‌Reconciliation of Non-GAAP Financial Measures

Information presented by Claude E. Elkins and Jason A. Zampi during NS' third quarter earnings conference call on October 23, 2025 (posted elsewhere on our website) included non-GAAP financial measures, as defined by Securities and Exchange Commission Regulation G. 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).

Financial Results - excluding the Eastern Ohio incident1, restructuring and other charges2, merger-related expenses3, and sales of railway lines4

($ in millions, except per share amounts)

Third Quarter 2025

Reported

Restructuring

Merger-

Adjusted

2025

Eastern Ohio

and Other

Related

2025

(GAAP)

Incident1

Charges2

Expenses3

(Non-GAAP1,2,3)

Railway operating expenses

Compensation and benefits

$

738

$

(24)

$

-

$

-

$

714

Purchased services and rents

519

-

-

-

519

Fuel

237

-

-

-

237

Depreciation

348

-

-

-

348

Materials and other

147

-

-

-

147

Merger-related expenses

15

-

-

(15)

-

Restructuring and other charges

12

-

(12)

-

-

Eastern Ohio incident

(11)

11

-

-

-

Total railway operating expenses

$ 2,005

$

(13) $

(12) $

(15) $

1,965

Income from railway operations

$ 1,098

$

13 $

12 $

15 $

1,138

Income taxes

$ 213

$

3 $

3 $

4 $

223

Net income

$ 711

$

10 $

9 $

11 $

741

Earnings per share - diluted

$

3.16

$

0.05

$

0.04

$

0.05

$

3.30

Railway operating ratio (%) 64.6 (0.4) (0.4) (0.5) 63.3

Third Quarter 2024

Reported

Restructuring

Sales of

Adjusted

2024

Eastern Ohio

and Other

Railway

2024

(GAAP)

Incident1

Charges2

Lines4

(Non-GAAP1,2,4)

Railway operating expenses

Compensation and benefits

$

690

$

-

$

-

$

-

$

690

Purchased services and rents

497

-

-

-

497

Fuel

216

-

-

-

216

Depreciation

339

-

-

-

339

Materials and other

(188)

-

-

380

192

Restructuring and other charges

60

-

(60)

-

-

Eastern Ohio incident

(159)

159

-

-

-

Total railway operating expenses

$ 1,455

$

159 $

(60) $

380 $

1,934

Income from railway operations

$ 1,596

$

(159) $

60 $

(380) $

1,117

Income taxes

$ 328

$

(39) $

15 $

(93) $

211

Earnings per share - diluted

$

4.85

$

(0.53)

$

0.20

$

(1.27)

$

3.25

Net income

$

1,099

$

(120)

$

45

$

(287)

$

737

Second Quarter 2025

Reported

Restructuring

Adjusted

2025

Eastern Ohio

and Other

2025

(GAAP)

Incident1

Charges2

(Non-GAAP1,2)

Railway operating ratio (%) 47.7 5.2 (2.0) 12.5 63.4

Railway operating expenses

Compensation and benefits

$

692

$

-

$

-

$

692

Purchased services and rents

520

-

-

520

Fuel

219

-

-

219

Depreciation

346

-

-

346

Materials and other

195

-

-

195

Restructuring and other charges

10

-

(10)

-

Eastern Ohio incident

(47)

47

-

-

Income from railway operations

$

1,175

$

(47)

$

10

$

1,138

Total railway operating expenses $ 1,935 $ 47 $ (10) $ 1,972

Other income - net

$

24

$

-

$

-

$

24

Net income

$

768

$

(35)

$

8

$

741

Income taxes $ 230 $ (12) $ 2 $ 220

Earnings per share - diluted

$

3.41

$

(0.16)

$

0.04

$

3.29

Railway operating ratio (%) 62.2 1.5 (0.3) 63.4

Revenue

($ in millions)

Third Quarter 2025 2024 Change % Change

Total revenue

$

3,103

$

3,051

$

52

2%

Less: Fuel surcharge revenue

208

238

(30)

-13%

Revenue less fuel surcharge revenue5

$

2,895

$

2,813

$

82

3%

Merchandise revenue

$

1,969

$

1,861

$

108

6%

Less: Fuel surcharge revenue

73

87

(14)

-16%

Merchandise revenue less fuel surcharge revenue5

$

1,896

$

1,774

$

122

7%

Intermodal revenue

$

759

$

763

$

(4)

-1%

Less: Fuel surcharge revenue

131

142

(11)

-8%

Intermodal revenue less fuel surcharge revenue5

$

628

$

621

$

7

1%

Coal revenue

$

375

$

427

$

(52)

