Norfolk Southern(NSC) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the company's unaudited consolidated financial statements and management's discussion and analysis for the specified periods Item 1. Financial Statements This section presents the unaudited consolidated financial statements of Norfolk Southern Corporation and its subsidiaries, including statements of income, comprehensive income, balance sheets, cash flows, and changes in stockholders' equity for the second quarter and first six months of 2025 and 2024. It also includes detailed notes explaining segment reporting, revenue disaggregation, stock-based compensation, restructuring charges, earnings per share, accumulated other comprehensive loss, stock repurchase programs, investments, debt, pension benefits, fair values of financial instruments, commitments and contingencies (including the Eastern Ohio Incident), new accounting pronouncements, and subsequent events Consolidated Statements of Income Presents the company's financial performance, including revenues, expenses, net income, and diluted EPS for the specified periods | Metric | 2Q 2025 ($M) | 2Q 2024 ($M) | 6M 2025 ($M) | 6M 2024 ($M) | | :-------------------------- | :----------- | :----------- | :----------- | :----------- | | Railway operating revenues | 3,110 | 3,044 | 6,103 | 6,048 | | Total railway operating expenses | 1,935 | 1,913 | 3,782 | 4,704 | | Income from railway operations | 1,175 | 1,131 | 2,321 | 1,344 | | Net income | 768 | 737 | 1,518 | 790 | | Diluted EPS | 3.41 | 3.25 | 6.72 | 3.48 | Consolidated Statements of Comprehensive Income Details net income and other comprehensive income components, leading to total comprehensive income for the periods | Metric | 2Q 2025 ($M) | 2Q 2024 ($M) | 6M 2025 ($M) | 6M 2024 ($M) | | :------------------------------------ | :----------- | :----------- | :----------- | :----------- | | Net income | 768 | 737 | 1,518 | 790 | | Other comprehensive income (loss), net of tax | — | (8) | 1 | (10) | | Total comprehensive income | 768 | 729 | 1,519 | 780 | Consolidated Balance Sheets Provides a snapshot of the company's assets, liabilities, and stockholders' equity at specific dates | Metric | June 30, 2025 ($M) | Dec 31, 2024 ($M) | | :-------------------------- | :----------------- | :----------------- | | Total current assets | 2,907 | 3,188 | | Total assets | 44,155 | 43,682 | | Total current liabilities | 3,667 | 3,545 | | Long-term debt | 16,464 | 16,651 | | Total liabilities | 29,368 | 29,376 | | Total stockholders' equity | 14,787 | 14,306 | Consolidated Statements of Cash Flows Outlines cash flows from operating, investing, and financing activities, showing changes in cash and equivalents | Metric | 6M 2025 ($M) | 6M 2024 ($M) | | :-------------------------------- | :----------- | :----------- | | Net cash provided by operating activities | 2,027 | 1,875 | | Net cash used in investing activities | (1,435) | (2,567) | | Net cash used in financing activities | (930) | (217) | | Net decrease in cash and cash equivalents | (338) | (909) | | Cash and cash equivalents at end of period | 1,303 | 659 | Consolidated Statements of Changes in Stockholders' Equity Reports changes in common stock, additional paid-in capital, retained income, and accumulated other comprehensive loss | Metric | June 30, 2025 ($M) | Dec 31, 2024 ($M) | June 30, 2024 ($M) | Dec 31, 2023 ($M) | | :-------------------------------- | :----------------- | :----------------- | :----------------- | :----------------- | | Common Stock | 226 | 228 | 227 | 227 | | Additional Paid-in Capital | 2,259 | 2,247 | 2,208 | 2,179 | | Accumulated Other Comprehensive Loss | (261) | (262) | (330) | (320) | | Retained Income | 12,563 | 12,093 | 10,874 | 10,695 | | Total Stockholders' Equity | 14,787 | 14,306 | 12,979 | 12,781 | Notes to Consolidated Financial Statements Provides detailed explanations and additional information supporting the consolidated financial statements 1. Segment Reporting Norfolk Southern manages its operations as a single reportable segment, railway operations, with performance assessed based on Net Income and resources allocated accordingly. The company adopted ASU 2023-07 for improved segment disclosures - Norfolk Southern operates as one reportable operating segment: railway operations[29] - Performance is assessed and resources are allocated based on "Net income" from Consolidated Statements of Income[30] - Adopted ASU 2023-07 "Segment Reporting" for additional disclosures[28] | Metric | 2Q 2025 ($M) | 2Q 2024 ($M) | 6M 2025 ($M) | 6M 2024 ($M) | | :-------------------------- | :----------- | :----------- | :----------- | :----------- | | Railway operating revenues | 3,110 | 3,044 | 6,103 | 6,048 | | Total railway operating expenses | 1,935 | 1,913 | 3,782 | 4,704 | | Income from railway operations | 1,175 | 1,131 | 2,321 | 1,344 | | Net income | 768 | 737 | 1,518 | 790 | 2. Railway Operating Revenues This note disaggregates railway operating revenues by major commodity group, showing increases in Merchandise and Intermodal, while Coal revenues slightly declined. Revenue recognition is proportional to shipment movement, with ancillary services making up about 5% of total revenues in 2025. Customer accounts receivable increased to $832 million at June 30, 2025 | Commodity Group | 2Q 2025 Rev ($M) | 2Q 2024 Rev ($M) | % Change (2Q) | 6M 2025 Rev ($M) | 6M 2024 Rev ($M) | % Change (6M) | | :-------------------------------- | :--------------- | :--------------- | :------------ | :--------------- | :--------------- | :------------ | | 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% | - Ancillary services (switching, demurrage) represent approximately 5% of total "Railway operating revenues" in 2025 (4% in 2024)[35] - Customer accounts receivable were $832 million at June 30, 2025, up from $787 million at December 31, 2024[37] 3. Stock-Based Compensation This note reports stock-based compensation expense and related tax benefits, along with details on stock options, restricted stock units (RSUs), and performance share units (PSUs) granted and vested during the periods. RSUs and PSUs were granted in 2025 with specific weighted average fair values | Metric | 2Q 2025 ($M) | 2Q 2024 ($M) | 6M 2025 ($M) | 6M 2024 ($M) | | :-------------------------- | :----------- | :----------- | :----------- | :----------- | | Stock-based compensation expense | 17 | 13 | 35 | 32 | | Total tax benefit | 3 | 3 | 8 | 8 | - RSUs granted in 6M 2025: 193,338 units with a weighted average grant date fair value of $254.74[38] - PSUs granted in 6M 2025: 66,334 units with a weighted average grant date fair value of $296.55[38] 4. Restructuring and Other Charges This note details restructuring and other charges, including $10 million in Q2 2025 primarily related to the restructuring of certain technology functions. In the first six months of 2024, charges included $61 million for management workforce separation programs and $35 million related to the appointment of a new Chief Operating Officer - 2Q 2025: $10 million in "Restructuring and other charges" primarily for technology function restructuring and severance costs[44] - 6M 2024: $61 million for voluntary/involuntary management workforce separation programs (approximately 350 employees)[45] - 6M 2024: $35 million related to the appointment of John Orr as EVP and COO, including a $25 million payment to CPKC for a non-compete waiver[47] 5. Earnings Per Share This note presents the calculation of basic and diluted earnings per share, detailing net income available to common stockholders and weighted-average shares outstanding for both basic and diluted calculations for the second quarter and first six months of 2025 and 2024 | Metric | 2Q 2025 | 2Q 2024 | 6M 2025 | 6M 2024 | | :-------------------------------- | :------ | :------ | :------ | :------ | | Basic EPS | $3.41 | $3.26 | $6.72 | $3.49 | | Diluted EPS | $3.41 | $3.25 | $6.72 | $3.48 | | Weighted-average shares outstanding (Basic, millions) | 225.0 | 226.0 | 225.5 | 225.9 | | Adjusted weighted-average shares outstanding (Diluted, millions) | 225.2 | 226.4 | 225.8 | 226.3 | 6. Accumulated Other Comprehensive Loss This note outlines the changes in the cumulative balances of "Accumulated other comprehensive loss," primarily driven by pensions and other postretirement liabilities and other comprehensive income (loss) of equity investees for the six months ended June 30, 2025 and 2024 | Component | Balance at Dec 31, 2024 ($M) | Net Income (6M 2025) ($M) | Reclassification Adjustments (6M 2025) ($M) | Balance at June 30, 2025 ($M) | | :------------------------------------ | :--------------------------- | :-------------------------- | :------------------------------------------ | :--------------------------- | | Pensions and other postretirement liabilities | (240) | — | — | (240) | | Other comprehensive income (loss) of equity investees | (22) | 1 | — | (21) | | Accumulated other comprehensive loss | (262) | 1 | — | (261) | 7. Stock Repurchase Program This note reports on the company's stock repurchase activities, noting the repurchase of 1.9 million shares for $455 million in the first six months of 2025, with no repurchases in the same period of 2024 - Repurchased and retired 1.9 million shares of Common Stock in the first six months of 2025 at a cost of $455 million[51] - No shares repurchased in the first six months of 2024[51] 