Norfolk Southern (NSC) risk factors, FY2025 10-K

Norfolk Southern's FY2025 10-K, filed Feb 09, 2026, lists 112 risk factors. Against the prior year's 108: 14 new, 10 dropped, 65 substantially reworded.

Open NSC in Gloom →
Norfolk Southern's chart, financials and news, free in your browser.Open NSC in Gloom →
Risk factors listed
1121 groups
New this year
14vs 108 last year
Dropped
10since the prior 10-K
Substantially reworded
65of those kept
Section length
25k wordsItem 1A

What the changes say

  • Union Pacific merger introduces transaction costs and restrictions on additional borrowing.

What changed since the prior 10-K

New

  • NewItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    On July 28, 2025, we entered into a Merger Agreement with Union Pacific, discussed further in Note 2

    The proposed Union Pacific merger could create transaction, integration, approval, financing, or operational risks for Norfolk Southern.

  • NewItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)

    New internal-use software accounting rules could change when Norfolk Southern capitalizes software costs beginning after 2027.

  • NewItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    The full text of the Merger Agreement can be found as Exhibit 2.1 in our Current Report on Form 8-K filed with the SEC on July 29, 2025

    The Union Pacific transaction has already generated $80 million of retention, advisory, and legal expenses, with further costs possible.

  • NewItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    We recorded a $50 million discrete benefit in 2025 resulting from the resolution of a state tax matter and recorded a $27 million deferred income tax benefit in 2024 as a result of a subsidiary restructuring. Both amounts are presented net of federal effects

    The OBBBA changes bonus depreciation, interest deductibility, and domestic research expensing, shifting Norfolk Southern’s current and deferred taxes.

  • NewItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Land $ 4,172 $ — $ 4,172 —

    Norfolk Southern has $51.1 billion of property, including $35.2 billion of roadway assets, exposed to maintenance, depreciation, and capital needs.

  • NewItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Total roadway 35,197 (10,128) 25,069

    Computer and software assets carry a 9.89% composite depreciation rate, while locomotives and freight cars carry lower rates.

  • NewItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    (1)Composite annual depreciation rate for the underlying assets, excluding the effects of the amortization of any deficiency (or excess) that resulted from our depreciation studies

    Property-sale proceeds of $185 million are recorded as receivables until cash is received in 2026.

  • NewItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    In May 2025, we issued $400 million of 5.10% senior notes due 2035

    Norfolk Southern issued $400 million of 5.10% notes and relies on a $400 million receivables facility expiring in May 2026.

  • NewItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Commingled funds — 280 280

    Other postretirement plan assets include $280 million in commingled funds and $4 million in government securities subject to investment valuation risk.

  • NewItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Commingled funds — 123 123

    Other postretirement plan assets include $123 million in commingled funds and $4 million in government securities, exposing results to market changes.

  • NewItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Outstanding at December 31, 2025 311,872 226.08

    Outstanding stock options could dilute shareholders, with 311,872 options outstanding and $20 million of aggregate intrinsic value.

  • NewItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    19. Commitments and Contingencies

    Railroad lawsuits, investigations, and claims could require significant additional payments beyond recorded liabilities if outcomes worsen.

  • NewItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Litigation Related to the Mergers

  • NewItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Incident accruals principally related to ongoing legal proceedings totaled $474 million and $444 million at December 31, 2025 and 2024, respectively, which includes the remaining payment of $285 million related to the Ohio Class Action

Dropped

  • DroppedItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, “Segment Reporting (Topic 280)

  • DroppedItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Income taxes $ 707 21.2 $ 493 21.3 $ 860 20.8

  • DroppedItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Land $ 2,439 $ — $ 2,439 —

  • DroppedItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Total roadway 32,625 (9,006) 23,619

  • DroppedItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Domestic equity securities — 346 346

  • DroppedItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Domestic equity securities — 166 166

  • DroppedItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Outstanding at December 31, 2024 372,664 179.14

  • DroppedItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    At December 31, 2024 and December 31, 2023, we have also recorded a deferred tax asset (Note 5) of $211 million and $249 million, respectively, related to the Incident expecting that certain expenses will be deductible for tax purposes in future periods or offset with insurance recoveries

  • DroppedItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Legal Proceedings and Claims (Non-Environmental) – To date, numerous non-environmental legal actions have commenced with respect to the Incident, including those more specifically set forth below

  • DroppedItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Inquiries and Investigations

Reworded

  • 100% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Total current taxes 515 531 542

    Income-tax disclosure now reports $792 million of 2025 tax expense and a $277 million deferred-tax amount, replacing the prior $707 million and $176 million figures.

