Norfolk Southern

2024 ANNUAL REPORT
N O R FO L K  S O U T H E R N  C O R P O R AT I O N
2024 ANNUAL REPORT

42%
97%
1 Our 2024 financial results include gains on railway line sales ($433M 
benefit to railway operating expense), restructuring and other charges 
($183M expense to railway operating expense and a $20M benefit to other 
income-net), the Eastern Ohio incident ($325M expense to railway operating 
expense), shareholder advisory costs ($59M expense to other income-net), 
and a deferred tax adjustment ($27M benefit to deferred income taxes). 
Our 2023 financial results includes $1.1 billion of expenses related to the 
Eastern Ohio incident. For purposes of period-over-period comparability, 
2024 and 2023 results for income from railway operations, net income, net 
income per share – diluted, dividend payout ratio, and operating ratio have 
been adjusted to exclude these charges, and are considered non-GAAP 
financial measures. The 2024 and 2023 dividend payout ratios are dividends 
paid ($1,221M and $1,225M, respectively) as a percentage of net income 
($2,684M and $2,673M, respectively), as compared to a 47% (2024) and 
67% (2023) dividend payout ratios using net income under GAAP ($2,622M 
and $1,827M, respectively). For more information, see the “Non-GAAP 
Reconciliation for 2024 and 2023” on pages K26 and K27 of our Annual 
Report on Form 10-K.
2 	Free cash flow is considered a non-GAAP financial measure and is a measure 
of cash available for other investing and financing activities, including 
payment of dividends, repurchases of common stock, and repayments of 
debt. Management believes that this non-GAAP financial measure provides 
useful supplemental information to investors regarding our ability to 
generate cash flows after taking into consideration cash necessary to cover 
operations and maintain and grow our capital base. Net cash provided by 
operating activities is a GAAP measure. Free cash flow ($1,671M) is net cash 
provided by operating activities ($4,052M) reduced by payments for property 
additions ($2,381M), excluding our acquisition of assets of CSR.
3	This graph compares the cumulative shareholder returns on Norfolk Southern 
Corporation common stock with the other identified indices. It assumes an 
investment of $100 in NSC common stock and each index on Dec. 31, 2019, 
and that all dividends were reinvested over the five-year period, ending 
Dec. 31, 2024. Data furnished by Bloomberg Financial Markets.
FOR THE YEAR 
(dollars in millions, except per-share amounts)
2024
2023
2022
Railway operating revenues
$ 12,123
$ 12,156
$ 12,745
Income from railway operations 
(as adjusted for both 2024 and 2023)1
$ 4,146
$ 3,967
$ 4,809
Net income 
(as adjusted for both 2024 and 2023)1
$ 2,684
$ 2,673
$ 3,270
     Per share – diluted 
     (as adjusted for both 2024 and 2023)1
$ 11.85
$
11.74
$ 13.88
Dividends per share
$
5.40
$
5.40
$
4.96
Dividend payout ratio 
(as adjusted for both 2024 and 2023)1
45%
46%
36%
Net cash provided by operating activities
$ 4,052
$ 3,179
$ 4,222
Property additions
$ 2,381
$ 2,327
$ 1,948
Acquisition of assets of CSR
$ 1,643
$
22
$
̶
Free cash flow2
$ 1,671
$
852
$ 2,274
AT YEAR END
Total assets
$ 43,682 
$ 41,652 
$ 38,885
Total debt 
$ 17,206
$ 17,179
$ 15,182
Shareholders’ equity
$ 14,306
$ 12,781
$ 12,733
Shares outstanding (millions)
226.3
225.7
228.1
FINANCIAL RATIOS
Operating Ratio1
65.8%
67.4%
62.3%
Debt-to-total-capitalization ratio
54.6%
57.3%
54.4%
Railway Operating 
Revenues 
(in millions)
$12,156
$12,123
$12,745
2024     2023    2022
Income from Railway 
Operations
(as adjusted for 2024 and 2023)1 
(in millions)
$3,967
$4,146
$4,809
Free Cash Flow2 
(in millions)
$852
$1,671
$2,274
2024     2023     2022
2024     2023    2022
$	250
$	200
$	 150
$	 100
$	 50
$	
0
12/2019 	
12/2020 	
12/2021 	
12/2022 	
12/2023 	
12/2024
Total Shareholder Returns3 
(in dollars)
  Norfolk Southern Corp. Common Stock 
  S&P Railroad Stock Price Index 
  S&P Composite ― 500 Stock Price Index
FINANCIAL HIGHLIGHTS 
Norfolk Southern Corporation & Subsidiaries 
ABOUT NORFOLK SOUTHERN
Since 1827, Norfolk Southern 
Corporation (NYSE: NSC) and its 
predecessor companies have safely 
moved the goods and materials that drive 
the U.S. economy. Today, it operates a 
22-state freight transportation network. 
Committed to furthering sustainability, 
Norfolk Southern helps its customers 
avoid approximately 15 million tons of 
yearly carbon emissions by shipping 
via rail. Its dedicated team members 
deliver approximately 7 million carloads 
annually, from agriculture to consumer 
goods. Norfolk Southern also has the 
most extensive intermodal network in the 
eastern U.S. It 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 across the Gulf Coast 
and Great Lakes. Learn more by visiting 
www.NorfolkSouthern.com.
34%

FELLOW SHAREHOLDER,
2024 was a year of transformation and progress for 
Norfolk Southern. Our network is fluid, our terminals 
are operating efficiently, and service levels are at all-time 
highs. Our customers are noticing and rewarding us 
with more business. We have momentum on all fronts — 
safety, operations, customer trust, and finances — 
and every Norfolk Southern employee worked 
hard to deliver these results. It’s energizing 
to see what we’re achieving together with 
an aligned leadership team and engaged 
employees at every level. We are well 
positioned to build on our success 
and consistently deliver competitive 
results for our stakeholders.
NORFOLK SOUTHERN 2024 Annual Report    /   1

GOVERNANCE AND LEADERSHIP 
TRANSFORMATION
Since the start of 2024, we have welcomed 
seven new Board members, and elected a new 
Board Chair and new Chairs of the Human 
Capital Management and Compensation and 
Governance and Nominating committees. 
Each brings extensive knowledge from a variety 
of backgrounds, including transportation, 
regulatory affairs, governance, as well as 
executive leadership. These changes have 
enhanced our Board’s ability to hold 
management accountable while providing 
strategic oversight that drives improved 
operational and financial performance. 
Additionally, our new senior management 
team — including a new CEO, CFO, COO, 
CHRO, CLO, and CIDO — has brought a 
disciplined focus to operational improvements, 
productivity, and process enhancements. 
SAFETY AND OPERATIONAL 
EXCELLENCE
Safety is a core value. In 2024, we reduced 
our FRA-reportable mainline train accident 
rate by more than 40% to an industry-leading 
level. We also launched an ongoing series of 
safety leadership training events, equipping 
leaders across the company with skills and 
expertise to strengthen our safety culture. 
We continued to invest in technology to 
augment the work of our railroaders, including 
doubling the number of autonomous track 
inspection locomotives, installing five new 
digital train inspection portals, and adding more 
than 130 new hot bearing detector systems 
across our network. We also trained more than 
5,600 first responders in 2024 through our 
Operation Awareness & Response program.
Operational excellence with a strong safety 
foundation isn’t just a goal; it’s our commitment 
to our stakeholders and a launch point for 
growth. We continue to implement principles 
of Total Quality Management, including a focus 
on relentless root cause analysis to optimize 
2    /   NORFOLK SOUTHERN 2024 Annual Report      

network performance, enhance service 
reliability, and deliver measurable 
improvements. And we did deliver. 
We accelerated our entire network, 
improving our network train 
speed by 10% year-over-year, 
with merchandise train speed 
improving 11% and unit train speed 
improving 17% in our last quarter. 
We also improved intermodal 
train efficiency by 3.1% in our last 
quarter, even as our team handled 
7% more parcel volume per 
day. The Norfolk Southern team 
delivered a perfect peak season 
with zero controllable failures. 
We also drove meaningful 
cost efficiencies — delivering 
a $292 million year-over-year 
improvement in productivity and 
cost take-out. Our commitment to operational 
excellence translated into a 160-basis-point 
adjusted operating ratio improvement, 
exceeding our 100- to 150-basis-point 
guidance despite slightly lower revenues. 
Our metrics show a strong productivity 
story, driven by disciplined execution and 
continuous improvement.
This year also tested our resilience, and we 
proved our ability to navigate challenges. 
When the Port of Baltimore temporarily shut 
down, we worked swiftly with customers to 
reroute traffic to Norfolk, ensuring supply chain 
continuity. In the wake of Hurricane Helene, our 
team cleared more than 15,000 fallen trees and 
restored key routes within 72 hours. Our team 
also showed resolve and nimbleness in the 
face of potential work stoppages at East Coast 
ports, proactively implementing contingency 
plans and communicating with customers well 
in advance to continue serving their business. 
These moments reinforced our ability to safely 
manage through difficulties and minimize 
customer impact. 
INDUSTRIAL DEVELOPMENT 
AND GROWTH
Industrial development remains a strong driver 
of growth along our network. In 2024, we 
advanced more than 140 projects representing 
$4.3 billion in customer investment. Our project 
pipeline remains robust, with activity in steel 
and metals production, renewable fuels, energy, 
and food processing and production that will 
drive future freight volume growth. 
We look forward to advancing our culture and 
high-performing organization with confidence 
that we can propel our business to new heights 
and deliver top-tier results in the years ahead. 
Norfolk Southern is on the move and, together, 
we are building a stronger, more reliable railroad 
to power our nation’s economy.
	
	
Sincerely,
NORFOLK SOUTHERN 2024 Annual Report    /   3

RICHARD H. 
ANDERSON
PHILIP S. 
DAVIDSON
BOARD OF DIRECTORS
Independent 
Director Since: 2024
Committees:
•	 Executive
•	 Finance and Risk 
Management
•	 Human Capital 
Management and 
Compensation (Chair)
transformative and key strategic changes, 
including formative mergers and acquisitions, 
post-bankruptcy recovery, and a major 
recession. Mr. Anderson currently serves 
as a Director of Cargill Inc.
Key Skills and Expertise:
CEO/Executive Leadership, Strategic 
Planning, Operational Oversight, 
Transportation and Logistics, Human 
Resources and Compensation, Governmental 
and Stakeholder Relations, Governance/
Board, Information Technology, Marketing 
and Customer Experience, Finance and 
Accounting, Environmental and Sustainability, 
Risk Management, and Safety.
Independent 
Director Since: 2023
Committees:
•	 Finance and Risk 
Management
•	 Safety
the implementation of new training and 
assessment processes. He founded Davidson 
Strategies, LLC, a management, technical, 
and strategic advisory firm. Mr. Davidson 
currently serves as Director of Par 
Pacific Holdings, Inc. (NYSE: PARR) and 
AeroVironment, Inc. (NASDAQ: AVAV).
Key Skills and Expertise: 
Safety, Operational Oversight, Governmental 
and Stakeholder Relations, Strategic 
Planning, Risk Management, CEO/Executive 
Leadership, Governance/Board, and 
Information Technology.
Career Highlights:
Commissioner William Clyburn has 
more than 30 years of experience in the 
transportation field and the railroad 
industry. Mr. Clyburn served as a 
Commissioner and Vice Chairman on 
the Surface Transportation Board (STB), 
an independent federal agency charged 
primarily with the economic regulation 
of the railroad industry, from 1998 to 
2001. His decision-making and regulatory 
work directly impacted the operations 
of national and international rail lines and 
continue to impact the railroad industry 
today. He has worked in all three branches 
of the government. He served as Commerce 
Counsel to former U.S. Senator Chuck Robb 
from Virginia, overseeing all transportation 
matters for the Senator, from 1995 to 1998. 
WILLIAM 
CLYBURN, JR.
Independent 
Director Since: 2024
Committees:
•	 Governance and 
Nominating
•	 Safety
He also served as the transportation counsel 
to the U.S. Senate Commerce Subcommittee 
on Surface Transportation, which had 
jurisdiction over the statutory framework 
that created the STB, from 1993 to 1995. 
Mr. Clyburn is the founder and Chief 
Executive Officer of Clyburn Consulting, 
LLC, a public policy consulting firm that 
advises clients in the transportation, 
telecommunications, and public health 
and safety industries.
Key Skills and Expertise:
Operational Oversight, Safety, Governmental 
and Stakeholder Relations, CEO/
Executive Leadership, Governance/Board, 
Environmental and Sustainability, Strategic 
Planning, and Transportation and Logistics.
Career Highlights:
Mr. Anderson’s significant executive 
leadership experience in the 
transportation industry spans over 
two decades, including his roles as 
President and Chief Executive Officer 
of Amtrak, Chief Executive Officer 
of Delta Air Lines (NYSE: DAL), and 
Chief Executive Officer of Northwest 
Airlines. This extensive experience 
allows him to provide both meaningful 
oversight of senior management as 
well as practical advice to the Board on 
railway and transportation sector issues 
such as operations, safety, strategic 
planning, labor relations, logistics, and 
governmental and stakeholder relations. 
He has also navigated companies through 
Career Highlights:
Admiral Philip Davidson retired from the 
U.S. Navy in 2021, following a distinguished 
military career that spanned nearly 39 
years of service and culminated in his 
appointment in 2018 as a four-star Admiral 
and 25th Commander of the United States 
Indo-Pacific Command (INDOPACOM). 
INDOPACOM is the United States’ oldest 
and largest military combatant command, 
encompassing more than 100 million 
square miles or about 52% of the Earth’s 
surface. Prior to his tenure as Commander 
of INDOPACOM, he led a comprehensive 
review of the Surface Navy’s safety 
protocols that resulted in 
All directors are subject to re-election each year. Information as of February 1, 2025.
4    /   NORFOLK SOUTHERN 2024 Annual Report      

