Norfolk Southern (NSC) 10-K risk factor changes: FY2021 vs FY2020

REGULATORY [added: AND LEGISLATIVE] RISKS

Significant governmental [removed: legislation] [added: legislation, regulation,] and [removed: regulation] [added: Executive Orders] over commercial, tax, operating and environmental matters could affect us, our customers, and the markets we serve. Congress can enact laws that could increase economic regulation of the industry.

The Rail Safety Improvement Act of 2008, the Surface Transportation Extension Act of 2015, and the implementing regulations promulgated by the FRA [removed: (collectively “the PTC laws and regulations”)] required us (and each other Class I railroad) to implement an interoperable positive train control system (PTC) on main lines over which five million or more gross tons of annual traffic and certain hazardous materials are transported, and on any main lines over which intercity or commuter rail passenger transportation is regularly provided.

Our operations are subject to extensive federal and state environmental laws and regulations concerning, among other [removed: things,] [added: things:] emissions to the air; discharges to waterways or groundwater supplies; handling, storage, transportation, and disposal of waste and other materials; and, the cleanup of hazardous material or petroleum releases.

Environmental problems that are latent or undisclosed may exist on these properties, and we could incur environmental liabilities or costs, the amount and materiality of which cannot be estimated reliably at this time, with [removed: respect to one or more of these properties.]

[removed: The COVID-19 pandemic could further impact us, our customers, our supply chain and our operations.] The [added: COVID-19] pandemic [removed: has] negatively impacted the economy and continues to generate [removed: significant] economic uncertainty.

[added: Pandemics, epidemics or endemic diseases could further impact us, our customers, our supply chain and our operations.] The magnitude and duration of [removed: the] [added: a] pandemic, [added: epidemic or endemic disease,] and its impact on our customers and general economic conditions will influence the demand for our services and affect our revenues.

In addition, [removed: COVID-19] [added: such outbreaks] could affect our operations and business continuity if a significant number of our essential employees, overall or in a key location, are quarantined from contraction of or exposure to the disease or if governmental orders prevent our [removed: operating] employees or critical suppliers [added: (including individuals that have not received mandated vaccinations)] from working.

To the extent [removed: COVID-19] [added: such diseases] adversely affects our business and financial results, [removed: it] [added: they] may also have the effect of heightening many of the other risks described in the risk factors included [removed: herein.][added: herein, or may affect our operating and financial results in a manner that is not presently known to us.]

[removed: Any future improvements, expenditures, legislation, or regulation materially increasing the quality or reducing the cost of alternative modes of transportation in the regions in which we operate (such as granting materially greater latitude] for motor carriers with respect to size or weight limitations or adoption of autonomous commercial vehicles) could have a material adverse effect on our ability to compete with other modes of transportation.

[removed: The] [added: Constraints on the supply chain or the] operations of carriers with which we interchange may adversely affect our operations. Our ability to provide rail service to customers in the U.S. and Canada depends in large part upon [added: a functioning global supply chain and] our ability to maintain collaborative relationships with connecting carriers (including shortlines and regional railroads) with respect to, among other matters, freight rates, revenue division, car supply and locomotive availability, data exchange and communications, reciprocal switching, interchange, and trackage rights.

Deterioration in the [added: supply chain or] operations of or service provided by connecting carriers, or in our relationship with those connecting carriers, could result in our inability to meet our customers’ demands or require us to use alternate train routes, which could result in significant additional costs and network inefficiencies.

If [removed: unionized workers] [added: our craft employees] were to engage in a strike, work stoppage, or other slowdown, we could experience a significant disruption of our operations.

We may be affected by supply constraints resulting from disruptions in the fuel markets or the nature of some of our supplier markets. We consumed [removed: approximately 368] [added: over 380] million gallons of diesel fuel in [removed: 2020.][added: 2021.]

Due to the [removed: capital intensive] [added: capital-intensive] nature, as well as the industry-specific requirements of the rail industry, high barriers of entry exist for potential new suppliers of core railroad items, such as locomotives and rolling stock equipment.

Additionally, we compete with other industries for available capacity and raw materials used in the production of [removed: locomotives and certain track and rolling stock materials.]

In addition, legislation and regulation related to [removed: GHGs] [added: GHG emissions] could negatively affect the markets we serve and our customers.

Even without legislation or regulation, government incentives and adverse publicity relating to [removed: GHGs] [added: GHG emissions] could negatively affect the markets for certain of the commodities we carry and our customers that (1) use commodities we carry to produce energy, including coal, (2) use significant amounts of energy in producing or delivering the commodities we carry, or (3) manufacture or produce goods that consume significant amounts of [removed: energy.][added: energy associated with GHG emissions.]

We may be affected by general economic conditions. [removed: Prolonged negative] [added: Negative] changes in domestic and global economic conditions, including reduced import and export volumes, could affect the producers and consumers of the commodities we carry.

[removed: We rely on technology and technology improvements in our business operations.] If we experience significant disruption or failure of one or more of [removed: our] information technology [removed: systems,] [added: systems operated by us or under control of third parties,] including computer hardware, software, and communications equipment, we could experience a service [removed: interruption, a security breach,] [added: interruption] or other operational difficulties.

[removed: Additionally,] [added: Our business may be seriously harmed] if we [added: fail to develop, implement, maintain, upgrade, enhance, protect and integrate our information technology systems. If we] do not have sufficient capital to [added: develop,] acquire [removed: new technology] or [removed: we are unable to] implement new technology, we may suffer a competitive disadvantage within the rail industry and with companies providing alternative modes of transportation service.

Similarly, regulations promulgated by agencies and the issuance of Executive Orders can affect us, our customers, and the markets we serve.

respect to one or more of these properties.

Our compliance with vaccine mandates could lead to employee absences, resignations, labor disputes or work stoppages.

Future pandemics, epidemics or endemic diseases may cause similar consequences.

A significant cybersecurity incident or other disruption to our technology infrastructure could disrupt our business operations. We rely on information technology, and improvements in that technology, in all aspects of our business.

Although we maintain comprehensive security programs designed to protect our information technology systems, we are continually targeted by threat actors attempting to access our networks.

While we have experienced cybersecurity events that have had minimal impact, future events may result in more significant impacts to business operations.

These potentially impactful events could include unauthorized access to our systems, viruses, ransomware, and/or compromise, acquisition, or destruction of our data.

We also could be impacted by cybersecurity events targeting third parties that we rely on for business operations, including third party vendors that have access to our systems or data and third parties in our supply chain.

Such a direct or indirect cybersecurity incident could interrupt our service, cause safety failures or operational difficulties, decrease revenues, increase operating costs, impact our efficiency, damage our corporate reputation, and/or expose us to litigation or government investigations, which could result in penalties, fines or judgments.

In addition, our failure to comply with privacy-related or data protection laws and regulations could result in government investigations and proceedings against us, or litigation, resulting in adverse reputational impacts, penalties, and legal liability.

Any future improvements, expenditures, legislation, or regulation materially increasing the quality or reducing the cost of alternative modes of transportation in the regions in which we operate (such as granting materially greater latitude

locomotives and certain track and rolling stock materials.

Severe weather and disasters have caused, and could again cause, significant business interruptions and expenditures. Severe weather conditions and other natural phenomena resulting from changing weather patterns and rising sea levels or other causes, including hurricanes, floods, fires, landslides, extreme temperatures, significant precipitation, and earthquakes, have caused, and may again cause damage to our network, our workforce to be unavailable and us to be unable to use our equipment.

Additionally, shifts in weather patterns caused by climate change are expected to increase the frequency, severity or duration of certain adverse weather conditions, which could cause more significant business interruptions that result in increased costs, increased liabilities, and decreased revenues.

MACROECONOMIC AND MARKET RISKS

K14

PTC is installed on 8,000 of our 19,300 routes miles.

Severe weather could result in significant business interruptions and expenditures. Severe weather conditions and other natural phenomena, including hurricanes, floods, fires, and earthquakes, may cause significant business interruptions and result in increased costs, increased liabilities, and decreased revenues.

GENERAL RISKS

We also face cybersecurity threats which may result in breaches of systems, or compromises of sensitive data, which may also result in service interruptions, safety failures, or operational difficulties.

Such a breach, or compromise, could decrease revenues, increase operating costs, including those to protect our infrastructure, impact our efficiency, or damage our corporate reputation.

[removed: In addition, we operate the most extensive intermodal network in the East and] [added: We] are [added: also] a principal carrier of coal, automobiles, and automotive parts.

We [removed: continue to monitor the impact of the pandemic on our employees’ availability and] remain committed to protecting our [removed: employees] [added: employees, operating safely,] and providing excellent transportation service products for our customers.

| | | | [added: 2021] | | | | | | [added: 2020] | | | | | | [added: 2019] | | | | | | [removed: 2020] [added: vs. 2020] | | | | | | [removed: 2019] [added: vs. 2019] | | | | | |

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | vs. [removed: 2019] [added: 2020] | | | | | | vs. [removed: 2018] [added: 2019] | | | | | |

| Income from railway operations | | | $ | [removed: 3,002] [added: 4,447] | | | | | $ | [removed: 3,989] [added: 3,002] | | | | | $ | [removed: 3,959] [added: 3,989] | | | | | [removed: (25] [added: 48] | | [removed: %)] [added: %] | | | | [removed: 1] [added: (25] | | [removed: %] [added: %)] | | | |

| Net income | | | $ | [removed: 2,013] [added: 3,005] | | | | | $ | [removed: 2,722] [added: 2,013] | | | | | $ | [removed: 2,666] [added: 2,722] | | | | | [removed: (26] [added: 49] | | [removed: %)] [added: %] | | | | [removed: 2] [added: (26] | | [removed: %] [added: %)] | | | |

| Diluted earnings per share | | | $ | [removed: 7.84] [added: 12.11] | | | | | $ | [removed: 10.25] [added: 7.84] | | | | | $ | [removed: 9.51] [added: 10.25] | | | | | [removed: (24] [added: 54] | | [removed: %)] [added: %] | | | | [removed: 8] [added: (24] | | [removed: %] [added: %)] | | | |

| Railway operating ratio (percent) | | | [removed: 69.3] [added: 60.1] | | | | | | [removed: 64.7] [added: 69.3] | | | | | | [removed: 65.4] [added: 64.7] | | | | | | [removed: 7] [added: (13] | | [removed: %] [added: %)] | | | | [removed: (1] [added: 7] | | [removed: %)] [added: %] | | | |

Railway operating revenues declined as lower customer demand resulted in [removed: volume reductions.][added: reduced volume.]

Additionally, negative mix and lower fuel surcharge revenue, partially offset by increased pricing, led to lower [added: average] revenue per unit.

[removed: Railway operating expenses decreased due to declines in] fuel price and consumption, reduced employment levels, lower volumes and operational efficiency improvements.

[removed: Additionally,] [added: The decline in railway operating expenses was largely due to the absence of two charges, as] 2020 results were adversely impacted by a [added: $385 million] loss on asset disposal [removed: of $385 million] related to locomotives [removed: sold,] and [removed: by] a $99 million impairment charge related to an equity method investment.

For more information on [removed: the impact of] these charges, see Notes 7 and 6, respectively.

The following tables adjust our 2020 U.S. Generally Accepted Accounting Principles [removed: (“GAAP”)] [added: (GAAP)] financial results to exclude the effects of the [removed: aforementioned charges.][added: loss on asset disposal and investment impairment.]

