Norfolk Southern (NSC) 10-K risk factor changes: FY2025 vs FY2024

The risks described below should be read in conjunction with the information regarding the Incident and Incident Proceedings provided in Note [removed: 18] [added: 19] in Item 8 “Notes to Consolidated Financial Statements.”

As defined and as further described in Note [removed: 18] [added: 19] in Item 8 “Notes to Consolidated Financial Statements,” there was an Incident that occurred in the first quarter 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 became subject to numerous legal, regulatory, 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 Investigations (each as defined in Note [removed: 18] [added: 19] in Item 8 “Notes to Consolidated Financial 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, [removed: train composition, crew size, or detection systems (collectively, the “Incident Proceedings”).]

While we have accrued estimates of probable and reasonably estimable liabilities with respect to the Incident and the Incident Proceedings, we cannot predict the final outcome or estimate the reasonably possible range of loss with 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: 18] [added: 19] 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: 18] [added: 19] 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.

[removed: Additional] [added: Additional, updated,] or [removed: updated] [added: changed oversight and] regulation of the rail industry by Congress or the STB, whether under new, [removed: existing] [added: existing, amended,] or [removed: amended] [added: repealed] laws or regulations, [added: including but not limited to those pertaining to reciprocal switching, if imposed,] could have a significant negative impact on our ability to negotiate prices for rail services, on our railway operating revenues, and on the efficiency, conduct, or complexity of our operations.

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, security, and [removed: cybersecurity.]

We have obtained insurance for potential losses for third-party liability and first-party property damages (see Note [removed: 18] [added: 19] 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.

We may be negatively affected by supply constraints resulting from disruptions in our fuel markets or supplier markets. We consumed approximately [removed: 373] [added: 366] million gallons of diesel fuel in [removed: 2024.][added: 2025.]

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 [added: and increase costs.]

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

Although we maintain security programs designed to protect our information and operational technology systems, 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 [added: equipment or] disruption to our service in the future.

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

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

The rapid evolution and increased adoption of emerging technologies, such as artificial intelligence and machine [removed: learning,] [added: learning (both of which we use),] may make it more difficult to anticipate cybersecurity threats and implement adequate protective countermeasures.

Failure to attract, retain, and 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 key executive officers to oversee our operational, productivity, marketing, and technological initiatives, as well as a sufficient number of skilled professional and craft employees to enable us to [added: efficiently conduct our operations.]

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

We may be negatively impacted by changes in general economic conditions. Because our business is dependent on the rail shipping needs of our customers, negative changes in domestic and global economic conditions, [added: including reduced import and export volumes, could affect the producers and consumers of the freight we carry.]

Instability or disruptions of the capital markets and deterioration of our financial position, alone or in combination, could also result in a reduction of our credit rating to below investment grade, which could prohibit or restrict us [removed: from accessing external sources of short- and long-term debt financing and/or significantly increase the associated costs.]

RISKS RELATED TO THE MERGERS

We have identified certain additional risk factors in connection with the Mergers.

For additional information concerning these risks, uncertainties and assumptions, please refer to the section entitled “Risk Factors” included in our proxy statement filed with the SEC on October 1, 2025.

The Mergers are subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all.

Failure to complete the Mergers could have material adverse effects on the Company. The completion of the Mergers is subject to a number of conditions, including, among others, the receipt of the requisite regulatory approvals, which make the completion of the Mergers and timing thereof uncertain.

Also, either Union Pacific or the Company may terminate the Merger Agreement if the Mergers have not been consummated by the end date (subject to an automatic extension in certain circumstances), except that this right to terminate the Merger Agreement will not be available to any party whose failure to perform any obligation under the Merger Agreement has been the primary cause of the failure of the Mergers to be consummated on or before that date.

If the Mergers are not completed, the Company’s ongoing business may be materially adversely affected and, without realizing any of the benefits of having completed the Mergers, the Company will be subject to a number of risks, including the following:

- the market price of the Company’s Common Stock could decline;

- the Company could owe substantial termination fees to Union Pacific under certain circumstances;

- if the Merger Agreement is terminated and the Union Pacific board or the Company’s board seeks another business combination, Union Pacific shareholders and Norfolk Southern shareholders cannot be certain that Union Pacific or the Company will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that the other party has agreed to in the Merger Agreement;

- time, resources, and costs committed by the Company’s management team to matters relating to the Mergers could otherwise have been devoted to pursuing other beneficial opportunities;

- negative reactions from the financial markets or from its customers (certain of whom have and may continue to diversify their distribution networks, including in response to actions by our competitors), suppliers, employees, labor unions, or other business partners; and

- the Company will be required to pay its respective costs relating to the Mergers, such as legal, accounting, financial advisory, and printing fees, whether or not the Mergers are completed.

In addition, if the Mergers are not completed, the Company could be subject to litigation related to any failure to complete the Mergers or related to any enforcement proceeding commenced against the Company to perform its obligations under the Merger Agreement, and whether or not any such litigation has any merit, the cost of defending such litigation may be significant.

The materialization of any of these risks could adversely impact the Company’s ongoing business.

Similarly, delays in the completion of the Mergers could, among other things, result in additional transaction costs, loss of revenue, or other negative effects associated with uncertainty about completion of the Mergers.

The Mergers are subject to the receipt of the requisite regulatory approvals, which requisite regulatory approvals may never be obtained, therefore preventing completion of the Mergers.

In addition, in granting such approvals, regulatory authorities may impose conditions that could have a significant adverse effect on the Company or the combined company and the expected benefits of the Mergers therefore preventing completion of the Mergers. Before the Mergers may be completed, the requisite regulatory approvals must have been obtained, including STB approval.

While the initial Merger application with the STB was determined to be incomplete, the Company and Union Pacific are in process of preparing a revised application that incorporates the additional items identified by the STB.

The terms and conditions of the approvals that are granted may impose requirements, concessions, limitations, or costs or place restrictions on the conduct of the combined company’s business.

Subject to the terms and conditions of the Merger Agreement, Union Pacific and the Company have each agreed to use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with each other in doing, all things necessary, proper, or advisable to cause the conditions to closing set forth in the Merger Agreement to be satisfied and to consummate and make effective the Mergers and the other transactions contemplated by the Merger Agreement prior to the end date, except that Union Pacific and its subsidiaries are not required to take, or commit to take, or agree to or accept any “materially burdensome regulatory condition.” For purposes of the foregoing, “reasonable best efforts” includes, among others, (i) proposing, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, hold separate, or disposition of any and all of the share capital or other equity interest, assets, products, or businesses of Union Pacific and its subsidiaries or of the Company and its subsidiaries and (ii) otherwise taking or committing to take any actions that after the first effective time would limit Union Pacific’s or its subsidiaries’ freedom of action with respect to, or their ability to retain, or otherwise agreeing to any restriction, requirement, or limitation with respect to their or one or more of their subsidiaries’ assets, products, or businesses, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order that would otherwise have the effect of preventing or delaying the closing.

The STB and other regulatory and governmental authorities may impose requirements, concessions, and other conditions on the granting of such approvals.

If such regulatory and governmental authorities seek to impose such requirements, concessions, or conditions, lengthy negotiations may ensue among such authorities, Union Pacific and the Company.

Such requirements, concessions, and conditions and the process of obtaining regulatory approvals could have the effect of delaying completion of the Mergers and such requirements, concessions, and conditions may not be identified or satisfied for an extended period of time following the Union Pacific special meeting and the Company’s special meeting.

Such requirements, concessions and conditions may also impose additional costs or limitations on the combined company following the completion of the Mergers and the parties have agreed to accept such requirements, concessions, and conditions, even if significant, subject to the agreed-upon materially burdensome regulatory condition limitation in favor of Union Pacific.

These requirements, concessions, and conditions may therefore reduce the anticipated benefits of the Mergers, including synergies, which could also have a significant adverse effect on the combined company’s business and cash flows and results of operations, and

neither Union Pacific nor the Company can predict what, if any, requirements, concessions, and conditions may be required by regulatory or governmental authorities whose approvals are required.

The requisite regulatory approvals may not be obtained at all, may not be obtained in a timely fashion, and may contain conditions on the completion of the Mergers.

In addition, under existing law, railroad competitors and customers of Union Pacific and the Company and other interested parties may intervene to oppose the STB application or seek protective conditions in the event approval by the STB is granted, which might affect the decision of the STB, delay the approval process, or reduce the anticipated benefits of the Mergers.

Furthermore, if the STB does not provide final approval or imposes conditions on its approval in a final order, and Union Pacific and the Company decide to appeal such final order from the STB, any such appeal might not be resolved for a substantial period of time after the entry of such order by the STB.

The Company is subject to business uncertainties and contractual restrictions while the Mergers are pending, which could adversely affect the Company’s business and operations. In connection with the pendency of the Mergers, some customers, suppliers, and other persons with whom the Company has a business relationship have or may delay or defer certain business decisions or terminate, change, or renegotiate their relationships with the Company, as the case may be, as a result of the Mergers or responsive actions taken by one or more of our competitors, which could negatively affect the Company’s revenues, earnings, and cash flows, as well as the market price of the Company’s Common Stock, regardless of whether the Mergers are completed.

Under the terms of the Merger Agreement, the Company is subject to certain restrictions on the conduct of its business prior to completing the first Merger, which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness, incur capital expenditures, settle litigation, amend organizational documents, declare dividends, enter new business lines, and invest in third parties.

Such limitations could adversely affect the Company’s businesses and operations prior to the completion of the Mergers.

Uncertainties associated with the Mergers may cause a loss of management personnel and other key employees, and the Company may have difficulty attracting and motivating management personnel and other key employees. The Company is dependent on the experience and industry knowledge of its management personnel and other key employees to execute its business plans.

The combined company’s success after the completion of the Mergers will depend in part upon the ability of the Company to attract and retain key management personnel and other key employees.

Prior to completion of the Mergers, current and prospective employees of the Company may experience uncertainty about their roles within the combined company following the completion of the Mergers, which may have an adverse effect on the ability of the Company to attract or retain management personnel and other key employees.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the Mergers.

train composition, crew size, or detection systems (collectively, the “Incident Proceedings”).

cybersecurity.

Insurance coverage under Norfolk Southern's property and liability policies extends to certain acts of terrorism.

As noted in “Incident Risks” above, in connection with the Incident, we are experiencing negative impacts related to environmental matters, including extensive cleanup costs and litigation related to alleged environmental impacts of the Incident.

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

and increase costs.

data.

efficiently conduct our operations.

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.

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

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

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

including reduced import and export volumes, could affect the producers and consumers of the freight we carry.

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 [removed: of Mexico] [added: Coast] and Great Lakes.

