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NYSE: NSC · Rail Transportation

Norfolk Southern

Norfolk Southern, based in Atlanta, owns a major U.S. freight railroad, Norfolk Southern Railway, operating about 19,100 route miles in 22 eastern states and the District of Columbia. 2025 railway operating revenues were $12,180 million — merchandise $7,684 million, intermodal $3,009 million and coal $1,487 million — and net income was $2,873 million ($12.75 per share), up from $1,827 million in 2023, the year of the February 2023 East Palestine, Ohio derailment. On July 28, 2025 Norfolk Southern agreed to be acquired by Union Pacific for one Union Pacific share plus $88.82 in cash per share; shareholders approved the deal in November 2025, and it still needs approval from the Surface Transportation Board (STB), with a $2.5 billion termination fee either way. Litigation over the derailment continues, though the $600 million Ohio class settlement was fully paid in March 2026.

Last updated

Analysis last edited: November 6, 2026 · Financial data fetched: October 30, 2026 14:39 (SEC EDGAR) · Source 10-K filed: February 9, 2026

Built on10-K FY2025 · filed 2026-02-0910-Q (quarter ended 2026-09-30) · filed 2026-10-22Proxy statement (2026)

Next update expectedAfter FY2026’s 10-K is filed (roughly 60–90 days after fiscal year end (sooner for larger filers)), financials and analysis will be refreshed.

01

At a glanceFrom SEC data

Eight headline measures, each placed among the companies covered on this site.

Revenue growth
4.5%

Higher than 20% of 372 non-financial companies

Average yearly growth over the years shown

Operating margin
35.8%

Higher than 88% of 311 non-financial companies

Latest fiscal year (FY2025)

ROIC minus WACC
+2.9 pts

Higher than 47% of 311 non-financial companies

Return on capital above (or below) its estimated cost

Net debt ÷ EBITDA
2.7x

Higher than 68% of 304 non-financial companies

Below 0 means more cash than debt

Cash conversion
1.52x

Higher than 50% of 349 non-financial companies

Operating cash flow ÷ net income

Dividend raises
0 of 5

Years the dividend per share rose, of the last 5

P/E today
28.2x

Latest close 2026-11-04; trailing 12 months to 2026-09-30

Beta
0.72

Above 1 = moves more than the market

Each marker shows where this company sits among the non-financial companies covered on this site, not all listed companies (left = lowest, right = highest). A high position is not automatically good — for net debt ÷ EBITDA, higher means more debt. Details and formulas are in the sections below and in How to read this.

02

Valuation todayFrom SEC data

Price-based measures at the latest close, next to the same measures at the last fiscal year-end.

Share price$337.49close on 2026-11-04

Market cap$75.74B

P/E today
28.2x

At FY2025 year-end: 22.6x

Earnings: trailing 12 months to 2026-09-30

P/B today
4.9x

At FY2025 year-end: 4.2x

Book value at FY2025 year-end

EV/EBITDA today
15.9x

At FY2025 year-end: 14.0x

EBITDA for FY2025

FCF yield today
2.8%

At FY2025 year-end: 3.3%

Free cash flow for FY2025

Dividend yield today
1.6%

Dividends per share for FY2025

“Today” uses the latest closing price (2026-11-04, Yahoo Finance daily closing prices) and shares outstanding at the last fiscal year-end. The rest of this page — including the financial table and ROIC vs. WACC — uses fiscal year-end prices. These are reference figures, not a judgment of whether the stock is cheap or expensive.

03

What changed since last earningsFrom SEC data

The latest reported quarter against the same quarter a year earlier, the balance sheet against the previous quarter-end, and what management said in its latest earnings release.

Quarter ended Sep 30, 2026.

  • Revenue↑ +13.6%$3.1B → $3.53B (vs. a year earlier)
  • Operating margin↓ −2.8 pts35.4% → 32.6% (vs. a year earlier)
  • Net income↑ +6.8%$711M → $759M (vs. a year earlier)
  • Diluted EPS↑ +6.6%$3.16 → $3.37 (vs. a year earlier)
  • Cash↑ +49.5%$1.07B → $1.6B (vs. previous quarter-end)

Source: Form 10-Q ↗ (SEC XBRL). Long-term debt is the tagged long-term debt figure and leaves out short-term borrowings.

From the earnings release of Oct 22, 2026.

Key changes

  • Record quarterly railway revenues of $3.5B, up 14%. Source sentence
    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 $1.2B, up 5%. Source sentence
    Income from railway operations was $1.2 billion, an increase of $52 million, or 5%, compared to third quarter 2025.

Written by AI. A line appears only if its figures and direction match the quoted sentence, which an automatic check confirms. Companies' outlooks are their own and may not be met. Read the release ↗

04

Company profileFrom SEC dataShow

Legal name
NORFOLK SOUTHERN CORP
Headquarters
ATLANTA, GA
Incorporated in
Virginia
Fiscal year end
12/31
Exchange & ticker
NYSE: NSC
Industry
Rail Transportation
CIK
702165

Workforce (as of FY2025 year-end)

  • Employees

    19,300

Source: Form 10-K (FY2025) cover page and business description

05

Earnings calendarFrom SEC dataShow

When the company reports each quarter: the quarter-end date, the day results were released, and when the 10-Q or 10-K was filed.