FRANCESCA A. 
DEBIASE
Independent 
Director Since: 2023
Committees:
•	 Audit
•	 Executive
•	 Governance and 
Nominating (Chair)
the revitalization of McDonald’s sustainability 
vision under the platform of Scale for 
Good. Prior to that role, she held various 
accounting, finance, and supply chain 
positions at McDonald’s. She began her 
career at Ernst & Young as an auditor in 
the retail and consumer products practice. 
Ms. DeBiase currently serves as a Director 
of Sysco Corp. (NYSE: SYY).
Key Skills and Expertise:
Operational Oversight, CEO/Executive 
Leadership, Marketing and Customer 
Experience, Transportation and Logistics, 
Environmental and Sustainability, Strategic 
Planning, Finance and Accounting, 
Governance/Board, and Risk Management.
Career Highlights:
Ms. DeBiase is a seasoned supply chain, 
sustainability, and finance executive 
with more than 30 years of global supply 
chain expertise across restaurant, food, 
toys, packaging, logistics, construction, 
real estate, and marketing services. 
From 2020 to 2022, Ms. DeBiase served 
as Executive Vice President and Global 
Chief Supply Chain Officer of McDonald’s 
Corporation (NYSE: MCD). From 2018 to 
2020, she served as Chief Sustainability 
Officer, where she was a champion for 
sustainability across the McDonald’s 
system, working with leaders to embed 
social and environmental goals into 
long-term plans to drive meaningful, 
industry-wide change. Ms. DeBiase led 
MARCELA E. 
DONADIO
Independent 
Director Since: 2016
Committees:
•	 Audit (Chair)
•	 Executive
•	 Governance and 
Nominating
as Director of NOV Inc. (NYSE: NOV) and 
Freeport-McMoRan, Inc. (NYSE: FCX), and 
previously served as Lead Independent 
Director of Marathon Oil Corporation.
Key Skills & Expertise:
CEO/Executive Leadership, Finance 
and Accounting, Governmental and 
Stakeholder Relations, Governance/Board, 
Human Resources and Compensation, 
Risk Management, and Strategic Planning.
Career Highlights:
Ms. Donadio, a certified public accountant 
with nearly 38 years of audit and public 
accounting experience, is a retired partner 
of Ernst & Young LLP, a multinational 
professional services firm. From 2007 until 
her retirement in 2014, Ms. Donadio was 
Americas Oil & Gas Sector Leader, with 
responsibility for one of Ernst & Young’s 
significant industry groups helping set firm 
strategies for oil and gas industry clients 
in the United States and throughout the 
Americas. Ms. Donadio currently serves 
SAMEH 
FAHMY
Independent 
Director Since: 2024
Committees:
•	 Audit
•	 Safety
National Railway Company in various 
leadership roles, including Senior Vice 
President of Engineering, Mechanical and 
Supply Management. Mr. Fahmy previously 
served as a Director of Rumo S.A., a 
Brazilian company mainly focused on 
railway line logistics, from 2017 to 2020.
Key Skills and Expertise:
CEO/Executive Leadership, Finance 
and Accounting, Governance/Board, 
Information Technology, Operational 
Oversight, Risk Management, Safety, 
Strategic Planning, and Transportation 
and Logistics.
Career Highlights:
Mr. Fahmy brings more than three 
decades of experience in the railroad 
industry, most recently serving as 
Executive Vice President of Precision 
Scheduled Railroading at Kansas City 
Southern (KCS) from 2019 to 2021. At 
KCS, Mr. Fahmy led the implementation 
of the company’s precision scheduled 
railroading methodology. From 2017 to 
2019, Mr. Fahmy was a consultant at CSX 
Corporation, where he worked to optimize 
the company’s mechanical and engineering 
departments. Mr. Fahmy previously spent 
three years at GE Transportation in strategy, 
product architecture and pricing. Before 
that, he spent 23 years at Canadian 
MARK R. 
GEORGE
Director Since: 2024
Committees:
•	 Executive
Career Highlights:
Mr. George is President & Chief Executive 
Officer at Norfolk Southern Corporation. 
Prior to his current role, Mr. George served 
as Executive Vice President & Chief 
Financial Officer and first joined the 
company in 2019. In that role, Mr. George 
was responsible for overseeing the 
company’s Finance, Investor Relations, 
Sourcing, and Corporate Strategy teams. 
Prior to joining Norfolk Southern, he held 
successive roles of responsibility across 
multiple commercial and business segments 
of United Technologies Corporation (NYSE: 
UTX) and its subsidiaries, including six years 
in Asia as the regional Chief Financial Officer 
for the Otis Elevator Company (NYSE: OTIS). 
He held roles of increasing responsibility 
and ultimately served as the Global Chief 
Financial Officer for both the Otis Elevator 
Company and the Carrier Corporation 
(NYSE: CARR) from 2008 to 2019. Mr. George 
currently serves as a Director of Trane 
Technologies plc (NYSE: TT).
Key Skills and Expertise:
CEO/Executive Leadership, Finance and 
Accounting, Governance/Board, Governmental 
and Stakeholder Relations, Marketing and 
Customer Experience, Operational Oversight, 
Risk Management, Strategic Planning, and 
Transportation and Logistics.
NORFOLK SOUTHERN 2024 Annual Report    /   5

JOHN C. 
HUFFARD, JR.
CHRISTOPHER T. 
JONES
THOMAS C. 
KELLEHER
Independent 
Director Since: 2020
Committees:
•	 Finance and Risk 
Management
•	 Human Capital 
Management and 
Compensation
Key Skills and Expertise:
Information Technology, Risk Management, 
Finance and Accounting, Operational 
Oversight, Human Resources and 
Compensation, Strategic Planning, 
Governmental and Stakeholder Relations, 
Marketing and Customer Experience, 
CEO/Executive Leadership, and 
Governance/Board.
Independent 
Director Since: 2020
Committees:
•	 Audit
•	 Executive
•	 Safety (Chair)
analyst, communications officer, and 
maintenance officer, retiring as the Chief 
of Maintenance for the Connecticut Air 
National Guard.
Key Skills and Expertise:
Information Technology, Operational 
Oversight, Safety, Governmental and 
Stakeholder Relations, Strategic Planning, 
Risk Management, Environmental 
and Sustainability, CEO/Executive 
Leadership, Finance and Accounting, 
and Governance/Board.
Independent 
Director Since: 2019
Committees:
•	 Executive
•	 Finance and Risk 
Management (Chair)
•	 Human Capital 
Management and 
Compensation
Financial Officer and Co-Head of Corporate 
Strategy from 2007 to early 2010, and 
served as Morgan Stanley’s Head of Global 
Capital Markets from 2006 to 2007.
Key Skills and Expertise:
Finance and Accounting, Strategic Planning, 
Risk Management, Governance/Board, 
Human Resources and Compensation, 
Governmental and Stakeholder Relations, 
CEO/Executive Leadership, and 
Operational Oversight.
Career Highlights:
Mr. Huffard is a Co-Founder and Director 
of Tenable Holdings, Inc. (NASDAQ: TENB), 
a cybersecurity software company. 
Mr. Huffard was a co-founder and served 
as President and Chief Operating Officer 
and a Director of Tenable Network Security, 
Inc., the predecessor to Tenable Holdings, 
Inc. from 2002 to 2018, where he was 
responsible for driving Tenable’s global 
corporate strategy and business operations 
and was instrumental in the venture funding 
and IPO process. From 2018 to 2019, 
Mr. Huffard focused exclusively on business 
operations as Chief Operating Officer of 
Tenable Holdings, Inc. 
Career Highlights:
Dr. Jones served as Corporate 
Vice President and President of the 
Technology Services sector of Northrop 
Grumman Corporation (NYSE: NOC), 
a global aerospace and defense 
technology company, from 2013 
through 2019. Previously, he served as 
Vice President and General Manager 
of Northrop Grumman’s Integrated 
Logistics and Modernization division 
from 2010 through 2012. Dr. Jones also 
served 26 years in the U.S. Air Force, 
including as an engineer, systems 
Career Highlights:
Mr. Kelleher has been Chairman of the 
Board of UBS Group AG (NYSE: UBS) 
since April 2022. Previously, he served as 
President of Morgan Stanley (NYSE: MS), 
a leading global financial services firm, 
from 2016 until his retirement in June 
2019. He also served as Chairman and 
Chief Executive Officer of Morgan Stanley 
Bank, N.A. until June 2019. Previously, 
he was President of Morgan Stanley 
Institutional Securities from 2010 to 2016, 
Chief Executive Officer of Morgan Stanley 
International from 2011 to 2016, Chief 
MARY KATHRYN 
“HEIDI” HEITKAMP
Independent 
Director Since: 2024
Committees:
•	 Governance and 
Nominating
•	 Safety
materials. Prior to that, Senator Heitkamp 
served as North Dakota’s Attorney General, 
and previously as its Tax Commissioner. 
Senator Heitkamp also previously served 
as an attorney with the U.S. Environmental 
Protection Agency. 
Key Skills and Expertise:
Safety, Governmental and Stakeholder 
Relations, Finance and Accounting, 
Environmental and Sustainability, CEO/
Executive Leadership, Governance/Board, 
Risk Management, and Strategic Planning.
Career Highlights:
Senator Heitkamp brings an extensive 
and distinguished public service career 
to Norfolk Southern, including serving 
as the first female Senator elected from 
North Dakota. During her six years in 
the U.S. Senate, Senator Heitkamp was 
known for proactively reaching across 
the aisle to deliver results, including 
introducing the Railroad Emergency 
Services Preparedness, Operational 
Needs, and Safety Evaluation (RESPONSE) 
Act that ensures first responders have the 
training and resources needed to handle 
train derailments involving hazardous 
6    /   NORFOLK SOUTHERN 2024 Annual Report      

CLAUDE 
MONGEAU
LORI J. 
RYERKERK
GILBERT H. 
LAMPHERE
Independent 
Director Since: 2024
Committees:
•	 Finance and Risk 
Management
•	 Human Capital 
Management and 
Compensation
Key Skills and Expertise:
CEO/Executive Leadership, Finance and 
Accounting, Governance/Board, Human 
Resources and Compensation, Operational 
Oversight, Risk Management, Strategic 
Planning, and Transportation and Logistics.
Career Highlights:
Mr. Lamphere is the Chairman of MidRail 
Corp. and the Co-Founder of MidSouth Rail 
Corporation. From 1990 to 1998, he served 
as the Chairman of the Illinois Central 
Railroad. Prior to his career in railroading, 
Mr. Lamphere led four successive, 
operationally focused private equity firms. 
He was the Vice President of Mergers 
& Acquisitions at Morgan Stanley from 
1976 to 1981. Mr. Lamphere previously 
served as a Director of CSX Corporation 
(NASDAQ: CSX), Canadian National Railway 
Company (NYSE: CNI), and Florida East 
Coast Industries.
Independent 
Director Since: 2019
Committees:
•	 Executive (Chair)
Career Highlights:
Mr. Mongeau served as President and Chief 
Executive Officer of Canadian National 
Railway Company (CN) (NYSE: CNI), a North 
American railroad and transportation 
company, from January 2010 to June 2016 
and as a Director of CN from October 
2009 to June 2016. During his 22-year 
career at CN, he also served as Executive 
Vice President and Chief Financial Officer, 
Vice President Strategic and Financial 
Planning, and Vice President Corporate 
Development. Mr. Mongeau currently 
serves as a Director of Cenovus Energy 
(NYSE: CVE) and Toronto-Dominion Bank 
(NYSE: TD).
Key Skills and Expertise:
Transportation and Logistics, CEO/
Executive Leadership, Governmental and 
Stakeholder Relations, Strategic Planning, 
Risk Management, Safety, Environmental 
and Sustainability, Finance and Accounting, 
Operational Oversight, Governance/Board, 
Human Resources and Compensation, and 
Marketing and Customer Experience.
Independent 
Director Since: 2025
Committees:
•	 Governance and 
Nominating
•	 Human Capital 
Management and 
Compensation
Career Highlights:
Ms. Ryerkerk is the former Chairman, 
Chief Executive Officer, and President 
of Celanese Corp. (NYSE: CE), a Fortune 
500 global chemical and specialty 
materials company. Her expertise in 
the energy industry spans more than 30 
years, including serving as Executive Vice 
President of global manufacturing at Shell 
Downstream Inc., and serving in senior 
leadership roles at Hess Corp. (NYSE: HES) 
and ExxonMobil (NYSE: XOM). Ms. Ryerkerk 
currently serves as a Director of Eaton 
Corp. (NYSE: ETN).
Key Skills and Expertise:
CEO/Executive Leadership, Finance 
and Accounting, Governance/Board, 
Governmental and Stakeholder Relations, 
Human Resources and Compensation, 
Environmental and Sustainability, Marketing 
and Customer Experience, Operational 
Oversight, Risk Management, Strategic 
Planning, and Transportation and Logistics.
NORFOLK SOUTHERN 2024 Annual Report    /   7

OFFICERS
MARK R. GEORGE
President & Chief Executive Officer
ANIL BHATT
Executive Vice President & Chief Information 
& Digital Officer
CLAUDE E. ELKINS
Executive Vice President & Chief Commercial Officer
JOHN ORR
Executive Vice President & Chief Operating Officer
JASON A. ZAMPI
Executive Vice President & Chief Financial Officer
ANN A. ADAMS, Ph.D.
Chief Human Resources Officer
TIMOTHY J. LIVINGSTON
Senior Vice President Transportation
MICHAEL R. McCLELLAN
Senior Vice President & Chief Strategy Officer
JASON M. MORRIS
Senior Vice President & Chief Legal Officer
EQUAL EMPLOYMENT 
OPPORTUNITY POLICY
Norfolk Southern Corporation’s 
policy is to comply with all 
applicable laws, regulations, and 
executive orders concerning equal 
opportunity and nondiscrimination. 
The company’s policy is to 
offer employment, training, 
remuneration, advancement, and 
all other privileges of employment 
on the basis of qualification and 
performance regardless of race, 
religion, color, national origin, 
gender, age, status as a covered 
veteran, sexual orientation, 
gender identity, the presence of a 
disability, genetic information, or 
any other legally protected status.
As of March 28, 2025.
BRIAN BARR 
Vice President Mechanical & Chief Mechanical Officer
MICHAEL T. BARR
Vice President Treasurer, Investor Relations 
& Integrated Resource Planning
EDWARD F. BOYLE, JR.
Vice President Engineering
PERRIN C. BRYANT, II
Vice President Human Resources
JOSEPH H. CARPENTER, IV
Vice President Law
JACOB R. ELIUM
Vice President Financial Planning & Analysis
JOHN R. FLEPS
Vice President Safety
JACQUELINE M. GRAY
Vice President Internal Audit
ANGELA D. KOLAR
Vice President & Chief Compliance Officer
STEFAN R. LOEB
Vice President Business Development 
& First and Final Mile Markets
CLAIBORNE L. MOORE
Vice President & Controller
RODNEY D. MOORE
Vice President Transportation
FELISMINA HENRIQUES DE OLIVEIRA
Vice President Enterprise Resources
KATHLEEN C. SMITH
Vice President Industrial Products
DEWAYNE A. SWINDALL 
Vice President Intermodal & Automotive Operations
ELIZABETH TALTON-BUCK
Vice President & Chief Communication Officer
YANNIK THOMAS
Vice President Network Planning & Optimization
SHAWN I. TUREMAN
Vice President Intermodal & Automotive Marketing
FRANK VOYACK
Vice President Government Relations
ROBERT W. WONG
Vice President Labor Relations
J. JEREMY BALLARD
General Counsel Corporate & Corporate Secretary
8    /   NORFOLK SOUTHERN 2024 Annual Report      

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K 
 
☒     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 2024
 
☐      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from ___________ to___________ 
Commission File Number 1-8339 
NORFOLK SOUTHERN CORPORATION 
(Exact name of registrant as specified in its charter)
Virginia
52-1188014
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
650 West Peachtree Street NW
30308-1925
Atlanta, Georgia
(Address of principal executive offices)
(Zip Code)
(855) 667-3655
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Norfolk Southern Corporation Common Stock (Par Value $1.00)
NSC
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ☒  No ☐
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐  No ☒
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 
90 days.  Yes  ☒   No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation 
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☒   No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging 
growth company.  See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 
of the Exchange Act. 
Large accelerated filer  ☒    Accelerated filer ☐   Non-accelerated filer ☐   Smaller reporting company ☐  Emerging growth company ☐ 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised 
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over 
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit 
report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing 
reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any 
of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐   No ☒
 
The aggregate market value of the voting common equity held by non-affiliates at June 30, 2024 was $48,522,427,121 (based on the closing price as quoted on the 
New York Stock Exchange on June 30, 2024).
 
The number of shares outstanding of each of the registrant’s classes of common stock, at January 31, 2025: 226,434,128 (excluding 20,320,777 shares held by the 
registrant’s consolidated subsidiaries).
 
DOCUMENTS INCORPORATED BY REFERENCE:  Portions of the Registrant’s definitive proxy statement to be filed electronically pursuant to Regulation 
14A not later than 120 days after the end of the fiscal year, are incorporated herein by reference in Part III.

TABLE OF CONTENTS
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
 
 
 
Page
Part I.
Items 1 and 2.
Business and Properties
K3
 
Item 1A.
Risk Factors
K11
 
Item 1B.
Unresolved Staff Comments
K19
Item 1C.
Cybersecurity
K19
 
Item 3.
Legal Proceedings
K22
 
Item 4.
Mine Safety Disclosures
K22
 
 
Information About Our Executive Officers
K23
 
 
 
Part II.
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and
 
 
Issuer Purchases of Equity Securities
K24
Item 6.
[Reserved]
K24
 
Item 7.
Management’s Discussion and Analysis of Financial Condition and
 
 
Results of Operations
K25
 
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
K40
 
Item 8.
Financial Statements and Supplementary Data
K41
 
Item 9.
Changes in and Disagreements with Accountants on Accounting and
 
 
Financial Disclosure
K91
 
Item 9A.
Controls and Procedures
K91
 
Item 9B.
Other Information
K92
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
K92
 
 
 
Part III.
Item 10.
Directors, Executive Officers and Corporate Governance
K93
 
Item 11.
Executive Compensation
K93
 
Item 12.
Security Ownership of Certain Beneficial Owners and Management
 
 
and Related Stockholder Matters
K94
 
Item 13.
Certain Relationships and Related Transactions, and Director Independence
K96
 
Item 14.
Principal Accountant Fees and Services
K96
 
 
 
Part IV.
Item 15.
Exhibits and Financial Statement Schedules
K97
 
Item 16.
Form 10-K Summary
K106
 
 
Power of Attorney
K107
 
 
 
 
 
Signatures
K107
K2

PART I
 
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
 
Item 1. Business and Item 2. Properties
 
GENERAL – Norfolk Southern Corporation (Norfolk Southern) is an Atlanta, Georgia-based company that owns a 
major freight railroad, Norfolk Southern Railway Company (NSR).  We were incorporated on July 23, 1980, under 
the laws of the Commonwealth of Virginia.  Our common stock (Common Stock) is listed on the New York Stock 
Exchange (NYSE) under the symbol “NSC.”
 
