Norfolk Southern Corporation

NSC: 10-Q · periodic report

Norfolk Southern reported Q3 2026 revenue of $3,526 million, up 14% year over year, with net income of $759 million and diluted EPS of $3.37 versus $3.16 a year ago. Adjusted EPS rose 10% to $3.62 and the adjusted operating ratio was 65.4%, though GAAP results were dented by higher fuel costs (fuel expense +77%), lower property-sale gains, and $42 million of merger-related expenses. The quarter was shaped by the pending Union Pacific merger announced July 28, 2025, which requires Surface Transportation Board approval and carries a $2.5 billion termination fee. Merger costs totaled $145 million for the first nine months, and share repurchases remain suspended ($6.3 billion still authorized) without Union Pacific's consent. East Palestine litigation continues to wind down: the $600 million class settlement was fully paid in March 2026, and incident accruals fell to $189 million from $474 million at year-end, though securities class action certification appeals and the Ohio AG case remain open.

SEC 10-Q•3d ago

Union Pacific Railroad and Norfolk Southern Combination Gains Additional Momentum

The Surface Transportation Board unanimously denied opponents' requests to dismiss the Union Pacific-Norfolk Southern merger application, allowing the board's review of the transcontinental railroad combination to continue. SMART-MD signed a jobs-for-life agreement with the railroads, meaning more unions representing the two companies' employees now support the merger than oppose it. The companies committed to keeping all existing gateways open, creating seven new premium intermodal lanes, converting 10,000 interline lanes to single-line service, and removing more than 2 million truckloads from highways. The transaction remains subject to STB approval and is expected to close in the second half of 2027.

•1mo ago

More Than 500 Customers Back Union Pacific-Norfolk Southern Combination as a Catalyst for American Growth

More than 500 customers spanning agriculture, energy, food, forest products and automotive sectors have publicly backed the proposed Union Pacific-Norfolk Southern combination, with support continuing to build through recent Surface Transportation Board filings. The latest STB filings added more than 150 new customer letters and 23 new shippers, joining over 2,000 statements submitted with the railroads' amended application. The companies argue the merger would create America's first seamless coast-to-coast freight rail network, generating roughly $3.5 billion in annual savings and shifting an estimated 2.1 million truckloads from highway to rail each year. The transaction remains subject to STB review and approval, with completion expected in the third or fourth quarter of 2027.

•1mo ago

SC Gov. Henry McMaster Voices Support for Union Pacific-Norfolk Southern Merger

South Carolina Gov. Henry McMaster sent a letter to the Surface Transportation Board voicing support for the proposed Union Pacific-Norfolk Southern combination, citing the state's position as a manufacturing, logistics and trade hub. Norfolk Southern CEO Mark George said the deal would create seamless single-line access, move an estimated 2.1 million truckloads off congested highways, and reduce costs for consumers. With McMaster's letter, more than 2,000 stakeholders have now publicly backed the transaction, including roughly 40 South Carolina state and local leaders — incremental political momentum as the merger awaits STB review.

•1mo ago

STB Should Reject Opponents’ Baseless Prima Facie Challenges; Union Pacific – Norfolk Southern Merger Application Easily Meets the Standard

Union Pacific and Norfolk Southern defended their joint merger application against challenges, asserting that the filing satisfies the STB's prima facie standard for public interest and should proceed to full review. The companies projected the combined railroad would generate $1 billion in annual operating savings and unlock $3.5 billion in savings for customers, while diverting 2.1 million truckloads to rail to reduce congestion. Provisions include a guarantee of unionized jobs for life, new access rights for Canadian National between St. Louis and Kansas City, and an Open Gateway Commitment modeled on recent STB conditions.

•1mo ago

Union Pacific and Norfolk Southern Affirm Strength of Merger Application and Offer Unprecedented New Customer Assurances

Union Pacific and Norfolk Southern filed a supplemental response to the Surface Transportation Board, offering unprecedented customer protections to bolster their merger application. The new commitments include expanding competitive pricing programs, preserving rail access options for shippers, and establishing service level safeguards to mitigate integration risks. The companies anticipate closing the transaction in mid-2027, having also resolved ownership questions regarding St. Louis and Kansas City terminals through an agreement with CN.

•2mo ago

Norfolk Southern reports second quarter 2026 results

Norfolk Southern reported Q2 2026 revenue of $3.5 billion, an all-time record up 11% year-over-year, driven by a 4% volume increase and higher fuel surcharges. Adjusted diluted earnings per share rose 7% to $3.52, though the adjusted operating ratio widened to 65.5%, reflecting a 210 basis point increase from the prior year due to higher fuel expenses. CEO Mark George highlighted that the quarter exceeded expectations with improving demand across key markets, positioning the company well for the second half.

•3mo ago

Union Pacific and CN Reach Agreement to Expand Customer Opportunities in Connection with Merger

Union Pacific and CN signed a binding memorandum of understanding to resolve competitive access issues related to the proposed merger between Union Pacific and Norfolk Southern. Under the agreement, CN will acquire Norfolk Southern's ownership interests in Kansas City and St. Louis terminals and gain new operating rights in the Midwest, while agreeing not to oppose the merger. The settlement is contingent upon approval by the Surface Transportation Board and aims to preserve competitive options for shippers affected by the consolidation.

•3mo ago

Norfolk Southern Declares Quarterly Dividend

Norfolk Southern Corporation declared a quarterly dividend of $1.35 per share on its common stock. The dividend is payable on 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.

•3mo ago

Union Pacific and Norfolk Southern Respond to STB’s Request for Supplemental Information, Submitting First Round of Their Responses

Union Pacific and Norfolk Southern submitted the first round of responses to the Surface Transportation Board’s request for supplemental information regarding their proposed merger. The filing addresses regulatory concerns about jointly owned entities like TRRA, KCT, and TTX, asserting that competitors are using these entities to delay the deal. The companies project the merger will save shippers $3.5 billion annually by shifting freight from truck to rail and remain committed to a mid-2027 completion.

•3mo ago