The income tax effects on [removed: the] [added: these] non-GAAP adjustments were calculated based on the applicable tax rates to which the non-GAAP adjustments relate.

| | | | Reported [removed: 2020] (GAAP) | | | | | | Loss on Asset Disposal | | | | | | Investment Impairment | | | | | | Adjusted [removed: 2020] (non-GAAP) | | |

| | | | | | | | | | | | | | | | | | | | | | [removed: Adjusted] [added: 2021] | | | | | | [added: Adjusted] | | |

| | | | [removed: Adjusted] | | | | | | [added: Adjusted] | | | | | | | | | | | | [removed: 2020] [added: vs. Adjusted] | | | | | | [added: 2020] | | |

| | | | [removed: 2020] | | | | | | [added: 2020] | | | | | | | | | | | | [removed: (non-GAAP)] [added: 2020] | | | | | | [removed: 2019] [added: (non-GAAP)] | | |

| | | | [removed: (non-GAAP)] [added: 2021] | | | | | | [removed: 2019] [added: (non-GAAP)] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: vs. 2019] [added: (non-GAAP)] | | | | | | vs. [removed: 2018] [added: 2019] | | |

| Railway operating expenses | | | $ | [removed: 6,303] [added: 6,695] | | | | | $ | [removed: 7,307] [added: 6,303] | | | | | $ | [removed: 7,499] [added: 7,307] | | | | | [removed: (14] [added: 6] | | [removed: %)] [added: %] | | | | [removed: (3] [added: (14] | | %) |

| Income from railway operations | | | $ | [removed: 3,486] [added: 4,447] | | | | | $ | [removed: 3,989] [added: 3,486] | | | | | $ | [removed: 3,959] [added: 3,989] | | | | | [removed: (13] [added: 28] | | [removed: %)] [added: %] | | | | [removed: 1] [added: (13] | | [removed: %] [added: %)] |

| Income before income taxes | | | $ | [removed: 3,014] [added: 3,878] | | | | | $ | [removed: 3,491] [added: 3,014] | | | | | $ | [removed: 3,469] [added: 3,491] | | | | | [removed: (14] [added: 29] | | [removed: %)] [added: %] | | | | [removed: 1] [added: (14] | | [removed: %] [added: %)] |

| Income taxes | | | $ | [removed: 639] [added: 873] | | | | | $ | [removed: 769] [added: 639] | | | | | $ | [removed: 803] [added: 769] | | | | | [removed: (17] [added: 37] | | [removed: %)] [added: %] | | | | [removed: (4] [added: (17] | | %) |

| Net income | | | $ | [removed: 2,375] [added: 3,005] | | | | | $ | [removed: 2,722] [added: 2,375] | | | | | $ | [removed: 2,666] [added: 2,722] | | | | | [removed: (13] [added: 27] | | [removed: %)] [added: %] | | | | [removed: 2] [added: (13] | | [removed: %] [added: %)] |

| Diluted earnings per share | | | $ | [removed: 9.25] [added: 12.11] | | | | | $ | [removed: 10.25] [added: 9.25] | | | | | $ | [removed: 9.51] [added: 10.25] | | | | | [removed: (10] [added: 31] | | [removed: %)] [added: %] | | | | [removed: 8] [added: (10] | | [removed: %] [added: %)] |

| Railway operating ratio (percent) | | | [removed: 64.4] [added: 60.1] | | | | | | [removed: 64.7] [added: 64.4] | | | | | | [removed: 65.4] [added: 64.7] | | | | | | [removed: —] [added: (7] | | [removed: %] [added: %)] | | | | [removed: (1] [added: —] | | [removed: %)] [added: %] |

The following tables present a three-year comparison of revenues, volumes (units), and average revenue per unit by [removed: major] commodity group.

| | | | Revenues | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | |

| Agriculture, forest and consumer products | | | $ | [removed: 2,116] [added: 2,251] | | | | | $ | [removed: 2,256] [added: 2,116] | | | | | $ | [removed: 2,188] [added: 2,256] | | | | | [removed: (6] [added: 6] | | [removed: %)] [added: %] | | | | [removed: 3] [added: (6] | | [removed: %] [added: %)] | | | |

| Chemicals | | | [removed: 1,809] [added: 1,951] | | | | | | [removed: 2,092] [added: 1,809] | | | | | | [removed: 2,083] [added: 2,092] | | | | | | [removed: (14] [added: 8] | | [removed: %)] [added: %] | | | | [removed: —] [added: (14] | | [removed: %] [added: %)] | | | |

| Metals and construction | | | [removed: 1,333] [added: 1,562] | | | | | | [removed: 1,461] [added: 1,333] | | | | | | [removed: 1,482] [added: 1,461] | | | | | | [removed: (9] [added: 17] | | [removed: %)] [added: %] | | | | [removed: (1] [added: (9] | | %) | | | |

| Automotive | | | [removed: 830] [added: 905] | | | | | | [removed: 994] [added: 830] | | | | | | [removed: 991] [added: 994] | | | | | | [removed: (16] [added: 9] | | [removed: %)] [added: %] | | | | [removed: —] [added: (16] | | [removed: %] [added: %)] | | | |

| Merchandise | | | [removed: 6,088] [added: 6,669] | | | | | | [removed: 6,803] [added: 6,088] | | | | | | [removed: 6,744] [added: 6,803] | | | | | | [removed: (11] [added: 10] | | [removed: %)] [added: %] | | | | [removed: 1] [added: (11] | | [removed: %] [added: %)] | | | |

| Intermodal | | | [removed: 2,654] [added: 3,163] | | | | | | [removed: 2,824] [added: 2,654] | | | | | | [removed: 2,893] [added: 2,824] | | | | | | [removed: (6] [added: 19] | | [removed: %)] [added: %] | | | | [removed: (2] [added: (6] | | %) | | | |

| Coal | | | [removed: 1,047] [added: 1,310] | | | | | | [removed: 1,669] [added: 1,047] | | | | | | [removed: 1,821] [added: 1,669] | | | | | | [removed: (37] [added: 25] | | [removed: %)] [added: %] | | | | [removed: (8] [added: (37] | | %) | | | |

| Total | | | $ | [removed: 9,789] [added: 11,142] | | | | | $ | [removed: 11,296] [added: 9,789] | | | | | $ | [removed: 11,458] [added: 11,296] | | | | | [removed: (13] [added: 14] | | [removed: %)] [added: %] | | | | [removed: (1] [added: (13] | | %) | | | |

| | | | Units | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | |

| Agriculture, forest and consumer products | | | [removed: 704.4] [added: 725.5] | | | | | | [removed: 763.7] [added: 704.4] | | | | | | [removed: 790.7] [added: 763.7] | | | | | | [removed: (8] [added: 3] | | [removed: %)] [added: %] | | | | [removed: (3] [added: (8] | | %) | | | |

| Chemicals | | | [removed: 482.0] [added: 529.7] | | | | | | [removed: 588.9] [added: 482.0] | | | | | | [removed: 604.7] [added: 588.9] | | | | | | [removed: (18] [added: 10] | | [removed: %)] [added: %] | | | | [removed: (3] [added: (18] | | %) | | | |

We are one of the nation’s premier transportation companies, moving goods and materials that help drive the U.S. economy.

We connect customers to markets and communities to economic opportunity with safe, reliable, and cost-effective shipping solutions.

Our Norfolk Southern Railway Company subsidiary operates in 22 states and the District of Columbia.

In addition, in the East we serve every major container port and operate the most extensive intermodal network.

During 2021, revenue growth and the absence of two prior-year charges resulted in substantial increases in operating income, net income and earnings per share.

Our current year results compare favorably to the prior year, during which there was a pandemic-induced decline in demand which resulted in reduced earnings.

The COVID-19 pandemic continues to impact the U.S. and global economies and has resulted in ongoing supply chain challenges.

We are monitoring and reacting to the evolving nature of the pandemic, governmental responses, and their impacts on our business, including employee availability.

| | | | | | | | | | | | | | | | | | | | | | 2021 | | | | | | 2020 | | | | | |

Income from railway operations increased in 2021 compared to 2020, the result of a 14% increase in railway operating revenues and a 1% reduction in railway operating expenses.

Revenue growth was driven by increased average revenue per unit and higher volumes, the result of improved customer demand.

Higher fuel costs, purchased services, and compensation and benefits expense mostly offset the reduction associated with these charges.

Additionally, gains on the sale of operating properties increased compared to the prior year.

The 48% increase in income from railway operations drove comparable increases in net income and diluted earnings per share.

Our railway operating ratio (a measure of the amount of operating revenues consumed by operating expenses) decreased to 60.1 percent.

Railway operating expenses decreased due to declines in

K18

These decreases in expenses were partially offset by the impact of the aforementioned charges.

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | vs. 2020 | | | | | | vs. 2019 | | | | | |

Higher revenue for 2021 was the result of increased average revenue per unit, driven by pricing gains, higher fuel surcharge revenue, increased intermodal storage service charges and improved mix, as well as volume growth.

| | | | 2021 vs. 2020 | | | | | | | | | | | | | | | | | | 2020 vs. 2019 | | | | | | | | | | | | | | |

In 2021, revenues rose due to increased volume and higher average revenue per unit driven by increased fuel surcharge revenue and pricing.

Volumes increased in all merchandise commodity groups, reflecting continued economic recovery following the onset of the COVID-19 pandemic.

In 2021, the rise was the result of higher volume across almost all markets as the economy has improved since the early months of the pandemic in 2020 and increased average revenue per unit, the result of pricing gains and higher fuel surcharge revenue.

Gains in ethanol, pulpboard, beverages, lumber and wood, and woodchips more than offset declines in soybeans and pulp.

The increase in volume was due to economic and production recovery since the beginning of the pandemic, despite ongoing challenges in the energy markets.

The markets with the largest gains were solid waste, industrial chemicals, sand, natural gas liquids, and plastics.

The onset of the pandemic created an overabundance of products in the market

We expect carload increases in plastics, solid waste, and petroleum products to be partially offset by reduced volumes of inorganic chemicals.

Metals and construction revenues were higher in 2021 but declined in 2020 compared with the prior years.

In 2021, revenue growth was driven by increased volumes and higher average revenue per unit, the result of pricing gains and higher fuel surcharge revenue.

Volume increased across almost all markets due to economic improvement since the beginning of the pandemic.

The markets serving the metal production industry, including coil steel, scrap metal, and iron and steel, experienced the largest gains.

Automotive volumes were higher due primarily to increased retail demand and the impact of prior-year pandemic-induced production shutdowns.

This was partially offset by the impact of the microchip shortage on production.

In 2022, automotive revenues are expected to increase as a result of higher volume, as inventories replenish, and increased average revenue per unit driven by pricing gains.

INTERMODAL revenues increased in 2021 but decreased in 2020 compared with the prior years.

The rise in 2021 was primarily the result of higher average revenue per unit driven by increased storage service charges, higher fuel surcharge revenue and pricing gains.

| | | | | | | | | | | | | | | | | | | | | | 2021 | | | | | | 2020 | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | vs. 2020 | | | | | | vs. 2019 | | | | | |

We are one of the nation’s premier transportation companies.

Our Norfolk Southern Railway Company subsidiary operates approximately 19,300 route miles in 22 states and the District of Columbia, serves every major container port in the eastern U.S., and provides efficient connections to other rail carriers.

In 2020, we continued the implementation of our strategic plan, including tactical changes to our operating plan, to generate operational efficiencies, improve customer service, and deliver strong financial results.

The COVID-19 pandemic caused significant economic disruption and, along with softening energy markets, reduced the demand for our services.

Nevertheless, we executed on operational initiatives to generate efficiencies and lower our cost structure.

In the face of economic headwinds that resulted in a year-over-year volume decline of 12%, we improved productivity by driving year-over-year average headcount down by 18%, and we increased asset utilization through rationalization of our locomotive fleet.

These sustainable cost structure improvements will provide greater benefits as the economy recovers.

However, there is still substantial uncertainty as to the pace of economic recovery and the continued effects of the pandemic on our results of operations.

Income from railway operations rose in 2019 compared to 2018 as a 3% reduction in railway operating expenses more than offset the impact of a 1% decline in railway operating revenues.

In addition to higher income from railway operations, net income and diluted earnings per share growth in 2019 also benefited from a lower effective

tax rate.

Our continuing share repurchase program contributed to diluted earnings per share growth that exceeded that of net income.

At the beginning of 2020, we combined the agriculture products and forest and consumer commodity groups.

