NS - Norfolk Southern Corporation

07/23/2026 | Press release | Distributed by Public on 07/23/2026 09:34

Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes.
OVERVIEW
Since 1827, Norfolk Southern Corporation and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Our dedicated team members deliver a wide variety of commodities annually for our customers, from agriculture to consumer products, and help them reduce carbon emissions by shipping via rail. We have the most extensive intermodal network in the eastern U.S. Our network 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 in the Gulf Coast and Great Lakes.
On July 28, 2025, we entered into a Merger Agreement with Union Pacific, marking a transformational step toward creating America's first transcontinental railroad - an outcome we believe will unlock new opportunities for our customers, employees, and the broader U.S. economy. By integrating two complementary networks, we believe the merged company will be positioned to deliver more efficient, reliable, and sustainable freight service across the nation. See Note 1 for additional information on the proposed transaction.
Our second-quarter performance reflected strong volume growth which led to overall improvements in our adjusted financial results. Higher fuel prices had a significant impact on both railway operating revenues and expenses in the quarter. Our year-over-year results were also impacted by the absence of insurance recoveries related to the Eastern Ohio incident and incremental merger-related expenses. For the second quarter, we achieved an operating ratio (a measure of the amount of operating revenues consumed by operating expenses) of 67.6%, and an adjusted operating ratio of 65.5% (see our non-GAAP reconciliations beginning on page 25). We remain committed to being a safe, productive, resilient, and efficient railroad with industry-competitive margins.
SUMMARIZED RESULTS OF OPERATIONS
Second Quarter First Six Months
2026 2025 % change 2026 2025 % change
($ in millions, except per share amounts)
Railway operating revenues $ 3,465 $ 3,110 11% $ 6,463 $ 6,103 6%
Railway operating expenses $ 2,341 $ 1,935 21% $ 4,462 $ 3,782 18%
Income from railway operations $ 1,124 $ 1,175 (4%) $ 2,001 $ 2,321 (14%)
Net income $ 734 $ 768 (4%) $ 1,281 $ 1,518 (16%)
Diluted earnings per share $ 3.26 $ 3.41 (4%) $ 5.69 $ 6.72 (15%)
Railway operating ratio (percent) 67.6 62.2 9% 69.0 62.0 11%
Income from railway operations, net income, and diluted earnings per share decreased in both periods, the result of higher railway operating expenses, primarily related to the absence of insurance recoveries related to the Eastern Ohio incident recognized in the prior year. Our financial results were further impacted by higher fuel prices, merger-related expenses, and inflation. These effects were partially offset by higher railway operating revenues, driven by increased average revenue per unit, primarily driven by higher fuel surcharge revenue, and increased volume.
The following tables adjust our GAAP financial results for the second quarters and first six months of 2026 and 2025 to exclude restructuring and other charges and the effects of the Incident. The adjusted results for the second quarter and first six months of 2026 also exclude merger-related expenses. The income tax effects of these 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 items. 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.
Non-GAAP Reconciliation for Second Quarter 2026
Reported (GAAP) Merger-Related Expenses Restructuring and Other Charges Eastern Ohio Incident Adjusted
(non-GAAP)
($ in millions, except per share amounts)
Railway operating expenses $ 2,341 $ (51) $ (6) $ (15) $ 2,269
Income from railway operations $ 1,124 $ 51 $ 6 $ 15 $ 1,196
Net income $ 734 $ 42 $ 5 $ 12 $ 793
Diluted earnings per share $ 3.26 $ 0.19 $ 0.02 $ 0.05 $ 3.52
Railway operating ratio (percent) 67.6 (1.5) (0.2) (0.4) 65.5
Non-GAAP Reconciliation for Second Quarter 2025
Reported (GAAP) Restructuring and Other Charges Eastern Ohio Incident Adjusted
(non-GAAP)
($ in millions, except per share amounts)
Railway operating expenses $ 1,935 $ (10) $ 47 $ 1,972
Income from railway operations $ 1,175 $ 10 $ (47) $ 1,138
Net income $ 768 $ 8 $ (35) $ 741
Diluted earnings per share $ 3.41 $ 0.04 $ (0.16) $ 3.29
Railway operating ratio (percent) 62.2 (0.3) 1.5 63.4
In the table below, references to the results for the second quarters of 2026 and 2025 and related comparisons use the adjusted, non-GAAP results from the reconciliations in the previous tables.