Unless indicated otherwise, Norfolk Southern Corporation and its subsidiaries, including NSR, are referred to 
collectively as NS, we, us, and our. 
 
We are primarily engaged in the rail transportation of raw materials, intermediate products, and finished goods 
primarily in the Southeast, East, and Midwest and, via interchange with rail carriers, to and from the rest of the 
United States (U.S.).  We also transport overseas freight through several Atlantic and Gulf Coast ports.  We offer 
the most extensive intermodal network in the eastern half of the U.S.
 
We make available free of charge through our website, www.norfolksouthern.com, our annual report on Form 10-K, 
quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as 
reasonably practicable after such material is electronically filed with or furnished to the U.S. Securities and 
Exchange Commission (SEC).  In addition, the following documents are available on our website and in print to any 
shareholder who requests them:
•
Norfolk Southern Corporation Bylaws
•
Charters of the Committees of the Board of Directors
•
Corporate Governance Guidelines
•
Categorical Independence Standards
•
The Thoroughbred Code of Ethics
•
Code of Ethical Conduct for Senior Financial Officers
K3

RAILROAD OPERATIONS – At December 31, 2024, we operated approximately 19,200 route miles in 22 states 
and the District of Columbia.
 
Our system reaches many manufacturing plants, electric generating facilities, mines, distribution centers, transload 
facilities, and other businesses located in our service area.
Corridors with heaviest freight volume:
•
New York City area to Chicago (via Allentown and Pittsburgh)
•
Chicago to Macon (via Cincinnati, Chattanooga, and Atlanta)
•
Central Ohio to Norfolk (via Columbus and Roanoke)
•
Cleveland to Kansas City
•
Birmingham to Meridian
•
Memphis to Chattanooga
K4

The miles operated, which include an exclusive operating agreement for trackage rights over property owned by 
North Carolina Railroad Company, were as follows:
 
 
Mileage Operated at December 31, 2024
Route 
Miles
Second
and
Other
Main
Track
Passing
Track,
Crossovers,
and
Turnouts
Way and
Yard
Switching 
Total 
Owned
 
14,629  
2,826  
1,983  
8,241  
27,679 
Operated under lease, contract, or trackage 
rights
 
4,525  
1,735  
373  
720  
7,353 
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.” 
We operate freight service over lines with significant ongoing Amtrak and commuter passenger operations and 
conduct freight operations over trackage owned or leased by Amtrak, New Jersey Transit, Southeastern 
Pennsylvania Transportation Authority, Metro-North Commuter Railroad Company, Virginia Passenger Rail 
Authority (VPRA), and Michigan Department of Transportation.
The following table sets forth certain statistics relating to our operations for the past five years:
 
 
Years ended December 31,
 
2024
2023
2022
2021
2020
Revenue ton miles (billions)
 
178 
 
176 
 
179 
 
178 
 
164 
Revenue per thousand revenue ton miles
$ 68.09 
$ 69.05 
$ 71.35 
$ 62.56 
$ 59.67 
Revenue ton miles (thousands) per railroad employee
 8,846 
 8,719 
 9,513 
 9,694 
 8,191 
Ratio of railway operating expenses to railway 
operating revenues (railway operating ratio)
66.4%
76.5%
62.3%
60.1%
69.3%
RAILWAY OPERATING REVENUES – Total railway operating revenues were $12.1 billion in 2024.  
Following is an overview of our three commodity groups.  See the discussion of merchandise revenues by major 
commodity group, intermodal revenues, and coal revenues and tonnage in Item 7 “Management’s Discussion and 
Analysis of Financial Condition and Results of Operations.”
 
MERCHANDISE – Our merchandise commodity group is composed of four groupings: 
•
Agriculture, forest and consumer products includes soybeans, wheat, corn, fertilizer, livestock and poultry 
feed, food products, food oils, flour, sweeteners, ethanol, lumber and wood products, pulp board and paper 
products, wood fibers, wood pulp, beverages, and canned goods.
•
Chemicals includes sulfur and related chemicals, petroleum products (including crude oil), chlorine and 
bleaching compounds, plastics, rubber, industrial chemicals, chemical wastes, sand, and natural gas liquids.
•
Metals and construction includes steel, aluminum products, machinery, scrap metals, cement, aggregates, 
minerals, clay, transportation equipment, and items for the U.S. military.
•
Automotive includes finished motor vehicles and automotive parts.
K5

In 2024, we handled 2.3 million merchandise carloads, which accounted for 62% of our total railway operating 
revenues.
INTERMODAL – Our intermodal commodity group consists of shipments moving in domestic and international 
containers and trailers.  These shipments are handled on behalf of intermodal marketing companies, international 
steamship lines, premium customers, and asset-owning companies.  In 2024, we handled 4.1 million intermodal 
units, which accounted for 25% of our total railway operating revenues.
 
COAL – Coal revenues accounted for 13% of our total railway operating revenues in 2024.  We handled 76.7 
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, and on Lake 
Erie.
FREIGHT RATES – Our predominant pricing mechanisms, private contracts and exempt price quotes, are not 
subject to regulation.  In general, market forces are the primary determinant of rail service prices.
 
RAILWAY PROPERTY
 
Our railroad infrastructure makes us capital intensive with net properties of approximately $36 billion on a historical 
cost basis.
Property Additions – Property additions for the past five years were as follows:
 
2024
2023
2022
2021
2020
 
($ in millions)
Road and other property
$ 
1,711 $ 
1,525 $ 
1,345 $ 
1,041 $ 
1,046 
Acquisition of assets of CSR
 
1,643  
22  
—  
—  
— 
Equipment
 
670  
802  
603  
429  
448 
Total
$ 
4,024 $ 
2,349 $ 
1,948 $ 
1,470 $ 
1,494 
Our capital spending and replacement programs are and have been designed to support our ability to provide safe, 
efficient, and reliable rail transportation services.
K6

Equipment – Our equipment includes owned and leased locomotives and railcars; maintenance of way equipment 
and machinery; other equipment and tools used in our shops, offices, and facilities; and vehicles and other 
equipment used for maintenance, transportation, and other activities.  Our equipment includes both owned 
equipment acquired by us and equipment held under lease arrangements.  At December 31, 2024, we owned or 
leased the following revenue generating equipment:
 
Owned
Leased
Total
Capacity of
Equipment
Locomotives:
 
 
 
(Horsepower)
Multiple purpose
 
3,101  
—  
3,101  
12,073,500 
Auxiliary units
 
140  
—  
140  
— 
Switching
 
4  
—  
4  
4,400 
Total locomotives
 
3,245  
—  
3,245  
12,077,900 
Freight cars:
 
 
 
(Tons)
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 
Intermodal equipment:
Chassis
 
39,037  
—  
39,037 
Containers
 
17,443  
—  
17,443 
Total intermodal equipment
 
56,480  
—  
56,480 
 
The following table indicates the number and year built for locomotives and freight cars owned at December 31, 
2024:
 
2024
2023
2022
2021
2020
2015-
2019
2010-
2014
2009 &
Before
Total
Locomotives:
 
 
 
 
 
 
 
 
No. of units
—
—
—
1
10
178
325
2,731
3,245
% of fleet
 —% 
 —% 
 —% 
 —% 
 —% 
 6% 
 10% 
 84% 
 100% 
Freight cars:
 
 
 
 
 
 
 
No. of units
254
1,059
236
—
—
3,505
6,745
20,092
31,891
% of fleet
 1% 
 3% 
 1% 
 —% 
 —% 
 11% 
 21% 
 63% 
 100% 
K7

The following table shows the average age of our owned locomotive and freight car fleets at December 31, 2024 
and information regarding 2024 retirements:
 
 
Locomotives
 
Freight Cars 
Average age – in service
29.6 years
24.2 years
Retirements
61 units
3,937 units
Average age – retired
23.9 years
42.4 years
Track Maintenance – Of the 35,000 total miles of track on which we operate, we are responsible for maintaining 
28,300 miles, with the remainder being operated under trackage rights from other parties responsible for 
maintenance.
Over 85% of the main line trackage (including first, second, third, and branch main tracks, all excluding rail 
operated pursuant to trackage rights) has rail ranging from 131 to 155 pounds per yard with the standard installation 
currently at 136 pounds per yard.  Approximately 40% of our lines, excluding rail operated pursuant to trackage 
rights, carried 20 million or more gross tons per track mile during 2024.  
The following table summarizes several measurements regarding our track roadway additions and replacements 
during the past five years:
 
2024
2023
2022
2021
2020
Track miles of rail installed
 
559  
584  
541  
458  
418 
Miles of track surfaced
 
3,957  
4,013  
4,155  
4,225  
4,785 
Crossties installed (millions)
 
2.1  
2.1  
2.2  
2.0  
1.8 
Traffic Control – Of the 16,200 route miles we dispatch, 11,300 miles are equipped with signalization.  This 
includes 8,500 miles governed by Centralized Traffic Control (CTC) and 2,800 miles utilizing Automatic Block 
Signals.  Within the 8,500 CTC miles, 7,600 miles are controlled wirelessly through our data radio network and 
other infrastructure.
 
ENVIRONMENTAL MATTERS – Compliance with laws and regulations relating to the protection of the 
environment is one of our principal goals.  With the exception of our response to the Eastern Ohio Incident (the 
“Incident” as defined in Note 18) 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 18 in Item 8 
“Notes to Consolidated Financial Statements.” 
 
HUMAN CAPITAL MANAGEMENT
Workforce – We employed an average of 20,200 employees during 2024 and 19,600 employees at the end of 2024.  
Approximately 80% of our railroad employees are covered by collective bargaining agreements with various labor 
unions and referred to as “craft” employees.  See the discussion of “Labor Agreements” in Item 7 “Management’s 
Discussion and Analysis of Financial Condition and Results of Operations.”  The remainder of our workforce is 
composed of management employees.  
 
Safety – Safety is a core value at Norfolk Southern.  We are dedicated to providing employees with a safe 
workplace and the knowledge and tools they need to work safely and return home safely every day.  Our 
commitment to an injury-free workplace is outlined in our Risk Reduction Program, which focuses on safety 
policies and procedures, risk-based hazard management program, safety outreach and communications, technology 
analysis and implementation, and collaboration with craft employees.  Our safety programs, practices, and 
messaging further reinforce the importance of working safely including the imperative to speak up with ideas and 
concerns as well as reinforce the universal authority to stop work if ever unsure or detect a risk that is not 
adequately safeguarded.  We measure employee safety performance through internal metrics such as accidents, 
injuries, and serious injuries per 200,000 employee-hours.  We also use metrics established by the Federal Railroad 
K8

Administration (FRA) to measure FRA-reportable accidents per million train miles and injuries per 200,000 
employee-hours.  Given that safety continues to be a top priority, and the importance of safety among our workforce 
and to our business, our Board of Directors (Board) has a standing Safety Committee that, among other duties, 
reviews, monitors, and evaluates our compliance with our safety programs and practices.
Craft Workforce Levels and Productivity – Maintaining appropriate headcount levels for our craft-employee 
workforce is critical to our on-time and consistent delivery of customers’ goods and operational efficiency goals.  
We manage this human capital metric through forecasting tools designed to ensure the optimal level of staffing to 
meet business demands.  We measure and monitor employee productivity based on various factors, including gross 
ton miles per train and engine employee.
Attracting and Retaining Management Employees – Our talent strategy for management employees is essential 
to attracting strong candidates in a competitive talent environment.  We evaluate the effectiveness of that strategy by 
studying market trends, benchmarking the attractiveness of our employee value proposition, maintaining a 
competitive compensation package, and analyzing retention data.  
We also focus on driving employee engagement, which is key to increasing employee productivity, retention, and 
safety.  We take a data-centric approach, including the use of periodic surveys among employees, to identify new 
initiatives that will help boost engagement and drive business results.  
Employee Development and Training – We provide a range of developmental programs, opportunities, skills, and 
resources for our employees to be successful in their careers.  We provide classroom instruction, hands-on training 
and simulation-based training designed to improve on-the-job effectiveness and safety outcomes.  
We also use modern learning and performance technologies to offer robust professional growth opportunities.  
Through on-demand digital course offerings, custom-built learning paths, and in-person facilitated content, our 
programs provide a holistic and inclusive approach to professional development throughout an employee's career.  
Workplace Experience – As a leading transportation service company, we recognize that success in the global 
marketplace relies on the recruitment and retention of top-tier talent, as well as leveraging the expertise and 
experiences of individuals from all backgrounds.  
In pursuit of this goal, we are dedicated to establishing a workplace where a broad spectrum of identities, 
perspectives, and experiences is not only represented but also valued and empowered to thrive. 
GOVERNMENT REGULATION – In addition to environmental, safety, securities, and other regulations 
generally applicable to all business, our railroads are subject to regulation by the U.S. Surface Transportation Board 
(STB).  The STB has jurisdiction to varying extents over rates, routes, customer access provisions, fuel surcharges, 
conditions of service, and the extension or abandonment of rail lines.  The STB has jurisdiction to determine 
whether we are “revenue adequate” on an annual basis based on the results of the prior year.  A railroad is “revenue 
adequate” on an annual basis under the applicable law when its return on net investment exceeds the rail industry’s 
composite cost of capital.  This determination is made pursuant to a statutory requirement.  The STB also has 
jurisdiction over the consolidation, merger, or acquisition of control of and by rail common carriers. 
 
The relaxation of economic regulation of railroads, following the Staggers Rail Act of 1980, included exemption 
from STB regulation of the rates and most service terms for intermodal business (trailer-on-flat-car, container-on-
flat-car), rail boxcar shipments, lumber, manufactured steel, automobiles, and certain bulk commodities such as 
sand, gravel, pulpwood, and wood chips for paper manufacturing.  Further, all shipments that we have under 
contract are effectively removed from commercial regulation for the duration of the contract.  Approximately 90% 
of our revenues comes from either exempt shipments or shipments moving under transportation contracts; the 
remainder comes from shipments moving under public tariff rates.
 
K9

Efforts have been made over the past several years to increase federal economic regulation of the rail industry, and 
such efforts may continue in 2025.  The Staggers Rail Act of 1980 substantially balanced the interests of shippers 
and rail carriers, and encouraged and enabled rail carriers to innovate, invest in their infrastructure, and compete for 
business, thereby contributing to the economic health of the nation and to the revitalization of the 
industry.  Accordingly, we will continue to oppose efforts to reimpose increased economic regulation. 
Railroads are also subject to the enactment of laws by Congress and regulation by the U.S. Department of 
Transportation (DOT) (including the FRA) and the U.S. Department of Homeland Security (DHS) (including the 
Transportation Security Administration (TSA)), which regulate most aspects of our operations related to safety, 
security, and cybersecurity.  
Government regulations are further discussed within Item 1A “Risk Factors,” and the safety and security of our 
railroads are discussed within the “Security of Operations” section contained herein.
 
COMPETITION – There is continuing strong competition among rail, water, and highway carriers.  Price is 
usually only one factor of importance as shippers and receivers choose a transport mode and specific hauling 
company.  Inventory carrying costs, service reliability, ease of handling, and the desire to avoid loss and damage 
during transit are also important considerations, especially for higher-valued finished goods, machinery, and 
consumer products.  Even for raw materials, semi-finished goods, and work-in-progress, users are increasingly 
sensitive to transport arrangements that minimize problems at successive production stages.
Our primary rail competitor is CSX Corporation (CSX); both we and CSX operate throughout much of the same 
territory.  Other railroads also operate in parts of the territory.  We also compete with motor carriers, water carriers, 
and with shippers who have the additional options of handling their own goods in private carriage, sourcing 
products from different geographic areas, and using substitute products.
 
