Norfolk Southern dosáhla ve 3. čtvrtletí 2026 rekordních tržeb ve výši 3,5 miliardy USD, což představuje meziroční nárůst o 14 %. Zisk na akcii vzrostl o 7 % na 3,37 USD.
Railroad achieves record quarterly revenues and strong earnings growth
, /PRNewswire/ -- Norfolk Southern Corporation (NYSE: NSC) announced Thursday its third quarter 2026 financial results. For the quarter, revenue was $3.5 billion, income from railway operations was $1.2 billion, operating ratio was 67.4%, and diluted earnings per share were $3.37.
Adjusting the results to exclude merger-related expenses and the effects of the Eastern Ohio incident, third quarter income from railway operations was $1.2 billion, the operating ratio was 65.4%, and diluted earnings per share were $3.62.
"Norfolk Southern delivered another quarter of solid execution, with record revenues, and strong earnings growth aided by continued productivity gains across the network, reflecting continued momentum in our business and the dedication of our team," said Mark George, Norfolk Southern President and Chief Executive Officer. "Throughout the quarter, we remained focused on safely serving customers, improving operational performance, while maintaining disciplined cost control despite rising fuel costs. Demand for rail service increased during the quarter, as a tighter trucking market highlighted rail's competitive advantages and underscored the opportunity for a more efficient, capacity-enhanced freight network. We remain focused on investing in a stronger, more resilient rail network that can support growth we see on the horizon."
Third Quarter Summary
Railway operating revenues of $3.5 billion were a quarterly record, up $423 million, or 14% compared to the third quarter 2025, on a volume increase of 3% year-over-year, and higher fuel surcharges representing eight points of the revenue growth.
Income from railway operations was $1.2 billion, an increase of $52 million, or 5%, compared to third quarter 2025.
Adjusting for the effects of merger-related expenses and the Eastern Ohio incident in both years and restructuring and other charges in 2025, adjusted income from railway operations was $1.2 billion, an increase of $82 million, or 7%, compared to adjusted third quarter 2025.
Operating ratio in the quarter was 67.4% compared to 64.6% in third quarter 2025.
Adjusting for the effects of merger-related expenses and the Eastern Ohio incident in both years and restructuring and other charges in 2025, the adjusted operating ratio for third quarter 2026 was 65.4%, 210 basis points higher than adjusted third quarter 2025.
Diluted earnings per share were $3.37, up $0.21, or 7%, compared to third quarter 2025.
Adjusting for the effects of merger-related expenses and the Eastern Ohio incident in both years and restructuring and other charges in 2025, adjusted diluted earnings per share were $3.62, up $0.32, or 10%, compared to adjusted third quarter 2025.
About Norfolk Southern
Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a 22-state freight transportation network. Committed to furthering sustainability, Norfolk Southern helps its customers avoid approximately 15 million tons of yearly carbon emissions by shipping via rail. Its dedicated team members deliver approximately 7 million carloads annually, from agriculture to consumer goods. Norfolk Southern also has the most extensive intermodal network in the eastern U.S. It 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. Learn more by visiting www.NorfolkSouthern.com.
Cautionary Statement on Forward-Looking Statements
Certain statements in this press release are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or our achievements or those of our industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like "may," "will," "could," "would," "should," "expect," "anticipate," "believe," "project," or other comparable terminology. While the Company has based these forward-looking statements on those expectations, assumptions, estimates, beliefs, and projections it views as reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's control, including but not limited to: (i) changes in domestic or international economic, political or business conditions, including those impacting the transportation industry; (ii) the Company's ability to successfully implement its operational, productivity, and strategic initiatives; (iii) a significant adverse event on our network, including but not limited to a mainline accident, discharge of hazardous material, or climate-related or other network outage; (iv) the outcome of claims, litigation, governmental proceedings, and investigations involving the Company, including those with respect to the Eastern Ohio incident; (v) new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident; (vi) a significant cybersecurity incident or other disruption to our technology infrastructure; and (vii) those pertaining to the Merger. These and other important factors, including those discussed under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 9, 2026, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Non-GAAP Financial Measures
Information included within this press release contains non-GAAP financial measures, including adjusted income from railway operations, adjusted operating ratio, and adjusted diluted earnings per share. Non-GAAP financial measures should be considered in addition to, not as a substitute for, the financial measures reported in accordance with U.S. generally accepted accounting principles (GAAP).
Our non-GAAP financial results for the third quarters of 2026 and 2025 exclude merger-related expenses and the effects from the Eastern Ohio Incident (the Incident). Our non-GAAP financial results for the third quarter of 2025 also exclude restructuring and other charges. The following tables adjust our GAAP financial results for the third quarters of 2026 and 2025 to exclude the effects of those items. The income tax effects of the non-GAAP adjustments were calculated based on the applicable tax rates to which the non-GAAP adjustments related. We use these non-GAAP financial measures internally and believe this information provides useful supplemental information to investors to facilitate making period-to-period comparisons by excluding these costs. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant to be considered in isolation from, or as a substitute for, the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similar measures presented by other companies. Information about the adjustments that are not currently available to us could have a potentially unpredictable and significant impact on future GAAP results. Further information about the Company's non-GAAP measures are available on our website at www.norfolksouthern.com on the Investors page under Events and Presentations.
($ in millions, except per share amounts)
Third
Quarter 2026
Income from railway operations
$
1,150
Merger-related expenses and effects of
the Incident
70
Adjusted income from railway operations
$
1,220
Operating ratio
67.4 %
Merger-related expenses and effects of
the Incident
(2.0 %)
Adjusted operating ratio
65.4 %
Diluted earnings per share
$
3.37
Merger-related expenses and effects of
the Incident
0.25
Adjusted diluted earnings per share
$
3.62
($ in millions, except per share amounts)
Third
Quarter 2025
Income from railway operations
$
1,098
Merger-related expenses, restructuring
and other charges, and effects of the
Incident
40
Adjusted income from railway operations
$
1,138
Operating ratio
64.6 %
Merger-related expenses, restructuring
and other charges, and effects of the
Incident
(1.3 %)
Adjusted operating ratio
63.3 %
Diluted earnings per share
$
3.16
Merger-related expenses, restructuring
and other charges, and effects of the
Incident
Wall Street analysts expect Norfolk Southern (NSC - Free Report) to post quarterly earnings of $3.48 per share in its upcoming report, which indicates a year-over-year increase of 5.5%. Revenues are expected to be $3.46 billion, up 11.6% from the year-ago quarter.
The current level reflects an upward revision of 0.7% in the consensus EPS estimate for the quarter over the past 30 days. This demonstrates how the analysts covering the stock have collectively reappraised their initial projections over this period.
Prior to a company's earnings release, it is of utmost importance to factor in any revisions made to the earnings projections. These revisions serve as a critical gauge for predicting potential investor behaviors with respect to the stock. Empirical studies consistently reveal a strong link between trends in earnings estimate revisions and the short-term price performance of a stock.
While investors typically rely on consensus earnings and revenue estimates to gauge how the business may have fared during the quarter, examining analysts' projections for some of the company's key metrics often helps gain a deeper insight.
In light of this perspective, let's dive into the average estimates of certain Norfolk Southern metrics that are commonly tracked and forecasted by Wall Street analysts.
The collective assessment of analysts points to an estimated 'Railway operating revenues- Merchandise- Agriculture, forest and consumer products' of $700.42 million. The estimate points to a change of +11.2% from the year-ago quarter.
The consensus estimate for 'Railway operating revenues- Coal' stands at $417.75 million. The estimate indicates a year-over-year change of +11.4%.
The consensus among analysts is that 'Railway operating revenues- Merchandise- Chemicals' will reach $639.98 million. The estimate indicates a change of +12.5% from the prior-year quarter.
Analysts expect 'Railway operating revenues- Intermodal' to come in at $915.37 million. The estimate indicates a change of +20.6% from the prior-year quarter.
The combined assessment of analysts suggests that 'Railway Operating Ratio' will likely reach 66.1%. Compared to the present estimate, the company reported 64.6% in the same quarter last year.
According to the collective judgment of analysts, 'Revenue ton miles' should come in at 48.48 billion. The estimate compares to the year-ago value of 46.90 billion.
The average prediction of analysts places 'Carloads (Units) - Volume - Merchandise' at 611.45 thousand. Compared to the present estimate, the company reported 595.10 thousand in the same quarter last year.
Analysts predict that the 'Carloads (Units) - Volume - Intermodal' will reach 1.06 million. The estimate compares to the year-ago value of 1.03 million.
Analysts forecast 'Revenue per Carload (Unit) - Total' to reach $1891.03 . The estimate is in contrast to the year-ago figure of $1721.00 .
It is projected by analysts that the 'Revenue per Carload (Unit) - Coal' will reach $2294.84 . Compared to the present estimate, the company reported $2120.00 in the same quarter last year.
Based on the collective assessment of analysts, 'Revenue per Carload (Unit) - Merchandise' should arrive at $3545.47 . Compared to the current estimate, the company reported $3310.00 in the same quarter of the previous year.
Analysts' assessment points toward 'Revenue per Carload (Unit) - Intermodal' reaching $865.30 . Compared to the present estimate, the company reported $735.00 in the same quarter last year.
View all Key Company Metrics for Norfolk Southern here>>>
Shares of Norfolk Southern have experienced a change of +4.1% in the past month compared to the +1.5% move of the Zacks S&P 500 composite. With a Zacks Rank #3 (Hold), NSC is expected to mirror the overall market performance in the near future. You can see the complete list of today's Zacks Rank #1 (Strong Buy) stocks here >>>> .