Adjusted (non-GAAP)
Second Quarter
2026 2025 % change
($ in millions, except per share amounts)
Railway operating expenses $ 2,269 $ 1,972 15%
Income from railway operations $ 1,196 $ 1,138 5%
Net income $ 793 $ 741 7%
Diluted earnings per share $ 3.52 $ 3.29 7%
Railway operating ratio (percent) 65.5 63.4 3%
Non-GAAP Reconciliation for First Six Months 2026
Reported (GAAP) Merger-Related Expenses Restructuring and Other Charges Eastern Ohio Incident Adjusted
(non-GAAP)
($ in millions, except per share amounts)
Railway operating expenses $ 4,462 $ (103) $ (6) $ (25) $ 4,328
Income from railway operations $ 2,001 $ 103 $ 6 $ 25 $ 2,135
Net income $ 1,281 $ 85 $ 5 $ 19 $ 1,390
Diluted earnings per share $ 5.69 $ 0.38 $ 0.02 $ 0.08 $ 6.17
Railway operating ratio (percent) 69.0 (1.6) (0.1) (0.3) 67.0
Non-GAAP Reconciliation for First Six Months 2025
Reported (GAAP) Restructuring and Other Charges Eastern Ohio Incident Adjusted
(non-GAAP)
($ in millions, except per share amounts)
Railway operating expenses $ 3,782 $ (10) $ 232 $ 4,004
Income from railway operations $ 2,321 $ 10 $ (232) $ 2,099
Net income $ 1,518 $ 8 $ (176) $ 1,350
Diluted earnings per share $ 6.72 $ 0.03 $ (0.78) $ 5.97
Railway operating ratio (percent) 62.0 (0.2) 3.8 65.6
In the table below, references to the results for the first six months of 2026 and 2025 and related comparisons use the adjusted, non-GAAP results from the reconciliations in the previous tables.
Adjusted (non-GAAP)
First Six Months
2026 2025 % change
($ in millions, except per share amounts)
Railway operating expenses $ 4,328 $ 4,004 8%
Income from railway operations $ 2,135 $ 2,099 2%
Net income $ 1,390 $ 1,350 3%
Diluted earnings per share $ 6.17 $ 5.97 3%
Railway operating ratio (percent) 67.0 65.6 2%
On an adjusted basis, income from railway operations increased in the second quarter and first six months due to higher railway operating revenues, driven by higher average revenue per unit, primarily driven by increased fuel surcharge revenue, and increased volume. Partially offsetting the increase in revenues were higher adjusted railway operating expenses, reflecting higher fuel prices and inflation.
DETAILED RESULTS OF OPERATIONS
Railway Operating Revenues
The following tables present a comparison of revenues ($ in millions), units (in thousands), and average revenue per unit ($ per unit) by commodity group.
Second Quarter First Six Months
Revenues 2026 2025 % change 2026 2025 % change
Merchandise:
Agriculture, forest and consumer products $ 673 $ 645 4% $ 1,298 $ 1,281 1%
Chemicals 646 546 18% 1,213 1,081 12%
Metals and construction 480 458 5% 893 872 2%
Automotive 334 323 3% 614 601 2%
Merchandise 2,133 1,972 8% 4,018 3,835 5%
Intermodal 908 743 22% 1,657 1,503 10%
Coal 424 395 7% 788 765 3%
Total $ 3,465 $ 3,110 11% $ 6,463 $ 6,103 6%
Units
Merchandise:
Agriculture, forest and consumer products 184.3 186.4 (1%) 365.6 370.0 (1%)
Chemicals 153.6 139.1 10% 295.0 271.1 9%
Metals and construction 169.0 171.1 (1%) 314.5 319.4 (2%)
Automotive 103.8 104.0 -% 193.4 192.3 1%
Merchandise 610.7 600.6 2% 1,168.5 1,152.8 1%
Intermodal 1,064.1 1,010.9 5% 2,044.7 2,033.8 1%
Coal 187.3 181.7 3% 366.1 346.4 6%
Total 1,862.1 1,793.2 4% 3,579.3 3,533.0 1%
Revenue per Unit
Merchandise:
Agriculture, forest and consumer products $ 3,655 $ 3,456 6% $ 3,551 $ 3,461 3%
Chemicals 4,206 3,927 7% 4,111 3,987 3%
Metals and construction 2,837 2,676 6% 2,839 2,729 4%
Automotive 3,220 3,104 4% 3,176 3,126 2%
Merchandise 3,493 3,282 6% 3,439 3,326 3%
Intermodal 853 735 16% 810 739 10%
Coal 2,264 2,173 4% 2,152 2,209 (3%)
Total 1,861 1,734 7% 1,806 1,727 5%
Railway operating revenues increased $355 million and $360 million in the second quarter and first six months, respectively. The table below reflects the components of the revenue change by major commodity group ($ in millions).
