Norfolk Southern (NSC) 10-K risk factor changes: FY2022 vs FY2021

The risks set forth in the following risk factors could have a [removed: materially] [added: material] adverse effect on our financial position, results of operations, or liquidity in a particular year or quarter, and could cause those results to differ materially from those expressed or implied in our forward-looking statements.

[removed: Significant governmental] [added: Governmental] legislation, regulation, and Executive Orders over commercial, [added: operational,] tax, [removed: operating and environmental] [added: safety, security, or cybersecurity] matters could [added: negatively] affect us, our customers, [removed: and] the [added: rail industry or the] markets we serve. Congress can enact [removed: laws] [added: laws, agencies can promulgate regulations, and Executive Orders can be issued] that [removed: could] increase [removed: economic] [added: or alter] regulation [removed: of] [added: that negatively affects us, our customers,] the [removed: industry.][added: rail industry or the markets we serve.]

Railroads presently are subject to commercial [added: and operational] regulation by the STB, which has jurisdiction to varying extents over rates, routes, customer access provisions, fuel surcharges, conditions of service, and the extension or abandonment of rail lines.

Additional [removed: economic] [added: or updated] regulation of the rail industry by Congress or the STB, whether under [removed: new or] [added: new,] existing [removed: laws,] [added: or amended laws or regulations,] could have a significant negative impact on our ability to negotiate prices for rail services, on [added: our] railway operating revenues, and on the [removed: efficiency] [added: efficiency, conduct, or complexity] of our operations.

Such additional [added: or updated] industry regulation, as well as enactment of any new [added: or updated] tax laws, could also negatively impact cash flows from [added: our] operating activities and, therefore, [removed: could] result in reduced capital spending on our rail network or abandonment of lines.

Railroads are also subject to the enactment of laws by Congress and regulation by the DOT [added: (including the FRA)] and the [removed: DHS,] [added: DHS (including the TSA),] which regulate [removed: most] [added: many] aspects of our operations related to [removed: safety] [added: safety, security] and [removed: security.][added: cybersecurity.]

[added: Federal and state environmental laws and regulations could negatively impact us and our operations.] Our operations are subject to extensive federal and state environmental laws and regulations concerning, among other 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 [added: respect to one or more of these properties.]

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

In addition, 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 employees or critical suppliers [removed: (including individuals that have not received mandated vaccinations)] from working.

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

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

While we have [added: previously] experienced cybersecurity events that have had minimal impact, future events may result in more significant impacts to [removed: business] [added: our operations, reputation or results of] operations.

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 [removed: investigations,] [added: action or increased regulation,] which could result in penalties, fines or judgments.

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

We have obtained insurance for potential losses for third-party liability and first-party property [removed: damages (see Note 17 to the Consolidated Financial Statements);] [added: damages;] however, insurance is available from a limited number of insurers and may not continue to be available or, if available, may not be obtainable on terms acceptable to us.

While we have [removed: used] primarily [added: used] internal resources to build or acquire and maintain our rail system, trucks and barges have been able to use public rights-of-way maintained by public entities.

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

Capacity constraints could negatively impact our service and operating efficiency. We [removed: could] [added: have experienced and may again] experience capacity constraints on our rail network related to [added: employee or equipment shortages,] increased demand for rail services, [removed: locomotive or employee shortages,] severe weather, congestion on other railroads, including passenger activities, or impacts from changes to our network structure or composition.

Changes in workforce demographics, training requirements, and availability of qualified personnel, particularly for engineers and conductors, [removed: could] have [removed: a negative] [added: negatively impacted and may again negatively] impact [removed: on] our ability to meet short-term demand for rail service.

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 [added: our] customers [removed: in the U.S. and Canada] depends in large part upon 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.

The vast majority of our employees belong to labor unions, and [added: the renegotiation of] labor [removed: agreements, strikes,] [added: agreements] or [added: any provisions thereof, or any strikes or] work stoppages [added: (including any entered into in connection with any such negotiations),] could adversely affect our operations. Approximately 80% of our railroad employees are covered by collective bargaining agreements with various labor unions.

[removed: If] [added: Additionally, if] our craft employees were to engage in a strike, work stoppage, or other slowdown, [added: including in connection with the renegotiation of any such agreements or any provisions thereof,] we could experience a significant disruption [removed: of] [added: in] our [added: operations, thereby adversely impacting our results of] operations.

[removed: Additionally,] [added: Although we recently entered into updated labor agreements with these labor unions,] future national labor agreements, or renegotiation of labor agreements or provisions of labor agreements, could significantly increase our costs for health care, wages, and other benefits.

We may be [added: negatively] affected by terrorism or war. Any terrorist attack, or other similar event, any government response thereto, and war or risk of war could cause significant business interruption.

Although we currently maintain insurance coverage for third-party liability arising out of war and acts of terrorism, we maintain only limited insurance coverage for first-party property damage and damage to property in our care, [removed: custody, or control caused by certain acts of terrorism.]

We may be [added: negatively] affected by supply constraints resulting from disruptions in the fuel markets or the nature of some of our supplier markets. We consumed [removed: over 380] [added: approximately 376] million gallons of diesel fuel in [removed: 2021.][added: 2022.]

Fuel availability could be affected by [removed: any] limitation in the fuel supply or by [removed: any] imposition of mandatory allocation or rationing regulations.

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

Concern over climate change has led to significant federal, state, and international legislative and regulatory efforts to limit greenhouse gas (GHG) emissions. Restrictions, caps, taxes, or other [added: legislative or regulatory] controls on GHG emissions, including diesel exhaust, could significantly increase our operating costs and decrease the amount of traffic we handle.

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

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

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

We may be [added: negatively] affected by energy prices. Volatility in energy prices could have a significant effect on a variety of items including, but not limited to: the economy; demand for transportation services; business related to the energy sector, including crude oil, natural gas, and coal; fuel prices; and, fuel surcharges.

Additional or updated safety, security, or cybersecurity regulation by Congress, the DOT or DHS could have a negative impact on our business and the efficiency, conduct, or complexity of our operations including (but not limited to) increased operating costs, capital expenditures, claims and litigation.

Our inability to comply with the requirements of existing or updated laws, regulations, or Executive Orders that govern our operations or the rail industry, including but not limited to those pertaining to commercial, operational, tax, safety, security, or cybersecurity matters, could have a material adverse effect on our financial position, results of operations or liquidity.

Our inability to comply with the extensive federal and state environmental laws and regulations to which we are subject could result in significant liabilities or otherwise adversely impact our operations.

custody, or control caused by certain acts of terrorism.

HUMAN CAPITAL RISKS

Failure to attract and retain key executive officers, or skilled professional or technical employees could adversely impact our business and operations. Our success depends on our ability to attract and retain skilled employees, including a sufficient number of craft employees to enable us to efficiently conduct our operations.

Difficulties in recruiting and retaining skilled employees, including train and engine workers, key executives, and other skilled professional and technical employees; the unexpected loss of such individuals; and/or our inability to successfully transition key roles could each have a material adverse effect on our business and operations.

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

The Rail Safety Improvement Act of 2008, the Surface Transportation Extension Act of 2015, and the implementing regulations promulgated by the FRA 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.

We completed our PTC implementation prior to the December 31, 2020 deadline.

PTC is designed to prevent train-to-train collisions, speed-related derailments, and certain other accidents caused by human error, but it will not prevent all types of train accidents or incidents.

The PTC system will continue to result in additional operating costs and capital expenditures, and may result in increased claims and litigation costs.

respect to one or more of these properties.

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

The COVID-19 pandemic negatively impacted the economy and continues to generate economic uncertainty.

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

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.

locomotives and certain track and rolling stock materials.

| | | | [added: 2022] | | | | | | [added: 2021] | | | | | | [added: 2020] | | | | | | [removed: 2021] [added: vs. 2021] | | | | | | [removed: 2020] [added: vs. 2020] | | | | | |

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | vs. [removed: 2020] [added: 2021] | | | | | | vs. [removed: 2019] [added: 2020] | | | | | |

| Income from railway operations | | | $ | [removed: 4,447] [added: 4,809] | | | | | $ | [removed: 3,002] [added: 4,447] | | | | | $ | [removed: 3,989] [added: 3,002] | | | | | [removed: 48] [added: 8] | | % | | | | [removed: (25] [added: 48] | | [removed: %)] [added: %] | | | |

| Net income | | | $ | [removed: 3,005] [added: 3,270] | | | | | $ | [removed: 2,013] [added: 3,005] | | | | | $ | [removed: 2,722] [added: 2,013] | | | | | [removed: 49] [added: 9] | | % | | | | [removed: (26] [added: 49] | | [removed: %)] [added: %] | | | |

| Diluted earnings per share | | | $ | [removed: 12.11] [added: 13.88] | | | | | $ | [removed: 7.84] [added: 12.11] | | | | | $ | [removed: 10.25] [added: 7.84] | | | | | [removed: 54] [added: 15] | | % | | | | [removed: (24] [added: 54] | | [removed: %)] [added: %] | | | |

| Railway operating ratio (percent) | | | [removed: 60.1] [added: 62.3] | | | | | | [removed: 69.3] [added: 60.1] | | | | | | [removed: 64.7] [added: 69.3] | | | | | | [removed: (13] [added: 4] | | [removed: %)] [added: %] | | | | [removed: 7] [added: (13] | | [removed: %] [added: %)] | | | |

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

Additionally, gains on the sale of operating properties increased compared to [removed: the prior year.][added: 2020.]

[removed: Our railway] [added: Railway] operating ratio (a measure of the amount of operating revenues consumed by operating expenses) [removed: decreased] [added: increased] to [removed: 60.1] [added: 62.3] percent.

