10-K 0001628280-26-006268 (2026-02-09) vs 10-K 0000702165-25-000008 (2025-02-10)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 6,930 |
18.5% |
| MD&A | Item 7 | 6,915 |
32.7% |
| Legal Proceedings | Item 3, via Note 19 – Commitments and Contingencies | 3,690 |
48.0% |
| Accounting Policies | Item 8, Note 1 – Summary of Significant Accounting Policies | 1,947 |
9.3% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Legal Proceedings 260 words changed in this paragraph; it is 49% similar to last year's version.
•The U.S. 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 CWA Clean Water Act (CWA) and cost recovery under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA). The Ohio Attorney General (AG) 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. The DOJ and Ohio AG cases have been were consolidated for discovery purposes. We have filed an answer, and discovery is ongoing in the Ohio AG case. On June 30, 2023, we filed third-party claims against certain railcar defendants and shippers involved in the Incident. The Court dismissed the third party claims on March 6, 2024, and on March 26, 2024, we filed a motion requesting the Court to enter partial final judgment as to the third party claims. On May 23, 2024, the DOJ and the Company reached a settlement to resolve all of the government’s civil claims against the Company related to the Incident, and jointly lodged a proposed Consent Decree with the court. As proposed, the Consent Decree will require the Company to pay for the federal government’s oversight costs of $57 million through November 30, 2023 as well as additional oversight costs from December 1, 2023 until the remediation is complete. Company. The proposed Consent Decree also requires the Company to pay a civil penalty of $15 million for alleged violations of the CWA. Other provisions of the proposed Consent Decree relate to injunctive relief for safety, community support including medical and mental health programs, and environmental support, which provisions, if approved by the court, will be in effect between five years to twenty years. The proposed Consent Decree was subject to a mandatory public comment period, which ended on August 2, 2024, and DOJ filed a motion on October 10, 2024 seeking entry of the Consent Decree. The Ohio AG did not join this settlement and its claims remain outstanding and are proceeding. Decree, which motion remains pending before the Court. If approved, the Consent Decree will require the Company to pay a civil penalty
Source: Item 3, via Note 19 – Commitments and Contingencies, 10-K 0001628280-26-006268 vs Item 3, via Note 18 – Commitments and Contingencies, 10-K 0000702165-25-000008
MD&A 156 words changed in this paragraph; it is 45% similar to last year's version.
Metals and construction revenues were higher in both 2025 and 2024 but lower in 2023 compared with the prior years. In 2025, the increase was driven by higher average revenue per unit due to favorable price and mix, partially offset by lower fuel surcharge revenue, with volumes down slightly. Increases in iron, steel, and scrap volume due to stronger demand were offset by weather-related impacts that negatively impacted shipments of aggregates. In 2024, the increase was driven by higher average revenue per unit due to favorable price, partially offset by lower fuel surcharge revenue, and higher volume. Increased volume was due to higher demand in aggregates, kaolin, miscellaneous construction, and scrap metal, partially offset by lower demand for coil steel shipments. In 2023, the decline in revenue was driven by lower average revenue per unit, the result of decreased fuel surcharge revenue partially offset by increased price. Volumes were nearly unchanged as reduced shipments of kaolin and construction materials were offset by volume gains in coil steel and scrap metal. The volume declines in kaolin were largely driven by lower demand, while the declines in construction materials were due to lower demand, extended cycle times and service challenges. Gains in coil steel volume were due to increased equipment available to handle demand, while scrap metal volume increased due to higher demand.
Source: Item 7, 10-K 0001628280-26-006268 vs Item 7, 10-K 0000702165-25-000008
Accounting Policies 108 words changed in this paragraph; it is 39% similar to last year's version.
