Norfolk Southern (NSC)
US eastern Class I railroad Union Pacific has agreed to acquire: FY2025 GAAP OR of 64.2% (−220 bps YoY), intermodal 57.7% of units, merchandise 63% of revenue.
Educational analysis for professional use. This profile is not investment advice or a recommendation to buy or sell any security, and it is not personalised.
Snapshot
An Eastern Network Lowering Its Operating Ratio
Norfolk Southern's FY2025 gain came from productivity and cost control: total units rose only 0.1%, so there was no extra volume to spread fixed costs over. Its operating ratio (OR), operating expenses as a share of revenue, where lower is better, fell 220 basis points on a GAAP basis to 64.2%, from 66.4% in FY2024. The adjusted ratio moved less, to 65.0% from 65.8%, an 80 basis point improvement. It sits above GAAP because the items it strips out were net credits in the year.
The operating ratio guide sets the five listed Class I railroads (the top revenue tier of North American freight carriers) out on one basis. On reported figures Norfolk Southern sits between Canadian Pacific Kansas City at 62.8% and CSX at an implied 67.9%. The PSR guide (precision scheduled railroading, running fewer, longer trains to a fixed schedule) uses the FY2025 move as the size of improvement one year can deliver, and notes that the GAAP and adjusted lines tell different-sized stories. Market value is 224.6 million shares (Q1 2026 10-Q) at the ~$309.30 NYSE close on 10 June 2026.
The Union Pacific Merger
Union Pacific agreed on 28 July 2025 to acquire Norfolk Southern for stock and cash. The deal cannot close without approval from the Surface Transportation Board, the US rail regulator. On 18 September 2026 the Board denied motions from BNSF, CSX and a shipper coalition asking it to reject the revised application without a full review (docket FD 36873). Opening comments are due by 18 November 2026 and responses by 16 February 2027, and the Board said its ruling expressed no view on the merits. While the deal is pending, Norfolk Southern still files as a standalone company, and every figure on this page is on that basis.
Volume vs Revenue Mix
Intermodal dominates Norfolk Southern's volume, but merchandise dominates its revenue. Intermodal is shipping containers and truck trailers on flatcars; merchandise is mixed carload freight such as chemicals, metals and autos. Of FY2025 units (carloads and intermodal combined), merchandise was 2.3 million (32.4%), intermodal 4.1 million (57.7%) and coal 0.7 million (9.9%). By revenue the order flips: merchandise 63%, intermodal 25%, coal 12%.
The intermodal guide pairs the two intermodal shares to show why truck competition hits volume before revenue. By segment, FY2025 volume moved merchandise +4.0%, intermodal +0.5% and coal −6.9%.
RPU, Productivity and ROIC
Revenue per unit (RPU), freight revenue divided by units moved, barely changed at the headline because fuel and mix offset core pricing. Stripping out fuel gives the cleaner operating view: RPU less fuel was $1,607 (+1.6%) against adjusted operating expense growth of 0.8%. Productivity savings exceeded $215 million, while compensation and benefits rose 3.5%.
ROIC is not disclosed in the FY2025 10-K (the annual report) or earnings materials. Read the company on its operating ratio and free cash flow instead; the ROIC guide explains why a back-solved ROIC misleads.
FCF and Buybacks
Free cash flow on the company definition is operating cash flow of $4,361m less capex of $2,204m. Buybacks of $533 million (2.2 million shares) took about a quarter of it. That is cash actually paid, and peers define free cash flow differently, so payout ratios compare only on one definition.
What to Watch in the Financials
The first test is whether FY2026 keeps any of the GAAP gain without service getting worse, with FY2025's productivity savings as the baseline. The second is the gap between RPU less fuel and cost growth. It supported a falling ratio in FY2025; a narrowing would be an early sign that labour costs are catching up with pricing.
Mix matters too. If intermodal's unit share keeps rising while merchandise holds its revenue share, total RPU can stay flat or fall even as merchandise prices rise, so volume and revenue shares need reading separately each quarter.
Then the merger docket, whose dates above are the next fixed points. Merger costs can sit among the items separating the GAAP ratio from the adjusted one, so the quarterly reconciliation is worth reading.
Valuation Framework
Railroads are usually read on operating ratio and return on capital first, then valued on EV/EBITDA using normalised earnings. When a ratio has moved 220 basis points in a year, normalising matters more than usual, because a trailing figure mixes the old cost level with the new one. No filed peer multiple table exists.
A pending acquisition adds a second reference point. Once a merger agreement is signed, a target's share price tends to track the agreed terms and the odds of approval as much as its own results, so a standalone valuation and the deal terms answer different questions.
Key Risks
Operational relapse. Productivity gains reverse if service failures return or congestion rebuilds. Holding the FY2025 result takes continued execution; a one-time cost cut would not last.
Intermodal pricing against trucks. Norfolk Southern has the highest intermodal share of volume of the five, so truck capacity and diesel prices cap pricing on well over half its units and a quarter of its revenue.
Coal decline. Further coal losses tilt the mix towards intermodal by default, which can dilute RPU even when the ratio holds.
Merger outcome. Approval, approval with conditions, or rejection would each change what a Norfolk Southern share represents.
Peer Context
CSX, the other eastern US Class I, carries 48% intermodal units at an adjusted ratio of 66.8%, implied from the operating margin its filings headline. CPKC runs single-line service across Canada, the US and Mexico, one railroad end to end, at a 59.9% core adjusted ratio, with intermodal at 39.4% of carloads but only 18% of freight revenue. The Railroads Sector Primer works an operating-ratio improvement case of the kind Norfolk Southern's FY2025 filing illustrates.
The operating ratio fades year by year off volume, revenue per unit and capex, feeding a value per share checked against return on capital.
The Excel model is the primer's railroad build live across 11 sheets: revenue from volume and revenue per unit, an operating ratio that fades year by year, a valuation for a mature compounder and an improvement story, a margin bridge, return on capital against the cost of capital, free cash flow and capital returns, and a sensitivity grid. Change the operating ratio path or capex and the value moves.