Norfolk Southern (NSC) 10-K risk factor changes: FY2024 vs FY2023

Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8 “Financial Statements and Supplementary Data.” We have experienced a number of the risks described below [removed: over the past year] in connection with the Incident and the Incident Proceedings (defined below).

The risks described below should be read in conjunction with the information regarding the Incident and Incident Proceedings provided in Note [removed: 17] [added: 18] in Item 8 “Notes to Consolidated Financial Statements.”

As defined and as further described in Note [removed: 17] [added: 18] in Item 8 “Notes to Consolidated Financial [removed: Statements”,] [added: Statements,”] there was an Incident that occurred in the first quarter [added: of 2023] that consisted of a February 3, 2023 train derailment in East Palestine, Ohio that included 11 non-Company-owned tank cars containing hazardous materials, fires associated with the derailment that threatened certain of the tank cars, and a controlled vent and burn procedure conducted on February 6, 2023 on five of the derailed tank cars, all of which contained vinyl chloride.

As a result of the Incident, we [removed: have become] [added: became] subject to numerous legal, regulatory, [removed: legislative] [added: legislative,] and other proceedings related thereto, including but not limited to, the National Transportation Safety Board (NTSB) Investigation, the FRA Incident Investigation, the FRA Safety Assessment, the U.S. Department of Justice (DOJ) Complaint, the Ohio Complaint, the Incident Lawsuits, the Shareholder Matters, and the Incident Inquiries and [removed: Investigations,] [added: Investigations] (each as defined in Note [removed: 17] [added: 18] in Item 8 “Notes to Consolidated Financial [removed: Statements”),] [added: Statements”)] in addition to other proceedings, actions, or potential changes in response to the Incident, including but not limited to those related to, among other items, train size, train length, train composition, [removed: or] crew [removed: size] [added: size, or detection systems] (collectively, the “Incident Proceedings”).

[removed: In addition, while] [added: While] we have accrued estimates of probable and reasonably estimable liabilities with respect to the Incident and the Incident [removed: Proceedings (several of which are in early stages),] [added: Proceedings,] we cannot predict the final outcome or estimate the reasonably possible range of loss with [removed: certainty] [added: certainty,] and such estimates may change over time due to a variety of factors, including but not limited to those set forth in Note [removed: 17] [added: 18] in Item 8 “Notes to Consolidated Financial Statements” or other unfavorable or unexpected developments or outcomes which could result in our current estimates being insufficient.

These estimated amounts also do not include any estimate of loss for specific items for which we believe a loss is either not probable or not reasonably estimable for the reasons set forth in Note [removed: 17] [added: 18] in Item 8 “Notes to Consolidated Financial Statements.” As a result, our currently accrued amounts of estimated liabilities may be insufficient, and any additional, new or updated accruals could have a material adverse effect on our results of operations or financial position.

New or additional governmental regulation and/or operational changes resulting from or related to the Incident or the Incident Proceedings may negatively impact us, our customers, the rail industry, or the markets we serve. The legislative, regulatory, [removed: operational] [added: operational,] or other actions taken, protocols adopted (including by us), or changes resulting from the Incident or any of the Incident Proceedings may, either individually or in the aggregate, have a material adverse effect on us, our customers, the rail industry, or the markets we serve.

Our inability to comply with the requirements of any new or additional laws, [removed: regulations] [added: regulations,] or operating protocols resulting from or related to the Incident or the Incident Proceedings may have a material adverse effect on our financial position, results of operations, liquidity, or operations.

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

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

Additional or updated safety, security, or cybersecurity regulation by Congress, the [removed: DOT] [added: 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, [removed: claims] [added: claims,] and litigation.

Our inability to comply [removed: with] [added: with, or operational practices and costs necessary to adhere to,] 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, [added: as such requirements may be interpreted or enforced from time to time (such as in connection with a pending regulatory or other legal proceedings or lawsuits),] could have a material adverse effect on our financial position, results of [removed: operations] [added: operations,] or liquidity.

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

Our inability to comply with the extensive [removed: federal and] [added: federal,] state [added: and local] environmental laws and regulations to which we are subject could result in significant [removed: liabilities] [added: liabilities, fines,] or [added: sanctions, including those related to the investigation or remediation of known and unknown environmental contamination, or] otherwise adversely impact our operations.

A significant cybersecurity incident or other disruption to our technology infrastructure [added: resulting from internal and external threats] could disrupt our business operations. To conduct business, we extensively rely on information and operational technology [removed: systems, and improvements in those technologies, in all aspects of our business.][added: systems.]

[removed: Regardless of] [added: As a result, our business continuity and disaster recovery plans and activities may not be sufficient for all eventualities, resulting in] the [removed: cause,] [added: potential for a data breach or] significant [added: service or operational] disruption or failure [removed: of] [added: involving] one or more [removed: of] information or operational technology systems operated by us or under control of third parties, including computer hardware, software, cloud services and [added: transportation and] communications [removed: equipment, can result in us experiencing a service interruption, data breach, or other operational difficulties.][added: equipment.]

[removed: These] [added: Any one or more of these] events could have a [removed: materially] [added: material] adverse effect on our [removed: business, reputation,] results of [removed: operations and] [added: operations,] financial [removed: condition.][added: position, or operations.]

Although we maintain [removed: comprehensive] security programs designed to protect our information [added: and operational] technology systems, [removed: including our risk-based approach to cybersecurity, our reliance on the Framework for Improving Critical Infrastructure Cybersecurity drafted by the U.S Department of Commerce's National Institute of Standards and Technology (NIST CSF) and our layered defense system,] we are continually targeted by threat actors attempting to access our networks and we may be unable to detect or prevent a breach of our systems or disruption to our service in the future.

[removed: While] [added: In addition, while] we have previously experienced technology outages and cybersecurity events that have impacted our systems and service, future events may result in more significant impacts to our operations, reputation or financial results.

These potentially impactful future events could include service disruptions, unauthorized access to our systems, viruses, ransomware, and/or [added: the] compromise, acquisition, or destruction of our [removed: data.]

Our business may be seriously harmed if we fail to develop, implement, maintain, upgrade, enhance, protect and integrate our information [added: or operational] technology systems. If we fail to develop, acquire or implement new technology, or otherwise fail to maintain, protect or integrate our information [added: or operational] technology systems, we may suffer a competitive disadvantage within the rail industry and with companies providing alternative modes of transportation service.

As a common carrier by rail, we must offer to transport hazardous materials, which exposes us to significant costs and claims. Transportation of certain hazardous materials or third party-owned equipment (typically used to transport such materials) creates risks of significant losses in terms of personal injury and property (including environmental) damage and [removed: compromise] [added: compromises] critical parts of our rail network.

We have obtained insurance for potential losses for third-party liability and first-party property damages (see Note [removed: 17] [added: 18] in Item 8 “Notes to Consolidated Financial Statements”); 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.

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

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

Additionally, any significant consolidations, [removed: mergers] [added: mergers,] or operational changes among other railroads may alter our market access and reach.

We may be 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 [removed: interruption.][added: interruption or other operational challenges.]

We may be negatively affected by supply constraints resulting from disruptions in [removed: the] [added: our] fuel markets or [removed: the nature of some of our] supplier markets. We consumed approximately [removed: 377] [added: 373] million gallons of diesel fuel in [removed: 2023.][added: 2024.]

A severe fuel supply shortage arising from production curtailments, increased demand in existing or emerging foreign markets, disruption of oil imports, disruption of domestic refinery production, damage to refinery or pipeline infrastructure, political unrest, [removed: war] [added: war,] or other factors could impact us as well as our customers and other transportation companies.

Changes in the competitive landscapes of these limited supplier markets could [added: also] result in [added: significantly] increased prices or [removed: significant shortages of materials.][added: material shortages.]

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

To the extent such diseases adversely 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 [removed: herein,] [added: herein] or may affect our operating and financial results in a manner that is not presently known to us.

Losses associated with such an accident involving us could exceed our insurance coverage, resulting in a material adverse effect on our [added: financial position or] liquidity.

Any material changes to current litigation trends could also have a material adverse effect on our [added: financial position or] liquidity to the extent not covered by insurance.

Failure to [removed: attract] [added: attract, retain,] and [removed: retain] [added: transition] 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 [added: key executive officers to oversee our operational, productivity, marketing, and technological initiatives, as well as] a sufficient number of [added: skilled professional and] craft employees to enable us to [removed: 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 [removed: unexpected] loss of such individuals; and/or our inability to successfully transition key [added: executive, professional, technical, or skilled] roles could each have a material adverse effect on our [removed: business] [added: financial position, results of operations,] and operations.

[removed: We entered into updated labor agreements with these labor unions in December 2022 and future] [added: 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.

[removed: Additionally,] [added: In addition,] if our craft employees were to engage in [added: or threaten] a strike, work stoppage, or other slowdown, including in connection with the renegotiation of any [removed: such] [added: collective bargaining] agreements or any provisions thereof, we could experience a significant disruption in our operations, [added: customer base, or belief in our ability to provide consistent service,] thereby adversely [removed: impacting] [added: affecting] our [removed: results of operations.][added: operations or ability to provide services.]

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

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

U.S. international trade relationships may adversely impact our customers, our industry, and our business. We transport a significant number of shipments that have either been imported into the U.S. or are destined for export from the U.S. Trade discussions and arrangements between the U.S. and various of its trading partners are fluid, and existing and future trade agreements are, and are expected to continue to be, subject to a number of uncertainties, including the imposition of new tariffs or adjustments and changes to the products covered by existing tariffs.

Any decision by the U.S. government to adopt actions such as border taxes on imports, an increase in customs duties or tariffs, or the renegotiation of U.S. trade agreements, or any other action that could have a negative impact on international trade, including corresponding actions taken by other countries in response to U.S. governmental actions, could cause a reduction in the volume of shipments by many of our customers.

Any changes in tax and trade policies in the U.S. and corresponding actions by other countries could adversely impact our financial performance.

In addition, compliance with any new laws, regulations, or policies with regard to any of the foregoing may increase our operating costs or require significant capital expenditures.

Any failure to comply with applicable laws, regulations or policies in the U.S. or other countries could result in substantial fines or possible revocation of our authority to conduct our operations, which could materially adversely affect us.

A significant adverse event on our network may significantly impede our ability to operate and serve our customers. The nature of our operations inherently comes with the risk that one or more significant adverse events or outages may occur on or impact our network resulting in our inability or restricted ability to provide rail transportation services to our customers.

These events include but are not limited to, a mainline accident, a hazardous material discharge, a climate-related network outage, or a technology-related network outage.

Any one or more of these incidents could expose us to significant operational and managerial challenges, as well as reputational damage, requiring a significant amount of time and focus of our Board and management team, as well as significant lost revenues, expenses, liabilities, fines, and penalties, including amounts that may have a material adverse effect on our financial position, results of operations, or liquidity.

One or more of these events may also result in subsequent legislative, regulatory, operational or other responsive actions taken, changes or protocols adopted (including by us), or requirements imposed that may, either individually or in the aggregate, have a material adverse effect on our financial position, results of operations, liquidity, or operations, or on our customers, the rail industry, or the markets we serve.

If we are unable to successfully execute on our strategic initiatives, our business and future results of operations may suffer. Our growth strategy includes increasing the volume of shipments moving through our railway networks.

We are reliant on the success of our strategic plans and initiatives to execute on this growth strategy, as well as to help offset increasing costs.

These strategic plans include marketing, service, growth, and productivity initiatives.

The timely and effective execution of our strategies are dependent upon, among other factors, (i) our ability to maintain satisfactory relations with our customers, employees, and other key stakeholders, (ii) our ability to effectively control costs, (iii) the progress and success of our safety programs and inspection technologies, and (iv) our ability to timely and effectively maintain and upgrade technology systems and other infrastructure for our railway networks.

Our failure to successfully execute on our strategic initiatives may expose us to a number of risks, including, that our projected volume growth may differ from actual results, and prior capital investments based on our projections may contribute to excess capacity that could negatively impact our profitability.

autonomous commercial vehicles) could have a material adverse effect on our ability to compete with other modes of transportation.

In addition, our industry continues to evolve, including customer demands for faster transit times and increased visibility, and the potential for increased competition (due to growth in the market, competitors with improved financial capacity or technology, or business combinations resulting in one or more competitors providing a wider variety of services and products at competitive prices) which may, either individually or in the aggregate, have a material adverse effect on our business or results of operations.

As a result, we are dependent on certain key suppliers and manufacturers of locomotive and railroad items.