Certain marketing strategies to expand reach and shipping options among railroads and between railroads and motor 
carriers enable railroads to compete more effectively in specific markets. 
SECURITY OF OPERATIONS – We continue to enhance the security of our rail system.  Our comprehensive 
security plan is modeled on and was developed in conjunction with the security plan prepared by the Association of 
American Railroads (AAR) post September 11, 2001.  The AAR Security Plan defines four Alert Levels and details 
the actions and countermeasures that are being applied across the railroad industry as the risk of terrorist, extremist, 
or seriously disruptive cyber-attack increases or decreases.  The Alert Level actions include countermeasures that 
will be applied in three general areas: (1) operations (including transportation, engineering, and mechanical); (2) 
information technology and communications; and, (3) railroad police.  All of our Operations Division employees 
are advised by their supervisors or train dispatchers, as appropriate, of any change in Alert Level and any additional 
responsibilities they may incur due to such change. 
Our security plan also complies with DOT security regulations pertaining to training and security plans with respect 
to the transportation of hazardous materials.  As part of the plan, security awareness training is given to all railroad 
employees who directly affect hazardous material transportation safety and is integrated into hazardous material 
training programs.  Additionally, location-specific security plans are in place for rail corridors in certain 
metropolitan areas referred to as High Threat Urban Areas (HTUA).  Particular attention is aimed at reducing risk in 
a HTUA by: (1) the establishment of secure storage areas for rail cars carrying toxic-by-inhalation (TIH) materials; 
(2) the expedited movement of trains transporting rail cars carrying TIH materials; (3) reducing the number of 
unattended loaded tank cars carrying TIH materials; and (4) cooperation with federal, state, local, and tribal 
governments to identify those locations where security risks are the highest.  
We also operate four facilities that are under U.S. Coast Guard (USCG) Maritime Security Regulations.  With 
respect to these facilities, each facility’s security plan has been approved by the applicable Captain of the Port and 
remains subject to inspection by the USCG.  
K10

Additionally, we continue to engage in close and regular coordination with numerous federal and state agencies, 
including the DHS, the TSA, the Federal Bureau of Investigation, the FRA, the USCG, U.S. Customs and Border 
Protection, the Department of Defense, and various state Homeland Security offices.  
In 2024, through the Norfolk Southern Operation Awareness and Response Program as well as participation in the 
Transportation Community Awareness and Emergency Response Program, we provided rail accident response 
training to more than 5,500 emergency responders, such as local police and fire personnel, utilizing a combination 
of online training and face-to-face training sessions as well as the Norfolk Southern Safety Train.  We also have 
ongoing programs to sponsor local emergency responders at the Security and Emergency Response Training Center.
We also continually evaluate ourselves for appropriate business continuity and disaster recovery planning, with test 
scenarios that include cybersecurity attacks.  Our risk-based information security program helps ensure our defenses 
and resources are aligned to address the most likely and most damaging potential attacks, to provide support for our 
organizational mission and operational objectives, and to keep us in the best position to detect, mitigate, and recover 
from a wide variety of potential attacks in a timely fashion.  
Item 1A. Risk Factors
The risks set forth in the following risk factors could have a material adverse effect on our financial position, results 
of operations, or liquidity in a particular year or quarter, and could cause those results to differ materially from those 
expressed or implied in our forward-looking statements.  The information set forth in this Item 1A “Risk Factors” 
should be read in conjunction with the rest of the information included in this annual report, including 
Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8 
“Financial Statements and Supplementary Data.”  We have experienced a number of the risks described below in 
connection with the Incident and the Incident Proceedings (defined below).  The risks described below should be 
read in conjunction with the information regarding the Incident and Incident Proceedings provided in Note 18 in 
Item 8 “Notes to Consolidated Financial Statements.”
INCIDENT RISKS
As defined and as further described in Note 18 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 18 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, 
train composition, crew size, or detection systems (collectively, the “Incident Proceedings”).  Set forth below are 
additional risks pertaining to an investment in the Company that are related to the Incident and the Incident 
Proceedings.
The costs, liabilities, fines, penalties, and/or financial impact resulting from or related to the Incident or the 
Incident Proceedings have been significant to date, may exceed expected or accrued amounts, and have and 
can be expected to continue to negatively affect our financial results.  We have incurred and will continue to 
remain subject to incurring significant costs, liabilities, fines, and penalties related to the Incident and the Incident 
Proceedings, including amounts that may have a material adverse effect on our financial position, results of 
operations, or liquidity.  
K11

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 18 in Item 8 “Notes to Consolidated Financial Statements” or other unfavorable or unexpected 
developments or outcomes which could result in our current estimates being insufficient.  These estimated amounts 
also do not include any estimate of loss for specific items for which we believe a loss is either not probable or not 
reasonably estimable for the reasons set forth in Note 18 in Item 8 “Notes to Consolidated Financial Statements.”  
As a result, our currently accrued amounts of estimated liabilities may be insufficient, and any additional, new or 
updated accruals could have a material adverse effect on our results of operations or financial position.
New or additional governmental regulation and/or operational changes resulting from or related to the 
Incident or the Incident Proceedings may negatively impact us, our customers, the rail industry, or the 
markets we serve.  The legislative, regulatory, operational, or other actions taken, protocols adopted (including by 
us), or changes resulting from the Incident or any of the Incident Proceedings may, either individually or in the 
aggregate, have a material adverse effect on us, our customers, the rail industry, or the markets we serve.  We also 
face risks from requirements that may be imposed by the government in resolution of government actions, 
including, for example, restrictions on our methods of operations.  Our inability to comply with the requirements of 
any new or additional laws, regulations, or operating protocols resulting from or related to the Incident or the 
Incident Proceedings may have a material adverse effect on our financial position, results of operations, liquidity, or 
operations.
REGULATORY AND LEGISLATIVE RISKS
Governmental legislation, regulation, and Executive Orders over commercial, operational, tax, safety, 
security, or cybersecurity matters could negatively affect us, our customers, the rail industry, or the markets 
we serve.  Congress can enact laws, agencies can promulgate regulations, and Executive Orders can be issued that 
increase or alter regulation in a way that negatively affects us, our customers, the rail industry, or the markets we 
serve.  Railroads presently are subject to commercial and operational regulation by the STB, which has jurisdiction 
to varying extents over rates, routes, customer access provisions, fuel surcharges, conditions of service, and the 
extension or abandonment of rail lines.  
The STB also has jurisdiction over the consolidation, merger, or acquisition of control of and by rail common 
carriers.  Additional or updated regulation of the rail industry by Congress or the STB, whether under new, existing 
or amended laws or regulations, 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.  Such 
additional or updated industry regulation, as well as enactment of any new or updated tax laws, could also 
negatively impact cash flows from our operating activities and, therefore, result in reduced capital spending on our 
rail network or abandonment of lines.  
Railroads are also subject to the enactment of laws by Congress and regulation by the DOT (including the FRA) and 
the DHS (including the TSA), which regulate many aspects of our operations related to safety, security, and 
cybersecurity.  Additional or updated safety, security, or cybersecurity regulation by Congress, the DOT, or DHS 
could have a negative impact on our business and the efficiency, conduct, or complexity of our operations including 
(but not limited to) increased operating costs, capital expenditures, claims, and litigation. 
Our inability to comply with, or operational practices and costs necessary to adhere to, the requirements of existing 
or updated laws, regulations, or Executive Orders that govern our operations or the rail industry, including but not 
limited to those pertaining to commercial, operational, tax, safety, security, or cybersecurity matters, as such 
requirements may be interpreted or enforced from time to time (such as in connection with a pending regulatory or 
other legal proceedings or lawsuits), could have a material adverse effect on our financial position, results of 
operations, or liquidity.
We are addressing multiple governmental actions as a result of the Incident, as noted in “Incident Risks” above.  
K12

Federal and state environmental laws and regulations could negatively impact us and our operations.  Our 
operations are subject to extensive federal, state and local environmental laws and regulations concerning, among 
other things: emissions to the air; discharges to waterways or groundwater supplies; handling, storage, 
transportation, use, and disposal of waste and other materials; and, the cleanup of hazardous material or petroleum 
releases.  The risk of incurring environmental liability, for acts and omissions, past, present, and future, is inherent 
in the railroad business.  This risk includes property owned by us, whether currently or in the past, that is or has 
been subject to a variety of uses, including our railroad operations and other industrial activity by past owners or our 
past and present tenants.  
Environmental problems that are latent or undisclosed may exist on these properties, and we could incur 
environmental liabilities or costs, the amount and materiality of which cannot be estimated reliably at this time, with 
respect to one or more of these properties.  Moreover, lawsuits and claims involving other unidentified 
environmental sites and matters are likely to arise from time to time.  
Our inability to comply with the extensive federal, state and local environmental laws and regulations to which we 
are subject could result in significant liabilities, fines, or sanctions, including those related to the investigation or 
remediation of known and unknown environmental contamination, or otherwise adversely impact our operations.
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.  
U.S. international trade relationships may adversely impact our customers, our industry, and our business.  
We transport a significant number of shipments that have either been imported into the U.S. or are destined for 
export from the U.S.  Trade discussions and arrangements between the U.S. and various of its trading partners are 
fluid, and existing and future trade agreements are, and are expected to continue to be, subject to a number of 
uncertainties, including the imposition of new tariffs or adjustments and changes to the products covered by existing 
tariffs.  Any decision by the U.S. government to adopt actions such as border taxes on imports, an increase in 
customs duties or tariffs, or the renegotiation of U.S. trade agreements, or any other action that could have a 
negative impact on international trade, including corresponding actions taken by other countries in response to U.S. 
governmental actions, could cause a reduction in the volume of shipments by many of our customers.  Any changes 
in tax and trade policies in the U.S. and corresponding actions by other countries could adversely impact our 
financial performance.
In addition, compliance with any new laws, regulations, or policies with regard to any of the foregoing may increase 
our operating costs or require significant capital expenditures.  Any failure to comply with applicable laws, 
regulations or policies in the U.S. or other countries could result in substantial fines or possible revocation of our 
authority to conduct our operations, which could materially adversely affect us.
K13

OPERATIONAL RISKS
A significant adverse event on our network may significantly impede our ability to operate and serve our 
customers.  The nature of our operations inherently comes with the risk that one or more significant adverse events 
or outages may occur on or impact our network resulting in our inability or restricted ability to provide rail 
transportation services to our customers.  These events include but are not limited to, a mainline accident, a 
hazardous material discharge, a climate-related network outage, or a technology-related network outage.  Any one 
or more of these incidents could expose us to significant operational and managerial challenges, as well as 
reputational damage, requiring a significant amount of time and focus of our Board and management team, as well 
as significant lost revenues, expenses, liabilities, fines, and penalties, including amounts that may have a material 
adverse effect on our financial position, results of operations, or liquidity.  One or more of these events may also 
result in subsequent legislative, regulatory, operational or other responsive actions taken, changes or protocols 
adopted (including by us), or requirements imposed that may, either individually or in the aggregate, have a material 
adverse effect on our financial position, results of operations, liquidity, or operations, or on our customers, the rail 
industry, or the markets we serve.
If we are unable to successfully execute on our strategic initiatives, our business and future results of 
operations may suffer.  Our growth strategy includes increasing the volume of shipments moving through our 
railway networks.  We are reliant on the success of our strategic plans and initiatives to execute on this growth 
strategy, as well as to help offset increasing costs.  These strategic plans include marketing, service, growth, and 
productivity initiatives.  The timely and effective execution of our strategies are dependent upon, among other 
factors, (i) our ability to maintain satisfactory relations with our customers, employees, and other key stakeholders, 
(ii) our ability to effectively control costs, (iii) the progress and success of our safety programs and inspection 
technologies, and (iv) our ability to timely and effectively maintain and upgrade technology systems and other 
infrastructure for our railway networks.  Our failure to successfully execute on our strategic initiatives may expose 
us to a number of risks, including, that our projected volume growth may differ from actual results, and prior capital 
investments based on our projections may contribute to excess capacity that could negatively impact our 
profitability.
As a common carrier by rail, we must offer to transport hazardous materials, which exposes us to significant 
costs and claims.  Transportation of certain hazardous materials or third party-owned equipment (typically used to 
transport such materials) creates risks of significant losses in terms of personal injury and property (including 
environmental) damage and compromises critical parts of our rail network.  The costs of a catastrophic rail accident 
involving hazardous materials or third party-owned equipment could exceed our insurance coverage.  We have 
obtained insurance for potential losses for third-party liability and first-party property damages (see Note 18 in Item 
8 “Notes to Consolidated Financial Statements”); however, insurance is available from a limited number of insurers 
and may not continue to be available or, if available, may not be obtainable on terms acceptable to us.  Any future 
legislation preventing the transportation of hazardous materials through specific cities could have negative impacts 
including increased network congestion and operating costs, reduced operating efficiency, and increased risk of an 
accident involving hazardous materials.
With regard to the risks arising from the transportation of hazardous materials, the Incident and the Incident 
Proceedings have given rise to significant costs to us and impacts on our rail network, as noted in “Incident Risks” 
above.  With respect to third party-owned equipment, the primary risk arises from the potential for a latent defect 
we are unable to identify despite robust safety inspection protocols.
We face competition from other transportation providers.  We are subject to competition from motor carriers, 
railroads and, to a lesser extent, ships, barges, and pipelines, on the basis of transit time, pricing, and quality and 
reliability of service.  While we have primarily used internal resources to build or acquire and maintain our rail 
system, trucks and barges have been able to use public rights-of-way maintained by public entities.  Any future 
improvements, expenditures, legislation, or regulation changing or materially increasing the efficiency or reducing 
the cost of one or more alternative modes of transportation in the regions in which we operate (such as granting 
materially greater latitude for motor carriers with respect to size or weight limitations or adoption and utilization of 
K14

autonomous commercial vehicles) could have a material adverse effect on our ability to compete with other modes 
of transportation.  In addition, our industry continues to evolve, including customer demands for faster transit times 
and increased visibility, and the potential for increased competition (due to growth in the market, competitors with 
improved financial capacity or technology, or business combinations resulting in one or more competitors providing 
a wider variety of services and products at competitive prices) which may, either individually or in the aggregate, 
have a material adverse effect on our business or results of operations.    
Capacity constraints could negatively impact our service and operating efficiency.  We have experienced and 
may again experience capacity constraints on our rail network related to employee or equipment shortages, 
increased demand for rail services, severe weather, congestion on other railroads, including passenger activities, or 
impacts from changes to our network structure or composition.  Such constraints could result in operational 
inefficiencies or adversely affect our operations.  
Significant increases in demand for rail services could result in the unavailability of qualified personnel and 
resources like locomotives.  Changes in workforce demographics, training requirements, and availability of 
qualified personnel, particularly for engineers and conductors, have negatively impacted and may again negatively 
impact our ability to meet short-term demand for rail service.  Unpredicted increases in demand for rail services 
may exacerbate such risks and could negatively impact our operational efficiency.  
Constraints on the supply chain or the operations of carriers with which we interchange may adversely affect 
our operations.  Our ability to provide rail service to our customers depends in large part upon a functioning global 
supply chain and our ability to maintain collaborative relationships with connecting carriers (including shortlines 
and regional railroads) with respect to, among other matters, freight rates, revenue division, car supply and 
locomotive availability, data exchange and communications, reciprocal switching, interchange, and trackage rights.  
Deterioration in the supply chain or service provided by connecting carriers, or in our relationship with those 
connecting carriers, could result in our inability to meet our customers’ demands or require us to use alternate train 
routes, which could result in significant additional costs and network inefficiencies.  Additionally, any significant 
consolidations, mergers, or operational changes among other railroads may alter our market access and reach.  
We may be negatively affected by terrorism or war.  Any terrorist attack, or other similar event, any government 
response thereto, and war or risk of war could cause significant business interruption or other operational 
challenges.  Because we play a critical role in the nation’s transportation system, we could become the target of 
such an attack or have a significant role in the government’s preemptive approach or response to an attack or war.  
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.  In addition, premiums for some or all of our current 
insurance programs covering these losses could increase dramatically, or insurance coverage for certain losses could 
be unavailable to us in the future.  
We may be negatively affected by supply constraints resulting from disruptions in our fuel markets or 
supplier markets.  We consumed approximately 373 million gallons of diesel fuel in 2024.  Fuel availability could 
be affected by limitation in the fuel supply or by imposition of mandatory allocation or rationing regulations.  A 
severe fuel supply shortage arising from production curtailments, increased demand in existing or emerging foreign 
markets, disruption of oil imports, disruption of domestic refinery production, damage to refinery or pipeline 
infrastructure, political unrest, war, or other factors could impact us as well as our customers and other 
transportation companies.  
Due to the capital-intensive nature, as well as the industry-specific requirements of the rail industry, high barriers of 
entry exist for potential new suppliers of core railroad items, such as locomotives and rolling stock equipment.  As a 
result, we are dependent on certain key suppliers and manufacturers of locomotive and railroad items.  Disruption to 
one or more of our key suppliers or manufacturers, including as a result of stopped or restricted production, labor 
stoppage or restriction, or significant supply shortage or outage could negatively impact our operating efficiency 
K15

