. At June 30, 2025, sites accounted for $ million of the liability, and no individual site was considered to be material. We anticipate that most of this liability will be paid out over ; however, some costs will be paid out over a longer period.
At locations, one or more of our subsidiaries in conjunction with a number of other parties have been identified as potentially responsible parties under CERCLA or comparable state statutes that impose joint and several liability for cleanup costs. We calculate our estimated liability for these sites based on facts and legal defenses applicable to each site and not solely on the basis of the potential for joint liability.
As set forth above, with respect to known environmental sites (whether identified by us or by the U.S. EPA or comparable state authorities), estimates of our ultimate potential financial exposure for a given site or in the aggregate for all such sites can change over time because of the widely varying costs of currently available cleanup techniques, unpredictable contaminant recovery and reduction rates associated with available cleanup technologies, the likely development of new cleanup technologies, the difficulty of determining in advance the nature and full extent of contamination and each potential participant’s share of any estimated loss (and that participant’s ability to bear it), and evolving statutory and regulatory standards governing liability.
The risk of incurring environmental liability for acts and omissions, past, present, and future, is inherent in the railroad business. Some of the commodities we transport, particularly those classified as hazardous materials, pose special risks that we work diligently to reduce. In addition, several of our subsidiaries own, or have owned, land used as operating property, or which is leased and operated by others, or held for sale. Because environmental problems that are latent or undisclosed may exist on these properties, there can be no assurance that we will not incur environmental liabilities or costs with respect to one or more of them, the amount and materiality of which
% of our railroad employees are covered by collective bargaining agreements with various labor unions. Pursuant to the Railway Labor Act (RLA), these agreements remain in effect until new agreements are reached, or until the bargaining procedures mandated by the RLA are completed. Moratorium provisions in the labor agreements govern when the railroads and unions may propose changes to the agreements. We largely bargain nationally in concert with other major railroads, represented by the National Carriers’ Conference Committee (NCCC).
Under moratorium provisions from the last round of negotiations, neither party was permitted to serve notice to compel a new round of mandatory collective bargaining until November 1, 2024. In the months prior to the opening of the current national bargaining round, we engaged in voluntary local discussions with our labor unions and, as a result, reached local tentative agreements with of our unions. A majority of those tentative agreements were subsequently ratified by union membership and became effective January 1, 2025, foreclosing the parties from serving new notices to compel mandatory bargaining until November 1, 2029.
For those unions with whom we have not yet reached a ratified agreement, the NCCC, on behalf of Norfolk Southern, sent bargaining notices on November 1, 2024, to commence mandatory direct negotiations as prescribed under the RLA. Since then, the NCCC has reached several additional agreements on behalf of Norfolk Southern and other members of the bargaining coalition.
For unions where bargaining currently remains open, even if the parties are unable to reach voluntary ratified agreement during this first phase of RLA bargaining, self-help (e.g., a strike or other work stoppage) related to this collective-bargaining process remains prohibited by law until a lengthy series of additional procedures mandated by the RLA, including federal mediation, are exhausted.
Insurance
We purchase insurance covering legal liabilities for bodily injury and property damage to third parties. Our liability insurance provides limits for approximately % of covered losses above $ million and below $ million per occurrence and/or policy year. Above $ million per occurrence and/or policy year, we maintain approximately $ million additional liability insurance limits for certain types of pollution releases. We also purchase insurance for property damage to property owned by us or in our care, custody, or control. Our property insurance provides limits for approximately % of covered losses above $ million and below $ million per occurrence and/or policy year.
billion in insurance recoveries (including $ million and $ million during the second quarters of 2025 and 2024, respectively, and $ million and million during the first six months of 2025 and 2024, respectively), principally from excess liability (re)insurers. At June 30, 2025 and December 31, 2024, $ million and $ million was outstanding and is included in “Accounts receivable – net” on the Consolidated Balance Sheets. At June 30, 2025, we have exhausted coverage under our liability insurance policies with respect to the Incident. With the exception of amounts that have been recognized, potential future recoveries under our property and other insurance coverage have not yet been recorded (given the insurers ongoing evaluation of our claims).
13.
14.
per share, of the Company, issued and outstanding immediately prior to the effective time of the First Merger, subject to certain exclusions set forth in the Merger Agreement, will be converted into the right to receive share of common stock, par value $ per share, of Union Pacific, and $ in cash without interest.
The consummation of the Mergers is subject to certain conditions, including approval by the Surface Transportation Board, and termination rights. In addition, the Company and Union Pacific are required to pay the other a termination fee of $ billion in cash upon termination of the Merger Agreement under specified circumstances, which will be further described in the Company’s Current Report on Form 8-K, to be filed with the SEC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes.