    Was: Total current taxes 531 542 777

  • 100% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Common stock $ 1,107 $ — $ 1,107

    Postretirement investments shifted toward $675 million of debt securities, while domestic and international equity holdings totaled $380 million and $294 million.

    Was: Common stock $ 1,192 $ — $ 1,192

  • 99% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Long-term debt excluding current maturities $ 16,480 $ 16,651

    Debt maturities shifted to later years, and the Union Pacific merger agreement now restricts additional indebtedness.

    Was: Long-term debt excluding current maturities and short-term debt $ 16,651 $ 17,175

  • 97% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Liabilities and stockholders’ equity

    Current liabilities increased to $3.775 billion, including $607 million of current debt maturities, while long-term debt declined to $16.480 billion.

  • 97% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Net deferred tax assets 367 425

    Deferred-tax liabilities rose to $8.078 billion, primarily because property-related liabilities increased to $7.621 billion.

    Was: Net deferred tax assets 425 539

  • 96% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    4. Restructuring and Other Charges

    Restructuring shifted from broad management separations to technology-function restructuring and software-project rationalization, reducing charges to $22 million from $183 million.

    Was: 3. Restructuring and Other Charges

  • 95% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Common stock $ 1,054 $ — $ 1,054

    Postretirement common collective trusts now include $346 million of domestic equities alongside $637 million of debt securities and $362 million of international equities.

  • 93% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Description of Business and Operating Segments

    Route miles declined from 19,200 to 19,100; coal revenue share fell from 13% to 12%, while automotive rose from 9% to 10%.

  • 93% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Net benefit $ (43) $ (54) $ (72)

    Was: Net benefit $ (54) $ (72) $ (57)

  • 93% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Pension and Other Postretirement Benefit Cost Components

  • 88% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    3. Railway Operating Revenues

    Was: 2. Railway Operating Revenues

  • 88% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Consolidated Statements of Comprehensive Income

  • 85% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Common Stock beginning April 1, 2022

  • 85% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Gains and losses on properties (253) (490) (49)

    Was: Gains and losses on properties (490) (49) (82)

  • 85% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Total liabilities 29,689 29,376

    Was: Total liabilities 29,376 28,871

  • 84% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Funded status at end of year $ 672 $ 513 $ (125) $ (133)

    Was: Funded status at end of year $ 513 $ 352 $ (133) $ (172)

  • 80% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Earnings per share $ 12.76 $ 11.58 $ 8.04 $ 12.75 $ 11.57 $ 8.02

    Was: Earnings per share $ 11.58 $ 8.04 $ 13.92 $ 11.57 $ 8.02 $ 13.88

  • 79% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Reconciliation of Statutory Rate to Effective Rate

  • 78% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    On September 6, 2024, we consummated an agreement with the City of Charlotte to sell a railway line between Charlotte and Mecklenburg County, NC in exchange for $74 million. The cash proceeds from the transaction were received at closing and the transaction resulted in a gain of $57 million

  • 76% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Benefit obligation at end of year 2,094 2,038 281 278

    Was: Benefit obligation at end of year 2,038 2,151 278 310

  • 73% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    We and six other North American railroads collectively own TTX Company (TTX), a railcar pooling company that provides its owner-railroads with standardized fleets of intermodal, automotive, and general use railcars at stated rates. We have a 19.78% ownership interest in TTX

    Was: We and six other North American railroads collectively own TTX, a railcar pooling company that provides its owner-railroads with standardized fleets of intermodal, automotive, and general use railcars at stated rates. We have a 19.78% ownership interest in TTX

  • 73% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    In 2026, we expect to contribute approximately $23 million to our unfunded pension plans for payments to pensioners and approximately $34 million to our other postretirement benefit plans for retiree health and death benefits. We do not expect to contribute to our funded pension plan in 2026

    Was: In 2025, we expect to contribute approximately $21 million to our unfunded pension plans for payments to pensioners and approximately $30 million to our other postretirement benefit plans for retiree health and death benefits. We do not expect to contribute to our funded pension plan in 2025

  • 71% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Average expected option term 6.5 years 6.7 years 7.0 years

    Was: Average expected option term 6.7 years 7.0 years 6.5 years

  • 70% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    17. Stock Repurchase Programs

    Was: 16. Stock Repurchase Programs

  • 69% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Discount rate 5.10 % 5.52 % 5.11 %