and increase costs.  Additionally, we compete with other industries for available capacity and raw materials used in 
the production of locomotives and certain track and rolling stock materials.  Changes in the competitive landscapes 
of these limited supplier markets could also result in significantly increased prices or material shortages. 
We may be negatively affected by energy prices.  Fuel and energy costs have a significant impact on our 
operations.  Volatility in energy prices could have a significant effect on a variety of items including, but not limited 
to: the economy; demand for transportation services; business related to the energy sector, including crude oil, 
natural gas, and coal; fuel prices; and, fuel surcharges, each of which could have a material impact on our business 
and results of operations.  In addition, we may also experience a disruption in energy supplies as a result of new or 
increased regulation, as a result of war or geopolitical conflicts, weather-related events or natural disasters, or other 
factors beyond our control, which could have a material adverse effect on our business.  
Pandemics, epidemics, or endemic diseases could further negatively impact us, our customers, our supply 
chain, and our operations.  The magnitude and duration of a pandemic, epidemic, or endemic disease, and its 
impact on our customers and general economic conditions can influence the demand for our services and affect our 
revenues.  In addition, such outbreaks could affect our operations and business continuity if a significant number of 
our essential employees, overall or in a key location, are unable to work from contraction of or exposure to the 
disease or if governmental orders prevent our employees or critical suppliers from working.  To the extent such 
diseases adversely affect our business and financial results, they may also have the effect of heightening many of 
the other risks described in the risk factors included herein or may affect our operating and financial results in a 
manner that is not presently known to us.  
Our business is capital intensive, and we must make capital decisions based upon expectations of future usage 
of our assets.  We make significant investments in our railroad infrastructure, including railroad property, track 
infrastructure, locomotives, freight cars, intermodal equipment, technology, and other assets to support our network, 
much of which is costly and requires significant capital outlay.  The amount and timing of capital investments 
depend on various factors, including expectations of future carload traffic.  In many cases, we must make advance 
commitments to purchase or modify equipment prior to such equipment being needed.  As a result, we must predict 
volume levels and other requirements and make commitments based on those projections.  A significant variance in 
our expectations or projections could result in too much or too little equipment relative to our actual needs and 
volumes, thereby negatively impacting our operations or financial results. 
TECHNOLOGY RISKS
A significant cybersecurity incident or other disruption to our technology infrastructure resulting from 
internal and external threats could disrupt our business operations.  To conduct business, we extensively rely 
on information and operational technology systems.  The threat landscape is vast, with potential attacks from 
cybercriminals, nation-states, state-sponsored actors and others including, but not limited to, service denials, 
unauthorized access, compromised equipment or rolling stock, extortion, or theft of data or money.  As a result, our 
business continuity and disaster recovery plans and activities may not be sufficient for all eventualities, resulting in 
the potential for a data breach or significant service or operational disruption or failure involving one or more 
information or operational technology systems operated by us or under control of third parties, including computer 
hardware, software, cloud services and transportation and communications equipment.  Such failures or disruptions 
can adversely impact our business by, among other things, preventing intercompany communications and disrupting 
operations that may result in direct or indirect monetary losses, damage to equipment or property, or loss of 
confidence in corporate competency.  Any one or more of these events could have a material adverse effect on our 
results of operations, financial position, or operations.  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 disruption to our service 
in the future.  In addition, while we have previously experienced technology outages and cybersecurity events that 
have impacted our systems and service, future events may result in more significant impacts to our operations, 
reputation or financial results.  These potentially impactful future events could include service disruptions, 
unauthorized access to our systems, viruses, ransomware, and/or the compromise, acquisition, or destruction of our 
K16

data.  We also could be impacted by cybersecurity events targeting third parties that we rely on for business 
operations, including third party vendors that have access to our systems or data and third parties who provide 
services and are in our supply chain.  Such a direct or indirect cybersecurity incident could interrupt our service, 
cause safety failures or operational difficulties, decrease revenues, increase operating costs, impact our efficiency, 
damage our corporate reputation, and/or expose us to litigation or government action or increased regulation, which 
could result in penalties, fines or judgments.  In addition, our failure to comply with or adhere to privacy-related or 
data protection laws and regulations could result in government investigations and proceedings against us, or 
litigation, resulting in adverse reputational impacts, penalties, and legal liability.
Our business may be seriously harmed if we fail to develop, implement, maintain, upgrade, enhance, protect 
and integrate our information or operational technology systems.  If we fail to develop, acquire or implement 
new technology, or otherwise fail to maintain, protect or integrate our information or operational technology 
systems, we may suffer a competitive disadvantage within the rail industry and with companies providing 
alternative modes of transportation service.  The techniques used by cybersecurity threat actors to obtain 
unauthorized access, disable or degrade service or sabotage systems change frequently, as data breaches and other 
cybersecurity events have become increasingly commonplace.  Consequently, these techniques may be difficult to 
detect and cybersecurity events are therefore increasingly difficult to prevent.  The rapid evolution and increased 
adoption of emerging technologies, such as artificial intelligence and machine learning, may make it more difficult 
to anticipate cybersecurity threats and implement adequate protective countermeasures.  If we fail to adequately 
develop or maintain our information or operational technology systems or cybersecurity infrastructure, we may 
become increasingly vulnerable to cybersecurity events, or other breaches or disruptions to our information or 
operational technology systems.
LITIGATION RISKS
We may be subject to various claims and lawsuits that could result in significant expenditures.  The nature of 
our business exposes us to the potential for various claims and litigation related to labor and employment, personal 
injury, commercial disputes, freight loss and other property damage, and other matters.  Job-related personal injury 
and occupational claims are subject to the Federal Employer’s Liability Act (FELA), which is applicable only to 
railroads.  FELA’s fault-based tort system produces results that are unpredictable and inconsistent as compared with 
a no-fault worker’s compensation system.  The variability inherent in this system could result in actual costs being 
different from the liability recorded.  
A catastrophic rail accident, whether on our lines or another carrier’s, involving any or all of release of hazardous 
materials, freight loss, property damage, personal injury, and environmental liability could compromise critical parts 
of our rail network.  Losses associated with such an accident involving us could exceed our insurance coverage, 
resulting in a material adverse effect on our financial position or liquidity.  Any material changes to current 
litigation trends could also have a material adverse effect on our financial position or liquidity to the extent not 
covered by insurance.  
We have obtained insurance for potential losses for third-party liability and first-party property damages; however, 
insurance is available from a limited number of insurers and may not continue to be available or, if available, may 
not be obtainable on terms acceptable to us.  
We are incurring significant expenditures as a result of claims and lawsuits arising from the Incident and the related 
Incident Proceedings, as described in “Incident Risks” above.
HUMAN CAPITAL RISKS
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 
K17

efficiently conduct our operations.  Difficulties in recruiting and retaining skilled employees, including train and 
engine workers, key executives, and other skilled professional and technical employees; the 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.  The loss of one or more 
key employees could also result in the depletion of our institutional knowledge base and may result in our inability 
or increased difficulty in successfully transitioning key roles, which could materially adversely impact our business.  
The vast majority of our employees belong to labor unions, and the renegotiation of labor agreements or any 
provisions thereof, or any strikes or work stoppages (including any entered into in connection with any such 
negotiations), could adversely affect our operations.  Approximately 80% of our railroad employees are covered 
by collective bargaining agreements with various labor unions.  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.  Future national labor 
agreements, or renegotiation of labor agreements or provisions of labor agreements, could significantly increase our 
costs for health care, wages, and other benefits.  In addition, if our craft employees were to engage in or threaten a 
strike, work stoppage, or other slowdown, including in connection with the renegotiation of any collective 
bargaining agreements or any provisions thereof, we could experience a significant disruption in our operations, 
customer base, or belief in our ability to provide consistent service, thereby adversely affecting our operations or 
ability to provide services. 
CLIMATE CHANGE RISKS
Severe weather and disasters have caused, and could again cause, significant business interruptions and 
expenditures.  Severe weather conditions and other natural phenomena resulting from changing weather patterns 
and rising sea levels or other causes, including hurricanes, floods, fires, landslides, extreme temperatures, significant 
precipitation, and earthquakes, have caused, and may again cause damage to our network, our workforce to be 
unavailable, and us to be unable to use our equipment, or otherwise cause significant interruptions to our operations.  
Additionally, shifts in weather patterns caused by climate change are expected to increase the frequency, severity, or 
duration of certain adverse weather conditions, which could cause more significant business interruptions that result 
in increased costs, increased liabilities, and decreased revenues.  Our inability to quickly and effectively restore 
operations following adverse weather and disasters could materially impact our business and results of operations.  
To the extent such weather events or natural disasters become more frequent or severe, disruptions to our business 
and those of our customers and costs to repair damaged property and equipment or maintain or resume operations 
could increase.  Furthermore, climate change may contribute to an increase in the incidence and severity of natural 
disasters and adverse weather conditions and reduce the availability or increase the cost of insurance for such 
events.
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.  
MACROECONOMIC AND MARKET RISKS
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, 
K18

including reduced import and export volumes, could affect the producers and consumers of the freight we carry.  
Recessionary economic cycles and downturns in customers’ business cycles, especially in market segments and 
industries where we have a significant concentration of customers, may substantially reduce our volumes, and lead 
to excess capacity in the industry, resulting in pressure on rates we are able to obtain for our services.  Economic 
conditions could also result in bankruptcies of one or more of our customers.  Changes in general economic 
conditions are beyond our control, and it may be difficult for us to adjust our business model.  We are impacted by 
industrial production, inflation, unemployment, and consumer spending.  We have been and may in the future be, 
materially impacted by adverse developments in these aspects of the economy.
The state of capital markets could adversely affect our liquidity.  We rely on the capital markets to provide 
some of our capital requirements, including the issuance of debt instruments and the sale of certain receivables.  
Significant instability or disruptions of the capital markets, including the credit markets, or deterioration of our 
financial position due to internal or external factors could restrict or eliminate our access to, and/or significantly 
increase the cost of, various financing sources, including bank credit facilities and issuance of corporate bonds.  
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 
from accessing external sources of short- and long-term debt financing and/or significantly increase the associated 
costs.
Item 1B. Unresolved Staff Comments
 
None.
Item 1C. Cybersecurity
CYBERSECURITY RISK MANAGEMENT AND STRATEGY  
Process
We use a multi-layered defensive cybersecurity strategy based on the cyber security framework drafted by the U.S. 
Department of Commerce's National Institute of Standards and Technology (NIST).  The NIST Cybersecurity 
Framework (NIST CSF) is a voluntary framework of best practices to identify, protect, detect, respond to, and 
recover from cybersecurity matters.  Based on the NIST CSF, our processes to identify, assess, and manage material 
risks from cybersecurity threats includes the following:
Identify
We identify risks from cybersecurity threats by first developing and maintaining an understanding of those 
assets essential to our operation and reputation, as well as assets that could provide value to threat actors.  
Any cyber act is considered a potential risk if a threat actor can use it to reduce the value of an asset, reduce 
our ability to utilize or otherwise access the value of an asset, or surreptitiously gain or increase their access 
to an asset or its value.
Assess  
We assess risks from cybersecurity threats by evaluating exposure of our assets to identified cyber risks, as 
well as potential impacts to our operations or reputation from our inability to access or utilize an asset or 
realize its value, or a threat actor’s ability to gain access to an asset or its value.  We further evaluate the 
potential materiality of these risks based on the potential impact to our operations or reputation.
Manage
We mitigate risks from cybersecurity threats by applying multiple layers of defense to ensure we have the 
continued ability to access or utilize an asset or its value, and deny threat actors the ability to gain or 
increase their access to an asset or its value.  We prioritize defensive mechanisms, including administrative, 
procedural, and technical controls, according to their relative cost and reduction in risk based on the NIST 
CSF.
K19

We further monitor, test, assess, and update these processes, including working with government agencies and peers 
to implement practices to guard against an evolving threat environment and to ensure we remain compliant with 
relevant regulatory requirements.
Integration into our Risk Management Framework
Our processes to assess, identify, and manage cybersecurity risks are expressly incorporated into our enterprise risk 
management (ERM) framework.  Technology is one of the five primary risk categories addressed by the ERM 
framework, and cybersecurity is identified as a subcategory of the technology risk.  Our ERM leadership team 
works with the Chief Information and Digital Officer (CIDO), the Senior Director of Information Security (SDIS) 
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.  Our internal ERM leadership meets 
regularly with our technology leadership team to review developments in our technology risk profile and works with 
the cybersecurity team to monitor key risk indicators linked to our cybersecurity risks.  Any changes to the threat 
landscape are discussed and considered as adjustments to our risk profile.
Third-Party Engagement
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 Finance and Risk Management Committee (F&RM Committee) of the Board.  These reviews 
encompass a broad range of areas, including information technology system resilience, cybersecurity risk 
assessments, information security program assessments, external threat environment reviews, internal cybersecurity 
policy compliance, and near-term incident response to identify or disconfirm potential involvement of a threat actor.
Oversight of Third-Party Providers
Within our purchasing and third-party vendor management programs, we require all vendors who handle our data as 
well as vendors who provide technology and data services – including hardware, software, staffing, and support – to 
maintain certain security protections including, but not limited to, compliance with applicable data protection laws 
and implementation of administrative, physical, and technical safeguards to protect our data, including how our data 
is stored, accessed, and transmitted.  In addition, all providers within these service categories must execute a data 
security addendum that articulates specific security standards, cybersecurity insurance, and mandatory incident 
reporting protocols applicable to the underlying provision of services.
Risks
Please see Item 1A. Risk Factors – Technology Risks – “A significant cybersecurity incident or other disruption to 
our technology infrastructure resulting from internal and external threats could disrupt our business operations” for 
our disclosures regarding the most pertinent risks we may experience from cybersecurity threats.
As noted therein, regardless of the cause, a significant disruption or failure of one or more information or 
operational technology systems operated by us or under control of third parties can result in service disruptions, 
unauthorized access to our systems, viruses, ransomware, and/or compromise, acquisition, or destruction of our 
data.
Such a direct or indirect cybersecurity incident could interrupt our service, cause safety failures or operational 
difficulties, decrease revenues, increase operating costs, impact our efficiency, damage our corporate reputation, 
and/or expose us to litigation, government action, increased regulation, penalties, fines or judgments, any or all 
which may ultimately have a materially adverse effect on our results of operations, financial condition, reputation, 
and business (including our strategy of operating a resilient freight railroad).
K20