OVERVIEW
Since 1827, Norfolk Southern Corporation and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Our dedicated team members deliver a wide variety of commodities annually for our customers, from agriculture products to consumer goods, and help them reduce carbon emissions by shipping via rail. We have the most extensive intermodal network in the eastern U.S. Our network serves a majority of the country's population and manufacturing base, with connections to every major container port on the Atlantic coast as well as major ports across the Gulf Coast and Great Lakes.
Throughout the first half of 2025, we have remained focused on managing what we can control, including providing safe and reliable service for our customers while continuing efforts to drive productivity in our organization. During the quarter, we delivered revenue growth that helped drive improved financial performance amid ongoing macroeconomic uncertainty. We were able to handle additional volumes while generating improvements in labor productivity and fuel efficiency. Additionally, we continued to experience recoveries related to the Eastern Ohio Incident (as defined further and described in Note 12 in the Notes to Consolidated Financial Statements) in excess of incremental expenses, which further benefited our financial results. For the second quarter, we achieved an operating ratio (a measure of the amount of operating revenues consumed by operating expenses) of 62.2%, and an adjusted operating ratio of 63.4% (see our non-GAAP reconciliations beginning on page 28). We remain committed to being a safe, productive, resilient, and efficient railroad with industry-competitive margins.
SUMMARIZED RESULTS OF OPERATIONS
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| Second Quarter | | First Six Months |
| 2025 | | 2024 | | % change | | 2025 | | 2024 | | % change |
| ($ in millions, except per share amounts) |
| | | | | | | | | | | |
| Railway operating revenues | $ | 3,110 | | | $ | 3,044 | | | 2% | | $ | 6,103 | | | $ | 6,048 | | | 1% |
| Railway operating expenses | $ | 1,935 | | | $ | 1,913 | | | 1% | | $ | 3,782 | | | $ | 4,704 | | | (20%) |
| Income from railway operations | $ | 1,175 | | | $ | 1,131 | | | 4% | | $ | 2,321 | | | $ | 1,344 | | | 73% |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Non-GAAP Reconciliation for First Six Months 2024 |
| Reported (GAAP) | | Restructuring and Other Charges | | Eastern Ohio Incident | | Shareholder Advisory Costs | | Deferred Income Tax Adjustment | | Adjusted
(non-GAAP) |
| ($ in millions, except per share amounts) |
| | | | | | | | | | | |
| Railway operating | $ | 4,704 | | | $ | (96) | | | $ | (527) | | | $ | — | | | $ | — | | | $ | 4,081 | |
| expenses | | | | | |
| | | | | | | | | | | |
| Income from railway | $ | 1,344 | | | $ | 96 | | | $ | 527 | | | $ | — | | | $ | — | | | $ | 1,967 | |
| operations | | | | | |
| | | | | | | | | | | |
| Net income | $ | 790 | | | $ | 59 | | | $ | 399 | | | $ | 38 | | | $ | (27) | | | $ | 1,259 | |
| | | | | | | | | | | |
| Diluted earnings | $ | 3.48 | | | $ | 0.26 | | | $ | 1.77 | | | $ | 0.17 | | | $ | (0.12) | | | $ | 5.56 | |
| per share | | | | | |
| | | | | | | | | | | |
| Railway operating | 77.8 | | | (1.6) | | | (8.7) | | | — | | | — | | | 67.5 | |
| ratio (percent) | | | | | |
In the table below, references to the results for the first six months of 2025 and 2024 and related comparisons use the adjusted, non-GAAP results from the reconciliation in the tables above.
| | | | | | | | | | | | | | | | | |
| First Six Months |
| Adjusted 2025
(non-GAAP) | | Adjusted 2024
(non-GAAP) | | Adjusted 2025
vs. Adjusted 2024
(non-GAAP) |
| ($ in millions, except per share amounts) | | % change |
| | | | | |
| Railway operating expenses | $ | 4,004 | | | $ | 4,081 | | | (2%) |
| Income from railway operations | $ | 2,099 | | | $ | 1,967 | | | 7% |
| Net income | $ | 1,350 | | | $ | 1,259 | | | 7% |
| Diluted earnings per share | $ | 5.97 | | | $ | 5.56 | | | 7% |
| Railway operating ratio (percent) | 65.6 | | | 67.5 | | | (3%) |
On an adjusted basis, income from railway operations increased in both periods due to higher railway operating revenues, driven by higher volumes, and lower adjusted railway operating expenses. The declines in adjusted railway operating expenses in both periods reflect lower fuel costs and purchased services.