In addition, we also made changes in the categorization of certain other commodity groups within Merchandise.

Prior period railway operating revenues, units, and revenue per unit have been reclassified to conform to the current presentation (see Note 2).

In 2019, revenues grew due to higher average revenue per unit, driven by pricing gains, which were partially offset by volume declines in all commodity groups.

Revenue growth in 2019 was due to higher average revenue per unit, a result of pricing gains, which more than offset volume declines.

Volume was down due to decreased shipments of ethanol, pulpboard, lumber, soybeans, pulp, woodchips, canned goods, and fertilizer, partially offset by increased corn shipments.

In

2019, the rise was the result of higher average revenue per unit, due to pricing gains, which were partially offset by volume declines.

Volume declines in natural gas, sand, petroleum products, organic and inorganic chemicals, and plastics were partially offset by gains in crude oil and municipal waste.

We expect carloads to increase due to growth in plastics, organic chemicals, petroleum products, and solid waste which is projected to be partially offset by reduced volumes of sand, crude oil and natural gas liquids.

Metals and construction revenues declined in both periods.

Volume declines in iron and steel, coil, scrap metal, and kaolin were partially offset by increases in aggregates shipments due to improved service and market strength.

In 2019, higher average revenue per unit, driven by price increases, offset volume declines that were primarily the result of decreases in U.S. light vehicle production and the United Automobile Workers strike in the fourth quarter.

In 2021, automotive revenues are expected to increase as a result of higher volume as inventories continue to rebuild.

INTERMODAL revenues decreased in both periods.

Domestic volume fell in both periods.

Volume was challenged in 2019 by stronger over-the-road competition.

The rise in 2019 was due to increased demand from new and existing customers partially offset by lower shipments due to tariff concerns.

COAL revenues decreased in both periods.

The decrease in 2019 was a result of lower volume, which was partially offset by higher average revenue per unit, driven by pricing gains.

For 2021, we expect coal revenues to decline.

We anticipate overall coal volume to be down as continued declines in utility are projected to more than offset domestic metallurgical and export gains.

Utility coal tonnage decreased in both periods.

The decline in 2019 was due to continued headwinds from low natural gas prices and additional natural gas and renewable energy generating capacity, which were slightly offset by customer inventory rebuilding.

For 2021, utility coal tonnage is expected to decrease as a result of high stockpiles and continued pressure from natural gas and renewable energy.

Export coal tonnage decreased in both periods.

The decline in 2019 was a result of weak thermal seaborne pricing and coal supply disruptions at certain mines.

For 2021, export coal tonnage is expected to increase due to the global recovery from COVID-19.

K31

K32

GENERAL – Norfolk Southern Corporation (Norfolk Southern) is [removed: a Norfolk, Virginia-based] [added: an Atlanta, Georgia-based] company that owns a major freight railroad, Norfolk Southern Railway Company (NSR).

RAILROAD OPERATIONS – At December 31, [removed: 2020,] [added: 2021,] we operated approximately 19,300 route miles in 22 states and the District of Columbia.

[removed: ][added: ]

| | | | Mileage Operated at December 31, [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2016] [added: 2017] | | | | | |

| Revenue ton miles (billions) | | | [removed: 164] [added: 178] | | | | | | [removed: 194] [added: 164] | | | | | | [removed: 207] [added: 194] | | | | | | [removed: 201] [added: 207] | | | | | | [removed: 191] [added: 201] | | | | | |

| Revenue per thousand revenue ton miles | | | $ | [removed: 59.67] [added: 62.56] | | | | | $ | [removed: 58.21] [added: 59.67] | | | | | $ | [removed: 55.25] [added: 58.21] | | | | | $ | [removed: 52.38] [added: 55.25] | | | | | $ | [removed: 51.91] [added: 52.38] | | | | |

| Revenue ton miles (thousands) per railroad employee | | | [removed: 8,191] [added: 9,694] | | | | | | [removed: 7,939] [added: 8,191] | | | | | | [removed: 7,822] [added: 7,939] | | | | | | [removed: 7,474] [added: 7,822] | | | | | | [removed: 6,838] [added: 7,474] | | | | | |

| operating revenues (railway operating ratio) | | | [removed: 69.3%] [added: 60.1%] | | | | | | [removed: 64.7%] [added: 69.3%] | | | | | | [removed: 65.4%] [added: 64.7%] | | | | | | [removed: 66.6%] [added: 65.4%] | | | | | | [removed: 69.6%] [added: 66.6%] | | | | | |

RAILWAY OPERATING REVENUES – Total railway operating revenues were [removed: $9.8] [added: $11.1] billion in [removed: 2020.][added: 2021.]

In [removed: 2020,] [added: 2021,] we handled [removed: 2.1] [added: 2.3] million merchandise carloads, which accounted for [removed: 62%] [added: 60%] of our total railway operating revenues.

In [removed: 2020,] [added: 2021,] we handled [removed: 4.0] [added: 4.1] million intermodal units, which accounted for [removed: 27%] [added: 28%] of our total railway operating revenues.

COAL – Coal revenues accounted for [removed: 11%] [added: 12%] of our total railway operating revenues in [removed: 2020.][added: 2021.]

We handled [removed: 64] [added: 73] million tons, or [removed: 0.6] [added: 0.7] million carloads, most of which originated on our lines from major eastern coal basins, with the balance from major western coal basins received via the Memphis and Chicago gateways.

Our railroad infrastructure makes us capital intensive with net properties of approximately [removed: $31] [added: $32] billion on a historical cost basis.

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2016] [added: 2017] | | |

| Road and other property | | | $ | [removed: 1,046] [added: 1,041] | | | | | $ | [removed: 1,371] [added: 1,046] | | | | | $ | [removed: 1,276] [added: 1,371] | | | | | $ | [removed: 1,210] [added: 1,276] | | | | | $ | [removed: 1,292] [added: 1,210] | |

| Equipment | | | [removed: 448] [added: 429] | | | | | | [removed: 648] [added: 448] | | | | | | [removed: 675] [added: 648] | | | | | | [removed: 513] [added: 675] | | | | | | [removed: 595] [added: 513] | | |

| Total | | | $ | [removed: 1,494] [added: 1,470] | | | | | $ | [removed: 2,019] [added: 1,494] | | | | | $ | [removed: 1,951] [added: 2,019] | | | | | $ | [removed: 1,723] [added: 1,951] | | | | | $ | [removed: 1,887] [added: 1,723] | |

Equipment – At December 31, [removed: 2020,] [added: 2021,] we owned or leased the following units of equipment:

| Multiple purpose | | | [removed: 3,060] [added: 3,068] | | | | | | — | | | | | | [removed: 3,060] [added: 3,068] | | | | | | [removed: 11,901,400] [added: 11,940,400] | | |

| Total locomotives | | | [removed: 3,202] [added: 3,210] | | | | | | — | | | | | | [removed: 3,202] [added: 3,210] | | | | | | [removed: 11,905,800] [added: 11,944,800] | | |

The following table indicates the number and year built for locomotives and freight cars owned at December 31, [removed: 2020:][added: 2021:]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2011- 2015] [added: 2012- 2016] | | | | | | [removed: 2006- 2010] [added: 2007- 2011] | | | | | | [removed: 2005] [added: 2006] & Before | | | | | | Total | | |

| % of fleet | | | — | | | | | | [removed: 1] [added: —] | | [removed: %] | | | | 1 | | % | | | | [removed: 2] [added: 1] | | % | | | | 2 | | % | | | | [removed: 9] [added: 8] | | % | | | | 8 | | % | | | | [removed: 77] [added: 80] | | % | | | | 100 | | % |

| % of fleet | | | — | | | | | | [removed: 1] [added: —] | | [removed: %] | | | | [removed: —] [added: 1] | | [added: %] | | | | [removed: 1] [added: —] | | [removed: %] | | | | [removed: 2] [added: 1] | | % | | | | [removed: 22] [added: 15] | | % | | | | [removed: 12] [added: 22] | | % | | | | [removed: 62] [added: 61] | | % | | | | 100 | | % |

The following table shows the average age of our owned locomotive and freight car fleets at December 31, [removed: 2020] [added: 2021] and information regarding [removed: 2020] [added: 2021] retirements:

| Average age – in service | | | [removed: 25.7] [added: 26.7] years | | | | | | [removed: 25.6] [added: 25.7] years | | |

| Retirements | | | [removed: 704] [added: 2] units | | | | | | [removed: 6,338] [added: 2,308] units | | |

| Average age – retired | | | [removed: 31.3] [added: 31.5] years | | | | | | [removed: 42.7] [added: 42.2] years | | |

Track Maintenance – Of the [removed: 35,500] [added: 35,300] total miles of track on which we operate, we are responsible for maintaining [removed: 28,800] [added: 28,700] miles, with the remainder being operated under trackage rights from other parties responsible for maintenance.

Approximately [removed: 39%] [added: 41%] of our lines, excluding rail operated pursuant to trackage rights, carried 20 million or more gross tons per track mile during [removed: 2020.][added: 2021.]

| Track miles of rail installed | | | [removed: 418] [added: 458] | | | | | | [removed: 449] [added: 418] | | | | | | [removed: 416] [added: 449] | | | | | | [removed: 466] [added: 416] | | | | | | [removed: 518] [added: 466] | | |

| Miles of track surfaced | | | [removed: 4,785] [added: 4,225] | | | | | | [removed: 5,012] [added: 4,785] | | | | | | [removed: 4,594] [added: 5,012] | | | | | | [removed: 5,368] [added: 4,594] | | | | | | [removed: 4,984] [added: 5,368] | | |

| Crossties installed (millions) | | | [removed: 1.8] [added: 2.0] | | | | | | [removed: 2.4] [added: 1.8] | | | | | | [removed: 2.2] [added: 2.4] | | | | | | [removed: 2.5] [added: 2.2] | | | | | | [removed: 2.3] [added: 2.5] | | |

Traffic Control – Of the [removed: 16,400] [added: 16,200] route miles we dispatch, 11,300 miles are signalized, including 8,500 miles of centralized traffic control (CTC) and 2,800 miles of automatic block signals.

Workforce – We employed an average of [removed: 20,200] [added: 18,500] employees during [removed: 2020,] [added: 2021,] and [removed: 19,100] [added: 18,100] employees at the end of [removed: 2020.][added: 2021.]

[added: We measure employee safety performance through internal metrics] such as lost-time injuries and serious injuries per 200,000 employee-hours and metrics established by the Federal [removed: Railroad Administration (FRA), such as FRA reportable injuries per 200,000 employee-hours.]

Efforts have been made over the past several years to increase federal economic regulation of the rail industry, and such efforts are expected to continue in [removed: 2021.][added: 2022.]