Norfolk Southern (NSC - Free Report) is expected to deliver a year-over-year increase in earnings on higher revenues when it reports results for the quarter ended September 2026. This widely-known consensus outlook gives a good sense of the company's earnings picture, but how the actual results compare to these estimates is a powerful factor that could impact its near-term stock price.
The stock might move higher if these key numbers top expectations in the upcoming earnings report, which is expected to be released on October 22. On the other hand, if they miss, the stock may move lower.
While management's discussion of business conditions on the earnings call will mostly determine the sustainability of the immediate price change and future earnings expectations, it's worth having a handicapping insight into the odds of a positive EPS surprise.
Zacks Consensus EstimateThis railroad is expected to post quarterly earnings of $3.51 per share in its upcoming report, which represents a year-over-year change of +6.4%.
Revenues are expected to be $3.47 billion, up 11.7% from the year-ago quarter.
Estimate Revisions TrendThe consensus EPS estimate for the quarter has been revised 1.21% higher over the last 30 days to the current level. This is essentially a reflection of how the covering analysts have collectively reassessed their initial estimates over this period.
Investors should keep in mind that an aggregate change may not always reflect the direction of estimate revisions by each of the covering analysts.
Price, Consensus and EPS Surprise
Earnings WhisperEstimate revisions ahead of a company's earnings release offer clues to the business conditions for the period whose results are coming out. This insight is at the core of our proprietary surprise prediction model -- the Zacks Earnings ESP (Expected Surprise Prediction).
The Zacks Earnings ESP compares the Most Accurate Estimate to the Zacks Consensus Estimate for the quarter; the Most Accurate Estimate is a more recent version of the Zacks Consensus EPS estimate. The idea here is that analysts revising their estimates right before an earnings release have the latest information, which could potentially be more accurate than what they and others contributing to the consensus had predicted earlier.
Thus, a positive or negative Earnings ESP reading theoretically indicates the likely deviation of the actual earnings from the consensus estimate. However, the model's predictive power is significant for positive ESP readings only.
A positive Earnings ESP is a strong predictor of an earnings beat, particularly when combined with a Zacks Rank #1 (Strong Buy), 2 (Buy) or 3 (Hold). Our research shows that stocks with this combination produce a positive surprise nearly 70% of the time, and a solid Zacks Rank actually increases the predictive power of Earnings ESP.
Please note that a negative Earnings ESP reading is not indicative of an earnings miss. Our research shows that it is difficult to predict an earnings beat with any degree of confidence for stocks with negative Earnings ESP readings and/or Zacks Rank of 4 (Sell) or 5 (Strong Sell).
How Have the Numbers Shaped Up for Norfolk Southern?For Norfolk Southern, the Most Accurate Estimate is lower than the Zacks Consensus Estimate, suggesting that analysts have recently become bearish on the company's earnings prospects. This has resulted in an Earnings ESP of -0.81%.
On the other hand, the stock currently carries a Zacks Rank of #3.
So, this combination makes it difficult to conclusively predict that Norfolk Southern will beat the consensus EPS estimate.
Does Earnings Surprise History Hold Any Clue?Analysts often consider to what extent a company has been able to match consensus estimates in the past while calculating their estimates for its future earnings. So, it's worth taking a look at the surprise history for gauging its influence on the upcoming number.
For the last reported quarter, it was expected that Norfolk Southern would post earnings of $3.23 per share when it actually produced earnings of $3.52, delivering a surprise of +8.98%.
Over the last four quarters, the company has beaten consensus EPS estimates four times.
Bottom LineAn earnings beat or miss may not be the sole basis for a stock moving higher or lower. Many stocks end up losing ground despite an earnings beat due to other factors that disappoint investors. Similarly, unforeseen catalysts help a number of stocks gain despite an earnings miss.
That said, betting on stocks that are expected to beat earnings expectations does increase the odds of success. This is why it's worth checking a company's Earnings ESP and Zacks Rank ahead of its quarterly release. Make sure to utilize our Earnings ESP Filter to uncover the best stocks to buy or sell before they've reported.
Norfolk Southern doesn't appear a compelling earnings-beat candidate. However, investors should pay attention to other factors too for betting on this stock or staying away from it ahead of its earnings release.
Stay on top of upcoming earnings announcements with the Zacks Earnings Calendar.
Freight railroads own infrastructure that cannot be replicated, but their dividends depend on variables most income investors overlook. Three major carriers just reported results that reveal exactly which payouts can survive the next downturn and which ones come with hidden…
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Railroads are income stocks with a moat you can see from an airplane. The three large US freight carriers here, Union Pacific (NYSE:UNP | UNP Price Prediction), CSX (NASDAQ:CSX) and Norfolk Southern (NYSE:NSC), own track networks that would be nearly impossible to rebuild today. That scarcity turns into cash, but the dividends ultimately ride on freight volume, pricing and a capital budget that never takes a year off. The second quarter showed what happens when the freight cycle turns in their favor: Union Pacific’s intermodal revenue climbed 26% to $1.386 billion as tight truck capacity pushed shippers onto rail. This is a durability story first. Here is how each payout holds up after the heavy spending these networks demand.
Union Pacific: Rising Payout Backed by a Western Franchise Union Pacific hauls grain, coal, petrochemicals, metals, automobiles and a fast-growing domestic intermodal book across the western US. Its current capacity projects show where the growth is concentrated: the Houston complex, siding extensions in the Pacific Northwest and Iowa, and double-tracking the Sunset Route from Yuma to Tucson and ultimately to El Paso. Domestic intermodal just posted its fourth consecutive record quarter in volume and revenue.
Income profile: The quarterly dividend now stands at $1.42 per share, up from $1.38, for an annualized forward dividend of $5.68. Shares recently traded at $273.77, after a 11.44% pullback over the past month that lifts the entry yield for new buyers. Treat this as a dividend-growth holding first.
Dividend safety: Second-quarter operating cash flow reached $3.076 billion against capital spending of $873 million and dividends of $819 million. Last year the pattern held at scale: $9.29 billion of operating cash flow, $3.791 billion of capex and $3.236 billion in dividends. Management reported $1.8 billion of free cash flow generated after reinvesting in the network and paying the dividend, paid down $1.5 billion of long-term debt in the first half and holds adjusted debt to EBITDA at 2.5 times. The quarterly payout has climbed from $0.20 per share in the late 1990s and early 2000s, and company guidance explicitly cites “consistent annual dividend increases.”
Bull case: Pricing power is the engine. The CFO told analysts, “Our quarterly pricing dollars continue to exceed inflation dollars as we compete and win business at levels that reflect the value of our rail service.” The company raised its full-year reported EPS growth outlook to the high single-digit range, keeps a 20 plus percent capacity buffer and has roughly 200 industrial-development opportunities in the pipeline. More freight on existing track means more cash per dividend dollar.
Risk: The pending Norfolk Southern merger, which would create America’s first transcontinental railroad, brings regulatory and integration uncertainty. The Surface Transportation Board accepted the application on May 28, the statute gives regulators a year after acceptance, and management offered no definitive closing date. Merger costs already separate reported EPS of $3.36 from adjusted EPS of $3.41.
CSX: Eastern Network With a Fast-Growing Cash Engine CSX runs an eastern network carrying chemicals, metals and equipment, forest products, coal and intermodal boxes. Export coal tonnage rose 12% last quarter, record US corn shipments through Chesapeake are expected to continue through year end, and the Howard Street Tunnel has expanded capacity for truck-to-rail conversions. Infrastructure and data-center construction support demand for domestic coal, frac sand, metals and heavy equipment.
Income profile: CSX pays $0.14 per quarter, an annualized forward dividend of $0.56, on a recent share price of $46.78. The stock has gained 40.27% over the past year, so much of the recent reward has come through price, with buybacks doing heavy lifting alongside the cash dividend.
Dividend safety: Second-quarter operating cash flow of $1.327 billion covered capex of $576 million and dividends of $260 million with room to spare. First-quarter free cash flow hit $793 million, up 47.95%, and management now guides to free cash flow growth of greater than 80% for the year with capex held at less than $2.4 billion. Last year’s $4.613 billion of operating cash flow funded $2.902 billion of capex and $972 million in dividends. The balance sheet shows $30.64 billion of total liabilities against $14.09 billion of equity. The quarterly rate stepped up every year in the record from $0.10 in 2022 to $0.14 today.
Bull case: Cost discipline is widening margins while volume grows. Operating margin expanded 240bps to 38.3% despite 160 basis points of fuel headwinds, and headcount ran 6% lower. First-half buybacks retired 12M shares for $506M, which shrinks the share count the dividend must cover. As management put it, “Returns on invested capital are a real focus for this team.”
Risk: Service fluidity lags the volume surge. Terminal dwell and trip plan performance remained below the company’s desired level because demand exceeded expectations and crew availability was tight in certain locations. Management summed it up: “We’re very productive and just not as fluid as we need it to be.” A planned headcount increase to fix service could slow the margin gains funding future raises.
Norfolk Southern: Steady Payout Waiting on a Merger Norfolk Southern serves the East with a merchandise-heavy mix. Second-quarter merchandise revenue reached $2.133B (+8.2%), intermodal $908M (+22.2%) and coal $424M (+7.3%). Its network runs through terminals such as Chattanooga, Birmingham, Bellevue and Elkhart, and new industrial customers are landing in South Carolina, Alabama, Ohio and North Carolina.