    Was: Discount rate 5.52 % 5.11 % 5.45 %

  • 68% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Total lease liabilities $ 218 $ 272

    Was: Total lease liabilities $ 272 $ 392

  • 67% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Prior service benefit (4) (4) (91) (113)

    Was: Prior service benefit (4) (5) (113) (156)

  • 64% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Related tax benefits realized $ — $ — $ —

    Was: Related tax benefits realized $ — $ — $ 1

  • 63% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    TSOP 437,746 437,746 436,571

    Was: TSOP 437,746 436,571 436,402

  • 62% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Weighted-average discount rates on operating leases 4.05 % 3.96 %

    Was: Weighted-average discount rates on operating leases 3.96 % 3.78 %

  • 60% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Valuation and Qualifying Accounts

  • 58% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Supplemental disclosures of cash flow information

  • 56% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Leases with an initial term of twelve months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term

  • 51% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Related tax benefits realized $ 1 $ 1 $ 1

    Was: Related tax benefits realized $ 1 $ 1 $ 5

  • 50% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Net amount recognized $ 672 $ 513 $ (125) $ (133)

    Was: Net amount recognized $ 513 $ 352 $ (133) $ (172)

  • 50% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Item 15. Exhibits and Financial Statement Schedules

  • 49% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Fair Values of Financial Instruments

  • 47% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Other Comprehensive Income

  • 47% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Total long-term investments $ 4,089 $ 3,370

    Was: Total long-term investments $ 3,370 $ 3,839

  • 46% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Sufficiency of audit evidence related to the capitalization of property expenditures

  • 45% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Related tax benefits realized 4 8 6

    Was: Related tax benefits realized 8 6 12

  • 42% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Deferred income taxes $ (7,711) $ (7,420)

    Was: Deferred income taxes $ (7,420) $ (7,225)

  • 41% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Credit Agreement and Debt Covenants

  • 41% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Deferred Tax Assets and Liabilities

  • 41% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  • 40% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Other Postretirement Coverage

  • 39% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Accumulated Other Comprehensive Loss

  • 37% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Cash flows from operating activities

  • 37% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    14. Pensions and Other Postretirement Benefits

    Was: 13. Pensions and Other Postretirement Benefits

  • 36% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Section 1350 Certifications

  • 36% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Balance at end of year $ 37 $ 82

    Was: Balance at end of year $ 82 $ 55

  • 34% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    $ 186 included in other liabilities 218 153

  • 33% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Health Care Cost Trend Assumptions

  • 33% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    The service cost component of defined benefit pension cost and other postretirement benefit cost are reported within “Compensation and benefits” and all other components are presented in “Other income – net” on the Consolidated Statements of Income

  • 32% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Shares Available and Issued

  • 28% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    (President and Chief Executive Officer)

  • 26% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Changes in Internal Control Over Financial Reporting

  • 24% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09, “Income Taxes (Topic 740)

    Was: In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740)

  • 24% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Trust-owned life insurance

  • 23% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Net gains arising during the year for pension benefits were due primarily to higher actual returns on plan assets offset partially by a decrease in discount rates. Net losses arising during the year for other postretirement benefits were due primarily to a decrease in discount rates

    Was: Net gains arising during the year for both pension benefits and other postretirement benefits were due primarily to an increase in discount rates, in addition to higher actual returns on plan assets for our other postretirement benefit plan assets

  • 23% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Revenues related to interline transportation services that involve another railroad are reported on a net basis. Therefore, the portion of the amount that relates to another party is not reflected in revenues

  • 22% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Pension and Other Postretirement Benefits Assumptions

  • 21% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Cash and cash equivalents

  • 21% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Change-In-Control and Retention Arrangements

    Was: Change-In-Control Arrangements

  • 21% rewrittenItem 7A. Quantitative and Qualitative Disclosures About Market Risk

    Item 11. Executive Compensation

All 112 risk factors

Headings as the filing states them, in filing order.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

