Company Description
Norfolk Southern Corporation (NYSE: NSC) is a freight railroad company in the transportation and warehousing sector, classified in the line-haul railroads industry. According to company disclosures, Norfolk Southern and its predecessor companies have transported goods and materials that support the U.S. economy since 1827. The company’s common stock trades on the New York Stock Exchange under the symbol NSC.
Norfolk Southern operates a 22-state freight transportation network. The company states that its network serves a majority of the country’s population and manufacturing base and connects to every major container port on the Atlantic coast, as well as major ports across the Gulf Coast and Great Lakes. Within this network, Norfolk Southern reports that its team members move approximately 7 million carloads annually, carrying traffic ranging from agriculture to consumer goods. The company also describes its intermodal franchise as the most extensive intermodal network in the eastern United States.
Norfolk Southern emphasizes the role of rail in supporting sustainability. The company reports that by shipping via rail on its network, its customers avoid approximately 15 million tons of yearly carbon emissions compared with alternative modes. This sustainability focus appears both in its core freight operations and in its community impact programs, which include support for initiatives related to parks and trails, public safety, workforce development, and thriving communities across its 22-state footprint.
Business model and operations
Based on the company’s public statements, Norfolk Southern’s business centers on freight rail transportation. While detailed segment breakdowns are not provided in the supplied materials, the company highlights carloads across categories such as agriculture and consumer goods and references intermodal traffic. Earlier descriptive data also notes that the railroad hauls coal, intermodal traffic, and a mix of automotive, agriculture, metal, chemical, and forest products over a large track network in the eastern United States.
Norfolk Southern’s network is positioned to link key population and manufacturing centers with major ports on the Atlantic, Gulf Coast, and Great Lakes. The company describes its intermodal network as extensive in the eastern U.S., which, together with its carload franchise, underpins its role in moving goods and materials that drive the U.S. economy.
Corporate structure and listing
Norfolk Southern Corporation is incorporated in Virginia and is identified in SEC filings under Commission File Number 1-8339 and IRS Employer Identification Number 52-1188014. Its common stock (par value $1.00) is registered under Section 12(b) of the Securities Exchange Act of 1934 and listed on the New York Stock Exchange under the trading symbol NSC. The company files periodic and current reports with the U.S. Securities and Exchange Commission, including Forms 10-K, 10-Q, and 8-K.
Merger agreement with Union Pacific
Norfolk Southern has entered into an Agreement and Plan of Merger with Union Pacific Corporation, as disclosed in multiple Form 8-K filings. Under this agreement, Union Pacific will acquire Norfolk Southern in a stock-and-cash transaction structured as two mergers involving wholly owned Union Pacific subsidiaries. In the first merger, a Union Pacific merger subsidiary will merge with and into Norfolk Southern, with Norfolk Southern surviving as a direct wholly owned subsidiary of Union Pacific. Immediately thereafter, Norfolk Southern will merge with another Union Pacific merger subsidiary, which will survive as a direct wholly owned subsidiary of Union Pacific.
Upon completion of the first merger, each share of Norfolk Southern common stock (with specified exceptions) will be converted into the right to receive one share of Union Pacific common stock and a cash component of $88.82 per share, as set out in the Merger Agreement. Norfolk Southern’s shareholders approved the Merger Agreement and related compensation proposals at a special meeting held on November 14, 2025, as reported in a Form 8-K. Completion of the mergers remains subject to closing conditions, including regulatory approvals, such as approval by the U.S. Surface Transportation Board, and other customary conditions.
The companies have jointly described the planned combination as part of an effort to create America’s first transcontinental railroad, subject to regulatory review and approval. They have filed an application with the Surface Transportation Board detailing the proposed combination and have held analyst and investor calls to discuss the transaction. Norfolk Southern’s SEC filings note that, in connection with the consummation of the mergers, Norfolk Southern’s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. Until the transaction closes and these steps occur, NSC remains listed on the NYSE.
Network, intermodal operations, and sustainability
Norfolk Southern repeatedly highlights its 22-state freight transportation network and its role in serving a majority of the U.S. population and manufacturing base. The company states that it has the most extensive intermodal network in the eastern United States and that it provides connections to every major container port on the Atlantic coast, along with major ports on the Gulf Coast and Great Lakes. This network supports both traditional carload traffic and intermodal movements, which involve the transfer of containers and trailers between rail and other modes.