Income profile: The quarterly dividend is $1.35, an annualized forward dividend of $5.40, with shares recently at $312.98 after an 11.25% slide over the past month.
Dividend safety: Second-quarter operating cash flow of $1.054 billion covered capex of $439 million and dividends of $303 million. The first quarter was tighter: operating cash flow of $344 million came in below capex of $382 million, yet the $303 million dividend was still paid. Last year’s $4.361 billion of operating cash flow comfortably handled $2.204 billion of capex and $1.215 billion of dividends, and this year’s capex guidance sits near $1.9 billion. Total liabilities of $28.87B compare with $16.25B of equity. The track record needs context: the payout has held at $1.35 since early 2023, up from $1.24 in 2022, so income here is steady with no recent growth.
Bull case: Freight demand is recovering. Revenue hit $3.465B, up 11.4% year over year, and adjusted EPS of $3.52 beat the $3.32 estimate. Management remains committed to at least $150 million of cost takeout this year and $650 million in cumulative three-year savings. Holders also have the pending Union Pacific combination as a potential catalyst, with the CEO saying the company is “even more confident about the unique opportunity to strengthen America’s supply chain.”
Risk: Eastern Ohio incident costs keep cash flow lumpy. First-quarter GAAP net income fell 27.07% as the prior year’s $185M net recoveries swung to $10M net expense, and operating cash flow dropped 63.79%. The incident added another $15 million in second-quarter costs, and litigation remains ongoing.
Which Railroad Dividend Fits Your Income Plan All three railroads fund their dividends from free cash flow left after heavy network spending, and all three rode strong intermodal demand last quarter. Union Pacific suits investors who want the largest, most consistently rising payout backed by pricing power. CSX fits total-return investors who value surging free cash flow and aggressive buybacks alongside a smaller, steadily growing dividend. Norfolk Southern suits patient holders content with a flat, well-covered payout while the merger plays out. If the goal is collecting checks like these without ever tapping the shares underneath, we built a free guide on structuring a dividend ladder to do exactly that: Never Touch the Principal.
Contact [email protected] for any questions or corrections.
Norfolk Southern čeká v druhé polovině roku tlak na provozní poměr kvůli vyšším cenám paliva, ale zároveň vidí šanci získat nákladní dopravu od kamionů. Firma hlásí také zlepšení provozu a růst poptávky po intermodální přepravě.
This Railroad Stock Is Chugging Along to a New All-Time HighNorfolk Southern NYSE: NSC said higher fuel prices are expected to pressure its operating ratio in the second half of the year, reversing the tailwind management had anticipated just two months earlier, while the railroad sees opportunities to gain freight share from trucking and continue investing in service and capacity.
During a Morgan Stanley conference discussion, Norfolk Southern executives said fuel prices have continued to rise following the company’s second-quarter call in late July. Based on the fuel curve available the prior week, management said elevated prices are expected to persist for the remainder of the year.
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These 3 industrial stocks just got upgraded ahead of earningsThe company now estimates the change in fuel conditions represents roughly a 250-basis-point headwind to its operating ratio compared with expectations two months earlier. Norfolk Southern had expected sequential improvement from the second to third quarter that could be better than seasonal trends, but now expects third-quarter performance to be somewhat worse than seasonal patterns because of fuel.
Truck Costs Create Potential Share Opportunity Despite the fuel-related cost pressure, executives said high diesel prices are helping attract freight from highways to rail. The company said it is seeing freight conversion not only in intermodal, but also across merchandise markets where shipments can move by either truck or rail.
All Aboard! The Sell-Side Has Railroads In Reversal Examples cited included coiled steel, paper products, consumer goods and lumber. Ed Elkins, Norfolk Southern’s executive vice president and chief commercial officer, said high truck fuel costs are “pulling freight off the road,” noting that diesel prices in the area of the conference had reached approximately $8 per gallon.
Elkins said management is monitoring whether elevated fuel prices could eventually weaken consumer demand. While fuel expenses and fuel surcharges tend to work through over time, he said the more significant question is whether fuel costs begin to affect overall freight demand.
On demand trends, the company said it continues to see industrial growth, supported by manufacturing expansion and progress in its industrial-development project pipeline. Norfolk Southern also reported growth in domestic premium and non-premium intermodal demand. However, management said international intermodal volumes on the East Coast could face a temporary headwind due to an unusually large price differential between East Coast and West Coast port landings.
Elkins said domestic business accounts for about 65% to 70% of Norfolk Southern’s overall intermodal activity, with international traffic representing a minority and West Coast traffic a smaller portion of that international segment.
Service, Pricing and Productivity Remain Central The company said service quality is central to its ability to win freight and support pricing. Elkins said a reliable service product allows Norfolk Southern to demonstrate value to customers considering rail alternatives, while poor service makes those discussions difficult regardless of fuel prices.
Management said operating performance improved by mid- to late July after service issues during the second quarter. Elkins said on-time originations had risen 20% from second-quarter levels, while speed and train depth had improved despite sustained weekly volumes of roughly 140,000 to 145,000.
Norfolk Southern said it believes its network is positioned to handle additional freight, while it maintains staffing and locomotive resources in locations where demand is expected. The company said train-and-engine hiring requires a long lead time, prompting it to maintain a consistent hiring pipeline across 85 locations.
On productivity, management said it has generated more than $500 million in productivity-related cost reductions over the past two years and remains on track for an additional $150 million this year. Executives characterized the savings as structural rather than volume-dependent, citing locomotive modernization, fuel efficiency and terminal productivity as continuing opportunities.
Merger Review Moves Into Merits Phase Norfolk Southern said the Surface Transportation Board has accepted the pending merger application and moved the proceeding into its merits phase. Management said the next major milestones include stakeholder, Department of Justice and Department of Transportation comments from mid-November through early December; company responses in February; and a public hearing sometime after March. Final timing remains subject to the STB.
Elkins said the company has added customer protections in response to stakeholder feedback, including expanded Committed Gateway Pricing eligibility, unit-train additions, service alternatives and pricing measures. He said these provisions were designed to address customer concerns while preserving the transaction’s value proposition.
The company also cited an agreement with Canadian National providing additional access related to certain shipper facilities and interests transferred to CN. Elkins said Norfolk Southern would continue to consider agreements that help solve customer and rail-network issues.
Management said standalone execution remains its mandate while the regulatory process continues. Norfolk Southern expects to spend about $2 billion in capital expenditures this year on safety, resilience, growth and technology investments.
Looking further ahead, Elkins said autonomous trucking could reach some scale within the next 18 months, though he framed that as his personal view. He said the prospect reinforces the need for railroads to use technology and develop more compelling customer offerings. Norfolk Southern also highlighted its deployment of 11 digital train inspection portals, which capture approximately 1,000 images per railcar as trains pass through at track speed, as well as more than 1,000 locomotive modernizations.
About Norfolk Southern (NYSE:NSC)Norfolk Southern Corporation is a major freight railroad company serving the eastern United States. Through its railway network, the company transports raw materials, intermediate goods and finished products for industrial, agricultural, manufacturing and consumer markets. Its operations connect customers with domestic markets, major ports and other rail carriers.
The company transports a diverse range of commodities, including intermodal containers, coal, automotive products, agriculture and consumer goods, chemicals, metals, forest products and construction materials.
This instant news alert was generated by narrative science technology and financial data from MarketBeat in order to provide readers with the fastest reporting and unbiased coverage. Please send any questions or comments about this story to [email protected].
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Více než 500 zákazníků podpořilo plánovanou fúzi Union Pacific a Norfolk Southern, která má vytvořit první plynulou nákladní železniční síť napříč USA. Kombinace má přinést asi 3,5 miliardy USD ročních úspor.
Shippers Across U.S. Industries Cite Expanded Market Access, Stronger Supply Chains and New Growth Opportunities as the Combination's Key Benefits
, /PRNewswire/ -- More than 500 customers representing nearly every segment of the American freight economy have publicly supported the proposed Union Pacific (NYSE: UNP) and Norfolk Southern (NYSE: NSC) combination, with support continuing to grow through recent Surface Transportation Board (STB) filings. Twenty-three new shippers from industries including agriculture, energy, fertilizer, forest products, food and automotive cited the benefits of a single, integrated coast-to-coast rail network, including expanded market access, stronger supply chains, improved reliability and new opportunities for growth.
Recent filings included more than 150 new letters from customers, first responder organizations, community leaders and elected officials. Combined with the more than 2,000 statements submitted with the railroads' amended application, the filings underscore the broad and growing coalition supporting the proposed transaction.
"Customers are evaluating this transaction through the lens of what matters most to their businesses: service, reliability and growth. The broad support we're seeing reflects a shared belief that a seamless transcontinental network will create meaningful value for customers," said Kenny Rocker, executive vice president-Marketing and Sales at Union Pacific. "These businesses know their markets, understand their supply chains and recognize the opportunities that come with a single, integrated network. Their support reflects confidence in a stronger future for freight rail."
For more information on the benefits of the Union Pacific-Norfolk Southern merger, visit AmericasGreatConnection.com.
Expanding Market Access and Creating New Growth Opportunities
"By enabling single-line access to additional markets, and expanding market opportunities for bioethanol and DDGS, the proposed transaction has the potential to support rural economic growth, enhance the competitiveness of American agriculture and renewable fuels, and lower prices to end consumers if orchestrated well."