For the full year, we achieved an operating ratio [added: (a measure] of [removed: 66.4%,] [added: the amount of operating revenues consumed by operating expenses) of 64.2%,] and an adjusted operating ratio of [removed: 65.8%] [added: 65.0%] (see our non-GAAP reconciliations beginning on page [removed: K26), both of which improved on a year-over-year basis.][added: K28).]

| | | | [added: 2025] | | | | | | [added: 2024] | | | | | | [added: 2023] | | | | | | [removed: 2024] [added: vs. 2024] | | | | | | [removed: 2023] [added: vs. 2023] | | | | | |

| | | | [removed: 2024 | | |] [added: 2025] | | | [removed: 2023] | | | [added: 2024] | | | [removed: 2022] | | | [added: 2023] | | | [removed: vs. 2023] | | | [added: 2025 vs. 2024] | | | [removed: vs. 2022] | | | [added: 2024 vs. 2023] | | |

| Railway operating revenues | | | $ | [removed: 12,123] [added: 12,180] | | | | | $ | [removed: 12,156] [added: 12,123] | | | | | $ | [removed: 12,745] [added: 12,156] | | | | | — | | % | | | | [removed: (5] [added: —] | | [removed: %)] [added: %] | | | |

| Railway operating expenses | | | $ | [removed: 8,052] [added: 7,824] | | | | | $ | [removed: 9,305] [added: 8,052] | | | | | $ | [removed: 7,936] [added: 9,305] | | | | | [removed: (13] [added: (3] | | %) | | | | [removed: 17] [added: (13] | | [removed: %] [added: %)] | | | |

| Income from railway operations | | | $ | [removed: 4,071] [added: 4,356] | | | | | $ | [removed: 2,851] [added: 4,071] | | | | | $ | [removed: 4,809] [added: 2,851] | | | | | [removed: 43] [added: 7] | | % | | | | [removed: (41] [added: 43] | | [removed: %)] [added: %] | | | |

| Net income | | | $ | [removed: 2,622] [added: 2,873] | | | | | $ | [removed: 1,827] [added: 2,622] | | | | | $ | [removed: 3,270] [added: 1,827] | | | | | [removed: 44] [added: 10] | | % | | | | [removed: (44] [added: 44] | | [removed: %)] [added: %] | | | |

| Diluted earnings per share | | | $ | [removed: 11.57] [added: 12.75] | | | | | $ | [removed: 8.02] [added: 11.57] | | | | | $ | [removed: 13.88] [added: 8.02] | | | | | [removed: 44] [added: 10] | | % | | | | [removed: (42] [added: 44] | | [removed: %)] [added: %] | | | |

| Railway operating ratio (percent) | | | [removed: 66.4] [added: 64.2] | | | | | | [removed: 76.5] [added: 66.4] | | | | | | [removed: 62.3] [added: 76.5] | | | | | | [removed: (13] [added: (3] | | %) | | | | [removed: 23] [added: (13] | | [removed: %] [added: %)] | | | |

Income from railway operations, net [removed: income] [added: income,] and diluted earnings per share increased in 2024 compared to 2023, primarily [removed: as] a result of lower railway operating expenses.

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

Income from railway operations, net [removed: income] [added: income,] and diluted earnings per share [removed: declined] [added: increased] in [removed: 2023] [added: 2025] compared to [removed: 2022, driven by expenses incurred with our response efforts to] [added: 2024,] the [removed: Incident,] [added: result of] lower railway operating [removed: revenues,] [added: expense] and higher [added: railway operating revenues.]

[removed: Railway operating] [added: In 2025, the increase in] revenues [removed: declined 5% due to lower average revenue per unit,] [added: was] the result of [removed: lower fuel surcharge] [added: higher average] revenue [removed: and decreased intermodal storage service revenues partially offset by] [added: per unit due to] favorable pricing and [removed: mix.][added: mix, offset partially by lower fuel surcharge revenue.]

[removed: Railway] [added: Our railway] operating ratio [removed: deteriorated] [added: improved] to [removed: 76.5] [added: 64.2] percent.

In the table below, references to [removed: 2024] [added: 2025, 2024,] and 2023 results and related comparisons use the adjusted, non-GAAP results from the reconciliations in the [removed: tables above.][added: preceding tables.]

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

| Railway operating expenses | | | $ | [removed: 7,977] [added: 7,912] | | | | | $ | [removed: 8,189] [added: 7,977] | | | | | $ | [removed: 7,936] [added: 8,189] | | | | | [removed: (3] [added: (1] | | %) | | | | [removed: 3] [added: (3] | | [removed: %] [added: %)] |

| Income from railway operations | | | $ | [removed: 4,146] [added: 4,268] | | | | | $ | [removed: 3,967] [added: 4,146] | | | | | $ | [removed: 4,809] [added: 3,967] | | | | | [removed: 5] [added: 3] | | % | | | | [removed: (18] [added: 5] | | [removed: %)] [added: %] |

| Net income | | | $ | [removed: 2,684] [added: 2,816] | | | | | $ | [removed: 2,673] [added: 2,684] | | | | | $ | [removed: 3,270] [added: 2,673] | | | | | [removed: —] [added: 5] | | % | | | | [removed: (18] [added: —] | | [removed: %)] [added: %] |

| Diluted earnings per share | | | $ | [removed: 11.85] [added: 12.49] | | | | | $ | [removed: 11.74] [added: 11.85] | | | | | $ | [removed: 13.88] [added: 11.74] | | | | | [removed: 1] [added: 5] | | % | | | | [removed: (15] [added: 1] | | [removed: %)] [added: %] |

| Railway operating ratio (percent) | | | [removed: 65.8] [added: 65.0] | | | | | | [removed: 67.4] [added: 65.8] | | | | | | [removed: 62.3] [added: 67.4] | | | | | | [removed: (2] [added: (1] | | %) | | | | [removed: 8] [added: (2] | | [removed: %] [added: %)] |

[removed: On] [added: In 2024, on] an adjusted basis, income from railway operations [removed: in 2024] increased due to lower adjusted railway operating expenses, with lower fuel prices, decreased costs of purchased services, and lower other expenses contributing significantly to the overall decline, and more than offsetting the decline in revenue.

[removed: Lower other income-net and higher interest expense on debt contributed to net] [added: Net] income and diluted earnings per share [removed: that] were only up slightly compared to the prior [removed: year.][added: year as lower other income-net and higher interest expense on debt offset the increase in income from railway operations.]

| | | | Revenues | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | |

| Agriculture, forest and consumer products | | | $ | [removed: 2,521] [added: 2,538] | | | | | $ | [removed: 2,530] [added: 2,521] | | | | | $ | [removed: 2,493] [added: 2,530] | | | | | [removed: —] [added: 1] | | % | | | | [removed: 1] [added: —] | | % | | | |

| Chemicals | | | [removed: 2,123] [added: 2,206] | | | | | | [removed: 2,054] [added: 2,123] | | | | | | [removed: 2,148] [added: 2,054] | | | | | | [removed: 3] [added: 4] | | % | | | | [removed: (4] [added: 3] | | [removed: %)] [added: %] | | | |

| Metals and construction | | | [removed: 1,682] [added: 1,724] | | | | | | [removed: 1,634] [added: 1,682] | | | | | | [removed: 1,652] [added: 1,634] | | | | | | [removed: 3] [added: 2] | | % | | | | [removed: (1] [added: 3] | | [removed: %)] [added: %] | | | |

| Automotive | | | [removed: 1,144] [added: 1,216] | | | | | | [removed: 1,135] [added: 1,144] | | | | | | [removed: 1,038] [added: 1,135] | | | | | | [removed: 1] [added: 6] | | % | | | | [removed: 9] [added: 1] | | % | | | |

| Merchandise | | | [removed: 7,470] [added: 7,684] | | | | | | [removed: 7,353] [added: 7,470] | | | | | | [removed: 7,331] [added: 7,353] | | | | | | [removed: 2] [added: 3] | | % | | | | [removed: —] [added: 2] | | % | | | |

| Intermodal | | | [removed: 3,042] [added: 3,009] | | | | | | [removed: 3,090] [added: 3,042] | | | | | | [removed: 3,681] [added: 3,090] | | | | | | [removed: (2] [added: (1] | | %) | | | | [removed: (16] [added: (2] | | %) | | | |

| Coal | | | [removed: 1,611] [added: 1,487] | | | | | | [removed: 1,713] [added: 1,611] | | | | | | [removed: 1,733] [added: 1,713] | | | | | | [removed: (6] [added: (8] | | %) | | | | [removed: (1] [added: (6] | | %) | | | |

| Total | | | $ | [removed: 12,123] [added: 12,180] | | | | | $ | [removed: 12,156] [added: 12,123] | | | | | $ | [removed: 12,745] [added: 12,156] | | | | | — | | % | | | | [removed: (5] [added: —] | | [removed: %)] [added: %] | | | |

| | | | Units | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | |

| Agriculture, forest and consumer products | | | [removed: 741.7] [added: 733.4] | | | | | | [removed: 734.3] [added: 741.7] | | | | | | [removed: 723.0] [added: 734.3] | | | | | | [removed: 1] [added: (1] | | [removed: %] [added: %)] | | | | [removed: 2] [added: 1] | | % | | | |

| Chemicals | | | [removed: 518.3] [added: 551.5] | | | | | | [removed: 515.0] [added: 518.3] | | | | | | [removed: 540.1] [added: 515.0] | | | | | | [removed: 1] [added: 6] | | % | | | | [removed: (5] [added: 1] | | [removed: %)] [added: %] | | | |

| Metals and construction | | | [removed: 641.6] [added: 638.6] | | | | | | [removed: 634.1] [added: 641.6] | | | | | | [removed: 634.6] [added: 634.1] | | | | | | [removed: 1] [added: —] | | % | | | | [removed: —] [added: 1] | | % | | | |

| Automotive | | | [removed: 362.7] [added: 389.7] | | | | | | [removed: 361.5] [added: 362.7] | | | | | | [removed: 339.1] [added: 361.5] | | | | | | [removed: —] [added: 7] | | % | | | | [removed: 7] [added: —] | | % | | | |

| Merchandise | | | [removed: 2,264.3] [added: 2,313.2] | | | | | | [removed: 2,244.9] [added: 2,264.3] | | | | | | [removed: 2,236.8] [added: 2,244.9] | | | | | | [removed: 1] [added: 2] | | % | | | | [removed: —] [added: 1] | | % | | | |

| Intermodal | | | [removed: 4,107.7] [added: 4,055.0] | | | | | | [removed: 3,822.4] [added: 4,107.7] | | | | | | [removed: 3,913.1] [added: 3,822.4] | | | | | | [removed: 7] [added: (1] | | [removed: %] [added: %)] | | | | [removed: (2] [added: 7] | | [removed: %)] [added: %] | | | |

Throughout 2025, we took deliberate actions to strengthen the Company and position it for long-term success.

On July 28, 2025, we entered into a Merger Agreement with Union Pacific, marking a transformational step toward creating America’s first transcontinental railroad—an outcome we believe will unlock new opportunities for our customers, employees, and the broader U.S. economy.

By integrating two complementary networks, the merged company will be positioned to deliver more efficient, reliable, and sustainable freight service across the nation.

We also continued to make progress towards resolving environmental and legal matters resulting from the Incident (as defined further and described in Note 19) with insurance and other recoveries during 2025 exceeding incremental expenses.

Safety continued to be a core value, and our relentless focus and intentional actions drove improvements in numerous safety metrics.

Operational execution remained a key focus in 2025, with an emphasis on delivering high quality service while delivering notable improvements in labor productivity and fuel efficiency.

Despite periods of macroeconomic uncertainty, growth in automotive and chemicals traffic, reflecting improved service and customer demand, drove merchandise revenues higher and led to a modest increase in overall volumes.

The combination of operational productivity, modest volume growth and favorable merchandise pricing were pivotal in driving earnings growth as compared to 2024.

