Exhibit 99.2
Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)
| Third Quarter | First Nine Months | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
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| Railway operating revenues |
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| Merchandise |
$ | 1,969 | $ | 1,861 | $ | 5,804 | $ | 5,628 | ||||||||
| Intermodal |
759 | 763 | 2,262 | 2,250 | ||||||||||||
| Coal |
375 | 427 | 1,140 | 1,221 | ||||||||||||
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| Total railway operating revenues |
3,103 | 3,051 | 9,206 | 9,099 | ||||||||||||
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| Railway operating expenses |
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| Compensation and benefits |
738 | 690 | 2,169 | 2,126 | ||||||||||||
| Purchased services and rents |
519 | 497 | 1,537 | 1,541 | ||||||||||||
| Fuel |
237 | 216 | 700 | 757 | ||||||||||||
| Depreciation |
348 | 339 | 1,040 | 1,011 | ||||||||||||
| Materials and other |
147 | (188 | ) | 547 | 200 | |||||||||||
| Merger-related expenses |
15 | — | 15 | — | ||||||||||||
| Restructuring and other charges |
12 | 60 | 22 | 156 | ||||||||||||
| Eastern Ohio incident |
(11 | ) | (159 | ) | (243 | ) | 368 | |||||||||
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| Total railway operating expenses |
2,005 | 1,455 | 5,787 | 6,159 | ||||||||||||
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| Income from railway operations |
1,098 | 1,596 | 3,419 | 2,940 | ||||||||||||
| Other income – net |
23 | 34 | 78 | 69 | ||||||||||||
| Interest expense on debt |
197 | 203 | 597 | 608 | ||||||||||||
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| Income before income taxes |
924 | 1,427 | 2,900 | 2,401 | ||||||||||||
| Income taxes |
213 | 328 | 671 | 512 | ||||||||||||
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| Net income |
$ | 711 | $ | 1,099 | $ | 2,229 | $ | 1,889 | ||||||||
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| Earnings per share – diluted |
$ | 3.16 | $ | 4.85 | $ | 9.88 | $ | 8.34 | ||||||||
| Weighted average shares outstanding – diluted |
224.7 | 226.5 | 225.5 | 226.3 | ||||||||||||
See accompanying notes to consolidated financial statements.
Norfolk Southern Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ($ in millions) | ||||||||
| Assets |
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| Current assets: |
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| Cash and cash equivalents |
$ | 1,418 | $ | 1,641 | ||||
| Accounts receivable – net |
1,102 | 1,069 | ||||||
| Materials and supplies |
297 | 277 | ||||||
| Other current assets |
219 | 201 | ||||||
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| Total current assets |
3,036 | 3,188 | ||||||
| Investments |
4,081 | 3,370 | ||||||
| Properties less accumulated depreciation of $14,438 and $13,957, respectively |
36,112 | 35,831 | ||||||
| Other assets |
1,351 | 1,293 | ||||||
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| Total assets |
$ | 44,580 | $ | 43,682 | ||||
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| Liabilities and stockholders’ equity |
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| Current liabilities: |
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| Accounts payable |
$ | 1,657 | $ | 1,704 | ||||
| Income and other taxes |
227 | 337 | ||||||
| Other current liabilities |
1,033 | 949 | ||||||
| Current maturities of long-term debt |
607 | 555 | ||||||
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| Total current liabilities |
3,524 | 3,545 | ||||||
| Long-term debt |
16,476 | 16,651 | ||||||
| Other liabilities |
1,705 | 1,760 | ||||||
| Deferred income taxes |
7,734 | 7,420 | ||||||
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| Total liabilities |
29,439 | 29,376 | ||||||
| Stockholders’ equity: |
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| Common stock $1.00 per share par value, 1,350,000,000 shares authorized; outstanding 224,386,617 and 226,320,894 shares, respectively, net of treasury shares |
226 | 228 | ||||||
| Additional paid-in capital |
2,283 | 2,247 | ||||||
| Accumulated other comprehensive loss |
(262 | ) | (262 | ) | ||||
| Retained income |
12,894 | 12,093 | ||||||
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| Total stockholders’ equity |
15,141 | 14,306 | ||||||
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| Total liabilities and stockholders’ equity |
$ | 44,580 | $ | 43,682 | ||||
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See accompanying notes to consolidated financial statements.
Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
| First Nine Months | ||||||||
| 2025 | 2024 | |||||||
| ($ in millions) | ||||||||
| Cash flows from operating activities |
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| Net income |
$ | 2,229 | $ | 1,889 | ||||
| Reconciliation of net income to net cash provided by operating activities: |
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| Depreciation |
1,040 | 1,011 | ||||||
| Deferred income taxes |
315 | 141 | ||||||
| Gains and losses on properties |
(142 | ) | (425 | ) | ||||
| Changes in assets and liabilities affecting operations: |
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| Accounts receivable |
(53 | ) | (156 | ) | ||||
| Materials and supplies |
(20 | ) | (24 | ) | ||||
| Other current assets |
68 | 80 | ||||||
| Current liabilities other than debt |
25 | 774 | ||||||
| Other – net |
(164 | ) | (189 | ) | ||||
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| Net cash provided by operating activities |
3,298 | 3,101 | ||||||
| Cash flows from investing activities |
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| Property additions |
(1,475 | ) | (1,706 | ) | ||||
| Acquisition of assets of CSR |
— | (1,643 | ) | |||||
| Property sales and other transactions |
120 | 527 | ||||||
| Investment purchases |
(615 | ) | (318 | ) | ||||
| Investment sales and other transactions |
52 | 349 | ||||||
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| Net cash used in investing activities |
(1,918 | ) | (2,791 | ) | ||||
| Cash flows from financing activities |
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| Dividends |
(912 | ) | (915 | ) | ||||
| Common stock transactions |
1 | 15 | ||||||
| Purchase and retirement of common stock |
(534 | ) | — | |||||
| Proceeds from borrowings |
396 | 1,051 | ||||||
| Debt repayments |
(554 | ) | (1,054 | ) | ||||
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| Net cash used in financing activities |
(1,603 | ) | (903 | ) | ||||
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| Net decrease in cash and cash equivalents |
(223 | ) | (593 | ) | ||||
| Cash and cash equivalents |
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| At beginning of year |
1,641 | 1,568 | ||||||
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| At end of period |
$ | 1,418 | $ | 975 | ||||
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| Supplemental disclosures of cash flow information |
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| Cash paid during the period for: |
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| Interest (net of amounts capitalized) |
$ | 570 | $ | 571 | ||||
| Income taxes (net of refunds) |
433 | 284 | ||||||
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Gains on Railway Line Sales
During the third quarter of 2024, we completed sales of two railway lines in the states of Virginia and North Carolina resulting in gains of $380 million included in “Materials and other” expense. The gains from these transactions are reflected in “Gains and losses on properties” and cash proceeds are included in “Property sales and other transactions” on the Consolidated Statement of Cash Flows.
2. Merger-Related Expenses
During the third quarter of 2025, we incurred $15 million in merger-related expenses primarily related to third-party advisor fees, legal fees, and costs associated with employee retention arrangements.
3. Restructuring and Other Charges
Restructuring and other charges in 2025 includes expenses associated with the rationalization of certain software development projects that had not been placed into service and the restructuring of certain technology functions, including severance costs for impacted employees. 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. We incurred expenses of $12 million and $60 million in the third quarters of 2025 and 2024, respectively, and $22 million and $156 million for the first nine months of 2025 and 2024, respectively. Additionally, the first nine months of 2024 “Other income – net” includes a $20 million curtailment gain on our other postretirement benefit plan resulting from the restructuring, recorded in the second quarter of 2024.
4. Eastern Ohio Incident
On February 3, 2023, a train operated by us derailed in East Palestine, Ohio (the Incident). During the third quarter of 2025, we incurred net expenses of $13 million, as compared to $159 million of net benefits for the same period last year. Recoveries exceeded expenses by $219 million in the first nine months of 2025 as compared to expenses of $368 million during the first nine months of 2024. The total expense recognized includes the impact of $394 million and $552 million in recoveries during the first nine months of 2025 and 2024, respectively, of which $16 million and $288 million was recognized in the third quarters of 2025 and 2024, respectively. Any additional amounts recoverable under our insurance policies or from third parties will be reflected in future periods in which recovery is considered probable.
5. Shareholder Advisory Costs
“Other income – net” includes costs associated with shareholder advisory matters, which amounted to $1 million and $51 million during the third quarter and first nine months of 2024, respectively.
6. Deferred Income Taxes
During the first nine months of 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 the first nine months of 2025 at a cost of $533 million, inclusive of accrued excise taxes, while we did not repurchase any shares of common stock in the first nine months of 2024.