Disruption to one or more of our key suppliers or manufacturers, including as a result of stopped or restricted production, labor stoppage or restriction, or significant supply shortage or outage could negatively impact our operating efficiency

and increase costs.

We may be negatively affected by energy prices. Fuel and energy costs have a significant impact on our operations.

In addition, we may also experience a disruption in energy supplies as a result of new or increased regulation, as a result of war or geopolitical conflicts, weather-related events or natural disasters, or other factors beyond our control, which could have a material adverse effect on our business.

Our business is capital intensive, and we must make capital decisions based upon expectations of future usage of our assets. We make significant investments in our railroad infrastructure, including railroad property, track infrastructure, locomotives, freight cars, intermodal equipment, technology, and other assets to support our network, much of which is costly and requires significant capital outlay.

The amount and timing of capital investments depend on various factors, including expectations of future carload traffic.

In many cases, we must make advance commitments to purchase or modify equipment prior to such equipment being needed.

As a result, we must predict volume levels and other requirements and make commitments based on those projections.

A significant variance in our expectations or projections could result in too much or too little equipment relative to our actual needs and volumes, thereby negatively impacting our operations or financial results.

TECHNOLOGY RISKS

The threat landscape is vast, with potential attacks from cybercriminals, nation-states, state-sponsored actors and others including, but not limited to, service denials, unauthorized access, compromised equipment or rolling stock, extortion, or theft of data or money.

data.

The techniques used by cybersecurity threat actors to obtain unauthorized access, disable or degrade service or sabotage systems change frequently, as data breaches and other cybersecurity events have become increasingly commonplace.

Consequently, these techniques may be difficult to detect and cybersecurity events are therefore increasingly difficult to prevent.

The rapid evolution and increased adoption of emerging technologies, such as artificial intelligence and machine learning, may make it more difficult to anticipate cybersecurity threats and implement adequate protective countermeasures.

If we fail to adequately develop or maintain our information or operational technology systems or cybersecurity infrastructure, we may become increasingly vulnerable to cybersecurity events, or other breaches or disruptions to our information or operational technology systems.

K17

efficiently conduct our operations.

The loss of one or more key employees could also result in the depletion of our institutional knowledge base and may result in our inability or increased difficulty in successfully transitioning key roles, which could materially adversely impact our business.

In the third and fourth quarters of 2024, the Company reached tentative collective bargaining agreements with ten of these labor unions, a majority of which were subsequently ratified by union membership and became effective January 1, 2025.

Our inability to quickly and effectively restore operations following adverse weather and disasters could materially impact our business and results of operations.

To the extent such weather events or natural disasters become more frequent or severe, disruptions to our business and those of our customers and costs to repair damaged property and equipment or maintain or resume operations could increase.

Furthermore, climate change may contribute to an increase in the incidence and severity of natural disasters and adverse weather conditions and reduce the availability or increase the cost of insurance for such events.

The threat landscape is vast and includes hobbyists, cybercriminals, nation-states and state-sponsored activities.

Attacks from these entities include, but is not limited to, denial of service, unauthorized access, theft of money, and data and extortion.

System upgrades, redundancy and other continuity measures may be ineffective or inadequate, and our business continuity and disaster recovery planning may not be sufficient for all eventualities.

routes, which could result in significant additional costs and network inefficiencies.

[removed: As a result, income] [added: Income] from railway operations, net [removed: income,] [added: income] and diluted earnings per share [removed: declined] [added: increased in 2024] compared to [removed: 2022, most significantly] [added: 2023, primarily] as a result of [removed: the direct costs from the Incident.][added: lower railway operating expenses.]

| | | | [added: 2024] | | | | | | [added: 2023] | | | | | | [added: 2022] | | | | | | [removed: 2023] [added: vs. 2023] | | | | | | [removed: 2022] [added: vs. 2022] | | | | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | vs. [removed: 2022] [added: 2023] | | | | | | vs. [removed: 2021] [added: 2022] | | | | | |

| Income from railway operations | | | $ | [removed: 2,851] [added: 4,071] | | | | | $ | [removed: 4,809] [added: 2,851] | | | | | $ | [removed: 4,447] [added: 4,809] | | | | | [removed: (41] [added: 43] | | [removed: %)] [added: %] | | | | [removed: 8] [added: (41] | | [removed: %] [added: %)] | | | |

| Net income | | | $ | [removed: 1,827] [added: 2,622] | | | | | $ | [removed: 3,270] [added: 1,827] | | | | | $ | [removed: 3,005] [added: 3,270] | | | | | [removed: (44] [added: 44] | | [removed: %)] [added: %] | | | | [removed: 9] [added: (44] | | [removed: %] [added: %)] | | | |

| Diluted earnings per share | | | $ | [removed: 8.02] [added: 11.57] | | | | | $ | [removed: 13.88] [added: 8.02] | | | | | $ | [removed: 12.11] [added: 13.88] | | | | | [removed: (42] [added: 44] | | [removed: %)] [added: %] | | | | [removed: 15] [added: (42] | | [removed: %] [added: %)] | | | |

| Railway operating ratio (percent) | | | [removed: 76.5] [added: 66.4] | | | | | | [removed: 62.3] [added: 76.5] | | | | | | [removed: 60.1] [added: 62.3] | | | | | | [removed: 23] [added: (13] | | [removed: %] [added: %)] | | | | [removed: 4] [added: 23] | | % | | | |

Income from railway operations, net income and diluted earnings per share declined in 2023 compared to 2022, driven by expenses incurred with our response efforts to the [removed: Incident (Note 17),] [added: Incident,] lower railway operating revenues, and higher [removed: non-Incident-related railway operating expenses.]

[removed: Expenses] [added: Net expenses] associated with the Incident for the year [added: 2023] were $1.1 billion.

Railway operating ratio [removed: (a measure of the amount of operating revenues consumed by operating expenses)] deteriorated to 76.5 percent.

[removed: Revenue growth] [added: In 2024, revenues rose as volume] was [removed: the result of] higher [removed: fuel surcharge revenues] [added: for all commodity groups] and pricing [removed: gains, which] [added: gains] more than offset [removed: the impact of volume declines.][added: lower fuel surcharge revenue.]

[removed: Railway] [added: Our railway] operating ratio [removed: deteriorated] [added: improved] to [removed: 62.3] [added: 66.4] percent.

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

We use these non-GAAP financial measures internally and believe this information provides useful supplemental information to investors to facilitate making period-to-period comparisons by excluding [removed: the 2023 costs arising from the Incident.][added: these items.]

| | | | Non-GAAP Reconciliation for 2023 | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| | | | Reported (GAAP) | | | | | | | | | Eastern Ohio Incident | | | | | | [removed: | | | | | |] Adjusted (non-GAAP) | | |

| | | | *($ in millions, except per share amounts)* | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| Income from railway operations | | | $ | 2,851 | | | | | | | | $ | 1,116 | | | | | [removed: | | | | | |] $ | 3,967 | |

| Net income | | | $ | 1,827 | | | | | | | | $ | 846 | | | | | [removed: | | | | | |] $ | 2,673 | |

| Diluted earnings per share | | | $ | 8.02 | | | | | | | | $ | 3.72 | | | | | [removed: | | | | | |] $ | 11.74 | |

| Railway operating ratio (percent) | | | 76.5 | | | | | | | | | (9.1) | | | | | | [removed: | | | | | |] 67.4 | | |

In the table below, references to [added: 2024 and] 2023 results and related comparisons use the adjusted, non-GAAP results from the [removed: reconciliation] [added: reconciliations] in the [removed: table] [added: tables] above.

| | | | | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [added: 2023] | | | [added: | | |]

| | | | [removed: Adjusted] [added: Adjusted 2024 (Non-GAAP)] | | | | | | [added: Adjusted 2023 (Non-GAAP)] | | | | | | [added: 2022] | | | | | | [removed: (non-GAAP)] [added: Adjusted 2024 (Non-GAAP) vs. Adjusted 2023 (Non-GAAP)] | | | | | | [removed: 2022] [added: Adjusted 2023 (Non-GAAP) vs. 2022] | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [added: 2023] | | | | | | [added: 2022] | | | | | | [removed: vs.] [added: vs. 2023] | | | | | | [removed: vs.] [added: vs. 2022] | | | [added: | | |]

| Income from railway operations | | | $ | [removed: 3,967] [added: 4,146] | | | | | $ | [removed: 4,809] [added: 3,967] | | | | | $ | [removed: 4,447] [added: 4,809] | | | | | [removed: (18] [added: 5] | | [removed: %)] [added: %] | | | | [removed: 8] [added: (18] | | [removed: %] [added: %)] |

| Net income | | | $ | [removed: 2,673] [added: 2,684] | | | | | $ | [removed: 3,270] [added: 2,673] | | | | | $ | [removed: 3,005] [added: 3,270] | | | | | [removed: (18] [added: —] | | [removed: %)] [added: %] | | | | [removed: 9] [added: (18] | | [removed: %] [added: %)] |

| Diluted earnings per share | | | $ | [removed: 11.74] [added: 11.85] | | | | | $ | [removed: 13.88] [added: 11.74] | | | | | $ | [removed: 12.11] [added: 13.88] | | | | | [removed: (15] [added: 1] | | [removed: %)] [added: %] | | | | [removed: 15] [added: (15] | | [removed: %] [added: %)] |

| Railway operating ratio (percent) | | | [removed: 67.4] [added: 65.8] | | | | | | [removed: 62.3] [added: 67.4] | | | | | | [removed: 60.1] [added: 62.3] | | | | | | [removed: 8] [added: (2] | | [removed: %] [added: %)] | | | | [removed: 4] [added: 8] | | % |

[removed: On] [added: In 2023, on] a non-GAAP basis excluding the impact of direct costs resulting from the Incident, income from railway operations decreased [removed: in 2023] due to lower railway operating revenues and higher railway operating expenses.

| | | | Revenues | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | |

| Agriculture, forest and consumer products | | | $ | [removed: 2,530] [added: 2,521] | | | | | $ | [removed: 2,493] [added: 2,530] | | | | | $ | [removed: 2,251] [added: 2,493] | | | | | [removed: 1] [added: —] | | % | | | | [removed: 11] [added: 1] | | % | | | |

| Chemicals | | | [removed: 2,054] [added: 2,123] | | | | | | [removed: 2,148] [added: 2,054] | | | | | | [removed: 1,951] [added: 2,148] | | | | | | [removed: (4] [added: 3] | | [removed: %)] [added: %] | | | | [removed: 10] [added: (4] | | [removed: %] [added: %)] | | | |

| Metals and construction | | | [removed: 1,634] [added: 1,682] | | | | | | [removed: 1,652] [added: 1,634] | | | | | | [removed: 1,562] [added: 1,652] | | | | | | [removed: (1] [added: 3] | | [removed: %)] [added: %] | | | | [removed: 6] [added: (1] | | [removed: %] [added: %)] | | | |

| Automotive | | | [removed: 1,135] [added: 1,144] | | | | | | [removed: 1,038] [added: 1,135] | | | | | | [removed: 905] [added: 1,038] | | | | | | [removed: 9] [added: 1] | | % | | | | [removed: 15] [added: 9] | | % | | | |

| Merchandise | | | [removed: 7,353] [added: 7,470] | | | | | | [removed: 7,331] [added: 7,353] | | | | | | [removed: 6,669] [added: 7,331] | | | | | | [removed: —] [added: 2] | | % | | | | [removed: 10] [added: —] | | % | | | |

| Intermodal | | | [removed: 3,090] [added: 3,042] | | | | | | [removed: 3,681] [added: 3,090] | | | | | | [removed: 3,163] [added: 3,681] | | | | | | [removed: (16] [added: (2] | | %) | | | | [removed: 16] [added: (16] | | [removed: %] [added: %)] | | | |

| Coal | | | [removed: 1,713] [added: 1,611] | | | | | | [removed: 1,733] [added: 1,713] | | | | | | [removed: 1,310] [added: 1,733] | | | | | | [removed: (1] [added: (6] | | %) | | | | [removed: 32] [added: (1] | | [removed: %] [added: %)] | | | |

| Total | | | $ | [removed: 12,156] [added: 12,123] | | | | | $ | [removed: 12,745] [added: 12,156] | | | | | $ | [removed: 11,142] [added: 12,745] | | | | | [removed: (5] [added: —] | | [removed: %)] [added: %] | | | | [removed: 14] [added: (5] | | [removed: %] [added: %)] | | | |

| | | | Units | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | |

Since 1827, Norfolk Southern Corporation and its predecessor companies have safely moved the goods and materials that drive the U.S. economy.