While we have previously experienced technology outages and cybersecurity events that have impacted our systems 
and service, future events may result in more significant impacts to our operations, reputation, or financial results.  
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 
cybersecurity vulnerabilities, information technology resiliency, and our related processes and procedures, so that 
we can continue to identify and address key cybersecurity risks.
CYBERSECURITY GOVERNANCE
Board Oversight
The Norfolk Southern Board, both directly itself and indirectly through the F&RM Committee, has oversight of 
cybersecurity risks.  The F&RM Committee receives periodic reports from the CIDO regarding the primary 
technology risks impacting the company, including risks impacting our information and operational systems, service 
resiliency, cybersecurity risks, and the related threat environment.  Agendas for these periodic updates may be 
further adjusted to address any emerging risks or key topics in greater detail, including emerging regulations, best 
practices, cyber readiness, and third-party assessment results.  Regular updates are also provided to the F&RM 
Committee regarding all material or potentially material cybersecurity incidents, including root causes, and 
identification of and progress towards, remediation activities through completion.
The Board receives a periodic update from the Chair of the F&RM Committee regarding the matters addressed by 
the F&RM Committee, as well as an annual report from the CIDO highlighting the emerging threat landscape, our 
progress executing on our defensive cybersecurity strategy, and a review of our cybersecurity incident investigation 
and response processes.
Management's Role
Our SDIS, reporting to the CIDO, is directly responsible for the assessment, oversight, and management of our 
enterprise-wide cybersecurity strategy and governance.  Such individual has significant relevant experience in the 
area, including over 27 years of technology experience in various industries with 17 years focused on information 
security, as well as significant experience working closely with government agencies including the Federal Bureau 
of Investigation, the Transportation Security Agency, and the Department of Homeland Security.  As noted above, 
our technology risk working group, comprised of leaders across the information technology, information security, 
and law departments, including our CIDO, SDIS, and Data Privacy Officer (DPO), among others, further monitor 
developments in the threat landscape so that key cybersecurity threats impacting the Company continue to be 
identified and prioritized.
Management and Board Reporting
Cybersecurity incidents are reported directly to the SDIS in accordance with the applicable incident response plan.  
The SDIS, together with the DPO, determine incident severity and response, and in turn report material or 
potentially material incidents to our internal 8-K subcommittee (comprised of senior leaders from the law, 
accounting, finance, investor relations, and communications departments), our CEO, and our Chief Legal Officer, 
who in turn notify the Chairs of the Board and the F&RM Committee.  The Board is promptly notified prior to filing 
any 8-K disclosing any material or potentially material cybersecurity incidents, with the F&RM Committee 
provided 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 SDIS and DPO and comprised of other members of management.  
This incident response team also conducts periodic table-top exercises with management to ensure adherence to our 
cybersecurity incident response plan. 
K21

In an effort to deter and detect cyber threats, we also periodically provide all employees with a data protection and 
cybersecurity awareness training program, which covers timely and relevant topics, including phishing, password 
protection, confidential data protection, asset use, and mobile security and further educates employees on the 
importance of and process for reporting all potential incidents immediately.  We also use technology-based tools to 
mitigate cybersecurity risks and to bolster employee-based cybersecurity programs.
Item 3. Legal Proceedings
 
For information on our legal proceedings, see Note 18 “Commitments and Contingencies” in Item 8 “Notes to 
Consolidated Financial Statements.”
Item 4. Mine Safety Disclosures
 
Not applicable.
K22

Information About Our Executive Officers
 
Our executive officers generally are elected and designated annually by the Board at its first meeting held after the 
annual meeting of stockholders, and they hold office until their successors are elected.  Executive officers also may 
be elected and designated throughout the year as the Board considers appropriate.  There are no family relationships 
among our officers, nor any arrangement or understanding between any officer and any other person pursuant to 
which the officer was selected.  The following table sets forth certain information, at February 1, 2025, relating to 
our officers.
 
Name, Age, Present Position
Business Experience During Past Five Years
 
 
Mark R. George, 57,
President and
Chief Executive Officer
Present position since September 11, 2024.
Served as Executive Vice President and Chief Financial Officer from 
November 1, 2019 to September 11, 2024.
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.
 
 
Anil Bhatt, 50,
  Executive Vice President and
  Chief Information and Digital Officer
Present position since August 19, 2024.
Prior to joining Norfolk Southern, served in various positions at 
Elevance Health.  Served as Global Chief Information Officer from 
December 2020 through August 2024 and Senior Vice President & 
Chief Technology Officer from August 2018 to December 2020.
John F. Orr, 61,
Executive Vice President and
Chief Operating Officer
Present position since March 20, 2024. 
Prior to joining Norfolk Southern, served as Executive Vice President, 
Chief Transformation Officer for Canadian Pacific Kansas City 
(CPKC) from April 2023 to March 2024 and Executive Vice President 
of Operations at Kansas City Southern from April 2021 to April 2023.  
Served more than three decades at Canadian National in various 
positions of increasing responsibility across Canada and North 
America, concluding career as Senior Vice President and Chief 
Transportation Officer.
Claude E. Elkins, Jr., 59,
Executive Vice President and
Chief Marketing Officer
Present position since December 1, 2021.
Served as Vice President Industrial Products from April 1, 2018 to 
December 1, 2021.
Jason A. Zampi, 50,
Executive Vice President and 
Chief Financial Officer
Present position since September 24, 2024. 
Served as Senior Vice President Finance and Treasurer from August 
20, 2024 to September 24, 2024.  Served as Vice President of Financial 
Planning and Analysis from June 1, 2020 to September 24, 2024.  
Served as Vice President and Controller from December 16, 2018 to 
June 1, 2020.
 
Claiborne L. Moore, 45,
Vice President and Controller
Present position since March 1, 2022.
Served as Assistant Vice President Corporate Accounting from March 
15, 2019 to March 1, 2022.
K23

PART II
 
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of 
Equity Securities
STOCK INFORMATION
 
Common Stock is owned by 18,025 stockholders of record as of December 31, 2024, and is traded on the New York 
Stock Exchange under the symbol “NSC.”
 
ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total Number
of Shares
(or Units)
Purchased(1)
Average
Price Paid
per Share
(or Unit)
Total
Number of
Shares (or Units)
Purchased as
Part of Publicly
Announced Plans
or Programs(2)
Approximate
Dollar Value
of Shares that 
may yet be
Purchased under 
Publicly 
Announced
Plans or  
Programs(2)
October 1-31, 2024
 
— 
$ 
— 
 
— 
$ 
6,868,152,575 
November 1-30, 2024
 
143 
 
275.52 
 
— 
 
6,868,152,575 
December 1-31, 2024
 
335 
 
233.35 
 
— 
 
6,868,152,575 
Total
 
478  
 
 
—  
 
 
(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).
(2)
On March 29, 2022, our Board of Directors authorized a new program for the repurchase of up to $10.0 billion 
of Common Stock beginning April 1, 2022.  As of December 31, 2024, $6.9 billion remains authorized for 
repurchase, until such amount is exhausted.
Item 6. [Reserved]
K24

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
  
The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements 
and Notes.  Refer to Item 8 “Notes to Consolidated Financial Statements” for all “Note” references.
 
OVERVIEW
Since 1827, Norfolk Southern Corporation and its predecessor companies have safely moved the goods and 
materials that drive the U.S. economy.  Our dedicated team members deliver a wide variety of commodities 
annually for our customers, from agriculture products to consumer goods, and help them reduce carbon emissions 
by shipping via rail.  We have the most extensive intermodal network in the eastern U.S.  Our network serves a 
majority of the country's population and manufacturing base, with connections to every major container port on the 
Atlantic coast as well as major ports in the Gulf of Mexico and Great Lakes. 
 
In 2024, we executed on various initiatives to operate our network more safely and efficiently, better serve our 
customers, and increase productivity in order to deliver improved financial performance.  We enhanced our 
executive leadership team and continued to execute on our strategy of providing high-quality service to our 
customers to enable smart, sustainable growth and delivering on productivity initiatives.  Additionally, we executed 
on several strategic initiatives, including the purchase of the Cincinnati Southern Railway, sales of certain railway 
lines, and completion of targeted rationalization and restructuring efforts, to further advance our organizational 
objectives.  Furthermore, we continued our efforts related to the Eastern Ohio Incident (as defined and further 
described in Note 18 in the Notes to the Consolidated Financial Statements), including the pursuit of recoveries 
under our insurance programs.
Our operational improvements during the year, while handling 5% higher volumes, helped drive improvements to 
income from railway operations, diluted earnings per share, and railway operating ratio (a measure of the amount of 
operating revenues consumed by operating expenses).  For the full year, we achieved an operating ratio of 66.4%, 
and an adjusted operating ratio of 65.8% (see our non-GAAP reconciliations beginning on page K26), both of which 
improved on a year-over-year basis.  We remain committed to being a safe, productive, resilient, and efficient 
railroad with industry-competitive margins.
SUMMARIZED RESULTS OF OPERATIONS
2024
2023
2024
2023
2022
vs. 2023
vs. 2022
 
($ in millions, except per share amounts)
(% change)
Railway operating revenues
$ 
12,123 
$ 
12,156 
$ 
12,745 
 —% 
 (5%) 
Railway operating expenses
$ 
8,052 
$ 
9,305 
$ 
7,936 
 (13%) 
 17% 
Income from railway operations
$ 
4,071 
$ 
2,851 
$ 
4,809 
 43% 
 (41%) 
Net income
$ 
2,622 
$ 
1,827 
$ 
3,270 
 44% 
 (44%) 
Diluted earnings per share
$ 
11.57 
$ 
8.02 
$ 
13.88 
 44% 
 (42%) 
Railway operating ratio (percent)
 
66.4 
 
76.5 
 
62.3 
 (13%) 
 23% 
Income from railway operations, net income and diluted earnings per share increased in 2024 compared to 2023,  
primarily as a result of lower railway operating expenses.  The reduction in our operating expenses includes lower 
net expenses related to the Eastern Ohio Incident and $433 million of gains on the sale of railway lines.  Railway 
operating revenues were slightly lower as decreased fuel surcharge revenue, an adverse mix of traffic, and decreased 
pricing were nearly offset by increased volumes.  Our railway operating ratio improved to 66.4 percent. 
Income from railway operations, net income and diluted earnings per share declined in 2023 compared to 2022, 
driven by expenses incurred with our response efforts to the Incident, lower railway operating revenues, and higher 
K25

non-Incident-related railway operating expenses.  Railway operating revenues declined 5% due to lower average 
revenue per unit, the result of lower fuel surcharge revenue and decreased intermodal storage service revenues 
partially offset by favorable pricing and mix.  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 $136 million deferred tax benefit, a result of an 
enactment of a change in the corporate income tax rate in the Commonwealth of Pennsylvania in 2022.  Railway 
operating ratio deteriorated to 76.5 percent. 
The following tables adjust our 2024 and 2023 U.S. Generally Accepted Accounting Principles (GAAP) financial 
results to exclude gains on railway line sales, restructuring and other charges (including the curtailment gain on our 
other postretirement benefit plan which is included in “Other income – net”), shareholder advisory costs, and a 
deferred income tax adjustment, all which occurred in 2024, as well as the effects of the Incident that were present 
in both years.  The income tax effects of these non-GAAP adjustments were calculated based on the applicable tax 
rates to which the non-GAAP adjustments related.  We use these non-GAAP financial measures internally and 
believe this information provides useful supplemental information to investors to facilitate making period-to-period 
comparisons by excluding these items.  While we believe that these non-GAAP financial measures are useful in 
evaluating our business, this information should be considered as supplemental in nature and is not meant to be 
considered in isolation from, or as a substitute for, the related financial information prepared in accordance with 
GAAP.  In addition, these non-GAAP financial measures may not be the same as similar measures presented by 
other companies.   
Non-GAAP Reconciliation for 2024
Reported 
(GAAP)
Gains on 
Railway 
Line Sales
Restructuring 
and Other 
Charges
Eastern 
Ohio 
Incident
Shareholder 
Advisory 
Costs
Deferred 
Income Tax 
Adjustment
Adjusted 
(non-
GAAP)
($ in millions, except per share amounts)
Railway 
operating 
$ 
8,052 $ 
433 $ 
(183) $ 
(325) $ 
— $ 
— $ 
7,977 
expenses
Income from 
railway 
$ 
4,071 $ 
(433) $ 
183 $ 
325 $ 
— $ 
— $ 
4,146 
operations
Net income
$ 
2,622 $ 
(327) $ 
125 $ 
247 $ 
44 $ 
(27) $ 
2,684 
Diluted earnings $ 
11.57 $ 
(1.44) $ 
0.55 $ 
1.09 $ 
0.20 $ 
(0.12) $ 
11.85 
per share
Railway
operating ratio  
66.4  
3.6  
(1.5)  
(2.7)  
—  
—  
65.8 
(percent)
K26

Non-GAAP Reconciliation for 2023
Reported
(GAAP)
Eastern Ohio 
Incident
Adjusted
(non-GAAP)
($ in millions, except per share amounts)
Railway operating expenses
$ 
9,305 
$ 
(1,116) $ 
8,189 
Income from railway operations
$ 
2,851 
$ 
1,116 
$ 
3,967 
Net income
$ 
1,827 
$ 
846 
$ 
2,673 
Diluted earnings per share
$ 
8.02 
$ 
3.72 
$ 
11.74 
Railway operating ratio (percent)
 
76.5 
 
(9.1)  
67.4 
In the table below, references to 2024 and 2023 results and related comparisons use the adjusted, non-GAAP results 
from the reconciliations in the tables above.
Adjusted 2024 
(Non-GAAP)
Adjusted 2023 
(Non-GAAP)
2022
Adjusted 2024 
(Non-GAAP) 
vs. Adjusted 
2023 (Non-
GAAP)
Adjusted 
2023 (Non-
GAAP) vs. 
2022
 
($ in millions, except per share amounts)
(% change)
Railway operating expenses
$ 
7,977 $ 
8,189 $ 
7,936 
 (3%) 
 3% 
Income from railway operations
$ 
4,146 $ 
3,967 $ 
4,809 
 5% 
 (18%) 
Net income
$ 
2,684 $ 
2,673 $ 
3,270 
 —% 
 (18%) 
Diluted earnings per share
$ 
11.85 $ 
11.74 $ 
13.88 
 1% 
 (15%) 
Railway operating ratio (percent)
 
65.8  
67.4 
 62.3 
 (2%) 
 8% 
On an adjusted basis, income from railway operations 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.  Lower other income-net and 
higher interest expense on debt contributed to net income and diluted earnings per share that were only up slightly 
compared to the prior year.   
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.
K27

DETAILED RESULTS OF OPERATIONS
Railway Operating Revenues
The following tables present a three-year comparison of revenues, volumes (units), and average revenue per unit by 
commodity group.    
Revenues
2024
2023
2024
2023
2022
vs. 2023
vs. 2022
($ in millions)
(% change)
Merchandise:
Agriculture, forest and consumer
    products
$ 
2,521 
$ 
2,530 
$ 
2,493 
 —% 
 1% 
Chemicals
 
2,123 
 
2,054 
 
2,148 
 3% 
 (4%) 
Metals and construction
 
1,682 
 
1,634 
 
1,652 
 3% 
 (1%) 
Automotive
 
1,144 
 
1,135 
 
1,038 
 1% 
 9% 
     Merchandise
 
7,470 
 
7,353 
 
7,331 
 2% 
 —% 
Intermodal
 
3,042 
 
3,090 
 
3,681 
 (2%) 
 (16%) 
Coal
 
1,611 
 
1,713 
 
1,733 
 (6%) 
 (1%) 
 Total
$ 
12,123 
$ 
12,156 
$ 
12,745 
 —% 
 (5%) 
Units
2024
2023
2024
2023
2022
vs. 2023
vs. 2022
(in thousands)
(% change)
Merchandise:
Agriculture, forest and consumer
    products
 
741.7 
 
734.3 
 
723.0 
 1% 
 2% 
Chemicals
 
518.3 
 
515.0 
 
540.1 
 1% 
 (5%) 
Metals and construction
 
641.6 
 
634.1 
 
634.6 
 1% 
 —% 
Automotive
 
362.7 
 
361.5 
 
339.1 
 —% 
 7% 
     Merchandise
 
2,264.3 
 
2,244.9 
 
2,236.8 
 1% 
 —% 
Intermodal
 
4,107.7 
 
3,822.4 
 
3,913.1 
 7% 
 (2%) 
Coal
 
684.8 
 
677.1 
 
684.6 
 1% 
 (1%) 
Total
 
7,056.8 
 
6,744.4 
 
6,834.5 
 5% 
 (1%) 
Revenue per Unit
2024
2023
2024
2023
2022
vs. 2023
vs. 2022
($ per unit)
(% change)
Merchandise:
Agriculture, forest and consumer
    products
$ 
3,399 
$ 
3,445 
$ 
3,448 
 (1%) 
 —% 
Chemicals
 