[removed: Additionally, negative mix and lower] [added: In 2022, revenues rose due to higher average revenue per unit, driven by higher] fuel surcharge [removed: revenue,] [added: revenue and increased pricing,] partially offset by [removed: increased pricing, led to] lower [removed: average revenue per unit.][added: volume.]

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

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

| | | | [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [added: (non-GAAP)] | | | | | | [removed: 2020] [added: 2021] | | | | | | (non-GAAP) | | |

| Railway operating expenses | | | $ | [removed: 6,695] [added: 7,936] | | | | | $ | [removed: 6,303] [added: 6,695] | | | | | $ | [removed: 7,307] [added: 6,303] | | | | | [removed: 6] [added: 19] | | % | | | | [removed: (14] [added: 6] | | [removed: %)] [added: %] |

| Income from railway operations | | | $ | [removed: 4,447] [added: 4,809] | | | | | $ | [removed: 3,486] [added: 4,447] | | | | | $ | [removed: 3,989] [added: 3,486] | | | | | [removed: 28] [added: 8] | | % | | | | [removed: (13] [added: 28] | | [removed: %)] [added: %] |

| Income before income taxes | | | $ | [removed: 3,878] [added: 4,130] | | | | | $ | [removed: 3,014] [added: 3,878] | | | | | $ | [removed: 3,491] [added: 3,014] | | | | | [removed: 29] [added: 6] | | % | | | | [removed: (14] [added: 29] | | [removed: %)] [added: %] |

| Income taxes | | | $ | [removed: 873] [added: 860] | | | | | $ | [removed: 639] [added: 873] | | | | | $ | [removed: 769] [added: 639] | | | | | [removed: 37] [added: (1] | | [removed: %] [added: %)] | | | | [removed: (17] [added: 37] | | [removed: %)] [added: %] |

| Net income | | | $ | [removed: 3,005] [added: 3,270] | | | | | $ | [removed: 2,375] [added: 3,005] | | | | | $ | [removed: 2,722] [added: 2,375] | | | | | [removed: 27] [added: 9] | | % | | | | [removed: (13] [added: 27] | | [removed: %)] [added: %] |

| Diluted earnings per share | | | $ | [removed: 12.11] [added: 13.88] | | | | | $ | [removed: 9.25] [added: 12.11] | | | | | $ | [removed: 10.25] [added: 9.25] | | | | | [removed: 31] [added: 15] | | % | | | | [removed: (10] [added: 31] | | [removed: %)] [added: %] |

| Railway operating ratio (percent) | | | [removed: 60.1] [added: 62.3] | | | | | | [removed: 64.4] [added: 60.1] | | | | | | [removed: 64.7] [added: 64.4] | | | | | | [removed: (7] [added: 4] | | [removed: %)] [added: %] | | | | [removed: —] [added: (7] | | [removed: %] [added: %)] |

| | | | Revenues | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | |

| Agriculture, forest and consumer products | | | $ | [removed: 2,251] [added: 2,493] | | | | | $ | [removed: 2,116] [added: 2,251] | | | | | $ | [removed: 2,256] [added: 2,116] | | | | | [removed: 6] [added: 11] | | % | | | | [removed: (6] [added: 6] | | [removed: %)] [added: %] | | | |

| Chemicals | | | [removed: 1,951] [added: 2,148] | | | | | | [removed: 1,809] [added: 1,951] | | | | | | [removed: 2,092] [added: 1,809] | | | | | | [removed: 8] [added: 10] | | % | | | | [removed: (14] [added: 8] | | [removed: %)] [added: %] | | | |

| Metals and construction | | | [removed: 1,562] [added: 1,652] | | | | | | [removed: 1,333] [added: 1,562] | | | | | | [removed: 1,461] [added: 1,333] | | | | | | [removed: 17] [added: 6] | | % | | | | [removed: (9] [added: 17] | | [removed: %)] [added: %] | | | |

| Automotive | | | [removed: 905] [added: 1,038] | | | | | | [removed: 830] [added: 905] | | | | | | [removed: 994] [added: 830] | | | | | | [removed: 9] [added: 15] | | % | | | | [removed: (16] [added: 9] | | [removed: %)] [added: %] | | | |

| Merchandise | | | [removed: 6,669] [added: 7,331] | | | | | | [removed: 6,088] [added: 6,669] | | | | | | [removed: 6,803] [added: 6,088] | | | | | | 10 | | % | | | | [removed: (11] [added: 10] | | [removed: %)] [added: %] | | | |

| Intermodal | | | [removed: 3,163] [added: 3,681] | | | | | | [removed: 2,654] [added: 3,163] | | | | | | [removed: 2,824] [added: 2,654] | | | | | | [removed: 19] [added: 16] | | % | | | | [removed: (6] [added: 19] | | [removed: %)] [added: %] | | | |

| Coal | | | [removed: 1,310] [added: 1,733] | | | | | | [removed: 1,047] [added: 1,310] | | | | | | [removed: 1,669] [added: 1,047] | | | | | | [removed: 25] [added: 32] | | % | | | | [removed: (37] [added: 25] | | [removed: %)] [added: %] | | | |

| Total | | | $ | [removed: 11,142] [added: 12,745] | | | | | $ | [removed: 9,789] [added: 11,142] | | | | | $ | [removed: 11,296] [added: 9,789] | | | | | 14 | | % | | | | [removed: (13] [added: 14] | | [removed: %)] [added: %] | | | |

| | | | Units | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | |

| Agriculture, forest and consumer products | | | [removed: 725.5] [added: 723.0] | | | | | | [removed: 704.4] [added: 725.5] | | | | | | [removed: 763.7] [added: 704.4] | | | | | | [removed: 3] [added: —] | | % | | | | [removed: (8] [added: 3] | | [removed: %)] [added: %] | | | |

| Chemicals | | | [removed: 529.7] [added: 540.1] | | | | | | [removed: 482.0] [added: 529.7] | | | | | | [removed: 588.9] [added: 482.0] | | | | | | [removed: 10] [added: 2] | | % | | | | [removed: (18] [added: 10] | | [removed: %)] [added: %] | | | |

| Metals and construction | | | [removed: 669.0] [added: 634.6] | | | | | | [removed: 601.2] [added: 669.0] | | | | | | [removed: 685.1] [added: 601.2] | | | | | | [removed: 11] [added: (5] | | [removed: %] [added: %)] | | | | [removed: (12] [added: 11] | | [removed: %)] [added: %] | | | |

| Automotive | | | [removed: 345.4] [added: 339.1] | | | | | | [removed: 329.7] [added: 345.4] | | | | | | [removed: 394.7] [added: 329.7] | | | | | | [removed: 5] [added: (2] | | [removed: %] [added: %)] | | | | [removed: (16] [added: 5] | | [removed: %)] [added: %] | | | |

| Merchandise | | | [removed: 2,269.6] [added: 2,236.8] | | | | | | [removed: 2,117.3] [added: 2,269.6] | | | | | | [removed: 2,432.4] [added: 2,117.3] | | | | | | [removed: 7] [added: (1] | | [removed: %] [added: %)] | | | | [removed: (13] [added: 7] | | [removed: %)] [added: %] | | | |

| Intermodal | | | [removed: 4,104.1] [added: 3,913.1] | | | | | | [removed: 3,992.1] [added: 4,104.1] | | | | | | [removed: 4,207.2] [added: 3,992.1] | | | | | | [removed: 3] [added: (5] | | [removed: %] [added: %)] | | | | [removed: (5] [added: 3] | | [removed: %)] [added: %] | | | |

| Coal | | | [removed: 658.0] [added: 684.6] | | | | | | [removed: 574.1] [added: 658.0] | | | | | | [removed: 914.0] [added: 574.1] | | | | | | [removed: 15] [added: 4] | | % | | | | [removed: (37] [added: 15] | | [removed: %)] [added: %] | | | |

| Total | | | [removed: 7,031.7] [added: 6,834.5] | | | | | | [removed: 6,683.5] [added: 7,031.7] | | | | | | [removed: 7,553.6] [added: 6,683.5] | | | | | | [removed: 5] [added: (3] | | [removed: %] [added: %)] | | | | [removed: (12] [added: 5] | | [removed: %)] [added: %] | | | |

| | | | Revenue per Unit | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | |

| Agriculture, forest and consumer products | | | $ | [removed: 3,102] [added: 3,448] | | | | | $ | [removed: 3,004] [added: 3,102] | | | | | $ | [removed: 2,953] [added: 3,004] | | | | | [removed: 3] [added: 11] | | % | | | | [removed: 2] [added: 3] | | % | | | |

In 2022, revenue growth led to year-over-year improvements in income from operations, net income and diluted earnings per share.

Throughout the year, we focused on efforts to increase our network fluidity and improve service for our customers.

These efforts included the hiring of new conductors in a tight labor market and evolving our operating plan, which collectively drove improvements in our network performance as we concluded the year and is providing strong momentum going into 2023.

Additionally, new labor agreements were secured by December 2022 which provided retroactive pay and other benefits for our craft employees.

As we head into 2023, we are focused on providing reliable and resilient service and delivering smart sustainable revenue growth that will deliver long-term value to our customers and shareholders.

| | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | | 2021 | | | | | |

Income from railway operations increased in 2022 compared to 2021, driven by higher railway operating revenues.

The rise in revenues was partly offset by increased railway operating expenses, driven by higher fuel prices, other inflationary pressures, service-related costs, increased labor-related costs primarily resulting from labor union negotiations, and higher claims-related expenses.

Incremental expenses incurred in 2022 that resulted from finalized labor agreements for wages earned in 2021 and prior periods lowered diluted earnings per share by $0.18.

Additionally, net income includes a $136 million deferred tax benefit resulting from a corporate income tax rate change in the Commonwealth of Pennsylvania, which increased diluted earnings per share by $0.58.

Our share repurchase activity resulted in the percentage increase in diluted earnings per share that exceeded that of net income.