In November 2023, information about certain costs and expenses in the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, “Segment Reporting (Topic 280): Improvements notes to Reportable Segment Disclosures.” This update requires additional reportable segment disclosures, primarily through enhanced disclosures its financial statements for interim and annual reporting periods. Entities are required to provide disaggregated information about significant segment expenses to help investors better understand performance, better assess prospects for future cash flows, and information used to assess performance. compare performance over time and with that of other entities. The ASU is effective for fiscal years beginning after December 15, 2023 2026 and interim periods within fiscal years beginning after December 15, 2024. 2027. We adopted will not early adopt the ASU standard and are currently evaluating the impact of this amendment on January 1, 2024 and updated our segment disclosures in Note 1. disclosures.
Source: Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001628280-26-006268 vs Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0000702165-25-000008
Risk Factors 45 words changed in this paragraph; it is 62% similar to last year's version.
Railroads are also subject to the enactment of laws by Congress and regulation by the DOT (including the FRA) and the DHS (including the TSA), which regulate many aspects of our operations related to safety, security, and cybersecurity. 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.
Source: Item 1A, 10-K 0001628280-26-006268 vs Item 1A, 10-K 0000702165-25-000008
Every change, by type
Sentences and paragraphs of NSC's Risk Factors and MD&A, 10-K 2026-02-09 against 10-K 2025-02-10.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
We have identified certain additional risk factors in connection with the Mergers. For additional information concerning these risks, uncertainties and assumptions, please refer to the section entitled “Risk Factors” included in our proxy statement filed with the SEC on October 1, 2025.
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedRisk Factors
The Mergers are subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all. Failure to complete the Mergers could have material adverse effects on the Company. 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. Also, either Union Pacific or the Company may terminate the Merger Agreement if the Mergers have not been consummated by the end date (subject to an automatic extension in certain circumstances), except that this right to terminate the Merger Agreement will not be available to any party whose failure to perform any obligation under the Merger Agreement has been the primary cause of the failure of the Mergers to be consummated on or before that date.
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedRisk Factors
If the Mergers are not completed, the Company’s ongoing business may be materially adversely affected and, without realizing any of the benefits of having completed the Mergers, the Company will be subject to a number of risks, including the following:
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedRisk Factors
•the Company could owe substantial termination fees to Union Pacific under certain circumstances;
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedRisk Factors
•if the Merger Agreement is terminated and the Union Pacific board or the Company’s board seeks another business combination, Union Pacific shareholders and Norfolk Southern shareholders cannot be certain that Union Pacific or the Company will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that the other party has agreed to in the Merger Agreement;
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedRisk Factors
•time, resources, and costs committed by the Company’s management team to matters relating to the Mergers could otherwise have been devoted to pursuing other beneficial opportunities;
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedRisk Factors
•negative reactions from the financial markets or from its 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; and
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedRisk Factors
•the Company will be required to pay its respective costs relating to the Mergers, such as legal, accounting, financial advisory, and printing fees, whether or not the Mergers are completed.
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedRisk Factors
In addition, if the Mergers are not completed, the Company could be subject to litigation related to any failure to complete the Mergers or related to any enforcement proceeding commenced against the Company to perform its obligations under the Merger Agreement, and whether or not any such litigation has any merit, the cost of defending such litigation may be significant. The materialization of any of these risks could adversely impact the Company’s ongoing business.
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedRisk Factors
Similarly, delays in the completion of the Mergers could, among other things, result in additional transaction costs, loss of revenue, or other negative effects associated with uncertainty about completion of the Mergers.