-12%

Less: Fuel surcharge revenue

4

9

(5)

-56%

Coal revenue less fuel surcharge revenue5

$

371

$

418

$

(47)

-11%

Revenue Per Unit

Third Quarter 2025 2024 Change % Change

Total revenue per unit

$

1,721

$

1,694

$

27

2%

Less: Fuel surcharge revenue per unit

116

132

(16)

-12%

Revenue per unit less fuel surcharge revenue6

$

1,605

$

1,562

$

43

3%

Merchandise revenue per unit

$

3,310

$

3,299

$

11

0%

Less: Fuel surcharge revenue per unit

121

153

(32)

-21%

Merchandise revenue per unit less fuel surcharge revenue6

$

3,189

$

3,146

43

1%

Intermodal revenue per unit

$

735

$

726

$

9

1%

Less: Fuel surcharge revenue per unit

127

136

(9)

-7%

Intermodal revenue per unit less fuel surcharge revenue6

$

608

$

590

$

18

3%

Coal revenue per unit

$

2,120

$

2,306

$

(186)

-8%

Less: Fuel surcharge revenue per unit

24

46

(22)

-48%

Coal revenue per unit less fuel surcharge revenue6

$

2,096

$

2,260

$

(164)

-7%

1GAAP financial results are adjusted to exclude the effects of the February 3, 2023 derailment in Eastern Ohio (the Incident). During the third quarter of 2025, the overall expense impact on operating expenses resulting from costs and recoveries associated with the Incident was $13 million. During the third quarter of 2024 and the second quarter of 2025, the Company recorded net recoveries that exceeded Incident-related expenses of $159 million and $47 million, respectively. The income tax effects of this non-GAAP adjustment were calculated based on the applicable tax rates to which the non-GAAP adjustment related. Management believes these non-GAAP financial measures provide valuable information regarding earnings and business trends of the Company. 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 and assessing trends in our performance by excluding the effects of the Incident.

2GAAP financial results are adjusted to exclude the effects of restructuring and other charges. During the third and second quarters of 2025, the Company recorded $12 million and $10 million, respectively, of restructuring and other charges related to the restructuring of certain technology functions. In the third quarter of 2024, the Company recorded $60 million associated with the rationalization of certain software development projects that had not been placed in service and reflecting certain equipment at its net realizable value in advance of the planned disposition of that asset class. The income tax effects of this non-GAAP adjustment were calculated based on the applicable tax rates to which the non-GAAP adjustment related. Management believes these non-GAAP financial measures provide valuable information regarding earnings and business trends of the Company. 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 and assessing trends in our performance by excluding by excluding these costs.

3GAAP financial results are adjusted to exclude the effects of merger-related expenses. During the third quarter of 2025, we incurred $15 million in merger-related expenses primarily related to third-party advisor fees, legal fees, and costs associated with employee retention agreements. The income tax effects of this non-GAAP adjustment were calculated based on the applicable tax rates to which the non-GAAP adjustment related. Management believes these non-GAAP financial measures provide valuable information regarding earnings and business trends of the Company. 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 and assessing trends in our performance by excluding by excluding these costs.

4GAAP financial results are adjusted to exclude gains on railway line sales. During the third quarter of 2024, the Company completed sales of two railway lines in the states of Virginia and North Carolina resulting in gains of $380 million. The income tax effects of this non-GAAP adjustment were calculated based on the applicable tax rates to which the non-GAAP adjustment related. Management believes these non-GAAP financial measures provide valuable information regarding earnings and business trends of the Company. 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 and assessing trends in our performance by excluding by excluding these gains.

5Revenue less fuel surcharge revenue as used here is to reflect revenue absent the effect of fuel surcharges. Management believes this non-GAAP financial measure provides useful supplemental information to investors regarding the Company's revenue trends, by excluding the volatility introduced by fuel surcharges, and is useful for period-over-period comparisons of these trends.

6Revenue per unit as used here is to reflect average revenue per unit absent the effect of fuel surcharges. Management believes this non-GAAP financial measure provides useful supplemental information to investors regarding the Company's pricing trends, by excluding the volatility introduced by fuel surcharges, and is useful for period-over-period comparisons of these trends.

The Company uses these non-GAAP financial measures internally and believes this information provides useful supplemental information to investors regarding the Company's financial performance as compared to prior periods. While the Company believes that these non-GAAP financial measures are useful in evaluating the Company's 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.

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NS - Norfolk Southern Corporation published this content on October 23, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on October 23, 2025 at 20:12 UTC.