Second Quarter First Six Months
Merchandise Intermodal Coal Merchandise Intermodal Coal
Increase (Decrease)
Volume $ 33 $ 39 $ 12 $ 52 $ 8 $ 44
Fuel surcharge revenue 76 123 13 79 127 14
Rate, mix and other 52 3 4 52 19 (35)
Total $ 161 $ 165 $ 29 $ 183 $ 154 $ 23
Approximately 95% of our revenue base is covered by contracts that include negotiated fuel surcharges. Revenues associated with these surcharges totaled $415 million and $203 million in the second quarters of 2026 and 2025, respectively, and $625 million and $405 million for the first six months of 2026 and 2025, respectively. Fuel surcharge revenues for the remainder of the year are expected to increase compared to the prior year based on current fuel commodity prices.
Merchandise
Merchandise revenues were higher in both periods due to increased average revenue per unit, driven by increased fuel surcharge revenue and pricing, and higher volume.
Agriculture, forest and consumer products volume declined in both periods, primarily due to lower corn shipments, partially offset by higher ethanol shipments. Corn volume declined due to reduced shipments to the Southeast compared to the prior year, while ethanol volume benefited from increased demand.
Chemicals volume rose in both periods primarily due to higher shipments of natural gas liquids, sand, and petroleum products. Natural gas liquids and petroleum products volume rose due to increased domestic and export demand, while sand shipments increased due to strong demand to support natural gas drilling.
Metals and construction volume decreased in both periods primarily driven by lower aggregate shipments as a result of idled customer facilities, partially offset by increased cement and coil shipments due to increased demand.
Automotive volume was flat in the second quarter but increased in the first six months driven by growth with existing customers, with offsetting impacts driven by production downtime and model discontinuations for certain manufacturers.
Intermodal
Intermodal revenues were higher in both periods due to increased average revenue per unit, driven by increased fuel surcharge revenue and pricing, and higher volume.
Intermodal units (in thousands) by market were as follows:
Second Quarter First Six Months
2026 2025 % change 2026 2025 % change
Domestic 668.9 603.1 11% 1,272.7 1,211.9 5 %
International 395.2 407.8 (3%) 772.0 821.9 (6 %)
Total 1,064.1 1,010.9 5% 2,044.7 2,033.8 1 %
Domestic volume increased in both periods as a result of an increase in freight demand and constrained truck capacity. International volume declined in both periods as the prior year benefited from elevated volume related to anticipated tariff changes.
Coal
Coal revenues increased in both periods due to higher volumes and increased fuel surcharge revenue. The increase for the first six months was partially offset by reduced pricing.
Coal tonnage (in thousands) by market was as follows:
Second Quarter First Six Months
2026 2025 % change 2026 2025 % change
Utility 8,577 9,296 (8%) 17,894 16,608 8%
Export 9,349 7,504 25% 17,575 15,764 11%
Domestic metallurgical 2,333 2,742 (15%) 4,061 4,827 (16%)
Industrial 928 875 6% 1,829 1,735 5%
Total 21,187 20,417 4% 41,359 38,934 6%
Utility tonnage decreased in the second quarter but increased for the first six months. The decline in the second quarter was primarily due to increased natural gas and renewables production. The increase for the first six months was driven by higher natural gas prices and restocking of customer inventories. Export tonnage increased in both periods due to increased global demand for export thermal coal volumes driven by higher coal production and supportive seaborne coal pricing. Domestic metallurgical tonnage decreased in both periods due to idled customer facilities and reduced equipment availability. Industrial coal tonnage increased in both periods as a result of increased demand.