Next report

Q4 FY2026

Quarter end: December 2026. In past years, Q4 results were released 26–29 days after quarter end (Jan 29, 2026; Jan 29, 2025; Jan 26, 2024). No date has been announced in the sources this site uses.

Reporting pattern

  • Fiscal year ends around December 31.
  • Reports four times a year: three quarterly reports (10-Q) and an annual report (10-K) for Q4.
  • Earnings releases came 22–29 days after quarter end over the last 12 quarters.
QuarterQuarter endedEarnings release (8-K)Report filed (10-Q / 10-K)
Q3 FY2026Sep 30, 2026Oct 22, 2026 (+22 days)Oct 22, 2026 10-Q (+22 days)
Q2 FY2026Jun 30, 2026Jul 23, 2026 (+23 days)Jul 23, 2026 10-Q (+23 days)
Q1 FY2026Mar 31, 2026Apr 24, 2026 (+24 days)Apr 24, 2026 10-Q (+24 days)
Q4 FY2025Dec 31, 2025Jan 29, 2026 (+29 days)Feb 9, 2026 10-K (+40 days)
Q3 FY2025Sep 30, 2025Oct 23, 2025 (+23 days)Oct 23, 2025 10-Q (+23 days)
Q2 FY2025Jun 30, 2025Jul 29, 2025 (+29 days)Jul 29, 2025 10-Q (+29 days)
Q1 FY2025Mar 31, 2025Apr 23, 2025 (+23 days)Apr 23, 2025 10-Q (+23 days)
Q4 FY2024Dec 31, 2024Jan 29, 2025 (+29 days)Feb 10, 2025 10-K (+41 days)
Q3 FY2024Sep 30, 2024Oct 22, 2024 (+22 days)Oct 22, 2024 10-Q (+22 days)
Q2 FY2024Jun 30, 2024Jul 25, 2024 (+25 days)Jul 26, 2024 10-Q (+26 days)
Q1 FY2024Mar 31, 2024Apr 24, 2024 (+24 days)Apr 24, 2024 10-Q (+24 days)
Q4 FY2023Dec 31, 2023Jan 26, 2024 (+26 days)Feb 5, 2024 10-K (+36 days)

Source: SEC EDGAR filing history. Release dates are the dates the earnings release was furnished to the SEC on Form 8-K (Item 2.02), which is normally the day results are announced. For a quarter whose 10-Q or 10-K isn’t filed yet, the date is the latest Item 2.02 8-K since the previous report, which may be a preliminary or other results-related update. Fiscal years are labeled by the calendar year in which they end.

06

Flagship products & servicesSite analysis

  • Merchandise

    Carload freight

    Chemicals, metals and construction, agriculture/forest/consumer products and automotive.

  • Intermodal

    Intermodal

    Domestic and international containers and trailers.

  • Coal

    Coal

    Utility, export, domestic metallurgical and industrial coal.

From the Form 10-K, FY2025.

U.S. and worldwide share of flagship products/services

Norfolk Southern gives no market-share figures in its 10-K.

Reviewed: Form 10-K (FY2025) · Form 10-Q (quarter ended 2026-09-30)

07

Recent strategic focusSite analysis

Recent developments.

  1. Merger

    Shareholders approved the Union Pacific merger in November 2025; merger expenses of $145M in the first nine months of 2026.

    Source: Form 10-Q (quarter ended 2026-09-30)

  2. Leadership

    COO John Orr resigned for “good reason” effective May 31, 2026, citing proposed operational changes.

    Source: Form 8-K (2026-06-01) — Item 5.02 (COO resignation)

  3. Nine months 2026

    Revenue $9,989M versus $9,206M; net income $2,040M versus $2,229M.

    Source: Form 10-Q (quarter ended 2026-09-30)

Capex ÷ D&A (FY2025)

1.58x

Well above depreciation — expansion-stage investment

formulacapital expenditures ÷ depreciation & amortization

e.g.$2,204M ÷ $1,393M = 1.58x

termsCapital expenditures (capex) · Depreciation & amortization (D&A)

Where the money goes, over time

Unit: $M. Capex went from $1.49B in FY2020 to $2.2B in FY2025

  • Capex

formulacapital expenditures ÷ depreciation & amortization

termsCapital expenditures (capex) · Depreciation & amortization (D&A)

Source: each period's Form 10-K (SEC EDGAR). Latest: filed 2026-02-09

08

Key figures at a glanceFrom SEC data

FY2020–FY2025, 6 years.

Revenue (FY2025)

$12.18B

As reported in the 10-K

Revenue CAGR (5 years)

+4.5%

formula(last-period revenue ÷ first-period revenue) ^ (1 ÷ years) − 1

e.g.($12,180M ÷ $9,789M) ^ (1÷5) − 1 = 4.5%

termsCAGR · ^ (exponent) · Revenue (net sales)

Operating margin (FY2025)

35.8%▲favorable

+5.1pt vs. 5 years ago

formulaoperating income ÷ revenue × 100

e.g.$4,356M ÷ $12,180M × 100 = 35.8%

termsOperating income · Revenue (net sales)

ROE (FY2025)

19.2%▲favorable

6-year average: 18.7%

As reported in the 10-K

P/B (FY2025 end)

4.17x

formulafiscal year-end closing price ÷ book value per share

e.g.$288.72 ÷ $69.28 = 4.17x

termsP/B · BVPS

Period-end (fiscal year-end) value, not today's P/B

EV/EBITDA (FY2025 end)

14.0x

formula(market cap + interest-bearing debt − cash and equivalents) ÷ (operating income + depreciation & amortization)

e.g.($64,795M + $17,087M − $1,530M) ÷ ($4,356M + $1,393M) = 14.0x

termsEV/EBITDA · Market capitalization · Interest-bearing debt · EBITDA · Depreciation & amortization (D&A)

Period-end (fiscal year-end) value, not today's multiple

  • ―

    Revenue grew +4.5% a year over 5 years (modest growth)

    From $9.79B in FY2020 to $12.18B in FY2025. The annualized rate (CAGR) makes it possible to compare growth pace across companies of different sizes.

