NS - Norfolk Southern Corporation

10/22/2026 | Press release | Distributed by Public on 10/22/2026 11:06

Quarterly Report for Quarter Ending September 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 along 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 performance in the third quarter reflected revenue growth that drove an increase in earnings. Higher fuel prices significantly impacted both railway operating revenues and expenses in the quarter. Our financial results were further impacted by lower gains from property sales, the absence of insurance recoveries related to the Eastern Ohio incident, and higher merger-related expenses. For the third quarter, we achieved an operating ratio (a measure of the amount of operating revenues consumed by operating expenses) of 67.4%, and an adjusted operating ratio of 65.4% (see our non-GAAP reconciliations beginning on page 26). We remain committed to being a safe, productive, resilient, and efficient railroad with industry-competitive margins.
SUMMARIZED RESULTS OF OPERATIONS
Third Quarter First Nine Months
2026 2025 % change 2026 2025 % change
($ in millions, except per share amounts)
Railway operating revenues $ 3,526 $ 3,103 14% $ 9,989 $ 9,206 9%
Railway operating expenses $ 2,376 $ 2,005 19% $ 6,838 $ 5,787 18%
Income from railway operations $ 1,150 $ 1,098 5% $ 3,151 $ 3,419 (8%)
Net income $ 759 $ 711 7% $ 2,040 $ 2,229 (8%)
Diluted earnings per share $ 3.37 $ 3.16 7% $ 9.06 $ 9.88 (8%)
Railway operating ratio (percent) 67.4 64.6 4% 68.5 62.9 9%
Income from railway operations, net income, and diluted earnings per share increased in the third quarter but decreased for the first nine months. Railway operating revenues were higher in both periods, driven by increased average revenue per unit, reflecting higher fuel surcharge revenue, and increased volume. Railway operating expenses increased in both periods, reflecting inflationary pressures inclusive of higher fuel costs, increased merger-related expenses, and lower gains from property sales. The absence of insurance recoveries related to the Eastern Ohio incident recognized in 2025 influenced both periods and significantly contributed to the decline in income from railway operations, net income, and diluted earnings per share for the first nine months of 2026.
The following tables adjust our GAAP financial results for the third quarters and first nine months of 2026 and 2025 to exclude merger-related expenses and the overall impact on operating expenses resulting from costs and
recoveries associated with the Incident. The adjusted results for the third quarter of 2025 and first nine months of 2026 and 2025 also exclude restructuring and other charges. 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 Third Quarter 2026
Reported (GAAP) Merger-Related Expenses Eastern Ohio Incident Adjusted
(non-GAAP)
($ in millions, except per share amounts)
Railway operating expenses $ 2,376 $ (42) $ (28) $ 2,306
Income from railway operations $ 1,150 $ 42 $ 28 $ 1,220
Net income $ 759 $ 35 $ 21 $ 815
Diluted earnings per share $ 3.37 $ 0.16 $ 0.09 $ 3.62
Railway operating ratio (percent) 67.4 (1.2) (0.8) 65.4
Non-GAAP Reconciliation for Third Quarter 2025
Reported (GAAP) Merger - Related Expenses Restructuring and Other Charges Eastern Ohio Incident Adjusted
(non-GAAP)
($ in millions, except per share amounts)
Railway operating expenses $ 2,005 $ (15) $ (12) $ (13) $ 1,965
Income from railway operations $ 1,098 $ 15 $ 12 $ 13 $ 1,138
Net income $ 711 $ 11 $ 9 $ 10 $ 741
Diluted earnings per share $ 3.16 $ 0.05 $ 0.04 $ 0.05 $ 3.30
Railway operating ratio (percent) 64.6 (0.5) (0.4) (0.4) 63.3
In the table below, references to the results for the third quarters of 2026 and 2025 and related comparisons use the adjusted, non-GAAP results from the reconciliations in the previous tables.