We also operate [removed: six] [added: five] facilities that are under U.S. Coast Guard (USCG) Maritime Security Regulations.

| Owned | | | 14,522 | | | | | | 2,677 | | | | | | 1,985 | | | | | | 8,202 | | | | | | 27,386 | | |

| rights | | | 4,797 | | | | | | 1,889 | | | | | | 405 | | | | | | 839 | | | | | | 7,930 | | |

| Total | | | 19,319 | | | | | | 4,566 | | | | | | 2,390 | | | | | | 9,041 | | | | | | 35,316 | | |

| Gondola | | | 17,781 | | | | | | 2,643 | | | | | | 20,424 | | | | | | 2,282,819 | | |

| Hopper | | | 8,113 | | | | | | — | | | | | | 8,113 | | | | | | 925,510 | | |

| Covered hopper | | | 5,664 | | | | | | — | | | | | | 5,664 | | | | | | 629,896 | | |

| Box | | | 2,684 | | | | | | 706 | | | | | | 3,390 | | | | | | 308,515 | | |

| Flat | | | 1,428 | | | | | | 136 | | | | | | 1,564 | | | | | | 131,168 | | |

| Other | | | 1,558 | | | | | | — | | | | | | 1,558 | | | | | | 69,649 | | |

| Total freight cars | | | 37,228 | | | | | | 3,485 | | | | | | 40,713 | | | | | | 4,347,557 | | |

| Chassis | | | 33,751 | | | | | | 880 | | | | | | 34,631 | | | | | | | | |

| Containers | | | 18,310 | | | | | | — | | | | | | 18,310 | | | | | | | | |

| Work equipment | | | 5,502 | | | | | | 243 | | | | | | 5,745 | | | | | | | | |

| Vehicles | | | 2,833 | | | | | | 19 | | | | | | 2,852 | | | | | | | | |

| Miscellaneous | | | 2,245 | | | | | | — | | | | | | 2,245 | | | | | | | | |

| Total other | | | 62,641 | | | | | | 1,142 | | | | | | 63,783 | | | | | | | | |

| No. of units | | | — | | | | | | 10 | | | | | | 35 | | | | | | 15 | | | | | | 55 | | | | | | 266 | | | | | | 259 | | | | | | 2,570 | | | | | | 3,210 | | |

| No. of units | | | — | | | | | | — | | | | | | 200 | | | | | | — | | | | | | 470 | | | | | | 5,745 | | | | | | 8,041 | | | | | | 22,772 | | | | | | 37,228 | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | |

Railroad Administration (FRA), such as FRA reportable injuries per 200,000 employee-hours.

In 2021, through the Norfolk Southern Operation Awareness and Response Program as well as participation in the Transportation Community Awareness and Emergency Response Program, we provided rail accident response

training to approximately 3,500 emergency responders, such as local police and fire personnel, utilizing a combination of online training and face-to-face training sessions.

In addition, 2021 saw the return of the Safety Train Tour; we conducted an abbreviated Six-Stop Safety Train Tour that provided hands-on training to approximately 700 first responders.

| Owned | | | 14,540 | | | | | | 2,678 | | | | | | 2,004 | | | | | | 8,310 | | | | | | 27,532 | | |

| rights | | | 4,795 | | | | | | 1,889 | | | | | | 406 | | | | | | 840 | | | | | | 7,930 | | |

| Total | | | 19,335 | | | | | | 4,567 | | | | | | 2,410 | | | | | | 9,150 | | | | | | 35,462 | | |

| Gondola | | | 18,958 | | | | | | 3,203 | | | | | | 22,161 | | | | | | 2,460,176 | | |

| Hopper | | | 8,723 | | | | | | — | | | | | | 8,723 | | | | | | 992,956 | | |

| Covered hopper | | | 5,951 | | | | | | — | | | | | | 5,951 | | | | | | 661,573 | | |

| Box | | | 2,851 | | | | | | 617 | | | | | | 3,468 | | | | | | 312,994 | | |

| Flat | | | 1,494 | | | | | | 85 | | | | | | 1,579 | | | | | | 133,586 | | |

| Other | | | 1,559 | | | | | | 4 | | | | | | 1,563 | | | | | | 70,045 | | |

| Total freight cars | | | 39,536 | | | | | | 3,909 | | | | | | 43,445 | | | | | | 4,631,330 | | |

| Chassis | | | 33,865 | | | | | | — | | | | | | 33,865 | | | | | | | | |

| Containers | | | 18,350 | | | | | | — | | | | | | 18,350 | | | | | | | | |

| Work equipment | | | 5,546 | | | | | | 183 | | | | | | 5,729 | | | | | | | | |

| Vehicles | | | 2,928 | | | | | | 32 | | | | | | 2,960 | | | | | | | | |

| Miscellaneous | | | 2,306 | | | | | | — | | | | | | 2,306 | | | | | | | | |

| Total other | | | 62,995 | | | | | | 215 | | | | | | 63,210 | | | | | | | | |

| No. of units | | | — | | | | | | 35 | | | | | | 15 | | | | | | 55 | | | | | | 65 | | | | | | 291 | | | | | | 260 | | | | | | 2,481 | | | | | | 3,202 | | |

| No. of units | | | — | | | | | | 200 | | | | | | — | | | | | | 470 | | | | | | 775 | | | | | | 8,782 | | | | | | 4,840 | | | | | | 24,469 | | | | | | 39,536 | | |

We measure employee safety performance through internal metrics

In 2020, the COVID-19 pandemic led to cancellation of all face-to-face training, including the Safety Train Tour as part of our Operation Awareness and Response Program, as well as participation in the Transportation Community

Awareness and Emergency Response Program.

The need to provide training to first responders did not go away.

Our Hazmat Group adapted and created online training courses as well as conducted training webinars for first responders.

Even with the adverse conditions of 2020, we provided rail accident response training to approximately 1,000 emergency responders, such as local police and fire personnel.

In 2018, a lawsuit was filed against one of our subsidiaries by the minority owner in a jointly-owned terminal [added: railroad company in which our subsidiary has the majority ownership.]

The lawsuit alleged violations of various [added: state laws and federal antitrust laws.]

It is reasonably possible that we could incur a loss in the case; however, we [added: intend to vigorously defend the case and believe that we will prevail.]

The potential range of loss cannot be [added: estimated at this time.]

railroad company in which our subsidiary has the majority ownership.

state laws and federal antitrust laws.

intend to vigorously defend the case and believe that we will prevail.

estimated at this time.

for the fiscal year ended DECEMBER 31, [removed: 2020][added: 2021]

[removed: ][added: ]

The aggregate market value of the voting common equity held by non-affiliates at June 30, [removed: 2020] [added: 2021] was [removed: $44,745,974,634] [added: $65,486,012,788] (based on the closing price as quoted on the New York Stock Exchange on June 30, [removed: 2020).][added: 2021).]

The number of shares outstanding of each of the registrant’s classes of common stock, at January 31, [removed: 2021: 251,911,634] [added: 2022: 239,777,444] (excluding 20,320,777 shares held by the registrant’s consolidated subsidiaries).

| [Part [removed: I.](#ibe53c57a892744bfb8c7a32caf658027_10)] [added: I.](#i4accddf8aa5a482692d2322c9d4a311e_10)] | | | [Items 1 and [removed: 2.](#ibe53c57a892744bfb8c7a32caf658027_13)] [added: 2.](#i4accddf8aa5a482692d2322c9d4a311e_13)] | | | [Business and [removed: Properties](#ibe53c57a892744bfb8c7a32caf658027_13)] [added: Properties](#i4accddf8aa5a482692d2322c9d4a311e_13)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_13)[3](#ibe53c57a892744bfb8c7a32caf658027_13)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_13)[3](#i4accddf8aa5a482692d2322c9d4a311e_13)] | | |

| | | | [Item [removed: 1A.](#ibe53c57a892744bfb8c7a32caf658027_55)] [added: 1A.](#i4accddf8aa5a482692d2322c9d4a311e_55)] | | | [Risk [removed: Factors](#ibe53c57a892744bfb8c7a32caf658027_55)] [added: Factors](#i4accddf8aa5a482692d2322c9d4a311e_55)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_55)[11](#ibe53c57a892744bfb8c7a32caf658027_55)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_55)[11](#i4accddf8aa5a482692d2322c9d4a311e_55)] | | |

| | | | [Item [removed: 1B.](#ibe53c57a892744bfb8c7a32caf658027_58)] [added: 1B.](#i4accddf8aa5a482692d2322c9d4a311e_58)] | | | [Unresolved Staff [removed: Comments](#ibe53c57a892744bfb8c7a32caf658027_58)] [added: Comments](#i4accddf8aa5a482692d2322c9d4a311e_58)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_58)[14](#ibe53c57a892744bfb8c7a32caf658027_58)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_58)[15](#i4accddf8aa5a482692d2322c9d4a311e_58)] | | |

| | | | [Item [removed: 3.](#ibe53c57a892744bfb8c7a32caf658027_61)] [added: 3.](#i4accddf8aa5a482692d2322c9d4a311e_61)] | | | [Legal [removed: Proceedings](#ibe53c57a892744bfb8c7a32caf658027_61)] [added: Proceedings](#i4accddf8aa5a482692d2322c9d4a311e_61)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_61)[15](#ibe53c57a892744bfb8c7a32caf658027_61)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_61)[15](#i4accddf8aa5a482692d2322c9d4a311e_61)] | | |

| | | | [Item [removed: 4.](#ibe53c57a892744bfb8c7a32caf658027_64)] [added: 4.](#i4accddf8aa5a482692d2322c9d4a311e_64)] | | | [Mine Safety [removed: Disclosures](#ibe53c57a892744bfb8c7a32caf658027_64)] [added: Disclosures](#i4accddf8aa5a482692d2322c9d4a311e_64)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_64)[15](#ibe53c57a892744bfb8c7a32caf658027_64)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_64)[15](#i4accddf8aa5a482692d2322c9d4a311e_64)] | | |

| | | | | | | [Information About Our Executive [removed: Officers](#ibe53c57a892744bfb8c7a32caf658027_67)] [added: Officers](#i4accddf8aa5a482692d2322c9d4a311e_67)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_67)[16](#ibe53c57a892744bfb8c7a32caf658027_67)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_67)[16](#i4accddf8aa5a482692d2322c9d4a311e_67)] | | |

| [Part [removed: II.](#ibe53c57a892744bfb8c7a32caf658027_70)] [added: II.](#i4accddf8aa5a482692d2322c9d4a311e_70)] | | | [Item [removed: 5.](#ibe53c57a892744bfb8c7a32caf658027_73)] [added: 5.](#i4accddf8aa5a482692d2322c9d4a311e_73)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters [removed: and](#ibe53c57a892744bfb8c7a32caf658027_73)] [added: and](#i4accddf8aa5a482692d2322c9d4a311e_73)] | | | | | |

| | | | | | | [Issuer Purchases of Equity [removed: Securities](#ibe53c57a892744bfb8c7a32caf658027_73)] [added: Securities](#i4accddf8aa5a482692d2322c9d4a311e_73)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_73)[17](#ibe53c57a892744bfb8c7a32caf658027_73)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_73)[17](#i4accddf8aa5a482692d2322c9d4a311e_73)] | | |

| | | | [Item [removed: 7.](#ibe53c57a892744bfb8c7a32caf658027_88)] [added: 7.](#i4accddf8aa5a482692d2322c9d4a311e_88)] | | | [Management’s Discussion and Analysis of Financial Condition [removed: and](#ibe53c57a892744bfb8c7a32caf658027_88)] [added: and](#i4accddf8aa5a482692d2322c9d4a311e_88)] | | | | | |

| | | | | | | [Results of [removed: Operations](#ibe53c57a892744bfb8c7a32caf658027_88)] [added: Operations](#i4accddf8aa5a482692d2322c9d4a311e_88)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_88)[19](#ibe53c57a892744bfb8c7a32caf658027_88)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_88)[18](#i4accddf8aa5a482692d2322c9d4a311e_88)] | | |

| | | | [Item [removed: 7A.](#ibe53c57a892744bfb8c7a32caf658027_124)] [added: 7A.](#i4accddf8aa5a482692d2322c9d4a311e_124)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ibe53c57a892744bfb8c7a32caf658027_124)] [added: Risk](#i4accddf8aa5a482692d2322c9d4a311e_124)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_124)[32](#ibe53c57a892744bfb8c7a32caf658027_124)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_124)[31](#i4accddf8aa5a482692d2322c9d4a311e_124)] | | |

| | | | [Item [removed: 8.](#ibe53c57a892744bfb8c7a32caf658027_127)] [added: 8.](#i4accddf8aa5a482692d2322c9d4a311e_127)] | | | [Financial Statements and Supplementary [removed: Data](#ibe53c57a892744bfb8c7a32caf658027_127)] [added: Data](#i4accddf8aa5a482692d2322c9d4a311e_127)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_127)[33](#ibe53c57a892744bfb8c7a32caf658027_127)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_127)[32](#i4accddf8aa5a482692d2322c9d4a311e_127)] | | |