  • ▲

    Operating margin improved: 30.7% → 35.8%

    How much operating profit is left per $100 of revenue. It moved +5.1 points over 5 years — pricing power, cost control, and product mix all show up here.

  • ―

    Equity ratio is 34.4% (a middling level)

    The share of total assets funded by equity rather than debt. 50%+ is often read as low bankruptcy risk, though the right level varies by industry (real estate and leasing run lower, for instance).

  • ▲

    Free cash flow was positive in 6 of 6 years

    Operating cash flow minus capital expenditures: the cash left over after funding the business’s own investment, available for dividends, buybacks, acquisitions, or debt paydown. A negative year can mean heavy investment, or weak core earnings — worth distinguishing.

  • ▲

    ROE averaged 18.7% over 6 years (latest: 19.2%)

    How much profit was generated on shareholders’ equity. Roughly 10%+ is often cited as solid for a U.S. company, though this varies a lot by industry and capital intensity.

09

Business modelSite analysis

Moves merchandise (chemicals, metals, agriculture, automotive), intermodal containers and coal over its own network, earning revenue per carload or unit and benefiting from high fixed-cost operating leverage.

How money and goods flow at Norfolk Southern
  1. 01 what it draws on

    Inputs & resources

    • 19,300 employees at end-2025
    • About 19,100 route miles in 22 states and D.C.
    • Locomotives, railcars and terminals
  2. 02 what it does

    Activities

    • Merchandise carload service
    • Intermodal container and trailer service
    • Coal transportation for utilities and exports
  3. 03 who it serves

    Customers

    • Manufacturers, utilities, mines, distribution centers and shippers in the eastern U.S.
  4. 04 how money comes in

    How it earns

    • Merchandise $7,684M (2025)
    • Intermodal $3,009M
    • Coal $1,487M

How the business makes money

  • Union Pacific merger pending STB approval.
  • Dividend per share held at $5.40 in 2023–2025.
  • Repurchased 2.2M shares for $533M in 2025.

Government & regulation around the business

Non-market factors from the company’s filings: what governments and regulators fund, buy, set, approve or restrict, and which part of the flow above each one touches.

Norfolk Southern faces environmental laws and is a PRP at eight locations.

  • Environmental rules

    Environmental cleanup

    Subsidiaries are potentially responsible parties at eight locations.

    Constrains the businessTouches: Activities

    Source: Form 10-K (FY2025)

Revenue by segment (FY2025)

Unit: $M — bar length = revenue, (%) = share of total company revenue

  • Merchandise

    7,684 (63%)
  • Intermodal

    3,009 (25%)
  • Coal

    1,487 (12%)

Source: Form 10-K (FY2025) Railway operating revenues by market group for 2025 (one reportable segment); total $12,180M.

10

Contract structureSite analysisShow

Short-term or spot sales carry different earnings quality than long-term or auto-renewing contracts — this shows how the company actually contracts with its customers.

11

Alliances & capital tiesSite analysisShow

Equity stakes, joint ventures, and strategic partnerships disclosed across the 10-K, 8-Ks, and proxy statement.

  • Pending or recent acquisition

    Union Pacific

    Merger agreement of July 28, 2025: each NSC share converts into one Union Pacific share plus $88.82 in cash; approved by shareholders November 2025; subject to STB approval; $2.5B termination fee.

    Source: Form 10-K (FY2025)

12

Customers & suppliersSite analysis

Who the company sells to and buys from. Companies rarely name either, so named counterparties come only from the company's own filings and press releases; otherwise this lists the concentration figures the 10-K discloses.

Customers

Industrial shippers, utilities and intermodal customers in the eastern U.S.

Named by the company

The 10-K names no customer accounting for a material share of revenue.

Suppliers

Locomotive, railcar, fuel and track material suppliers.

Named by the company

No material supplier is named.

13

Competitors & peersSite analysis

Competitors the 10-K names, and the peer group the company itself chose in its proxy statement. Nothing here is this site's own pick.

Norfolk Southern competes with other railroads, motor carriers, water carriers and shippers’ private carriage; the 10-K does not name specific competitors.

Competitors named in the 10-K

Peer group the company chose

Industrials and Class I railroad peer groups, from the proxy statement. Peers are companies the board considers comparable — for example when setting executive pay — not necessarily direct competitors.

20-company industrials peer group from the 2026 proxy statement (Class I railroad peers BNSF, CPKC, CSX, CN and Union Pacific are also used).

Source: Proxy statement (2026)

Company names link to this site’s analysis where one exists; “site ↗” opens the company’s own website.