Our dedicated team members deliver a wide variety of commodities annually for our customers, from agriculture products to consumer goods, and help them reduce carbon emissions by shipping via rail.

We have the most extensive intermodal network in the eastern U.S. Our network serves a majority of the country's population and manufacturing base, with connections to every major container port on the Atlantic coast as well as major ports in the Gulf of Mexico and Great Lakes.

In 2024, we executed on various initiatives to operate our network more safely and efficiently, better serve our customers, and increase productivity in order to deliver improved financial performance.

We enhanced our executive leadership team and continued to execute on our strategy of providing high-quality service to our customers to enable smart, sustainable growth and delivering on productivity initiatives.

Additionally, we executed on several strategic initiatives, including the purchase of the Cincinnati Southern Railway, sales of certain railway lines, and completion of targeted rationalization and restructuring efforts, to further advance our organizational objectives.

Furthermore, we continued our efforts related to the Eastern Ohio Incident (as defined and further described in Note 18 in the Notes to the Consolidated Financial Statements), including the pursuit of recoveries under our insurance programs.

Our operational improvements during the year, while handling 5% higher volumes, helped drive improvements to income from railway operations, diluted earnings per share, and railway operating ratio (a measure of the amount of operating revenues consumed by operating expenses).

For the full year, we achieved an operating ratio of 66.4%, and an adjusted operating ratio of 65.8% (see our non-GAAP reconciliations beginning on page K26), both of which improved on a year-over-year basis.

We remain committed to being a safe, productive, resilient, and efficient railroad with industry-competitive margins.

| Railway operating revenues | | | $ | 12,123 | | | | | $ | 12,156 | | | | | $ | 12,745 | | | | | — | | % | | | | (5 | | %) | | | |

| Railway operating expenses | | | $ | 8,052 | | | | | $ | 9,305 | | | | | $ | 7,936 | | | | | (13 | | %) | | | | 17 | | % | | | |

The reduction in our operating expenses includes lower net expenses related to the Eastern Ohio Incident and $433 million of gains on the sale of railway lines.

Railway operating revenues were slightly lower as decreased fuel surcharge revenue, an adverse mix of traffic, and decreased pricing were nearly offset by increased volumes.

non-Incident-related railway operating expenses.

The following tables adjust our 2024 and 2023 U.S. Generally Accepted Accounting Principles (GAAP) financial results to exclude gains on railway line sales, restructuring and other charges (including the curtailment gain on our other postretirement benefit plan which is included in “Other income – net”), shareholder advisory costs, and a deferred income tax adjustment, all which occurred in 2024, as well as the effects of the Incident that were present in both years.

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

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

| | | | Non-GAAP Reconciliation for 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Reported (GAAP) | | | | | | | | | Gains on Railway Line Sales | | | | | | Restructuring and Other Charges | | | | | | | | | | | | Eastern Ohio Incident | | | | | | Shareholder Advisory Costs | | | | | | Deferred Income Tax Adjustment | | | | | | Adjusted (non-GAAP) | | |

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

| Railway | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| operating | | | $ | 8,052 | | | | | | | | $ | 433 | | | | | $ | (183) | | | | | | | | | | | $ | (325) | | | | | $ | — | | | | | $ | — | | | | | $ | 7,977 | |

| expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Income from | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| railway | | | $ | 4,071 | | | | | | | | $ | (433) | | | | | $ | 183 | | | | | | | | | | | $ | 325 | | | | | $ | — | | | | | $ | — | | | | | $ | 4,146 | |

| operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

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

| Net income | | | $ | 2,622 | | | | | | | | $ | (327) | | | | | $ | 125 | | | | | | | | | | | $ | 247 | | | | | $ | 44 | | | | | $ | (27) | | | | | $ | 2,684 | |

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

| Diluted earnings | | | $ | 11.57 | | | | | | | | $ | (1.44) | | | | | $ | 0.55 | | | | | | | | | | | $ | 1.09 | | | | | $ | 0.20 | | | | | $ | (0.12) | | | | | $ | 11.85 | |

| per share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Railway | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| operating ratio | | | 66.4 | | | | | | | | | 3.6 | | | | | | (1.5) | | | | | | | | | | | | (2.7) | | | | | | — | | | | | | — | | | | | | 65.8 | | |

| (percent) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

Norfolk Southern Corporation and Subsidiaries

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

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

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

We are a major transporter of industrial products, including agriculture, forest and consumer products, chemicals, and metals and construction materials.

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

We are also a principal carrier of coal, automobiles, and automotive parts.

Our 2023 financial results were impacted by a February 2023 derailment in Eastern Ohio.

The derailment of 38 railcars resulted in the release of certain chemicals that were being transported for our customers.

Following the Incident (as defined and as further described in Note 17) and throughout the remainder of the year, we have worked to clean the derailment site safely and thoroughly and to monitor for any impact on public health and the environment.

As a result of the Incident, we incurred $1.1 billion of expenses primarily related to our environmental cleanup and remediation efforts at and around the site, related legal proceedings, and other Incident-related costs.

Our financial results were further impacted by lower revenues and higher non-Incident-related operating expenses.

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

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

K23

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 included a $136 million deferred tax benefit resulting from a state corporate income tax rate change, 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 following table adjusts our 2023 U.S. Generally Accepted Accounting Principles (GAAP) financial results to exclude the effects of the Incident.

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

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

| Income taxes | | | $ | 493 | | | | | | | | $ | 270 | | | | | | | | | | | $ | 763 | |

K24

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

| | | | | | | | | | | | | | | | | | | | | | Adjusted | | | | | | | | |

| | | | (non-GAAP) | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | |

| | | | *($ in millions)* | | | | | | | | | | | | | | | | | | *(% change)* | | | | | | | | | | | |

| Volume | | | $ | 26 | | | | | $ | (85) | | | | | $ | (19) | | | | | $ | (96) | | | | | $ | (147) | | | | | $ | 53 | |

| other | | | 115 | | | | | | (298) | | | | | | 22 | | | | | | 303 | | | | | | 248 | | | | | | 291 | | |

| Total | | | $ | 22 | | | | | $ | (591) | | | | | $ | (20) | | | | | $ | 662 | | | | | $ | 518 | | | | | $ | 423 | |

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

In 2022, the rise was the result of increased average revenue per unit, the result of higher fuel surcharge revenue and pricing gains, while volumes were nearly flat.

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.

K40

K38

RAILROAD OPERATIONS – At December 31, [removed: 2023,] [added: 2024,] we operated approximately [removed: 19,100] [added: 19,200] route miles in 22 states and the District of Columbia.

[removed: ![426750 Stylized System Map] [added: ![A1 - 501453 2024 NS SysMap] for [removed: 10K_v2 FINAL.jpg](https://www.sec.gov/Archives/edgar/data/702165/000070216524000005/nsc-20231231_g2.jpg)][added: 10K-01.jpg](https://www.sec.gov/Archives/edgar/data/702165/000070216525000008/nsc-20241231_g2.jpg)]

The miles operated, which include [removed: major leased lines between Cincinnati and Chattanooga, and] an exclusive operating agreement for trackage rights over property owned by North Carolina Railroad Company, were as follows:

| | | | Mileage Operated at December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Route Miles | | | | | | Second and Other Main Track | | | | | | Passing Track, [removed: Crossovers] [added: Crossovers,] and Turnouts | | | | | | Way and Yard Switching | | | | | | Total | | |

| Operated under lease, [removed: contract] [added: contract,] or trackage | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

In [removed: 2022,] [added: March 2024,] we [removed: entered into an asset purchase and sale agreement with] [added: completed] the [removed: Board of Trustees] [added: acquisition] of [removed: the Cincinnati Southern Railway (CSR) to purchase] [added: a] 337 [removed: miles of] [added: mile] railway line that extends from Cincinnati, Ohio to Chattanooga, Tennessee [removed: that] [added: from the Cincinnati Southern Railway (CSR), which] we [removed: currently operate] [added: previously operated] under a lease.

We operate freight service over lines with significant ongoing Amtrak and commuter passenger operations and conduct freight operations over trackage owned or leased by Amtrak, New Jersey Transit, Southeastern Pennsylvania Transportation Authority, Metro-North Commuter Railroad Company, [added: Virginia Passenger Rail Authority (VPRA),] and Michigan Department of Transportation.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | |

| Revenue ton miles (billions) | | | [removed: 176] [added: 178] | | | | | | [removed: 179] [added: 176] | | | | | | [removed: 178] [added: 179] | | | | | | [removed: 164] [added: 178] | | | | | | [removed: 194] [added: 164] | | | | | |

| Revenue per thousand revenue ton miles | | | $ | [removed: 69.05] [added: 68.09] | | | | | $ | [removed: 71.35] [added: 69.05] | | | | | $ | [removed: 62.56] [added: 71.35] | | | | | $ | [removed: 59.67] [added: 62.56] | | | | | $ | [removed: 58.21] [added: 59.67] | | | | |

| Revenue ton miles (thousands) per railroad employee | | | [removed: 8,719] [added: 8,846] | | | | | | [removed: 9,513] [added: 8,719] | | | | | | [removed: 9,694] [added: 9,513] | | | | | | [removed: 8,191] [added: 9,694] | | | | | | [removed: 7,939] [added: 8,191] | | | | | |

| operating revenues (railway operating ratio) | | | [removed: 76.5%] [added: 66.4%] | | | | | | [removed: 62.3%] [added: 76.5%] | | | | | | [removed: 60.1%] [added: 62.3%] | | | | | | [removed: 69.3%] [added: 60.1%] | | | | | | [removed: 64.7%] [added: 69.3%] | | | | | |

RAILWAY OPERATING REVENUES – Total railway operating revenues were [removed: $12.2] [added: $12.1] billion in [removed: 2023.][added: 2024.]

In [removed: 2023,] [added: 2024,] we handled [removed: 2.2] [added: 2.3] million merchandise carloads, which accounted for [removed: 61%] [added: 62%] of our total railway operating revenues.

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

In [removed: 2023,] [added: 2024,] we handled [removed: 3.8] [added: 4.1] million intermodal units, which accounted for 25% of our total railway operating revenues.

COAL – Coal revenues accounted for [removed: 14%] [added: 13%] of our total railway operating revenues in [removed: 2023.][added: 2024.]

We handled [removed: 76] [added: 76.7] million tons, or 0.7 million carloads, most of which originated on our lines from major eastern coal [removed: basins,] [added: basins] with the balance from major western coal basins received via the Memphis and Chicago gateways.

Our coal franchise supports the electric generation market, directly serving [removed: approximately 30] [added: 18] coal-fired power plants, as well as the export, domestic [removed: metallurgical] [added: metallurgical,] and industrial markets, primarily through direct rail and river, lake, and coastal facilities, including various terminals on the Ohio River, at Lamberts Point in Norfolk, Virginia, at the Port of Baltimore, and on Lake Erie.

Our railroad infrastructure makes us capital intensive with net properties of approximately [removed: $33] [added: $36] billion on a historical cost basis.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Road and other property | | | $ | [removed: 1,547] [added: 1,711] | | | | | $ | [removed: 1,345] [added: 1,525] | | | | | $ | [removed: 1,041] [added: 1,345] | | | | | $ | [removed: 1,046] [added: 1,041] | | | | | $ | [removed: 1,371] [added: 1,046] | |

| Equipment | | | [removed: 802] [added: 670] | | | | | | [removed: 603] [added: 802] | | | | | | [removed: 429] [added: 603] | | | | | | [removed: 448] [added: 429] | | | | | | [removed: 648] [added: 448] | | |

| Total | | | $ | [removed: 2,349] [added: 4,024] | | | | | $ | [removed: 1,948] [added: 2,349] | | | | | $ | [removed: 1,470] [added: 1,948] | | | | | $ | [removed: 1,494] [added: 1,470] | | | | | $ | [removed: 2,019] [added: 1,494] | |

Equipment – Our equipment includes owned and leased locomotives and railcars; maintenance of way equipment and machinery; other equipment and tools used in our shops, [removed: offices] [added: offices,] and facilities; and vehicles and other equipment used for maintenance, transportation, and other activities.

Our equipment includes both owned equipment acquired by [removed: us,] [added: us] and equipment held under lease arrangements.