Railway Operating Expenses
Railway operating expenses summarized by major classifications follow ($ in millions):
Second Quarter First Six Months
2026 2025 % change 2026 2025 % change
Compensation and benefits $ 744 $ 692 8% $ 1,484 $ 1,431 4%
Purchased services 435 409 6% 853 810 5%
Equipment rents 115 111 4% 219 208 5%
Fuel 405 219 85% 661 463 43%
Depreciation 358 346 3% 710 692 3%
Materials 113 98 15% 207 198 5%
Claims 69 59 17% 122 125 (2%)
Other 30 38 (21%) 72 77 (6%)
Merger-related expenses 51 - 103 -
Restructuring and other charges 6 10 (40%) 6 10 (40%)
Eastern Ohio incident 15 (47) 132% 25 (232) 111%
Total $ 2,341 $ 1,935 21% $ 4,462 $ 3,782 18%
Compensation and benefits expense increased in both periods as follows:
•pay rates (up $22 million for the quarter and $43 million for the first six months),
•incentive and stock-based compensation (up $20 million for the quarter but down $4 million for the first six months),
•overtime (up $6 million for both the quarter and first six months),
•health and welfare benefits (up $5 million for the quarter and $12 million for the first six months),
•employee activity levels (down $1 million for the quarter and $12 million for the first six months), and
•other (up $8 million for the first six months).
Average rail headcount for the quarter was down by approximately 320 compared with the second quarter of 2025.
Purchased services includes the costs of services purchased from external vendors and contractors, including the net costs of operating joint facilities with other railroads. Expense increased in both periods primarily due to higher technology-related costs, elevated expenses associated with intermodal and automotive operations, and increased Conrail expenses.
Equipment rents, which includes our cost of using equipment (mostly freight cars) owned by other railroads or private owners less the rent paid to us for the use of our equipment, increased in both periods primarily due to higher time and mileage expense. The first six months also contained higher automotive equipment expenses driven by higher volumes as well as lower earnings from our investment in TTX.
Fuel expense, which includes the cost of locomotive fuel as well as other fuel used in railway operations, increased in both periods due to higher locomotive fuel prices. We expect fuel expense for the remainder of the year to increase compared to the prior year based on current fuel commodity prices.
Depreciation expense increased in both periods due to a higher asset base.
Materials expense increased in both periods primarily due to higher locomotive maintenance costs.
Claims expense includes costs related to personal injury, property damage, and environmental matters. Claims expense increased in the second quarter but decreased for the first six months. The increase in the second quarter was primarily due to higher accident-related costs and the absence of a cost recovery settlement, partially offset by lower expenses related to personal injury case development. The decrease for the first six months reflected lower expenses related to personal injury case development, partially offset by the absence of a favorable third-party settlement and higher accident-related costs.
Other expense decreased in both periods primarily due to lower allowances for losses and increased insurance recoveries not related to the Incident, partially offset by lower gains from operating property sales. Gains from the sales of operating property totaled $1 million and $34 million in the second quarter of 2026 and 2025, respectively, and $18 million and $57 million in the first six months of 2026 and 2025, respectively.
Merger-related expenses in 2026 primarily relate to costs associated with employee retention agreements, third-party advisor fees, and legal fees that totaled $51 million in the second quarter and $103 million for the first six months.
Restructuring and other charges were $6 million in 2026 related to severance costs associated with organizational changes. During 2025, we recorded $10 million in expenses primarily related to the restructuring of certain technology functions.
Eastern Ohio incident expenses were $15 million in the second quarter of 2026, whereas recoveries exceeded additional Incident-related expenses by $47 million in the second quarter of 2025. For the first six months of 2026, we incurred expenses of $25 million for costs associated with the Incident, whereas recoveries exceeded additional Incident-related expenses by $232 million for the first six months of 2025. Cash payments attributable to the Incident were $322 million during the first six months of 2026, while insurance recoveries collected exceeded payments by $234 million during the first six months of 2025, which are presented in "Net cash provided by operating activities" on the Consolidated Statements of Cash Flows. For further details regarding the Incident, see Note 13.