Ben Sweat, COO, POET Biofuels
"With a single railroad handling movements end-to-end, CFS would be better positioned to respond quickly to changing agriculture market conditions, better positioning CFS to capture opportunities created by supply and demand shifts."
KC Graner, CEO, Central Farm Service
"With improved reach and service reliability, Independent Salt would be better positioned to develop new customer relationships and partnerships that are not currently viable under the existing rail network framework."
Matt Keener, Vice President, Independent Salt Company
"MnSP's perspective reflects the opportunity to better align U.S. soybean production and biodiesel supply with growing demand in the Northeast. A more seamless network would improve our ability to serve these markets while supporting U.S. soybean farmers and biodiesel producers."
Jeramie L. Weller, General Manager, Minnesota Soybean Processors
"RoyOMartin believes the proposed combination provides several important benefits… Enhanced Market Responsiveness: With end-to-end service managed by a single carrier, RoyOMartin would be better positioned to respond quickly to shifts in demand across housing and industrial markets…Expanded Market Reach: A seamless transcontinental network could improve access to new destinations and customer markets, supporting continued growth and diversification of our shipping lanes."
Cade Young, Executive Vice President Land, Timber & Supply Chain, RoyOMartin
Strengthening Competition and Helping Customers Grow
"This combination would give Hub a more compelling platform to grow with existing customers, pursue new business, and shift more freight from congested highways to rail…. Hub Group believes the proposed combination will make rail a more competitive growth solution for shippers across North America, and we are pleased to support it."
Phillip D. Yeager, President & Vice Chairman, Hub Group
"Our intermodal operations complement this foundation, and this transaction enhances the value proposition of our intermodal offering to customers. With extensive trucking and intermodal operations, we are well-positioned to leverage a unified rail network to provide enhanced coast-to-coast service that integrates the strengths of both modes. We believe this combination will strengthen the resilience of the U.S. freight network and improve overall supply chain efficiency."
Adam Miller, CEO, Knight-Swift Transportation Holdings Inc.
"To remain competitive and keep prices low for customers, we must strengthen U.S. rail competition. This merger will help ensure shippers have access to reliable service and competitive rates while also supporting domestic investment and job creation."
Bill Johnson, President, Johnson Timber
Improving Reliability and Simplifying Supply Chains
"A single transcontinental railroad would carry Union Pacific's customer experience across the whole country and simplify how we bid and operate by giving us: A single sales representative and point of contact…One waybill for a shipment from origin to destination…One tracing and visibility system…Far less complexity when we do business in Eastern markets."
Raymond Clay, Terminal Manager, Cody Group Inc
"When the temperature drops, our customers do not have the luxury of waiting, and neither do we. A rail network that moves propane reliably from coast to coast, on one railroad and through one point of contact, would make Ferrellgas a stronger and more responsive supplier to the homes and essential facilities that count on us."
Chelsea Deeney, Sr. Rail Analyst, Ferrellgas
"Every interchange adds transit time, introduces dwell, and increases the risk of delay. For a product with a heat-and-time-constrained shelf life like Superphosphoric Acid (SPA), those added hours are not just a cost issue, they can be the difference between a successful delivery and a car that cannot be unloaded. A seamless, coast-to-coast single line rail network would reduce many of these barriers and meaningfully expand the geography in which Itafos can responsibly sell SPA."
David Delaney, CEO, Itafos
Transaction Details
Union Pacific and Norfolk Southern are confident that their proposed merger satisfies the Surface Transportation Board's (STB) requirements and serves the public interest. By creating America's first seamless, coast-to-coast freight rail network, the combined railroad is expected to generate approximately $3.5 billion in annual savings, which will likely be passed on to consumers, and shift an estimated 2.1 million truckloads from highways to rail each year.
The transaction remains subject to STB review and approval and will continue to be subject to STB oversight following closing. The two companies expect the transaction to be completed in the third or fourth quarter of 2027.
About Union Pacific
Union Pacific (NYSE: UNP) delivers the goods families and businesses use every day with safe, reliable, and efficient service. Operating in 23 western states, the company connects its customers and communities to the global economy. Trains are the most environmentally responsible way to move freight, helping Union Pacific protect future generations. More information about Union Pacific is available at www.up.com.
About Norfolk Southern
Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a 22-state freight transportation network. Committed to furthering sustainability, Norfolk Southern helps its customers avoid approximately 15 million tons of yearly carbon emissions by shipping via rail. Its dedicated team members deliver approximately 7 million carloads annually, from agriculture to consumer goods. Norfolk Southern also has the most extensive intermodal network in the eastern U.S. It 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. Learn more by visiting www.NorfolkSouthern.com
Union Pacific uvedl, že jeho sloučení s Norfolk Southern vstoupilo do věcné fáze federálního přezkumu a může být uzavřeno ve 3. nebo 4. čtvrtletí 2027. Firma dál čeká 1,8 miliardy USD ročních čistých synergií z příjmů a 1 miliardu USD ročních nákladových synergií.
Buffett Spent 60 Years Ignoring Tech and the Bill Is Coming DueUnion Pacific NYSE: UNP executives said the company is moving into the merits phase of federal review for its proposed merger with Norfolk Southern, expressing confidence that the transaction will satisfy Surface Transportation Board requirements and create customer, safety and financial benefits.
Speaking at a Bernstein fireside chat, Chief Executive Officer Jim Vena said the STB accepted the company’s application and confirmed that the statutory 12-month review clock began when the application was accepted on May 28, 2026. While Vena said Union Pacific would have preferred a faster initial process, he said the company does not view the extended pre-acceptance period as a meaningful signal about the eventual outcome.
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AI Broke the Trucks: 3 Transports to Buy After the AI Panic“We are in the merits review,” Vena said. “The conversation will be focused on data and facts.” He said parties seeking to participate in the proceeding face upcoming filing deadlines, including a November 18 deadline for competing railroads and stakeholders to support their positions with details.
Merger benefits and customer protections Union Pacific said its application projects that the combination would remove 2.1 million truckloads annually from highways, reduce congestion, improve driver safety and generate $3.5 billion in annual shipper savings. The company also said a coast-to-coast single-line railroad would provide faster, more reliable service and introduce new intermodal and manifest products.
2026 Sector Playbook: 3 Sectors Trading Below Fair ValueVena argued that eliminating handoffs between railroads would reduce transit delays, improve equipment utilization and allow the combined company to build freight blocks that travel closer to their final destinations without repeated handling. He said intermodal transfers can add hours of delay compared with crew changes on a single railroad, while carload freight could avoid 24 to 48 hours of handling time in some cases.
The company has also offered a series of commitments designed to address competitive concerns, including expanded Committed Gateway Pricing, protections for certain shippers with limited Class I rail options, additional service-level protections and access to a new rate-relief process. Vena said gateways would remain open, allowing customers to choose routing options involving other carriers.
“The railroad benefit is for us to have a single line haul is we don’t have to hand off,” Vena said. “You change the whole paradigm of what your fixed costs are.”
Chief Financial Officer Jennifer Hamann said the company believes the transaction would create opportunities for customers to access additional markets, including ports and destinations that may be less efficient to reach through current interchange arrangements. She also said faster rail service could improve customers’ freight-car turns and reduce their asset costs.
Financial targets maintained Hamann said Union Pacific continues to expect approximately $1.8 billion in annual net revenue synergies and $1 billion in annual cost synergies from the proposed combination. The estimates have remained consistent despite adjustments made during the company’s late-July filing process, she said.
The company expects to resume share repurchases in the second year following the merger’s closing, return to its leverage targets and maintain strong investment-grade credit ratings. Hamann said the company expects to generate roughly $11.8 billion of cash by the third year after closing.
Based on the STB’s schedule, Union Pacific expects a possible closing in the third or fourth quarter of 2027, Hamann said. She added that having a formal review timetable allows the company to further develop its integration planning.
Canadian National agreement and competitive response Vena also discussed Union Pacific’s agreements with Canadian National, which were announced in late July. He said the arrangements address competitive concentration concerns related to the St. Louis-to-Kansas City route that Union Pacific would acquire through Norfolk Southern, while providing Canadian National access to Kansas City.
The agreement also gives Union Pacific access to Canadian National’s route around Chicago through the Elgin, Joliet & Eastern Railway. Vena said the arrangement could improve network efficiency and create new single-line service opportunities between Canada and Mexico, increasing competition with Canadian Pacific Kansas City.
Vena said Union Pacific remains open to discussions with other railroads but has not identified other parties willing to negotiate comparable agreements. He rejected arguments that partnerships alone could reliably deliver the same benefits as a merger, citing operational disputes involving train lengths, locomotive availability and capital investment priorities.
Addressing objections from shipper associations and rival railroads, Hamann said the company has not heard an argument that it views as a substantial threat to its case. She said Union Pacific’s analysis continues to support its conclusion that the merger serves the public interest through truck-to-rail conversion, consumer savings, safety improvements and expanded single-line service.
Vena added that a more integrated railroad network could also support broader U.S. transportation and national-security needs by moving critical freight more seamlessly across the country.
About Union Pacific (NYSE:UNP)Union Pacific Corporation NYSE: UNP is one of the largest freight railroad companies in the United States. Its principal operating subsidiary, Union Pacific Railroad, has roots that trace back to the Pacific Railway Act of 1862 and the construction of the first transcontinental rail link completed in 1869. The company is headquartered in Omaha, Nebraska, and operates as a holding company for rail transportation and related services.