Although our financial results, as compared to the prior year, were significantly impacted by the absence of $433 million in gains on the sales of railway lines that occurred in 2024, we successfully monetized other properties that resulted in meaningful gains in the current year.

| | | | | | | | | | | | | | | | | | | | | | 2025 | | | | | | 2024 | | | | | |

The decrease in railway operating expense includes higher net recoveries related to the Incident in addition to lower expenses associated with restructuring activities.

Partially offsetting those items were lower gains from the sales of railway lines and properties and expenses incurred in 2025 related to the proposed merger.

The increase in railway operating revenues was driven by a combination of favorable traffic mix, which was partially offset by lower fuel surcharge revenue.

The following tables adjust our 2025, 2024, and 2023 financial results as reported under U.S. Generally Accepted Accounting Principles (GAAP) financial results to exclude certain items.

Adjusted 2025 financial results exclude Merger-related expenses, restructuring and other charges, and the overall impact on operating expenses resulting from costs and recoveries associated with the Incident.

Adjusted 2024 financial results exclude gains on railway line sales, restructuring and other charges, costs and recoveries associated with the Incident, shareholder advisory costs, and a deferred tax adjustment.

Adjusted 2023 financial results exclude the effects of the Incident.

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

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

| | | | Non-GAAP Reconciliation for 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Reported (GAAP) | | | | | | | | | Merger-Related Expenses | | | | | | Restructuring and Other Charges | | | | | | | | | | | | Eastern Ohio Incident | | | | | | Adjusted (non-GAAP) | | |

| | | | *($ in millions, except per share amounts)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Railway operating expenses | | | $ | 7,824 | | | | | | | | $ | (80) | | | | | $ | (22) | | | | | | | | | | | $ | 190 | | | | | $ | 7,912 | |

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

| Income from railway operations | | | $ | 4,356 | | | | | | | | $ | 80 | | | | | $ | 22 | | | | | | | | | | | $ | (190) | | | | | $ | 4,268 | |

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

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

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

| Net income | | | $ | 2,873 | | | | | | | | $ | 69 | | | | | $ | 17 | | | | | | | | | | | $ | (143) | | | | | $ | 2,816 | |

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

| Diluted earnings per share | | | $ | 12.75 | | | | | | | | $ | 0.31 | | | | | $ | 0.07 | | | | | | | | | | | $ | (0.64) | | | | | $ | 12.49 | |

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

| Railway operating ratio (percent) | | | 64.2 | | | | | | | | | (0.6) | | | | | | (0.2) | | | | | | | | | | | | 1.6 | | | | | | 65.0 | | |

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

On an adjusted basis, income from railway operations in 2025 increased due to lower adjusted railway operating expenses and higher railway operating revenues, which drove improvements in net income, diluted earnings per share, and operating ratio.

Railway operating revenues were higher driven by a combination of favorable traffic mix, which was partially offset by lower fuel surcharge revenue.

Adjusted railway operating expenses were down over prior year as higher gains on operating property sales and lower fuel expense were partially offset by increased expenses associated with claims, materials, compensation and benefits, purchased services and equipment rents.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | vs. 2024 | | | | | | vs. 2023 | | | | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | vs. 2024 | | | | | | vs. 2023 | | | | | |

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).

K25

non-Incident-related railway operating expenses.

Additionally, lower volumes contributed to the decline in revenues.

Net expenses associated with the Incident for the year 2023 were $1.1 billion.

In addition to costs resulting from the Incident, railway operating expenses increased due to inflationary pressures, investments in operational resiliency, and higher service-related costs, offset partially by lower fuel prices.

The decline in net income and diluted earnings per share also reflects the absence of a prior year $136 million deferred tax benefit, a result of an enactment of a change in the corporate income tax rate in the Commonwealth of Pennsylvania in 2022.

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.

K26

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

Railway operating revenues declined due to decreased fuel surcharge revenue, decreased intermodal storage revenues, and lower volume, partially offset by increased pricing and favorable mix compared to the prior year.

Railway operating expenses increased due to inflationary pressures, investments in operational resiliency, and higher service-related costs, partially offset by lower fuel prices.

Revenues declined in 2023 as a result of lower average revenue per unit, driven by decreases in fuel surcharge and intermodal storage revenues, and volume declines.

For 2025, we expect that revenue will increase driven by higher volumes.

In 2023, revenues were slightly higher as pricing and volume gains were nearly offset by lower fuel surcharge revenue and unfavorable mix.

Increased volumes in automotive and agriculture, forest and consumer shipments were partially offset by decreased chemicals shipments.

In 2023, higher revenues were the result of increased volume.

Increases in ethanol and fertilizer shipments more than offset declines in shipments of wood chips and graphic paper.

Increased market demand led to volume gains in ethanol and fertilizer.

Volume declines in wood chips were due to customer mill closures, while lower market demand led to the decline in graphic paper.

In 2023, the decrease was as a result

of volume declines.

Reduced shipments of crude oil, organic chemicals, and natural gas liquids, more than offset the increases in solid waste and other petroleum products.

Volume declines for crude oil were driven by soft demand in the energy markets.

Organic chemicals and natural gas liquids volume declined as a result of lower demand.

Volume gains in solid waste were due to growth with existing customers, while the gains in petroleum products were due to growth with existing customers and new business opportunities.

Volumes were nearly unchanged as reduced shipments of kaolin and construction materials were offset by volume gains in coil steel and scrap metal.

The volume declines in kaolin were largely driven by lower demand, while the declines in construction materials were due to lower demand, extended cycle times and service challenges.

Gains in coil steel volume were due to increased equipment available to handle demand, while scrap metal volume increased due to higher demand.

Volume increases were due to higher finished vehicle inventory levels available for rail transportation and improved equipment cycle times.

The decrease in 2023 was the result of lower average revenue per unit, driven by reduced storage service revenues and lower fuel surcharge revenue, and decreased volume.

In 2023, volume declined due to a decrease in freight demand as a result of reduced consumer consumption combined with high inventories, and increased truck competition.

International volume increased in both 2024 and 2023.

The increase in 2023 was driven by ocean carriers favoring inland point intermodal traffic, partially offset by a decrease in imports.

The decrease in 2023 was a result of decreased volumes.

The decrease in 2023 was due to low natural gas prices, high stockpiles, and unplanned customer outages.

K43

K40

RAILROAD OPERATIONS – At December 31, [removed: 2024,] [added: 2025,] we operated approximately [removed: 19,200] [added: 19,100] route miles in 22 states and the District of Columbia.

| | | | Mileage Operated at December 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| rights | | | 4,525 | | | | | | 1,735 | | | | | | 373 | | | | | | [removed: 720] [added: 719] | | | | | | [removed: 7,353] [added: 7,352] | | |

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

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | |

| Revenue ton miles (billions) | | | [removed: 178] [added: 184] | | | | | | [removed: 176] [added: 178] | | | | | | [removed: 179] [added: 176] | | | | | | [removed: 178] [added: 179] | | | | | | [removed: 164] [added: 178] | | | | | |

| Revenue per thousand revenue ton miles | | | $ | [removed: 68.09] [added: 66.31] | | | | | $ | [removed: 69.05] [added: 68.09] | | | | | $ | [removed: 71.35] [added: 69.05] | | | | | $ | [removed: 62.56] [added: 71.35] | | | | | $ | [removed: 59.67] [added: 62.56] | | | | |

| Revenue ton miles (thousands) per railroad employee | | | [removed: 8,846] [added: 9,486] | | | | | | [removed: 8,719] [added: 8,846] | | | | | | [removed: 9,513] [added: 8,719] | | | | | | [removed: 9,694] [added: 9,513] | | | | | | [removed: 8,191] [added: 9,694] | | | | | |

| operating revenues (railway operating ratio) | | | [removed: 66.4%] [added: 64.2%] | | | | | | [removed: 76.5%] [added: 66.4%] | | | | | | [removed: 62.3%] [added: 76.5%] | | | | | | [removed: 60.1%] [added: 62.3%] | | | | | | [removed: 69.3%] [added: 60.1%] | | | | | |

RAILWAY OPERATING REVENUES – Total railway operating revenues were [removed: $12.1] [added: $12.2] billion in [removed: 2024.][added: 2025.]

In [removed: 2024,] [added: 2025,] we handled 2.3 million merchandise carloads, which accounted for [removed: 62%] [added: 63%] of our total railway operating revenues.

In [removed: 2024,] [added: 2025,] we handled 4.1 million intermodal units, which accounted for 25% of our total railway operating revenues.

COAL – Coal revenues accounted for [removed: 13%] [added: 12%] of our total railway operating revenues in [removed: 2024.][added: 2025.]

We handled [removed: 76.7] [added: 78.0] million tons, or 0.7 million carloads, most of which originated on our lines from major eastern coal basins with the balance from major western coal basins received via the Memphis and Chicago gateways.

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

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Road and other property | | | $ | [removed: 1,711] [added: 1,824] | | | | | $ | [removed: 1,525] [added: 1,711] | | | | | $ | [removed: 1,345] [added: 1,525] | | | | | $ | [removed: 1,041] [added: 1,345] | | | | | $ | [removed: 1,046] [added: 1,041] | |

| Acquisition of assets of CSR | | | [removed: 1,643] [added: —] | | | | | | [removed: 22] [added: 1,643] | | | | | | [removed: —] [added: 22] | | | | | | — | | | | | | — | | |

| Equipment | | | [removed: 670] [added: 380] | | | | | | [removed: 802] [added: 670] | | | | | | [removed: 603] [added: 802] | | | | | | [removed: 429] [added: 603] | | | | | | [removed: 448] [added: 429] | | |

| Total | | | $ | [removed: 4,024] [added: 2,204] | | | | | $ | [removed: 2,349] [added: 4,024] | | | | | $ | [removed: 1,948] [added: 2,349] | | | | | $ | [removed: 1,470] [added: 1,948] | | | | | $ | [removed: 1,494] [added: 1,470] | |

At December 31, [removed: 2024,] [added: 2025,] we owned or leased the following revenue generating equipment:

| Total intermodal equipment | | | [removed: 56,480] [added: 56,391] | | | | | | — | | | | | | [removed: 56,480] [added: 56,391] | | | | | | | | |

The following table indicates the number and year built for locomotives and freight cars owned at December 31, [removed: 2024:][added: 2025:]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2015- 2019] [added: 2016- 2020] | | | | | | [removed: 2010- 2014] [added: 2011- 2015] | | | | | | [removed: 2009] [added: 2010] & Before | | | | | | Total | | |

| % of fleet | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 6 | | % | | | | [removed: 10] [added: 9] | | % | | | | [removed: 84] [added: 85] | | % | | | | 100 | | % |

| % of fleet | | | 1 | | % | | | | [removed: 3] [added: 1] | | % | | | | [removed: 1] [added: 3] | | % | | | | [removed: —] [added: 1] | | % | | | | — | | % | | | | [removed: 11] [added: 5] | | % | | | | [removed: 21] [added: 28] | | % | | | | [removed: 63] [added: 61] | | % | | | | 100 | | % |

The following table shows the average age of our owned locomotive and freight car fleets at December 31, [removed: 2024] [added: 2025] and information regarding [removed: 2024] [added: 2025] retirements:

| Average age – in service | | | [removed: 29.6] [added: 30.5] | | | years | | | | | | [removed: 24.2] [added: 24.1] | | | years | | |

| Retirements | | | [removed: 61] [added: 27] | | | units | | | | | | [removed: 3,937] [added: 1,182] | | | units | | |

| Average age – retired | | | [removed: 23.9] [added: 27.5] | | | years | | | | | | [removed: 42.4] [added: 45.6] | | | years | | |

Track Maintenance – Of the 35,000 total miles of track on which we operate, we are responsible for maintaining [removed: 28,300] [added: 28,200] miles, with the remainder being operated under trackage rights from other parties responsible for maintenance.