The decline in railway

Our railway operating ratio decreased to 60.1 percent.

| | | | | | | | | | | | | | | | Adjusted | | | | | | 2022 | | | | | | vs. Adjusted | | |

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | vs. 2021 | | | | | | vs. 2020 | | | | | |

| | | | 2022 vs. 2021 | | | | | | | | | | | | | | | | | | 2021 vs. 2020 | | | | | | | | | | | | | | |

For 2023, we expect that revenue growth will be a challenge, as there is substantial economic uncertainty.

Additionally, we expect revenue headwinds resulting from lower fuel prices, softening coal pricing, and declining storage service charges.

In this difficult environment, we will continue to fight to increase revenue by recapturing truck-competitive freight and achieving pricing gains.

Decreased volumes in metal and construction and automotive shipments more than offset higher chemical shipments.

Declines in pulpboard, fertilizer, and pulp, were offset by increases in soybeans, feed, and corn.

Pulpboard and pulp shipments declined due to decreased demand, equipment availability, service disruptions, and production down time.

Lower fertilizer shipments were driven by high fertilizer prices causing customers to draw down on existing inventories or delay purchases as well as production disruptions.

Soybean volumes were higher due to increased opportunity for exports.

Feed shipments were higher due to increased customer demand.

Increased corn shipments were due to improved equipment cycle times.

Increases in sand and solid waste shipments were partially offset by declines in plastics, inorganic chemicals, organic chemicals, and natural gas liquids.

The increase in sand was due to greater demand resulting from sustained high natural gas prices.

Solid waste shipments increased due to growth with existing customers.

Plastics shipments decreased due to softening of the housing market.

Declines in inorganic chemicals, organic chemicals, and natural gas liquids shipments were due to decreased demand and reduced production.

Volumes fell largely as a result of decreased shipments of coil steel, iron and steel, and scrap metal driven by service disruptions and slower equipment cycle times.

Volume declines were the result of slower equipment cycle times partially offset by fewer parts supply issues due to easing supply chain congestion when compared to the prior year.

| | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | | 2021 | | | | | |

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | vs. 2021 | | | | | | vs. 2020 | | | | | |

In 2022, volume declined due to service disruptions, terminal congestion, strong over-the-road competition, and increased truck availability.

The decline in 2022 was the result of supply chain constraints, chassis shortages, and excess retail inventory.

| | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | | 2021 | | | | | |

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | vs. 2021 | | | | | | vs. 2020 | | | | | |

The increase in 2022 was due to increased demand and service improvements.

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.

We remain committed to protecting our employees, operating safely, and providing excellent transportation service products for our customers.

Income from railway operations declined in 2020 compared to 2019 as railway operating revenues fell 13% which exceeded a 7% reduction in operating expenses.

Railway operating revenues declined as lower customer demand resulted in reduced volume.

Railway operating expenses decreased due to declines in

K18

fuel price and consumption, reduced employment levels, lower volumes and operational efficiency improvements.

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

| | | | 2021 | | | | | | (non-GAAP) | | | | | | 2019 | | | | | | (non-GAAP) | | | | | | vs. 2019 | | |

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

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

Volume declined due to the impact of COVID-19 on the demand for ethanol, corn, food service products, and building, industrial and commercial products.

In 2022, agriculture, forest and consumer products revenues are expected to rise, a result of increased volume and average revenue per unit increases resulting from pricing gains.

We expect volumes to increase in most markets led by corn, soybeans, pulpboard, and feed.

Volume declined due to the impact from COVID-19 and ongoing disruptions in the energy markets.

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

as companies reduced stockpiles before requiring more products.

Oil and petroleum shipments were negatively impacted due to reductions in gasoline/jet fuel demand and travel.

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

In 2020, volume declines were partially offset by higher average revenue per unit, the result of pricing gains.

Volume declines were largely the result of weakened demand due to reductions in metal and domestic vehicle production.

The onset of the pandemic caused industries to suspend production which heavily impacted customers’ needs for materials and shipping of finished and semi-finished goods.

These declines were partially offset by increased demand for cement.

As the economic recovery continues, volume growth is expected in almost all markets led by aggregates, coil steel, scrap metal, and construction.

In 2020, revenue declines were driven by lower volume and fuel surcharge revenue, partially offset by pricing gains.

The volume decline was mostly the result of unplanned automotive plant shutdowns in the first half of the year, primarily due to the COVID-19 pandemic, which was partially offset by increased demand in the second half of the year.

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.

In 2020, volume declined due to supply chain disruptions related to the onset of the pandemic and strong over-the-road competition in the first half of the year.

Inventory replenishment and a strong peak season in the second half of the year assisted in dampening the overall volume decline.

For 2022, we expect higher domestic volume driven by new business and growth from existing customers.

The decline in 2020 resulted from supply chain disruptions due to the onset of the pandemic.

For 2022, we expect international volume growth due to increased demand and supply chain recovery.

The decrease in 2020 was a result of significant volume declines.

For 2022, we expect coal revenues to decline due to lower average revenue per unit and decreased volume driven by coal supply challenges.

The decline in 2020 was due to low natural gas prices, diminished industrial and commercial electricity demand, and high stockpiles.

For 2022, utility coal tonnage is expected to decline due to higher coal prices, lower natural gas prices, uncertainty regarding coal production and impacts of weather on demand.

The decline in 2020 was a result of weak seaborne pricing, COVID-19-related global disruptions, and import restrictions.

K32

K31

- Categorical Independence Standards [removed: for Directors]

RAILROAD OPERATIONS – At December 31, [removed: 2021,] [added: 2022,] we operated approximately [removed: 19,300] [added: 19,100] route miles in 22 states and the District of Columbia.

[removed: ][added: ]

| | | | Mileage Operated at December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | | | | |

| Revenue ton miles (billions) | | | [removed: 178] [added: 179] | | | | | | [removed: 164] [added: 178] | | | | | | [removed: 194] [added: 164] | | | | | | [removed: 207] [added: 194] | | | | | | [removed: 201] [added: 207] | | | | | |

| Revenue per thousand revenue ton miles | | | $ | [removed: 62.56] [added: 71.35] | | | | | $ | [removed: 59.67] [added: 62.56] | | | | | $ | [removed: 58.21] [added: 59.67] | | | | | $ | [removed: 55.25] [added: 58.21] | | | | | $ | [removed: 52.38] [added: 55.25] | | | | |

| Revenue ton miles (thousands) per railroad employee | | | [removed: 9,694] [added: 9,513] | | | | | | [removed: 8,191] [added: 9,694] | | | | | | [removed: 7,939] [added: 8,191] | | | | | | [removed: 7,822] [added: 7,939] | | | | | | [removed: 7,474] [added: 7,822] | | | | | |

| operating revenues (railway operating ratio) | | | [removed: 60.1%] [added: 62.3%] | | | | | | [removed: 69.3%] [added: 60.1%] | | | | | | [removed: 64.7%] [added: 69.3%] | | | | | | [removed: 65.4%] [added: 64.7%] | | | | | | [removed: 66.6%] [added: 65.4%] | | | | | |

RAILWAY OPERATING REVENUES – Total railway operating revenues were [removed: $11.1] [added: $12.7] billion in [removed: 2021.][added: 2022.]

- Agriculture, forest and consumer products includes soybeans, wheat, corn, fertilizer, livestock and poultry feed, food products, food oils, flour, sweeteners, ethanol, lumber and wood products, pulp board and paper products, wood fibers, wood pulp, [removed: scrap paper,] beverages, [removed: canned goods,] and [removed: consumer products.][added: canned goods.]

- Chemicals includes sulfur and related chemicals, petroleum products (including crude oil), chlorine and bleaching compounds, plastics, rubber, industrial chemicals, chemical [removed: wastes] [added: wastes, sand,] and [removed: sand.][added: natural gas liquids.]

In [removed: 2021,] [added: 2022,] we handled [removed: 2.3] [added: 2.2] million merchandise carloads, which accounted for [removed: 60%] [added: 57%] of our total railway operating revenues.

These shipments are handled on behalf of intermodal marketing companies, international steamship lines, premium customers and [removed: asset owning] [added: asset-owning] companies.

In [removed: 2021,] [added: 2022,] we handled [removed: 4.1] [added: 3.9] million intermodal units, which accounted for [removed: 28%] [added: 29%] of our total railway operating revenues.

COAL – Coal revenues accounted for [removed: 12%] [added: 14%] of our total railway operating revenues in [removed: 2021.][added: 2022.]