Other income - net
Other income - net increased $8 million in the second quarter and $12 million for the first six months primarily due to higher pension and postretirement benefits, partially offset by lower returns on COLI.
Income taxes
The effective tax rate for the second quarter and first six months of 2026 was 23.5% for both periods, as compared with 23.0% and 23.2%, respectively, for the same periods last year. The increase over prior year is primarily due to non-deductible merger-related expenses.
FINANCIAL CONDITION AND LIQUIDITY
Cash provided by operating activities, our principal source of liquidity, was $1.4 billion for the first six months of 2026, compared with $2.0 billion for the same period of 2025. The decrease was driven by higher cash payments related to the Incident. We had negative working capital of $569 million and $577 million at June 30, 2026 and December 31, 2025, respectively. Cash and cash equivalents totaled $1.1 billion and $1.5 billion at June 30, 2026 and December 31, 2025, respectively.
Cash used in investing activities was $629 million for the first six months of 2026, compared with $1.4 billion for the same period last year. The decrease was driven by the absence of COLI loan repayments that occurred in 2025,
coupled with lower property additions and higher proceeds from property sales and other transactions in the current year.
Cash used in financing activities was $1.2 billion for the first six months of 2026, compared with $930 million for the same period last year. The increase reflects lower proceeds from borrowing and higher debt repayments, partially offset by lower repurchases of Common Stock. We did not repurchase any Common Stock during the first six months of 2026, while we repurchased $456 million during the same period last year. As of June 30, 2026, $6.3 billion remains authorized by our Board of Directors for repurchase. With limited exceptions, the Merger Agreement prohibits the Company from repurchasing shares of its common stock without approval by Union Pacific. As a result, the Company has suspended share repurchase activities.
In April 2026, we entered into a non-cancellable finance lease of an office building in replacement of a previous operating lease. The lease term is for five years and includes options to renew, purchase, or sell the building at the end of the lease. We recorded a right-of-use asset of $117 million and a finance lease liability of $115 million, based on the initial five-year term. The lease contains a residual value guarantee of approximately $499 million for the total construction cost of the building. We determined no amounts are probable of being owed under the guarantee and, as such, were not included in the measurement of the finance lease liability.
In May 2026, we renewed our accounts receivable securitization program with a maximum borrowing capacity of $400 million. Amounts under our accounts receivable securitization program are borrowed and repaid from time to time in the ordinary course for general corporate and cash management purposes. The term of our accounts receivable securitization program expires in May 2027. We had no amounts outstanding under this program and our available borrowing capacity was $400 million at June 30, 2026 and $397 million at December 31, 2025.
We have in place an $800 million credit agreement. The agreement expires in January 2029, and provides for borrowings at prevailing rates and includes covenants. We had no amounts outstanding under this facility at either June 30, 2026 or December 31, 2025, and we are in compliance with all of its covenants.
We have in place an agreement that provides us the ability to issue up to $800 million of unsecured commercial paper and is backed by our credit agreement. The unsecured short-term commercial paper program provides for borrowing at prevailing rates and includes covenants. At both June 30, 2026 and December 31, 2025, we had no outstanding commercial paper, and we are in compliance with all of its covenants.
In addition, we have investments in general purpose COLI policies and have the ability to borrow against these policies. We had no amounts borrowed against these policies at June 30, 2026 and December 31, 2025. Our remaining borrowing capacity was approximately $590 million and $595 million at June 30, 2026 and December 31, 2025, respectively.
Our debt-to-total capitalization ratio was 50.6% at June 30, 2026 and 52.4% at December 31, 2025. We expect cash on hand combined with cash provided by operating activities will be sufficient to meet our ongoing obligations. In addition, we believe our currently-available borrowing capacity, access to additional financing, ability to reduce shareholder distributions, and ability to moderate or defer property additions provide additional flexibility to meet our ongoing obligations in the short- and long-term, subject to certain restrictions on incurring additional indebtedness under the Merger Agreement. There have been no material changes to the information on future contractual obligations, including those that may have material cash requirements, contained in our Form 10-K for the year ended December 31, 2025, with the exception of approximately $300 million of additional unconditional purchase obligations, which extend through 2030.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These
estimates and assumptions may require judgment about matters that are inherently uncertain, and future events are likely to occur that may require us to make changes to these estimates and assumptions. Accordingly, we regularly review these estimates and assumptions based on historical experience, changes in the business environment, and other factors we believe to be reasonable under the circumstances. There have been no significant changes to the critical accounting estimates contained in our Form 10-K at December 31, 2025.