| | | | [Item [removed: 9.](#ibe53c57a892744bfb8c7a32caf658027_229)] [added: 9.](#i4accddf8aa5a482692d2322c9d4a311e_229)] | | | [Changes in and Disagreements with Accountants on Accounting [removed: and](#ibe53c57a892744bfb8c7a32caf658027_229)] [added: and](#i4accddf8aa5a482692d2322c9d4a311e_229)] | | | | | |

| | | | | | | [Financial [removed: Disclosure](#ibe53c57a892744bfb8c7a32caf658027_229)] [added: Disclosure](#i4accddf8aa5a482692d2322c9d4a311e_229)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_229)[77](#ibe53c57a892744bfb8c7a32caf658027_229)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_229)[75](#i4accddf8aa5a482692d2322c9d4a311e_229)] | | |

| | | | [Item [removed: 9A.](#ibe53c57a892744bfb8c7a32caf658027_232)] [added: 9A.](#i4accddf8aa5a482692d2322c9d4a311e_232)] | | | [Controls and [removed: Procedures](#ibe53c57a892744bfb8c7a32caf658027_232)] [added: Procedures](#i4accddf8aa5a482692d2322c9d4a311e_232)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_232)[77](#ibe53c57a892744bfb8c7a32caf658027_232)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_232)[75](#i4accddf8aa5a482692d2322c9d4a311e_232)] | | |

| | | | [Item [removed: 9B.](#ibe53c57a892744bfb8c7a32caf658027_235)] [added: 9B.](#i4accddf8aa5a482692d2322c9d4a311e_235)] | | | [Other [removed: Information](#ibe53c57a892744bfb8c7a32caf658027_235)] [added: Information](#i4accddf8aa5a482692d2322c9d4a311e_235)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_235)[77](#ibe53c57a892744bfb8c7a32caf658027_235)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_235)[75](#i4accddf8aa5a482692d2322c9d4a311e_235)] | | |

| [Part [removed: III.](#ibe53c57a892744bfb8c7a32caf658027_238)] [added: III.](#i4accddf8aa5a482692d2322c9d4a311e_238)] | | | [Item [removed: 10.](#ibe53c57a892744bfb8c7a32caf658027_241)] [added: 10.](#i4accddf8aa5a482692d2322c9d4a311e_241)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ibe53c57a892744bfb8c7a32caf658027_241)] [added: Governance](#i4accddf8aa5a482692d2322c9d4a311e_241)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_241)[78](#ibe53c57a892744bfb8c7a32caf658027_241)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_241)[76](#i4accddf8aa5a482692d2322c9d4a311e_241)] | | |

| | | | [Item [removed: 11.](#ibe53c57a892744bfb8c7a32caf658027_244)] [added: 11.](#i4accddf8aa5a482692d2322c9d4a311e_244)] | | | [Executive [removed: Compensation](#ibe53c57a892744bfb8c7a32caf658027_244)] [added: Compensation](#i4accddf8aa5a482692d2322c9d4a311e_244)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_244)[78](#ibe53c57a892744bfb8c7a32caf658027_244)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_244)[76](#i4accddf8aa5a482692d2322c9d4a311e_244)] | | |

| | | | [Item [removed: 12.](#ibe53c57a892744bfb8c7a32caf658027_247)] [added: 12.](#i4accddf8aa5a482692d2322c9d4a311e_247)] | | | [Security Ownership of Certain Beneficial Owners and [removed: Management](#ibe53c57a892744bfb8c7a32caf658027_247)] [added: Management](#i4accddf8aa5a482692d2322c9d4a311e_247)] | | | | | |

| | | | | | | [and Related Stockholder [removed: Matters](#ibe53c57a892744bfb8c7a32caf658027_247)] [added: Matters](#i4accddf8aa5a482692d2322c9d4a311e_247)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_247)[79](#ibe53c57a892744bfb8c7a32caf658027_247)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_247)[77](#i4accddf8aa5a482692d2322c9d4a311e_247)] | | |

| | | | [Item [removed: 13.](#ibe53c57a892744bfb8c7a32caf658027_250)] [added: 13.](#i4accddf8aa5a482692d2322c9d4a311e_250)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ibe53c57a892744bfb8c7a32caf658027_250)] [added: Independence](#i4accddf8aa5a482692d2322c9d4a311e_250)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_250)[81](#ibe53c57a892744bfb8c7a32caf658027_250)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_250)[79](#i4accddf8aa5a482692d2322c9d4a311e_250)] | | |

| | | | [Item [removed: 14.](#ibe53c57a892744bfb8c7a32caf658027_253)] [added: 14.](#i4accddf8aa5a482692d2322c9d4a311e_253)] | | | [Principal [removed: Accounting] [added: Accountant] Fees and [removed: Services](#ibe53c57a892744bfb8c7a32caf658027_253)] [added: Services](#i4accddf8aa5a482692d2322c9d4a311e_253)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_253)[81](#ibe53c57a892744bfb8c7a32caf658027_253)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_253)[79](#i4accddf8aa5a482692d2322c9d4a311e_253)] | | |

| [Part [removed: IV.](#ibe53c57a892744bfb8c7a32caf658027_256)] [added: IV.](#i4accddf8aa5a482692d2322c9d4a311e_256)] | | | [Item [removed: 15.](#ibe53c57a892744bfb8c7a32caf658027_259)] [added: 15.](#i4accddf8aa5a482692d2322c9d4a311e_259)] | | | [removed: [Exhibit](#ibe53c57a892744bfb8c7a32caf658027_259)[s](#ibe53c57a892744bfb8c7a32caf658027_259) [and] [added: [Exhibits and] Financial Statement [removed: Schedule](#ibe53c57a892744bfb8c7a32caf658027_259)] [added: Schedule](#i4accddf8aa5a482692d2322c9d4a311e_259)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_259)[82](#ibe53c57a892744bfb8c7a32caf658027_259)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_259)[80](#i4accddf8aa5a482692d2322c9d4a311e_259)] | | |

| | | | [Item [removed: 16.](#ibe53c57a892744bfb8c7a32caf658027_262)] [added: 16.](#i4accddf8aa5a482692d2322c9d4a311e_262)] | | | [Form 10-K [removed: Summary](#ibe53c57a892744bfb8c7a32caf658027_262)] [added: Summary](#i4accddf8aa5a482692d2322c9d4a311e_262)] | | | [removed: K[92](#ibe53c57a892744bfb8c7a32caf658027_262)] [added: K[88](#i4accddf8aa5a482692d2322c9d4a311e_262)] | | |

| | | | | | | [Power of [removed: Attorney](#ibe53c57a892744bfb8c7a32caf658027_265)] [added: Attorney](#i4accddf8aa5a482692d2322c9d4a311e_265)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_265)[93](#ibe53c57a892744bfb8c7a32caf658027_265)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_265)[89](#i4accddf8aa5a482692d2322c9d4a311e_265)] | | |

| | | | | | | [removed: [Signatures](#ibe53c57a892744bfb8c7a32caf658027_268)] [added: [Signatures](#i4accddf8aa5a482692d2322c9d4a311e_268)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_268)[93](#ibe53c57a892744bfb8c7a32caf658027_268)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_268)[89](#i4accddf8aa5a482692d2322c9d4a311e_268)] | | |

| 650 West Peachtree Street NW | | | | | | 30308-1925 | | |

| Atlanta, | | | Georgia | | | | | |

| (855) | | | | | | 667-3655 | | |

| | | | [Item 9C.](#i4accddf8aa5a482692d2322c9d4a311e_2554) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i4accddf8aa5a482692d2322c9d4a311e_2554) | | | [K](#i4accddf8aa5a482692d2322c9d4a311e_2554)[75](#i4accddf8aa5a482692d2322c9d4a311e_2554) | | |

| | | | | | | | | | | | |

| Three Commercial Place | | | | | | 23510-2191 | | |

| Norfolk, | | | Virginia | | | | | |

| (757) | | | | | | 629-2680 | | |

| | | | [Item 6.](#ibe53c57a892744bfb8c7a32caf658027_82) | | | [Selected Financial Data](#ibe53c57a892744bfb8c7a32caf658027_82) | | | [K](#ibe53c57a892744bfb8c7a32caf658027_82)[18](#ibe53c57a892744bfb8c7a32caf658027_82) | | |

K14

The following table sets forth certain information, at February 1, [removed: 2021,] [added: 2022,] relating to our officers.

| James A. Squires, [removed: 59, Chairman, President] [added: 60, Chairman] and Chief Executive Officer | | | Present position since October 1, 2015. | | |

| Ann A. Adams, [removed: 50,] [added: 51,] Executive Vice President and Chief Transformation Officer | | | Present position since April 1, 2019. Served as Vice President Human Resources from April 1, 2016 to April 1, 2019. [removed: Served as Assistant Vice President Human Resources from July 1, 2012 to April 1, 2016.] | | |

| Mark R. George, [removed: 53,] [added: 54,] Executive Vice President Finance and Chief Financial Officer | | | Present position since November 1, 2019. Prior to joining Norfolk Southern, served as Vice President, Finance and Chief Financial Officer at segments of United Technologies Corporation. The positions were Vice President Finance, Strategy, IT and Chief Financial Officer at Otis Elevator Company from October 2015 to May 2019, and Vice President Finance and Chief Financial Officer at Carrier Corporation from June 2019 until joining Norfolk Southern. | | |

| Cynthia M. Sanborn, [removed: 56,] [added: 57,] Executive Vice President and Chief Operating Officer | | | Present position since September 1, 2020. Prior to joining Norfolk Southern, served as served as Vice President Network Planning & Operations at Union Pacific from May 2019 to September 2020 and as Regional Vice President – Western Region from February 2018 to May 2019. Previously served as Executive Vice President and Chief Operating Officer at CSX from September 2015 to November 2017. | | |

| Alan H. Shaw, [removed: 53, Executive Vice] [added: 54,] President [removed: and Chief Marketing Officer] | | | Present position since [added: December 1, 2021. Served as Executive Vice President and Chief Marketing Officer from] May 16, [removed: 2015.] [added: 2015 to December 1, 2021.] | | |

| Clyde H. Allison, Jr., [removed: 57,] [added: 58,] Vice President and Controller | | | Present position since June 1, 2020. Served as Vice President and Treasurer from February 1, 2017 to June 1, 2020. [removed: Served as Vice President Internal Audit from November 1, 2013 to February 1, 2017.] | | |

| Claude E. Elkins, Jr., 56, Executive Vice President and Chief Marketing Officer | | | Present position since December 1, 2021. Served as Vice President Industrial Products from April 1, 2018 to December 1, 2021. Served as Group Vice President Chemicals from March 1, 2016 to April 1, 2018. | | |

| Lorri J. Kleine, 57, Senior Vice President Law and Chief Legal Officer | | | Present position since January 10, 2022. Served as Vice President Law from March 1, 2020 to January 10, 2022. Served as Senior General Counsel from August 1, 2019 to March 1, 2020. Served as General Counsel from December 1, 2016 to August 1, 2019. | | |

| | | | | | |

| Vanessa Allen Sutherland, 49, Executive Vice President and Chief Legal Officer | | | Present position since April 1, 2020. Served as Senior Vice President Government Relations and Chief Legal Officer from August 16, 2019 to April 1, 2020. Served as Senior Vice President Law and Chief Legal Officer from April 1, 2019 to August 16, 2019. Served as Vice President Law from June 25, 2018 to April 1, 2019. Prior to joining Norfolk Southern, served as Chairman of the U.S. Chemical Safety and Hazard Investigation Board from August 2015 to June 2018. | | |

Common Stock is owned by [removed: 21,825] [added: 20,616] stockholders of record as of December 31, [removed: 2020,] [added: 2021,] and is traded on the New York Stock Exchange under the symbol “NSC.”

(1)Of this amount, [removed: 627 represents] [added: 437 represent] shares tendered by employees in connection with the exercise of stock options under the stockholder-approved Long-Term Incentive Plan (LTIP).