We handled [removed: 73] [added: 77] million tons, or 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 coal franchise supports the electric generation market, [added: directly] serving approximately [removed: 50] [added: 30] coal-fired power plants, as well as the export, domestic metallurgical and industrial markets, primarily through direct rail and river, lake, and coastal facilities, including various terminals on the Ohio River, [added: at] Lamberts Point in Norfolk, Virginia, [added: at] the Port of Baltimore, and [added: on] Lake Erie.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | |

| Road and other property | | | $ | [removed: 1,041] [added: 1,345] | | | | | $ | [removed: 1,046] [added: 1,041] | | | | | $ | [removed: 1,371] [added: 1,046] | | | | | $ | [removed: 1,276] [added: 1,371] | | | | | $ | [removed: 1,210] [added: 1,276] | |

| Equipment | | | [removed: 429] [added: 603] | | | | | | [removed: 448] [added: 429] | | | | | | [removed: 648] [added: 448] | | | | | | [removed: 675] [added: 648] | | | | | | [removed: 513] [added: 675] | | |

| Total | | | $ | [removed: 1,470] [added: 1,948] | | | | | $ | [removed: 1,494] [added: 1,470] | | | | | $ | [removed: 2,019] [added: 1,494] | | | | | $ | [removed: 1,951] [added: 2,019] | | | | | $ | [removed: 1,723] [added: 1,951] | |

Equipment – At December 31, [removed: 2021,] [added: 2022,] we owned or leased the following units of equipment:

| Auxiliary units | | | [removed: 138] [added: 140] | | | | | | — | | | | | | [removed: 138] [added: 140] | | | | | | — | | |

| Other | | | [removed: 1,558] [added: 1,555] | | | | | | — | | | | | | [removed: 1,558] [added: 1,555] | | | | | | 69,649 | | |

| Work equipment | | | [removed: 5,502] [added: 5,408] | | | | | | 243 | | | | | | [removed: 5,745] [added: 5,651] | | | | | | | | |

The following table indicates the number and year built for locomotives and freight cars owned at December 31, [removed: 2021:][added: 2022:]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2012- 2016] [added: 2013- 2017] | | | | | | [removed: 2007- 2011] [added: 2008- 2012] | | | | | | [removed: 2006] [added: 2007] & Before | | | | | | Total | | |

| % of fleet | | | — | | [added: %] | | | | — | | [added: %] | | | | [removed: 1] [added: —] | | % | | | | 1 | | % | | | | [removed: 2] [added: 1] | | % | | | | 8 | | % | | | | [removed: 8] [added: 7] | | % | | | | [removed: 80] [added: 83] | | % | | | | 100 | | % |

| % of fleet | | | [removed: —] [added: 1] | | [added: %] | | | | — | | [added: %] | | | | [removed: 1] [added: —] | | % | | | | — | | [added: %] | | | | [removed: 1] [added: —] | | % | | | | [removed: 15] [added: 12] | | % | | | | [removed: 22] [added: 24] | | % | | | | [removed: 61] [added: 63] | | % | | | | 100 | | % |

The following table shows the average age of our owned locomotive and freight car fleets at December 31, [removed: 2021] [added: 2022] and information regarding [removed: 2021] [added: 2022] retirements:

| Average age – in service | | | [removed: 26.7] [added: 27.6] years | | | | | | [removed: 25.7] [added: 25.9] years | | |

| Retirements | | | [removed: 2] [added: 22] units | | | | | | [removed: 2,308] [added: 1,209] units | | |

| Average age – retired | | | [removed: 31.5] [added: 25.2] years | | | | | | [removed: 42.2] [added: 45.5] years | | |

Track Maintenance – Of the [removed: 35,300] [added: 35,100] total miles of track on which we operate, we are responsible for maintaining [removed: 28,700] [added: 28,400] miles, with the remainder being operated under trackage rights from other parties responsible for maintenance.

Over [removed: 84%] [added: 85%] of the main line trackage (including first, second, third, and branch main tracks, all excluding rail operated pursuant to trackage rights) has rail ranging from 131 to 155 pounds per yard with the standard installation currently at 136 pounds per yard.

Approximately [removed: 41%] [added: 40%] of our lines, excluding rail operated pursuant to trackage rights, carried 20 million or more gross tons per track mile during [removed: 2021.][added: 2022.]

| Track miles of rail installed | | | [removed: 458] [added: 541] | | | | | | [removed: 418] [added: 458] | | | | | | [removed: 449] [added: 418] | | | | | | [removed: 416] [added: 449] | | | | | | [removed: 466] [added: 416] | | |

| Miles of track surfaced | | | [removed: 4,225] [added: 4,155] | | | | | | [removed: 4,785] [added: 4,225] | | | | | | [removed: 5,012] [added: 4,785] | | | | | | [removed: 4,594] [added: 5,012] | | | | | | [removed: 5,368] [added: 4,594] | | |

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

| Owned | | | 14,312 | | | | | | 2,676 | | | | | | 1,957 | | | | | | 8,158 | | | | | | 27,103 | | |

| rights | | | 4,825 | | | | | | 1,889 | | | | | | 406 | | | | | | 841 | | | | | | 7,961 | | |

| Total | | | 19,137 | | | | | | 4,565 | | | | | | 2,363 | | | | | | 8,999 | | | | | | 35,064 | | |

| Multiple purpose | | | 3,046 | | | | | | — | | | | | | 3,046 | | | | | | 11,845,600 | | |

| Total locomotives | | | 3,190 | | | | | | — | | | | | | 3,190 | | | | | | 11,850,000 | | |

| Gondola | | | 17,391 | | | | | | 2,836 | | | | | | 20,227 | | | | | | 2,265,085 | | |

| Hopper | | | 7,818 | | | | | | — | | | | | | 7,818 | | | | | | 892,800 | | |

| Covered hopper | | | 5,571 | | | | | | — | | | | | | 5,571 | | | | | | 619,424 | | |

| Box | | | 2,530 | | | | | | 703 | | | | | | 3,233 | | | | | | 295,536 | | |

| Flat | | | 1,390 | | | | | | 676 | | | | | | 2,066 | | | | | | 152,719 | | |

| Total freight cars | | | 36,255 | | | | | | 4,215 | | | | | | 40,470 | | | | | | 4,295,213 | | |

| Chassis | | | 35,393 | | | | | | 1,100 | | | | | | 36,493 | | | | | | | | |

| Containers | | | 18,047 | | | | | | — | | | | | | 18,047 | | | | | | | | |

| Vehicles | | | 2,976 | | | | | | 14 | | | | | | 2,990 | | | | | | | | |

| Miscellaneous | | | 2,243 | | | | | | — | | | | | | 2,243 | | | | | | | | |

| Total other | | | 64,067 | | | | | | 1,357 | | | | | | 65,424 | | | | | | | | |

| No. of units | | | — | | | | | | 1 | | | | | | 10 | | | | | | 36 | | | | | | 15 | | | | | | 260 | | | | | | 231 | | | | | | 2,637 | | | | | | 3,190 | | |

| No. of units | | | 236 | | | | | | — | | | | | | — | | | | | | 200 | | | | | | — | | | | | | 4,202 | | | | | | 8,843 | | | | | | 22,774 | | | | | | 36,255 | | |

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | |

Our commitment to an injury-free workplace is outlined in our Foundation of Safety policy which focuses on rules compliance, responsibility, relationships, and responsiveness.

Our safety programs, practices, and messaging further reinforces the importance of working safely.

We measure

Approximately 90%

Railroads are also subject to the enactment of laws by Congress and regulation by the U.S. Department of Transportation (DOT) (including the Federal Railroad Administration) and the U.S. Department of Homeland Security (DHS) (including the Transportation Security Administration (TSA)), which regulate most aspects of our operations related to safety, security and cybersecurity.

We also have ongoing programs to sponsor local emergency responders at the Security and Emergency Response Training Center.

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

| 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 | | |

| Multiple purpose | | | 3,068 | | | | | | — | | | | | | 3,068 | | | | | | 11,940,400 | | |

| Total locomotives | | | 3,210 | | | | | | — | | | | | | 3,210 | | | | | | 11,944,800 | | |

| 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 | | |

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

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

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

| 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 | | |

Our commitment to an injury-free workplace is illustrated by our “*I am Coming Home*” safety message, which is featured prominently in our yards, shops, and facilities and further reinforces the importance of working safely.

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.

For information on our legal proceedings, see Note 17 “Commitments and Contingencies” in the Consolidated Financial Statements.

In 2007, various antitrust class actions filed against us and other Class I railroads in various Federal district courts regarding fuel surcharges were consolidated in the District of Columbia by the Judicial Panel on Multidistrict Litigation.

In 2012, the court certified the case as a class action.

The defendant railroads appealed this certification, and the Court of Appeals for the District of Columbia vacated the District Court’s decision and remanded the case for further consideration.

On October 10, 2017, the District Court denied class certification.

The decision was upheld by the Court of Appeals on August 16, 2019.

Since that decision, various individual cases have been filed in multiple jurisdictions and also consolidated in the District of Columbia.

We believe the allegations in the complaints are without merit and intend to vigorously defend the cases.

We do not believe the outcome of these proceedings will have a material effect on our financial position, results of operations, or liquidity.

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

The lawsuit alleged violations of various state laws and federal antitrust laws.

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

The potential range of loss cannot be estimated at this time.

for the fiscal year ended [removed: DECEMBER] [added: December] 31, [removed: 2021][added: 2022]

[removed: ][added: ]

The aggregate market value of the voting common equity held by non-affiliates at June 30, [removed: 2021] [added: 2022] was [removed: $65,486,012,788] [added: $53,336,433,209] (based on the closing price as quoted on the New York Stock Exchange on June 30, [removed: 2021).][added: 2022).]

