NSC · 10-K filed 9 Feb 2026 · year to 31 Dec 2025

Norfolk Southern

24 named things its latest annual report says its results depend on, each in the company's own words. 11 of them are also named by other companies we've read.

Read the filing on SEC.gov ↗

Customers

Coal-fired power plants

earns from · 18 coal-fired power plants

Our coal franchise supports the electric generation market, directly serving 18 coal-fired power plants, as well as the export, domestic metallurgical, and industrial markets, primarily through direct rail and river, lake, and coastal facilities, including various terminals on the Ohio River, at Lamberts Point in Norfolk, Virginia, at the Port of Baltimore, at McDuffie Coal Terminal in Mobile, AL, and on Lake Erie.Business (Item 1)

Suppliers

Locomotive and rolling stock suppliers

depends onnamed as a risk

As a result, we are dependent on certain key suppliers and manufacturers of locomotive and railroad items.Risk factors (Item 1A)

Insurance market (limited number of insurers)

depends onnamed as a risk

We have obtained insurance for potential losses for third-party liability and first-party property damages; however, insurance is available from a limited number of insurers and may not continue to be available or, if available, may not be obtainable on terms acceptable to us.Risk factors (Item 1A)

Partners and platforms

Connecting carriers (shortlines and regional railroads)

depends onnamed as a risk

Deterioration in the supply chain or service provided by connecting carriers, or in our relationship with those connecting carriers, could result in our inability to meet our customers’ demands or require us to use alternate train routes, which could result in significant additional costs and network inefficiencies.Risk factors (Item 1A)

North Carolina Railroad Company

depends on

The miles operated, which include an exclusive operating agreement for trackage rights over property owned by North Carolina Railroad Company, were as follows:Business (Item 1)

Amtrak

operates in

We operate freight service over lines with ongoing Amtrak and commuter passenger operations, including trackage owned or leased by Amtrak, New Jersey Transit, Southeastern Pennsylvania Transportation Authority, Metro-North Commuter Railroad Company, Virginia Passenger Rail Authority (VPRA), and the Michigan Department of Transportation.Business (Item 1)

Other companies

Labor unions (collective bargaining agreements)

depends on · Approximately 80% of our railroad employeesnamed as a risk

Approximately 80% of our railroad employees are covered by collective bargaining agreements with various labor unions.Risk factors (Item 1A)

Also named by ECG, EME, HCA, JLL, LUV, MAR, NYT, SGI and 2 more

Union Pacific Corporation

$2.5 billionnamed as a risk

Additionally, if the Merger Agreement is terminated under specific circumstances, either we or Union Pacific are required to pay a termination fee of $2.5 billion.Business (Item 1)

Competitors

CSX Corporation

competes with

Our primary rail competitor is CSX Corporation (CSX); both we and CSX operate throughout much of the same territory.Business (Item 1)

Also named by CP

Hazards

Severe weather (hurricanes, floods)

operates innamed as a risk

Severe weather and disasters have caused, and could again cause, significant business interruptions and expenditures.Risk factors (Item 1A)

Also named by BALL, DAL, DTE, EVRG, EXP, FE, OGE, WPC

Hazardous materials transport (common carrier obligation)

named as a risk

As a common carrier by rail, we must offer to transport hazardous materials, which exposes us to significant costs and claims.Risk factors (Item 1A)

Also named by BRK/B

East Palestine, Ohio derailment (Eastern Ohio Incident)

named as a risk

The costs, liabilities, fines, penalties, and/or financial impact resulting from or related to the Incident or the Incident Proceedings have been significant to date, may exceed expected or accrued amounts, and have and can be expected to continue to negatively affect our financial results.Risk factors (Item 1A)

Commodities and inputs

Diesel fuel

exposed to its price · approximately 366 million gallonsnamed as a risk

We consumed approximately 366 million gallons of diesel fuel in 2025.Risk factors (Item 1A)

Also named by ADM, BLDR, BTU, CAH, CHD, CHRW, COST, CP and 43 more

Coal

earns from · 12% of our total railway operating revenues

Coal revenues accounted for 12% of our total railway operating revenues in 2025.Business (Item 1)

Also named by AA, AEE, AEP, AES, ARLP, BKH, BRK/B, CNP and 19 more

Merchandise freight

earns from · 63% of our total railway operating revenues

In 2025, we handled 2.3 million merchandise carloads, which accounted for 63% of our total railway operating revenues.Business (Item 1)

Also named by CSX

Intermodal freight

earns from · 25% of our total railway operating revenues

In 2025, we handled 4.1 million intermodal units, which accounted for 25% of our total railway operating revenues.Business (Item 1)

Also named by CSX

Regulators

U.S. Coast Guard Maritime Security Regulations

subject to · four facilities

We also operate four facilities that are under U.S. Coast Guard (USCG) Maritime Security Regulations.Business (Item 1)

U.S. Surface Transportation Board (STB)

subject tonamed as a risk

Before the Mergers may be completed, the requisite regulatory approvals must have been obtained, including STB approval.Risk factors (Item 1A)

Also named by BRK/B, CP, CSX, L, SUN, SUNC, UNP

Federal Railroad Administration (FRA)

subject tonamed as a risk

Additional or updated safety, security, or cybersecurity regulation by Congress, the DOT, or DHS could have a negative impact on our business and the efficiency, conduct, or complexity of our operations including (but not limited to) increased operating costs, capital expenditures, claims, and litigation.Risk factors (Item 1A)

Also named by CP, CSX, FCNCA, HESM, UNP, WAB

Transportation Security Administration (TSA)

subject to

Railroads are also subject to the enactment of laws by Congress and regulation by the U.S. Department of Transportation (DOT) (including the FRA) and the U.S. Department of Homeland Security (DHS) (including the Transportation Security Administration (TSA)), which regulate most aspects of our operations related to safety, security, and cybersecurity.Business (Item 1)

Also named by ALK, BKH, CHRW, CP, CSX, DAL, EXC, EXPD and 13 more

Laws and programs

Staggers Rail Act of 1980

subject to · Approximately 90% of our revenues

Approximately 90% of our revenues comes from either exempt shipments or shipments moving under transportation contracts; the remainder comes from shipments moving under public tariff rates.Business (Item 1)

Reciprocal switching regulation

subject tonamed as a risk

Additional, updated, or changed oversight and regulation of the rail industry by Congress or the STB, whether under new, existing, amended, or repealed laws or regulations, including but not limited to those pertaining to reciprocal switching, if imposed, could have a significant negative impact on our ability to negotiate prices for rail services, on our railway operating revenues, and on the efficiency, conduct, or complexity of our operations.Risk factors (Item 1A)

Federal Employers' Liability Act (FELA)

subject tonamed as a risk

FELA’s fault-based tort system produces results that are unpredictable and inconsistent as compared with a no-fault worker’s compensation system.Risk factors (Item 1A)

U.S. international trade policy and tariffs

subject tonamed as a risk

We transport a significant number of shipments that have either been imported into the U.S. or are destined for export from the U.S.Risk factors (Item 1A)