8. Investments This note details the company's significant investments in Conrail Inc. (58% economic, 50% voting interest) and TTX Company (19.78% ownership), including related expenses and equity in earnings for both entities - Investment in Conrail: 58% economic and 50% voting interest, valued at $1.8 billion at June 30, 2025[52] - Equity in Conrail's earnings (net of amortization): $23 million (2Q 2025) and $39 million (6M 2025)[53] - Investment in TTX: 19.78% ownership interest, with equity in earnings of $9 million (2Q 2025) and $20 million (6M 2025)[55][56] 9. Debt This note provides information on debt activities, including the issuance of $400 million in senior notes in May 2025, renewal of an accounts receivable securitization program, and details on commercial paper and credit agreements, none of which had outstanding amounts at June 30, 2025 - Issued $400 million of 5.10% senior notes due 2035 in May 2025[57] - Renewed accounts receivable securitization program in May 2025 with $400 million maximum borrowing capacity; no amounts outstanding at June 30, 2025[58] - No outstanding commercial paper or amounts under the $800 million credit agreement at June 30, 2025[59][60] 10. Pensions and Other Postretirement Benefits This note details the components of pension and other postretirement benefit costs, including service cost, interest cost, expected return on plan assets, and amortization of net losses and prior service benefits. It also notes a $20 million curtailment gain recognized in Q2 2024 for the other postretirement benefit plan due to workforce reductions | Component (Pension) | 2Q 2025 ($M) | 2Q 2024 ($M) | 6M 2025 ($M) | 6M 2024 ($M) | | :-------------------------- | :----------- | :----------- | :----------- | :----------- | | Service cost | 6 | 7 | 12 | 13 | | Interest cost | 27 | 27 | 53 | 54 | | Expected return on plan assets | (49) | (51) | (98) | (102) | | Amortization of net losses | 5 | 4 | 11 | 8 | | Net benefit (Pension) | (11) | (13) | (22) | (27) | - A curtailment gain of $20 million was recognized in the second quarter of 2024 for the other postretirement benefit plan due to workforce reductions[63] 11. Fair Values of Financial Instruments This note states that the fair values of cash, accounts receivable, and accounts payable approximate their carrying values due to short maturities. It also provides the carrying amounts and estimated fair values of long-term debt, which show a difference between carrying and fair values - Fair values of "Cash and cash equivalents," "Accounts receivable – net," and "Accounts payable" approximate carrying values due to short maturity[64] | Metric | June 30, 2025 ($M) | Dec 31, 2024 ($M) | | :------------------------------------ | :----------------- | :----------------- | | Long-term debt, including current maturities (Carrying Amount) | (17,367) | (17,206) | | Long-term debt, including current maturities (Fair Value) | (16,019) | (15,656) | 12. Commitments and Contingencies This note discusses various commitments and contingencies, with a significant focus on the Eastern Ohio Incident, including environmental remediation, legal proceedings (class actions, shareholder matters), and ongoing inquiries. It also covers other lawsuits, casualty claims, general environmental matters, labor agreements, and insurance coverage - Accrued liabilities for the Eastern Ohio Incident totaled $672 million net of recoveries at June 30, 2025[68] - Total net expenses attributable to the Incident from inception: $1.2 billion, including $1.1 billion in recoveries[68] - Deferred tax asset related to the Incident: $122 million (June 30, 2025) vs. $211 million (Dec 31, 2024)[68] Eastern Ohio Incident This section provides a detailed update on the financial impact, environmental matters, and legal proceedings related to the February 3, 2023, train derailment in East Palestine, Ohio. This includes accruals for environmental and non-environmental liabilities, settlements, and ongoing investigations by various authorities | Metric | At Dec 31, 2024 ($M) | Expense/(Recoveries) (2Q 2025) ($M) | (Payments)/Receipts (2Q 2025) ($M) | At June 30, 2025 ($M) | | :------------------------------------ | :------------------- | :-------------------------------- | :-------------------------------- | :------------------- | | Total - Net of Recoveries | 670 | (47) | 176 | 672 | - Environmental Matters: Working with EPA and state officials on remediation; DOJ settlement reached in May 2024 for $57 million oversight costs and $15 million civil penalty for CWA violations, while Ohio AG's lawsuit remains outstanding[69][71] - Legal Proceedings: Ohio Class Action settled for $600 million in April 2024 (appeals pending); Pennsylvania