Approximately 40% of our lines, excluding rail operated pursuant to trackage rights, carried 20 million or more gross tons per track mile during [removed: 2024.][added: 2025.]

| Track miles of rail installed | | | [removed: 559] [added: 479] | | | | | | [removed: 584] [added: 559] | | | | | | [removed: 541] [added: 584] | | | | | | [removed: 458] [added: 541] | | | | | | [removed: 418] [added: 458] | | |

| Miles of track surfaced | | | [removed: 3,957] [added: 4,061] | | | | | | [removed: 4,013] [added: 3,957] | | | | | | [removed: 4,155] [added: 4,013] | | | | | | [removed: 4,225] [added: 4,155] | | | | | | [removed: 4,785] [added: 4,225] | | |

| Crossties installed (millions) | | | [removed: 2.1] [added: 2.0] | | | | | | 2.1 | | | | | | [removed: 2.2] [added: 2.1] | | | | | | [removed: 2.0] [added: 2.2] | | | | | | [removed: 1.8] [added: 2.0] | | |

Traffic Control – Of the 16,200 route miles we dispatch, [removed: 11,300] [added: 10,300] miles [removed: are equipped with] [added: incorporate] signalization.

This includes [removed: 8,500] [added: 8,600] miles governed by Centralized Traffic [removed: Control (CTC) and 2,800] [added: Control, 1,700] miles utilizing Automatic Block [added: Signals, and 600 miles utilizing Cab] Signals.

With the exception of our response to the Eastern Ohio Incident (the “Incident” as defined in Note [removed: 18)] [added: 19)] such compliance has not had a material effect on our financial position, results of operations, or liquidity.

For further information on the Incident and environmental matters, see Note [removed: 18] [added: 19] in Item 8 “Notes to Consolidated Financial Statements.”

Workforce – We employed an average of [removed: 20,200] [added: 19,400] employees during [removed: 2024] [added: 2025] and [removed: 19,600] [added: 19,300] employees at the end of [removed: 2024.][added: 2025.]

Merger Agreement – On July 28, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Union Pacific Corporation, a Utah corporation (“Union Pacific”), Ruby Merger Sub 1 Corporation, a Virginia corporation and a direct wholly owned subsidiary of Union Pacific (“Merger Sub 1”), and Ruby Merger Sub 2 LLC, a Virginia limited liability company and a direct wholly owned subsidiary of Union Pacific (“Merger Sub 2”).

The Merger Agreement provides that Union Pacific will acquire the Company in a stock-and-cash transaction whereby (a) Merger Sub 1 will be merged with and into the Company (the “First Merger”), with the Company surviving the First Merger as a direct wholly owned subsidiary of Union Pacific, and (b) immediately following the First Merger, the Company will be merged with and into Merger Sub 2 (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a direct, wholly owned subsidiary of Union Pacific.

At the effective time of the First Merger, each share of Common Stock, par value $1.00 per share, of the Company, issued and outstanding immediately prior to the effective time of the First Merger, subject to certain exclusions set forth in the Merger Agreement, will be converted into the right to receive one share of common stock, par value $2.50 per share, of Union Pacific, and $88.82 in cash without interest.

The consummation of the Mergers is subject to certain conditions, including approval by the U.S. Surface Transportation Board (STB).

Additionally, if the Merger Agreement is terminated under specific circumstances, either we or Union Pacific are required to pay a termination fee of $2.5 billion.


| Owned | | | 14,594 | | | | | | 2,826 | | | | | | 1,975 | | | | | | 8,212 | | | | | | 27,607 | | |

| Total | | | 19,119 | | | | | | 4,561 | | | | | | 2,348 | | | | | | 8,931 | | | | | | 34,959 | | |

| Multiple purpose | | | 3,114 | | | | | | — | | | | | | 3,114 | | | | | | 12,114,700 | | |

| Total locomotives | | | 3,258 | | | | | | — | | | | | | 3,258 | | | | | | 12,119,100 | | |

| Gondola | | | 17,079 | | | | | | 3,441 | | | | | | 20,520 | | | | | | 2,316,360 | | |

| Hopper | | | 6,445 | | | | | | 687 | | | | | | 7,132 | | | | | | 820,710 | | |

| Covered hopper | | | 4,956 | | | | | | 310 | | | | | | 5,266 | | | | | | 585,876 | | |

| Box | | | 1,542 | | | | | | 331 | | | | | | 1,873 | | | | | | 175,753 | | |

| Flat | | | 986 | | | | | | 667 | | | | | | 1,653 | | | | | | 119,375 | | |

| Other | | | 120 | | | | | | — | | | | | | 120 | | | | | | — | | |

| Total freight cars | | | 31,128 | | | | | | 5,436 | | | | | | 36,564 | | | | | | 4,018,074 | | |

| Chassis | | | 38,987 | | | | | | — | | | | | | 38,987 | | | | | | | | |

| Containers | | | 17,404 | | | | | | — | | | | | | 17,404 | | | | | | | | |

| No. of units | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 180 | | | | | | 291 | | | | | | 2,786 | | | | | | 3,258 | | |

| No. of units | | | 324 | | | | | | 348 | | | | | | 1,059 | | | | | | 235 | | | | | | — | | | | | | 1,440 | | | | | | 8,622 | | | | | | 19,100 | | | | | | 31,128 | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

The majority of these locations are controlled wirelessly through NS’s Interoperable Train Control Messaging and Advanced Train Control System communications networks and associated infrastructure.


- Memphis to Chattanooga

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

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

In March 2024, we completed the acquisition of a 337 mile railway line that extends from Cincinnati, Ohio to Chattanooga, Tennessee from the Cincinnati Southern Railway (CSR), which we previously operated under a lease.

See further discussion in Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” and Item 8 “Notes to Consolidated Financial Statements.”

| 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 | | |

Within the 8,500 CTC miles, 7,600 miles are controlled wirelessly through our data radio network and other infrastructure.

For information on our legal proceedings, see Note [removed: 18] [added: 19] “Commitments and Contingencies” in Item 8 “Notes to Consolidated Financial Statements.”

for the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

The aggregate market value of the voting common equity held by non-affiliates at June 30, [removed: 2024] [added: 2025] was [removed: $48,522,427,121] [added: $57,481,458,868] (based on the closing price as quoted on the New York Stock Exchange on June 30, [removed: 2024).][added: 2025).]

The number of shares outstanding of each of the registrant’s classes of common stock, at January 31, [removed: 2025: 226,434,128] [added: 2026: 224,572,025] (excluding 20,320,777 shares held by the registrant’s consolidated subsidiaries).

| [Part [removed: I.](#if83f74baa00f4545bf8c7223ec69db57_10)] [added: I.](#i27441e068795479aa45a2b29cb9a3c00_10)] | | | [Items 1 and [removed: 2.](#if83f74baa00f4545bf8c7223ec69db57_13)] [added: 2.](#i27441e068795479aa45a2b29cb9a3c00_13)] | | | [Business and [removed: Properties](#if83f74baa00f4545bf8c7223ec69db57_13)] [added: Properties](#i27441e068795479aa45a2b29cb9a3c00_13)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_13)[3](#if83f74baa00f4545bf8c7223ec69db57_13)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_13)[3](#i27441e068795479aa45a2b29cb9a3c00_13)] | | |

| | | | [Item [removed: 1A.](#if83f74baa00f4545bf8c7223ec69db57_55)] [added: 1A.](#i27441e068795479aa45a2b29cb9a3c00_55)] | | | [Risk [removed: Factors](#if83f74baa00f4545bf8c7223ec69db57_55)] [added: Factors](#i27441e068795479aa45a2b29cb9a3c00_55)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_55)[11](#if83f74baa00f4545bf8c7223ec69db57_55)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_55)[11](#i27441e068795479aa45a2b29cb9a3c00_55)] | | |

| | | | [Item [removed: 1B.](#if83f74baa00f4545bf8c7223ec69db57_58)] [added: 1B.](#i27441e068795479aa45a2b29cb9a3c00_58)] | | | [Unresolved Staff [removed: Comments](#if83f74baa00f4545bf8c7223ec69db57_58)] [added: Comments](#i27441e068795479aa45a2b29cb9a3c00_58)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_58)[19](#if83f74baa00f4545bf8c7223ec69db57_58)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_58)[21](#i27441e068795479aa45a2b29cb9a3c00_58)] | | |

| | | | [Item [removed: 1C.](#if83f74baa00f4545bf8c7223ec69db57_61)] [added: 1C.](#i27441e068795479aa45a2b29cb9a3c00_61)] | | | [removed: [Cybersecurity](#if83f74baa00f4545bf8c7223ec69db57_61)] [added: [Cybersecurity](#i27441e068795479aa45a2b29cb9a3c00_61)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_61)[19](#if83f74baa00f4545bf8c7223ec69db57_61)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_61)[21](#i27441e068795479aa45a2b29cb9a3c00_61)] | | |

| | | | [Item [removed: 3.](#if83f74baa00f4545bf8c7223ec69db57_64)] [added: 3.](#i27441e068795479aa45a2b29cb9a3c00_64)] | | | [Legal [removed: Proceedings](#if83f74baa00f4545bf8c7223ec69db57_64)] [added: Proceedings](#i27441e068795479aa45a2b29cb9a3c00_64)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_64)[22](#if83f74baa00f4545bf8c7223ec69db57_64)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_64)[24](#i27441e068795479aa45a2b29cb9a3c00_64)] | | |

| | | | [Item [removed: 4.](#if83f74baa00f4545bf8c7223ec69db57_67)] [added: 4.](#i27441e068795479aa45a2b29cb9a3c00_67)] | | | [Mine Safety [removed: Disclosures](#if83f74baa00f4545bf8c7223ec69db57_67)] [added: Disclosures](#i27441e068795479aa45a2b29cb9a3c00_67)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_67)[22](#if83f74baa00f4545bf8c7223ec69db57_67)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_67)[24](#i27441e068795479aa45a2b29cb9a3c00_67)] | | |

| | | | | | | [Information About Our Executive [removed: Officers](#if83f74baa00f4545bf8c7223ec69db57_70)] [added: Officers](#i27441e068795479aa45a2b29cb9a3c00_70)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_70)[23](#if83f74baa00f4545bf8c7223ec69db57_70)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_70)[25](#i27441e068795479aa45a2b29cb9a3c00_70)] | | |

| [Part [removed: II.](#if83f74baa00f4545bf8c7223ec69db57_73)] [added: II.](#i27441e068795479aa45a2b29cb9a3c00_73)] | | | [Item [removed: 5.](#if83f74baa00f4545bf8c7223ec69db57_76)] [added: 5.](#i27441e068795479aa45a2b29cb9a3c00_76)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters [removed: and](#if83f74baa00f4545bf8c7223ec69db57_76)] [added: and](#i27441e068795479aa45a2b29cb9a3c00_76)] | | | | | |