As of December 31, [removed: 2020, 20.7] [added: 2021, 8.0] million shares remain authorized for repurchase.

| October 1-31, 2021 | | | | | | 861,374 | | | | | | $ | 268.13 | | | | | 861,374 | | | | | | 10,467,071 | | |

| November 1-30, 2021 | | | | | | 269 | | | | | | 282.17 | | | | | | — | | | | | | 10,467,071 | | |

| December 1-31, 2021 | | | | | | 2,427,166 | | | | | | 287.85 | | | | | | 2,426,998 | | | | | | 8,040,073 | | |

| Total | | | | | | 3,288,809 | | | | | | | | | | | | 3,288,372 | | | | | | | | |

| October 1-31, 2020 | | | | | | 327,383 | | | | | | $ | 213.70 | | | | | 327,383 | | | | | | 22,425,507 | | |

| November 1-30, 2020 | | | | | | 793,494 | | | | | | 235.37 | | | | | | 793,022 | | | | | | 21,632,485 | | |

| December 1-31, 2020 | | | | | | 943,868 | | | | | | 235.65 | | | | | | 943,713 | | | | | | 20,688,772 | | |

| Total | | | | | | 2,064,745 | | | | | | | | | | | | 2,064,118 | | | | | | | | |

| [Report of [removed: Management](#ibe53c57a892744bfb8c7a32caf658027_133)] [added: Management](#i4accddf8aa5a482692d2322c9d4a311e_133)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_133)[34](#ibe53c57a892744bfb8c7a32caf658027_133)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_133)[33](#i4accddf8aa5a482692d2322c9d4a311e_133)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#ibe53c57a892744bfb8c7a32caf658027_136)] [added: Firm](#i4accddf8aa5a482692d2322c9d4a311e_136)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_136)[35](#ibe53c57a892744bfb8c7a32caf658027_136)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_136)[34](#i4accddf8aa5a482692d2322c9d4a311e_136)] | | |

| [Consolidated Statements of [removed: Income](#ibe53c57a892744bfb8c7a32caf658027_142)] [added: Income](#i4accddf8aa5a482692d2322c9d4a311e_142)] [Years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#ibe53c57a892744bfb8c7a32caf658027_142)] [added: 2019](#i4accddf8aa5a482692d2322c9d4a311e_142)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_142)[39](#ibe53c57a892744bfb8c7a32caf658027_142)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_142)[38](#i4accddf8aa5a482692d2322c9d4a311e_142)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ibe53c57a892744bfb8c7a32caf658027_145)] [added: Income](#i4accddf8aa5a482692d2322c9d4a311e_145)] [Years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#ibe53c57a892744bfb8c7a32caf658027_145)] [added: 2019](#i4accddf8aa5a482692d2322c9d4a311e_145)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_145)[40](#ibe53c57a892744bfb8c7a32caf658027_145)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_145)[39](#i4accddf8aa5a482692d2322c9d4a311e_145)] | | |

| [Consolidated Balance [removed: Sheets](#ibe53c57a892744bfb8c7a32caf658027_148)] [added: Sheets](#i4accddf8aa5a482692d2322c9d4a311e_148)] [At December 31, [removed: 2020] [added: 2021] and [removed: 2019](#ibe53c57a892744bfb8c7a32caf658027_148)] [added: 2020](#i4accddf8aa5a482692d2322c9d4a311e_148)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_148)[41](#ibe53c57a892744bfb8c7a32caf658027_148)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_148)[40](#i4accddf8aa5a482692d2322c9d4a311e_148)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ibe53c57a892744bfb8c7a32caf658027_154)] [added: Flows](#i4accddf8aa5a482692d2322c9d4a311e_151)] [Years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#ibe53c57a892744bfb8c7a32caf658027_154)] [added: 2019](#i4accddf8aa5a482692d2322c9d4a311e_151)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_154)[42](#ibe53c57a892744bfb8c7a32caf658027_154)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_151)[41](#i4accddf8aa5a482692d2322c9d4a311e_151)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#ibe53c57a892744bfb8c7a32caf658027_157)] [added: Equity](#i4accddf8aa5a482692d2322c9d4a311e_154)] [Years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#ibe53c57a892744bfb8c7a32caf658027_157)] [added: 2019](#i4accddf8aa5a482692d2322c9d4a311e_154)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_157)[43](#ibe53c57a892744bfb8c7a32caf658027_157)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_154)[42](#i4accddf8aa5a482692d2322c9d4a311e_154)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ibe53c57a892744bfb8c7a32caf658027_160)] [added: Statements](#i4accddf8aa5a482692d2322c9d4a311e_157)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_160)[44](#ibe53c57a892744bfb8c7a32caf658027_160)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_157)[43](#i4accddf8aa5a482692d2322c9d4a311e_157)] | | |

| [Index [removed: to](#ibe53c57a892744bfb8c7a32caf658027_259) [Financial] [added: to Financial] Statement [removed: Schedule](#ibe53c57a892744bfb8c7a32caf658027_259) [in] [added: Schedule in] Item [removed: 15](#ibe53c57a892744bfb8c7a32caf658027_259)] [added: 15](#i4accddf8aa5a482692d2322c9d4a311e_259)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_259)[82](#ibe53c57a892744bfb8c7a32caf658027_259)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_259)[80](#i4accddf8aa5a482692d2322c9d4a311e_259)] | | |

In order to ensure that Norfolk Southern’s internal control over financial reporting is effective, management regularly assesses such controls and did so most recently as of December 31, [removed: 2020.][added: 2021.]

Based on this assessment, management has concluded that we maintained effective internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

KPMG LLP, independent registered public accounting firm, has audited our financial statements and issued an attestation report on our internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

| [removed: Chairman, President] [added: Chairman] and | | | | | | Executive Vice President Finance | | | | | | Vice President and | | |

We have audited Norfolk Southern Corporation and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, cash flows, and changes in stockholders’ equity for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule of valuation and qualifying accounts as listed in Item 15(A)2 (collectively, the consolidated financial statements), and our report dated February 4, [removed: 2021,] [added: 2022] expressed an unqualified opinion on those consolidated financial statements.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [added: Management's Annual] Report [removed: of Management.][added: on Internal Control Over Financial Reporting.]

We have audited the accompanying consolidated balance sheets of Norfolk Southern Corporation and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, cash flows, and changes in stockholders’ equity for each of the years in the three‑year period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule of valuation and qualifying accounts as listed in Item 15(A)2 (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 4, [removed: 2021] [added: 2022] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

The Company has recorded [removed: $31,345] [added: $31,653] million in net book value of properties at December 31, [removed: 2020] [added: 2021] and has recorded [removed: $1,494] [added: $1,470] million in property additions for the year ended December 31, [removed: 2020.][added: 2021.]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Railway operating revenues | | | $ | [removed: 9,789] [added: 11,142] | | | | | $ | [removed: 11,296] [added: 9,789] | | | | | $ | [removed: 11,458] [added: 11,296] | |

| Railway operating [removed: expenses:] [added: expenses] | | | | | | | | | | | | | | | | | |

| Compensation and benefits | | | [removed: 2,373] [added: 2,442] | | | | | | [removed: 2,751] [added: 2,373] | | | | | | [removed: 2,925] [added: 2,751] | | |

| Purchased services and rents | | | [removed: 1,687] [added: 1,726] | | | | | | [removed: 1,725] [added: 1,687] | | | | | | [removed: 1,730] [added: 1,725] | | |

| Fuel | | | [removed: 535] [added: 799] | | | | | | [removed: 953] [added: 535] | | | | | | [removed: 1,087] [added: 953] | | |

| Depreciation | | | [removed: 1,154] [added: 1,181] | | | | | | [removed: 1,138] [added: 1,154] | | | | | | [removed: 1,102] [added: 1,138] | | |

| Materials and other | | | [removed: 653] [added: 547] | | | | | | [removed: 740] [added: 653] | | | | | | [removed: 655] [added: 740] | | |

| Loss on asset disposal | | | [removed: 385] [added: —] | | | | | | [removed: —] [added: 385] | | | | | | — | | |

| Total railway operating expenses | | | [removed: 6,787] [added: 6,695] | | | | | | [removed: 7,307] [added: 6,787] | | | | | | [removed: 7,499] [added: 7,307] | | |

| Income from railway operations | | | [removed: 3,002] [added: 4,447] | | | | | | [removed: 3,989] [added: 3,002] | | | | | | [removed: 3,959] [added: 3,989] | | |

| Other income – net | | | [removed: 153] [added: 77] | | | | | | [removed: 106] [added: 153] | | | | | | [removed: 67] [added: 106] | | |

| Interest expense on debt | | | [removed: 625] [added: 646] | | | | | | [removed: 604] [added: 625] | | | | | | [removed: 557] [added: 604] | | |

| Income before income taxes | | | [removed: 2,530] [added: 3,878] | | | | | | [removed: 3,491] [added: 2,530] | | | | | | [removed: 3,469] [added: 3,491] | | |

| Income taxes | | | [removed: 517] [added: 873] | | | | | | [removed: 769] [added: 517] | | | | | | [removed: 803] [added: 769] | | |

| Net income | | | $ | [removed: 2,013] [added: 3,005] | | | | | $ | [removed: 2,722] [added: 2,013] | | | | | $ | [removed: 2,666] [added: 2,722] | |

| Earnings per [removed: share:] [added: share] | | | | | | | | | | | | | | | | | |

| Basic | | | $ | [removed: 7.88] [added: 12.16] | | | | | $ | [removed: 10.32] [added: 7.88] | | | | | $ | [removed: 9.58] [added: 10.32] | |

| Diluted | | | [removed: 7.84] [added: 12.11] | | | | | | [removed: 10.25] [added: 7.84] | | | | | | [removed: 9.51] [added: 10.25] | | |

K32

February 4, 2022

February 4, 2022

| Loss on asset disposal | | | — | | | | | | 385 | | | | | | — | | |

| Other comprehensive income | | | | | | | | | | | | | | | 192 | | | | | | | | | | | | 192 | | |

| Share repurchases | | | (13) | | | | | | (106) | | | | | | | | | | | | (3,271) | | | | | | (3,390) | | |

| Balance at December 31, 2021 | | | $ | 242 | | | | | $ | 2,215 | | | | | $ | (402) | | | | | $ | 11,586 | | | | | $ | 13,641 | |

| COLI – net | | | 17 | | | | | | 85 | | | | | | 69 | | |

| | | | 2021 | | | | | | 2020 | | |

| | | | 2021 | | | | | | 2020 | | |

| Additions for tax positions of prior years | | | 3 | | | | | | — | | |

| | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | |

in 2024.

| Land | | | $ | 2,453 | | | | | $ | — | | | | | $ | 2,453 | | | | | — | | |

| Rail and other track material | | | 7,330 | | | | | | (1,907) | | | | | | 5,423 | | | | | | 2.40 | | % |

| Ties | | | 5,779 | | | | | | (1,642) | | | | | | 4,137 | | | | | | 3.44 | | % |

| Ballast | | | 3,041 | | | | | | (818) | | | | | | 2,223 | | | | | | 2.79 | | % |

| Other roadway | | | 14,111 | | | | | | (3,733) | | | | | | 10,378 | | | | | | 2.69 | | % |

| Total roadway | | | 30,600 | | | | | | (8,100) | | | | | | 22,500 | | | | | | | | |

| Locomotives | | | 5,695 | | | | | | (1,994) | | | | | | 3,701 | | | | | | 3.87 | | % |

| Freight cars | | | 2,701 | | | | | | (1,009) | | | | | | 1,692 | | | | | | 2.59 | | % |

| Computers and software | | | 893 | | | | | | (438) | | | | | | 455 | | | | | | 10.34 | | % |

| Other equipment | | | 1,088 | | | | | | (420) | | | | | | 668 | | | | | | 4.63 | | % |

| Total equipment | | | 10,541 | | | | | | (3,861) | | | | | | 6,680 | | | | | | | | |

| Total properties | | | $ | 43,684 | | | | | $ | (12,031) | | | | | $ | 31,653 | | | | | | | |

| | | | 2021 | | | | | | 2020 | | |

| | | | 2021 | | | | | | 2020 | | |

| 3.40% maturing to 2026 | | | $ | 2,699 | | | | | $ | 3,273 | |

| 4.26% maturing 2027 to 2031 | | | 2,614 | | | | | | 2,114 | | |

| 5.22% maturing 2097 to 2121 | | | 1,384 | | | | | | 784 | | |

| 2025 | | | | | | | | | 554 | | |

| 2026 | | | | | | | | | 602 | | |

| Total | | | | | | | | | $ | 13,287 | |

In May 2021, we issued $500 million of 2.30% senior notes due 2031, resulting in $495 million in net proceeds and $600 million of 4.10% senior notes due 2121, resulting in $592 million in net proceeds.