Class Action is pending; Shareholder Matters include a dismissed Securities Act lawsuit (appealed) and an Exchange Act lawsuit proceeding to discovery[72][73][75] - Inquiries and Investigations: Cooperating with NTSB, FRA, and OSHA; NTSB concluded its investigation in July 2024, identifying a bearing failure as the probable cause; FRA investigation is likely to result in civil penalties[79][80][81] Other Commitments and Contingencies This section covers other ongoing lawsuits, casualty claims (employee personal injury, occupational, third-party), general environmental liabilities, labor agreements, and insurance coverage. It notes the dismissal of an antitrust class action (appealed) and a subsidiary lawsuit, ongoing actuarial studies for casualty claims, and significant insurance recoveries for the Eastern Ohio Incident - Antitrust class actions regarding fuel surcharges were dismissed in June 2025, but a majority of plaintiffs appealed the ruling in July 2025[84] - A lawsuit against a subsidiary by a minority owner was fully dismissed by April 2023, affirmed on appeal in August 2024, and certiorari denied by the U.S. Supreme Court in April 2025[85] - Environmental liabilities (excluding the Eastern Ohio Incident) totaled $63 million at June 30, 2025, covering 71 known locations[92] - Approximately 80% of railroad employees are covered by collective bargaining agreements; local tentative agreements reached with ten of thirteen unions became effective January 1, 2025[98][99] - Recognized over $1.0 billion in insurance recoveries for the Eastern Ohio Incident, including $298 million during the first six months of 2025, and exhausted liability insurance policies for the Incident at June 30, 2025[103] 13. New Accounting Pronouncements This note discusses recently issued accounting standards updates (ASUs) by the FASB, including ASU 2023-09 on Income Tax Disclosures (effective after Dec 15, 2024) and ASU 2024-03 on Expense Disaggregation Disclosures (effective after Dec 15, 2026), and the company's plans for adoption and evaluation - ASU 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" is effective for fiscal years beginning after December 15, 2024; the company is evaluating the impact and did not early adopt[104] - ASU 2024-03 "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)" is effective for fiscal years beginning after December 15, 2026; the company is evaluating the effect and will not early adopt[105] 14. Subsequent Events This note reports on significant events occurring after the reporting period, including the signing of the One Big Beautiful Bill Act (OBBBA) on July 4, 2025, which is expected to shift between current and deferred taxes, and the company's definitive merger agreement with Union Pacific Corporation on July 28, 2025, for a stock-and-cash acquisition - The One Big Beautiful Bill Act (OBBBA) was signed into law on July 4, 2025, expected to shift between current and deferred taxes due to changes in bonus depreciation, interest expense deductibility, and research cost expensing[106] - On July 28, 2025, the company entered into a definitive merger agreement with Union Pacific Corporation for an acquisition in a stock-and-cash transaction[107][108] - Each share of Norfolk Southern common stock will be converted into one share of Union Pacific common stock and $88.82 in cash; the merger is subject to Surface Transportation Board approval and includes a $2.5 billion termination fee[109][110] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition, results of operations, and liquidity, highlighting key performance drivers, non-GAAP adjustments, and future outlook. It covers revenue and expense trends, financial position, and critical accounting estimates, emphasizing the focus on safety, productivity, and managing macroeconomic uncertainty - The company remained focused on providing safe and reliable service, driving productivity, and improving fuel efficiency amidst macroeconomic uncertainty[113] - Achieved an operating ratio of 62.2% (GAAP) and an adjusted operating ratio of 63.4% for the second quarter of 2025[113] - Expects revenue to increase for the remainder of 2025 compared to 2024, driven by higher volume[125] OVERVIEW This overview introduces Norfolk Southern as a long-standing rail transportation provider in the eastern U.S., emphasizing its focus on safety, reliability, and productivity. It highlights revenue growth and improved financial performance in Q2 2025, partly due to Eastern Ohio Incident recoveries, and states the company's commitment to competitive margins - Norfolk Southern operates an extensive intermodal network in the eastern U.S., serving a majority of the country's population