The number of shares outstanding of each of the registrant’s classes of common stock, at January 31, [removed: 2022: 239,777,444] [added: 2023: 227,782,202] (excluding 20,320,777 shares held by the registrant’s consolidated subsidiaries).

| [Part [removed: I.](#i4accddf8aa5a482692d2322c9d4a311e_10)] [added: I.](#if5919fb7593645d283f9ced7c9a90d12_10)] | | | [Items 1 and [removed: 2.](#i4accddf8aa5a482692d2322c9d4a311e_13)] [added: 2.](#if5919fb7593645d283f9ced7c9a90d12_13)] | | | [Business and [removed: Properties](#i4accddf8aa5a482692d2322c9d4a311e_13)] [added: Properties](#if5919fb7593645d283f9ced7c9a90d12_13)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_13)[3](#i4accddf8aa5a482692d2322c9d4a311e_13)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_13)[3](#if5919fb7593645d283f9ced7c9a90d12_13)] | | |

| | | | [Item [removed: 1A.](#i4accddf8aa5a482692d2322c9d4a311e_55)] [added: 1A.](#if5919fb7593645d283f9ced7c9a90d12_55)] | | | [Risk [removed: Factors](#i4accddf8aa5a482692d2322c9d4a311e_55)] [added: Factors](#if5919fb7593645d283f9ced7c9a90d12_55)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_55)[11](#i4accddf8aa5a482692d2322c9d4a311e_55)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_55)[11](#if5919fb7593645d283f9ced7c9a90d12_55)] | | |

| | | | [Item [removed: 1B.](#i4accddf8aa5a482692d2322c9d4a311e_58)] [added: 1B.](#if5919fb7593645d283f9ced7c9a90d12_58)] | | | [Unresolved Staff [removed: Comments](#i4accddf8aa5a482692d2322c9d4a311e_58)] [added: Comments](#if5919fb7593645d283f9ced7c9a90d12_58)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_58)[15](#i4accddf8aa5a482692d2322c9d4a311e_58)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_58)[15](#if5919fb7593645d283f9ced7c9a90d12_58)] | | |

| | | | [Item [removed: 3.](#i4accddf8aa5a482692d2322c9d4a311e_61)] [added: 3.](#if5919fb7593645d283f9ced7c9a90d12_61)] | | | [Legal [removed: Proceedings](#i4accddf8aa5a482692d2322c9d4a311e_61)] [added: Proceedings](#if5919fb7593645d283f9ced7c9a90d12_61)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_61)[15](#i4accddf8aa5a482692d2322c9d4a311e_61)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_61)[16](#if5919fb7593645d283f9ced7c9a90d12_61)] | | |

| | | | [Item [removed: 4.](#i4accddf8aa5a482692d2322c9d4a311e_64)] [added: 4.](#if5919fb7593645d283f9ced7c9a90d12_64)] | | | [Mine Safety [removed: Disclosures](#i4accddf8aa5a482692d2322c9d4a311e_64)] [added: Disclosures](#if5919fb7593645d283f9ced7c9a90d12_64)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_64)[15](#i4accddf8aa5a482692d2322c9d4a311e_64)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_64)[16](#if5919fb7593645d283f9ced7c9a90d12_64)] | | |

| | | | | | | [Information About Our Executive [removed: Officers](#i4accddf8aa5a482692d2322c9d4a311e_67)] [added: Officers](#if5919fb7593645d283f9ced7c9a90d12_67)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_67)[16](#i4accddf8aa5a482692d2322c9d4a311e_67)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_67)[17](#if5919fb7593645d283f9ced7c9a90d12_67)] | | |

| [Part [removed: II.](#i4accddf8aa5a482692d2322c9d4a311e_70)] [added: II.](#if5919fb7593645d283f9ced7c9a90d12_70)] | | | [Item [removed: 5.](#i4accddf8aa5a482692d2322c9d4a311e_73)] [added: 5.](#if5919fb7593645d283f9ced7c9a90d12_73)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters [removed: and](#i4accddf8aa5a482692d2322c9d4a311e_73)] [added: and](#if5919fb7593645d283f9ced7c9a90d12_73)] | | | | | |

| | | | | | | [Issuer Purchases of Equity [removed: Securities](#i4accddf8aa5a482692d2322c9d4a311e_73)] [added: Securities](#if5919fb7593645d283f9ced7c9a90d12_73)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_73)[17](#i4accddf8aa5a482692d2322c9d4a311e_73)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_73)[18](#if5919fb7593645d283f9ced7c9a90d12_73)] | | |

| | | | [Item [removed: 7.](#i4accddf8aa5a482692d2322c9d4a311e_88)] [added: 7.](#if5919fb7593645d283f9ced7c9a90d12_82)] | | | [Management’s Discussion and Analysis of Financial Condition [removed: and](#i4accddf8aa5a482692d2322c9d4a311e_88)] [added: and](#if5919fb7593645d283f9ced7c9a90d12_82)] | | | | | |

| | | | | | | [Results of [removed: Operations](#i4accddf8aa5a482692d2322c9d4a311e_88)] [added: Operations](#if5919fb7593645d283f9ced7c9a90d12_82)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_88)[18](#i4accddf8aa5a482692d2322c9d4a311e_88)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_82)[19](#if5919fb7593645d283f9ced7c9a90d12_82)] | | |

| | | | [Item [removed: 7A.](#i4accddf8aa5a482692d2322c9d4a311e_124)] [added: 7A.](#if5919fb7593645d283f9ced7c9a90d12_118)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4accddf8aa5a482692d2322c9d4a311e_124)] [added: Risk](#if5919fb7593645d283f9ced7c9a90d12_118)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_124)[31](#i4accddf8aa5a482692d2322c9d4a311e_124)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_118)[32](#if5919fb7593645d283f9ced7c9a90d12_118)] | | |

| | | | [Item [removed: 8.](#i4accddf8aa5a482692d2322c9d4a311e_127)] [added: 8.](#if5919fb7593645d283f9ced7c9a90d12_121)] | | | [Financial Statements and Supplementary [removed: Data](#i4accddf8aa5a482692d2322c9d4a311e_127)] [added: Data](#if5919fb7593645d283f9ced7c9a90d12_121)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_127)[32](#i4accddf8aa5a482692d2322c9d4a311e_127)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_121)[33](#if5919fb7593645d283f9ced7c9a90d12_121)] | | |

| | | | [Item [removed: 9.](#i4accddf8aa5a482692d2322c9d4a311e_229)] [added: 9.](#if5919fb7593645d283f9ced7c9a90d12_208)] | | | [Changes in and Disagreements with Accountants on Accounting [removed: and](#i4accddf8aa5a482692d2322c9d4a311e_229)] [added: and](#if5919fb7593645d283f9ced7c9a90d12_208)] | | | | | |

| | | | [Item [removed: 9A.](#i4accddf8aa5a482692d2322c9d4a311e_232)] [added: 9A.](#if5919fb7593645d283f9ced7c9a90d12_211)] | | | [Controls and [removed: Procedures](#i4accddf8aa5a482692d2322c9d4a311e_232)] [added: Procedures](#if5919fb7593645d283f9ced7c9a90d12_211)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_232)[75](#i4accddf8aa5a482692d2322c9d4a311e_232)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_211)[77](#if5919fb7593645d283f9ced7c9a90d12_211)] | | |

| | | | [Item [removed: 9B.](#i4accddf8aa5a482692d2322c9d4a311e_235)] [added: 9B.](#if5919fb7593645d283f9ced7c9a90d12_214)] | | | [Other [removed: Information](#i4accddf8aa5a482692d2322c9d4a311e_235)] [added: Information](#if5919fb7593645d283f9ced7c9a90d12_214)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_235)[75](#i4accddf8aa5a482692d2322c9d4a311e_235)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_214)[77](#if5919fb7593645d283f9ced7c9a90d12_214)] | | |

| | | | [Item [removed: 9C.](#i4accddf8aa5a482692d2322c9d4a311e_2554)] [added: 9C.](#if5919fb7593645d283f9ced7c9a90d12_217)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i4accddf8aa5a482692d2322c9d4a311e_2554)] [added: Inspections](#if5919fb7593645d283f9ced7c9a90d12_217)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_2554)[75](#i4accddf8aa5a482692d2322c9d4a311e_2554)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_217)[77](#if5919fb7593645d283f9ced7c9a90d12_217)] | | |

| [Part [removed: III.](#i4accddf8aa5a482692d2322c9d4a311e_238)] [added: III.](#if5919fb7593645d283f9ced7c9a90d12_220)] | | | [Item [removed: 10.](#i4accddf8aa5a482692d2322c9d4a311e_241)] [added: 10.](#if5919fb7593645d283f9ced7c9a90d12_223)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4accddf8aa5a482692d2322c9d4a311e_241)] [added: Governance](#if5919fb7593645d283f9ced7c9a90d12_223)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_241)[76](#i4accddf8aa5a482692d2322c9d4a311e_241)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_223)[78](#if5919fb7593645d283f9ced7c9a90d12_223)] | | |

| | | | [Item [removed: 11.](#i4accddf8aa5a482692d2322c9d4a311e_244)] [added: 11.](#if5919fb7593645d283f9ced7c9a90d12_226)] | | | [Executive [removed: Compensation](#i4accddf8aa5a482692d2322c9d4a311e_244)] [added: Compensation](#if5919fb7593645d283f9ced7c9a90d12_226)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_244)[76](#i4accddf8aa5a482692d2322c9d4a311e_244)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_226)[78](#if5919fb7593645d283f9ced7c9a90d12_226)] | | |

| | | | [Item [removed: 12.](#i4accddf8aa5a482692d2322c9d4a311e_247)] [added: 12.](#if5919fb7593645d283f9ced7c9a90d12_229)] | | | [Security Ownership of Certain Beneficial Owners and [removed: Management](#i4accddf8aa5a482692d2322c9d4a311e_247)] [added: Management](#if5919fb7593645d283f9ced7c9a90d12_229)] | | | | | |

| | | | | | | [and Related Stockholder [removed: Matters](#i4accddf8aa5a482692d2322c9d4a311e_247)] [added: Matters](#if5919fb7593645d283f9ced7c9a90d12_229)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_247)[77](#i4accddf8aa5a482692d2322c9d4a311e_247)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_229)[79](#if5919fb7593645d283f9ced7c9a90d12_229)] | | |

| | | | [Item [removed: 13.](#i4accddf8aa5a482692d2322c9d4a311e_250)] [added: 13.](#if5919fb7593645d283f9ced7c9a90d12_232)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4accddf8aa5a482692d2322c9d4a311e_250)] [added: Independence](#if5919fb7593645d283f9ced7c9a90d12_232)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_250)[79](#i4accddf8aa5a482692d2322c9d4a311e_250)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_232)[81](#if5919fb7593645d283f9ced7c9a90d12_232)] | | |