At December 31, [removed: 2023,] [added: 2024,] we owned or leased the following revenue generating equipment:

| Total intermodal equipment | | | [removed: 57,169] [added: 56,480] | | | | | | [removed: 1,063] [added: —] | | | | | | [removed: 58,232] [added: 56,480] | | | | | | | | |

The following table indicates the number and year built for locomotives and freight cars owned at December 31, [removed: 2023:][added: 2024:]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2014- 2018] [added: 2015- 2019] | | | | | | [removed: 2009- 2013] [added: 2010- 2014] | | | | | | [removed: 2008] [added: 2009] & Before | | | | | | Total | | |

| % of fleet | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 1] [added: —] | | % | | | | [removed: 7] [added: 6] | | % | | | | [removed: 7] [added: 10] | | % | | | | [removed: 85] [added: 84] | | % | | | | 100 | | % |

| % of fleet | | | [removed: 3] [added: 1] | | % | | | | [removed: 1] [added: 3] | | % | | | | [removed: —] [added: 1] | | % | | | | — | | % | | | | — | | % | | | | [removed: 12] [added: 11] | | % | | | | [removed: 18] [added: 21] | | % | | | | [removed: 66] [added: 63] | | % | | | | 100 | | % |

The following table shows the average age of our owned locomotive and freight car fleets at December 31, [removed: 2023] [added: 2024] and information regarding [removed: 2023] [added: 2024] retirements:

| Average age – in service | | | [removed: 28.5] [added: 29.6] | | | years | | | | | | [removed: 25.4] [added: 24.2] | | | years | | |

| Retirements | | | [removed: 2] [added: 61] | | | units | | | | | | [removed: 1,744] [added: 3,937] | | | units | | |

| Average age – retired | | | [removed: 23.0] [added: 23.9] | | | years | | | | | | [removed: 40.8] [added: 42.4] | | | years | | |

Track Maintenance – Of the 35,000 total miles of track on which we operate, we are responsible for maintaining [removed: 28,400] [added: 28,300] miles, with the remainder being operated under trackage rights from other parties responsible for maintenance.

Approximately [removed: 39%] [added: 40%] of our lines, excluding rail operated pursuant to trackage rights, carried 20 million or more gross tons per track mile during [removed: 2023.][added: 2024.]

| Track miles of rail installed | | | [removed: 584] [added: 559] | | | | | | [removed: 541] [added: 584] | | | | | | [removed: 458] [added: 541] | | | | | | [removed: 418] [added: 458] | | | | | | [removed: 449] [added: 418] | | |

| Owned | | | 14,629 | | | | | | 2,826 | | | | | | 1,983 | | | | | | 8,241 | | | | | | 27,679 | | |

| rights | | | 4,525 | | | | | | 1,735 | | | | | | 373 | | | | | | 720 | | | | | | 7,353 | | |

| Total | | | 19,154 | | | | | | 4,561 | | | | | | 2,356 | | | | | | 8,961 | | | | | | 35,032 | | |

| Acquisition of assets of CSR | | | 1,643 | | | | | | 22 | | | | | | — | | | | | | — | | | | | | — | | |

| Multiple purpose | | | 3,101 | | | | | | — | | | | | | 3,101 | | | | | | 12,073,500 | | |

| Total locomotives | | | 3,245 | | | | | | — | | | | | | 3,245 | | | | | | 12,077,900 | | |

| Gondola | | | 17,007 | | | | | | 3,739 | | | | | | 20,746 | | | | | | 2,346,243 | | |

| Hopper | | | 6,875 | | | | | | — | | | | | | 6,875 | | | | | | 787,764 | | |

| Covered hopper | | | 5,107 | | | | | | 310 | | | | | | 5,417 | | | | | | 602,841 | | |

| Box | | | 1,743 | | | | | | 513 | | | | | | 2,256 | | | | | | 211,489 | | |

| Flat | | | 1,038 | | | | | | 670 | | | | | | 1,708 | | | | | | 122,369 | | |

| Other | | | 121 | | | | | | — | | | | | | 121 | | | | | | — | | |

| Total freight cars | | | 31,891 | | | | | | 5,232 | | | | | | 37,123 | | | | | | 4,070,706 | | |

| Chassis | | | 39,037 | | | | | | — | | | | | | 39,037 | | | | | | | | |

| Containers | | | 17,443 | | | | | | — | | | | | | 17,443 | | | | | | | | |

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

| No. of units | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 10 | | | | | | 178 | | | | | | 325 | | | | | | 2,731 | | | | | | 3,245 | | |

| No. of units | | | 254 | | | | | | 1,059 | | | | | | 236 | | | | | | — | | | | | | — | | | | | | 3,505 | | | | | | 6,745 | | | | | | 20,092 | | | | | | 31,891 | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

Safety – Safety is a core value at Norfolk Southern.

Our commitment to an injury-free workplace is outlined in our Risk Reduction Program, which focuses on safety policies and procedures, risk-based hazard management program, safety outreach and communications, technology analysis and implementation, and collaboration with craft employees.

Our safety programs, practices, and messaging further reinforce the importance of working safely including the imperative to speak up with ideas and concerns as well as reinforce the universal authority to stop work if ever unsure or detect a risk that is not adequately safeguarded.

We also use metrics established by the Federal Railroad

| Owned | | | 14,312 | | | | | | 2,676 | | | | | | 1,953 | | | | | | 8,142 | | | | | | 27,083 | | |

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

| Total | | | 19,137 | | | | | | 4,565 | | | | | | 2,359 | | | | | | 8,983 | | | | | | 35,044 | | |

The transaction is scheduled to close on March 15, 2024.

| Multiple purpose | | | 3,162 | | | | | | 30 | | | | | | 3,192 | | | | | | 12,471,795 | | |

| Total locomotives | | | 3,306 | | | | | | 30 | | | | | | 3,336 | | | | | | 12,476,195 | | |

| Gondola | | | 18,011 | | | | | | 3,741 | | | | | | 21,752 | | | | | | 2,443,624 | | |

| Hopper | | | 7,672 | | | | | | — | | | | | | 7,672 | | | | | | 876,433 | | |

| Covered hopper | | | 5,384 | | | | | | — | | | | | | 5,384 | | | | | | 598,451 | | |

| Box | | | 2,189 | | | | | | 610 | | | | | | 2,799 | | | | | | 257,694 | | |

| Flat | | | 1,213 | | | | | | 676 | | | | | | 1,889 | | | | | | 135,106 | | |

| Other | | | 1,086 | | | | | | — | | | | | | 1,086 | | | | | | 46,815 | | |

| Total freight cars | | | 35,555 | | | | | | 5,027 | | | | | | 40,582 | | | | | | 4,358,123 | | |

| Chassis | | | 38,397 | | | | | | 1,063 | | | | | | 39,460 | | | | | | | | |

| Containers | | | 17,662 | | | | | | — | | | | | | 17,662 | | | | | | | | |

| Roadrailers | | | 1,110 | | | | | | — | | | | | | 1,110 | | | | | | | | |

| No. of units | | | — | | | | | | — | | | | | | 1 | | | | | | 10 | | | | | | 36 | | | | | | 225 | | | | | | 242 | | | | | | 2,792 | | | | | | 3,306 | | |

| No. of units | | | 1,043 | | | | | | 236 | | | | | | — | | | | | | — | | | | | | 198 | | | | | | 4,195 | | | | | | 6,401 | | | | | | 23,482 | | | | | | 35,555 | | |

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 reinforce the importance of working safely.

Our Inclusion Leadership Council, comprised of senior leaders from all departments, our seven employee resource groups, and the Diversity, Equity, and Inclusion strategy team, collaborate closely to implement the plan, articulate measurable goals, and hold ourselves accountable.

For information on our legal proceedings, see Note [removed: 17] [added: 18] “Commitments and Contingencies” in Item 8 “Notes to Consolidated Financial Statements.”

for the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

| (State or other jurisdiction of incorporation or organization) | | | | | | [removed: (I.R.S] [added: (I.R.S.] Employer Identification No.) | | |

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or [added: Section] 15(d) of the Act.

See the definitions of "large accelerated [removed: filer",] [added: filer,"] "accelerated [removed: filer",] [added: filer,"] "smaller reporting [removed: company",] [added: company,"] and "emerging growth company" in Rule 12b-2 of the Exchange Act.

The aggregate market value of the voting common equity held by non-affiliates at June 30, [removed: 2023] [added: 2024] was [removed: $51,455,298,277] [added: $48,522,427,121] (based on the closing price as quoted on the New York Stock Exchange on June 30, [removed: 2023).][added: 2024).]

The number of shares outstanding of each of the registrant’s classes of common stock, at January 31, [removed: 2024: 225,881,508] [added: 2025: 226,434,128] (excluding 20,320,777 shares held by the registrant’s consolidated subsidiaries).

| [Part [removed: I.](#icc5aa50a10bd4feaa9e3410850067afd_10)] [added: I.](#if83f74baa00f4545bf8c7223ec69db57_10)] | | | [Items 1 and [removed: 2.](#icc5aa50a10bd4feaa9e3410850067afd_13)] [added: 2.](#if83f74baa00f4545bf8c7223ec69db57_13)] | | | [Business and [removed: Properties](#icc5aa50a10bd4feaa9e3410850067afd_13)] [added: Properties](#if83f74baa00f4545bf8c7223ec69db57_13)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_13)[3](#icc5aa50a10bd4feaa9e3410850067afd_13)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_13)[3](#if83f74baa00f4545bf8c7223ec69db57_13)] | | |

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| | | | [Item [removed: 1B.](#icc5aa50a10bd4feaa9e3410850067afd_58)] [added: 1B.](#if83f74baa00f4545bf8c7223ec69db57_58)] | | | [Unresolved Staff [removed: Comments](#icc5aa50a10bd4feaa9e3410850067afd_58)] [added: Comments](#if83f74baa00f4545bf8c7223ec69db57_58)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_58)[17](#icc5aa50a10bd4feaa9e3410850067afd_58)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_58)[19](#if83f74baa00f4545bf8c7223ec69db57_58)] | | |

| | | | [Item [removed: 1C.](#icc5aa50a10bd4feaa9e3410850067afd_2397)] [added: 1C.](#if83f74baa00f4545bf8c7223ec69db57_61)] | | | [removed: [Cybersecurity](#icc5aa50a10bd4feaa9e3410850067afd_2397)] [added: [Cybersecurity](#if83f74baa00f4545bf8c7223ec69db57_61)] | | | [removed: [K17](#icc5aa50a10bd4feaa9e3410850067afd_2397)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_61)[19](#if83f74baa00f4545bf8c7223ec69db57_61)] | | |

| | | | [Item [removed: 3.](#icc5aa50a10bd4feaa9e3410850067afd_61)] [added: 3.](#if83f74baa00f4545bf8c7223ec69db57_64)] | | | [Legal [removed: Proceedings](#icc5aa50a10bd4feaa9e3410850067afd_61)] [added: Proceedings](#if83f74baa00f4545bf8c7223ec69db57_64)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_61)[20](#icc5aa50a10bd4feaa9e3410850067afd_61)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_64)[22](#if83f74baa00f4545bf8c7223ec69db57_64)] | | |