and manufacturing base[112] - The company delivered revenue growth and improved financial performance in Q2 2025, benefiting from Eastern Ohio Incident recoveries exceeding incremental expenses[113] - Achieved an operating ratio of 62.2% and an adjusted operating ratio of 63.4% for the second quarter[113] SUMMARIZED RESULTS OF OPERATIONS This section presents a high-level comparison of GAAP and non-GAAP adjusted financial results for the second quarter and first six months of 2025 and 2024. It shows increases in railway operating revenues, income from railway operations, net income, and diluted EPS, alongside improvements in the railway operating ratio, primarily driven by higher volumes and lower expenses related to the Eastern Ohio Incident and restructuring activities | Metric | 2Q 2025 (GAAP) ($M) | 2Q 2024 (GAAP) ($M) | % Change (2Q) | 6M 2025 (GAAP) ($M) | 6M 2024 (GAAP) ($M) | % Change (6M) | | :-------------------------- | :------------------ | :------------------ | :------------ | :------------------ | :------------------ | :------------ | | Railway operating revenues | 3,110 | 3,044 | 2% | 6,103 | 6,048 | 1% | | Income from railway operations | 1,175 | 1,131 | 4% | 2,321 | 1,344 | 73% | | Net income | 768 | 737 | 4% | 1,518 | 790 | 92% | | Diluted earnings per share | 3.41 | 3.25 | 5% | 6.72 | 3.48 | 93% | | Railway operating ratio | 62.2% | 62.8% | (1%) | 62.0% | 77.8% | (20%) | - Adjusted (non-GAAP) results for 2Q 2025: Income from railway operations $1,138 million (up 7% YoY), Net income $741 million (up 7% YoY), Diluted EPS $3.29 (up 8% YoY), Operating ratio 63.4% (down 3% YoY)[118] - Adjusted (non-GAAP) results for 6M 2025: Income from railway operations $2,099 million (up 7% YoY), Net income $1,350 million (up 7% YoY), Diluted EPS $5.97 (up 7% YoY), Operating ratio 65.6% (down 3% YoY)[120] DETAILED RESULTS OF OPERATIONS This section provides a granular analysis of railway operating revenues by commodity group and railway operating expenses by major classification, explaining the drivers behind changes in each category for the second quarter and first six months of 2025 compared to 2024. It highlights volume growth in Merchandise and Intermodal, offset by lower fuel surcharge revenues, and details expense fluctuations including significant net recoveries from the Eastern Ohio Incident - Overall railway operating revenues increased by $66 million in the second quarter and $55 million in the first six months of 2025[123] - Fuel surcharge revenue decreased due to lower fuel commodity prices[124] - Expects revenue to increase for the remainder of 2025, driven by higher volume[125] Railway Operating Revenues This sub-section details revenue changes by commodity group, showing increases in Merchandise (Agriculture, Chemicals, Metals & Construction, Automotive) and Intermodal volumes, while Coal revenues declined due to lower average revenue per unit despite higher volume. Volume growth was partially offset by lower fuel surcharge revenue | Commodity Group | 2Q 2025 Rev ($M) | 2Q 2024 Rev ($M) | % Change (Rev) | 2Q 2025 Units (K) | 2Q 2024 Units (K) | % Change (Units) | | :-------------------------------- | :--------------- | :--------------- | :------------- | :---------------- | :---------------- | :--------------- | | Merchandise | 1,972 | 1,904 | 4% | 600.6 | 576.4 | 4% | | Intermodal | 743 | 742 | —% | 1,010.9 | 1,003.5 | 1% | | Coal | 395 | 398 | (1%) | 181.7 | 162.9 | 12% | | Total | 3,110 | 3,044 | 2% | 1,793.2 | 1,742.8 | 3% | - Merchandise revenue increase driven by higher volume, partially offset by lower average revenue per unit due to lower fuel surcharge revenue[126] - Intermodal revenues were nearly flat in Q2 and increased for the first six months, reflecting higher volumes offset by lower average revenue per unit from lower fuel surcharges[130] - Coal revenues declined due to lower average revenue per unit (reduced pricing, adverse mix, lower fuel surcharge), despite higher volume[131] Railway Operating Expenses This sub-section analyzes changes in railway operating expenses, noting decreases in compensation and benefits, purchased services, and fuel, while equipment rents, depreciation, materials, and claims increased. Restructuring charges decreased significantly, and the Eastern Ohio Incident showed net recoveries of $47 million in Q2 2025 and $232 million in 6M 2025 | Expense Category | 2Q 2025 ($M) | 2Q 2024 ($M) | % Change (2Q) | 6M 2025 ($M) | 6M 2024 ($M) | % Change (6M) | | :-------------------------- | :----------- | :----------- | :------------ | :----------- | :----------- | :------------ | | Compensation and benefits | 692 | 700 | (1%) | 1,431 | 1,436 | —% | | Purchased services | 409 | 419 | (2%) | 810 | 839 | (3%) | | Fuel | 219 | 257 | (15%) | 463 | 541 | (14%) | | Depreciation | 346 | 335 | 3% | 692 | 672 | 3% | | Materials | 98 | 92 | 7% | 198 | 190 | 4% | | Claims | 59 | 50 | 18% | 125 | 98 | 28% | | Restructuring and other charges | 10 | (3) | 433% | 10 | 96 | (90%) | | Eastern Ohio incident | (47) | (65) | 28% | (232) | 527 | (144%) | | Total | 1,935 | 1,913 | 1% | 3,782 | 4,704 | (20%) | - Average rail headcount decreased by approximately 970 in Q2 2025 compared to Q2 2024[134] - Locomotive fuel price decreased 15% in Q2 and 13% for the first six months of 2025[137] - Eastern Ohio Incident: Insurance and other recoveries exceeded additional Incident-related expenses by $47 million in Q2 2025 and $232 million for the first six months of 2025[143] FINANCIAL CONDITION AND LIQUIDITY This section assesses the company's financial health and liquidity, highlighting increased cash from operating activities, changes in working capital, and cash flows from investing and financing activities. It also details debt issuances, credit facilities, and stock repurchase programs, noting a decrease in the debt-to-total capitalization ratio - Cash provided by operating activities was $2.0 billion for the first six months of 2025, up from $1.9 billion in the same period of 2024, reflecting improved operating results[147] - Cash used in investing activities decreased to $1.4 billion for the first six months of 2025, compared with $2.6 billion last year, primarily due to the prior year acquisition of CSR assets[148] - Cash used in financing activities increased to $930 million for the first six months of 2025, driven by increased common stock repurchases ($456 million) and lower proceeds from borrowing[149] - The debt-to-total capitalization ratio was 54.0% at June 30, 2025, down from 54.6% at December 31, 2024[155] CRITICAL ACCOUNTING ESTIMATES This section states that there have been no significant changes to the critical accounting estimates reported in the company's latest Annual Report on Form 10-K for the year ended December 31, 2024 - No significant changes to critical accounting estimates from the Form 10-K at December 31, 2024[157] OTHER MATTERS This section discusses labor agreements, noting that approximately 80% of railroad employees are covered by collective bargaining, with many tentative agreements ratified and ongoing negotiations for others. It also briefly addresses the impact of inflation on the company's capital-intensive business, where replacement costs for long-lived assets would be substantially higher than historical costs - Approximately 80% of railroad employees are covered by collective bargaining agreements[158] - Local tentative agreements were reached with ten of thirteen unions, becoming effective January 1, 2025[159] - For unions where bargaining remains open, self-help (e.g., strike) is prohibited until RLA procedures are exhausted[161] - As a capital-intensive company, the replacement cost of long-lived assets and related depreciation would be substantially greater than amounts reported on a historical cost basis due to inflation[162] FORWARD-LOOKING STATEMENTS This section provides a cautionary statement regarding forward-looking statements in the report, outlining various known and unknown risks and uncertainties that could cause actual results to differ materially. These risks include economic conditions, operational initiatives, adverse events, litigation (including Incident Proceedings), regulatory changes, cybersecurity, and factors related to the pending merger with Union Pacific - Forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially[164] - Key risk factors include changes in economic/political conditions, ability to implement operational initiatives, adverse network events, litigation (including Incident Proceedings), environmental remediation obligations, new governmental regulations, cybersecurity incidents, and risks associated with the pending merger with Union Pacific[166] - The company disclaims any intention or obligation to update or revise any forward-looking statements unless required by applicable securities laws[165] Additional Information This section informs investors and the public about the company's routine use of its Investor Relations website and social media channels (X, LinkedIn) for posting important and material information, including compliance with its disclosure obligations under Regulation FD. It clarifies that information posted on these channels is not incorporated by reference into this Quarterly Report on Form 10-Q - The company routinely uses its Investor Relations website and social media channels (X, LinkedIn) to post presentations and other important