Norfolk Southern Corporation (NYSE: NSC) lifts Q2 revenue 11% to $3.5B

Rhea-AI Filing Summary

Norfolk Southern Corporation reported record second-quarter 2026 railway operating revenues of $3.5 billion, up $355 million, or 11%, versus second quarter 2025 on 4% higher volumes and stronger fuel surcharges. Income from railway operations was $1.1 billion and diluted EPS was $3.26.

The operating ratio deteriorated to 67.6% from 62.2%. Excluding merger-related expenses, restructuring and other charges, and effects of the Eastern Ohio incident, adjusted income from railway operations was $1.2 billion, adjusted operating ratio 65.5%, and adjusted diluted EPS $3.52, up 7% versus adjusted second quarter 2025.

For the first six months of 2026, net income was $1.28 billion and diluted EPS $5.69. Net cash provided by operating activities was $1.40 billion. The company incurred $51 million of merger-related expenses and $15 million of Eastern Ohio incident costs in the quarter. Management updated 2026 adjusted operating expense guidance to $8.8–$8.9 billion to reflect higher estimated incremental fuel expense.

Positive

• Record quarterly revenue and double-digit growth: Q2 2026 railway operating revenues reached an all-time high of $3.5 billion, up $355 million, or 11% year over year, with adjusted diluted EPS increasing 7% to $3.52 versus adjusted second quarter 2025.

Negative

• Profitability and cost pressures: Q2 2026 operating ratio worsened to 67.6% from 62.2%, GAAP diluted EPS declined to $3.26 from $3.41, and 2026 adjusted operating expense guidance increased to $8.8–$8.9 billion due to higher estimated fuel expense.

8-K Event Classification

3 items: 2.02, 7.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Railway operating revenues Q2 2026: $3.5 billion Income from railway operations Q2 2026: $1,124 million Operating ratio Q2 2026: 67.6% +5 more

8 metrics

Railway operating revenues Q2 2026 $3.5 billion All-time quarterly record, up $355 million, or 11%, versus second quarter 2025

Income from railway operations Q2 2026 $1,124 million Compared with $1,175 million in second quarter 2025

Operating ratio Q2 2026 67.6% Compared with 62.2% in second quarter 2025

Adjusted operating ratio Q2 2026 65.5% 210 basis points higher than adjusted second quarter 2025

Diluted EPS Q2 2026 $3.26 Down $0.15, or 4%, compared to second quarter 2025

Adjusted diluted EPS Q2 2026 $3.52 Up $0.23, or 7%, compared to adjusted second quarter 2025

Updated 2026 adjusted operating expense guidance $8.8 to $8.9 billion Guidance range increased to reflect higher estimated incremental fuel expense

Net cash provided by operating activities H1 2026 $1,398 million Net cash from operations for the first six months of 2026

Key Terms

operating ratio, non-GAAP financial measures, Eastern Ohio incident, merger-related expenses, +1 more

5 terms

operating ratio financial

"Operating ratio in the quarter was 67.6% compared to 62.2%…"

A company's operating ratio is a simple percentage that shows how much of its revenue is eaten up by the costs of running the business — calculated by dividing operating expenses by operating revenue. For investors it signals efficiency and profit potential: a lower operating ratio means the company keeps more of each dollar it earns (like a household with lower bills keeping more of its paycheck), while a higher ratio suggests tighter margins and less room to absorb shocks.

non-GAAP financial measures financial

"Information included within this press release contains non-GAAP financial measures…"

Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

Eastern Ohio incident regulatory

"our non-GAAP financial results… exclude… the Eastern Ohio Incident (the Incident)."

merger-related expenses financial

"we incurred merger-related expenses of $51 million and $103 million, respectively…"

Merger-related expenses are the one-time costs a company incurs when combining with or buying another business, such as fees for lawyers and bankers, severance pay for staff reductions, integration costs, and closing charges. Like the upfront expenses of renovating two homes to join them into one, these charges can reduce short-term profits and cash available but may enable future cost savings or revenue gains; investors watch them to judge the true financial impact and whether the deal creates value.

stock repurchase program financial

"we repurchased and retired 1.9 million shares… under our stock repurchase program…"

A stock repurchase program is when a company buys back its own shares from the market. This can make each remaining share more valuable and shows that the company believes its stock is a good investment. It’s like a business treating its shares like a limited resource, hoping to boost confidence and share prices.

