Norfolk Southern 盘前发布2026年Q3财报：营收创纪录35.3亿美元、调整后EPS 3.62美元小幅超预期，但运营比率同比恶化、GAAP EPS 3.37美元低于预期，盘前约-2.3%

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 22, 2026
Norfolk Southern Corporation
(Exact name of Registrant as Specified in Its Charter)
Virginia
1-8339
52-1188014
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
650 West Peachtree Street NW
Atlanta
,
Georgia
30308-1925
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code:
855
667-3655
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Norfolk Southern Corporation Common Stock (Par Value $1.00)
NSC
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 2.02 Results of Operations and Financial Condition.
Item 7.01 Regulation FD Disclosure.
On October 22, 2026, Norfolk Southern Corporation (the “Company”) issued a press release reporting third-quarter results for 2026, as well as its Quarterly Financial Data for the third quarter of 2026. A copy of the press release is attached as Exhibit 99.1 and a copy of the Quarterly Financial Data is attached as Exhibit 99.2, each of which is incorporated by reference herein.These documents are also available on the Company’s website, www.norfolksouthern.com.* This unaudited financial information and summary of certain notes to the consolidated financial statements should be read in conjunction with: (a) the consolidated financial statements and notes included in the Company's latest Annual Report on Form 10-K and in subsequent Quarterly Reports on Form 10-Q; and (b) any Current Reports on Form 8-K.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished as part of this Current Report on Form 8-K:
Exhibit Number
Description
99.1
Press Release dated October 22, 2026
99.2
2026 Q3 Financial Data
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Internet addresses are provided for informational purposes only and are not intended to be hyperlinks.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NORFOLK SOUTHERN CORPORATION
(Registrant)
By:
/s/ Jeremy Ballard
Name: Jeremy Ballard
Title: Corporate Secretary
Date: October 22, 2026

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EX-99.1
2
nsc-ex99_1.htm
EX-99.1
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Norfolk Southern reports third quarter 2026 results
Railroad achieves record quarterly revenues and strong earnings growth
ATLANTA, October 22, 2026 –
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.
o
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.
o
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.
Norfolk Southern Corporation
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•
Diluted earnings per share were $3.37, up $0.21, or 7%, compared to third quarter 2025.
o
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
.
Media Inquiries:
Media Relations
Investor Inquiries:
Investor Relations
Norfolk Southern Corporation
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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
Norfolk Southern Corporation
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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.
Third
($ in millions, except per share amounts)
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
Third
($ in millions, except per share amounts)
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
0.14
Adjusted diluted earnings per share
$
3.30
Norfolk Southern Corporation
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EX-99.2
3
nsc-ex99_2.htm
EX-99.2
EX-99.2
Exhibit 99.2
Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)
Third Quarter
First Nine Months
2026
2025
2026
2025
(in millions, except per share amounts)
Railway operating revenues
Merchandise
$
2,188
$
1,969
$
6,206
$
5,804
Intermodal
919
759
2,576
2,262
Coal
419
375
1,207
1,140
Total railway operating revenues
3,526
3,103
9,989
9,206
Railway operating expenses
Compensation and benefits
753
738
2,237
2,169
Purchased services and rents
546
519
1,618
1,537
Fuel
420
237
1,081
700
Depreciation
363
348
1,073
1,040
Materials and other
224
147
625
547
Merger-related expenses
42
15
145
15
Restructuring and other charges
—
12
6
22
Eastern Ohio incident
28
(11
)
53
(243
)
Total railway operating expenses
2,376
2,005
6,838
5,787
Income from railway operations
1,150
1,098
3,151
3,419
Other income – net
30
23
97
78
Interest expense on debt
193
197
587
597
Income before income taxes
987
924
2,661
2,900
Income taxes
228
213
621
671
Net income
$
759
$
711
$
2,040
$
2,229
Earnings per share – diluted
$
3.37
$
3.16
$
9.06
$
9.88
Weighted average shares outstanding – diluted
225.2
224.7
225.1
225.5
See accompanying notes to consolidated financial statements.