Adjusted (non-GAAP)
Third Quarter
2026 2025 % change
($ in millions, except per share amounts)
Railway operating expenses $ 2,306 $ 1,965 17%
Income from railway operations $ 1,220 $ 1,138 7%
Net income $ 815 $ 741 10%
Diluted earnings per share $ 3.62 $ 3.30 10%
Railway operating ratio (percent) 65.4 63.3 3%
Non-GAAP Reconciliation for First Nine 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 $ 6,838 $ (145) $ (6) $ (53) $ 6,634
Income from railway operations $ 3,151 $ 145 $ 6 $ 53 $ 3,355
Net income $ 2,040 $ 120 $ 5 $ 40 $ 2,205
Diluted earnings per share $ 9.06 $ 0.53 $ 0.02 $ 0.18 $ 9.79
Railway operating ratio (percent) 68.5 (1.5) (0.1) (0.5) 66.4
Non-GAAP Reconciliation for First Nine Months 2025
Reported (GAAP) Merger - Related Expenses Restructuring and Other Charges Eastern Ohio Incident Adjusted
(non-GAAP)
($ in millions, except per share amounts)
Railway operating expenses $ 5,787 $ (15) $ (22) $ 219 $ 5,969
Income from railway operations $ 3,419 $ 15 $ 22 $ (219) $ 3,237
Net income $ 2,229 $ 11 $ 17 $ (166) $ 2,091
Diluted earnings per share $ 9.88 $ 0.05 $ 0.07 $ (0.73) $ 9.27
Railway operating ratio (percent) 62.9 (0.2) (0.3) 2.4 64.8
In the table below, references to the results for the first nine 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 Nine Months
2026 2025 % change
($ in millions, except per share amounts)
Railway operating expenses $ 6,634 $ 5,969 11%
Income from railway operations $ 3,355 $ 3,237 4%
Net income $ 2,205 $ 2,091 5%
Diluted earnings per share $ 9.79 $ 9.27 6%
Railway operating ratio (percent) 66.4 64.8 2%
On an adjusted basis, income from railway operations, net income, and diluted earnings per share increased in the third quarter and first nine 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, inflation, and lower gains from property sales.
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.
Third Quarter First Nine Months
Revenues 2026 2025 % change 2026 2025 % change
Merchandise:
Agriculture, forest and consumer products $ 696 $ 630 10% $ 1,994 $ 1,911 4%
Chemicals 658 569 16% 1,871 1,650 13%
Metals and construction 516 448 15% 1,409 1,320 7%
Automotive 318 322 (1%) 932 923 1%
Merchandise 2,188 1,969 11% 6,206 5,804 7%
Intermodal 919 759 21% 2,576 2,262 14%
Coal 419 375 12% 1,207 1,140 6%
Total $ 3,526 $ 3,103 14% $ 9,989 $ 9,206 9%
Units
Merchandise:
Agriculture, forest and consumer products 186.7 182.5 2% 552.3 552.5 -%
Chemicals 154.0 141.3 9% 449.0 412.4 9%
Metals and construction 175.4 168.0 4% 489.9 487.4 1%
Automotive 95.4 103.3 (8%) 288.8 295.6 (2%)
Merchandise 611.5 595.1 3% 1,780.0 1,747.9 2%
Intermodal 1,060.6 1,032.1 3% 3,105.3 3,065.9 1%
Coal 181.4 176.7 3% 547.5 523.1 5%
Total 1,853.5 1,803.9 3% 5,432.8 5,336.9 2%
Revenue per Unit
Merchandise:
Agriculture, forest and consumer products $ 3,728 $ 3,453 8% $ 3,611 $ 3,458 4%
Chemicals 4,277 4,028 6% 4,168 4,001 4%
Metals and construction 2,944 2,672 10% 2,876 2,710 6%
Automotive 3,325 3,115 7% 3,225 3,122 3%
Merchandise 3,579 3,310 8% 3,487 3,321 5%
Intermodal 866 735 18% 829 738 12%
Coal 2,311 2,120 9% 2,205 2,179 1%
Total 1,902 1,721 11% 1,839 1,725 7%
Railway operating revenues increased $423 million and $783 million in the third quarter and first nine months, respectively. The table below reflects the components of the revenue change by major commodity group ($ in millions).