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| | | | | | | [Information About Our Executive [removed: Officers](#icc5aa50a10bd4feaa9e3410850067afd_67)] [added: Officers](#if83f74baa00f4545bf8c7223ec69db57_70)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_67)[21](#icc5aa50a10bd4feaa9e3410850067afd_67)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_70)[23](#if83f74baa00f4545bf8c7223ec69db57_70)] | | |

| [Part [removed: II.](#icc5aa50a10bd4feaa9e3410850067afd_70)] [added: II.](#if83f74baa00f4545bf8c7223ec69db57_73)] | | | [Item [removed: 5.](#icc5aa50a10bd4feaa9e3410850067afd_73)] [added: 5.](#if83f74baa00f4545bf8c7223ec69db57_76)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters [removed: and](#icc5aa50a10bd4feaa9e3410850067afd_73)] [added: and](#if83f74baa00f4545bf8c7223ec69db57_76)] | | | | | |

| | | | | | | [Issuer Purchases of Equity [removed: Securities](#icc5aa50a10bd4feaa9e3410850067afd_73)] [added: Securities](#if83f74baa00f4545bf8c7223ec69db57_76)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_73)[22](#icc5aa50a10bd4feaa9e3410850067afd_73)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_76)[24](#if83f74baa00f4545bf8c7223ec69db57_76)] | | |

| | | | [Item [removed: 7.](#icc5aa50a10bd4feaa9e3410850067afd_82)] [added: 7.](#if83f74baa00f4545bf8c7223ec69db57_88)] | | | [Management’s Discussion and Analysis of Financial Condition [removed: and](#icc5aa50a10bd4feaa9e3410850067afd_82)] [added: and](#if83f74baa00f4545bf8c7223ec69db57_88)] | | | | | |

| | | | | | | [Results of [removed: Operations](#icc5aa50a10bd4feaa9e3410850067afd_82)] [added: Operations](#if83f74baa00f4545bf8c7223ec69db57_88)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_82)[23](#icc5aa50a10bd4feaa9e3410850067afd_82)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_88)[25](#if83f74baa00f4545bf8c7223ec69db57_88)] | | |

| | | | [Item [removed: 7A.](#icc5aa50a10bd4feaa9e3410850067afd_118)] [added: 7A.](#if83f74baa00f4545bf8c7223ec69db57_124)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#icc5aa50a10bd4feaa9e3410850067afd_118)] [added: Risk](#if83f74baa00f4545bf8c7223ec69db57_124)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_118)[38](#icc5aa50a10bd4feaa9e3410850067afd_118)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_124)[40](#if83f74baa00f4545bf8c7223ec69db57_124)] | | |

| | | | [Item [removed: 8.](#icc5aa50a10bd4feaa9e3410850067afd_121)] [added: 8.](#if83f74baa00f4545bf8c7223ec69db57_127)] | | | [Financial Statements and Supplementary [removed: Data](#icc5aa50a10bd4feaa9e3410850067afd_121)] [added: Data](#if83f74baa00f4545bf8c7223ec69db57_127)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_121)[39](#icc5aa50a10bd4feaa9e3410850067afd_121)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_127)[41](#if83f74baa00f4545bf8c7223ec69db57_127)] | | |

| | | | [Item [removed: 9.](#icc5aa50a10bd4feaa9e3410850067afd_208)] [added: 9.](#if83f74baa00f4545bf8c7223ec69db57_214)] | | | [Changes in and Disagreements with Accountants on Accounting [removed: and](#icc5aa50a10bd4feaa9e3410850067afd_208)] [added: and](#if83f74baa00f4545bf8c7223ec69db57_214)] | | | | | |

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| | | | [Item [removed: 9C.](#icc5aa50a10bd4feaa9e3410850067afd_217)] [added: 9C.](#if83f74baa00f4545bf8c7223ec69db57_223)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#icc5aa50a10bd4feaa9e3410850067afd_217)] [added: Inspections](#if83f74baa00f4545bf8c7223ec69db57_223)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_217)[87](#icc5aa50a10bd4feaa9e3410850067afd_217)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_223)[92](#if83f74baa00f4545bf8c7223ec69db57_223)] | | |

| [Part [removed: III.](#icc5aa50a10bd4feaa9e3410850067afd_220)] [added: III.](#if83f74baa00f4545bf8c7223ec69db57_226)] | | | [Item [removed: 10.](#icc5aa50a10bd4feaa9e3410850067afd_223)] [added: 10.](#if83f74baa00f4545bf8c7223ec69db57_229)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#icc5aa50a10bd4feaa9e3410850067afd_223)] [added: Governance](#if83f74baa00f4545bf8c7223ec69db57_229)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_223)[88](#icc5aa50a10bd4feaa9e3410850067afd_223)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_229)[93](#if83f74baa00f4545bf8c7223ec69db57_229)] | | |

| | | | [Item [removed: 11.](#icc5aa50a10bd4feaa9e3410850067afd_226)] [added: 11.](#if83f74baa00f4545bf8c7223ec69db57_232)] | | | [Executive [removed: Compensation](#icc5aa50a10bd4feaa9e3410850067afd_226)] [added: Compensation](#if83f74baa00f4545bf8c7223ec69db57_232)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_226)[88](#icc5aa50a10bd4feaa9e3410850067afd_226)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_232)[93](#if83f74baa00f4545bf8c7223ec69db57_232)] | | |

| | | | [Item [removed: 12.](#icc5aa50a10bd4feaa9e3410850067afd_229)] [added: 12.](#if83f74baa00f4545bf8c7223ec69db57_235)] | | | [Security Ownership of Certain Beneficial Owners and [removed: Management](#icc5aa50a10bd4feaa9e3410850067afd_229)] [added: Management](#if83f74baa00f4545bf8c7223ec69db57_235)] | | | | | |

| | | | | | | [and Related Stockholder [removed: Matters](#icc5aa50a10bd4feaa9e3410850067afd_229)] [added: Matters](#if83f74baa00f4545bf8c7223ec69db57_235)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_229)[89](#icc5aa50a10bd4feaa9e3410850067afd_229)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_235)[94](#if83f74baa00f4545bf8c7223ec69db57_235)] | | |

| | | | [Item [removed: 13.](#icc5aa50a10bd4feaa9e3410850067afd_232)] [added: 13.](#if83f74baa00f4545bf8c7223ec69db57_238)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#icc5aa50a10bd4feaa9e3410850067afd_232)] [added: Independence](#if83f74baa00f4545bf8c7223ec69db57_238)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_232)[91](#icc5aa50a10bd4feaa9e3410850067afd_232)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_238)[96](#if83f74baa00f4545bf8c7223ec69db57_238)] | | |

| | | | [Item [removed: 14.](#icc5aa50a10bd4feaa9e3410850067afd_235)] [added: 14.](#if83f74baa00f4545bf8c7223ec69db57_241)] | | | [Principal Accountant Fees and [removed: Services](#icc5aa50a10bd4feaa9e3410850067afd_235)] [added: Services](#if83f74baa00f4545bf8c7223ec69db57_241)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_235)[91](#icc5aa50a10bd4feaa9e3410850067afd_235)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_241)[96](#if83f74baa00f4545bf8c7223ec69db57_241)] | | |

| [Part [removed: IV.](#icc5aa50a10bd4feaa9e3410850067afd_238)] [added: IV.](#if83f74baa00f4545bf8c7223ec69db57_244)] | | | [Item [removed: 15.](#icc5aa50a10bd4feaa9e3410850067afd_241)] [added: 15.](#if83f74baa00f4545bf8c7223ec69db57_247)] | | | [Exhibits and Financial Statement [removed: Schedules](#icc5aa50a10bd4feaa9e3410850067afd_241)] [added: Schedules](#if83f74baa00f4545bf8c7223ec69db57_247)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_241)[92](#icc5aa50a10bd4feaa9e3410850067afd_241)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_247)[97](#if83f74baa00f4545bf8c7223ec69db57_247)] | | |

| | | | [Item [removed: 16.](#icc5aa50a10bd4feaa9e3410850067afd_244)] [added: 16.](#if83f74baa00f4545bf8c7223ec69db57_250)] | | | [Form 10-K [removed: Summary](#icc5aa50a10bd4feaa9e3410850067afd_244)] [added: Summary](#if83f74baa00f4545bf8c7223ec69db57_250)] | | | [removed: K[101](#icc5aa50a10bd4feaa9e3410850067afd_244)] [added: K[106](#if83f74baa00f4545bf8c7223ec69db57_250)] | | |

| | | | [Item 6.](#if83f74baa00f4545bf8c7223ec69db57_85) | | | [\[Reserved\]](#if83f74baa00f4545bf8c7223ec69db57_85) | | | [K](#if83f74baa00f4545bf8c7223ec69db57_85)[24](#if83f74baa00f4545bf8c7223ec69db57_85) | | |

| | | | | | | [Financial Disclosure](#if83f74baa00f4545bf8c7223ec69db57_214) | | | [K](#if83f74baa00f4545bf8c7223ec69db57_214)[91](#if83f74baa00f4545bf8c7223ec69db57_214) | | |

| | | | | | | [Power of Attorney](#if83f74baa00f4545bf8c7223ec69db57_253) | | | [K](#if83f74baa00f4545bf8c7223ec69db57_253)[107](#if83f74baa00f4545bf8c7223ec69db57_253) | | |

| | | | | | | [Signatures](#if83f74baa00f4545bf8c7223ec69db57_256) | | | [K](#if83f74baa00f4545bf8c7223ec69db57_256)[107](#if83f74baa00f4545bf8c7223ec69db57_256) | | |

| | | | [Item 6.](#icc5aa50a10bd4feaa9e3410850067afd_2425) | | | [\[Reserved\]](#icc5aa50a10bd4feaa9e3410850067afd_2425) | | | [K22](#icc5aa50a10bd4feaa9e3410850067afd_2425) | | |

| | | | | | | [Financial Disclosure](#icc5aa50a10bd4feaa9e3410850067afd_208) | | | [K](#icc5aa50a10bd4feaa9e3410850067afd_208)[86](#icc5aa50a10bd4feaa9e3410850067afd_208) | | |

| | | | | | | [Power of Attorney](#icc5aa50a10bd4feaa9e3410850067afd_247) | | | [K](#icc5aa50a10bd4feaa9e3410850067afd_247)[102](#icc5aa50a10bd4feaa9e3410850067afd_247) | | |

| | | | | | | [Signatures](#icc5aa50a10bd4feaa9e3410850067afd_250) | | | [K](#icc5aa50a10bd4feaa9e3410850067afd_250)[102](#icc5aa50a10bd4feaa9e3410850067afd_250) | | |

We use a multi-layered defensive cybersecurity strategy based on the cyber security framework drafted by the [removed: NIST.][added: U.S. Department of Commerce's National Institute of Standards and Technology (NIST).]

The NIST [removed: CSF] [added: Cybersecurity Framework (NIST CSF)] is a voluntary framework of best practices to identify, protect, detect, respond to, and recover from cybersecurity matters.

[added: We prioritize defensive mechanisms, including administrative,] procedural, and technical controls, according to their relative cost and reduction in risk based on the NIST CSF.

Our processes to assess, identify, and manage cybersecurity risks are expressly incorporated into our enterprise risk management (ERM) [removed: framework, which includes technology as one of the five primary risk categories addressed by the ERM framework, with cybersecurity risks being one of the three subcategories within the technology risk category.][added: framework.]

[removed: As a result, our] [added: Our] ERM leadership team works with the Chief Information [removed: Officer (CIO)] and [removed: Chief] [added: Digital Officer (CIDO), the Senior Director of] Information Security [removed: Officer (CISO)] [added: (SDIS) and other technology leaders] to [removed: define the] [added: identify, define, and assess] top areas of [removed: risk in both the] technology and cybersecurity [removed: areas, with such risks incorporated into] [added: risks, which are included in] our ERM [added: risk] framework and mapped to the NIST CSF.

[removed: Our internal ERM leadership also meets on a quarterly basis with] [added: As noted above,] our technology risk working group, comprised of leaders across the information technology, information [removed: security] [added: security,] and law departments, [removed: to] [added: including our CIDO, SDIS, and Data Privacy Officer (DPO), among others, further] monitor developments in the threat landscape so that key cybersecurity threats impacting the Company continue to be identified and prioritized.

Within our purchasing and third-party vendor management programs, we require all vendors who handle our data as well as vendors who provide technology and data services – including hardware, software, staffing, and support – to maintain certain security protections including, but not limited to, compliance with applicable data protection [removed: laws,] [added: laws] and implementation of administrative, [removed: physical] [added: physical,] and technical safeguards to protect our data, including how our data is stored, [removed: accessed] [added: accessed,] and transmitted.

In addition, all providers within these service categories must [removed: sign our] [added: execute a] data security [removed: attachment] [added: addendum] that articulates [removed: the] specific security standards, cybersecurity insurance, and mandatory incident reporting protocols applicable to the underlying provision of services.

Risk Factors – [removed: Operational] [added: Technology] Risks – “A significant cybersecurity incident or other disruption to our technology infrastructure [added: resulting from internal and external threats] could disrupt our business operations” for our disclosures regarding the most pertinent risks we may experience from cybersecurity threats.

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, government action, increased regulation, penalties, fines or judgments, any or all [added: which may ultimately have a materially adverse effect on our results of operations, financial condition, reputation, and business (including our strategy of operating a resilient freight railroad).]

While we have previously experienced technology outages and cybersecurity events that have impacted our systems and service, future events may result in more significant impacts to our operations, [removed: reputation] [added: reputation,] or financial results.

The Norfolk Southern Board, [added: both directly itself and indirectly] through the F&RM Committee, has [removed: direct] oversight of cybersecurity risks.

The F&RM Committee receives periodic reports from the [removed: CIO and CISO] [added: CIDO] regarding the primary technology risks impacting the company, including risks impacting our information and operational systems, service resiliency, cybersecurity risks, and the related threat environment.

The Board receives a periodic update from the Chair of the F&RM Committee regarding the matters addressed by the F&RM Committee, as well as an annual report from the [removed: CISO] [added: CIDO] highlighting the emerging threat landscape, our progress executing on our defensive cybersecurity strategy, and a review of our cybersecurity incident investigation and response processes.