information, including material information[167] - Information posted on the company's website and social media channels is not incorporated by reference in this Quarterly Report on Form 10-Q[167] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section indicates that the information required for quantitative and qualitative disclosures about market risk is included in Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "Financial Condition and Liquidity" - Information on market risk is included in the "Financial Condition and Liquidity" section of Item 2[168] Item 4. Controls and Procedures This section reports that the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2025. Furthermore, no changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, internal control over financial reporting were identified during the second quarter of 2025 - Disclosure controls and procedures were effective as of June 30, 2025[168] - No material changes in internal control over financial reporting were identified during the second quarter of 2025[169] PART II. OTHER INFORMATION Presents additional information not covered in the financial statements, including legal proceedings, risk factors, equity sales, and exhibits Item 1. Legal Proceedings This section refers to Note 12, "Commitments and Contingencies," in the Notes to Consolidated Financial Statements for comprehensive information regarding the company's legal proceedings - Information on legal proceedings is detailed in Note 12 "Commitments and Contingencies" of the consolidated financial statements[171] Item 1A. Risk Factors This section states that the risk factors outlined in the company's 2024 Annual Report on Form 10-K remain unchanged and are incorporated by reference. These risks could have a material adverse effect on the company's financial position, results of operations, or liquidity - The risk factors set forth in the company's 2024 Form 10-K remain unchanged and are incorporated by reference[172] Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities This section provides details on the company's common stock repurchases during the second quarter of 2025 under its authorized program, noting the number of shares purchased, the average price paid per share, and the remaining authorized value for future repurchases | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that may yet be Purchased under the Publicly Announced Plans or Programs | | :---------------- | :----------------------------- | :--------------------------- | :---------------------------------------------------------------- | :-------------------------------------------------------------------------- | | April 1-30, 2025 | 340,590 | $219.16 | 340,590 | $6,545,349,947 | | May 1-31, 2025 | 355,497 | $234.79 | 355,497 | $6,461,883,027 | | June 1-30, 2025 | 177,412 | $254.17 | 177,412 | $6,416,789,641 | | Total | 873,499 | | 873,499 | | - As of June 30, 2025, $6.4 billion remains authorized for repurchase under the $10.0 billion program authorized on March 29, 2022[173] Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities during the quarterly period covered by this report - No defaults upon senior securities were reported[174] Item 4. Mine Safety Disclosures This section indicates that the disclosure requirements for mine safety are not applicable to Norfolk Southern Corporation - Mine Safety Disclosures are not applicable to the registrant[175] Item 5. Other Information This section reports that none of the company's directors or officers adopted or terminated a contract, instruction, or written plan for the purchase or sale of securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement during the quarterly period - No directors or officers adopted or terminated Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during the quarter[176] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including a supplemental indenture, the executive severance plan, CEO/CFO certifications, Section 1350 Certifications, and financial information formatted in Inline Extensible Business Reporting Language (iXBRL) - Exhibits include the Thirteenth Supplemental Indenture, Norfolk Southern Executive Severance Plan, Rule 13a-14(a)/15d-14(a) CEO and CFO Certifications, Section 1350 Certifications, and financial information in iXBRL format[179] Signatures This section contains the required signatures, certifying the report on behalf of Norfolk Southern Corporation by its Executive Vice President and Chief Financial Officer, and its Vice President and Controller - The report was signed by Jason A. Zampi, Executive Vice President and Chief Financial Officer, and Claiborne L. Moore, Vice President and Controller, on July 29, 2025[182]