The net proceeds of the 2.30% senior notes due 2031 will be used to finance or refinance, in whole or in part, new or existing eligible projects with environmental benefits as outlined in our Green Financing Framework.

We combine lease and non-lease components for new and reassessed leases.

| | | | | | | 2021 | | | | | | 2020 | | |

| | | | 2021 | | | | | | 2020 | | |

In 2021, the construction of the office building was completed and the lease commenced.

February 4, 2021

*Change in Accounting Principle*

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to the adoption of Accounting Standards Update 2016-02, Leases (Topic 842) and related amendments.

Norfolk Southern Corporation and Subsidiaries

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2017 | | | $ | 285 | | | | | $ | 2,254 | | | | | $ | (356) | | | | | $ | 14,176 | | | | | $ | 16,359 | |

| $3.04 per share | | | | | | | | | | | | | | | | | | | | | (844) | | | | | | (844) | | |

| Share repurchases | | | (17) | | | | | | (125) | | | | | | | | | | | | (2,639) | | | | | | (2,781) | | |

| Reclassification of stranded | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| tax effects | | | | | | | | | | | | | | | (88) | | | | | | 88 | | | | | | — | | |

In February 2018, the FASB issued ASU 2018-02, “*Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income*.” This update is intended to reclassify the stranded tax effects resulting from tax reform from accumulated other comprehensive income (AOCI) to retained earnings.

The amount of the reclassification is the difference between the amount initially charged or credited directly to other comprehensive income at the previously enacted U.S. federal corporate income tax rate that remains in AOCI and the amount that would have been charged or credited directly to other comprehensive income using the U.S. federal corporate income tax rate enacted in December 2017.

In the first quarter of 2018, we adopted the provisions of ASU 2018-02 resulting in an increase to “Accumulated other comprehensive loss” of $88 million and a corresponding increase to “Retained income,” with no impact on “Total stockholders’ equity.”

In February 2016, the FASB issued ASU 2016-02, “*Leases (Topic 842)*,” and subsequent amendments, which replaced existing lease guidance in GAAP.

We adopted the standard on January 1, 2019 using the modified retrospective method and used the effective date as our date of initial application.

See Note 10 for additional information.

At the beginning of 2020, we combined the agriculture products and forest and consumer commodity groups.

In addition, we also made changes in the categorization of certain other commodity groups within Merchandise.

Specifically, certain commodities were shifted between agriculture, forest and consumer products; chemicals; and, metals and construction.

We made these changes to better align our commodity groups as a result of an organizational realignment.

Prior period railway operating revenues have been reclassified to conform to the current presentation.

In 2019, we wrote off a $32 million non-current customer receivable resulting from a legal dispute and this expense is included in “Materials and other” on the Consolidated Statements of Income.

| Corporate-owned life insurance – net | | | 85 | | | | | | 69 | | | | | | (10) | | |

| Land | | | $ | 2,385 | | | | | $ | — | | | | | $ | 2,385 | | | | | — | | |

| Rail and other track material | | | 7,024 | | | | | | (1,905) | | | | | | 5,119 | | | | | | 2.30 | | % |

| Ties | | | 5,536 | | | | | | (1,496) | | | | | | 4,040 | | | | | | 3.37 | | % |

| Ballast | | | 2,868 | | | | | | (723) | | | | | | 2,145 | | | | | | 2.72 | | % |

| Other roadway | | | 14,261 | | | | | | (3,786) | | | | | | 10,475 | | | | | | 2.71 | | % |

| Total roadway | | | 30,049 | | | | | | (7,910) | | | | | | 22,139 | | | | | | | | |

| Locomotives | | | 5,973 | | | | | | (2,112) | | | | | | 3,861 | | | | | | 3.66 | | % |

| Freight cars | | | 2,988 | | | | | | (1,148) | | | | | | 1,840 | | | | | | 2.45 | | % |

| Computers and software | | | 732 | | | | | | (355) | | | | | | 377 | | | | | | 9.68 | | % |

| Other equipment | | | 1,082 | | | | | | (388) | | | | | | 694 | | | | | | 4.89 | | % |

| Total equipment | | | 11,066 | | | | | | (4,003) | | | | | | 7,063 | | | | | | | | |

| Total properties | | | $ | 43,596 | | | | | $ | (11,982) | | | | | $ | 31,614 | | | | | | | |

In 2020, we sold $88 million of natural resource assets that were included in “Other current assets” on the Consolidated Balance Sheet at December 31, 2019.

We recorded a $49 million impairment loss in 2019 related to these assets, which is reflected in “Gains and losses on properties” in the Consolidated Statement of Cash Flows for the year ended December 31, 2019.

Our Chief Executive Officer and Chief Financial Officer, with the assistance of management, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) at December 31, [removed: 2020.][added: 2021.]

Based on such evaluation, our officers have concluded that, at December 31, [removed: 2020,] [added: 2021,] our disclosure controls and procedures were effective to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We have issued a report of our assessment of internal control over financial reporting, and our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting at December 31, [removed: 2020.][added: 2021.]

During the fourth quarter of [removed: 2020,] [added: 2021,] we have not identified any changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.

K77

PART III

NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES

Not applicable.

K75

PART III

NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES

In accordance with General Instruction G(3), information called for by Part III, Item 10, is incorporated herein by reference from the information appearing under the caption “Election of Directors,” under the caption “Delinquent Section 16(a) Reports,” under the caption “Committees of the Board,” under the caption “Shareholder Recommendations and Nominations,” and under the caption “The Thoroughbred Code of Ethics” in our definitive Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

- under the caption “Compensation Discussion and Analysis,” the information appearing in the “Summary Compensation Table” and the [removed: “2020] [added: “2021] Grants of Plan-Based Awards” table, including the narrative to such tables, the “Outstanding Equity Awards at Fiscal Year-End [removed: 2020”] [added: 2021”] and “Option Exercises and Stock Vested in [removed: 2020”] [added: 2021”] tables, and the tabular and narrative information appearing under the subcaptions “Retirement Benefits,” “Deferred Compensation,” and “Potential Payments Upon a Change in Control or Other Termination of Employment;” and,

in each case included in our definitive Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

K76

K78

In accordance with General Instruction G(3), information on security ownership of certain beneficial owners and management called for by Part III, Item 12, is incorporated herein by reference from the information appearing under the caption “Beneficial Ownership of Stock” in our definitive Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

Equity Compensation Plan Information (at December 31, [removed: 2020)][added: 2021)]

(5)Calculated without regard to [removed: 1,120,187] [added: 909,964] outstanding RSUs and PSUs at December 31, [removed: 2020.][added: 2021.]

Non-employee Directors, officers, and other key employees residing in the [removed: United States of America] [added: U.S.] or Canada are eligible for selection to receive LTIP awards.

Under LTIP, the Committee, or the Corporation’s chief executive officer to the extent the Committee delegates award-making authority pursuant to LTIP, may grant incentive stock options, nonqualified stock options, SARs, RSUs, restricted shares, [removed: PSUs,] [added: PSUs] and performance shares.

In addition, dividend equivalent payments may be awarded for options, [removed: RSUs,] [added: RSUs] and PSUs.

For the [removed: 2020] [added: 2021] PSU awards, corporate performance will be based directly on return on average capital invested, with total return to stockholders serving as a modifier, and will be settled in shares of Common Stock.

Norfolk Southern Corporation Directors’ Restricted Stock [removed: Plan (Plan)][added: Plan]

| approved by securities holders(2) | | | | | | 1,820,307 | | | (3) | | | $ | 109.88 | | (5) | | | 8,609,075 | | | | | |

| not approved by securities holders | | | | | | 185,552 | | | (4) | | | 90.35 | | | | | | 435,867 | | | (6) | | |

| Total | | | | | | 2,005,859 | | | | | | | | | | | | 9,044,942 | | | | | |

K77

K78

| approved by securities holders(2) | | | | | | 2,387,953 | | | (3) | | | $ | 100.09 | | (5) | | | 8,995,582 | | | | | |

| not approved by securities holders | | | | | | 258,359 | | | (4) | | | 88.72 | | | | | | 435,699 | | | (6) | | |

| Total | | | | | | 2,646,312 | | | | | | | | | | | | 9,431,281 | | | | | |

K79

K80

In accordance with General Instruction G(3), information called for by Part III, Item 13, is incorporated herein by reference from the information appearing under the caption “Related Persons Transactions” and under the caption “Director Independence” in our definitive Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

In accordance with General Instruction G(3), information called for by Part III, Item 14, is incorporated herein by reference from the information appearing under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” in our definitive Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

Our independent registered public accounting firm is KPMG LLP, Atlanta, GA, Auditor Firm ID: 185.

K79

K81

| | | | 1. | | | [Index to Financial [removed: Statements](#ibe53c57a892744bfb8c7a32caf658027_130)] [added: Statements](#i4accddf8aa5a482692d2322c9d4a311e_130)] | | | | | |

| | | | | | | [Report of [removed: Management](#ibe53c57a892744bfb8c7a32caf658027_133)] [added: Management](#i4accddf8aa5a482692d2322c9d4a311e_133)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_133)[34](#ibe53c57a892744bfb8c7a32caf658027_133)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_133)[33](#i4accddf8aa5a482692d2322c9d4a311e_133)] | | |

| | | | | | | [Reports of Independent Registered Public Accounting [removed: Firm](#ibe53c57a892744bfb8c7a32caf658027_136)] [added: Firm](#i4accddf8aa5a482692d2322c9d4a311e_136)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_136)[35](#ibe53c57a892744bfb8c7a32caf658027_136)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_136)[34](#i4accddf8aa5a482692d2322c9d4a311e_136)] | | |

| | | | | | | [Consolidated Statements of Income, Years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#ibe53c57a892744bfb8c7a32caf658027_142)] [added: 2019](#i4accddf8aa5a482692d2322c9d4a311e_142)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_142)[39](#ibe53c57a892744bfb8c7a32caf658027_142)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_142)[38](#i4accddf8aa5a482692d2322c9d4a311e_142)] | | |

| | | | | | | [Consolidated Statements of Comprehensive Income, Years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#ibe53c57a892744bfb8c7a32caf658027_145)] [added: 2019](#i4accddf8aa5a482692d2322c9d4a311e_145)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_145)[40](#ibe53c57a892744bfb8c7a32caf658027_145)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_145)[39](#i4accddf8aa5a482692d2322c9d4a311e_145)] | | |

| | | | | | | [Consolidated Balance Sheets at December 31, [removed: 2020] [added: 2021] and [removed: 2019](#ibe53c57a892744bfb8c7a32caf658027_148)] [added: 2020](#i4accddf8aa5a482692d2322c9d4a311e_148)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_148)[41](#ibe53c57a892744bfb8c7a32caf658027_148)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_148)[40](#i4accddf8aa5a482692d2322c9d4a311e_148)] | | |

| | | | | | | [Consolidated Statements of Cash Flows, Years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#ibe53c57a892744bfb8c7a32caf658027_154)] [added: 2019](#i4accddf8aa5a482692d2322c9d4a311e_151)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_154)[42](#ibe53c57a892744bfb8c7a32caf658027_154)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_151)[41](#i4accddf8aa5a482692d2322c9d4a311e_151)] | | |