4,096 
 
3,989 
 
3,978 
 3% 
 —% 
Metals and construction
 
2,621 
 
2,577 
 
2,604 
 2% 
 (1%) 
Automotive
 
3,155 
 
3,140 
 
3,059 
 —% 
 3% 
     Merchandise
 
3,299 
 
3,275 
 
3,277 
 1% 
 —% 
Intermodal
 
740 
 
808 
 
941 
 (8%) 
 (14%) 
Coal
 
2,352 
 
2,530 
 
2,532 
 (7%) 
 —% 
 Total
 
1,718 
 
1,802 
 
1,865 
 (5%) 
 (3%) 
K28

Revenues decreased $33 million in 2024 and $589 million in 2023 compared to the prior years.  Revenues 
decreased in 2024 as a result of lower average revenue per unit, driven by lower fuel surcharge revenue, adverse 
mix, and decreased pricing, partially offset by higher volume.  Revenues declined in 2023 as a result of lower 
average revenue per unit, driven by decreases in fuel surcharge and intermodal storage revenues, and volume 
declines.
The table below reflects the components of the revenue change by major commodity group.  
 2024 vs. 2023
2023 vs. 2022
Increase (Decrease)
Increase (Decrease)
($ in millions)
Merchandise
Intermodal
Coal
Merchandise
Intermodal
Coal
Volume 
$ 
64 $ 
231 $ 
19 $ 
26 $ 
(85) $ 
(19) 
Fuel surcharge
revenue
 
(131)  
(101)  
(29)  
(119)  
(208)  
(23) 
Rate, mix and
other
 
184  
(178)  
(92)  
115  
(298)  
22 
Total
$ 
117 $ 
(48) $ 
(102) $ 
22 $ 
(591) $ 
(20) 
 
Approximately 95% of our revenue base is covered by contracts that include negotiated fuel surcharges.  Fuel 
surcharge revenues totaled $962 million, $1.2 billion, and $1.6 billion in 2024, 2023, and 2022, respectively.  The 
decline in fuel surcharge revenues in each period was primarily driven by fluctuations in fuel commodity prices.
For 2025, we expect that revenue will increase driven by higher volumes.
MERCHANDISE revenues increased in both 2024 and 2023 compared with the prior years.  In 2024, revenues 
rose as volume was higher for all commodity groups and pricing gains more than offset lower fuel surcharge 
revenue.  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.
Agriculture, forest and consumer products revenues decreased slightly in 2024 but increased in 2023 compared 
with the prior years.  In 2024, the decrease was the result of lower average revenue per unit driven by lower fuel 
surcharge revenue, partially offset by increased price, and increased volume.  Increased volume in soybeans, corn, 
and feed were partially offset by lower volume in fertilizers and ethanol.  Soybean volume increased due to spot 
opportunities.  Increased corn and feed volumes were the result of customers shifting from truck to rail service to 
meet market demands.  The decrease in fertilizer volume was driven by lower potash shipments due to customer 
operational issues and cost pressures.  Ethanol volume declined primarily as a result of decreased demand.  In 2023, 
higher revenues were the result of increased volume.  Average revenue per unit was flat, the result of lower fuel 
surcharge revenue offset by pricing gains.  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.  
Chemicals revenues increased in 2024 but decreased in 2023 compared with the prior years.  In 2024, the increase 
in revenues was driven by higher average revenue per unit driven by increased price, partially offset by lower fuel 
surcharge revenue, and volume growth.  Solid waste and organic chemicals volume increased due to stronger 
demand.  These increases were slightly offset by declines in crude oil and petroleum products.  Volume declines in 
crude oil were due to a market share shift, while declines in petroleum were related to the conclusion of a spot 
opportunity handled last year to support a customer during a refinery outage.  In 2023, the decrease was as a result 
K29

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.
Metals and construction revenues were higher in 2024 but lower in 2023 compared with the prior years.  In 2024, 
the increase was driven by higher average revenue per unit due to favorable price, partially offset by lower fuel 
surcharge revenue, and higher volume.  Increased volume was due to higher demand in aggregates, kaolin, 
miscellaneous construction, and scrap metal, partially offset by lower demand for coil steel shipments.  In 2023, the 
decline in revenue was driven by lower average revenue per unit, the result of decreased fuel surcharge revenue 
partially offset by increased price.  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.  
Automotive revenues rose in both 2024 and 2023 compared with the prior years.  The increase in revenues in 2024 
was driven by slightly higher average revenue per unit driven by increased price, partially offset by lower fuel 
surcharge revenue, and slightly higher volume.  Volume increases were due to improvements in equipment 
availability and their cycle time paired with higher demand, mostly offset by reduced production and quality holds 
at certain manufacturers, and extended plant shutdowns.  The increase in revenues in 2023 was driven by increased 
volume and higher average revenue per unit, driven by favorable price.  Volume increases were due to higher 
finished vehicle inventory levels available for rail transportation and improved equipment cycle times.
INTERMODAL revenues decreased in both 2024 and 2023 compared with the prior years.  The decrease in 2024 
was the result of lower average revenue per unit, driven by decreased pricing, lower fuel surcharge revenue, adverse 
mix, and declines in storage service revenues, partially offset by higher volume.  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. 
Intermodal units by market were as follows:
2024
2023
2024
2023
2022
vs. 2023
vs. 2022
 
(units in thousands)
(% change)
Domestic
 
2,500.0  
2,371.6  
2,573.6 
 5% 
 (8%) 
International
 
1,607.7  
1,450.8  
1,339.5 
 11% 
 8% 
Total
 
4,107.7  
3,822.4  
3,913.1 
 7% 
 (2%) 
Domestic volume increased in 2024 but decreased in 2023 compared with the prior years.  In 2024, volume 
increased due to growth in new and existing customers and improved service, partially offset by reduced demand for 
premium shipments.  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 2024 was driven by increased demand, 
growth in existing customers, and increased movements of empty containers.  The increase in 2023 was driven by 
ocean carriers favoring inland point intermodal traffic, partially offset by a decrease in imports. 
K30

COAL revenues decreased in 2024 and 2023 compared with the prior years.  The decrease in 2024 was a result of 
lower average revenue per unit, driven by decreased pricing and lower fuel surcharge revenue, partially offset by 
positive mix and increased volume.  The decrease in 2023 was a result of decreased volumes.  Average revenue per 
unit was flat as lower fuel surcharge revenue and pricing declines were offset by positive mix. 
As shown in the following table, total tonnage increased in 2024 but decreased in 2023 compared to prior years.
 
2024
2023
2024
2023
2022
vs. 2023
vs. 2022
 
(tons in thousands)
(% change)
Utility
 
29,577  
30,419  
35,705 
 (3%) 
 (15%) 
Export
 
33,309  
31,005  
25,887 
 7% 
 20% 
Domestic metallurgical
 
10,088  
11,096  
11,307 
 (9%) 
 (2%) 
Industrial
 
3,728  
3,372  
3,765 
 11% 
 (10%) 
Total
 
76,702  
75,892  
76,664 
 1% 
 (1%) 
Utility coal tonnage decreased in both 2024 and 2023 compared with the prior years.  The decline in 2024 was due 
to reduced demand from continued low natural gas prices and high stockpiles.  The decrease in 2023 was due to low 
natural gas prices, high stockpiles, and unplanned customer outages.
Export coal tonnage increased in both 2024 and 2023 compared with the prior years.  The increase in 2024 was due 
to growth with our customers and increased production.  The increase in 2023 was a result of increased demand and 
coal supply.
 
Domestic metallurgical coal tonnage decreased in both 2024 and 2023 compared with the prior years.  The 
decrease in 2024 was as a result of reduced customer demand.  The decrease in 2023 was due to reduced coke 
shipments resulting from idled customer facilities.
Industrial coal tonnage increased in 2024 but decreased in 2023 compared with the prior years.  The growth in 
2024 was due to higher demand.  The decrease in 2023 was due to reduced coal shipments related to customer 
sourcing changes.
K31

Railway Operating Expenses
Railway operating expenses summarized by major classifications were as follows:
2024
2023
2024
2023
2022
vs. 2023
vs. 2022
 
($ in millions)
(% change)
Compensation and benefits
$ 
2,823 $ 
2,819 $ 
2,621 
 —% 
 8% 
Purchased services
 
1,655  
1,683  
1,565 
 (2%) 
 8% 
Equipment rents
 
393  
387  
357 
 2% 
 8% 
Fuel
 
987  
1,170  
1,459 
 (16%) 
 (20%) 
Depreciation
 
1,353  
1,298  
1,221 
 4% 
 6% 
Materials
 
369  
364  
283 
 1% 
 29% 
Claims
 
237  
242  
270 
 (2%) 
 (10%) 
Other
 
(273)  
226  
160 
 (221%) 
 41% 
Restructuring and other charges
 
183  
—  
— 
Eastern Ohio incident
 
325  
1,116  
— 
 (71%) 
Total
$ 
8,052 $ 
9,305 $ 
7,936 
 (13%) 
 17% 
In 2024, the decline in railway operating expenses reflects lower net expenses related to the Eastern Ohio incident 
(Note 18), higher gains on operating property sales, including certain gains on railway line sales (Note 8), and lower 
fuel prices, partially offset by restructuring and other charges (Note 3), and increased depreciation on our higher 
asset base.  In 2023, expenses increased as we incurred $1.1 billion of costs related to environmental matters and 
legal proceedings resulting from the Incident (Note 18).  Additionally, railway operating expenses reflected higher 
costs due to inflationary pressures, investments in operational resiliency, and higher service-related costs.  Partially 
offsetting these increases were the impacts of lower fuel prices and the absence of retroactive wage increases 
recorded in 2022.
Compensation and benefits increased in 2024, reflecting changes in:
•
pay rates (up $91 million),
•
incentive and stock-based compensation (up $56 million),
•
overtime (down $37 million),
•
employee activity levels (down $68 million), and
•
other (down $38 million).
In 2023, compensation and benefits increased, a result of changes in:
•
employee activity levels (up $138 million),
•
pay rates (up $86 million), 
•
overtime (up $9 million),
•
incentive and stock-based compensation (down $30 million), and
•
other (down $5 million).
Our employment averaged 20,200 in 2024, compared with 20,300 in 2023, and 18,900 in 2022. 
K32

Purchased services includes the costs of services purchased from external vendors and contractors, including the 
net costs of operating joint facilities with other railroads.  The decrease in purchased services in 2024 was due to 
lower lease costs and declines in technology-related and operational expenses, partially offset by higher volume-
related expenses and Conrail-related activity.  The increase in purchased services in 2023 was due to higher 
technology-related costs, increased operational and transportation expenses, and higher engineering activity.
Equipment rents, which includes our cost of using equipment (mostly freight cars) owned by other railroads or 
private owners less the rent paid to us for the use of our equipment, increased in both periods.  In 2024, the increase 
was due to increased automotive and intermodal equipment expenses as a result of higher volumes.  In 2023, the 
increase was due to increased intermodal equipment expenses, higher freight car lease costs, and decreased equity in 
TTX Company's (TTX) earnings.
Fuel expense, which includes the cost of locomotive fuel as well as other fuel used in railway operations, decreased 
in both 2024 and 2023.  The decrease in both periods was due to lower locomotive fuel prices (down 15% in 2024 
and 20% in 2023), which decreased fuel expense by $159 million and $275 million in 2024 and 2023, respectively.  
Locomotive fuel consumption was down in 2024 and nearly flat in 2023 compared to prior periods.  We consumed 
373 million gallons of diesel fuel in 2024, compared with 377 million gallons in 2023 and 376 million gallons in 
2022.  
Depreciation expense increased in both periods compared to the prior years, reflecting reinvestment in our 
infrastructure, rolling stock, and technology. 
Materials expense increased in both 2024 and 2023.  The increase in 2024 was due to higher freight car repairs 
expense, partially offset by lower locomotive materials spending.  The increase in 2023 was due to increased 
locomotive, freight car, and track materials costs.
Claims expense includes costs related to personal injury, property damage, and environmental matters.  Claims 
expense decreased in both 2024 and 2023 compared to the prior years.  The decrease in 2024 is the result of lower 
personal injury case development and declines in lading and property damage expenses.  These were partially offset 
by the absence of a prior-year claims-related recovery and higher insurance costs.  The decrease in 2023 was 
primarily the result of lower personal injury case development, lower costs related to environmental remediation 
matters unrelated to the Incident, and a claims-related recovery. 
Other expense decreased in 2024 primarily due to increased gains from operating property sales, lower non-
income-based taxes, and lower relocation and travel-related expenses.  Gains from operating property sales includes 
$433 million of gains on the sale of railway lines in the states of Virginia and North Carolina.  These transactions 
are described further in Note 8 in the Notes to Consolidated Financial Statements.  The increase in 2023 was 
primarily due to lower gains from operating property sales and increased travel-related expenses.  Gains from 
operating property sales amounted to $490 million, $43 million, and $76 million in 2024, 2023, and 2022, 
respectively.
Restructuring and other charges
In 2024, we recorded $183 million in restructuring and other charges.  During the year, we completed voluntary and 
involuntary separation programs that reduced our management workforce.  Additionally, we ceased development of 
certain technology projects that had not been placed into service.  We also wrote down certain specialized 
equipment to its net realizable value, reflecting the planned disposition of that asset class.  Additionally, we incurred 
costs associated the appointment of our chief operating officer.  See Notes 3 and 13 in the Notes to Consolidated 
Financial Statements for additional information.    
K33

Eastern Ohio incident
During 2024, we incurred net expenses of $325 million associated with the Incident, including additional costs 
associated with environmental matters and legal proceedings.  The total amount recorded in 2024 is net of $650 
million of insurance recoveries, resulting from claims made under our insurance policies in effect at the time of the 
Incident.  During 2023, we recorded $1.1 billion for costs primarily associated with environmental matters and legal 
proceedings.  We recorded $101 million of recoveries from claims made under our insurance policies, which are 
included in the total amount recorded in 2023.  Our cash expenditures attributable to the Incident, net of insurance 
proceeds received, were $119 million and $652 million in 2024 and 2023, respectively, and which are presented in 
“Net cash provided by operating activities” on the Consolidated Statements of Cash Flows.  For further details 
regarding the Incident, see Note 18 in Notes to Consolidated Financial Statements.
Other Income – Net
Other income – net decreased in 2024 but increased in 2023.  The decrease in 2024 reflects costs associated with 
shareholder matters, lower returns on corporate-owned life insurance (COLI), and higher pension and other 
postretirement benefits expense, partially offset by a $20 million curtailment gain on our other postretirement 
benefit plan as a result of our voluntary and involuntary separation programs (Note 3).  The increase in 2023 was 
the result of higher net returns on COLI and increased interest income, partially offset by lower gains from non-
operating property sales.  
Income Taxes
 
The effective income tax rate was 21.2% in 2024, compared with 21.3% in 2023 and 20.8% in 2022.  The current 
year reflects a $15 million deferred income tax benefit due to a change in a state corporate income tax rate and a $27 
million deferred income tax benefit from subsidiary restructuring.  These benefits were partially offset by the 
absence of certain business tax credits recognized in the prior year.  The 2023 effective rate benefited from tax 
credits and higher COLI returns offset by reduced benefits from stock-based compensation.  The effective income 
tax rate in 2022 reflects favorable benefits associated with stock-based compensation and various state law changes 
(Note 5). 
For 2025, we expect an effective income tax rate between 23% and 24%.  
FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES
 
Cash provided by operating activities, our principal source of liquidity, was $4.1 billion in 2024, $3.2 billion in 
2023, and $4.2 billion in 2022.  The increase in 2024 reflects improved operating results.  The decrease in 2023 
reflects lower operating results, offset in part by changes in working capital.  We had negative working capital of 
$357 million at December 31, 2024 and working capital of $639 million at December 31, 2023.  Cash and cash 
equivalents totaled $1.6 billion at both December 31, 2024, and December 31, 2023.  We expect that cash on hand 
combined with cash provided by operating activities will be sufficient to meet our ongoing obligations.  In addition, 
we believe our currently-available borrowing capacity, access to additional financing, ability to reduce shareholder 
distributions, and ability to moderate or defer property additions provide additional flexibility to meet our ongoing 
obligations in the short- and long-term.
K34

Contractual obligations at December 31, 2024, including those that may have material cash requirements, include 
interest on fixed-rate long-term debt, long-term debt (Note 10), unconditional purchase obligations (Note 18), long-
term advances from Conrail Inc. (Conrail) (Note 7), operating leases (Note 11), agreements with Consolidated Rail 
Corporation (CRC) (Note 7), and unrecognized tax benefits (Note 5).
Total
2025
2026 -
2027
2028 -
2029
2030 and
Subsequent
 
($ in millions)
Interest on fixed-rate long-term debt
$ 19,413 $ 
776 $ 1,472 $ 1,383 $ 
15,782 
Long-term debt principal
 18,108  
555  
1,223  
1,212  
15,118 
Unconditional purchase obligations
 
1,225  
519  
455  
95  
156 
Long-term advances from Conrail
 
534  
—  
—  
—  
534 
Operating leases
 
314  
89  
116  
62  
47 
Agreements with CRC
 
209  
47  
94  
68  
— 
Unrecognized tax benefits*
 
82  
—  
—  
—  
82 
Total
$ 39,885 $ 1,986 $ 3,360 $ 2,820 $ 
31,719 
 
*  This amount is shown in the 2030 and Subsequent column because the year of settlement cannot be reasonably 
estimated.
 