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedRisk Factors
The Mergers are subject to the receipt of the requisite regulatory approvals, which requisite regulatory approvals may never be obtained, therefore preventing completion of the Mergers. 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. Before the Mergers may be completed, the requisite regulatory approvals must have been obtained, including STB approval. While the initial Merger application with the STB was determined to be incomplete, the Company and Union Pacific are in process of preparing a revised application that incorporates the additional items identified by the STB. The terms and conditions of the approvals that are granted may impose requirements, concessions, limitations, or costs or place restrictions on the conduct of the combined company’s business. Subject to the terms and conditions of the Merger Agreement, Union Pacific and the Company have each agreed to use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with each other in doing, all things necessary, proper, or advisable to cause the conditions to closing set forth in the Merger Agreement to be satisfied and to consummate and make effective the Mergers and the other transactions contemplated by the Merger Agreement prior to the end date, except that Union Pacific and its subsidiaries are not required to take, or commit to take, or agree to or accept any “materially burdensome regulatory condition.” For purposes of the foregoing, “reasonable best efforts” includes, among others, (i) proposing, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, hold separate, or disposition of any and all of the share capital or other equity interest, assets, products, or businesses of Union Pacific and its subsidiaries or of the Company and its subsidiaries and (ii) otherwise taking or committing to take any actions that after the first effective time would limit Union Pacific’s or its subsidiaries’ freedom of action with respect to, or their ability to retain, or otherwise agreeing to any restriction, requirement, or limitation with respect to their or one or more of their subsidiaries’ assets, products, or businesses, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order that would otherwise have the effect of preventing or delaying the closing. The STB and other regulatory and governmental authorities may impose requirements, concessions, and other conditions on the granting of such approvals. If such regulatory and governmental authorities seek to impose such requirements, concessions, or conditions, lengthy negotiations may ensue among such authorities, Union Pacific and the Company. Such requirements, concessions, and conditions and the process of obtaining regulatory approvals could have the effect of delaying completion of the Mergers and such requirements, concessions, and conditions may not be identified or satisfied for an extended period of time following the Union Pacific special meeting and the Company’s special meeting. Such requirements, concessions and conditions may also impose additional costs or limitations on the combined company following the completion of the Mergers and the parties have agreed to accept such requirements, concessions, and conditions, even if significant, subject to the agreed-upon materially burdensome regulatory condition limitation in favor of Union Pacific. These requirements, concessions, and conditions may therefore reduce the anticipated benefits of the Mergers, including synergies, which could also have a significant adverse effect on the combined company’s business and cash flows and results of operations, and
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedRisk Factors
neither Union Pacific nor the Company can predict what, if any, requirements, concessions, and conditions may be required by regulatory or governmental authorities whose approvals are required. The requisite regulatory approvals may not be obtained at all, may not be obtained in a timely fashion, and may contain conditions on the completion of the Mergers.
Read it in 10-K 2026-02-09 at sec.gov ↗
RemovedRisk Factors
As noted in “Incident Risks” above, in connection with the Incident, we are experiencing negative impacts related to environmental matters, including extensive cleanup costs and litigation related to alleged environmental impacts of the Incident.
Read it in 10-K 2025-02-10 at sec.gov ↗
RemovedRisk Factors
Concern over climate change has led to significant federal, state, and international legislative and regulatory efforts to limit greenhouse gas (GHG) emissions. Restrictions, caps, taxes, or other legislative or regulatory controls on GHG emissions, including diesel exhaust, could significantly increase our operating costs and decrease the amount of traffic we handle.
Read it in 10-K 2025-02-10 at sec.gov ↗
RemovedRisk Factors
In addition, legislation and regulation related to climate change or GHG emissions could negatively affect the markets we serve and our customers. Even without legislation or regulation, government incentives and adverse publicity relating to climate change or GHG emissions could negatively affect the markets for certain of the commodities we carry, or our customers that use commodities we carry to produce energy (including coal), use significant amounts of energy in producing or delivering the commodities we carry, or manufacture or produce goods that consume significant amounts of energy associated with GHG emissions.
Read it in 10-K 2025-02-10 at sec.gov ↗
RemovedRisk Factors
We may be negatively impacted by changes in general economic conditions. Because our business is dependent on the rail shipping needs of our customers, negative changes in domestic and global economic conditions,
Read it in 10-K 2025-02-10 at sec.gov ↗
RewordedRisk Factors
Additional Additional, updated, or updated changed oversight and regulation of the rail industry by Congress or the STB, whether under new, existing existing, amended, or amended 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.