| | | | | | | [Issuer Purchases of Equity [removed: Securities](#if83f74baa00f4545bf8c7223ec69db57_76)] [added: Securities](#i27441e068795479aa45a2b29cb9a3c00_76)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_76)[24](#if83f74baa00f4545bf8c7223ec69db57_76)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_76)[26](#i27441e068795479aa45a2b29cb9a3c00_76)] | | |

| | | | [Item [removed: 6.](#if83f74baa00f4545bf8c7223ec69db57_85)] [added: 6.](#i27441e068795479aa45a2b29cb9a3c00_85)] | | | [removed: [\[Reserved\]](#if83f74baa00f4545bf8c7223ec69db57_85)] [added: [\[Reserved\]](#i27441e068795479aa45a2b29cb9a3c00_85)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_85)[24](#if83f74baa00f4545bf8c7223ec69db57_85)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_85)[26](#i27441e068795479aa45a2b29cb9a3c00_85)] | | |

| | | | [Item [removed: 7.](#if83f74baa00f4545bf8c7223ec69db57_88)] [added: 7.](#i27441e068795479aa45a2b29cb9a3c00_88)] | | | [Management’s Discussion and Analysis of Financial Condition [removed: and](#if83f74baa00f4545bf8c7223ec69db57_88)] [added: and](#i27441e068795479aa45a2b29cb9a3c00_88)] | | | | | |

| | | | | | | [Results of [removed: Operations](#if83f74baa00f4545bf8c7223ec69db57_88)] [added: Operations](#i27441e068795479aa45a2b29cb9a3c00_88)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_88)[25](#if83f74baa00f4545bf8c7223ec69db57_88)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_88)[27](#i27441e068795479aa45a2b29cb9a3c00_88)] | | |

| | | | [Item [removed: 7A.](#if83f74baa00f4545bf8c7223ec69db57_124)] [added: 7A.](#i27441e068795479aa45a2b29cb9a3c00_124)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if83f74baa00f4545bf8c7223ec69db57_124)] [added: Risk](#i27441e068795479aa45a2b29cb9a3c00_124)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_124)[40](#if83f74baa00f4545bf8c7223ec69db57_124)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_124)[43](#i27441e068795479aa45a2b29cb9a3c00_124)] | | |

| | | | [Item [removed: 8.](#if83f74baa00f4545bf8c7223ec69db57_127)] [added: 8.](#i27441e068795479aa45a2b29cb9a3c00_127)] | | | [Financial Statements and Supplementary [removed: Data](#if83f74baa00f4545bf8c7223ec69db57_127)] [added: Data](#i27441e068795479aa45a2b29cb9a3c00_127)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_127)[41](#if83f74baa00f4545bf8c7223ec69db57_127)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_127)[44](#i27441e068795479aa45a2b29cb9a3c00_127)] | | |

| | | | [Item [removed: 9.](#if83f74baa00f4545bf8c7223ec69db57_214)] [added: 9.](#i27441e068795479aa45a2b29cb9a3c00_217)] | | | [Changes in and Disagreements with Accountants on Accounting [removed: and](#if83f74baa00f4545bf8c7223ec69db57_214)] [added: and](#i27441e068795479aa45a2b29cb9a3c00_217)] | | | | | |

| | | | [Item [removed: 9A.](#if83f74baa00f4545bf8c7223ec69db57_217)] [added: 9A.](#i27441e068795479aa45a2b29cb9a3c00_220)] | | | [Controls and [removed: Procedures](#if83f74baa00f4545bf8c7223ec69db57_217)] [added: Procedures](#i27441e068795479aa45a2b29cb9a3c00_220)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_217)[91](#if83f74baa00f4545bf8c7223ec69db57_217)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_220)[92](#i27441e068795479aa45a2b29cb9a3c00_220)] | | |

| | | | [Item [removed: 9B.](#if83f74baa00f4545bf8c7223ec69db57_220)] [added: 9B.](#i27441e068795479aa45a2b29cb9a3c00_223)] | | | [Other [removed: Information](#if83f74baa00f4545bf8c7223ec69db57_220)] [added: Information](#i27441e068795479aa45a2b29cb9a3c00_223)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_220)[92](#if83f74baa00f4545bf8c7223ec69db57_220)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_223)[93](#i27441e068795479aa45a2b29cb9a3c00_223)] | | |

| | | | [Item [removed: 9C.](#if83f74baa00f4545bf8c7223ec69db57_223)] [added: 9C.](#i27441e068795479aa45a2b29cb9a3c00_226)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#if83f74baa00f4545bf8c7223ec69db57_223)] [added: Inspections](#i27441e068795479aa45a2b29cb9a3c00_226)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_223)[92](#if83f74baa00f4545bf8c7223ec69db57_223)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_226)[93](#i27441e068795479aa45a2b29cb9a3c00_226)] | | |

| [Part [removed: III.](#if83f74baa00f4545bf8c7223ec69db57_226)] [added: III.](#i27441e068795479aa45a2b29cb9a3c00_229)] | | | [Item [removed: 10.](#if83f74baa00f4545bf8c7223ec69db57_229)] [added: 10.](#i27441e068795479aa45a2b29cb9a3c00_232)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#if83f74baa00f4545bf8c7223ec69db57_229)] [added: Governance](#i27441e068795479aa45a2b29cb9a3c00_232)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_229)[93](#if83f74baa00f4545bf8c7223ec69db57_229)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_232)[94](#i27441e068795479aa45a2b29cb9a3c00_232)] | | |

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| | | | [Item [removed: 12.](#if83f74baa00f4545bf8c7223ec69db57_235)] [added: 12.](#i27441e068795479aa45a2b29cb9a3c00_238)] | | | [Security Ownership of Certain Beneficial Owners and [removed: Management](#if83f74baa00f4545bf8c7223ec69db57_235)] [added: Management](#i27441e068795479aa45a2b29cb9a3c00_238)] | | | | | |

| | | | | | | [and Related Stockholder [removed: Matters](#if83f74baa00f4545bf8c7223ec69db57_235)] [added: Matters](#i27441e068795479aa45a2b29cb9a3c00_238)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_235)[94](#if83f74baa00f4545bf8c7223ec69db57_235)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_238)[95](#i27441e068795479aa45a2b29cb9a3c00_238)] | | |

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| [Part [removed: IV.](#if83f74baa00f4545bf8c7223ec69db57_244)] [added: IV.](#i27441e068795479aa45a2b29cb9a3c00_247)] | | | [Item [removed: 15.](#if83f74baa00f4545bf8c7223ec69db57_247)] [added: 15.](#i27441e068795479aa45a2b29cb9a3c00_250)] | | | [Exhibits and Financial Statement [removed: Schedules](#if83f74baa00f4545bf8c7223ec69db57_247)] [added: Schedules](#i27441e068795479aa45a2b29cb9a3c00_250)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_247)[97](#if83f74baa00f4545bf8c7223ec69db57_247)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_250)[98](#i27441e068795479aa45a2b29cb9a3c00_250)] | | |

| | | | [Item [removed: 16.](#if83f74baa00f4545bf8c7223ec69db57_250)] [added: 16.](#i27441e068795479aa45a2b29cb9a3c00_253)] | | | [Form 10-K [removed: Summary](#if83f74baa00f4545bf8c7223ec69db57_250)] [added: Summary](#i27441e068795479aa45a2b29cb9a3c00_253)] | | | [removed: K[106](#if83f74baa00f4545bf8c7223ec69db57_250)] [added: K[107](#i27441e068795479aa45a2b29cb9a3c00_253)] | | |

| | | | | | | [Financial Disclosure](#i27441e068795479aa45a2b29cb9a3c00_217) | | | [K](#i27441e068795479aa45a2b29cb9a3c00_217)[92](#i27441e068795479aa45a2b29cb9a3c00_217) | | |

| | | | | | | [Power of Attorney](#i27441e068795479aa45a2b29cb9a3c00_256) | | | [K](#i27441e068795479aa45a2b29cb9a3c00_256)[108](#i27441e068795479aa45a2b29cb9a3c00_256) | | |

| | | | | | | [Signatures](#i27441e068795479aa45a2b29cb9a3c00_259) | | | [K](#i27441e068795479aa45a2b29cb9a3c00_259)[108](#i27441e068795479aa45a2b29cb9a3c00_259) | | |

| | | | | | | [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) | | |

Based on the NIST CSF, our processes to identify, assess, [added: manage,] and [removed: manage] [added: govern] material risks from cybersecurity threats includes the following:

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

We employ multiple service providers from time to time to perform periodic reviews and evaluations of our cybersecurity framework, the results of which are provided to and reviewed with management, with appropriate reporting to the [removed: Finance and Risk Management Committee (F&RM Committee) of the] Board.

As a result of these prior events, and given the potential risks that a technology outage or cybersecurity event would result in a materially adverse effect on our results of operations, financial condition, reputation, or business, we have conducted and will continue conducting, internal and third-party assessments of information technology and [removed: cybersecurity vulnerabilities, information technology resiliency, and our related processes and procedures, so that we can continue to identify and address key cybersecurity risks.]

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

The [removed: F&RM Committee] [added: Board] receives periodic reports from the CIDO [added: and CISO] 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.

Regular updates are also provided to the [removed: F&RM Committee] [added: Board] regarding all material or potentially material cybersecurity incidents, including root causes, and identification of and progress towards, remediation activities through completion.

The Board receives [removed: 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 CIDO [added: and CISO] highlighting the emerging threat landscape, our progress executing on our defensive cybersecurity strategy, and a review of our cybersecurity incident investigation and response processes.

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

Such individual has [removed: significant relevant experience in the area, including] over [removed: 27] [added: 20] years of [removed: technology] experience in [removed: various industries with 17 years focused on information] [added: critical infrastructure] security, [removed: as well as] [added: including] significant experience working [removed: closely] with government agencies [removed: including] [added: such as] the Federal Bureau of Investigation, the Transportation Security Agency, and the Department of Homeland Security.

As noted above, our technology risk working group, comprised of leaders across the information technology, information security, and law departments, including our CIDO, [removed: SDIS,] [added: 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.

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

The [removed: SDIS,] [added: CISO,] 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 [removed: CEO,] [added: Chief Executive Officer (CEO),] and our Chief Legal Officer, who in turn notify the [removed: Chairs] [added: Chair] of the [removed: Board and the F&RM Committee.][added: Board.]

The Board is promptly notified prior to filing any 8-K disclosing any material or potentially material cybersecurity incidents, with the [removed: F&RM Committee provided] [added: CIDO and CISO providing the Board with] further updates regarding root causes and remediation efforts.

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

Govern

We govern cybersecurity risk by establishing and maintaining the policies, processes, and oversight mechanisms that define how risk is identified, assessed, and managed across the enterprise.

Governance ensures that roles, responsibilities, and decision-making authority are clearly articulated and aligned with organizational objectives, regulatory requirements, and risk appetite.

Through governance, we embed accountability and transparency into our cybersecurity program, enabling informed prioritization of resources and consistent execution of risk management practices.

K22

cybersecurity vulnerabilities, information technology resiliency, and our related processes and procedures, so that we can continue to identify and address key cybersecurity risks.

