What Norfolk Southern Corporation told the SEC could break it.

NSC faces $474M in Incident (East Palestine derailment) accruals including $285M remaining on the Ohio Class Action, plus an active DOJ civil complaint seeking injunctive relief and civil penalties under the Clean Water Act and CERCLA, and a separate Ohio AG lawsuit under CERCLA and state law.

“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. In regards to the Incident, the DOJ filed a civil complaint on behalf of the U.S. EPA (the DOJ Complaint) in the Northern District of Ohio (Eastern Division) seeking injunctive relief and civil penalties for alleged violations of the Clean Water Act (CWA) and cost recovery under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA). The Ohio AG also filed a lawsuit (the Ohio Complaint) in the Northern District of Ohio (Eastern Division) seeking damages for a variety of common law and environmental statutory claims under CERCLA and various state laws.”

NSC entered a merger agreement with Union Pacific on July 28, 2025; completion requires STB and other regulatory approvals that may not be obtained, and regulators may impose material operating conditions on the combined entity.

“On July 28, 2025, we entered into a Merger Agreement with Union Pacific, discussed further in Note 2. The completion of the Mergers is subject to a number of conditions, including, among others, the receipt of the requisite regulatory approvals, which make the completion of the Mergers and timing thereof uncertain. Failure to complete the Mergers could have material adverse effects on the Company. In addition, in granting such approvals, regulatory authorities may impose conditions that could have a significant adverse effect on the Company or the combined company and the expected benefits of the Mergers therefore preventing completion of the Mergers.”

Coal represents 12% of NSC's railway operating revenues in 2025 and is in structural decline, falling 8% YoY and 6% the prior year as utility and export volumes contract.

“NSR and its railroad subsidiaries transport raw materials, intermediate products, and finished goods classified in the following commodity groups (percent of total railway operating revenues in 2025): intermodal (25%); agriculture, forest and consumer products (21%); chemicals (18%); metals and construction (14%); coal (12%); and automotive (10%). Revenues 2025 2024 2023 vs. 2024 vs. 2023 ($ in millions) (% change) ... Coal 1,487 1,611 1,713 (8%) (6%) Total $12,180 $12,123 $12,156”