[removed: The CISO,] [added: Our SDIS,] reporting to the [removed: CIO,] [added: CIDO,] is directly responsible for the assessment, oversight, and management of our enterprise-wide cybersecurity strategy and governance.

Cybersecurity incidents are reported directly to the [removed: CISO] [added: SDIS] in accordance with the applicable incident response plan.

The [removed: CISO,] [added: SDIS,] together with the DPO, determine incident severity and response, and in turn report material or potentially material incidents to our internal 8-K subcommittee (comprised of senior leaders from the law, accounting, finance, investor relations, and communications departments), our CEO, and our [removed: Executive Vice President Corporate Affairs and] Chief Legal Officer, who in turn notify the Chairs of the Board and the F&RM Committee.

We also have a cybersecurity incident response plan including specific responsive protocols administered by a predesignated incident response team, led by [removed: our CISO] [added: the SDIS] and DPO and comprised of other members of management.

In an effort to deter and detect cyber threats, we also periodically provide all employees with a data protection and cybersecurity awareness training program, which covers timely and relevant topics, including phishing, password protection, confidential data protection, asset [removed: use] [added: use,] and mobile [removed: security,] [added: security] and further educates employees on the importance of and process for reporting all potential incidents immediately.

Technology is one of the five primary risk categories addressed by the ERM framework, and cybersecurity is identified as a subcategory of the technology risk.

Our internal ERM leadership meets regularly with our technology leadership team to review developments in our technology risk profile and works with the cybersecurity team to monitor key risk indicators linked to our cybersecurity risks.

Any changes to the threat landscape are discussed and considered as adjustments to our risk profile.

K20

Such individual has significant relevant experience in the area, including over 27 years of technology experience in various industries with 17 years focused on information security, as well as significant experience working closely with government agencies including the Federal Bureau of Investigation, the Transportation Security Agency, and the Department of Homeland Security.

K21

We prioritize defensive mechanisms, including administrative,

K17

K18

which may ultimately have a materially adverse effect on our results of operations, financial condition, reputation, and business (including our strategy of operating a resilient freight railroad).

Our CISO has significant relevant experience in the area, including graduate and postgraduate engineering technology degrees, along with 20 years of information security experience in critical infrastructure, as well as seven years with Norfolk Southern where he guided the Company through the implementation of our multi-layered defensive cybersecurity strategy that aligns with the NIST CSF.

As noted above, our technology risk working group, comprised of leaders across the information technology, information security and law departments, including our CIO, CISO and Data Privacy Officer (DPO), among others, further monitor developments in the threat landscape so that key cybersecurity threats impacting the Company continue to be identified and prioritized.

The following table sets forth certain information, at February 1, [removed: 2024,] [added: 2025,] relating to our officers.

| [removed: Alan H. Shaw, 56,] [added: Claude E. Elkins, Jr., 59, Executive Vice] President and Chief [removed: Executive] [added: Marketing] Officer | | | Present position since [removed: May 1, 2022. Served as President from] December 1, [removed: 2021 to May 1, 2022.] [added: 2021.] Served as [removed: Executive] Vice President [removed: and Chief Marketing Officer] [added: Industrial Products] from [removed: May 16, 2015] [added: April 1, 2018] to December 1, 2021. | | |

| Ann A. Adams, [removed: 53, Executive Vice President and] [added: 54,] Chief [removed: Transformation] [added: Human Resources] Officer | | | Present position since [removed: April 1, 2019.] [added: December 9, 2024.] Served as [added: Special Advisor to CEO from March 17, 2024 to December 9, 2024, and as Executive] Vice President [removed: Human Resources] [added: & Chief Transformation Officer] from April 1, [removed: 2016] [added: 2019] to [removed: April 1, 2019.] [added: March 16, 2024.] | | |

| Claiborne L. Moore, [removed: 44,] [added: 45,] 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. [removed: Served as Director Investor Relations from July 1, 2017 to March 15, 2019.] | | |

K22

| Mark R. George, 57, President and Chief Executive Officer | | | Present position since September 11, 2024. Served as Executive Vice President and Chief Financial Officer from November 1, 2019 to September 11, 2024. | | |

| Anil Bhatt, 50, Executive Vice President and Chief Information and Digital Officer | | | Present position since August 19, 2024. Prior to joining Norfolk Southern, served in various positions at Elevance Health. Served as Global Chief Information Officer from December 2020 through August 2024 and Senior Vice President & Chief Technology Officer from August 2018 to December 2020. | | |

| John F. Orr, 61, Executive Vice President and Chief Operating Officer | | | Present position since March 20, 2024. Prior to joining Norfolk Southern, served as Executive Vice President, Chief Transformation Officer for Canadian Pacific Kansas City (CPKC) from April 2023 to March 2024 and Executive Vice President of Operations at Kansas City Southern from April 2021 to April 2023. Served more than three decades at Canadian National in various positions of increasing responsibility across Canada and North America, concluding career as Senior Vice President and Chief Transportation Officer. | | |

| Jason A. Zampi, 50, Executive Vice President and Chief Financial Officer | | | Present position since September 24, 2024. Served as Senior Vice President Finance and Treasurer from August 20, 2024 to September 24, 2024. Served as Vice President of Financial Planning and Analysis from June 1, 2020 to September 24, 2024. Served as Vice President and Controller from December 16, 2018 to June 1, 2020. | | |

K23

K20

| Paul B. Duncan, 44, Executive Vice President and Chief Operating Officer | | | Present position since January 1, 2023. Served as Senior Vice President Transportation and Network Operations from September 1, 2022 to January 1, 2023. Served as Vice President Network Planning and 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. | | |

| Claude E. Elkins, Jr., 58, 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. | | |

| Mark R. George, 56, Executive Vice President 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. | | |

| Nabanita C. Nag, 48, Executive Vice President and Chief Legal Officer | | | Present position since July 1, 2022. Served as Senior Vice President and Chief Legal Officer from March 1, 2022 to July 1, 2022. Served as General Counsel - Corporate from August 31, 2020 to March 1, 2022. Prior to joining Norfolk Southern, served as Vice President and Corporate Counsel in the Financial Management Law Group at Prudential Financial from March 3, 2014 to August 1, 2020. | | |

K21

Common Stock is owned by [removed: 18,962] [added: 18,025] stockholders of record as of December 31, [removed: 2023,] [added: 2024,] and is traded on the New York Stock Exchange under the symbol “NSC.”

| Period | | | | | | Total Number of Shares (or Units) Purchased(1) | | | | | | Average Price Paid per Share (or Unit) | | | | | | Total Number of Shares (or Units) Purchased as Part of [removed: the] Publicly Announced Plans or Programs(2) | | | | | | Approximate Dollar Value of Shares that may yet be Purchased under [removed: the] Publicly Announced Plans or Programs(2) | | |

(1)Of this amount, [removed: 4,104] [added: 478] represent shares tendered by employees in connection with the exercise of stock options under the stockholder-approved Long-Term Incentive Plan (LTIP).

As of December 31, [removed: 2023,] [added: 2024,] $6.9 billion remains authorized for repurchase, until such amount is exhausted.

| October 1-31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 6,868,152,575 | |

| November 1-30, 2024 | | | | | | 143 | | | | | | 275.52 | | | | | | — | | | | | | 6,868,152,575 | | |

| December 1-31, 2024 | | | | | | 335 | | | | | | 233.35 | | | | | | — | | | | | | 6,868,152,575 | | |

| Total | | | | | | 478 | | | | | | | | | | | | — | | | | | | | | |

| October 1-31, 2023 | | | | | | 270,465 | | | | | | $ | 197.70 | | | | | 269,938 | | | | | | $ | 6,933,309,430 | |

| November 1-30, 2023 | | | | | | 159,957 | | | | | | 202.48 | | | | | | 156,646 | | | | | | 6,901,566,364 | | |

| December 1-31, 2023 | | | | | | 145,664 | | | | | | 229.80 | | | | | | 145,398 | | | | | | 6,868,152,575 | | |

| Total | | | | | | 576,086 | | | | | | | | | | | | 571,982 | | | | | | | | |

K24

K22

| [Report of Independent Registered Public Accounting [removed: Firm](#icc5aa50a10bd4feaa9e3410850067afd_130)] [added: Firm](#if83f74baa00f4545bf8c7223ec69db57_136)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_130)[41](#icc5aa50a10bd4feaa9e3410850067afd_130)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_136)[43](#if83f74baa00f4545bf8c7223ec69db57_136)] | | |

| [Consolidated Statements of [removed: Income](#icc5aa50a10bd4feaa9e3410850067afd_136)] [added: Income](#if83f74baa00f4545bf8c7223ec69db57_142)] [Years ended December 31, [removed: 202](#icc5aa50a10bd4feaa9e3410850067afd_136)[3](#icc5aa50a10bd4feaa9e3410850067afd_136)[, 202](#icc5aa50a10bd4feaa9e3410850067afd_136)[2](#icc5aa50a10bd4feaa9e3410850067afd_136)[,] [added: 202](#if83f74baa00f4545bf8c7223ec69db57_142)[4](#if83f74baa00f4545bf8c7223ec69db57_142)[, 202](#if83f74baa00f4545bf8c7223ec69db57_142)[3](#if83f74baa00f4545bf8c7223ec69db57_142)[,] and [removed: 202](#icc5aa50a10bd4feaa9e3410850067afd_136)[1](#icc5aa50a10bd4feaa9e3410850067afd_136)] [added: 202](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_136)[45](#icc5aa50a10bd4feaa9e3410850067afd_136)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_142)[46](#if83f74baa00f4545bf8c7223ec69db57_142)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#icc5aa50a10bd4feaa9e3410850067afd_139)] [added: Income](#if83f74baa00f4545bf8c7223ec69db57_145)] [Years ended December [removed: 31,](#icc5aa50a10bd4feaa9e3410850067afd_139) [](#icc5aa50a10bd4feaa9e3410850067afd_139)[2023, 2022,] [added: 31,](#if83f74baa00f4545bf8c7223ec69db57_145) [202](#if83f74baa00f4545bf8c7223ec69db57_142)[4](#if83f74baa00f4545bf8c7223ec69db57_142)[, 202](#if83f74baa00f4545bf8c7223ec69db57_142)[3](#if83f74baa00f4545bf8c7223ec69db57_142)[,] and [removed: 2021](#icc5aa50a10bd4feaa9e3410850067afd_136)] [added: 202](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_139)[46](#icc5aa50a10bd4feaa9e3410850067afd_139)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_145)[47](#if83f74baa00f4545bf8c7223ec69db57_145)] | | |

| [Consolidated Balance [removed: Sheets](#icc5aa50a10bd4feaa9e3410850067afd_142)] [added: Sheets](#if83f74baa00f4545bf8c7223ec69db57_148)] [At December 31, [removed: 2023 and 2022](#icc5aa50a10bd4feaa9e3410850067afd_142)] [added: 202](#if83f74baa00f4545bf8c7223ec69db57_148)[4](#if83f74baa00f4545bf8c7223ec69db57_148) [and 202](#if83f74baa00f4545bf8c7223ec69db57_148)[3](#if83f74baa00f4545bf8c7223ec69db57_148)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_142)[47](#icc5aa50a10bd4feaa9e3410850067afd_142)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_148)[48](#if83f74baa00f4545bf8c7223ec69db57_148)] | | |

| [Consolidated Statements of Cash [removed: Flows](#icc5aa50a10bd4feaa9e3410850067afd_145)] [added: Flows](#if83f74baa00f4545bf8c7223ec69db57_151)] [Years ended December [removed: 31,](#icc5aa50a10bd4feaa9e3410850067afd_145) [2023, 2022,] [added: 31,](#if83f74baa00f4545bf8c7223ec69db57_151) [202](#if83f74baa00f4545bf8c7223ec69db57_142)[4](#if83f74baa00f4545bf8c7223ec69db57_142)[, 202](#if83f74baa00f4545bf8c7223ec69db57_142)[3](#if83f74baa00f4545bf8c7223ec69db57_142)[,] and [removed: 2021](#icc5aa50a10bd4feaa9e3410850067afd_136)] [added: 202](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_145)[48](#icc5aa50a10bd4feaa9e3410850067afd_145)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_151)[49](#if83f74baa00f4545bf8c7223ec69db57_151)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#icc5aa50a10bd4feaa9e3410850067afd_148)] [added: Equity](#if83f74baa00f4545bf8c7223ec69db57_154)] [Years ended December [removed: 31,](#icc5aa50a10bd4feaa9e3410850067afd_148) [2023, 2022,] [added: 31,](#if83f74baa00f4545bf8c7223ec69db57_154) [202](#if83f74baa00f4545bf8c7223ec69db57_142)[4](#if83f74baa00f4545bf8c7223ec69db57_142)[, 202](#if83f74baa00f4545bf8c7223ec69db57_142)[3](#if83f74baa00f4545bf8c7223ec69db57_142)[,] and [removed: 2021](#icc5aa50a10bd4feaa9e3410850067afd_136)] [added: 202](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_148)[49](#icc5aa50a10bd4feaa9e3410850067afd_148)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_154)[50](#if83f74baa00f4545bf8c7223ec69db57_154)] | | |

| [Notes to Consolidated Financial [removed: Statements](#icc5aa50a10bd4feaa9e3410850067afd_151)] [added: Statements](#if83f74baa00f4545bf8c7223ec69db57_157)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_151)[50](#icc5aa50a10bd4feaa9e3410850067afd_151)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_157)[51](#if83f74baa00f4545bf8c7223ec69db57_157)] | | |

| [Index to Financial Statement [removed: Schedule](#icc5aa50a10bd4feaa9e3410850067afd_241)[s](#icc5aa50a10bd4feaa9e3410850067afd_241) [in] [added: Schedules in] Item [removed: 15](#icc5aa50a10bd4feaa9e3410850067afd_241)] [added: 15](#if83f74baa00f4545bf8c7223ec69db57_247)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_241)[92](#icc5aa50a10bd4feaa9e3410850067afd_241)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_247)[97](#if83f74baa00f4545bf8c7223ec69db57_247)] | | |

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: 2023.][added: 2024.]