| | | | [Item [removed: 14.](#i4accddf8aa5a482692d2322c9d4a311e_253)] [added: 14.](#if5919fb7593645d283f9ced7c9a90d12_235)] | | | [Principal Accountant Fees and [removed: Services](#i4accddf8aa5a482692d2322c9d4a311e_253)] [added: Services](#if5919fb7593645d283f9ced7c9a90d12_235)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_253)[79](#i4accddf8aa5a482692d2322c9d4a311e_253)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_235)[81](#if5919fb7593645d283f9ced7c9a90d12_235)] | | |

| [Part [removed: IV.](#i4accddf8aa5a482692d2322c9d4a311e_256)] [added: IV.](#if5919fb7593645d283f9ced7c9a90d12_238)] | | | [Item [removed: 15.](#i4accddf8aa5a482692d2322c9d4a311e_259)] [added: 15.](#if5919fb7593645d283f9ced7c9a90d12_241)] | | | [Exhibits and Financial Statement [removed: Schedule](#i4accddf8aa5a482692d2322c9d4a311e_259)] [added: Schedule](#if5919fb7593645d283f9ced7c9a90d12_241)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_259)[80](#i4accddf8aa5a482692d2322c9d4a311e_259)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_241)[82](#if5919fb7593645d283f9ced7c9a90d12_241)] | | |

| | | | [Item [removed: 16.](#i4accddf8aa5a482692d2322c9d4a311e_262)] [added: 16.](#if5919fb7593645d283f9ced7c9a90d12_244)] | | | [Form 10-K [removed: Summary](#i4accddf8aa5a482692d2322c9d4a311e_262)] [added: Summary](#if5919fb7593645d283f9ced7c9a90d12_244)] | | | [removed: K[88](#i4accddf8aa5a482692d2322c9d4a311e_262)] [added: K[90](#if5919fb7593645d283f9ced7c9a90d12_244)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | | | | [Financial Disclosure](#if5919fb7593645d283f9ced7c9a90d12_208) | | | [K](#if5919fb7593645d283f9ced7c9a90d12_208)[77](#if5919fb7593645d283f9ced7c9a90d12_208) | | |

| | | | | | | [Power of Attorney](#if5919fb7593645d283f9ced7c9a90d12_247) | | | [K](#if5919fb7593645d283f9ced7c9a90d12_247)[91](#if5919fb7593645d283f9ced7c9a90d12_247) | | |

| | | | | | | [Signatures](#if5919fb7593645d283f9ced7c9a90d12_250) | | | [K](#if5919fb7593645d283f9ced7c9a90d12_250)[91](#if5919fb7593645d283f9ced7c9a90d12_250) | | |

| | | | | | | [Financial Disclosure](#i4accddf8aa5a482692d2322c9d4a311e_229) | | | [K](#i4accddf8aa5a482692d2322c9d4a311e_229)[75](#i4accddf8aa5a482692d2322c9d4a311e_229) | | |

| | | | | | | [Power of Attorney](#i4accddf8aa5a482692d2322c9d4a311e_265) | | | [K](#i4accddf8aa5a482692d2322c9d4a311e_265)[89](#i4accddf8aa5a482692d2322c9d4a311e_265) | | |

| | | | | | | [Signatures](#i4accddf8aa5a482692d2322c9d4a311e_268) | | | [K](#i4accddf8aa5a482692d2322c9d4a311e_268)[89](#i4accddf8aa5a482692d2322c9d4a311e_268) | | |

K15

The following table sets forth certain information, at February 1, [removed: 2022,] [added: 2023,] relating to our officers.

| Alan H. Shaw, [removed: 54,] [added: 55,] President [added: and Chief Executive Officer] | | | Present position since [added: May 1, 2022. Served as President from] December 1, [removed: 2021.] [added: 2021 to May 1, 2022.] Served as Executive Vice President and Chief Marketing Officer from May 16, 2015 to December 1, 2021. | | |

| Ann A. Adams, [removed: 51,] [added: 52,] 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. | | |

| Claude E. Elkins, Jr., [removed: 56,] [added: 57,] 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. | | |

| Mark R. George, [removed: 54,] [added: 55,] Executive Vice President [removed: 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. | | |

| [removed: Lorri J. Kleine, 57, Senior] [added: Nabanita C. Nag, 47, Executive] Vice President [removed: Law] and Chief Legal Officer | | | Present position since [removed: January 10,] [added: July 1,] 2022. Served as [added: Senior] Vice President [removed: Law] [added: & Chief Legal Officer] from March 1, [removed: 2020] [added: 2022] to [removed: January 10,] [added: July 1,] 2022. Served as [removed: Senior] General Counsel [added: - Corporate] from August [removed: 1, 2019] [added: 31, 2020] to March 1, [removed: 2020. Served] [added: 2022. Prior to joining Norfolk Southern, served] as [removed: General] [added: Vice President & Corporate] Counsel [added: in the Financial Management Law Group at Prudential Financial] from [removed: December 1, 2016] [added: March 3, 2014] to August 1, [removed: 2019.] [added: 2020.] | | |

| Paul B. Duncan, 43, Executive Vice President and Chief Operating Officer | | | Present position since January 1, 2023. Served as Senior Vice President Transportation & Network Operations from September 1, 2022 to January 1, 2023. Served as Vice President Network Planning & Operations from March 1, 2022 to September 1, 2022. Prior to joining Norfolk Southern, served as Vice President of Service Design and Performance for BNSF Railway from October 1, 2018 to March 1, 2022 and as Assistant Vice President for Capacity Planning from June 1, 2015 to October 1, 2018. | | |

| Claiborne L. Moore, 43, Vice President and Controller | | | Present position since March 1, 2022. Served as Assistant Vice President Corporate Accounting from March 15, 2019 to March 1, 2022. Served as Director Investor Relations from July 1, 2017 to March 15, 2019. | | |

K17

K15

| | | | | | |

| James A. Squires, 60, Chairman and Chief Executive Officer | | | Present position since October 1, 2015. | | |

| Cynthia M. Sanborn, 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. | | |

| Clyde H. Allison, Jr., 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. | | |

Common Stock is owned by [removed: 20,616] [added: 19,796] stockholders of record as of December 31, [removed: 2021,] [added: 2022,] and is traded on the New York Stock Exchange under the symbol “NSC.”

(1)Of this amount, [removed: 437] [added: 174] represent shares tendered by employees in connection with the exercise of stock options under the stockholder-approved Long-Term Incentive Plan (LTIP).

| October 1-31, 2022 | | | | | | 1,027,142 | | | | | | $ | 217.12 | | | | | 1,027,142 | | | | | | $ | 8,092,825,748 | |

| November 1-30, 2022 | | | | | | 1,023,706 | | | | | | 243.00 | | | | | | 1,023,706 | | | | | | 7,844,066,906 | | |

| December 1-31, 2022 | | | | | | 1,422,612 | | | | | | 249.05 | | | | | | 1,422,438 | | | | | | 7,489,805,905 | | |

| Total | | | | | | 3,473,460 | | | | | | | | | | | | 3,473,286 | | | | | | | | |

(2)On March 29, 2022, our Board of Directors authorized a new program for the repurchase of up to $10.0 billion of Common Stock beginning April 1, 2022.

As of December 31, 2022, $7.5 billion remains authorized for repurchase.

Our previous share repurchase program terminated on March 31, 2022.

K18

| 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 | | | | | | | | |

(2)On September 26, 2017, our Board of Directors authorized the repurchase of up to an additional 50 million shares of Common Stock through December 31, 2022.

As of December 31, 2021, 8.0 million shares remain authorized for repurchase.

K17

| [Reports of Independent Registered Public Accounting [removed: Firm](#i4accddf8aa5a482692d2322c9d4a311e_136)] [added: Firm](#if5919fb7593645d283f9ced7c9a90d12_130)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_136)[34](#i4accddf8aa5a482692d2322c9d4a311e_136)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_130)[35](#if5919fb7593645d283f9ced7c9a90d12_130)] | | |

| [Consolidated Statements of [removed: Income](#i4accddf8aa5a482692d2322c9d4a311e_142)] [added: Income](#if5919fb7593645d283f9ced7c9a90d12_136)] [Years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i4accddf8aa5a482692d2322c9d4a311e_142)] [added: 2020](#if5919fb7593645d283f9ced7c9a90d12_136)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_142)[38](#i4accddf8aa5a482692d2322c9d4a311e_142)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_136)[39](#if5919fb7593645d283f9ced7c9a90d12_136)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i4accddf8aa5a482692d2322c9d4a311e_145)] [added: Income](#if5919fb7593645d283f9ced7c9a90d12_139)] [Years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i4accddf8aa5a482692d2322c9d4a311e_145)] [added: 2020](#if5919fb7593645d283f9ced7c9a90d12_139)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_145)[39](#i4accddf8aa5a482692d2322c9d4a311e_145)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_139)[40](#if5919fb7593645d283f9ced7c9a90d12_139)] | | |

| [Consolidated Balance [removed: Sheets](#i4accddf8aa5a482692d2322c9d4a311e_148)] [added: Sheets](#if5919fb7593645d283f9ced7c9a90d12_142)] [At December 31, [removed: 2021] [added: 2022] and [removed: 2020](#i4accddf8aa5a482692d2322c9d4a311e_148)] [added: 2021](#if5919fb7593645d283f9ced7c9a90d12_142)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_148)[40](#i4accddf8aa5a482692d2322c9d4a311e_148)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_142)[41](#if5919fb7593645d283f9ced7c9a90d12_142)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i4accddf8aa5a482692d2322c9d4a311e_151)] [added: Flows](#if5919fb7593645d283f9ced7c9a90d12_145)] [Years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i4accddf8aa5a482692d2322c9d4a311e_151)] [added: 2020](#if5919fb7593645d283f9ced7c9a90d12_145)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_151)[41](#i4accddf8aa5a482692d2322c9d4a311e_151)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_145)[42](#if5919fb7593645d283f9ced7c9a90d12_145)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#i4accddf8aa5a482692d2322c9d4a311e_154)] [added: Equity](#if5919fb7593645d283f9ced7c9a90d12_148)] [Years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i4accddf8aa5a482692d2322c9d4a311e_154)] [added: 2020](#if5919fb7593645d283f9ced7c9a90d12_148)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_154)[42](#i4accddf8aa5a482692d2322c9d4a311e_154)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_148)[43](#if5919fb7593645d283f9ced7c9a90d12_148)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4accddf8aa5a482692d2322c9d4a311e_157)] [added: Statements](#if5919fb7593645d283f9ced7c9a90d12_151)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_157)[43](#i4accddf8aa5a482692d2322c9d4a311e_157)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_151)[44](#if5919fb7593645d283f9ced7c9a90d12_151)] | | |

| [Index to Financial Statement Schedule in Item [removed: 15](#i4accddf8aa5a482692d2322c9d4a311e_259)] [added: 15](#if5919fb7593645d283f9ced7c9a90d12_241)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_259)[80](#i4accddf8aa5a482692d2322c9d4a311e_259)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_241)[82](#if5919fb7593645d283f9ced7c9a90d12_241)] | | |

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: 2021.][added: 2022.]