Union Pacific's core business is the movement of freight by rail across an extensive rail network serving the western two‑thirds of the United States.
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Norfolk Southern má silnou rozvahu a odkupuje akcie, ale dál ji brzdí slabé přepravní tržby, problémy s železniční sítí a slabý trh s uhlím. Akcie letos přidaly 20,1 %, za odvětvím však zaostávají.
Key Takeaways NSC supports shareholders through dividends and buybacks while maintaining a low debt profile. NSC is hurt by weak freight revenues, rail network issues, coal market weakness and share price volatility.NSC shares have gained so far this year, but underperform its industry and peers like CP and CNI. Norfolk Southern Corporation (NSC - Free Report) is currently mired in multiple tailwinds, which, we believe, have made it an impressive investment option. The positive sentiment surrounding Norfolk Southern stock is evident from the fact that the Zacks Consensus Estimate for the third quarter of 2026 and the fourth quarter of 2026 earnings has been revised upward in the past 60 days. The consensus mark for 2026 and 2027 earnings has also been projected upward in the past 60 days.
The favorable estimate revisions indicate brokers’ lack of confidence in the stock.
Image Source: Zacks Investment Research
Given this backdrop, the question now arises whether it is worth buying, holding, or selling the Norfolk Southern stock at current prices. Let us delve deeper to find out.
Factors Working in Favor of NSC StockE-commerce growth is a tailwind for Norfolk Southern. E-commerce demand strength should continue to support growth of railroads like Norfolk Southern. NSC’s AccessNS, an e-commerce tool, gives customers an efficient and convenient one-stop digital platform to conduct business with the railroad operator.
Further, Norfolk Southern’s focus on utilizing the Precision Scheduled Railroading (PSR) operating plan to reduce costs and enhance services for optimal asset utilization is commendable.
NSC’s longer-term operating agenda includes lowering emissions and raising fuel efficiency, which can support competitiveness with shippers focused on supply chain emissions. The company is targeting a 42% reduction in greenhouse gas emissions by 2034 and expects locomotive fuel efficiency to improve by 13% by 2027. NSC also launched RailGreen to help customers reduce emissions from freight rail shipments, supported by verified certificates for supply chain emissions reduction.
Norfolk Southern’s solid balance sheet increases financial flexibility. The company ended second-quarter 2026 with cash and cash equivalents of $1.06 billion, higher than the current debt level of $649 million. This implies that the company has sufficient cash to meet its current debt obligations. Further, NSC’s long-term debt has declined to $15.9 billion at the end of the second quarter of 2026 from $16.4 billion at the end of second-quarter 2025.
A strong balance sheet enables the company to reward shareholders with dividends and share repurchases. As a reflection of its shareholder-friendly stance, during 2025, the company paid dividends worth $1.21 billion and repurchased and retired common stock worth $534 million. During the first six months of 2026, the company paid dividends worth $606 million and repurchased and retired common stock worth $5 million. Norfolk Southern's strong free cash flow-generating ability supports its shareholder-friendly activities. Such shareholder-friendly moves indicate the company’s commitment to creating value for shareholders and underline its confidence in its business.
Headwinds Weighing on Norfolk Southern StockMacroeconomic concerns are leading to a tough freight environment. Risks associated with an economic slowdown, geopolitical tensions and tariff-induced economic uncertainty do not bode well for railroad stocks like NSC. As things stand now, consumer spending and business investments remain low, and production levels have decreased in response to reduced demand, affecting demand for goods transportation and resulting in a freight recession (The Cass Freight Shipments Index, which declined 4.4% year over year in April 2026, 4.5% year over year in March 2026, 7.2% year over year in February 2026 and 7.1% in January 2026, deteriorated in each of the 12 months in 2025 and led to sub-par freight rates).
Rail network issues due to headwinds like locomotive or crew/labor shortages and other service disruptions represent a major challenge for NSC. Network issues or supply chain constraints are likely to adversely impact service levels, in turn hurting operating efficiency or volume of shipments. High labor costs and operating expenses are hurting the bottom line as well.
Coal market weakness is another headwind for NSC. The coal business remains subject to secular pressures from greener alternatives, which is leading to the planned retirement of coal units. The weak coal market has resulted in below-par coal revenues. Coal revenues fell 8% year over year to $1.48 billion in 2025. Coal revenues per unit declined 9% year over year in 2025. During first-quarter 2026, coal revenues fell 2% year over year while coal revenues per unit declined 9% year over year.
Stock prices of railroad companies like NSC are notoriously volatile. This is mainly because the health of the company is tied to the economy, which is undergoing a turbulent phase. As such, shares of NSC may not be suitable for investors who are not comfortable with often substantial day-to-day volatility.
Unattractive Valuation Picture for NSC StockNorfolk Southern looks expensive from a valuation standpoint. Considering the forward 12-month price-to-sales ratio (P/E-F12M), NSC is trading at a premium compared to the industry.
The stock has a forward 12-month P/E-F12M of 25.88X compared with 22.86X for the industry over the past five years. The company’s forward 12-month P/E-F12M ratio is also above the median level of 18.71X over the past five years. These factors indicate that the stock’s valuation is unattractive. NSC has a Value Score of D.
NSC P/E Ratio (Forward 12 Months) Vs. Industry Image Source: Zacks Investment Research
NSC Stock’s Price PerformanceShares of Norfolk Southern stock have gained 20.1% so far this year, underperforming the Zacks Transportation - Rail industry’s 30.1% surge, as well as that of other industry players, Canadian Pacific Kansas City Limited (CP - Free Report) and Canadian National Railway Company (CNI - Free Report) ), within the same time frame.
NSC Stock’s YTD Price Comparison Image Source: Zacks Investment Research
Time to Retain Norfolk Southern StockIt is understood that NSC stock is currently unattractively valued. Risks associated with an economic slowdown, geopolitical tensions and tariff-induced economic uncertainty do not bode well for railroad stocks like NSC. Rail network issues due to headwinds like locomotive or crew/labor shortages and other service disruptions continue to bother NSC. Weakness pertaining to freight revenues and volumes does not bode well for NSC. Coal market weakness and share price volatility are also causes for worry.
Despite the headwinds, we advise investors not to sell NSC stock now due to its environmentally-friendly approach of reducing greenhouse gas emissions and focus on utilizing the PSR operating plan to reduce costs and enhance services for optimal asset utilization. NSC’s solid balance sheet allows it to reward shareholders through dividends and share buybacks. Such shareholder-friendly moves boost investor confidence and positively impact the company's bottom line.
Considering all the aforesaid factors, we advise investors to wait for a better entry point. For those who already own the stock, it will be prudent to stay invested. The company’s current Zacks Rank #3 (Hold) justifies our analysis. You can see the complete list of today’s Zacks #1 Rank (Strong Buy) stocks here.
The U.S. Surface Transportation Board on Tuesday said it has resumed consideration of Union Pacific's (UNP.N) proposed merger with Norfolk Southern (NSC.N), while stressing that the move does not signal approval of the $85-billion deal.
The board removed the proceeding from abeyance after determining that supplemental information submitted by the railroads was sufficient to resume the review process.
The deal, announced in July last year, would create the first coast-to-coast freight railroad in the United States.
The decision lays out a timeline for public comments on the proposed merger, giving stakeholders and regulators time to review its potential impact.
STB's decision also directs the companies to refile, within 10 days, any workpapers that had been filtered or screened, allowing the board to review the full dataset.
The board denied the companies' request for an expedited proceeding related to their proposed divestiture of control of the Terminal Railroad Association of St. Louis, and said unfiltered workpapers must be filed by August 28.
Norfolk Southern oznámila za 2Q upravený EPS 3,52 USD, což je o 9 % nad odhadem, a tržby dosáhly rekordu 3,47 miliardy USD. Odhady celoročního zisku za čtyři týdny vzrostly o 3,9 %.
Key Takeaways Norfolk Southern posted Q2 adjusted EPS of $3.52, beating estimates by 9% as railway revenue hit a record.NSC saw full-year earnings estimates rise over four weeks after stronger revenue and operating execution.Norfolk Southern generated $1.40B operating cash flow in H1 while reducing debt and maintaining its dividend. Norfolk Southern Corporation (NSC - Free Report) has a stronger near-term setup after a solid second-quarter earnings beat, record railway operating revenues and positive estimate revisions. The stock also offers meaningful price-target upside from the reported share price.
The trade-off is valuation. Investors are being asked to pay a premium multiple while cost inflation, service execution and merger-related uncertainty remain important risks.
NSC’s Earnings Beat Supports the Bull CaseNorfolk Southern reported adjusted second-quarter 2026 earnings of $3.52 per share, up 7% year over year. The result was 9% above the Zacks Consensus Estimate of $3.23.
Railway operating revenues rose 11% year over year to a record $3.47 billion, topping the consensus mark by 4.4%. The gain reflected 4% volume growth, stronger revenue per unit and higher fuel surcharges.
Norfolk Southern’s Estimates Are Moving HigherEstimate momentum adds support to the near-term bull case. The full-year earnings estimate has increased 3.9% over the past four weeks, while the report also shows positive changes across one-week, four-week and 12-week estimate-revision periods.
That matters because rising estimates often reinforce favorable short-term sentiment. For NSC, the revisions suggest analysts are giving more credit to revenue improvement and operating execution after the stronger-than-expected quarter.