Read it in 10-K 2026-02-09 at sec.gov ↗
RewordedRisk Factors
Instability or disruptions of the capital markets and deterioration of our financial position, alone or in combination, could also result in a reduction of our credit rating to below investment grade, which could prohibit or restrict us from accessing external sources of short- and long-term debt financing and/or significantly increase the associated costs.
Read it in 10-K 2026-02-09 at sec.gov ↗
RewordedRisk Factors
Department of Justice (DOJ) Complaint, the Ohio Complaint, the Incident Lawsuits, the Shareholder Matters, and the Incident Inquiries and Investigations (each as defined in Note 18 19 in Item 8 “Notes to Consolidated Financial Statements”) in addition to other proceedings, actions, or potential changes in response to the Incident, including but not limited to those related to, among other items, train size, train length, train composition, crew size, or detection systems (collectively, the “Incident Proceedings”).
Read it in 10-K 2026-02-09 at sec.gov ↗
RewordedRisk Factors
The rapid evolution and increased adoption of emerging technologies, such as artificial intelligence and machine learning, learning (both of which we use), may make it more difficult to anticipate cybersecurity threats and implement adequate protective countermeasures.
Read it in 10-K 2026-02-09 at sec.gov ↗
RewordedRisk Factors
These potentially impactful future events could include service disruptions, unauthorized access to our systems, systems or equipment, viruses, ransomware, and/or the compromise, acquisition, or destruction of our data.
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedMD&A
Throughout 2025, we took deliberate actions to strengthen the Company and position it for long-term success. 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, the merged company will be positioned to deliver more efficient, reliable, and sustainable freight service across the nation. Details of the proposed transactions are further described in Note 2.
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedMD&A
We also continued to make progress towards resolving environmental and legal matters resulting from the Incident (as defined further and described in Note 19) with insurance and other recoveries during 2025 exceeding incremental expenses. Safety continued to be a core value, and our relentless focus and intentional actions drove improvements in numerous safety metrics. Operational execution remained a key focus in 2025, with an emphasis on delivering high quality service while delivering notable improvements in labor productivity and fuel efficiency. Despite periods of macroeconomic uncertainty, growth in automotive and chemicals traffic, reflecting improved service and customer demand, drove merchandise revenues higher and led to a modest increase in overall volumes.
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedMD&A
Merger-related expenses in 2025 were $80 million and primarily relate to costs associated with employee retention agreements, third-party advisor fees, and legal fees.
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedMD&A
Eastern Ohio incident activity during 2025 reflected insurance and other recoveries that exceeded additional Incident-related expenses by $254 million. Insurance and other recoveries total $418 million in 2025. During 2024,
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedMD&A
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law. The OBBBA makes permanent or introduces certain changes to the Internal Revenue Code, including 100% bonus depreciation, the deductibility of business interest expense, and expensing of domestic research costs. Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740 “Income Taxes” requires that the effect of changes in tax rates and laws be recognized in the period in which the legislation is enacted. The impact of this change is primarily a reclassification from current to deferred taxes.
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedMD&A
particular year. We have now completed recoveries under our liability insurance policies. Any additional amounts that are recoverable under other insurance policies or from third parties will be reflected in the period in which recovery is considered probable.
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedMD&A
•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;
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedMD&A
•the possibility that the Mergers do not close when expected or at all because 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 Mergers);
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedMD&A
•the risk that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth from the Mergers, or that such benefits may take longer to realize or be more costly to achieve than expected;
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedMD&A
•disruption to the Company's business as a result of the announcement and pendency of the Mergers, 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 Mergers;
Read it in 10-K 2026-02-09 at sec.gov ↗
AddedMD&A
•the diversion of the Company's management's attention and time from ongoing business operations and opportunities on Merger-related items;
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RemovedMD&A
In 2024, we executed on various initiatives to operate our network more safely and efficiently, better serve our customers, and increase productivity in order to deliver improved financial performance. We enhanced our executive leadership team and continued to execute on our strategy of providing high-quality service to our customers to enable smart, sustainable growth and delivering on productivity initiatives. Additionally, we executed on several strategic initiatives, including the purchase of the Cincinnati Southern Railway, sales of certain railway lines, and completion of targeted rationalization and restructuring efforts, to further advance our organizational objectives. Furthermore, we continued our efforts related to the Eastern Ohio Incident (as defined and further described in Note 18 in the Notes to the Consolidated Financial Statements), including the pursuit of recoveries under our insurance programs.