Earnings Snapshot

Railway operating revenues: $3.5 billion · Guidance included

second quarter 2026

Railway operating revenues $3.5 billion Up $355 million, or 11%, compared to second quarter 2025

Income from railway operations $1.1 billion Down $51 million, or 4%, versus second quarter 2025; adjusted income was $1.2 billion, up $58 million, or 5%, versus adjusted second quarter 2025

Operating ratio 67.6%; adjusted 65.5% Operating ratio increased from 62.2%; adjusted operating ratio was 210 basis points higher than adjusted second quarter 2025

Diluted EPS $3.26; adjusted $3.52 GAAP EPS decreased $0.15, or 4%; adjusted EPS increased $0.23, or 7%, versus adjusted second quarter 2025

Net income Q2 2026 $734 million Compared with $768 million in second quarter 2025

Guidance

Updated 2026 adjusted operating expense guidance range to $8.8 to $8.9 billion to account for an increase in estimated incremental fuel expense.

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Available on EDGAR 07/23/2026 - 08:20 AM Accepted by SEC EDGAR 07/23/2026 - 08:20 AM Learn about SEC filing dates

FAQ

How did Norfolk Southern (NSC) perform financially in Q2 2026?

Norfolk Southern reported $3.5 billion in revenue, an 11% increase year over year, with income from railway operations of $1.1 billion and diluted EPS of $3.26. Adjusted diluted EPS was $3.52, up 7% versus adjusted second quarter 2025.

What was Norfolk Southern (NSC)'s Q2 2026 operating ratio and how did it change?

The Q2 2026 operating ratio was 67.6%, compared with 62.2% in Q2 2025. On an adjusted basis, excluding merger, restructuring, and Eastern Ohio incident effects, the operating ratio was 65.5%, 210 basis points higher than adjusted second quarter 2025.

What guidance did Norfolk Southern (NSC) give for 2026 operating expenses?

Norfolk Southern updated its 2026 adjusted operating expense guidance to a range of $8.8 to $8.9 billion. The change reflects an increase in estimated incremental fuel expense, indicating expectations for higher fuel-related costs for the year.

How did non-GAAP results for Norfolk Southern (NSC) differ from GAAP in Q2 2026?

Excluding merger-related expenses, restructuring and other charges, and Eastern Ohio incident effects, Q2 2026 adjusted income from railway operations was $1.2 billion, adjusted operating ratio 65.5%, and adjusted diluted EPS $3.52, compared with adjusted EPS of $3.29 in second quarter 2025.

What were Norfolk Southern (NSC)'s first-half 2026 earnings and cash flows?

For the first six months of 2026, Norfolk Southern reported net income of $1.281 billion and diluted EPS of $5.69. Net cash provided by operating activities was $1.398 billion, with property additions of $821 million and net cash used in investing activities of $629 million.

How did the Eastern Ohio incident affect Norfolk Southern (NSC)'s Q2 2026 results?

In Q2 2026, Norfolk Southern recorded $15 million of expenses related to the Eastern Ohio incident, versus $47 million of net recoveries in Q2 2025. For the first six months of 2026, incident-related expenses totaled $25 million, compared with $232 million of net recoveries in 2025.

Did Norfolk Southern (NSC) repurchase shares in the first half of 2026?

Norfolk Southern did not repurchase any common stock in the first six months of 2026. In the same period of 2025, it repurchased and retired 1.9 million shares at a total cost of $455 million, including accrued excise taxes.

0000702165false00007021652026-07-232026-07-23

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): July 23, 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 July 23, 2026, Norfolk Southern Corporation (the “Company”) issued a press release reporting second-quarter results for 2026, as well as its Quarterly Financial Data for the second 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 Company also updated its 2026 adjusted operating expense guidance range to $8.8 to $8.9 billion to account for an increase in estimated incremental fuel expense.

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 July 23, 2026
	99.2		2026 Q2 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: July 23, 2026

Exhibit 99.1

FOR IMMEDIATE RELEASE

Norfolk Southern reports second quarter 2026 results

Railroad achieves record quarterly revenues

ATLANTA, July 23, 2026 – 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.

oAdjusting 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.

oAdjusting 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.

Norfolk Southern Corporation | 1

•Diluted earnings per share were $3.26, down $0.15, or 4%, compared to second quarter 2025.

oAdjusting 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.

Media Inquiries:

Media Relations

Investor Inquiries:

Investor Relations

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

Norfolk Southern Corporation | 2

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.

		Second
($ in millions, except per share amounts)		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

		Second
($ in millions, except per share amounts)		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			(0.12	)
Adjusted diluted earnings per share		$	3.29