14

Six years of financialsFrom SEC data

Each chart's axis holds a single unit (never mixing dollars, %, and $/share). The table's per-period header links to the filing the numbers came from.

Revenue over time

Unit: $M

Source: each period's Form 10-K (SEC EDGAR). Latest: filed 2026-02-09

Profit over time (operating → net)

Unit: $M

  • Operating income
  • Pretax income
  • Net income

Source: each period's Form 10-K (SEC EDGAR). Latest: filed 2026-02-09

Margins over time

Unit: %

  • Operating margin
  • Net margin

formulaoperating income ÷ revenue × 100

termsOperating income · Revenue (net sales)

formulanet income attributable to the company ÷ revenue × 100

termsNet income (attributable to the company)

Cash flow over time

Unit: $M (below zero = cash went out)

  • Operating CF
  • Investing CF
  • Free CF

formulacash flow from operations − capital expenditures

termsFree cash flow (FCF) · Cash flow from operations (operating CF) · Capital expenditures (capex)

Source: each period's Form 10-K (SEC EDGAR). Latest: filed 2026-02-09

Financial stability & capital efficiency

Unit: %

  • Equity ratio
  • ROE

formulatotal equity ÷ total assets × 100 (as reported in the 10-K)

termsStockholders’ equity · Total assets

formulanet income ÷ average equity (beginning + ending, ÷2) × 100 (as reported in the 10-K)

termsNet income (attributable to the company) · Stockholders’ equity

Earnings per share (EPS) and dividend per share

Unit: $

  • EPS
  • Dividend per share

Source: each period's Form 10-K (SEC EDGAR). Latest: filed 2026-02-09

Line itemFY202010-K on EDGAR ↗FY202110-K on EDGAR ↗FY202210-K on EDGAR ↗FY202310-K on EDGAR ↗FY202410-K on EDGAR ↗FY202510-K on EDGAR ↗
Income statement ($M)
Revenue9,78911,14212,74512,15612,12312,180
Operating income3,0024,4474,8092,8514,0714,356
Pretax income2,5303,8784,1302,3203,3293,665
Net income (attributable)2,0133,0053,2701,8272,6222,873
Revenue growthcalc(this year’s revenue − last year’s revenue) ÷ last year’s revenue × 100—13.8%14.4%-4.6%-0.3%0.5%
Operating margincalcoperating income ÷ revenue × 10030.7%39.9%37.7%23.5%33.6%35.8%
Net margincalcnet income attributable to the company ÷ revenue × 10020.6%27.0%25.7%15.0%21.6%23.6%
Balance sheet ($M)
Total assets37,96238,49338,88541,65243,68245,236
Total equity14,79113,64112,73312,78114,30615,547
Interest-bearing debtSum of short- and long-term borrowings, notes/bonds payable12,68113,84015,18217,17917,20617,087
Equity ratio39.0%35.4%32.7%30.7%32.8%34.4%
ROE13.6%21.1%24.8%14.3%19.4%19.2%
Cash flow ($M)
Operating CF3,6374,2554,2223,1794,0524,361
Investing CF-1,175-1,222-1,603-2,182-2,780-2,562
Financing CF-1,927-3,309-3,002115-1,199-1,910
Free cash flowcalccash flow from operations − capital expenditures2,1432,7852,2748521,6712,157
Cash and equivalents1,1158394561,5681,6411,530
Per share & other
EPS ($)7.8412.1113.888.0211.5712.75
BVPS ($)58.6756.8055.8356.6363.2169.28
Dividend per share ($)3.764.164.965.405.405.40
Payout ratiocalcdividend per share ÷ diluted EPS × 10048.0%34.4%35.7%67.3%46.7%42.4%
P/E (x)30.324.617.829.520.322.6
EV/EBITDA (x)calc(market cap + interest-bearing debt − cash and equivalents) ÷ (operating income + depreciation & amortization)17.215.011.816.612.714.0
P/B (x)calcfiscal year-end closing price ÷ book value per share4.055.244.414.173.714.17

P/B and EV/EBITDA use each period’s period-end (fiscal year-end) figures, not the current share price. Figures without a "calc" tag are as reported in the Form 10-K (the consolidated financial statements and, for older years, earlier 10-Ks), pulled automatically from SEC EDGAR. Where a later filing restated a prior period, the restated figure is used.

Last 8 quarters

Three-month figures from 10-Q filings. Change is versus the same quarter a year earlier. Newest quarter on top.

Quarter endedRevenueOperating incomeNet incomeDiluted EPS
2026-09-30$3.53B+13.6%$1.15B+4.7%$759M+6.8%$3.37
2026-06-30$3.47B+11.4%$1.12B-4.3%$734M-4.4%$3.26
2026-03-31$3B+0.2%$877M-23.5%$547M-27.1%$2.43
2025-12-31 †$2.97B-1.7%$937M-17.2%$644M-12.1%—
2025-09-30$3.1B$1.1B$711M$3.16
2025-06-30$3.11B$1.18B$768M$3.41
2025-03-31$2.99B$1.15B$750M$3.31
2024-12-31 †$3.02B$1.13B$733M—

† Fourth quarter = the 10-K’s annual figure minus the first three quarters; quarterly EPS isn’t derived this way because share counts change during the year.