| | | | | | | [Consolidated Statements of Changes in Stockholders’ Equity, Years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#ibe53c57a892744bfb8c7a32caf658027_157)] [added: 2019](#i4accddf8aa5a482692d2322c9d4a311e_154)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_157)[43](#ibe53c57a892744bfb8c7a32caf658027_157)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_154)[42](#i4accddf8aa5a482692d2322c9d4a311e_154)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#ibe53c57a892744bfb8c7a32caf658027_160)] [added: Statements](#i4accddf8aa5a482692d2322c9d4a311e_157)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_160)[44](#ibe53c57a892744bfb8c7a32caf658027_160)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_157)[43](#i4accddf8aa5a482692d2322c9d4a311e_157)] | | |

| | | | | | | [Schedule II – Valuation and Qualifying [removed: Accounts](#ibe53c57a892744bfb8c7a32caf658027_271)] [added: Accounts](#i4accddf8aa5a482692d2322c9d4a311e_271)] | | | [removed: [K](#ibe53c57a892744bfb8c7a32caf658027_160)[95](#ibe53c57a892744bfb8c7a32caf658027_271)] [added: [K](#i4accddf8aa5a482692d2322c9d4a311e_157)[91](#i4accddf8aa5a482692d2322c9d4a311e_271)] | | |

| (ii) | | | | | | [The Bylaws of Norfolk Southern Corporation, as amended [removed: September 24, 2019,] [added: January 25, 2022,] are incorporated by reference to Exhibit 3(ii) to Norfolk Southern Corporation’s Form 8-K filed on [removed: March 24, 2020.] [added: January 26, 2022.] (SEC File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000155278120000218/e20177_ex3-ii.htm)] [added: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000155278122000119/e22049_ex3-ii.htm)] | | | | | |

| (e) | | | | | | [First Supplemental Indenture, dated August 27, 2004, among PRR Newco, Inc., as Issuer, and Norfolk Southern Railway Company, as Guarantor, and The Bank of New York, as Trustee, related to the issuance of notes in the principal amount of approximately $451.8 million, is incorporated by reference to Exhibit 4(m) to Norfolk Southern Corporation’s Form 10-Q filed on October 28, 2004. (SEC File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000070216504000240/indenturesupps.htm)] [added: 001-08339](http://www.sec.gov/Archives/edgar/data/702165/000070216504000240/indenturesupps.htm)[)](http://www.sec.gov/Archives/edgar/data/702165/000070216504000240/indenturesupps.htm)] | | |

| [removed: (k)] [added: (m)] | | | | | | [removed: [First] [added: [Third] Supplemental Indenture, dated as of [removed: June 1, 2009,] [added: September 14, 2011,] between [removed: Norfolk Southern Corporation] [added: the Registrant] and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of [removed: $500 million,] [added: $4,492,000,] is incorporated by reference to Exhibit 4.2 to Norfolk Southern Corporation’s Form 8-K filed on [removed: June 1, 2009.] [added: September 15, 2011.] (SEC File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000070216509000093/supplementalindenture1.htm)] [added: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000134100411001747/ex4-2.htm)] | | |

| [removed: (l)] [added: (k)] | | | | | | [Second Supplemental Indenture, dated as of May 23, 2011, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $400 million, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on May 23, 2011. (SEC File No. 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000093041311004111/c65771_ex4-1.htm) | | |

| [removed: (m)] [added: (l)] | | | | | | [Indenture, dated as of September 14, 2011, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $595,504,000, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on September 15, 2011. (SEC File No. 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000134100411001747/ex4-1.htm) | | |

| [removed: (n)] [added: (s)] | | | | | | [Third Supplemental Indenture, dated as of [removed: September 14, 2011,] [added: August 13, 2013,] between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of [removed: $4,492,000,] [added: $500,000,000,] is incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to Norfolk Southern Corporation’s Form 8-K filed on [removed: September 15, 2011.] [added: August 13, 2013.] (SEC File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000134100411001747/ex4-2.htm)] [added: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000134100413000854/ex4-1.htm)] | | |

| [removed: (o)] [added: (n)] | | | | | | [Fourth Supplemental Indenture, dated as of November 17, 2011, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of two series of notes, one in the principal amount of $500 million and one in the principal amount of $100 million, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on November 17, 2011. (SEC File No. 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000134100411002052/ex4-1.htm) | | |

| [removed: (p)] [added: (o)] | | | | | | [Indenture, dated as of March 15, 2012, between the Registrant and U.S. Bank Trust National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on March 15, 2012. (SEC File No. 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000134100412000435/ex4-1.htm) | | |

| [removed: (q)] [added: (p)] | | | | | | [First Supplemental Indenture, dated as of March 15, 2012, between the Registrant and U.S. Bank Trust National Association, as Trustee, is incorporated by reference to Exhibit 4.2 to Norfolk Southern Corporation’s Form 8-K filed on March 15, 2012. (SEC File No. 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000134100412000435/ex4-2.htm) | | |

| [removed: (r)] [added: (q)] | | | | | | [Indenture, dated as of August 20, 2012, between the Registrant and U.S. Bank Trust National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on August 21, 2012. (SEC File No. 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000134100412001108/ex4-1.htm) | | |

| [removed: (s)] [added: (r)] | | | | | | [Second Supplemental Indenture, dated as of September 7, 2012, between the Registrant and U.S. Bank Trust National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on September 7, 2012. (SEC File No. 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000134100412001175/ex4-1.htm) | | |

| (t) | | | | | | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated as of [removed: August 13,] [added: November 21,] 2013, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of [removed: $500,000,000,] [added: $400,000,000,] is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on [removed: August 13,] [added: November 21,] 2013. (SEC File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000134100413000854/ex4-1.htm)] [added: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000134100413001221/ex4-1.htm)] | | |

| [removed: (u)] [added: (w)] | | | | | | [removed: [Fourth] [added: [Second] Supplemental Indenture, dated as of November [removed: 21, 2013,] [added: 3, 2015,] between the Registrant and U.S. Bank [removed: Trust] National Association, as Trustee, [removed: related to the issuance of notes in the principal amount of $400,000,000,] is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on November [removed: 21, 2013.] [added: 3, 2015.] (SEC File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000134100413001221/ex4-1.htm)] [added: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000119312515364209/d50915dex41.htm)] | | |

| [removed: (v)] [added: (u)] | | | | | | [Indenture, dated as of June 2, 2015, between Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on June 2, 2015. (SEC File No. 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000119312515210467/d935693dex41.htm) | | |

| [removed: (w)] [added: (v)] | | | | | | [First Supplemental Indenture, dated as of June 2, 2015, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.2 to Norfolk Southern Corporation’s Form 8-K filed on June 2, 2015. (SEC File No. 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000119312515210467/d935693dex42.htm) | | |

| (x) | | | | | | [removed: [Second] [added: [Third] Supplemental Indenture, dated as of [removed: November] [added: June] 3, [removed: 2015,] [added: 2016,] between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on [removed: November] [added: June] 3, [removed: 2015.] [added: 2016.] (SEC File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000119312515364209/d50915dex41.htm)] [added: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000119312516612078/d179976dex41.htm)] | | |

| [removed: (y)] [added: (dd)] | | | | | | [Third Supplemental Indenture, dated as of [removed: June 3, 2016,] [added: May 8, 2019,] between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to [removed: Norfolk Southern Corporation’s] [added: the Registrant’s] Form 8-K filed on [removed: June 3, 2016.] [added: May 8, 2019] (SEC File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000119312516612078/d179976dex41.htm)] [added: 001-08339).](http://www.sec.gov/Archives/edgar/data/702165/000119312519141116/d734455dex41.htm)] | | |

| [removed: (z)] [added: (y)] | | | | | | [Fourth Supplemental Indenture, dated as of May 31, 2017, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Corporation’s Form 8-K filed May 31, 2017. (SEC File No. 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000119312517188552/d403868dex41.htm) | | |

| [removed: (aa)] [added: (z)] | | | | | | [Indenture, dated as of August 15, 2017, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference herein to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed August 15, [removed: 2017. (SEC] [added: 2017.](http://www.sec.gov/Archives/edgar/data/702165/000070216517000083/ns41-indenture081517.htm) [](http://www.sec.gov/Archives/edgar/data/702165/000070216517000083/ns41-indenture081517.htm)[(SEC] File No. 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000070216517000083/ns41-indenture081517.htm) | | |

| [removed: (bb)] [added: (aa)] | | | | | | [Indenture, dated as of [removed: November 16, 2017,] [added: February 28, 2018] between the Registrant and U.S. Bank National Association, as [removed: Trustee,] [added: Trustee. The Indenture] is incorporated by reference herein to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed [removed: November 16, 2017.] [added: February 28, 2018.] (SEC File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000070216517000097/nsindenture-111617.htm)] [added: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000119312518062770/d536589dex41.htm)] | | |

| [removed: (cc)] [added: (bb)] | | | | | | [removed: [Indenture,] [added: [First Supplemental Indenture,] dated as of February 28, [removed: 2018] [added: 2018,] between the Registrant and U.S. Bank National Association, as Trustee. The Indenture is incorporated by reference herein to Exhibit [removed: 4.1] [added: 4.2] to Norfolk Southern Corporation’s Form 8-K filed February 28, [removed: 2018. (SEC] [added: 2018.](http://www.sec.gov/Archives/edgar/data/702165/000119312518062770/d536589dex42.htm) [](http://www.sec.gov/Archives/edgar/data/702165/000119312518062770/d536589dex42.htm)[(SEC] File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000119312518062770/d536589dex41.htm)] [added: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000119312518062770/d536589dex42.htm)] | | |

| [removed: (dd)] [added: (cc)] | | | | | | [removed: [First] [added: [Second] Supplemental Indenture, dated as of [removed: February 28,] [added: August 2,] 2018, between the Registrant and U.S. Bank National Association, as Trustee. The Indenture is incorporated by reference herein to Exhibit [removed: 4.2] [added: 4.1] to Norfolk Southern Corporation’s Form 8-K filed [removed: February 28, 2018. (SEC] [added: August 2, 2018.](http://www.sec.gov/Archives/edgar/data/702165/000119312518236288/d569046dex41.htm) [](http://www.sec.gov/Archives/edgar/data/702165/000119312518236288/d569046dex41.htm)[(SEC] File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000119312518062770/d536589dex42.htm)] [added: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000119312518236288/d569046dex41.htm)] | | |

| [removed: (ee)] [added: (jj)] | | | | | | [removed: [Second] [added: [Seventh] Supplemental Indenture, dated as of August [removed: 2, 2018,] [added: 25, 2021,] between the Registrant and U.S. Bank National Association, as [removed: Trustee. The Indenture] [added: trustee,] is incorporated by reference [removed: herein] to Exhibit 4.1 to [removed: Norfolk Southern Corporation’s] [added: the Registrant’s] Form 8-K filed [added: on] August [removed: 2, 2018.] [added: 25, 2021.](http://www.sec.gov/Archives/edgar/data/702165/000155278121000689/e21536_ex4-1.htm)] (SEC File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000119312518236288/d569046dex41.htm)] [added: 001-08339)] | | |

| [removed: (ff)] [added: (gg)] | | | | | | [removed: [Third] [added: [Fifth] Supplemental Indenture, dated as of May [removed: 8, 2019,] [added: 11, 2020,] between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on May [removed: 8, 2019 (SEC] [added: 11, 2020.](http://www.sec.gov/Archives/edgar/data/702165/000119312519283315/d800741dex41.htm) [](http://www.sec.gov/Archives/edgar/data/702165/000119312519283315/d800741dex41.htm)[(SEC] File No. [removed: 001-08339).](http://www.sec.gov/Archives/edgar/data/702165/000119312519141116/d734455dex41.htm)] [added: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000119312519283315/d800741dex41.htm)] | | |