K23

K19

K20

The following table sets forth certain information, at February 1, [removed: 2025,] [added: 2026,] relating to our officers.

| Mark R. George, [removed: 57,] [added: 58,] 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, [removed: 50,] [added: 51,] 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, [removed: 61,] [added: 62,] 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. | | |

| Claude E. Elkins, Jr., [removed: 59,] [added: 60,] Executive Vice President and Chief [removed: Marketing] [added: Commercial] Officer | | | Present position since December 1, 2021. Served as Vice President Industrial Products from April 1, 2018 to December 1, 2021. | | |

| Jason A. Zampi, [removed: 50,] [added: 51,] 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. | | |

| Claiborne L. Moore, [removed: 45,] [added: 46,] 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. | | |

K24

K25

K22

| | | | | | |

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

K23

Common Stock is owned by [removed: 18,025] [added: 17,030] stockholders of record as of December 31, [removed: 2024,] [added: 2025,] and is traded on the New York Stock Exchange under the symbol “NSC.”

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

| Total | | | | | | [removed: 478] [added: —] | | | | | | | | | | | | — | | | | | | | | |

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

As of December 31, [removed: 2024, $6.9] [added: 2025, $6.3] billion remains authorized for repurchase, until such amount is exhausted.

| October 1-31, 2025 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 6,339,415,156 | |

| November 1-30, 2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,339,415,156 | | |

| December 1-31, 2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,339,415,156 | | |

With limited exceptions, the Merger Agreement prohibits repurchases of our Common Stock without Union Pacific’s consent.

As a result, we suspended repurchases upon entering into the Merger Agreement.

| 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 | | |

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

K26

K24

| [Report of [removed: Management](#if83f74baa00f4545bf8c7223ec69db57_133)] [added: Management](#i27441e068795479aa45a2b29cb9a3c00_133)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_133)[42](#if83f74baa00f4545bf8c7223ec69db57_133)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_133)[45](#i27441e068795479aa45a2b29cb9a3c00_133)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#if83f74baa00f4545bf8c7223ec69db57_136)] [added: Firm](#i27441e068795479aa45a2b29cb9a3c00_136)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_136)[43](#if83f74baa00f4545bf8c7223ec69db57_136)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_136)[46](#i27441e068795479aa45a2b29cb9a3c00_136)] | | |

| [Consolidated Statements of [removed: Income](#if83f74baa00f4545bf8c7223ec69db57_142)] [added: Income](#i27441e068795479aa45a2b29cb9a3c00_142)] [Years ended December 31, [removed: 202](#if83f74baa00f4545bf8c7223ec69db57_142)[4](#if83f74baa00f4545bf8c7223ec69db57_142)[, 202](#if83f74baa00f4545bf8c7223ec69db57_142)[3](#if83f74baa00f4545bf8c7223ec69db57_142)[,] [added: 202](#i27441e068795479aa45a2b29cb9a3c00_142)[5](#i27441e068795479aa45a2b29cb9a3c00_142)[, 202](#i27441e068795479aa45a2b29cb9a3c00_142)[4](#i27441e068795479aa45a2b29cb9a3c00_142)[,] and [removed: 202](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)] [added: 202](#i27441e068795479aa45a2b29cb9a3c00_142)[3](#i27441e068795479aa45a2b29cb9a3c00_142)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_142)[46](#if83f74baa00f4545bf8c7223ec69db57_142)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_142)[49](#i27441e068795479aa45a2b29cb9a3c00_142)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#if83f74baa00f4545bf8c7223ec69db57_145)] [added: Income](#i27441e068795479aa45a2b29cb9a3c00_145)] [Years ended December [removed: 31,](#if83f74baa00f4545bf8c7223ec69db57_145) [202](#if83f74baa00f4545bf8c7223ec69db57_142)[4](#if83f74baa00f4545bf8c7223ec69db57_142)[, 202](#if83f74baa00f4545bf8c7223ec69db57_142)[3](#if83f74baa00f4545bf8c7223ec69db57_142)[,] [added: 31,](#i27441e068795479aa45a2b29cb9a3c00_145) [202](#i27441e068795479aa45a2b29cb9a3c00_142)[5](#i27441e068795479aa45a2b29cb9a3c00_142)[, 202](#i27441e068795479aa45a2b29cb9a3c00_142)[4](#i27441e068795479aa45a2b29cb9a3c00_142)[,] and [removed: 202](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)] [added: 202](#i27441e068795479aa45a2b29cb9a3c00_142)[3](#i27441e068795479aa45a2b29cb9a3c00_142)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_145)[47](#if83f74baa00f4545bf8c7223ec69db57_145)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_145)[50](#i27441e068795479aa45a2b29cb9a3c00_145)] | | |

| [Consolidated Balance [removed: Sheets](#if83f74baa00f4545bf8c7223ec69db57_148)] [added: Sheets](#i27441e068795479aa45a2b29cb9a3c00_148)] [At December 31, [removed: 202](#if83f74baa00f4545bf8c7223ec69db57_148)[4](#if83f74baa00f4545bf8c7223ec69db57_148)] [added: 202](#i27441e068795479aa45a2b29cb9a3c00_148)[5](#i27441e068795479aa45a2b29cb9a3c00_148)] [and [removed: 202](#if83f74baa00f4545bf8c7223ec69db57_148)[3](#if83f74baa00f4545bf8c7223ec69db57_148)] [added: 202](#i27441e068795479aa45a2b29cb9a3c00_148)[4](#i27441e068795479aa45a2b29cb9a3c00_148)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_148)[48](#if83f74baa00f4545bf8c7223ec69db57_148)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_148)[51](#i27441e068795479aa45a2b29cb9a3c00_148)] | | |

| [Consolidated Statements of Cash [removed: Flows](#if83f74baa00f4545bf8c7223ec69db57_151)] [added: Flows](#i27441e068795479aa45a2b29cb9a3c00_151)] [Years ended December [removed: 31,](#if83f74baa00f4545bf8c7223ec69db57_151) [202](#if83f74baa00f4545bf8c7223ec69db57_142)[4](#if83f74baa00f4545bf8c7223ec69db57_142)[, 202](#if83f74baa00f4545bf8c7223ec69db57_142)[3](#if83f74baa00f4545bf8c7223ec69db57_142)[,] [added: 31,](#i27441e068795479aa45a2b29cb9a3c00_151) [202](#i27441e068795479aa45a2b29cb9a3c00_142)[5](#i27441e068795479aa45a2b29cb9a3c00_142)[, 202](#i27441e068795479aa45a2b29cb9a3c00_142)[4](#i27441e068795479aa45a2b29cb9a3c00_142)[,] and [removed: 202](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)] [added: 202](#i27441e068795479aa45a2b29cb9a3c00_142)[3](#i27441e068795479aa45a2b29cb9a3c00_142)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_151)[49](#if83f74baa00f4545bf8c7223ec69db57_151)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_151)[52](#i27441e068795479aa45a2b29cb9a3c00_151)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#if83f74baa00f4545bf8c7223ec69db57_154)] [added: Equity](#i27441e068795479aa45a2b29cb9a3c00_154)] [Years ended December [removed: 31,](#if83f74baa00f4545bf8c7223ec69db57_154) [202](#if83f74baa00f4545bf8c7223ec69db57_142)[4](#if83f74baa00f4545bf8c7223ec69db57_142)[, 202](#if83f74baa00f4545bf8c7223ec69db57_142)[3](#if83f74baa00f4545bf8c7223ec69db57_142)[,] [added: 31,](#i27441e068795479aa45a2b29cb9a3c00_154) [202](#i27441e068795479aa45a2b29cb9a3c00_142)[5](#i27441e068795479aa45a2b29cb9a3c00_142)[, 202](#i27441e068795479aa45a2b29cb9a3c00_142)[4](#i27441e068795479aa45a2b29cb9a3c00_142)[,] and [removed: 202](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)] [added: 202](#i27441e068795479aa45a2b29cb9a3c00_142)[3](#i27441e068795479aa45a2b29cb9a3c00_142)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_154)[50](#if83f74baa00f4545bf8c7223ec69db57_154)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_154)[53](#i27441e068795479aa45a2b29cb9a3c00_154)] | | |

| [Notes to Consolidated Financial [removed: Statements](#if83f74baa00f4545bf8c7223ec69db57_157)] [added: Statements](#i27441e068795479aa45a2b29cb9a3c00_157)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_157)[51](#if83f74baa00f4545bf8c7223ec69db57_157)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_157)[54](#i27441e068795479aa45a2b29cb9a3c00_157)] | | |

| [Index to Financial Statement Schedules in Item [removed: 15](#if83f74baa00f4545bf8c7223ec69db57_247)] [added: 15](#i27441e068795479aa45a2b29cb9a3c00_250)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_247)[97](#if83f74baa00f4545bf8c7223ec69db57_247)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_250)[98](#i27441e068795479aa45a2b29cb9a3c00_250)] | | |

[removed: February 10, 2025][added: | | | | 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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: 2024.][added: 2025.]

Based on this assessment, management has concluded that we maintained effective internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

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: 2024.][added: 2025.]

We have audited the accompanying consolidated balance sheets of Norfolk Southern Corporation and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company has recorded [removed: $35,831] [added: $36,479] million in net book value of properties at December 31, [removed: 2024] [added: 2025] and has recorded [removed: $2,381] [added: $2,204] million in property additions for the year ended December 31, [removed: 2024.][added: 2025.]

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

| Railway operating revenues | | | $ | [removed: 12,123] [added: 12,180] | | | | | $ | [removed: 12,156] [added: 12,123] | | | | | $ | [removed: 12,745] [added: 12,156] | |

| Compensation and benefits | | | [removed: 2,823] [added: 2,922] | | | | | | [removed: 2,819] [added: 2,823] | | | | | | [removed: 2,621] [added: 2,819] | | |

| Purchased services and rents | | | [removed: 2,048] [added: 2,095] | | | | | | [removed: 2,070] [added: 2,048] | | | | | | [removed: 1,922] [added: 2,070] | | |

| Fuel | | | [removed: 987] [added: 932] | | | | | | [removed: 1,170] [added: 987] | | | | | | [removed: 1,459] [added: 1,170] | | |

| Depreciation | | | [removed: 1,353] [added: 1,393] | | | | | | [removed: 1,298] [added: 1,353] | | | | | | [removed: 1,221] [added: 1,298] | | |

| Materials and other | | | [removed: 333] [added: 634] | | | | | | [removed: 832] [added: 333] | | | | | | [removed: 713] [added: 832] | | |

| Restructuring and other charges | | | [removed: 183] [added: 22] | | | | | | [removed: —] [added: 183] | | | | | | — | | |

| Eastern Ohio incident | | | [removed: 325] [added: (254)] | | | | | | [removed: 1,116] [added: 325] | | | | | | [removed: —] [added: 1,116] | | |

| Total railway operating expenses | | | [removed: 8,052] [added: 7,824] | | | | | | [removed: 9,305] [added: 8,052] | | | | | | [removed: 7,936] [added: 9,305] | | |

| Income from railway operations | | | [removed: 4,071] [added: 4,356] | | | | | | [removed: 2,851] [added: 4,071] | | | | | | [removed: 4,809] [added: 2,851] | | |

| Other income – net | | | [removed: 65] [added: 101] | | | | | | [removed: 191] [added: 65] | | | | | | [removed: 13] [added: 191] | | |

| Interest expense on debt | | | [removed: 807] [added: 792] | | | | | | [removed: 722] [added: 807] | | | | | | [removed: 692] [added: 722] | | |

| Income before income taxes | | | [removed: 3,329] [added: 3,665] | | | | | | [removed: 2,320] [added: 3,329] | | | | | | [removed: 4,130] [added: 2,320] | | |

| Income taxes | | | [removed: 707] [added: 792] | | | | | | [removed: 493] [added: 707] | | | | | | [removed: 860] [added: 493] | | |

| Net income | | | $ | [removed: 2,622] [added: 2,873] | | | | | $ | [removed: 1,827] [added: 2,622] | | | | | $ | [removed: 3,270] [added: 1,827] | |

| Basic | | | $ | [removed: 11.58] [added: 12.76] | | | | | $ | [removed: 8.04] [added: 11.58] | | | | | $ | [removed: 13.92] [added: 8.04] | |

| Diluted | | | [removed: 11.57] [added: 12.75] | | | | | | [removed: 8.02] [added: 11.57] | | | | | | [removed: 13.88] [added: 8.02] | | |

| Pension and other postretirement benefits | | | [removed: 70] [added: 62] | | | | | | [removed: 36] [added: 70] | | | | | | [removed: 51] [added: 36] | | |

| Other comprehensive income of equity investees | | | [removed: 7] [added: 4] | | | | | | [removed: 4] [added: 7] | | | | | | [removed: 17] [added: 4] | | |

| Other comprehensive income, before tax | | | [removed: 77] [added: 66] | | | | | | [removed: 40] [added: 77] | | | | | | [removed: 68] [added: 40] | | |

| other comprehensive income | | | [removed: (19)] [added: (14)] | | | | | | [removed: (9)] [added: (19)] | | | | | | [removed: (17)] [added: (9)] | | |