15

Is ROIC above WACC?From SEC data

ROIC (the return on money invested in the business) above WACC (the cost of raising that money) means the company is creating value. WACC is an estimate, so its assumptions can be adjusted below.

ROIC (FY2025)

10.7%

formulaoperating income × (1 − tax rate) ÷ invested capital × 100 *invested capital = interest-bearing debt + total equity (average of beginning/ending)

e.g.$4,356M × (1 − 21.5%) ÷ $32,073M × 100 = 10.7%

termsOperating income · Effective tax rate · Invested capital · Interest-bearing debt · Total equity

WACC (this site’s estimate)

7.81%

formulacost of equity × equity weight + cost of debt × (1 − tax rate) × debt weight

e.g.Equity weight: $64.79B ÷ ($64.79B + $17.09B) = 79.1%

e.g.Debt weight: $17.09B ÷ ($64.79B + $17.09B) = 20.9%

e.g.WACC: 8.9% × 79.1% + 4.6% × (1 − 21.5%) × 20.9% = 7.81%

termsCost of equity · Equity weight (E/(D+E)) · Cost of debt · (1 − tax rate) · Debt weight (D/(D+E)) · Market capitalization

ROIC − WACC

+2.9pt▲favorable

Earning more than the cost of capital (ROIC > WACC in 5 of 6 years)

formulaROIC − WACC (positive means the business earns more than its cost of capital)

termsROIC · WACC

How firm is this? With the equity risk premium ±1 point and beta ±0.2, WACC runs 6.5%–9.4% and ROIC − WACC runs +1.3 to +4.1 points. The sign holds across this range. This describes the latest year and does not predict future value creation.

WACC 7.81% is this site’s estimate under the assumptions below (not a figure the company has published)

Risk-free rate
4.95% (10-year Treasury, 2026-11-03)
β
0.72 (price-derived adjusted beta)
Equity risk premium
5.5%
Cost of equity
8.91%
Cost of debt
4.64%
Tax rate
21.5% (effective rate, FY2023–FY2025)
Capital structure (equity : debt)
79% : 21%
→ Change assumptions and recalculate

ROIC over time, vs. WACC

Unit: % — bars = each period's ROIC, horizontal line = latest WACC. Bars above the line are green, below are red

  • ROIC (above WACC)
  • ROIC (below WACC)
  • WACC 7.81%

formulaoperating income × (1 − tax rate) ÷ invested capital × 100 *invested capital = interest-bearing debt + total equity (average of beginning/ending)

termsOperating income · Effective tax rate · Invested capital · Interest-bearing debt · Total equity

formulacost of equity × equity weight + cost of debt × (1 − tax rate) × debt weight

termsCost of equity · Equity weight (E/(D+E)) · Cost of debt · (1 − tax rate) · Debt weight (D/(D+E)) · Market capitalization

Try different WACC assumptions

β and the equity risk premium are estimates with a real range of plausible values — move the sliders to check whether ROIC > WACC still holds. The risk-free rate starts at the 10-year Treasury yield on 2026-11-03 (U.S. Treasury).

Initial β: 0.72 (price-derived adjusted beta. Raw β 0.58, R² 0.16, 130 weeks)

formula0.67 × β + 0.33 (β = the slope of weekly stock returns regressed on weekly market returns)

e.g.0.67 × 0.585 + 0.33 = 0.722

termsβ (beta)

Period 2024-05-10–2026-11-04, using S&P 500 ETF (SPY) as the market proxy. Source: Yahoo Finance price history.

Cost of equity8.91%

formularisk-free rate + β × equity risk premium

e.g.5.0% + 0.72 × 5.5% = 8.9%

termsCAPM · Risk-free rate · β (beta) · Equity risk premium (market risk premium)

Market value of equity$64.79B

formulafiscal year-end closing price × shares outstanding (= market cap)

termsMarket capitalization · Market value of equity

Interest-bearing debt$17.09B
Cost of debt4.64%

formulainterest expense ÷ interest-bearing debt × 100 (clamped to 0–10%; falls back to the risk-free rate if there’s no debt)

termsInterest-bearing debt · Risk-free rate

Capital structure (equity weight : debt weight)79% : 21%

16

What the price implies (DCF)From SEC data

A company's value can be written as its free cash flow divided by (cost of capital − perpetual growth). Working that backwards from the market's valuation shows how much growth the share price assumed — compared here with the company's actual past growth.

Growth the price implies (price on 2026-11-04)

5.4%

Perpetual FCF growth: g = r − FCF ÷ EV = 7.8% − 2.4%

Past FCF growth (FY2020–FY2025)

+0.1%

Compound annual rate, 5 years

Past revenue growth (FY2020–FY2025)

+4.5%

Compound annual rate, 5 years

Inputs (FY2025): free cash flow $2.16B (operating CF − capex); enterprise value $91.3B = market cap $75.74B (latest close, 2026-11-04) + debt $17.09B − cash and short-term investments $1.53B; r = WACC of 7.8% using this page’s default assumptions (β 0.72, risk-free 5.0%, market premium 5.5%).

Three WACC scenarios

The same calculation under cautious, base and optimistic cost-of-capital assumptions (risk-free rate fixed at the 10-year Treasury yield). Pick one to load it into the sliders below.

Try your own assumptions

V = FCF ÷ (r − g). It starts at the implied growth rate, where the theoretical value equals today’s enterprise value.