This assessment was based on criteria for effective internal control over financial reporting described in *Internal [removed: Control* *–* *Integrated] [added: Control – Integrated] Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has concluded that we maintained effective internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

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: 2021.][added: 2022.]

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

We have audited Norfolk Southern Corporation and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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 [removed: 4, 2022] [added: 3, 2023] expressed an unqualified opinion on those consolidated financial statements.

We have audited the accompanying consolidated balance sheets of Norfolk Southern Corporation and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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 [removed: 4, 2022] [added: 3, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

The Company has recorded [removed: $31,653] [added: $32,156] million in net book value of properties at December 31, [removed: 2021] [added: 2022] and has recorded [removed: $1,470] [added: $1,948] million in property additions for the year ended December 31, [removed: 2021.][added: 2022.]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Railway operating revenues | | | $ | [removed: 11,142] [added: 12,745] | | | | | $ | [removed: 9,789] [added: 11,142] | | | | | $ | [removed: 11,296] [added: 9,789] | |

| Compensation and benefits | | | [removed: 2,442] [added: 2,621] | | | | | | [removed: 2,373] [added: 2,442] | | | | | | [removed: 2,751] [added: 2,373] | | |

| Purchased services and rents | | | [removed: 1,726] [added: 1,922] | | | | | | [removed: 1,687] [added: 1,726] | | | | | | [removed: 1,725] [added: 1,687] | | |

| Fuel | | | [removed: 799] [added: 1,459] | | | | | | [removed: 535] [added: 799] | | | | | | [removed: 953] [added: 535] | | |

| Depreciation | | | [removed: 1,181] [added: 1,221] | | | | | | [removed: 1,154] [added: 1,181] | | | | | | [removed: 1,138] [added: 1,154] | | |

| Materials and other | | | [removed: 547] [added: 713] | | | | | | [removed: 653] [added: 547] | | | | | | [removed: 740] [added: 653] | | |

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

| Total railway operating expenses | | | [removed: 6,695] [added: 7,936] | | | | | | [removed: 6,787] [added: 6,695] | | | | | | [removed: 7,307] [added: 6,787] | | |

| Income from railway operations | | | [removed: 4,447] [added: 4,809] | | | | | | [removed: 3,002] [added: 4,447] | | | | | | [removed: 3,989] [added: 3,002] | | |

| Other income – net | | | [removed: 77] [added: 13] | | | | | | [removed: 153] [added: 77] | | | | | | [removed: 106] [added: 153] | | |

| Interest expense on debt | | | [removed: 646] [added: 692] | | | | | | [removed: 625] [added: 646] | | | | | | [removed: 604] [added: 625] | | |

| Income before income taxes | | | [removed: 3,878] [added: 4,130] | | | | | | [removed: 2,530] [added: 3,878] | | | | | | [removed: 3,491] [added: 2,530] | | |

| Income taxes | | | [removed: 873] [added: 860] | | | | | | [removed: 517] [added: 873] | | | | | | [removed: 769] [added: 517] | | |

| Net income | | | $ | [removed: 3,005] [added: 3,270] | | | | | $ | [removed: 2,013] [added: 3,005] | | | | | $ | [removed: 2,722] [added: 2,013] | |

| Basic | | | $ | [removed: 12.16] [added: 13.92] | | | | | $ | [removed: 7.88] [added: 12.16] | | | | | $ | [removed: 10.32] [added: 7.88] | |

| Diluted | | | [removed: 12.11] [added: 13.88] | | | | | | [removed: 7.84] [added: 12.11] | | | | | | [removed: 10.25] [added: 7.84] | | |

| Pension and other postretirement benefits | | | [removed: 226] [added: 51] | | | | | | [removed: (140)] [added: 226] | | | | | | [removed: 101] [added: (140)] | | |

| Other comprehensive income [removed: (loss)] of equity investees | | | [removed: 24] [added: 17] | | | | | | [removed: 2] [added: 24] | | | | | | [removed: (4)] [added: 2] | | |

| Other comprehensive income (loss), before tax | | | [removed: 250] [added: 68] | | | | | | [removed: (138)] [added: 250] | | | | | | [removed: 97] [added: (138)] | | |

| [Report of Management](#if5919fb7593645d283f9ced7c9a90d12_127) | | | [K](#if5919fb7593645d283f9ced7c9a90d12_127)[34](#if5919fb7593645d283f9ced7c9a90d12_127) | | |

| /s/ Alan H. Shaw | | | | | | /s/ Mark R. George | | | | | | /s/ Claiborne L. Moore | | |

| Alan H. Shaw | | | | | | Mark R. George | | | | | | Claiborne L. Moore | | |

February 3, 2023

February 3, 2023

| $12,031, respectively | | | 32,156 | | | | | | 31,653 | | |

| Short-term debt | | | 100 | | | | | | — | | |

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

| $4.96 per share | | | | | | | | | | | | | | | | | | | | | (1,167) | | | | | | (1,167) | | |

| Share repurchases | | | (13) | | | | | | (108) | | | | | | | | | | | | (2,989) | | | | | | (3,110) | | |

| Balance at December 31, 2022 | | | $ | 230 | | | | | $ | 2,157 | | | | | $ | (351) | | | | | $ | 10,697 | | | | | $ | 12,733 | |

In November 2021, the FASB issued ASU 2021-10, “*Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance*,” which requires annual disclosures when an entity has received government assistance.

Entities are required to disclose the types of government assistance received, the accounting treatment for that government assistance, and the effect of the government assistance on the financial statements.

The revenues associated with these distinct performance obligations are recognized when the services are performed or as contractual obligations are met.

There were no non-current customer receivables at December 31, 2022, while “Other assets” on the

Consolidated Balance Sheets included $23 million at December 31, 2021.

| State law changes | | | (136) | | | | | | (3.3) | | | | | | (34) | | | | | | (0.8) | | | | | | — | | | | | | — | | |

On July 8, 2022, House Bill 1342 was signed into law in the Commonwealth of Pennsylvania, which reduced its corporate income tax rate from 9.99% to 4.99%, through a series of phased reductions beginning each tax year from

January 1, 2023 through January 1, 2031.

GAAP requires companies to recognize the effect of tax law changes in the period of enactment.

As a result, in 2022, we recognized a $136 million benefit in “Income taxes” with a corresponding reduction in “Deferred income taxes.”

| | | | 2022 | | | | | | 2021 | | |

| | | | 2022 | | | | | | 2021 | | |

| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

| | | | 2022 | | | | | | 2021 | | |

thereafter.

| Land | | | $ | 2,405 | | | | | $ | — | | | | | $ | 2,405 | | | | | — | | |

| Rail and other track material | | | 7,589 | | | | | | (1,971) | | | | | | 5,618 | | | | | | 2.42 | | % |

| Ties | | | 5,981 | | | | | | (1,696) | | | | | | 4,285 | | | | | | 3.49 | | % |

| Ballast | | | 3,126 | | | | | | (873) | | | | | | 2,253 | | | | | | 2.84 | | % |

| Other roadway | | | 14,270 | | | | | | (3,948) | | | | | | 10,322 | | | | | | 2.69 | | % |

| Total roadway | | | 31,397 | | | | | | (8,488) | | | | | | 22,909 | | | | | | | | |

| Locomotives | | | 5,878 | | | | | | (2,060) | | | | | | 3,818 | | | | | | 3.66 | | % |

| Freight cars | | | 2,701 | | | | | | (1,033) | | | | | | 1,668 | | | | | | 2.51 | | % |

| Computers and software | | | 926 | | | | | | (476) | | | | | | 450 | | | | | | 9.10 | | % |

| Other equipment | | | 1,145 | | | | | | (463) | | | | | | 682 | | | | | | 4.51 | | % |

| Total equipment | | | 10,856 | | | | | | (4,032) | | | | | | 6,824 | | | | | | | | |

| Total properties | | | $ | 44,748 | | | | | $ | (12,592) | | | | | $ | 32,156 | | | | | | | |

| | | | 2022 | | | | | | 2021 | | |

| | | | 2022 | | | | | | 2021 | | |

| [Report of Management](#i4accddf8aa5a482692d2322c9d4a311e_133) | | | [K](#i4accddf8aa5a482692d2322c9d4a311e_133)[33](#i4accddf8aa5a482692d2322c9d4a311e_133) | | |

K32

February 4, 2022

| /s/ James A. Squires | | | | | | /s/ Mark R. George | | | | | | /s/ Clyde H. Allison, Jr. | | |

| James A. Squires | | | | | | Mark R. George | | | | | | Clyde H. Allison, Jr. | | |

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

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

| $11,985, respectively | | | 31,653 | | | | | | 31,345 | | |

| Balance at December 31, 2018 | | | $ | 269 | | | | | $ | 2,216 | | | | | $ | (563) | | | | | $ | 13,440 | | | | | $ | 15,362 | |

| $3.60 per share | | | | | | | | | | | | | | | | | | | | | (949) | | | | | | (949) | | |

| Share repurchases | | | (11) | | | | | | (88) | | | | | | | | | | | | (2,000) | | | | | | (2,099) | | |

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, “*Credit Losses - Measurement of Credit Losses on Financial Instruments,*” which replaced the current incurred loss impairment method with a method that reflects expected credit losses.