NSC Trades at a Premium ValuationNSC trades at 25.17X forward 12-month earnings. That is above 21.77X for the Zacks rail sub-industry, 13.6X for the broader transportation sector and 21.57X for the S&P 500.
The premium is not only relative. Norfolk Southern’s five-year forward P/E range runs from 14.03X to 25.2X, with a median of 18.71X, putting the current multiple near the top of its own historical range.
Norfolk Southern Offers Measured Target UpsideNorfolk Southern’s $383 price target compares with a reported share price of $335.74. That implies meaningful appreciation potential from that level.
Still, the upside is not without a cost. Investors are paying a high multiple for projected 2026 EPS of $12.60 versus $12.49 in 2025, suggesting relatively modest near-term earnings growth despite stronger revenue momentum.
NSC’s Cash Flow Supports Core PrioritiesNorfolk Southern generated $1.40 billion of operating cash flow in the first half of 2026. The company ended June with $1.07 billion in cash and cash equivalents, while total debt declined to $16.62 billion from $17.09 billion at year-end 2025.
Shareholder returns remain anchored by the dividend. Norfolk Southern announced a quarterly dividend of $1.35 per share, and the company has paid dividends for 176 consecutive quarters since its formation in 1982. Buybacks, however, remain suspended following the Union Pacific (UNP - Free Report) merger agreement.
Norfolk Southern’s Scores Favor MomentumThe bottom line: NSC’s earnings beat, estimate revisions and price-target upside support investor interest, especially for those focused on momentum. Record revenues and improved demand trends strengthen the near-term story.
The stock carries a Zacks Rank #2 (Buy), and its Momentum Score of A supports the near-term case. You can see the complete list of today’s Zacks #1 Rank (Strong Buy) stocks here.
However, the Value Score of F, Growth Score of D and VGM Score of D show that NSC looks more suitable for momentum-oriented investors than for value or growth-focused buyers.
Bank of Nova Scotia lifted its position in Norfolk Southern Corporation (NYSE:NSC – Free Report) by 73.3% in the 1st quarter, according to the company in its most recent 13F filing with the Securities and Exchange Commission (SEC). The institutional investor owned 588,472 shares of the railroad operator’s stock after acquiring an additional 248,965 shares during the quarter. Bank of Nova Scotia owned approximately 0.26% of Norfolk Southern worth $168,891,000 at the end of the most recent reporting period.
A number of other large investors also recently made changes to their positions in NSC. JPL Wealth Management LLC purchased a new stake in Norfolk Southern in the 3rd quarter valued at about $25,000. Meeder Asset Management Inc. lifted its position in shares of Norfolk Southern by 239.3% during the 4th quarter. Meeder Asset Management Inc. now owns 95 shares of the railroad operator’s stock worth $27,000 after buying an additional 67 shares in the last quarter. BNP Paribas purchased a new position in shares of Norfolk Southern in the 2nd quarter worth approximately $26,000. Financial Life Planners purchased a new position in shares of Norfolk Southern in the 1st quarter worth approximately $33,000. Finally, Bayban bought a new position in shares of Norfolk Southern in the fourth quarter valued at approximately $34,000. 75.10% of the stock is owned by institutional investors.
Norfolk Southern Stock Performance NYSE:NSC opened at $347.70 on Friday. The company has a debt-to-equity ratio of 1.04, a current ratio of 0.91 and a quick ratio of 0.81. The business has a fifty day simple moving average of $316.67 and a two-hundred day simple moving average of $305.84. Norfolk Southern Corporation has a 1 year low of $268.23 and a 1 year high of $358.60. The company has a market capitalization of $78.09 billion, a P/E ratio of 29.29, a P/E/G ratio of 6.05 and a beta of 1.27.
Norfolk Southern (NYSE:NSC – Get Free Report) last issued its quarterly earnings results on Thursday, July 23rd. The railroad operator reported $3.52 EPS for the quarter, beating analysts’ consensus estimates of $3.32 by $0.20. The firm had revenue of $3.46 billion for the quarter, compared to analysts’ expectations of $3.38 billion. Norfolk Southern had a return on equity of 18.30% and a net margin of 21.91%.The business’s revenue for the quarter was up 12.5% compared to the same quarter last year. During the same quarter in the prior year, the firm earned $3.29 EPS. On average, analysts expect that Norfolk Southern Corporation will post 12.24 earnings per share for the current year.
Norfolk Southern Announces Dividend The company also recently disclosed a quarterly dividend, which will be paid on Thursday, August 20th. Investors of record on Friday, August 7th will be paid a $1.35 dividend. This represents a $5.40 dividend on an annualized basis and a yield of 1.6%. The ex-dividend date is Friday, August 7th. Norfolk Southern’s payout ratio is currently 45.49%.
Wall Street Analyst Weigh In A number of analysts recently commented on NSC shares. Sanford C. Bernstein decreased their price target on Norfolk Southern from $322.00 to $313.00 and set an “outperform” rating for the company in a research report on Tuesday, March 31st. Wells Fargo & Company boosted their price objective on Norfolk Southern from $350.00 to $365.00 and gave the stock an “overweight” rating in a research report on Wednesday, July 8th. UBS Group set a $327.00 price objective on Norfolk Southern in a research note on Thursday, May 7th. Weiss Ratings cut Norfolk Southern from a “buy (b-)” rating to a “hold (c+)” rating in a research note on Monday, April 27th. Finally, Jefferies Financial Group cut their price target on shares of Norfolk Southern from $350.00 to $310.00 and set a “hold” rating on the stock in a report on Monday, April 6th. Six analysts have rated the stock with a Buy rating and seventeen have assigned a Hold rating to the company’s stock. According to data from MarketBeat.com, Norfolk Southern has a consensus rating of “Hold” and a consensus price target of $331.29.
Read Our Latest Analysis on Norfolk Southern
Key Norfolk Southern News Here are the key news stories impacting Norfolk Southern this week:
Positive Sentiment: Norfolk Southern reported second-quarter adjusted earnings of $3.52 per share, topping estimates, while revenue rose to a record roughly $3.5 billion and increased 12.5% year over year. Article: Norfolk Southern (NSC) Q2 Earnings and Revenues Top Estimates Positive Sentiment: Management pointed to stronger freight demand, higher fuel surcharges, volume growth, and intermodal gains as key drivers of the quarter, which helped boost investor confidence in operating momentum. Article: Norfolk Southern rides freight demand, fuel surcharges to quarterly profit beat Positive Sentiment: The company said it achieved record quarterly revenue, and several outlets noted the stock rose as the revenue surge and earnings beat outweighed margin compression. Article: Norfolk Southern Stock Rises as Revenue Surge Offsets Margin Compression Neutral Sentiment: Norfolk Southern also announced a quarterly dividend of $1.35 per share, reinforcing shareholder returns but not changing the main earnings-driven stock move. Article: Norfolk Southern earnings report and conference call Norfolk Southern Profile (Free Report)
Norfolk Southern Corporation is a major U.S. freight railroad company that provides rail transportation and related logistics services. As a Class I carrier, the company operates an extensive network across the eastern United States and offers scheduled freight service for a broad range of industries. Its core operations include long-haul and regional rail freight transportation, intermodal services that move containers and trailers between rail and other modes, and terminal and switching services that support efficient rail shipments for industrial and port customers.
The company transports a variety of commodities, serving sectors such as coal and energy, automotive and automotive parts, chemicals, agriculture, metals and construction materials, and consumer goods.
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Norfolk Southern Corporation (NSC) Q2 2026 Earnings Call July 23, 2026 10:00 AM EDT
Company Participants
Luke Nichols - Senior Director of Investor Relations
Mark George - President, CEO & Director
Brian Barr - Chief Operating Officer
Ed Elkins - Executive VP & Chief Commercial Officer
Jason Zampi - Executive VP & CFO
Conference Call Participants
Christian Wetherbee - Wells Fargo Securities, LLC, Research Division
Scott Group - Wolfe Research, LLC
Brian Ossenbeck - JPMorgan Chase & Co, Research Division
Jason Seidl - TD Cowen, Research Division
Jonathan Chappell - Evercore ISI Institutional Equities, Research Division
David Vernon - Bernstein Institutional Services LLC, Research Division
Madison Pasterchick - Morgan Stanley, Research Division
Stephanie Benjamin Moore - Jefferies LLC, Research Division
Bascome Majors - Stephens Inc., Research Division
Richa Talwar - Deutsche Bank AG, Research Division
Eric Morgan - Barclays Bank PLC, Research Division
Ariel Rosa - Citigroup Inc., Research Division
Presentation
Operator
Good morning, ladies and gentlemen, and welcome to the Norfolk Southern Corporation Q2 2026 Earnings Conference Call. [Operator Instructions] Also note that this call is being recorded on Thursday, July 23, 2026. And I would like to turn the conference over to Luke Nichols. Please go ahead, sir.
Luke Nichols
Senior Director of Investor Relations
Thank you, and good morning, everyone. Please note that during today's call, we will make certain forward-looking statements within the meaning of the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or future performance of Norfolk Southern Corporation, which are subject to risks and uncertainties and may differ materially from actual results.