In its public communications, Norfolk Southern links its operations to environmental benefits. The company reports that rail transportation on its network helps customers avoid about 15 million tons of carbon emissions annually. It has also referenced achieving fuel efficiency records and aligning its operations with customer and community sustainability objectives. These sustainability claims appear in earnings-related press releases and in descriptions of the company in news and investor materials.
Labor relations and workforce
Norfolk Southern’s workforce is described as a team of dedicated railroaders who support safe and efficient operations. The company has disclosed a five-year collective bargaining agreement with the Brotherhood of Railroad Signalmen, covering nearly 970 signal employees across its network. That agreement includes enhancements to pay, health care, vacation benefits, and local work rules, such as travel-expense reimbursement and scheduling flexibility.
In the context of the proposed merger with Union Pacific, Norfolk Southern has also been involved in a broader labor-related agreement. A separate announcement by Union Pacific and the SMART-TD union notes a historic agreement providing job protections for certain unionized employees as the companies pursue the proposed merger. Norfolk Southern’s leadership is cited in that communication as emphasizing that the merger is expected to create opportunities for growth and that the companies have made commitments regarding jobs for union employees.
Community impact and philanthropy
Norfolk Southern reports a significant level of community investment across its network. In one year, the company donated over $18.2 million to charities across its 22-state network, supporting programs aligned with four community impact pillars: sustainability, safety, workforce development, and thriving communities. The company notes that it provided grants to more than 385 organizations in over 210 cities, and that employees volunteered thousands of hours with organizations such as HOPE Atlanta, Habitat for Humanity, and Marine Toys for Tots.
Within its sustainability pillar, Norfolk Southern highlights donations to the Trust for Public Land to advance equitable access to parks and trails. In the safety pillar, the company has invested in public safety initiatives, including contributions to police foundations and Safety First grants. Workforce development efforts include support for welding training centers, scholarship programs such as Trades on Track, and the Thoroughbred Scholars program, which has awarded scholarships to children of Norfolk Southern team members. Under its thriving communities pillar, the company has directed grants toward housing, food, job training, disaster relief, and healthcare support in multiple states.
Financial reporting and dividends
Norfolk Southern regularly reports its financial results through press releases and Form 8-K filings. For example, the company has disclosed quarterly revenues, income from railway operations, operating ratios, and diluted earnings per share, along with non-GAAP measures that adjust for merger-related expenses, restructuring charges, and the effects of a noted Eastern Ohio incident. These financial communications are accompanied by reconciliations and cautionary statements regarding forward-looking information.
The company also discloses information about its dividend practices. Norfolk Southern announced a quarterly dividend of $1.35 per share on its common stock, noting that it has paid a dividend for 173 consecutive quarters since its formation in 1982. Dividend declarations specify record and payment dates and are communicated through news releases and SEC filings.
Regulatory and legal context
As a publicly traded railroad company, Norfolk Southern is subject to oversight by the U.S. Securities and Exchange Commission and transportation regulators. The company’s SEC filings include detailed risk factor discussions, references to litigation and governmental proceedings, and descriptions of environmental remediation obligations, including those related to the Eastern Ohio incident. In connection with the merger process, Norfolk Southern has disclosed shareholder litigation and demand letters alleging disclosure deficiencies in the joint proxy statement/prospectus and has provided supplemental disclosures while stating that it believes existing disclosures comply with applicable law.
The company’s filings and joint communications with Union Pacific include extensive forward-looking statements and cautionary notes that outline potential risks to the completion and benefits of the proposed transaction. These include the possibility that regulatory approvals may not be obtained, that conditions may be imposed, that integration may be more costly or difficult than expected, and that economic, competitive, or operational factors could affect outcomes.
Status and outlook
Based on the provided materials, Norfolk Southern continues to operate its 22-state freight transportation network and remains listed on the New York Stock Exchange under the symbol NSC while the proposed acquisition by Union Pacific is under review. The transaction is expected by the companies to close by early 2027, but completion is subject to regulatory approvals and other closing conditions described in the Merger Agreement and related SEC filings. Until those conditions are satisfied and the transaction is consummated, Norfolk Southern’s disclosures present the merger as a proposed transaction rather than a completed corporate transformation.