February 9, 2026

| Merger-related expenses | | | 80 | | | | | | — | | | | | | — | | |

| Depreciation | | | 1,393 | | | | | | 1,353 | | | | | | 1,298 | | |

| $5.40 per share | | | | | | | | | | | | | | | | | | | | | (1,215) | | | | | | (1,215) | | |

| Share repurchases | | | (2) | | | | | | (20) | | | | | | | | | | | | (511) | | | | | | (533) | | |

| Balance at December 31, 2025 | | | $ | 226 | | | | | $ | 2,296 | | | | | $ | (210) | | | | | $ | 13,235 | | | | | $ | 15,547 | |

On July 28, 2025, we entered into a Merger Agreement with Union Pacific, discussed further in Note 2.

| Compensation and benefits | | | 2,922 | | | | | | 2,823 | | | | | | 2,819 | | |

| Fuel | | | 932 | | | | | | 987 | | | | | | 1,170 | | |

| Depreciation | | | 1,393 | | | | | | 1,353 | | | | | | 1,298 | | |

| Merger-related expenses | | | 80 | | | | | | — | | | | | | — | | |

| Total railway operating expenses | | | 7,824 | | | | | | 8,052 | | | | | | 9,305 | | |

| Income from railway operations | | | 4,356 | | | | | | 4,071 | | | | | | 2,851 | | |

| Interest expense on debt | | | 792 | | | | | | 807 | | | | | | 722 | | |

| Income before income taxes | | | 3,665 | | | | | | 3,329 | | | | | | 2,320 | | |

| Net income | | | $ | 2,873 | | | | | $ | 2,622 | | | | | $ | 1,827 | |

information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods.

In September 2025, the FASB issued ASU 2025-06, “*Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software*.” This update revises the recognition guidance for internal-use software by eliminating the previous model based on software development stages and introducing a principles-based approach.

Under the new guidance, capitalization begins when management has authorized and committed to funding the project, and it is probable that the software will be completed and used for its intended purpose.

Merger Agreement

On July 28, 2025, we entered into a Merger Agreement with Union Pacific Corporation, Merger Sub 1, and Merger Sub 2.

The Merger Agreement provides that Union Pacific will acquire the Company in a stock-and-cash transaction whereby (a) Merger Sub 1 will be merged with and into the Company (the “First Merger”), with the Company surviving the First Merger as a direct wholly owned subsidiary of Union Pacific, and (b) immediately following the First Merger, the Company will be merged with and into Merger Sub 2 (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a direct, wholly owned subsidiary of Union Pacific.

At the effective time of the First Merger, each share of Common Stock, par value $1.00 per share, of the Company, issued and outstanding immediately prior to the effective time of the First Merger, subject to certain exclusions set forth in the Merger Agreement, will be converted into the right to receive one share of common stock, par value $2.50 per share, of Union Pacific, and $88.82 in cash without interest.

The consummation of the Mergers is subject to certain conditions, including approval by the STB.

Approval from the shareholders of each company was obtained on November 14, 2025.

Additionally, if the Merger Agreement is terminated under specific circumstances, either we or Union Pacific are required to pay a termination fee of $2.5 billion.

The full text of the Merger Agreement can be found as Exhibit 2.1 in our Current Report on Form 8-K filed with the SEC on July 29, 2025.

During 2025, we incurred $80 million in expenses related to or resulting from the proposed transaction.

These costs, which include costs associated with employee retention agreements, fees to third-party advisors, and expenses for legal services, are recorded in “Merger-related expenses” on the Consolidated Statements of Income.

| | | | | | | 2025 | | | | | | 2024 | | |

Restructuring and other charges in 2025 includes expenses associated with the restructuring of certain technology functions, including severance costs for impacted employees, and the rationalization of certain software development projects that had not been placed into service.

Restructuring and other charges in 2024 includes expenses associated with our voluntary and involuntary separation programs that reduced our management workforce, expenses associated with the rationalization of certain software development projects that had not been placed into service, costs associated with the appointment of our new chief operating officer, and the disposition of an asset class.

We incurred expenses of $22 million and $183 million in 2025 and 2024, respectively.

Both amounts are presented net of federal effects.

On July 4, 2025, the OBBBA was signed into law.

The OBBBA makes permanent or introduces certain changes to the Internal Revenue Code, including 100% bonus depreciation, the deductibility of business interest expense, and expensing of domestic research costs.

FASB ASC 740 “*Income Taxes*” requires that the effect of changes in tax rates and laws be recognized in the period in which the legislation is enacted.

The impact of this change is primarily a reclassification from current to deferred taxes.

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

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

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

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

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

Certain prior year information has been reclassified to conform to current year presentation.

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, “*Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.*” This update requires additional reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses and information used to assess performance.

In 2024, we initiated voluntary and involuntary separation programs to reduce our management workforce.

Through these programs, approximately 350 management employees were separated from service by May 2024.

“Restructuring and other charges” reflects separation payments and other benefits to the impacted management employees and amounted to $69 million.

Additionally, we evaluated the impact of these separation programs on our pension and other postretirement benefit plans, as further discussed in Note 13.

During 2024, we made strategic decisions to cease development of certain technology projects that had not been placed into service and which resulted in a write-down of these assets.

Additionally, we discontinued the use of our Triple Crown Road Railer assets, and, with a planned disposition of the entire asset class, we incurred expenses to reflect these assets at their net realizable value.

As a result, “Restructuring and other charges” includes an additional $79 million of expenses related to these efforts.

In March 2024, we appointed John Orr as Executive Vice President and Chief Operating Officer of the Company.

“Restructuring and other charges” in 2024 also includes $35 million of costs related to this appointment, including an agreement with his previous employer, CPKC, that resulted in a $25 million payment and certain commercial considerations to CPKC in exchange for a waiver of his non-compete provisions.

| State law changes | | | (15) | | | | | | (0.4) | | | | | | — | | | | | | — | | | | | | (136) | | | | | | (3.3) | | |

On July 8, 2022, House Bill 1342 was signed into law in the Commonwealth of Pennsylvania, which reduced its corporate income tax rate from 9.99% to 4.99%, through a series of phased reductions beginning each tax year from January 1, 2023 through January 1, 2031.

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

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

We anticipate that the IRS will complete its examination in 2025.

In January 2025, we repaid all amounts that were borrowed against these policies at December 31, 2024.

| Land | | | $ | 2,439 | | | | | $ | — | | | | | $ | 2,439 | | | | | — | | |

| Rail and other track material | | | 8,011 | | | | | | (2,006) | | | | | | 6,005 | | | | | | 2.41 | | % |

| Ties | | | 6,205 | | | | | | (1,773) | | | | | | 4,432 | | | | | | 3.42 | | % |

| Ballast | | | 3,224 | | | | | | (937) | | | | | | 2,287 | | | | | | 2.80 | | % |

| Other roadway | | | 14,663 | | | | | | (4,290) | | | | | | 10,373 | | | | | | 2.72 | | % |

| Total roadway | | | 32,625 | | | | | | (9,006) | | | | | | 23,619 | | | | | | | | |

| Locomotives | | | 6,091 | | | | | | (2,105) | | | | | | 3,986 | | | | | | 3.64 | | % |

| Freight cars | | | 2,792 | | | | | | (1,037) | | | | | | 1,755 | | | | | | 2.42 | | % |

| Computers and software | | | 1,042 | | | | | | (542) | | | | | | 500 | | | | | | 9.36 | | % |

| Other equipment | | | 1,241 | | | | | | (501) | | | | | | 740 | | | | | | 4.61 | | % |

| Total equipment | | | 11,437 | | | | | | (4,185) | | | | | | 7,252 | | | | | | | | |

| Total properties | | | $ | 46,591 | | | | | $ | (13,265) | | | | | $ | 33,326 | | | | | | | |

the gain recognized as a result of the transaction was $53 million.

9.

| 4.08% maturing to 2029 | | | $ | 2,981 | | | | | $ | 2,981 | |

| 4.33% maturing 2030 to 2034 | | | 2,883 | | | | | | 2,883 | | |

| Total | | | | | | | | | $ | 16,651 | |

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: 2024.][added: 2025.]

Based on such evaluation, our officers have concluded that, at December 31, [removed: 2024,] [added: 2025,] 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: 2024.][added: 2025.]

During the fourth quarter of [removed: 2024,] [added: 2025,] 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.

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K91

None of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 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: 2024.][added: 2025.]

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K92

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: 2025] [added: 2026] 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: 2025] [added: 2026] Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

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K93

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: 2025] [added: 2026] 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: 2024)][added: 2025)]

| not approved by securities holders | | | | | | [removed: 59,266] [added: 22,490] | | | (4) | | | [removed: 96.39] [added: 102.91] | | | | | | 437,746 | | | (6) | | |

(5)Calculated without regard to [removed: 615,643] [added: 656,199] outstanding RSUs and PSUs at December 31, [removed: 2024.][added: 2025.]