DETAILED RESULTS OF OPERATIONS
Railway Operating Revenues
The following tables present a comparison of revenues ($ in millions), units (in thousands), and average revenue per unit ($ per unit) by commodity group.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Second Quarter | | First Six Months |
| Revenues | 2025 | | 2024 | | % change | | 2025 | | 2024 | | % change |
| Merchandise: | | | | | | | | | | | |
| Agriculture, forest and consumer products | $ | 645 | | | $ | 622 | | | 4% | | $ | 1,281 | | | $ | 1,251 | | | 2% |
| Chemicals | 546 | | | 532 | | | 3% | | 1,081 | | | 1,059 | | | 2% |
| Metals and construction | 458 | | | 440 | | | 4% | | 872 | | | 870 | | | —% |
| Automotive | 323 | | | 310 | | | 4% | | 601 | | | 587 | | | 2% |
| Merchandise | 1,972 | | | 1,904 | | | 4% | | 3,835 | | | 3,767 | | | 2% |
| Intermodal | 743 | | | 742 | | | —% | | 1,503 | | | 1,487 | | | 1% |
| Coal | 395 | | | 398 | | | (1%) | | 765 | | | 794 | | | (4%) |
| Total | $ | 3,110 | | | $ | 3,044 | | | 2% | | $ | 6,103 | | | $ | 6,048 | | | 1% |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Units | | | | | | | |
| Merchandise: | | | | | | | | | | | |
| Agriculture, forest and consumer products | 186.4 | | | 181.2 | | | 3% | | 370.0 | | | 365.3 | | | 1% |
| Chemicals | 139.1 | | | 130.1 | | | 7% | | 271.1 | | | 260.6 | | | 4% |
| Metals and construction | 171.1 | | | 167.9 | | | 2% | | 319.4 | | | 328.5 | | | (3%) |
| Automotive | 104.0 | | | 97.2 | | | 7% | | 192.3 | | | 185.5 | | | 4% |
| Merchandise | 600.6 | | | 576.4 | | | 4% | | 1,152.8 | | | 1,139.9 | | | 1% |
| Intermodal | 1,010.9 | | | 1,003.5 | | | 1% | | 2,033.8 | | | 1,992.3 | | | 2% |
| Coal | 181.7 | | | 162.9 | | | 12% | | 346.4 | | | 330.0 | | | 5% |
| Total | 1,793.2 | | | 1,742.8 | | | 3% | | 3,533.0 | | | 3,462.2 | | | 2% |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenue per Unit | | | | | | | |
| Merchandise: | | | | | | | | | | | |
| Agriculture, forest and consumer products | $ | 3,456 | | | $ | 3,433 | | | 1% | | $ | 3,461 | | | $ | 3,424 | | | 1% |
| Chemicals | 3,927 | | | 4,090 | | | (4%) | | 3,987 | | | 4,064 | | | (2%) |
| Metals and construction | 2,676 | | | 2,620 | | | 2% | | 2,729 | | | 2,649 | | | 3% |
| Automotive | 3,104 | | | 3,196 | | | (3%) | | 3,126 | | | 3,166 | | | (1%) |
| Merchandise | 3,282 | | | 3,304 | | | (1%) | | 3,326 | | | 3,305 | | | 1% |
| Intermodal | 735 | | | 739 | | | (1%) | | 739 | | | 746 | | | (1%) |
| Coal | 2,173 | | | 2,445 | | | (11%) | | 2,209 | | | 2,407 | | | (8%) |
| Total | 1,734 | | | 1,747 | | | (1%) | | 1,727 | | | 1,747 | | | (1%) |
Railway operating revenues increased $66 million and $55 million in the second quarter and first six months, respectively. The table below reflects the components of the revenue change by major commodity group ($ in millions).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Second Quarter | | First Six Months |
| Merchandise | | Intermodal | | Coal | | Merchandise | | Intermodal | | Coal |
| Increase (Decrease) |
| | | | | | | | | | | |
| Volume | $ | 80 | | | $ | 6 | | | $ | 46 | | | $ | 42 | | | $ | 31 | | | $ | 40 | |
| Fuel surcharge revenue | (28) | | | (24) | | | (4) | | | (62) | | | (40) | | | (12) | |
| Rate, mix and other | 16 | | | 19 | | | (45) | | | 88 | | | 25 | | | (57) | |
| | | | | | | | | | | |
| Total | $ | 68 | | | $ | 1 | | | $ | (3) | | | $ | 68 | | | $ | 16 | | | $ | (29) | |
|
| * Filed herewith. |
| ** Management contract or compensatory arrangement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | |
| | NORFOLK SOUTHERN CORPORATION Registrant |
| | |
| | |
| | |
| Date: | July 29, 2025 | /s/ Jason A. Zampi |
| | Jason A. Zampi
Executive Vice President and Chief Financial Officer
(Principal Financial Officer) (Signature) |
| | |
| | |
| Date: | July 29, 2025 | /s/ Claiborne L. Moore |
| | Claiborne L. Moore
Vice President and Controller
(Principal Accounting Officer) (Signature) |
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