Read it in 10-K 2025-02-10 at sec.gov ↗
RemovedMD&A
non-Incident-related railway operating expenses. Railway operating revenues declined 5% due to lower average revenue per unit, the result of lower fuel surcharge revenue and decreased intermodal storage service revenues partially offset by favorable pricing and mix. Additionally, lower volumes contributed to the decline in revenues. Net expenses associated with the Incident for the year 2023 were $1.1 billion. In addition to costs resulting from the Incident, railway operating expenses increased due to inflationary pressures, investments in operational resiliency, and higher service-related costs, offset partially by lower fuel prices. The decline in net income and diluted earnings per share also reflects the absence of a prior year $136 million deferred tax benefit, a result of an enactment of a change in the corporate income tax rate in the Commonwealth of Pennsylvania in 2022. Railway operating ratio deteriorated to 76.5 percent.
Read it in 10-K 2025-02-10 at sec.gov ↗
RemovedMD&A
of volume declines. Reduced shipments of crude oil, organic chemicals, and natural gas liquids, more than offset the increases in solid waste and other petroleum products. Volume declines for crude oil were driven by soft demand in the energy markets. Organic chemicals and natural gas liquids volume declined as a result of lower demand. Volume gains in solid waste were due to growth with existing customers, while the gains in petroleum products were due to growth with existing customers and new business opportunities.
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RemovedMD&A
Securities and Exchange Act of 1934. Any near-term purchases under the program are expected to be made with internally-generated cash, cash on hand, or proceeds from borrowings.
Read it in 10-K 2025-02-10 at sec.gov ↗
RemovedMD&A
In January 2024, we also entered into a term loan credit agreement that established a 364-day, $1.0 billion, unsecured delayed draw term loan facility under which we could borrow for general corporate purposes. The term loan credit agreement provided for borrowing at prevailing rates and included covenants that align with the $800 million credit agreement. The term loan expired undrawn in October 2024.
Read it in 10-K 2025-02-10 at sec.gov ↗
RemovedMD&A
For those unions with whom we have not yet reached a ratified agreement, the NCCC, on behalf of Norfolk Southern, sent bargaining notices on November 1, 2024, to commence mandatory direct negotiations as prescribed under the RLA. Even if the parties are unable to reach voluntary agreement during this first phase of RLA
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RemovedMD&A
bargaining, self-help (e.g., a strike or other work stoppage) related to this collective-bargaining process remains prohibited by law until a lengthy series of additional procedures mandated by the RLA, including federal mediation, are exhausted.
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RemovedMD&A
factors, including those discussed in Item 1A “Risk Factors,” may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements:
Read it in 10-K 2025-02-10 at sec.gov ↗
RemovedMD&A
•the nature and extent of the Company's environmental remediation obligations with respect to the Incident;
Read it in 10-K 2025-02-10 at sec.gov ↗
RewordedMD&A
Non-GAAP Reconciliation for 2025 Reported Merger-Related Expenses Restructuring and Other Charges Eastern Ohio Incident Adjusted (GAAP) (non-GAAP) Non-GAAP Reconciliation for 2023 ($ in millions, except per share amounts) Railway operating expenses $9,305 $(1,116) $8,189 $7,824 $(80) $(22) $ 190 $7,912 Income from railway operations $2,851 $1,116 $3,967 $4,356 $80 $22 $ (190) $4,268 Net income $1,827 $846 $2,673 $2,873 $69 $17 $ (143) $2,816 Diluted earnings per share $8.02 $3.72 $11.74 $12.75 $0.31 $0.07 $ (0.64) $12.49 Railway operating ratio (percent) 76.5 (9.1) 67.4 64.2 (0.6) (0.2) 1.6 65.0
Read it in 10-K 2026-02-09 at sec.gov ↗
RewordedMD&A
The increase decrease in 2024 2025 was driven by the prior year acquisition of the assets of the CSR, Cincinnati Southern Railway (CSR) and lower property additions in the current year, which was partially offset by higher the current year repayment of borrowings against our COLI policies that occurred in the prior year and increased lower proceeds from property sales. sales and other transactions.