Based on this assessment, management has concluded that we maintained effective internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

KPMG LLP, independent registered public accounting firm, has audited our financial statements and issued an opinion on our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

| /s/ [removed: Alan H. Shaw] [added: Mark R. George] | | | | | | /s/ [removed: Mark R. George] [added: Jason A. Zampi] | | | | | | /s/ Claiborne L. Moore | | |

| [removed: Alan H. Shaw] [added: Mark R. George] | | | | | | [removed: Mark R. George] [added: Jason A. Zampi] | | | | | | Claiborne L. Moore | | |

| President and | | | | | | Executive Vice President [added: and Chief] | | | | | | Vice President and | | |

| Chief Executive Officer | | | | | | [removed: and Chief] Financial Officer | | | | | | Controller | | |

We have audited the accompanying consolidated balance sheets of Norfolk Southern Corporation and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

*Critical Audit [removed: Matters*][added: Matter*]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: a] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

The Company has recorded [removed: $33,326] [added: $35,831] million in net book value of properties at December 31, [removed: 2023] [added: 2024] and has recorded [removed: $2,349] [added: $2,381] million in property additions for the year ended December 31, [removed: 2023.][added: 2024.]

[removed: *Eastern] [added: | Eastern] Ohio [removed: Incident*][added: incident | | | 325 | | | | | | 1,116 | | | | | | — | | |]

[removed: The Company also disclosed certain legal proceedings] [added: For lawsuits] and [added: other] claims [removed: (non-environmental)] where a loss [removed: is] [added: may be] reasonably possible, but not probable, or is probable but not reasonably estimable, [removed: for which] no accrual [removed: was established.][added: is established but the matter, if potentially material, is disclosed below.]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Railway operating revenues | | | $ | [removed: 12,156] [added: 12,123] | | | | | $ | [removed: 12,745] [added: 12,156] | | | | | $ | [removed: 11,142] [added: 12,745] | |

| Compensation and benefits | | | [removed: 2,819] [added: 2,823] | | | | | | [removed: 2,621] [added: 2,819] | | | | | | [removed: 2,442] [added: 2,621] | | |

| Purchased services and rents | | | [removed: 2,070] [added: 2,048] | | | | | | [removed: 1,922] [added: 2,070] | | | | | | [removed: 1,726] [added: 1,922] | | |

| Fuel | | | [removed: 1,170] [added: 987] | | | | | | [removed: 1,459] [added: 1,170] | | | | | | [removed: 799] [added: 1,459] | | |

| Depreciation | | | [removed: 1,298] [added: 1,353] | | | | | | [removed: 1,221] [added: 1,298] | | | | | | [removed: 1,181] [added: 1,221] | | |

| Materials and other | | | [removed: 832] [added: 333] | | | | | | [removed: 713] [added: 832] | | | | | | [removed: 547] [added: 713] | | |

| Eastern Ohio incident [added: (Note 18)] | | | [removed: 1,116] [added: 325] | | | | | | [removed: —] [added: 1,116] | | | | | | — | | |

| Total railway operating expenses | | | [removed: 9,305] [added: 8,052] | | | | | | [removed: 7,936] [added: 9,305] | | | | | | [removed: 6,695] [added: 7,936] | | |

| Income from railway operations | | | [removed: 2,851] [added: 4,071] | | | | | | [removed: 4,809] [added: 2,851] | | | | | | [removed: 4,447] [added: 4,809] | | |

| Other income – net | | | [removed: 191] [added: 65] | | | | | | [removed: 13] [added: 191] | | | | | | [removed: 77] [added: 13] | | |

| Interest expense on debt | | | [removed: 722] [added: 807] | | | | | | [removed: 692] [added: 722] | | | | | | [removed: 646] [added: 692] | | |

| Income before income taxes | | | [removed: 2,320] [added: 3,329] | | | | | | [removed: 4,130] [added: 2,320] | | | | | | [removed: 3,878] [added: 4,130] | | |

| Income taxes | | | [removed: 493] [added: 707] | | | | | | [removed: 860] [added: 493] | | | | | | [removed: 873] [added: 860] | | |

| Net income | | | $ | [removed: 1,827] [added: 2,622] | | | | | $ | [removed: 3,270] [added: 1,827] | | | | | $ | [removed: 3,005] [added: 3,270] | |

| [Report of Management](#if83f74baa00f4545bf8c7223ec69db57_133) | | | [K](#if83f74baa00f4545bf8c7223ec69db57_133)[42](#if83f74baa00f4545bf8c7223ec69db57_133) | | |

February 10, 2025

| Restructuring and other charges | | | 183 | | | | | | — | | | | | | — | | |

| $13,265, respectively | | | 35,831 | | | | | | 33,326 | | |

| Depreciation | | | 1,353 | | | | | | 1,298 | | | | | | 1,221 | | |

| Acquisition of assets of CSR | | | (1,643) | | | | | | (22) | | | | | | — | | |

| $5.40 per share | | | | | | | | | | | | | | | | | | | | | (1,221) | | | | | | (1,221) | | |

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

| Balance at December 31, 2024 | | | $ | 228 | | | | | $ | 2,247 | | | | | $ | (262) | | | | | $ | 12,093 | | | | | $ | 14,306 | |

We manage our company as one reportable operating segment, railway operations, providing rail transportation to customers.

We define our operating segment based on the way in which internally reported financial information is regularly reviewed by the chief operating decision maker, our chief executive officer, to analyze financial performance and allocate resources.

Although we provide and analyze revenues by commodity group, the overall financial and operational performance of the railroad is analyzed as one operating segment due to the nature of our integrated rail network.

Financial information and annual operating budgets and forecasts are prepared and reviewed by the chief operating decision maker at a consolidated level, making operational decisions to maximize consolidated financial results.

The accounting policies of our railway operations segment are the same as those described in the summary of significant accounting policies herein.

The chief operating decision maker assesses performance for the railway operations segment and decides how to allocate resources based on “Net income” that is reported on the Consolidated Statements of Income.

Net income is used to monitor budget versus actual results of the organization.

Our consolidated financial results are used in assessing the performance of the segment and in establishing management’s compensation.

The measure of segment assets is reported on the Consolidated Balance Sheets as “Total assets.” The chief operating decision maker uses net income generated from our railroad operations in determining capital allocations decisions, such as whether to reinvest profits into the rail network or into other parts of the entity or utilize them for other purposes, including paying dividends or repurchasing Common Stock.

Railway operations segment revenue, expenses, and profit and loss are disclosed below as reviewed and used by the chief operating decision maker.

There are no other significant segment items or reconciling items to segment profit.

| Railway operating revenues (Note 2) | | | $ | 12,123 | | | | | $ | 12,156 | | | | | $ | 12,745 | |

| Railway operating expenses | | | | | | | | | | | | | | | | | |

| Compensation and benefits | | | 2,823 | | | | | | 2,819 | | | | | | 2,621 | | |

| Purchased services | | | 1,655 | | | | | | 1,683 | | | | | | 1,565 | | |

| Equipment rents | | | 393 | | | | | | 387 | | | | | | 357 | | |

| Fuel | | | 987 | | | | | | 1,170 | | | | | | 1,459 | | |

| Depreciation | | | 1,353 | | | | | | 1,298 | | | | | | 1,221 | | |

| Materials | | | 369 | | | | | | 364 | | | | | | 283 | | |

| Claims | | | 237 | | | | | | 242 | | | | | | 270 | | |

| Other (Note 8) | | | (273) | | | | | | 226 | | | | | | 160 | | |

| Restructuring and other charges (Note 3) | | | 183 | | | | | | — | | | | | | — | | |

| Total railway operating expenses | | | 8,052 | | | | | | 9,305 | | | | | | 7,936 | | |

| Income from railway operations | | | 4,071 | | | | | | 2,851 | | | | | | 4,809 | | |

| Other income – net (Note 4) | | | 65 | | | | | | 191 | | | | | | 13 | | |

| Interest expense on debt | | | 807 | | | | | | 722 | | | | | | 692 | | |

| Income before income taxes | | | 3,329 | | | | | | 2,320 | | | | | | 4,130 | | |

| Income taxes (Note 5) | | | 707 | | | | | | 493 | | | | | | 860 | | |

| Net income | | | $ | 2,622 | | | | | $ | 1,827 | | | | | $ | 3,270 | |

Total equity method investments are disclosed in Note 7 “Investments,” and total expenditures for long-lived assets are disclosed as “Property additions” on the Consolidated Statement of Cash Flows.

We adopted the ASU on January 1, 2024 and updated our segment disclosures in Note 1.

| [Report of Management](#icc5aa50a10bd4feaa9e3410850067afd_127) | | | [K](#icc5aa50a10bd4feaa9e3410850067afd_127)[40](#icc5aa50a10bd4feaa9e3410850067afd_127) | | |

K39

February 5, 2024

K40

As discussed in Note 17 to the consolidated financial statements, the Company has recognized $464 million of liabilities attributable to the Eastern Ohio Incident (the Incident) as of December 31, 2023.

For the year-ended December 31, 2023, the Company has recognized $1,116 million of expenses for costs directly attributable to the Incident, which is presented net of $101 million in insurance recoveries in the Consolidated Statements of Income.

As of December 31, 2023, the Company recognized probable and reasonably estimable liabilities for environmental matters and legal proceedings and claims (non-environmental).

In addition, as a result of the Incident, the Company disclosed that it is subject to inquiries and investigations by various government authorities and regulatory agencies.

We identified the evaluation of the recognition and measurement of liabilities for environmental matters, legal proceedings and claims (non-environmental) and inquiries and investigations arising from the Incident and the sufficiency of the related disclosures as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate certain judgments and assumptions made by management when assessing the likelihood and magnitude of losses incurred and determining whether reasonable estimates of losses can be made.

Specifically, the key judgments and assumptions related to the following:

- the nature and extent of future cleanup and removal activities and the extent and duration of governmental oversight

- the final outcome of the legal proceedings and claims (non-environmental)

- the final outcome of any current or future inquiries and investigations arising from the Incident.

The following are the primary procedures that we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s processes to 1) recognize and measure liabilities associated with environmental matters, legal proceedings and claims (non-environmental), and inquiries and investigations and 2) prepare the related financial statement disclosures.

We evaluated the Company's assessment of the likelihood and magnitude of losses being incurred including whether the estimates of losses are reasonably estimable for liabilities associated with the Incident by:

- assessing the estimates of environmental cleanup and remediation liabilities by comparing them to incurred costs

- inquiring of management regarding the expected timeline for both probable and reasonably estimable costs for soil and water disposal and air monitoring activities as well as related governmental oversight

- obtaining a legal confirmation letter from external legal counsel, and inquiring of the Company’s internal and external legal counsel regarding the likelihood and magnitude of losses related to environmental matters, legal proceedings and claims (non-environmental) and inquiries and investigations

- obtaining and inspecting correspondence with government authorities and regulatory agencies for environmental matters, legal proceedings and claims (non-environmental) and inquiries and investigations.