Please refer to our annual and quarterly reports filed with the SEC for a full discussion of those risks and uncertainties we view as most important. Our presentation slides are available at norfolksouthern.com in the Investors Section along with a reconciliation of any non-GAAP measures
Norfolk Southern vykázala rekordní čtvrtletní tržby 3,5 miliardy USD, meziročně o 11 % více. Zisk z provozu ale klesl na 1,1 miliardy USD a zředěný EPS byl 3,26 USD.
, /PRNewswire/ -- Norfolk Southern Corporation (NYSE: NSC) announced Thursday its second quarter 2026 financial results. For the quarter, revenue was $3.5 billion, income from railway operations was $1.1 billion, operating ratio was 67.6%, and diluted earnings per share were $3.26.
Adjusting the results to exclude merger-related expenses, restructuring and other charges, and the effects of the Eastern Ohio incident, second quarter income from railway operations was $1.2 billion, the operating ratio was 65.5%, and diluted earnings per share were $3.52.
"Norfolk Southern delivered a strong second quarter, exceeding our expectations as demand improved across key markets," said Mark George, President and Chief Executive Officer. "Our team adapted to a dynamic operating environment with focus and an unwavering commitment to safety. The progress we achieved reflects the dedication of our railroaders and the strength of our franchise."
George added, "As we look to the second half of the year, our priorities remain clear: operating a safe, reliable railroad, providing high-quality, consistent service for our customers, and executing with discipline to capitalize on emerging opportunities. With encouraging demand trends, we are well positioned to create value for our customers, shareholders, and the communities we serve."
Second Quarter Summary
Railway operating revenues of $3.5 billion were an all-time quarterly record, up $355 million, or 11% compared to the second quarter 2025, on a volume increase of 4% year-over-year, and higher fuel surcharges representing six points of the revenue growth. Income from railway operations was $1.1 billion, a decrease of $51 million, or 4%, compared to second quarter 2025. Adjusting for the effects of merger-related expenses in 2026 and restructuring and other charges and the Eastern Ohio incident in both years, income from railway operations was $1.2 billion, an increase of $58 million, or 5%, compared to adjusted second quarter 2025. Operating ratio in the quarter was 67.6% compared to 62.2% in second quarter 2025. Adjusting for the effects of merger-related expenses in 2026 and restructuring and other charges and the Eastern Ohio incident in both years, the operating ratio for second quarter 2026 was 65.5%, 210 basis points higher than adjusted second quarter 2025. Higher fuel expense and the corresponding growth in fuel surcharge revenues translated to 110 basis points of headwind to the operating ratio on a year-over-year basis. Diluted earnings per share were $3.26, down $0.15, or 4%, compared to second quarter 2025. Adjusting for the effects of merger-related expenses in 2026 and restructuring and other charges and the Eastern Ohio incident in both years, diluted earnings per share were $3.52, up $0.23, or 7%, compared to adjusted second quarter 2025. About Norfolk Southern
Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a 22-state freight transportation network. Committed to furthering sustainability, Norfolk Southern helps its customers avoid approximately 15 million tons of yearly carbon emissions by shipping via rail. Its dedicated team members deliver approximately 7 million carloads annually, from agriculture to consumer goods. Norfolk Southern also has the most extensive intermodal network in the eastern U.S. It 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. Learn more by visiting www.NorfolkSouthern.com.
Cautionary Statement on Forward-Looking Statements
Certain statements in this press release are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or our achievements or those of our industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like "may," "will," "could," "would," "should," "expect," "anticipate," "believe," "project," or other comparable terminology. While the Company has based these forward-looking statements on those expectations, assumptions, estimates, beliefs, and projections it views as reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's control, including but not limited to: (i) changes in domestic or international economic, political or business conditions, including those impacting the transportation industry; (ii) the Company's ability to successfully implement its operational, productivity, and strategic initiatives; (iii) a significant adverse event on our network, including but not limited to a mainline accident, discharge of hazardous material, or climate-related or other network outage; (iv) the outcome of claims, litigation, governmental proceedings, and investigations involving the Company, including those with respect to the Eastern Ohio incident; (v) new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident; (vi) a significant cybersecurity incident or other disruption to our technology infrastructure; and (vii) those pertaining to the Merger. These and other important factors, including those discussed under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 9, 2026, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Non-GAAP Financial Measures
Information included within this press release contains non-GAAP financial measures, including adjusted income from railway operations, adjusted operating ratio, and adjusted diluted earnings per share. Non-GAAP financial measures should be considered in addition to, not as a substitute for, the financial measures reported in accordance with U.S. generally accepted accounting principles (GAAP).
Our non-GAAP financial results for the second quarters of 2026 and 2025 exclude restructuring and other charges and the effects from the Eastern Ohio Incident (the Incident). Our non-GAAP financial results for the second quarter of 2026 also exclude merger-related expenses. The following tables adjust our GAAP financial results for the second quarters of 2026 and 2025 to exclude the effects of those items. The income tax effects of the non-GAAP adjustments were calculated based on the applicable tax rates to which the non-GAAP adjustments related. We use these non-GAAP financial measures internally and believe this information provides useful supplemental information to investors to facilitate making period-to-period comparisons by excluding these costs. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant to be considered in isolation from, or as a substitute for, the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similar measures presented by other companies. Information about the adjustments that are not currently available to us could have a potentially unpredictable and significant impact on future GAAP results. Further information about the Company's non-GAAP measures are available on our website at www.norfolksouthern.com on the Investors page under Events and Presentations.
($ in millions, except per share amounts)
Second
Quarter 2026
Income from railway operations
$
1,124
Merger-related expenses, restructuring
and other charges, and effect of the
Incident
72
Adjusted income from railway operations
$
1,196
Operating ratio
67.6 %
Merger-related expenses, restructuring
and other charges, and effect of the
Incident
(2.1 %)
Adjusted operating ratio
65.5 %
Diluted earnings per share
$
3.26
Merger-related expenses, restructuring
and other charges, and effect of the
Incident
0.26
Adjusted diluted earnings per share
$
3.52
($ in millions, except per share amounts)
Second
Quarter 2025
Income from railway operations
$
1,175
Restructuring and other charges and
effect of the Incident
(37)
Adjusted income from railway operations
$
1,138
Operating ratio
62.2 %
Restructuring and other charges and
effect of the Incident
1.2 %
Adjusted operating ratio
63.4 %
Diluted earnings per share
$
3.41
Restructuring and other charges and
effect of the Incident
Norfolk Southern překonala odhady zisku za 2. čtvrtletí díky silnější poptávce po nákladní dopravě a vyšším palivovým příplatkům. Upravený zisk činil 3,52 USD na akcii.
Norfolk Southern logo is seen in this illustration taken August 5, 2025. REUTERS/Dado Ruvic/Illustration Purchase Licensing Rights, opens new tab
July 23 (Reuters) - Norfolk Southern (NSC.N), opens new tab beat Wall Street expectations for second-quarter adjusted profit on Thursday, as stronger freight demand and increased fuel surcharges billed to customers helped counter fuel-cost pressures.
Fuel costs have remained a headwind for transportation companies, though railroads have partly offset the pressure by passing costs to shippers via fuel surcharges, operational efficiencies and steady intermodal demand.
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U.S. gasoline prices topped $4 a gallon in March for the first time in more than three years and have remained near that level, keeping pressure on fuel-intensive industries.
Atlanta, Georgia-based Norfolk reported an adjusted profit of $3.52 per share, compared with $3.29 per share a year earlier. Analysts expected an adjusted profit of $3.31 per share, according to data compiled by LSEG.
The company's railway operating income for the second quarter rose 11% to $3.5 billion from a year earlier.
On an adjusted basis, the company's operating ratio - a key measure of efficiency - was 65.5% for the quarter, deteriorating by 210 basis points from a year earlier.
Union Pacific outperforms peers since FebruaryReporting by Apratim Sarkar in Bengaluru; Editing by Vijay Kishore
Our Standards: The Thomson Reuters Trust Principles., opens new tab
Resources Investor Relations Journalists Agencies Client Login Send a Release News Products Contact , /PRNewswire/ -- Norfolk Southern Corporation (NYSE: NSC) announced today a quarterly dividend of $1.35 per share on its common stock.
The dividend is payable August 20, 2026, to shareholders of record on August 7, 2026.
The company has paid a dividend on its common stock for 176 consecutive quarters since its formation in 1982.
About Norfolk Southern
Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a 22-state freight transportation network. Committed to furthering sustainability, Norfolk Southern helps its customers avoid approximately 15 million tons of yearly carbon emissions by shipping via rail. Its dedicated team members deliver approximately 7 million carloads annually, from agriculture to consumer goods. Norfolk Southern also has the most extensive intermodal network in the eastern U.S. It 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. Learn more by visiting www.NorfolkSouthern.com.
Key Takeaways Norfolk Southern will report Q2 results July 23, with earnings estimated at $3.23 per share. Intermodal revenues are expected to rise 5.7%, aided by freight demand and e-commerce volumes. Cost cuts and Precision Scheduled Railroading may support efficiency as revenues are seen falling 6.7%. Norfolk Southern Corporation (NSC - Free Report) is scheduled to report second-quarter 2026 results on July 23, before market open.
The Zacks Consensus Estimate for NSC’s second-quarter 2026 earnings has been revised upward by 3.53% over the past 60 days to $3.23 per share. The consensus mark for earnings implies a 1.8% decline from the year-ago actuals. The Zacks Consensus Estimate for NSC's second-quarter 2026 revenues is pegged at $3.32 billion, indicating a 6.7% fall year over year.