Theoretical enterprise value

$89.88B

FCF $2.16B ÷ (7.8% − 5.4%)

Theoretical ÷ actual enterprise value

0.98x

Below 1x: these assumptions value the business below the market did

How sensitive the answer is

Theoretical ÷ actual enterprise value for each combination of r and g.

g \ r5.8%6.8%7.8%8.8%9.8%
0%0.41x0.35x0.30x0.27x0.24x
2%0.62x0.49x0.41x0.35x0.30x
4%1.31x0.84x0.62x0.49x0.41x
6%—2.95x1.31x0.84x0.62x
8%———2.95x1.31x

A simplified model for seeing what the market price assumes, not a forecast or a target price. It treats free cash flow as growing at one constant rate forever; the result swings widely with small changes in r and g, and is undefined when g reaches r. Free cash flow here is operating cash flow minus capex, which is after interest — a full DCF of enterprise value would use cash flow before interest. Market cap uses the latest close (2026-11-04) × shares at fiscal year-end; free cash flow and WACC inputs are from the latest fiscal year.

17

Earnings qualityFrom SEC dataShow

The same reported profit can mean different things depending on whether it's backed by cash, driven by the core business, or the result of a one-off item. Four checks below.

  • ✓

    Operating CF ÷ net income: averages 1.55x

    Profit is backed by cash coming in.

  • ✓

    Accrual ratio (latest): -3.3%

    A small share of profit rests on accounting estimates.

  • ✓

    Core-earnings share (operating income ÷ pretax income): 119%

    Most profit comes from core operations.

  • ✓

    Days sales outstanding: 32 → 31 days

    No major slowdown in collecting on sales.

Operating CF vs. net income

Unit: $M — operating CF above net income means profit is backed by cash

  • Operating CF
  • Net income

formulacash flow from operations ÷ net income attributable to the company

termsCash flow from operations (operating CF) · Net income (attributable to the company)

formula(net income − operating CF) ÷ average total assets × 100

termsNet income (attributable to the company) · Cash flow from operations (operating CF) · Total assets

Source: each period's Form 10-K (SEC EDGAR). Latest: filed 2026-02-09

Profit bridge (FY2025)

Unit: $M — what moved profit from operating income to net income

  • Profit (each stage)
  • Pushed profit up
  • Pushed profit down

formulaoperating income ÷ income before income taxes × 100

termsOperating income · Income before income taxes (pretax income)

Source: each period's Form 10-K (SEC EDGAR). Latest: filed 2026-02-09

Receivables & inventory days

Unit: days — days grow when receivables or inventory build up faster than sales

  • Days sales outstanding

formulaaverage receivables (opening + closing ÷ 2) ÷ revenue × 365

termsAccounts receivable · Revenue (net sales)

formulaaverage inventory (opening + closing ÷ 2) ÷ cost of revenue × 365

termsInventory · Cost of revenue (COGS)

Worked examples (latest period)

formulacash flow from operations ÷ net income attributable to the company

e.g.$4,361M ÷ $2,873M = 1.52x

termsCash flow from operations (operating CF) · Net income (attributable to the company)

formulaoperating income ÷ income before income taxes × 100

e.g.$4,356M ÷ $3,665M × 100 = 119%

termsOperating income · Income before income taxes (pretax income)

formulaaverage receivables (opening + closing ÷ 2) ÷ revenue × 365

e.g.($1,069M + $988M) ÷ 2 ÷ $12,180M × 365 = 31 days

termsAccounts receivable · Revenue (net sales)

formulaaverage inventory (opening + closing ÷ 2) ÷ cost of revenue × 365

termsInventory · Cost of revenue (COGS)

18

Who holds the sharesFrom SEC dataShow

How much of the stock large institutional investors report owning on SEC Form 13F, how much the directors and executive officers hold (and how much of the vote they control), and roughly how much is left for individual investors. Shown next to beta so the holder mix can be read alongside how much the stock swings.

Institutions, insiders and everyone else, 13F holdings as of 2026-06-30

“Everyone else” is what remains after shares reported on Form 13F and shares held by directors and executive officers: mostly individual investors, plus non-insider families or foundations and smaller or foreign institutions. The figures have different dates and 13F reports count some shares twice — read it as an approximate split.

Held by 13F filers
76.1%
Directors & officers (shares)
<1%
Everyone else (est.)
23.9%

individuals and other non-13F holders

Directors & officers (voting power)
<1%

no separate voting figure; shown as shares

Institutional-ownership rank
342 of 416

1 = most institutional; 82% of covered companies have more

Beta (adjusted)
0.72

above 1 = swings more than the market

  • 170.8M shares reported by 1,861 13F filers ÷ 224.6M shares outstanding on 2026-06-30. Option positions are excluded.
  • Directors and executive officers as a group, from the proxy statement’s beneficial-ownership table (percentage computed from the group’s share count ÷ shares outstanding); includes shares they can acquire within 60 days.
  • A large “everyone else” share can still reflect a family, trust or foundation stake held outside the board; check the proxy statement’s 5% holders.

Sources: SEC Form 13F data set (holdings as of 2026-06-30) · Form DEF 14A filed 2026-03-27 (beneficial ownership table) · Form 10-Q cover page (shares outstanding as of 2026-06-30)

19

Strengths & weaknessesSite analysis

Strengths

  1. 1. Eastern network

    About 19,100 route miles reaching manufacturing plants, power plants, mines and distribution centers.

