STOCK TITAN

Norfolk Southern Q3 2026 earnings rise 7% to $3.37 a share

Nine-month results include lower railway operating income, net income and operating cash flow than in the first nine months of 2025.

(High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Norfolk Southern Corporation (NSC) reported third-quarter 2026 railway operating revenue of $3.526 billion, up $423 million, or 14%, from a year earlier. Income from railway operations was $1.150 billion, up $52 million, or 5%, and diluted earnings per share were $3.37, up $0.21, or 7%. The operating ratio was 67.4%, compared with 64.6%; net income was $759 million, versus $711 million.

Excluding merger-related expenses and Eastern Ohio incident effects, non-GAAP adjusted income from railway operations was $1.220 billion, adjusted operating ratio was 65.4%, and adjusted diluted EPS was $3.62. The comparable 2025 adjusted figures also excluded restructuring and other charges. For the first nine months, revenue was $9.989 billion versus $9.206 billion, while railway operating income was $3.151 billion versus $3.419 billion and net income was $2.040 billion versus $2.229 billion. Net cash provided by operating activities was $2.720 billion versus $3.298 billion.

2 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 2 points

How the balance works

Positive

  • Moderate pointThird-quarter railway operating revenue rose 14% to $3.526 billion.
  • Moderate pointThird-quarter diluted EPS increased 7% to $3.37.

Negative

  • Moderate pointNine-month net income declined to $2.040 billion from $2.229 billion.
  • Moderate pointNine-month operating cash flow declined to $2.720 billion from $3.298 billion.

Filing Explained

The unaudited report says Norfolk Southern repurchased and retired no common shares in the first nine months of 2026, versus 2.2 million in the same 2025 period; reported shares outstanding were 224,616,686 on September 30, 2026, versus 224,420,699 on December 31, 2025.

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, or exhibit attachments filed with this report.
Railway operating revenue $3.526 billion Third quarter 2026; up $423 million, or 14%, from third quarter 2025
Income from railway operations $1.150 billion Third quarter 2026; up $52 million, or 5%, from third quarter 2025
Operating ratio 67.4% Third quarter 2026, compared with 64.6% in third quarter 2025
Diluted earnings per share $3.37 Third quarter 2026; up $0.21, or 7%, from third quarter 2025
Adjusted diluted earnings per share $3.62 Third quarter 2026; up $0.32, or 10%, from adjusted third quarter 2025
Railway operating revenue $9.989 billion First nine months of 2026, compared with $9.206 billion in the first nine months of 2025
Net income $2.040 billion First nine months of 2026, compared with $2.229 billion in the first nine months of 2025
Net cash provided by operating activities $2.720 billion First nine months of 2026, compared with $3.298 billion in the first nine months of 2025
Operating ratio financial
"operating ratio was 67.4%"
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.
Adjusted diluted earnings per share financial
"adjusted diluted earnings per share"
Adjusted diluted earnings per share is the company’s net profit per share after accounting for potential extra shares (from options or convertible securities) and removing one‑time or unusual items so the number reflects ongoing business results. Think of it like timing a runner’s steady pace after excluding a few unexpected stops; it gives investors a clearer view of sustainable profit available to each share. Investors use it to compare companies and judge underlying profitability and valuation without short‑term distortions.
Non-GAAP financial measures financial
"Non-GAAP financial measures should be considered in addition to"
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.
Railway operating revenue $3.526 billion Up $423 million, or 14%, compared with third quarter 2025
Income from railway operations $1.150 billion Up $52 million, or 5%, compared with third quarter 2025
Operating ratio 67.4% Compared with 64.6% in third quarter 2025
Diluted earnings per share $3.37 Up $0.21, or 7%, compared with third quarter 2025
Adjusted income from railway operations $1.220 billion Up $82 million, or 7%, compared with adjusted third quarter 2025
Adjusted diluted earnings per share $3.62 Up $0.32, or 10%, compared with adjusted third quarter 2025

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much revenue did NSC report in Q3 2026?

NSC reported $3.526 billion in third-quarter railway operating revenue, up $423 million, or 14%, from the third quarter of 2025.

Why does NSC report adjusted third-quarter results?

The adjusted measures exclude merger-related expenses and Eastern Ohio incident effects in both 2026 and 2025; the 2025 measures also exclude restructuring and other charges. Norfolk Southern says these non-GAAP measures supplement GAAP results and are not substitutes for them.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
false000070216500007021652026-10-222026-10-22

 

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

 


Exhibit 99.1

 

img107489127_0.jpg

 

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 | 1

 


 

 

•
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 | 2

 


 

 

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 | 3

 


 

 

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 | 4

 


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.

 


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