Norfolk Southern has an encouraging earnings surprise history. The company’s earnings outpaced the Zacks Consensus Estimate in each of the trailing four quarters, delivering an average beat of 6.45%.
Let’s see how things are likely to have shaped up for Norfolk Southern this earnings season.
Factors Likely to Have Influenced NSC’s Q2 PerformanceWe expect NSC’s performance in the to-be-reported quarter to have been bolstered by an uptick in freight market demand and robust cost-cutting initiatives.
The Zacks Consensus Estimate for the Railway operating revenues from the intermodal segment is anticipated to have increased 5.7% from the year ago actuals.
E-commerce demand is likely to have driven NSC's shipment volumes in the to-be-reported quarter, thereby boosting the company's top line. Additionally, service quality is expected to have improved through the company's Precision Scheduled Railroading operating plan, enabling more efficient utilization of assets.
What Our Model Says About NSCOur proven model predicts an earnings beat for Norfolk Southern this time. The combination of a positive Earnings ESP and a Zacks Rank #1 (Strong Buy), 2 (Buy) or 3 (Hold) increases the odds of an earnings beat. Which is not the case here.
NSC has an Earnings ESP of +0.21% and a Zacks Rank #3 at present. You can see the complete list of today’s Zacks #1 Rank stocks here.
Highlights of NSC’s Q1 ResultsNSC posted earnings (excluding 22 cents from non-recurring items) of $2.65 per share for the first quarter of 2026, topping the Zacks Consensus Estimate of $2.51. The adjusted figure was down 1.5% from $2.69 a year ago.
Railway operating revenues were $3.0 billion, edging past the Zacks Consensus Estimate of $2.99 billion and rising 0.2% year over year. The adjusted operating ratio (operating expenses as a % of revenues) in the quarter landed at 68.7%, as higher costs and fuel headwinds weighed on profitability. The year-ago value of the metric was 67.9%. A lower value of the metric is preferable.
Other Stocks to ConsiderHere are a few stocks from the broader Zacks Transportation sector that investors may consider, as our model shows that these have the right combination of elements to beat on earnings this reporting cycle.
CSX Corporation (CSX - Free Report) has an Earnings ESP of +1.31% and a Zacks Rank #2 at present. CSX is scheduled to report second-quarter 2026 results on July 22, after market close.
The Zacks Consensus Estimate for the second-quarter 2026 earnings has been revised upward by 6.38% over the past 60 days to 50 cents per share. The Zacks Consensus Estimate for revenues is pegged at $3.82 billion, indicating a 6.90% increase from the second-quarter 2025 actuals.
Schneider National (SNDR - Free Report) has an Earnings ESP of +1.50% and a Zacks Rank #2 at present. SNDR is scheduled to report second-quarter 2026 earnings on July 30.
The Zacks Consensus Estimate for second-quarter 2026 earnings has been remained flat at 22 cents over the past 60 days. SNDR’s earnings beat the Zacks Consensus Estimate in one of the preceding four quarters (missing the mark twice and met the mark once in the remaining three quarters). The average miss is 17.97%.
Union Pacific a Norfolk Southern podaly první část odpovědí STB k plánované fúzi. Tvrdí, že propojení sítí přinese transkontinentální službu a úspory pro dopravce ve výši 3,5 miliardy USD ročně.
OMAHA, Neb. & ATLANTA--(BUSINESS WIRE)--Union Pacific Corporation (NYSE: UNP) and Norfolk Southern Corporation (NYSE: NSC) today submitted the first portion of their responses to the Surface Transportation Board’s (STB) May 28, 2026, request for additional information to support their accepted merger application.
Today’s filing addresses the STB’s questions regarding Terminal Railroad Association of St. Louis (TRRA), Kansas City Terminal Railway (KCT) and TTX Company. These entities are jointly owned with other Class I railroads, operated by independent management teams and governed by non-discrimination policies. Union Pacific and Norfolk Southern do not control these companies today and remain firm in their commitment that they will not control them post-merger. The merger application and today’s supplemental filing provide the STB with options to implement this commitment, up to and including divestiture.
In particular, for the TRRA, the filing provides clear evidence that the other Class I railroads who are vocally opposing the merger are using the TRRA as a pawn in their efforts to stop or delay the merger. This includes failing to appear at a properly convened special meeting for the sole purpose of discussing ways to reduce Union Pacific’s ownership in TRRA post-merger. Only Union Pacific and Norfolk Southern board members attended the meeting called by TRRA’s corporate secretary, while members from BNSF, CSX and Canadian National did not show.
Connecting Union Pacific and Norfolk Southern’s end-to-end networks will finally give American shippers single-line transcontinental rail service, creating a stronger alternative to long-haul trucking, making the entire supply chain more competitive, and putting downward pressure on truck and rail prices. The opportunities opened by the merger for shifting freight from truck to rail are projected to save shippers an estimated $3.5 billion annually.
Union Pacific and Norfolk Southern have consistently welcomed rigorous regulatory review of the proposed merger, and today’s submission reflects that commitment. The responses to the STB’s other requests for additional information will follow by July 27, 2026.
The STB accepted as complete the Union Pacific-Norfolk Southern merger application on May 28, a positive step toward creating America’s first transcontinental railroad. The railroads are committed to working constructively with the STB toward a mid-2027 completion. For more information, visit AmericasGreatConnection.com.
About Union Pacific
Union Pacific (NYSE: UNP) delivers the goods families and businesses use every day with safe, reliable, and efficient service. Operating in 23 western states, the company connects its customers and communities to the global economy. Trains are the most environmentally responsible way to move freight, helping Union Pacific protect future generations. More information about Union Pacific is available at www.up.com.
About Norfolk Southern
Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a 22-state freight transportation network. Committed to furthering sustainability, Norfolk Southern helps its customers avoid approximately 15 million tons of yearly carbon emissions by shipping via rail. Its dedicated team members deliver approximately 7 million carloads annually, from agriculture to consumer goods. Norfolk Southern also has the most extensive intermodal network in the eastern U.S. It 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. Learn more by visiting www.NorfolkSouthern.com
Certain statements in this communication are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause Union Pacific’s, Norfolk Southern’s or the combined company’s actual results, levels of activity, performance, or achievements or those of the railroad industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “believe,” “project,” “estimate,” “intend,” “plan,” “pro forma,” or any variations or other comparable terminology.
While Union Pacific and Norfolk Southern have based these forward-looking statements on those expectations, assumptions, estimates, beliefs and projections they view as reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond Union Pacific’s, Norfolk Southern’s or the combined company’s control, including but not limited to, in addition to factors disclosed in Union Pacific’s and Norfolk Southern’s respective filings with the U.S. Securities and Exchange Commission (the “SEC”): the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Union Pacific and Norfolk Southern providing for the acquisition of Norfolk Southern by Union Pacific (the “Transaction”); the risk that potential legal proceedings may be instituted against Union Pacific or Norfolk Southern and result in significant costs of defense, indemnification or liability; the possibility that the Transaction does not close when expected or at all because required Surface Transportation Board or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth from the Transaction, or that such benefits may take longer to realize or be more costly to achieve than expected, including as a result of changes in, or problems arising from, general economic and market conditions, tariffs, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Union Pacific and Norfolk Southern operate; disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; the costs associated with the anticipated length of time of the pendency of the Transaction, including the restrictions contained in the definitive merger agreement on the ability of Union Pacific and Norfolk Southern, respectively, to operate their respective businesses outside the ordinary course during the pendency of the Transaction; the diversion of Union Pacific’s and Norfolk Southern’s management’s attention and time from ongoing business operations and opportunities on merger-related matters; the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of Union Pacific’s or Norfolk Southern’s customers, suppliers, employees, labor unions or other business partners, including those resulting from the announcement or completion of the Transaction; the dilution caused by Union Pacific’s issuance of additional shares of its common stock in connection with the consummation of the Transaction; the risk of a downgrade of the credit rating of Union Pacific’s indebtedness, which could give rise to an obligation to redeem existing indebtedness; a material adverse change in the financial condition of Union Pacific, Norfolk Southern or the combined company; changes in domestic or international economic, political or business conditions, including those impacting the transportation industry (including customers, employees and supply chains); Union Pacific’s, Norfolk Southern’s and the combined company’s ability to successfully implement its respective operational, productivity, and strategic initiatives; a significant adverse event on Union Pacific’s or Norfolk Southern’s network, including, but not limited to, a mainline accident, discharge of hazardous materials, or climate-related or other network outage; the outcome of claims, litigation, governmental proceedings and investigations involving Union Pacific or Norfolk Southern, including, in the case of Norfolk Southern, those with respect to the Eastern Ohio incident; the nature and extent of Norfolk Southern’s environmental remediation obligations with respect to the Eastern Ohio incident; new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident; and a cybersecurity incident or other disruption to our technology infrastructure.
This list of important factors is not intended to be exhaustive. These and other important factors, including those discussed under “Risk Factors” in Norfolk Southern’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 9, 2026 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000702165/000162828026006268/nsc-20251231.htm) and Norfolk Southern’s subsequent filings with the SEC, Union Pacific’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 6, 2026 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/100885/000010088526000037/unp-20251231.htm) and Union Pacific’s subsequent filings with the SEC, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. References to Union Pacific’s and Norfolk Southern’s website are provided for convenience and, therefore, information on or available through the website is not, and should not be deemed to be, incorporated by reference herein. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, Union Pacific and Norfolk Southern disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law or regulation.