    Evidence: Form 10-K (FY2025)

  2. 2. Earnings recovery

    EPS rose from $8.02 (2023) to $12.75 (2025).

    Evidence: Form 10-K (FY2025)

  3. 3. Takeover premium

    Union Pacific offer of one share plus $88.82 cash per share.

    Evidence: Form 10-K (FY2025)

Weaknesses

  1. 1. Flat revenue

    Revenue was $12.16B, $12.12B and $12.18B in 2023–2025.

    Evidence: Form 10-K (FY2025)

  2. 2. Derailment liabilities

    Incident accruals of $474M at end-2025; securities suits and Ohio AG litigation continue.

    Evidence: Form 10-K (FY2025)

  3. 3. Coal decline

    Coal revenue fell 8% in 2025 to $1,487M.

    Evidence: Form 10-K (FY2025)

20

What draws investors to itSite analysis

Why the stock can look attractive to investors — each point paired with what has to hold for it to stay true, and the opposing view. This is this site's analysis, not a recommendation to buy or sell.

P/E (FY2025)

22.6x

Price at fiscal year-end ÷ diluted EPS

Dividend yield (FY2025)

1.87%

Dividends per share ÷ fiscal year-end price

Payout ratio (FY2025)

42%

Dividends per share ÷ diluted EPS

FCF yield (FY2025)

3.3%

(Operating CF − capex) ÷ market cap

  1. 1. Merger arbitrage

    Holders receive one UNP share plus $88.82 cash.

    What has to hold
    STB approves.
    The other side
    Regulatory rejection or conditions.

    Evidence: Form 10-K (FY2025)

  2. 2. Standalone recovery

    Margins improved after the 2023 incident.

    What has to hold
    Volumes grow.
    The other side
    Flat revenue.

    Evidence: Form 10-K (FY2025)

21

ResilienceSite analysisShow

How well the company could absorb a bad year: its financial buffer, how its revenue and profit held up in the worst year on record, and what the 10-K says about the business's exposure to shocks. Figures and filing statements only — no overall rating.

1. Financial buffer (FY2025)

Cash & short-term investments ÷ debt due within a year

2.5x

$1.53B vs. $607M

Interest coverage (operating income ÷ interest expense)

5.5x

$4.36B vs. $792M

Free cash flow ÷ dividends paid

1.8x

$2.16B vs. $1.22B (FCF = operating CF − capex)

2. Worst year in the record, and the recovery

FigureWorst year-over-year changeBack to the prior level?
Revenue-4.6% in FY2023 ($12.75B → $12.16B)Not yet, as of FY2025
Operating income-40.7% in FY2023 ($4.81B → $2.85B)Not yet, as of FY2025

Covers only the 6 fiscal years on record (FY2020–FY2025), which may not include a full recession — the worst year here isn’t necessarily how the company would fare in a severe downturn.

3. Business resilience (from the 10-K)

  • Profitable every year

    Net income stayed above $1.8B every year 2020–2025, including 2023.

    Source: Form 10-K (FY2025)

23

Risks (including geopolitical)Site analysis

Starting from the 10-K's Risk Factors section, organized by category — geopolitical, currency, raw materials, regulatory, disaster, and more — with impact and likelihood assessed by this site.

Risk map

Vertical = impact on results, horizontal = likelihood. Upper right = most severe. Numbers match the list below (placement is this site’s own assessment).

Impact
High
4
1
Med
5
23
Low
LowMedHigh

Likelihood →

"Company disclosure" vs. "this site’s assessment"

The description and mitigation for each risk are this site’s summary of the 10-K’s "Risk Factors" section. Impact and likelihood are this site’s own assessment, not the company’s — where the company discloses its own likelihood assessment, that is noted in the summary.

Impact is judged from how large the affected business is relative to total revenue/profit, and from the risk’s track record of moving results in the past. Likelihood is judged from the filing’s wording and the current business environment (already occurring, or recurring). See the rating criteria.

  1. 1M&A & integration

    Merger approval

    Company disclosure (summarized from the 10-K)
    The Union Pacific merger requires STB approval; termination could trigger a $2.5B fee.
    Company’s stated mitigation
    Not stated in the filings.
    This site’s assessment
    Impact High / Likelihood Med
  2. 2Law & regulation

    East Palestine litigation

    Company disclosure (summarized from the 10-K)
    Pending securities, Ohio AG and Pennsylvania class actions; DOJ consent decree awaiting court entry.
    Company’s stated mitigation
    Not stated in the filings.
    This site’s assessment
    Impact Med / Likelihood High
  3. 3Competition & technology shift

    Trucking competition

    Company disclosure (summarized from the 10-K)
    Competes with motor carriers, water carriers and private carriage.
    Company’s stated mitigation
    Not stated in the filings.
    This site’s assessment
    Impact Med / Likelihood High
  4. 4Disaster

    Accidents

    Company disclosure (summarized from the 10-K)
    Derailments involving hazardous materials can cause major liabilities.
    Company’s stated mitigation
    We also continually evaluate ourselves for appropriate business continuity and disaster recovery planning, with test scenarios that include cybersecurity attacks.
    This site’s assessment
    Impact High / Likelihood Low
  5. 5Labor & workforce

    Unionized workforce

    Company disclosure (summarized from the 10-K)
    About 80% of railroad employees are covered by collective bargaining agreements.
    Company’s stated mitigation
    Not stated in the filings.
    This site’s assessment
    Impact Med / Likelihood Med

24

What changed in the risk factorsFrom SEC data

Paragraphs in the latest 10-K's Risk Factors that have little overlap with the year before, and paragraphs that were dropped.