Norfolk Southern Corporation | 3

Exhibit 99.2

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

		Second Quarter								First Six Months
		2026				2025				2026				2025
		(in millions, except per share amounts)
Railway operating revenues
Merchandise		$	2,133			$	1,972			$	4,018			$	3,835
Intermodal			908				743				1,657				1,503
Coal			424				395				788				765
Total railway operating revenues			3,465				3,110				6,463				6,103
Railway operating expenses
Compensation and benefits			744				692				1,484				1,431
Purchased services and rents			550				520				1,072				1,018
Fuel			405				219				661				463
Depreciation			358				346				710				692
Materials and other			212				195				401				400
Merger-related expenses			51				—				103				—
Restructuring and other charges			6				10				6				10
Eastern Ohio incident			15				(47	)			25				(232	)
Total railway operating expenses			2,341				1,935				4,462				3,782
Income from railway operations			1,124				1,175				2,001				2,321
Other income – net			32				24				67				55
Interest expense on debt			197				201				394				400
Income before income taxes			959				998				1,674				1,976
Income taxes			225				230				393				458
Net income		$	734			$	768			$	1,281			$	1,518
Earnings per share – diluted		$	3.26			$	3.41			$	5.69			$	6.72
Weighted average shares outstanding – diluted			225.0				225.2				225.0				225.8

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

		June 30,				December 31,
		2026				2025
		($ in millions)
Assets
Current assets:
Cash and cash equivalents		$	1,069			$	1,530
Accounts receivable – net			1,177				988
Materials and supplies			327				271
Other current assets			228				409
Total current assets			2,801				3,198
Investments			4,155				4,089
Properties less accumulated depreciation of $15,031 and $14,617, respectively			36,626				36,479
Other assets			1,540				1,470
Total assets		$	45,122			$	45,236
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	1,783			$	1,863
Income and other taxes			218				340
Other current liabilities			720				965
Current maturities of long-term debt			649				607
Total current liabilities			3,370				3,775
Long-term debt			15,967				16,480
Other liabilities			1,714				1,723
Deferred income taxes			7,818				7,711
Total liabilities			28,869				29,689
Stockholders’ equity:
Common stock $1.00 per share par value, 1,350,000,000 shares authorized;    outstanding 224,608,373 and 224,420,699 shares, respectively, net of treasury shares			226				226
Additional paid-in capital			2,332				2,296
Accumulated other comprehensive loss			(212	)			(210	)
Retained income			13,907				13,235
Total stockholders’ equity			16,253				15,547
Total liabilities and stockholders’ equity		$	45,122			$	45,236

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

		First Six Months
		2026				2025
		($ in millions)
Cash flows from operating activities
Net income		$	1,281			$	1,518
Reconciliation of net income to net cash provided by operating activities:
Depreciation			710				692
Deferred income taxes			108				109
Gains and losses on properties			(18	)			(57	)
Changes in assets and liabilities affecting operations:
Accounts receivable			(190	)			(57	)
Materials and supplies			(56	)			(36	)
Other current assets			62				54
Current liabilities other than debt			(386	)			(106	)
Other – net			(113	)			(90	)
Net cash provided by operating activities			1,398				2,027
Cash flows from investing activities
Property additions			(821	)			(924	)
Property sales and other transactions			177				66
Investment purchases			(5	)			(613	)
Investment sales and other transactions			20				36
Net cash used in investing activities			(629	)			(1,435	)
Cash flows from financing activities
Dividends			(606	)			(609	)
Common stock transactions			(12	)			(8	)
Purchase and retirement of common stock			(5	)			(456	)
Proceeds from borrowings			—				396
Debt repayments			(607	)			(253	)
Net cash used in financing activities			(1,230	)			(930	)
Net decrease in cash and cash equivalents			(461	)			(338	)
Cash and cash equivalents
At beginning of year			1,530				1,641
At end of period		$	1,069			$	1,303
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest (net of amounts capitalized)		$	377			$	378
Income taxes (net of refunds)			386				414

See accompanying notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Merger-Related Expenses

During the second quarter and the first six months of 2026, we incurred merger-related expenses of $51 million and $103 million, respectively, primarily related to costs associated with employee retention agreements, third-party advisor fees, and legal fees.

2. Restructuring and Other Charges

During the second quarter of 2026, we recorded $6 million in expenses related to severance costs associated with organizational changes. During the second quarter of 2025, we recorded $10 million in expenses primarily related to the restructuring of certain technology functions, which includes severance costs for impacted employees and other expenses.

3. Eastern Ohio Incident

On February 3, 2023, a train operated by us derailed in East Palestine, Ohio (the Incident). During the second quarter of 2026, we incurred expenses of $15 million, as compared to $47 million of net recoveries for the same period last year. The total amounts recognized include the impact of $3 million and $154 million in recoveries during the second quarter of 2026 and 2025, respectively. In the first six months of 2026 and 2025, we recognized $25 million of expenses, and $232 million of net recoveries, respectively. The total amounts recognized include the impact of $4 million and $378 million in recoveries during the first six months of 2026 and 2025, respectively.

4. Stock Repurchase Program

We did not repurchase any shares of common stock in the first six months of 2026, while we repurchased and retired 1.9 million shares of common stock under our stock repurchase program during the same period last year at a cost of $455 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.

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EX-99.1 74.3 KB
• EX-99.2 EX-99.2 365.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 23.4 KB