Third Quarter First Nine Months
Merchandise Intermodal Coal Merchandise Intermodal Coal
Increase (Decrease)
Volume $ 54 $ 21 $ 10 $ 107 $ 29 $ 53
Fuel surcharge revenue 119 114 27 198 241 41
Rate, mix and other 46 25 7 97 44 (27)
Total $ 219 $ 160 $ 44 $ 402 $ 314 $ 67
Approximately 95% of our revenue base is covered by contracts that include negotiated fuel surcharges. Revenues associated with these surcharges totaled $468 million and $208 million in the third quarters of 2026 and 2025, respectively, and $1.1 billion and $613 million for the first nine 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 increased in the third quarter and was flat for the first nine months. Ethanol shipments increased in both periods due to increased demand. Corn shipments increased in the third quarter as depleted local grain supplies in the Southeast increased demand for rail transportation. Corn shipments decreased for the first nine months, primarily due to reduced shipments to the Southeast during the first half of the year.
Chemicals volume rose in both periods primarily due to higher shipments of sand, natural gas liquids, and petroleum products. Sand and petroleum products shipments increased due to strong demand to support natural gas drilling, while natural gas liquids volume rose due to increased domestic and export demand.
Metals and construction volume increased in both periods primarily driven by increased cement, steel coil, and scrap metal shipments due to increased demand, partially offset by lower aggregate shipments as a result of idled customer facilities.
Automotive volume declined in both periods driven by supply chain constraints, unplanned 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:
Third Quarter First Nine Months
2026 2025 % change 2026 2025 % change
Domestic 678.7 616.7 10% 1,951.4 1,828.6 7 %
International 381.9 415.4 (8%) 1,153.9 1,237.3 (7 %)
Total 1,060.6 1,032.1 3% 3,105.3 3,065.9 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 due to lower volumes through East Coast ports as a result of congestion at Asian ports and ocean carriers redeploying capacity to West Coast ports.
Coal
Coal revenues increased in both periods due to increased average revenue per unit, driven by increased fuel surcharge revenue, and higher volume. The increase for the first nine months was partially offset by reduced pricing.
Coal tonnage (in thousands) by market was as follows:
Third Quarter First Nine Months
2026 2025 % change 2026 2025 % change
Utility 8,554 8,735 (2%) 26,448 25,343 4%
Export 8,184 7,434 10% 25,759 23,198 11%
Domestic metallurgical 2,450 2,661 (8%) 6,511 7,488 (13%)
Industrial 1,259 977 29% 3,088 2,712 14%
Total 20,447 19,807 3% 61,806 58,741 5%
Utility tonnage decreased in the third quarter but increased for the first nine months. The third quarter decline was primarily due to customer plant outages and service disruptions. The increase for the first nine months was driven by higher winter natural gas prices and restocking of customer inventories earlier in the year. Export tonnage increased in both periods due to increased metallurgical coal production and supportive seaborne coal pricing. Domestic metallurgical tonnage decreased in both periods due to idled customer facilities. Industrial coal tonnage increased in both periods as a result of increased market share.
Railway Operating Expenses
Railway operating expenses summarized by major classifications follow ($ in millions):
Third Quarter First Nine Months
2026 2025 % change 2026 2025 % change
Compensation and benefits $ 753 $ 738 2% $ 2,237 $ 2,169 3%
Purchased services 433 414 5% 1,286 1,224 5%
Equipment rents 113 105 8% 332 313 6%
Fuel 420 237 77% 1,081 700 54%
Depreciation 363 348 4% 1,073 1,040 3%
Materials 111 104 7% 318 302 5%
Claims 87 75 16% 209 200 5%
Other 26 (32) 181% 98 45 118%
Merger-related expenses 42 15 180% 145 15 867%
Restructuring and other charges - 12 (100%) 6 22 (73%)
Eastern Ohio incident 28 (11) 355% 53 (243) 122%
Total $ 2,376 $ 2,005 19% $ 6,838 $ 5,787 18%
Compensation and benefits expense increased in both periods as follows:
•pay rates (up $23 million for the quarter and $66 million for the first nine months),
•health and welfare benefits (up $6 million for the quarter and $18 million for the first nine months),
•overtime (up $6 million for the quarter and $12 million for the first nine months),
•incentive and stock-based compensation (down $7 million for the quarter and $11 million for the first nine months),
•employee activity levels (down $3 million for the quarter and $15 million for the first nine months), and
•other (down $10 million for the quarter and $2 million for the first nine months).