We evaluated whether the Company’s disclosures were appropriate and consistent with the information obtained in our procedures.

| $12,592, respectively | | | 33,326 | | | | | | 32,156 | | |

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

| Balance at December 31, 2020 | | | $ | 254 | | | | | $ | 2,248 | | | | | $ | (594) | | | | | $ | 12,883 | | | | | $ | 14,791 | |

| $4.16 per share | | | | | | | | | | | | | | | | | | | | | (1,028) | | | | | | (1,028) | | |

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

In November 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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.

We adopted the new standard on January 1, 2022 and there was no material impact to the financial statements upon adoption.

| Settlements with taxing authorities | | | — | | | | | | (2) | | |

| 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 | | % |

| 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 | | % |

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: 2023.][added: 2024.]

Based on such evaluation, our officers have concluded that, at December 31, [removed: 2023,] [added: 2024,] 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 opinion on our internal control over financial reporting at December 31, [removed: 2023.][added: 2024.]

During the fourth quarter of [removed: 2023,] [added: 2024,] 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.

K91

K86

None of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a [added: contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of] Rule [removed: 10b5-1 trading arrangement] [added: 10b5-1(c)] or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of [removed: 2023.][added: 2024.]

K92

K87

In accordance with General Instruction G(3), information called for by Part III, Item 10, is incorporated herein by reference to our definitive Proxy Statement for our [removed: 2024] [added: 2025] 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 11, is incorporated herein by reference to our definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

K93

K88

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 to our definitive Proxy Statement for our [removed: 2024] [added: 2025] 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: 2023)][added: 2024)]

(3)Includes options, [removed: RSUs] [added: RSUs,] and PSUs granted under LTIP that will be settled in shares of Common Stock.

(5)Calculated without regard to [removed: 872,863] [added: 615,643] outstanding RSUs and PSUs at December 31, [removed: 2023.][added: 2024.]

For the [removed: 2023] [added: 2024] PSU awards, corporate performance will be based directly on return on average capital invested, with total return to stockholders and revenue growth serving as modifiers, and will be settled in shares of Common Stock.

| approved by securities holders(2) | | | | | | 929,041 | | | (3) | | | $ | 194.78 | | (5) | | | 7,438,613 | | | | | |

| not approved by securities holders | | | | | | 59,266 | | | (4) | | | 96.39 | | | | | | 437,746 | | | (6) | | |

| Total | | | | | | 988,307 | | | | | | | | | | | | 7,876,359 | | | | | |

K94

K95

| approved by securities holders(2) | | | | | | 1,507,054 | | | (3) | | | $ | 165.30 | | (5) | | | 7,731,573 | | | | | |

| not approved by securities holders | | | | | | 109,206 | | | (4) | | | 96.35 | | | | | | 436,571 | | | (6) | | |

| Total | | | | | | 1,616,260 | | | | | | | | | | | | 8,168,144 | | | | | |

K89

K90

In accordance with General Instruction G(3), information called for by Part III, Item 13, is incorporated herein by reference to our definitive Proxy Statement for our [removed: 2024] [added: 2025] 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 to our definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

K96

K91

| | | | 1. | | | [Index to Financial [removed: Statements](#icc5aa50a10bd4feaa9e3410850067afd_124)] [added: Statements](#if83f74baa00f4545bf8c7223ec69db57_130)] | | | | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#icc5aa50a10bd4feaa9e3410850067afd_130)] [added: Firm](#if83f74baa00f4545bf8c7223ec69db57_136)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_130)[41](#icc5aa50a10bd4feaa9e3410850067afd_130)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_136)[43](#if83f74baa00f4545bf8c7223ec69db57_136)] | | |

| | | | | | | [Consolidated Statements of Income, Years ended December 31, [removed: 202](#icc5aa50a10bd4feaa9e3410850067afd_136)[3](#icc5aa50a10bd4feaa9e3410850067afd_136)[, 202](#icc5aa50a10bd4feaa9e3410850067afd_136)[2](#icc5aa50a10bd4feaa9e3410850067afd_136)[,] [added: 202](#if83f74baa00f4545bf8c7223ec69db57_142)[4](#if83f74baa00f4545bf8c7223ec69db57_142)[, 202](#if83f74baa00f4545bf8c7223ec69db57_142)[3](#if83f74baa00f4545bf8c7223ec69db57_142)[,] and [removed: 202](#icc5aa50a10bd4feaa9e3410850067afd_136)[1](#icc5aa50a10bd4feaa9e3410850067afd_136)] [added: 202](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_136)[45](#icc5aa50a10bd4feaa9e3410850067afd_136)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_142)[46](#if83f74baa00f4545bf8c7223ec69db57_142)] | | |

| | | | | | | [Consolidated Statements of Comprehensive Income, Years ended December [removed: 31,](#icc5aa50a10bd4feaa9e3410850067afd_139) [2023, 2022,] [added: 31,](#if83f74baa00f4545bf8c7223ec69db57_145) [202](#if83f74baa00f4545bf8c7223ec69db57_142)[4](#if83f74baa00f4545bf8c7223ec69db57_142)[, 202](#if83f74baa00f4545bf8c7223ec69db57_142)[3](#if83f74baa00f4545bf8c7223ec69db57_142)[,] and [removed: 2021](#icc5aa50a10bd4feaa9e3410850067afd_136)] [added: 202](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_139)[46](#icc5aa50a10bd4feaa9e3410850067afd_139)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_145)[47](#if83f74baa00f4545bf8c7223ec69db57_145)] | | |

| | | | | | | [Consolidated Balance Sheets at December 31, [removed: 202](#icc5aa50a10bd4feaa9e3410850067afd_142)[3](#icc5aa50a10bd4feaa9e3410850067afd_142)] [added: 202](#if83f74baa00f4545bf8c7223ec69db57_148)[4](#if83f74baa00f4545bf8c7223ec69db57_148)] [and [removed: 202](#icc5aa50a10bd4feaa9e3410850067afd_142)[2](#icc5aa50a10bd4feaa9e3410850067afd_142)] [added: 20](#if83f74baa00f4545bf8c7223ec69db57_148)[23](#if83f74baa00f4545bf8c7223ec69db57_148)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_142)[47](#icc5aa50a10bd4feaa9e3410850067afd_142)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_148)[48](#if83f74baa00f4545bf8c7223ec69db57_148)] | | |

| | | | | | | [Consolidated Statements of Cash Flows, Years ended December [removed: 31,](#icc5aa50a10bd4feaa9e3410850067afd_145) [2023, 2022,] [added: 31,](#if83f74baa00f4545bf8c7223ec69db57_151) [202](#if83f74baa00f4545bf8c7223ec69db57_142)[4](#if83f74baa00f4545bf8c7223ec69db57_142)[, 202](#if83f74baa00f4545bf8c7223ec69db57_142)[3](#if83f74baa00f4545bf8c7223ec69db57_142)[,] and [removed: 2021](#icc5aa50a10bd4feaa9e3410850067afd_136)] [added: 20](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_145)[48](#icc5aa50a10bd4feaa9e3410850067afd_145)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_151)[49](#if83f74baa00f4545bf8c7223ec69db57_151)] | | |

| | | | | | | [Consolidated Statements of Changes in Stockholders’ Equity, Years ended December [removed: 31,](#icc5aa50a10bd4feaa9e3410850067afd_148) [2023, 2022,] [added: 31,](#if83f74baa00f4545bf8c7223ec69db57_154) [202](#if83f74baa00f4545bf8c7223ec69db57_142)[4](#if83f74baa00f4545bf8c7223ec69db57_142)[, 202](#if83f74baa00f4545bf8c7223ec69db57_142)[3](#if83f74baa00f4545bf8c7223ec69db57_142)[,] and [removed: 2021](#icc5aa50a10bd4feaa9e3410850067afd_136)] [added: 20](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_148)[49](#icc5aa50a10bd4feaa9e3410850067afd_148)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_154)[50](#if83f74baa00f4545bf8c7223ec69db57_154)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#icc5aa50a10bd4feaa9e3410850067afd_151)] [added: Statements](#if83f74baa00f4545bf8c7223ec69db57_157)] | | | [removed: [K](#icc5aa50a10bd4feaa9e3410850067afd_151)[50](#icc5aa50a10bd4feaa9e3410850067afd_151)] [added: [K](#if83f74baa00f4545bf8c7223ec69db57_157)[51](#if83f74baa00f4545bf8c7223ec69db57_157)] | | |

| 2.1 | | | | | | [Distribution Agreement, dated as of July 26, 2004, by and among CSX Corporation, CSX Transportation, Inc., CSX Rail Holding Corporation, CSX Northeast Holdings Corporation, Norfolk Southern Corporation, Norfolk Southern Railway Company, CRR Holdings LLC, Green Acquisition Corp., Conrail Inc., Consolidated Rail Corporation, New York Central Lines LLC, Pennsylvania Lines LLC, NYC Newco, Inc., and PRR Newco, Inc., is incorporated by reference to Exhibit 2.1 to Norfolk Southern Corporation’s Form 8-K filed on September 2, 2004. (SEC File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/92275/000095012304010596/y01612aexv2w1.txt)] [added: 001-08339)](https://www.sec.gov/Archives/edgar/data/92275/000095012304010596/y01612aexv2w1.txt)] | | | | | |

| (i)(a) | | | | | | [The Restated Articles of Incorporation of Norfolk Southern Corporation are incorporated by reference to Exhibit 3(i) to Norfolk Southern Corporation’s 10-K filed on March 5, 2001. (SEC File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000070216501000012/0000702165-01-000012-0002.txt)] [added: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000070216501000012/0000702165-01-000012-0002.txt)] | | | | | |

| (i)(b) | | | | | | [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 8-K filed on May 18, 2010. (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/702165/000070216510000081/amendedarticles1.htm)] | | | | | |

| (ii) | | | | | | [The Bylaws of Norfolk Southern [removed: Corporation,](https://www.sec.gov/Archives/edgar/data/702165/000155278123000329/e23326_ex3-ii.htm) [as] [added: Corporation, as] amended July 25, 2023, are incorporated by reference to Exhibit 3(ii) to the Registrant’s Form 8-K filed on July 27, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/702165/000155278123000329/e23326_ex3-ii.htm) [(SEC] [added: 2023. (SEC] File No. 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000155278123000329/e23326_ex3-ii.htm) | | | | | |

| (a) | | | | | | Indenture, dated as of January 15, 1991, from Norfolk Southern Corporation to First Trust of New York, National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Registration Statement on Form S-3 [removed: (No. 33-38595).] [added: (SEC File No. 33-38595)] | | |

| (b) | | | | | | [First Supplemental Indenture, dated May 19, 1997, between Norfolk Southern Corporation and First Trust of New York, National Association, as Trustee, related to the issuance of notes in the principal amount of $4.3 billion, is incorporated by reference to Exhibit 1.1(d) to Norfolk Southern Corporation’s Form 8-K filed on May 21, 1997. (SEC File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/0000950172-97-000494.txt)] [added: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/0000950172-97-000494.txt)] | | |

| (c) | | | | | | [Fourth Supplemental Indenture, dated as of February 6, 2001, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $1 billion, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on February 7, 2001. (SEC File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000095017201000164/0000950172-01-000164-0004.txt)] [added: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000095017201000164/0000950172-01-000164-0004.txt)] | | |

| (d) | | | | | | [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, is incorporated by reference to Exhibit 4(1) 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/indenture1s.htm)] [added: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000070216504000240/indenture1s.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 [removed: Trustee,](http://www.sec.gov/Archives/edgar/data/702165/000070216504000240/indenturesupps.htm)] [added: Trustee,](https://www.sec.gov/Archives/edgar/data/702165/000070216504000240/indenturesupps.htm)] [related [removed: to](http://www.sec.gov/Archives/edgar/data/702165/000070216504000240/indenturesupps.htm) [](http://www.sec.gov/Archives/edgar/data/702165/000070216504000240/indenturesupps.htm)[the] [added: 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, [removed: 2004.](http://www.sec.gov/Archives/edgar/data/702165/000070216504000240/indenturesupps.htm) [(](http://www.sec.gov/Archives/edgar/data/702165/000070216504000240/indenturesupps.htm)[SEC] [added: 2004. (SEC] File No. [removed: 001-08339)](http://www.sec.gov/Archives/edgar/data/702165/000070216504000240/indenturesupps.htm)] [added: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000070216504000240/indenturesupps.htm)[](https://www.sec.gov/Archives/edgar/data/702165/000070216504000240/indenturesupps.htm)] | | |