Read it in 10-K 2026-02-09 at sec.gov ↗
RewordedMD&A
Our current estimates of future environmental cleanup and remediation the long-term monitoring liabilities related to the Incident may change over time due to various factors, including but not limited to, the nature and extent of required future cleanup and removal results from monitoring activities (including those resulting from soil, water, sediment, and air assessment and investigative activities conducted at the site), and the extent and duration of governmental oversight, amongst other factors.
Read it in 10-K 2026-02-09 at sec.gov ↗
RewordedMD&A
Other expense decreased in 2024 primarily due to increased the aforementioned $433 million gains on railway line sales, as further described in Note 9, but also from operating property sales, lower non-income-based taxes, and lower taxes as well as relocation and travel-related expenses.
Read it in 10-K 2026-02-09 at sec.gov ↗
RewordedMD&A
Our The overall net cash expenditures impact attributable to the Incident, net of insurance proceeds received, were $119 million and $652 million in 2024 and 2023, respectively, and which are Incident is presented in “Net cash provided by operating activities” on the Consolidated Statements of Cash Flows.
Read it in 10-K 2026-02-09 at sec.gov ↗
RewordedMD&A
For the full year, we achieved an operating ratio (a measure of 66.4%, the amount of operating revenues consumed by operating expenses) of 64.2%, and an adjusted operating ratio of 65.8% 65.0% (see our non-GAAP reconciliations beginning on page K26), both of which improved on a year-over-year basis. K28).
Read it in 10-K 2026-02-09 at sec.gov ↗
RewordedMD&A
We While we did not repurchase any Common Stock during in 2024, while we repurchased and retired $622 million in 2023 and $3.1 billion in 2022, 2023, which resulted in the retirement of 2.8 million and 12.6 million shares in 2023 and 2022, respectively. shares.
Read it in 10-K 2026-02-09 at sec.gov ↗
RewordedMD&A
The decrease in both periods was due to lower locomotive fuel prices (down 4% in 2025 and 15% in 2024 and 20% in 2023), 2024), which decreased fuel expense by $35 million and $159 million in 2025 and $275 million in 2024 and 2023, 2024, respectively.
Read it in 10-K 2026-02-09 at sec.gov ↗
RewordedMD&A
Our environmental estimates are based upon types of remediation efforts the long-term monitoring activities that are currently anticipated, the volume of contaminants in the impacted areas, anticipated and governmental oversight and other costs, amongst other factors.
Read it in 10-K 2026-02-09 at sec.gov ↗
RewordedMD&A
We had negative working capital of $577 million at December 31, 2025 and $357 million at December 31, 2024 and working capital of $639 million at December 31, 2023. 2024.
Read it in 10-K 2026-02-09 at sec.gov ↗
RewordedMD&A
We consumed 373 366 million gallons of diesel fuel in 2024, 2025, compared with 373 million gallons in 2024 and 377 million gallons in 2023 and 376 million gallons in 2022. 2023.
Read it in 10-K 2026-02-09 at sec.gov ↗
RewordedMD&A
Gains from operating property sales sales, inclusive of the railway line sales, amounted to $253 million, $490 million, and $43 million, and $76 million in 2025, 2024, and 2023, and 2022, respectively.
Read it in 10-K 2026-02-09 at sec.gov ↗