  1. 01To the Stockholders and Board of Directors
  2. 02Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
  3. 03Definition and Limitations of Internal Control Over Financial Reporting
  4. 04Sufficiency of audit evidence related to the capitalization of property expenditures46% rewritten
  5. 05Consolidated Statements of Comprehensive Income88% rewritten
  6. 06Liabilities and stockholders’ equity97% rewritten
  7. 07Total liabilities 29,689 29,37685% rewritten
  8. 08Cash flows from operating activities37% rewritten
  9. 09Gains and losses on properties (253) (490) (49)85% rewritten
  10. 10Supplemental disclosures of cash flow information58% rewritten
  11. 11Description of Business and Operating Segments93% rewritten
  12. 12On July 28, 2025, we entered into a Merger Agreement with Union Pacific, discussed further in Note 2New
  13. 13Allowance for Doubtful Accounts
  14. 14In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09, “Income Taxes (Topic 740)24% rewritten
  15. 15In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)New
  16. 16The full text of the Merger Agreement can be found as Exhibit 2.1 in our Current Report on Form 8-K filed with the SEC on July 29, 2025New
  17. 173. Railway Operating Revenues88% rewritten
  18. 18Total $ 12,180 $ 12,123 $ 12,156
  19. 19Revenues related to interline transportation services that involve another railroad are reported on a net basis. Therefore, the portion of the amount that relates to another party is not reflected in revenues23% rewritten
  20. 20Accounts receivable – net $ 988 $ 1,069
  21. 214. Restructuring and Other Charges96% rewritten
  22. 22Total current taxes 515 531 542100% rewritten
  23. 23We recorded a $50 million discrete benefit in 2025 resulting from the resolution of a state tax matter and recorded a $27 million deferred income tax benefit in 2024 as a result of a subsidiary restructuring. Both amounts are presented net of federal effectsNew
  24. 24Reconciliation of Statutory Rate to Effective Rate79% rewritten
  25. 25Deferred Tax Assets and Liabilities41% rewritten
  26. 26Net deferred tax assets 367 42597% rewritten
  27. 27Deferred income taxes $ (7,711) $ (7,420)42% rewritten
  28. 28Balance at end of year $ 37 $ 8236% rewritten
  29. 297. Fair Value Measurements
  30. 30Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access
  31. 31Fair Values of Financial Instruments49% rewritten
  32. 32Total long-term investments $ 4,089 $ 3,37047% rewritten
  33. 33We and six other North American railroads collectively own TTX Company (TTX), a railcar pooling company that provides its owner-railroads with standardized fleets of intermodal, automotive, and general use railcars at stated rates. We have a 19.78% ownership interest in TTX73% rewritten
  34. 34Land $ 4,172 $ — $ 4,172 —New
  35. 35Total roadway 35,197 (10,128) 25,069New
  36. 36Land $ 4,125 $ — $ 4,125 —
  37. 37Total roadway 33,909 (9,552) 24,357
  38. 38(1)Composite annual depreciation rate for the underlying assets, excluding the effects of the amortization of any deficiency (or excess) that resulted from our depreciation studiesNew
  39. 39Acquisition of Assets of Cincinnati Southern Railway
  40. 40On September 6, 2024, we consummated an agreement with the City of Charlotte to sell a railway line between Charlotte and Mecklenburg County, NC in exchange for $74 million. The cash proceeds from the transaction were received at closing and the transaction resulted in a gain of $57 million78% rewritten
  41. 41Long-term debt excluding current maturities $ 16,480 $ 16,65199% rewritten
  42. 42In May 2025, we issued $400 million of 5.10% senior notes due 2035New
  43. 43Credit Agreement and Debt Covenants41% rewritten
  44. 44Leases with an initial term of twelve months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term56% rewritten
  45. 45Total lease liabilities $ 218 $ 27268% rewritten
  46. 46Total lease expense $ 165 $ 196 $ 214
  47. 47Weighted-average discount rates on operating leases 4.05 % 3.96 %62% rewritten
  48. 4814. Pensions and Other Postretirement Benefits37% rewritten
  49. 49Benefit obligation at end of year 2,094 2,038 281 27876% rewritten
  50. 50Funded status at end of year $ 672 $ 513 $ (125) $ (133)84% rewritten
  51. 51Net amount recognized $ 672 $ 513 $ (125) $ (133)50% rewritten
  52. 52Prior service benefit (4) (4) (91) (113)67% rewritten
  53. 53Pension and Other Postretirement Benefit Cost Components93% rewritten
  54. 54Net benefit $ (43) $ (54) $ (72)93% rewritten
  55. 55The service cost component of defined benefit pension cost and other postretirement benefit cost are reported within “Compensation and benefits” and all other components are presented in “Other income – net” on the Consolidated Statements of Income33% rewritten