For the [removed: 2024] [added: 2025] PSU awards, corporate performance will be based directly on [added: both] return on average capital [removed: invested, with] [added: invested and] total return to stockholders and [removed: revenue growth serving as modifiers, and] will be settled in shares of Common Stock.

| approved by securities holders(2) | | | | | | 945,581 | | | (3) | | | $ | 235.65 | | (5) | | | 6,942,153 | | | | | |

| Total | | | | | | 968,071 | | | | | | | | | | | | 7,379,899 | | | | | |

K96

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

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

K94

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: 2025] [added: 2026] 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: 2025] [added: 2026] Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

K97

K96

| | | | 1. | | | [Index to Financial [removed: Statements](#if83f74baa00f4545bf8c7223ec69db57_130)] [added: Statements](#i27441e068795479aa45a2b29cb9a3c00_130)] | | | | | |

| | | | | | | [Report of [removed: Management](#if83f74baa00f4545bf8c7223ec69db57_133)] [added: Management](#i27441e068795479aa45a2b29cb9a3c00_133)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_133)[42](#if83f74baa00f4545bf8c7223ec69db57_133)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_133)[45](#i27441e068795479aa45a2b29cb9a3c00_133)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#if83f74baa00f4545bf8c7223ec69db57_136)] [added: Firm](#i27441e068795479aa45a2b29cb9a3c00_136)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_136)[43](#if83f74baa00f4545bf8c7223ec69db57_136)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_136)[46](#i27441e068795479aa45a2b29cb9a3c00_136)] | | |

| | | | | | | [Consolidated Statements of Income, Years ended December 31, [removed: 202](#if83f74baa00f4545bf8c7223ec69db57_142)[4](#if83f74baa00f4545bf8c7223ec69db57_142)[, 202](#if83f74baa00f4545bf8c7223ec69db57_142)[3](#if83f74baa00f4545bf8c7223ec69db57_142)[,] [added: 202](#i27441e068795479aa45a2b29cb9a3c00_142)[5](#i27441e068795479aa45a2b29cb9a3c00_142)[, 202](#i27441e068795479aa45a2b29cb9a3c00_142)[4](#i27441e068795479aa45a2b29cb9a3c00_142)[,] and [removed: 202](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)] [added: 202](#i27441e068795479aa45a2b29cb9a3c00_142)[3](#i27441e068795479aa45a2b29cb9a3c00_142)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_142)[46](#if83f74baa00f4545bf8c7223ec69db57_142)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_142)[49](#i27441e068795479aa45a2b29cb9a3c00_142)] | | |

| | | | | | | [Consolidated Statements of Comprehensive Income, Years ended December [removed: 31,](#if83f74baa00f4545bf8c7223ec69db57_145) [202](#if83f74baa00f4545bf8c7223ec69db57_142)[4](#if83f74baa00f4545bf8c7223ec69db57_142)[, 202](#if83f74baa00f4545bf8c7223ec69db57_142)[3](#if83f74baa00f4545bf8c7223ec69db57_142)[,] [added: 31,](#i27441e068795479aa45a2b29cb9a3c00_145) [202](#i27441e068795479aa45a2b29cb9a3c00_142)[5](#i27441e068795479aa45a2b29cb9a3c00_142)[, 202](#i27441e068795479aa45a2b29cb9a3c00_142)[4](#i27441e068795479aa45a2b29cb9a3c00_142)[,] and [removed: 202](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)] [added: 202](#i27441e068795479aa45a2b29cb9a3c00_142)[3](#i27441e068795479aa45a2b29cb9a3c00_142)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_145)[47](#if83f74baa00f4545bf8c7223ec69db57_145)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_145)[50](#i27441e068795479aa45a2b29cb9a3c00_145)] | | |

| | | | | | | [Consolidated Balance Sheets at December 31, [removed: 202](#if83f74baa00f4545bf8c7223ec69db57_148)[4](#if83f74baa00f4545bf8c7223ec69db57_148)] [added: 202](#i27441e068795479aa45a2b29cb9a3c00_148)[5](#i27441e068795479aa45a2b29cb9a3c00_148)] [and [removed: 20](#if83f74baa00f4545bf8c7223ec69db57_148)[23](#if83f74baa00f4545bf8c7223ec69db57_148)] [added: 202](#i27441e068795479aa45a2b29cb9a3c00_148)[4](#i27441e068795479aa45a2b29cb9a3c00_148)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_148)[48](#if83f74baa00f4545bf8c7223ec69db57_148)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_148)[51](#i27441e068795479aa45a2b29cb9a3c00_148)] | | |

| | | | | | | [Consolidated Statements of Cash Flows, Years ended December [removed: 31,](#if83f74baa00f4545bf8c7223ec69db57_151) [202](#if83f74baa00f4545bf8c7223ec69db57_142)[4](#if83f74baa00f4545bf8c7223ec69db57_142)[, 202](#if83f74baa00f4545bf8c7223ec69db57_142)[3](#if83f74baa00f4545bf8c7223ec69db57_142)[,] [added: 31,](#i27441e068795479aa45a2b29cb9a3c00_151) [202](#i27441e068795479aa45a2b29cb9a3c00_142)[5](#i27441e068795479aa45a2b29cb9a3c00_142)[, 202](#i27441e068795479aa45a2b29cb9a3c00_142)[4](#i27441e068795479aa45a2b29cb9a3c00_142)[,] and [removed: 20](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)] [added: 202](#i27441e068795479aa45a2b29cb9a3c00_142)[3](#i27441e068795479aa45a2b29cb9a3c00_142)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_151)[49](#if83f74baa00f4545bf8c7223ec69db57_151)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_151)[52](#i27441e068795479aa45a2b29cb9a3c00_151)] | | |

| | | | | | | [Consolidated Statements of Changes in Stockholders’ Equity, Years ended December [removed: 31,](#if83f74baa00f4545bf8c7223ec69db57_154) [202](#if83f74baa00f4545bf8c7223ec69db57_142)[4](#if83f74baa00f4545bf8c7223ec69db57_142)[, 202](#if83f74baa00f4545bf8c7223ec69db57_142)[3](#if83f74baa00f4545bf8c7223ec69db57_142)[,] [added: 31,](#i27441e068795479aa45a2b29cb9a3c00_154) [202](#i27441e068795479aa45a2b29cb9a3c00_142)[5](#i27441e068795479aa45a2b29cb9a3c00_142)[, 202](#i27441e068795479aa45a2b29cb9a3c00_142)[4](#i27441e068795479aa45a2b29cb9a3c00_142)[,] and [removed: 20](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)[2](#if83f74baa00f4545bf8c7223ec69db57_142)] [added: 202](#i27441e068795479aa45a2b29cb9a3c00_142)[3](#i27441e068795479aa45a2b29cb9a3c00_142)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_154)[50](#if83f74baa00f4545bf8c7223ec69db57_154)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_154)[53](#i27441e068795479aa45a2b29cb9a3c00_154)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#if83f74baa00f4545bf8c7223ec69db57_157)] [added: Statements](#i27441e068795479aa45a2b29cb9a3c00_157)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_157)[51](#if83f74baa00f4545bf8c7223ec69db57_157)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_157)[54](#i27441e068795479aa45a2b29cb9a3c00_157)] | | |

| | | | | | | [Schedule II – Valuation and Qualifying [removed: Accounts](#if83f74baa00f4545bf8c7223ec69db57_259)] [added: Accounts](#i27441e068795479aa45a2b29cb9a3c00_262)] | | | [removed: [K](#if83f74baa00f4545bf8c7223ec69db57_157)[109](#if83f74baa00f4545bf8c7223ec69db57_259)] [added: [K](#i27441e068795479aa45a2b29cb9a3c00_157)[110](#i27441e068795479aa45a2b29cb9a3c00_262)] | | |

| (ii) | | | | | | [The Bylaws of Norfolk Southern 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, 2023. (SEC File No. 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000155278123000329/e23326_ex3-ii.htm) | | | [removed: | | |]

| (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,](https://www.sec.gov/Archives/edgar/data/702165/000070216504000240/indenturesupps.htm) [related] [added: Trustee, related] to the issuance of notes in the principal amount of approximately $451.8 million, is incorporated by reference to Exhibit 4(m) to Norfolk Southern Corporation’s Form 10-Q filed on October 28, 2004. (SEC File No. [removed: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000070216504000240/indenturesupps.htm)[](https://www.sec.gov/Archives/edgar/data/702165/000070216504000240/indenturesupps.htm)] [added: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000070216504000240/indenturesupps.htm)] | | |

| (g) | | | | | | [removed: [Tenth] [added: [Eleventh] Supplemental Indenture, dated as of May 17, 2005, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of [removed: $366.6] [added: $350] million, is incorporated by reference to Exhibit [removed: 99.1] [added: 99.2] to Norfolk Southern Corporation’s Form 8-K filed on May 18, 2005. (SEC File No. [removed: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000095017205001616/nfs99-1.txt)] [added: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000095017205001616/nsc99-2.txt)] | | |

| [removed: (h)] [added: (j)] | | | | | | [removed: [Eleventh] [added: [Second] Supplemental Indenture, dated as of May [removed: 17, 2005,] [added: 23, 2011,] between [removed: Norfolk Southern Corporation] [added: the Registrant] and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of [removed: $350] [added: $400] million, is incorporated by reference to Exhibit [removed: 99.2] [added: 4.1] to Norfolk Southern Corporation’s Form 8-K filed on May [removed: 18, 2005.] [added: 23, 2011.] (SEC File No. [removed: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000095017205001616/nsc99-2.txt)] [added: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000093041311004111/c65771_ex4-1.htm)] | | |

| [removed: (i)] [added: (h)] | | | | | | [Twelfth Supplemental Indenture, dated as of August 26, 2010, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $250 million, is incorporated by reference to Exhibit 4.2 to Norfolk Southern Corporation’s Form 8-K filed on August 26, 2010. (SEC File No. 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000134100410001466/ex4-2.htm) | | |

| [removed: (j)] [added: (i)] | | | | | | [Indenture, dated as of June 1, 2009, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on June 1, 2009. (SEC File No. 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000070216509000093/indenture1.htm#_Toc225825437) | | |

| (k) | | | | | | [removed: [Second Supplemental Indenture,] [added: [Indenture,] dated as of [removed: May 23,] [added: September 14,] 2011, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of [removed: $400 million,] [added: $595,504,000,] is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on [removed: May 23,] [added: September 15,] 2011. (SEC File No. [removed: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000093041311004111/c65771_ex4-1.htm)] [added: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000134100411001747/ex4-1.htm)] | | |

| (l) | | | | | | [removed: [Indenture,] [added: [Third Supplemental Indenture,] dated as of September 14, 2011, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of [removed: $595,504,000,] [added: $4,492,000,] is incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to Norfolk Southern Corporation’s Form 8-K filed on September 15, 2011. (SEC File No. [removed: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000134100411001747/ex4-1.htm)] [added: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000134100411001747/ex4-2.htm)] | | |

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

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

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

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

| [removed: (q)] [added: (t)] | | | | | | [Third Supplemental Indenture, dated as of [removed: August 13, 2013,] [added: June 3, 2016,] between the Registrant and U.S. Bank [removed: Trust] National Association, as Trustee, [removed: related to the issuance of notes in the principal amount of $500,000,000,] is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on [removed: August 13, 2013.] [added: June 3, 2016.] (SEC File No. [removed: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000134100413000854/ex4-1.htm)] [added: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000119312516612078/d179976dex41.htm)] | | |

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

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

| [removed: (t)] [added: (s)] | | | | | | [Second Supplemental Indenture, dated as of November 3, 2015, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on November 3, 2015. (SEC File No. 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000119312515364209/d50915dex41.htm) | | |

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

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

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

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

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

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

| (aa) | | | | | | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated as of [removed: May 8,] [added: November 4,] 2019, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on [removed: May 8, 2019] [added: November 4, 2019.] (SEC File No. [removed: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000119312519141116/d734455dex41.htm)] [added: 001-08339)](https://www.sec.gov/Archives/edgar/data/702165/000119312519283315/d800741dex41.htm)] | | |