Norfolk Southern Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
September 30,
December 31,
2026
2025
($ in millions)
Assets
Current assets:
Cash and cash equivalents
$
1,598
$
1,530
Accounts receivable – net
1,229
988
Materials and supplies
353
271
Other current assets
145
409
Total current assets
3,325
3,198
Investments
4,186
4,089
Properties less accumulated depreciation of $15,259 and $14,617, respectively
36,857
36,479
Other assets
1,581
1,470
Total assets
$
45,949
$
45,236
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable
$
2,064
$
1,863
Income and other taxes
236
340
Other current liabilities
732
965
Current maturities of long-term debt
649
607
Total current liabilities
3,681
3,775
Long-term debt
15,964
16,480
Other liabilities
1,702
1,723
Deferred income taxes
7,872
7,711
Total liabilities
29,219
29,689
Stockholders’ equity:
Common stock $1.00 per share par value, 1,350,000,000 shares authorized; outstanding
224,616,686 and 224,420,699 shares, respectively, net of treasury shares
226
226
Additional paid-in capital
2,356
2,296
Accumulated other comprehensive loss
(213
)
(210
)
Retained income
14,361
13,235
Total stockholders’ equity
16,730
15,547
Total liabilities and stockholders’ equity
$
45,949
$
45,236
See accompanying notes to consolidated financial statements.
Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
First Nine Months
2026
2025
($ in millions)
Cash flows from operating activities
Net income
$
2,040
$
2,229
Reconciliation of net income to net cash provided by operating activities:
Depreciation
1,073
1,040
Deferred income taxes
162
315
Gains and losses on properties
(19
)
(142
)
Changes in assets and liabilities affecting operations:
Accounts receivable
(243
)
(53
)
Materials and supplies
(82
)
(20
)
Other current assets
79
68
Current liabilities other than debt
(108
)
25
Other – net
(182
)
(164
)
Net cash provided by operating activities
2,720
3,298
Cash flows from investing activities
Property additions
(1,407
)
(1,475
)
Property sales and other transactions
273
120
Investment purchases
(6
)
(615
)
Investment sales and other transactions
32
52
Net cash used in investing activities
(1,108
)
(1,918
)
Cash flows from financing activities
Dividends
(910
)
(912
)
Common stock transactions
(11
)
1
Purchase and retirement of common stock
(5
)
(534
)
Proceeds from borrowings
—
396
Debt repayments
(618
)
(554
)
Net cash used in financing activities
(1,544
)
(1,603
)
Net increase (decrease) in cash and cash equivalents
68
(223
)
Cash and cash equivalents
At beginning of year
1,530
1,641
At end of period
$
1,598
$
1,418
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest (net of amounts capitalized)
$
564
$
570
Income taxes (net of refunds)
556
433
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Merger-Related Expenses
During the third quarter and first nine months of 2026, we incurred merger-related expenses of $42 million and $145 million, respectively, primarily related to costs associated with employee retention agreements, third-party advisor fees, and legal fees. During 2025, we incurred merger-related expenses of $15 million for both the third quarter and the first nine months.
2
.
Restructuring
and Other Charges
During the first nine months of 2026, we recorded $6 million in severance costs associated with organizational changes. During 2025, we recorded expenses of $12 million in the third quarter and $22 million in the first nine months associated with the rationalization of certain software development projects that had not been placed into service and the restructuring of certain technology functions, including severance costs for impacted employees.
3. Eastern Ohio Incident
On February 3, 2023, a train operated by us derailed in East Palestine, Ohio (the Incident). During the third quarter of 2026, we incurred expenses of $28 million, as compared to $13 million of net expenses for the same period last year. The total amounts recognized include the impact of $3 million and $16 million in recoveries during the third quarters of 2026 and 2025, respectively. In the first nine months of 2026 and 2025, we recognized $53 million of expenses and $219 million of net benefits, respectively, which include $7 million and $394 million of recoveries during the first nine months of 2026 and 2025, respectively.
4. Stock Repurchase Program
We did not repurchase any shares of common stock in the first nine months of 2026, while we repurchased and retired 2.2 million shares of common stock under our stock repurchase program during the same period last year at a cost of $533 million, inclusive of accrued excise taxes. “Purchase and retirement of common stock” in 2026 as presented on the Consolidated Statements of Cash Flows reflects the payment of excise taxes on shares repurchased in 2025.