Average rail headcount for the quarter was down by 160 compared with the third 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 and increased expenses associated with intermodal operations.
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 short-term locomotive resource costs and greater time-and-mileage expense.
Fuel expense, which includes the cost of locomotive fuel as well as other fuel used in railway operations, increased in both periods primarily 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 and intermodal materials cost.
Claims expense includes costs related to personal injury, property damage, and environmental matters. Claims expense increased in both periods. The increase in the third quarter was primarily due to higher personal injury expenses and accident-related costs. The increase for the first nine months reflected higher accident-related costs and the absence of a prior year favorable third-party settlement, partially offset by lower expenses related to personal injury case development.
Other expense increased in both periods primarily due to lower gains from operating property sales, partially offset by insurance recoveries unrelated to the Incident. The increase for the first nine months was also partially offset by lower allowances for losses. Gains from the sales of operating property totaled $1 million and $85 million in the third quarter of 2026 and 2025, respectively, and $19 million and $142 million for the first nine months of 2026 and 2025, respectively.
Merger-related expenses primarily relate to costs associated with employee retention agreements, third-party advisor fees, and legal fees that totaled $42 million and $15 million in the third quarters of 2026 and 2025, respectively, and $145 million and $15 million for the first nine months of 2026 and 2025, respectively.
Restructuring and other charges were $6 million in 2026 related to severance costs associated with organizational changes. During 2025, we recorded expenses of $12 million in the third quarter and $22 million for the first nine months, primarily related to the rationalization of certain software development projects and the restructuring of certain technology functions.
Eastern Ohio incident expenses were $28 million in the third quarter of 2026, whereas recoveries exceeded additional Incident-related expenses by $11 million in the third quarter of 2025. For the first nine months of 2026, we incurred expenses of $53 million for costs associated with the Incident, whereas recoveries exceeded additional Incident-related expenses by $243 million for the first nine months of 2025. Cash payments attributable to the Incident were $345 million during the first nine months of 2026, while insurance recoveries collected exceeded payments by $227 million during the first nine 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 $7 million in the third quarter and $19 million for the first nine months primarily due to higher pension and postretirement benefits, partially offset by lower returns on COLI.
Income taxes
The effective tax rate for the third quarter and first nine months of 2026 was 23.1% and 23.3%, respectively, compared with 23.1% for both periods in 2025.
FINANCIAL CONDITION AND LIQUIDITY
Cash provided by operating activities, our principal source of liquidity, was $2.7 billion for the first nine months of 2026, compared with $3.3 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 $356 million and $577 million at September 30, 2026 and December 31, 2025, respectively. Cash and cash equivalents totaled $1.6 billion and $1.5 billion at September 30, 2026 and December 31, 2025, respectively.
Cash used in investing activities was $1.1 billion for the first nine months of 2026, compared with $1.9 billion for the same period last year. The decrease was driven by the absence of COLI loan repayments that occurred in 2025, coupled with higher proceeds from property sales and other transactions and lower property additions in the current year. For 2026, we expect property additions to approximate $2.1 billion.
Cash used in financing activities was $1.5 billion for the first nine months of 2026, compared with $1.6 billion for the same period last year. The decrease reflects lower repurchases of Common Stock, partially offset by lower proceeds from borrowing and higher debt repayments. We did not repurchase any Common Stock during the first nine months of 2026, while we repurchased $534 million during the same period last year. As of September 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 for 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 September 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 September 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 September 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 September 30, 2026 and December 31, 2025. Our remaining borrowing capacity was approximately $575 million and $595 million at September 30, 2026 and December 31, 2025, respectively.
Our debt-to-total capitalization ratio was 49.8% at September 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 or defined 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 October 22, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 22, 2026 at 17:06 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]