Short-term and long-term financial assets, as defined by the standard, are impacted by immediate recognition of estimated credit losses in the financial statements, reflecting the net amount expected to be collected.

Historically, losses associated from the inability to collect on accounts receivable have been insignificant, with little divergence in collection trends through varying economic cycles.

“Other assets” on the Consolidated Balance Sheets includes non-current customer receivables of $23 million at both December 31, 2021 and 2020.

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

The IRS accepted our 2012 amended income tax return.

As a result, we received a refund of $46 million and recognized a tax benefit of $19 million in 2020.

in 2024.

| Land | | | $ | 2,394 | | | | | $ | — | | | | | $ | 2,394 | | | | | — | | |

| Rail and other track material | | | 7,153 | | | | | | (1,892) | | | | | | 5,261 | | | | | | 2.35 | | % |

| Ties | | | 5,685 | | | | | | (1,601) | | | | | | 4,084 | | | | | | 3.41 | | % |

| Ballast | | | 2,973 | | | | | | (774) | | | | | | 2,199 | | | | | | 2.76 | | % |

| Other roadway | | | 14,320 | | | | | | (3,926) | | | | | | 10,394 | | | | | | 2.71 | | % |

| Total roadway | | | 30,428 | | | | | | (8,193) | | | | | | 22,235 | | | | | | | | |

| Locomotives | | | 5,478 | | | | | | (1,911) | | | | | | 3,567 | | | | | | 3.56 | | % |

| Freight cars | | | 2,780 | | | | | | (1,023) | | | | | | 1,757 | | | | | | 2.59 | | % |

| Computers and software | | | 732 | | | | | | (391) | | | | | | 341 | | | | | | 9.86 | | % |

| Other equipment | | | 1,094 | | | | | | (399) | | | | | | 695 | | | | | | 4.70 | | % |

| Total equipment | | | 10,417 | | | | | | (3,724) | | | | | | 6,693 | | | | | | | | |

| Total properties | | | $ | 43,330 | | | | | $ | (11,985) | | | | | $ | 31,345 | | | | | | | |

| Other | | | 60 | | | | | | 53 | | |

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

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

| Finance leases | | | 22 | | | | | | 25 | | |

| 2023 | | | | | | | | | $ | 603 | |

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

In August 2021, we issued $600 million of 2.90% senior notes due 2051, resulting in $589 million in net proceeds.

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.

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: 2021.][added: 2022.]

Based on such evaluation, our officers have concluded that, at December 31, [removed: 2021,] [added: 2022,] 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: 2021.][added: 2022.]

During the fourth quarter of [removed: 2021,] [added: 2022,] 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

K75

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 [removed: Directors,”] [added: the 13 Directors Named in the Proxy Statement for a One-Year Term,”] 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: 2022] [added: 2023] 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: “2021] [added: “2022] Grants of Plan-Based Awards” table, including the narrative to such tables, the “Outstanding Equity Awards at Fiscal Year-End [removed: 2021”] [added: 2022”] and “Option Exercises and Stock Vested in [removed: 2021”] [added: 2022”] 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: 2022] [added: 2023] Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

K78

K76

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: 2022] [added: 2023] 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: 2021)][added: 2022)]

(5)Calculated without regard to [removed: 909,964] [added: 746,094] outstanding RSUs and PSUs at December 31, [removed: 2021.][added: 2022.]

For the [removed: 2021] [added: 2022] 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.

| approved by securities holders(2) | | | | | | 1,476,081 | | | (3) | | | $ | 143.28 | | (5) | | | 8,238,993 | | | | | |

| not approved by securities holders | | | | | | 150,015 | | | (4) | | | 92.72 | | | | | | 436,402 | | | (6) | | |

| Total | | | | | | 1,626,096 | | | | | | | | | | | | 8,675,395 | | | | | |

K79

K80

| 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

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: 2022] [added: 2023] 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: 2022] [added: 2023] Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

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| | | | 1. | | | [Index to Financial [removed: Statements](#i4accddf8aa5a482692d2322c9d4a311e_130)] [added: Statements](#if5919fb7593645d283f9ced7c9a90d12_124)] | | | | | |

| | | | | | | [Reports of Independent Registered Public Accounting [removed: Firm](#i4accddf8aa5a482692d2322c9d4a311e_136)] [added: Firm](#if5919fb7593645d283f9ced7c9a90d12_130)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_136)[34](#i4accddf8aa5a482692d2322c9d4a311e_136)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_130)[35](#if5919fb7593645d283f9ced7c9a90d12_130)] | | |

| | | | | | | [Consolidated Statements of Income, Years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i4accddf8aa5a482692d2322c9d4a311e_142)] [added: 2020](#if5919fb7593645d283f9ced7c9a90d12_136)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_142)[38](#i4accddf8aa5a482692d2322c9d4a311e_142)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_136)[39](#if5919fb7593645d283f9ced7c9a90d12_136)] | | |

| | | | | | | [Consolidated Statements of Comprehensive Income, Years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i4accddf8aa5a482692d2322c9d4a311e_145)] [added: 2020](#if5919fb7593645d283f9ced7c9a90d12_139)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_145)[39](#i4accddf8aa5a482692d2322c9d4a311e_145)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_139)[40](#if5919fb7593645d283f9ced7c9a90d12_139)] | | |

| | | | | | | [Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020](#i4accddf8aa5a482692d2322c9d4a311e_148)] [added: 2021](#if5919fb7593645d283f9ced7c9a90d12_142)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_148)[40](#i4accddf8aa5a482692d2322c9d4a311e_148)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_142)[41](#if5919fb7593645d283f9ced7c9a90d12_142)] | | |

| | | | | | | [Consolidated Statements of Cash Flows, Years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i4accddf8aa5a482692d2322c9d4a311e_151)] [added: 2020](#if5919fb7593645d283f9ced7c9a90d12_145)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_151)[41](#i4accddf8aa5a482692d2322c9d4a311e_151)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_145)[42](#if5919fb7593645d283f9ced7c9a90d12_145)] | | |

| | | | | | | [Consolidated Statements of Changes in Stockholders’ Equity, Years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i4accddf8aa5a482692d2322c9d4a311e_154)] [added: 2020](#if5919fb7593645d283f9ced7c9a90d12_148)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_154)[42](#i4accddf8aa5a482692d2322c9d4a311e_154)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_148)[43](#if5919fb7593645d283f9ced7c9a90d12_148)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i4accddf8aa5a482692d2322c9d4a311e_157)] [added: Statements](#if5919fb7593645d283f9ced7c9a90d12_151)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_157)[43](#i4accddf8aa5a482692d2322c9d4a311e_157)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_151)[44](#if5919fb7593645d283f9ced7c9a90d12_151)] | | |

| | | | | | | [Schedule II – Valuation and Qualifying [removed: Accounts](#i4accddf8aa5a482692d2322c9d4a311e_271)] [added: Accounts](#if5919fb7593645d283f9ced7c9a90d12_253)] | | | [removed: [K](#i4accddf8aa5a482692d2322c9d4a311e_157)[91](#i4accddf8aa5a482692d2322c9d4a311e_271)] [added: [K](#if5919fb7593645d283f9ced7c9a90d12_151)[93](#if5919fb7593645d283f9ced7c9a90d12_253)] | | |

| (i)(c) | | | | | | [An amendment to the Articles of Incorporation of Norfolk Southern Corporation is incorporated by reference to Exhibit 3(i) to Norfolk Southern Corporation’s Form 10-Q filed on July 29, 2020. (SEC File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000070216510000081/amendedarticles1.htm)] [added: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000070216520000033/nsc063020exhibit3i.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)[)](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)] | | |

| [removed: (p)] [added: (q)] | | | | | | [removed: [First] [added: [Second] Supplemental Indenture, dated as of [removed: March 15,] [added: September 7,] 2012, between the Registrant and U.S. Bank Trust National Association, as Trustee, is incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to Norfolk Southern Corporation’s Form 8-K filed on [removed: March 15,] [added: September 7,] 2012. (SEC File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000134100412000435/ex4-2.htm)] [added: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000134100412001175/ex4-1.htm)] | | |

| [removed: (q)] [added: (p)] | | | | | | [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: (r)] [added: (v)] | | | | | | [Second Supplemental Indenture, dated as of [removed: September 7, 2012,] [added: November 3, 2015,] between the Registrant and U.S. Bank [removed: Trust] National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on [removed: September 7, 2012.] [added: November 3, 2015.] (SEC File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000134100412001175/ex4-1.htm)] [added: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000119312515364209/d50915dex41.htm)] | | |

| [removed: (s)] [added: (r)] | | | | | | [Third Supplemental Indenture, dated as of 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 $500,000,000, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on August 13, 2013. (SEC File No. 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000134100413000854/ex4-1.htm) | | |

| [removed: (t)] [added: (s)] | | | | | | [Fourth Supplemental Indenture, dated as of 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 $400,000,000, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on November 21, 2013. (SEC File No. 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000134100413001221/ex4-1.htm) | | |

| [removed: (u)] [added: (t)] | | | | | | [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: (v)] [added: (u)] | | | | | | [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) | | |

| (w) | | | | | | [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)] | | |