  56. 56Net gains arising during the year for pension benefits were due primarily to higher actual returns on plan assets offset partially by a decrease in discount rates. Net losses arising during the year for other postretirement benefits were due primarily to a decrease in discount rates23% rewritten
  57. 57Pension and Other Postretirement Benefits Assumptions22% rewritten
  58. 58Discount rate 5.10 % 5.52 % 5.11 %69% rewritten
  59. 59Health care trend rate 6.50 % 6.50 % 7.00 %
  60. 60Health Care Cost Trend Assumptions33% rewritten
  61. 61Common stock
  62. 62Common collective trusts
  63. 63Fixed income securities
  64. 64Commingled funds
  65. 65Cash and cash equivalents21% rewritten
  66. 66Common stock $ 1,107 $ — $ 1,107100% rewritten
  67. 67Commingled funds — 280 280New
  68. 68Common stock $ 1,054 $ — $ 1,05495% rewritten
  69. 69Commingled funds — 123 123New
  70. 70Trust-owned life insurance24% rewritten
  71. 71In 2026, we expect to contribute approximately $23 million to our unfunded pension plans for payments to pensioners and approximately $34 million to our other postretirement benefit plans for retiree health and death benefits. We do not expect to contribute to our funded pension plan in 202673% rewritten
  72. 72Other Postretirement Coverage40% rewritten
  73. 7315. Stock-Based Compensation
  74. 74PSUs 66,636 296.61 64,990 258.60 59,200 236.16
  75. 75Average expected option term 6.5 years 6.7 years 7.0 years71% rewritten
  76. 76Outstanding at December 31, 2025 311,872 226.08New
  77. 77Related tax benefits realized 4 8 645% rewritten
  78. 78Related tax benefits realized $ 1 $ 1 $ 151% rewritten
  79. 79Related tax benefits realized $ — $ — $ —64% rewritten
  80. 80Shares Available and Issued32% rewritten
  81. 81TSOP 437,746 437,746 436,57163% rewritten
  82. 82Accumulated Other Comprehensive Loss39% rewritten
  83. 83Other Comprehensive Income47% rewritten
  84. 8417. Stock Repurchase Programs70% rewritten
  85. 85Common Stock beginning April 1, 202285% rewritten
  86. 86Earnings per share $ 12.76 $ 11.58 $ 8.04 $ 12.75 $ 11.57 $ 8.0280% rewritten
  87. 8719. Commitments and ContingenciesNew
  88. 88Litigation Related to the MergersNew
  89. 89Incident accruals principally related to ongoing legal proceedings totaled $474 million and $444 million at December 31, 2025 and 2024, respectively, which includes the remaining payment of $285 million related to the Ohio Class ActionNew
  90. 90Change-In-Control and Retention Arrangements21% rewritten
  91. 91Disclosure Controls and Procedures
  92. 92Management’s Annual Report on Internal Control Over Financial Reporting
  93. 93Changes in Internal Control Over Financial Reporting26% rewritten
  94. 94Director and Officer Trading Arrangements
  95. 95Item 10. Directors, Executive Officers and Corporate Governance
  96. 96Item 11. Executive Compensation21% rewritten
  97. 97Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters41% rewritten
  98. 98Norfolk Southern Corporation Long-Term Incentive Plan
  99. 99Norfolk Southern Corporation Thoroughbred Stock Option Plan
  100. 100The Plan was adopted on January 1, 1994, and was designed to increase ownership of Common Stock by our non-employee Directors so as to further align their ownership interest in our company with that of our stockholders. The Plan has not been and is not required to have been approved by our stockholders
  101. 101Item 13. Certain Relationships and Related Transactions, and Director Independence
  102. 102Our independent registered public accounting firm is KPMG LLP, Atlanta, GA, Auditor Firm ID: 185
  103. 103Item 15. Exhibits and Financial Statement Schedules50% rewritten
  104. 104Consolidated Statements of Changes in Stockholders’ Equity, Years ended December 31, 2025, 2024, and 2023
  105. 105Schedule II – Valuation and Qualifying Accounts
  106. 106Exhibit Number Description
  107. 107Section 1350 Certifications36% rewritten
  108. 108104** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
  109. 109Financial statement schedules and separate financial statements specified by this Item are included in Item 15(A)2 or are otherwise not required or are not applicable
  110. 110(President and Chief Executive Officer)28% rewritten
  111. 111Valuation and Qualifying Accounts60% rewritten
  112. 112$ 186 included in other liabilities 218 15334% rewritten

Other Norfolk Southern 10-Ks

  • FY2024 10-K risk factors
    108 risks

    The supplied excerpt contains financial-statement notes rather than the promised 108 risk-factor narratives.

    Filed Feb 10, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.