New or substantially reworded (8)

  • We have identified certain additional risk factors in connection with the Mergers. Read more

    For additional information concerning these risks, uncertainties and assumptions, please refer to the section entitled “Risk Factors” included in our proxy statement filed with the SEC on October 1, 2025.

  • The Mergers are subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all. Read more

    Failure to complete the Mergers could have material adverse effects on the Company. The completion of the Mergers is subject to a number of conditions, including, among others, the receipt of the requisite regulatory approvals, which make the completion of the Mergers and timing thereof uncertain. Also, either Union Pacific or the Company may terminate the Merger Agreement if the Mergers have not been consummated by the end date (subject to an automatic extension in certain circumstances), except that this right to terminate the Merger Agreement will not be available to any party whose failure to perform any obligation under the Merger Agreement has been the primary cause of the failure of the Mergers to be consummated on or before that date.

  • If the Mergers are not completed, the Company’s ongoing business may be materially adversely affected and, without realizing any of the benefits of having completed the Mergers, the Company will be subject to a number of risks, including the following:

  • • if the Merger Agreement is terminated and the Union Pacific board or the Company’s board seeks another business combination, Union Pacific shareholders and Norfolk Southern shareholders cannot be certain that Union Pacific or the Company will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that the other party has agreed to in the Merger Agreement;

  • • negative reactions from the financial markets or from its customers (certain of whom have and may continue to diversify their distribution networks, including in response to actions by our competitors), suppliers, employees, labor unions, or other business partners; and

  • In addition, if the Mergers are not completed, the Company could be subject to litigation related to any failure to complete the Mergers or related to any enforcement proceeding commenced against the Company to perform its obligations under the Merger Agreement, and whether or not any such litigation has any merit, the cost of defending such litigation may be significant. The materialization of any of these risks could adversely impact the Company’s ongoing business.

  • Similarly, delays in the completion of the Mergers could, among other things, result in additional transaction costs, loss of revenue, or other negative effects associated with uncertainty about completion of the Mergers.

  • The Mergers are subject to the receipt of the requisite regulatory approvals, which requisite regulatory approvals may never be obtained, therefore preventing completion of the Mergers. Read more

    In addition, in granting such approvals, regulatory authorities may impose conditions that could have a significant adverse effect on the Company or the combined company and the expected benefits of the Mergers therefore preventing completion of the Mergers. Before the Mergers may be completed, the requisite regulatory approvals must have been obtained, including STB approval. While the initial Merger application with the STB was determined to be incomplete, the Company and Union Pacific are in process of preparing a revised application that incorporates the additional items identified by the STB. The terms and conditions of the approvals that are granted may impose requirements, concessions,…

No longer in the text (3)

  • As noted in “Incident Risks” above, in connection with the Incident, we are experiencing negative impacts related to environmental matters, including extensive cleanup costs and litigation related to alleged environmental impacts of the Incident.

  • Concern over climate change has led to significant federal, state, and international legislative and regulatory efforts to limit greenhouse gas (GHG) emissions. Read more

    Restrictions, caps, taxes, or other legislative or regulatory controls on GHG emissions, including diesel exhaust, could significantly increase our operating costs and decrease the amount of traffic we handle.

  • In addition, legislation and regulation related to climate change or GHG emissions could negatively affect the markets we serve and our customers. Read more

    Even without legislation or regulation, government incentives and adverse publicity relating to climate change or GHG emissions could negatively affect the markets for certain of the commodities we carry, or our customers that use commodities we carry to produce energy (including coal), use significant amounts of energy in producing or delivering the commodities we carry, or manufacture or produce goods that consume significant amounts of energy associated with GHG emissions.

6 more paragraphs differ; the filings below have the full text.

Matched automatically, quoted as filed, and may include rewording of an existing risk. Compares Item 1A of the 10-K filed Feb 9, 2026 ↗ with the 10-K filed Feb 10, 2025 ↗.

25

What to watch going forwardSite analysis

  • STB review of the Union Pacific merger.
  • Court entry of the DOJ consent decree.
  • Operating ratio and volumes.

26

Source documentsShow

This page's financial figures come from the Form 10-Ks listed below. Check the original filings for full detail.

Last updated

Analysis last edited: November 6, 2026 · Financial data fetched: October 30, 2026 14:39 (SEC EDGAR) · Source 10-K filed: February 9, 2026

Built on10-K FY2025 · filed 2026-02-09Proxy statement (2026)

Next update expectedAfter FY2026’s 10-K is filed (roughly 60–90 days after fiscal year end (sooner for larger filers)), financials and analysis will be refreshed.

This page is this site’s own analysis based on public information, and does not represent Norfolk Southern’s views. It is not a recommendation to buy or sell any security, and this site does not guarantee the accuracy of any figure or statement here. Always verify against the original source documents before making an investment decision.