OTHER MATTERS
Labor Agreements
Approximately 80% of our railroad employees are covered by collective bargaining agreements with various labor unions. Pursuant to the RLA, these agreements remain in effect until new agreements are reached, or until the bargaining procedures mandated by the RLA are completed. Moratorium provisions in the labor agreements govern when the railroads and unions may propose changes to the agreements. We largely bargain nationally in concert with other major railroads, represented by the NCCC.
Under moratorium provisions from the last round of negotiations, neither party was permitted to serve notice to compel a new round of mandatory collective bargaining until November 1, 2024. Since that date, Norfolk Southern, or the NCCC acting on behalf of Norfolk Southern, has engaged in discussions and reached ratified agreements with all of our labor unions.
Moratorium clauses in these new ratified agreements foreclose the parties from serving further notices to compel mandatory bargaining until November 1, 2029. During this period, self-help against Norfolk Southern (e.g., a strike or other work stoppage) related to the mandatory collective-bargaining process is prohibited by law.
Inflation
In preparing financial statements, GAAP requires the use of historical cost that disregards the effects of inflation on the replacement cost of property. As a capital-intensive company, we have most of our capital invested in long-lived assets. The replacement cost of these assets, as well as the related depreciation expense, would be substantially greater than the amounts reported on the basis of historical cost.
FORWARD-LOOKING STATEMENTS
Certain statements in this report, including in Management's Discussion and Analysis of Financial Condition and Results of Operations, 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 can be identified by terminology such as "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "project," "consider," "predict," "potential," "feel," or other comparable terminology. We have based these forward-looking statements on our current expectations, assumptions, estimates, beliefs, and projections. While we believe these expectations, assumptions, estimates, beliefs, and projections are 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 our control. The following important factors, including those discussed under "Risk Factors" in our latest Form 10-K as well as our subsequent filings
with the Securities and Exchange Commission, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements:
•changes in domestic or international economic, political or business conditions, including those impacting the transportation industry;
•our ability to successfully implement our operational, productivity, and strategic initiatives;
•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;
•the outcome of claims, litigation, governmental proceedings, and investigations involving the Company, including but not limited to the Incident Proceedings;
•new or additional governmental regulation and/or operational changes resulting from or related to the Incident or the Incident Proceedings;
•a significant cybersecurity incident or other disruption to our technology infrastructure;
•our ability to complete the merger with Union Pacific;
•the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the Company or Union Pacific to terminate the Merger Agreement;
•the possibility that the merger does not close when expected or at all because the required Surface Transportation Board review and approval, or other approvals and other conditions to close are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the merger);
•the risk that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth from the merger, or that such benefits may take longer to realize or be more costly to achieve than expected;
•disruption to the Company's business as a result of the announcement and pendency of the merger, including the restrictions contained in the Merger Agreement on the ability of the Company to operate its business outside the ordinary course during the pendency of the merger;
•the diversion of the Company's management's attention and time from ongoing business operations and opportunities on merger-related items;
•the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; and
•the reputational risk and adverse reactions of 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, including those resulting from the announcement or completion of the merger.
The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Additional Information
Investors and others should note that we routinely use the Investor Relations, Performance Metrics, and Sustainability sections of our website (norfolksouthern.investorroom.com/key-investor-information, norfolksouthern.investorroom.com/weekly-performance-reports & norfolksouthern.com/sustainability) to post presentations to investors and other important information, including information that may be deemed material to investors. Information about us, including information that may be deemed material, may also be announced by posts on our social media channels, including X (formerly known as Twitter) (x.com/nscorp) and LinkedIn (www.linkedin.com/company/norfolk-southern). We may also use our website and social media channels for the purpose of complying with our disclosure obligations under Regulation FD. As a result, we encourage investors, the media, and others interested in Norfolk Southern to review the information posted on our website and social media channels. The information posted on our website and social media channels is not incorporated by reference in this Quarterly Report on Form 10-Q.
NS - Norfolk Southern Corporation published this content on July 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 23, 2026 at 15:35 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]