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

1. 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.new
2. 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.new
3. The Company is subject to business uncertainties and contractual restrictions while the Mergers are pending, which could adversely affect the Company’s business and operations.new
4. Uncertainties associated with the Mergers may cause a loss of management personnel and other key employees, and the Company may have difficulty attracting and motivating management personnel and other key employees.new

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1. 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.
2. New or additional governmental regulation and/or operational changes resulting from or related to the Incident or the Incident Proceedings may negatively impact us, our customers, the rail industry, or the markets we serve.

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1. Governmental legislation, regulation, and Executive Orders over commercial, operational, tax, safety, security, or cybersecurity matters could negatively affect us, our customers, the rail industry, or the markets we serve.Cybersecurity
2. Federal and state environmental laws and regulations could negatively impact us and our operations.
3. U.S. international trade relationships may adversely impact our customers, our industry, and our business.

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1. A significant adverse event on our network may significantly impede our ability to operate and serve our customers.
2. If we are unable to successfully execute on our strategic initiatives, our business and future results of operations may suffer.
3. As a common carrier by rail, we must offer to transport hazardous materials, which exposes us to significant costs and claims.
4. We face competition from other transportation providers.
5. Capacity constraints could negatively impact our service and operating efficiency.
6. Constraints on the supply chain or the operations of carriers with which we interchange may adversely affect our operations.
7. We may be negatively affected by terrorism or war.
8. We may be negatively affected by supply constraints resulting from disruptions in our fuel markets or supplier markets.
9. We may be negatively affected by energy prices.
10. Pandemics, epidemics, or endemic diseases could further negatively impact us, our customers, our supply chain, and our operations.
11. Our business is capital intensive, and we must make capital decisions based upon expectations of future usage of our assets.

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1. A significant cybersecurity incident or other disruption to our technology infrastructure resulting from internal and external threats could disrupt our business operations.Cybersecurity
2. Our business may be seriously harmed if we fail to develop, implement, maintain, upgrade, enhance, protect and integrate our information or operational technology systems.

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1. We may be subject to various claims and lawsuits that could result in significant expenditures.

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1. Failure to attract, retain, and transition key executive officers, or skilled professional or technical employees could adversely impact our business and operations.
2. The vast majority of our employees belong to labor unions, and the renegotiation of labor agreements or any provisions thereof, or any strikes or work stoppages (including any entered into in connection with any such negotiations), could adversely affect our operations.

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1. Severe weather and disasters have caused, and could again cause, significant business interruptions and expenditures.

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1. We may be negatively impacted by changes in general economic conditions.
2. The state of capital markets could adversely affect our liquidity.

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Headings in the FY2024 10-K with no match this year.

1. Concern over climate change has led to significant federal, state, and international legislative and regulatory efforts to limit greenhouse gas (GHG) emissions.