Off balance sheet arrangements consist primarily of unrecognized obligations, including future interest payments 
on fixed-rate long-term debt and unconditional purchase obligations, which are included in the table above.  
Additionally, in connection with our ownership of an equity method investment, we have the option to acquire an 
intermodal terminal located in the southern U.S. for an amount that will be determined subsequent to the potential 
exercise of that option.  Our option to purchase the terminal expires in the second quarter of 2025. 
 
Cash used in investing activities was $2.8 billion in 2024, $2.2 billion in 2023, and $1.6 billion in 2022.  The 
increase in 2024 was driven by the acquisition of the assets of the CSR, partially offset by higher borrowings against 
our COLI policies and increased proceeds from property sales.  Please see Note 8 in the Notes to Consolidated 
Financial Statements for additional details on certain railway line sales and a discussion of the acquisition of the 
CSR assets.  In 2023, the increase was primarily driven by higher property additions and lower proceeds from 
property sales.
Capital spending and track and equipment statistics can be found within the “Railway Property” section of Part I of 
this report on Form 10-K.  For 2025, we expect property additions to approximate $2.2 billion.
Cash used in financing activities was $1.2 billion in 2024, while cash provided by financing activities was $115 
million in 2023, and cash used in financing activities was $3.0 billion in 2022.  The increase in cash used in 
financing activities in 2024 reflects lower proceeds from borrowing partially offset by the absence of repurchases of 
Common Stock.  In 2023, the increase in cash provided by financing activities reflects lower repurchases of 
Common Stock and increased proceeds from borrowings, partially offset by higher debt repayments.
We did not repurchase any Common Stock during 2024, while we repurchased $622 million in 2023 and $3.1 
billion in 2022, which resulted in the retirement of 2.8 million and 12.6 million shares in 2023 and 2022, 
respectively.  As of December 31, 2024, $6.9 billion remains authorized by our Board of Directors for repurchase.  
The timing and volume of future share repurchases will be guided by our assessment of market conditions and other 
pertinent factors.  Repurchases may be executed in the open market, through derivatives, accelerated repurchase and 
other negotiated transactions and through plans designed to comply with Rule 10b5-1(c) and Rule 10b-18 under the 
K35

Securities and Exchange Act of 1934.  Any near-term purchases under the program are expected to be made with 
internally-generated cash, cash on hand, or proceeds from borrowings.
In June 2024, we entered into an agreement that provides us the ability to issue up to $800 million of unsecured 
commercial paper and is backed by our credit agreement.  The unsecured short-term commercial paper program 
provides for borrowing at prevailing rates and includes covenants.  At December 31, 2024, we had no outstanding 
commercial paper.  
In May 2024, we renewed our accounts receivable securitization program with a maximum borrowing capacity of 
$400 million.  Amounts under our accounts receivable securitization program are borrowed and repaid from time to 
time in the ordinary course for general corporate and cash management purposes.  The term of our accounts 
receivable securitization program expires in May 2025.  We had no amounts outstanding under this program and 
our available borrowing capacity was $400 million at both December 31, 2024 and December 31, 2023.
In January 2024, we renewed and amended our $800 million credit agreement.  The amended agreement expires in 
January 2029, and provides for borrowings at prevailing rates and includes covenants.  We had no amounts 
outstanding under this facility at either December 31, 2024 or December 31, 2023, and we are in compliance with 
all of its covenants.  
In January 2024, we also entered into a term loan credit agreement that established a 364-day, $1.0 billion, 
unsecured delayed draw term loan facility under which we could borrow for general corporate purposes.  The term 
loan credit agreement provided for borrowing at prevailing rates and included covenants that align with the $800 
million credit agreement.  The term loan expired undrawn in October 2024.
 
In addition, we have investments in general purpose COLI policies and had the ability to borrow against these 
policies.  We had borrowed $605 million against these policies at December 31, 2024 and no amounts borrowed at 
December 31, 2023.  Our remaining borrowing capacity was $40 million and $640 million at December 31, 2024 
and December 31, 2023, respectively.  In January 2025, we repaid all amounts that were borrowed against these 
policies at December 31, 2024.
Our debt-to-total capitalization ratio was 54.6% at December 31, 2024, compared with 57.3% at December 31, 
2023.  We discuss our credit agreement and our accounts receivable securitization program in Note 10.  Upcoming 
annual debt maturities are also disclosed in Note 10.  Overall, our goal is to maintain a capital structure with 
appropriate leverage to support our business strategy and provide flexibility through business cycles.
CRITICAL ACCOUNTING ESTIMATES
 
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions 
that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date 
of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  These 
estimates and assumptions may require judgment about matters that are inherently uncertain, and future events are 
likely to occur that may require us to make changes to these estimates and assumptions.  Accordingly, we regularly 
review these estimates and assumptions based on historical experience, changes in the business environment, and 
other factors we believe to be reasonable under the circumstances.  
 
Incident Contingencies 
We are currently involved in certain environmental response and remediation activities and subject to numerous 
legal proceedings and regulatory inquiries and investigations relating to the Incident.  We have accrued estimates of 
the probable and reasonably estimable costs for the resolution of these matters.  Our environmental estimates are 
based upon types of remediation efforts currently anticipated, the volume of contaminants in the impacted areas, and 
governmental oversight and other costs, amongst other factors.  Estimates associated with the legal proceedings to 
K36

which we are subject are based on information that is currently available, including but not limited to an assessment 
of the proceedings and the potential and likely results of such proceedings.  
Our current estimates of future environmental cleanup and remediation liabilities related to the Incident may change 
over time due to various factors, including but not limited to, the nature and extent of required future cleanup and 
removal activities (including those resulting from soil, water, sediment, and air assessment and investigative 
activities conducted at the site), and the extent and duration of governmental oversight, amongst other factors.  
Additionally, the final outcome of any of the legal proceedings and regulatory inquiries and investigations cannot be 
predicted with certainty, and developments related to the progress of such legal proceedings, inquiries, or 
investigations or other unfavorable or unexpected outcomes could result in additional costs or new or additionally 
accrued amounts that could be material to our results of operations in any particular year.  Furthermore, certain costs 
may be recoverable under our insurance policies in effect at the date of the Incident or from third parties.  Any 
amounts that are recoverable under our insurance policies or from third parties will be reflected in the period in 
which recovery is considered probable.  
See Note 18 for more detailed information as it pertains to these contingencies.
Pensions and Other Postretirement Benefits
 
Accounting for pensions and other postretirement benefit plans requires us to make several estimates and 
assumptions (Note 13).  These include the expected rate of return from investment of the plans’ assets and the 
expected retirement age of employees as well as their projected earnings and mortality.  In addition, the amounts 
recorded are affected by changes in the interest rate environment because the associated liabilities are discounted to 
their present value.  We make these estimates based on our historical experience and other information we deem 
pertinent under the circumstances (for example, expectations of future stock market performance).  We utilize an 
independent actuarial consulting firm’s studies to assist us in selecting appropriate actuarial assumptions and 
valuing related liabilities.
 
For 2024, we assumed a long-term investment rate of return of 8.0%, which was supported by our long-term total 
rate of return on pension plan assets since inception, as well as our expectation of future returns.  A one-percentage 
point decrease to this rate of return assumption would result in a $24 million increase in annual pension expense.  
We review assumptions related to our defined benefit plans annually, and while changes are likely to occur in 
assumptions concerning retirement age, projected earnings, and mortality, they are not expected to have a material 
effect on our net pension expense or net pension liability in the future.  The net pension liability is recorded at net 
present value using discount rates that are based on the current interest rate environment in light of the timing of 
expected benefit payments.  We utilize analyses in which the projected annual cash flows from the pension and 
postretirement benefit plans are matched with yield curves based on an appropriate universe of high-quality 
corporate bonds.  We use the results of the yield curve analyses to select the discount rates that match the payment 
streams of the benefits in these plans.  A one-percentage point decrease to this discount rate assumption would 
result in a $14 million increase in annual pension expense.  
Properties and Depreciation
 
Most of our assets are long-lived railway properties (Note 8).  “Properties” are stated principally at cost and are 
depreciated using the group method whereby assets with similar characteristics, use, and expected lives are grouped 
together in asset classes and depreciated using a composite depreciation rate.  See Note 1 for a more detailed 
discussion of assumptions and estimates.
Expenditures, including those on leased assets, that extend an asset’s useful life or increase its utility are capitalized.  
Expenditures capitalized include those that are directly related to a capital project and may include materials, labor, 
and other direct costs, in addition to an allocable portion of indirect costs that relate to a capital project.  A 
significant portion of our annual capital spending relates to self-constructed assets.  Costs related to repairs and 
K37

maintenance activities that, in our judgment, do not extend an asset’s useful life or increase its utility are expensed 
when such repairs are performed.
 
Depreciation expense for 2024 totaled $1.4 billion.  Our composite depreciation rates for 2024 are disclosed in Note 
8; a one-year increase (or decrease) in the estimated average useful lives of depreciable assets would have resulted 
in an approximate $51 million decrease (or increase) to annual depreciation expense.
Personal Injury
 
Claims expense, included in “Materials and other” in the Consolidated Statements of Income, includes our estimate 
of costs for personal injuries.  
 
To aid in valuing our personal injury liability and determining the amount to accrue with respect to such claims 
during the year, we utilize studies prepared by an independent actuarial consulting firm.  The actuarial firm studies 
our historical patterns of reserving for claims and subsequent settlements, taking into account relevant outside 
influences.  We adjust the liability quarterly based upon our assessment and the results of the study.  The accuracy 
of our estimate of the liability is subject to inherent limitation given the difficulty of predicting future events and, as 
such, the ultimate loss sustained may vary from the estimated liability recorded. 
See Note 18 for a more detailed discussion of the assumptions and estimates we use for personal injury.
Income Taxes
 
Our net deferred tax liability totaled $7.4 billion at December 31, 2024 (Note 5).  This liability is estimated based on 
the expected future tax consequences of items recognized in the financial statements.  After application of the 
federal statutory tax rate to book income, judgment is required with respect to the timing and deductibility of 
expenses in our income tax returns.  For state income and other taxes, judgment is also required with respect to the 
apportionment among the various jurisdictions.  A valuation allowance is recorded if we expect that it is more likely 
than not that deferred tax assets will not be realized.  We have a $42 million valuation allowance on $467 million of 
deferred tax assets as of December 31, 2024, reflecting the expectation that substantially all of these assets will be 
realized.
OTHER MATTERS
 
Labor Agreements
Approximately 80% of our railroad employees are covered by collective bargaining agreements with various labor 
unions.  Pursuant to the Railway Labor Act (RLA), these agreements remain in effect until new agreements are 
reached, or until the bargaining procedures mandated by the RLA are completed.  Moratorium provisions in the 
labor agreements govern when the railroads and unions may propose changes to the agreements.  We largely 
bargain nationally in concert with other major railroads, represented by the National Carriers’ Conference 
Committee (NCCC).
Under current moratorium provisions, neither party was permitted to serve notice to compel a new round of 
mandatory collective bargaining until November 1, 2024.  In the months prior to the opening of the current national 
bargaining round, we engaged in voluntary local discussions with our labor unions and, as a result, reached local 
tentative agreements with ten of our thirteen unions.  A majority of those tentative agreements were subsequently 
ratified by union membership and became effective January 1, 2025, foreclosing the parties from serving new 
notices to compel mandatory bargaining until November 1, 2029.
For those unions with whom we have not yet reached a ratified agreement, the NCCC, on behalf of Norfolk 
Southern, sent bargaining notices on November 1, 2024, to commence mandatory direct negotiations as prescribed 
under the RLA.  Even if the parties are unable to reach voluntary agreement during this first phase of RLA 
K38

bargaining, self-help (e.g., a strike or other work stoppage) related to this collective-bargaining process remains 
prohibited by law until a lengthy series of additional procedures mandated by the RLA, including federal mediation, 
are exhausted. 
Market Risks
 
We manage overall exposure to fluctuations in interest rates by issuing both fixed- and floating- rate debt 
instruments.  At December 31, 2024, we have no outstanding debt subject to interest rate fluctuations.  Market risk 
for fixed-rate debt is estimated as the potential increase in fair value resulting from a one-percentage point decrease 
in interest rates as of December 31, 2024 and amounts to an increase of approximately $1.5 billion to the fair value 
of our debt at December 31, 2024.  We consider it unlikely that interest rate fluctuations applicable to these 
instruments will result in a material adverse effect on our financial position, results of operations, or liquidity.  
New Accounting Pronouncements
For a detailed discussion of new accounting pronouncements, see Note 1.
Inflation
 
In preparing financial statements, GAAP requires the use of historical cost that disregards the effects of inflation on 
the replacement cost of property.  As a capital-intensive company, we have most of our capital invested in long-
lived assets.  The replacement cost of these assets, as well as the related depreciation expense, would be 
substantially greater than the amounts reported on the basis of historical cost.
FORWARD-LOOKING STATEMENTS
 
Certain statements in this report, including in Management’s Discussion and Analysis of Financial Condition and 
Results of Operations, are “forward-looking statements” within the meaning of the “safe harbor” provisions of the 
Private Securities Litigation Reform Act of 1995, as amended.  These statements relate to future events or our future 
financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our 
actual results, levels of activity, performance, or our achievements or those of our industry to be materially different 
from those expressed or implied by any forward-looking statements.  In some cases, forward-looking statements can 
be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” 
“intend,” “believe,” “estimate,” “project,” “consider,” “predict,” “potential,” “feel,” or other comparable 
terminology.  We have based these forward-looking statements on our current expectations, assumptions, estimates, 
beliefs, and projections.  While we believe these expectations, assumptions, estimates, beliefs, and projections are 
reasonable, such forward-looking statements are only predictions and involve known and unknown risks and 
uncertainties, many of which involve factors or circumstances that are beyond our control.  The following important 
K39

factors, including those discussed in Item 1A “Risk Factors,” may cause actual results, performance, or 
achievements to differ materially from those expressed or implied by these forward-looking statements:
•
our ability to successfully implement our operational, productivity, and strategic initiatives;
•
changes in domestic or international economic, political or business conditions, including those impacting 
the transportation industry;
•
a significant adverse event on our network, including but not limited to a mainline accident, discharge of 
hazardous material, or climate-related or other network outage; 
•
the outcome of claims, litigation, governmental proceedings, and investigations involving the Company, 
including but not limited to the Incident Proceedings;
•
the nature and extent of the Company's environmental remediation obligations with respect to the Incident;
•
new or additional governmental regulation and/or operational changes resulting from or related to the 
Incident or the Incident Proceedings; and
•
a significant cybersecurity incident or other disruption to our technology infrastructure.
The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise 
required by applicable securities laws, we disclaim any intention or obligation to update or revise any forward-
looking statements, whether as a result of new information, future events, or otherwise.
Additional Information
Investors and others should note that we routinely use the Investor Relations, Performance Metrics and 
Sustainability sections of our website (norfolksouthern.investorroom.com/key-investor-information, 
norfolksouthern.investorroom.com/weekly-performance-reports & www.norfolksouthern.com/sustainability) to post 
presentations to investors and other important information, including information that may be deemed material to 
investors.  Information about us, including information that may be deemed material, may also be announced by 
posts on our social media channels, including X (formerly known as Twitter) (x.com/nscorp) and LinkedIn 
(www.linkedin.com/company/norfolk-southern).  We may also use our website and social media channels for the 
purpose of complying with our disclosure obligations under Regulation FD.  As a result, we encourage investors, 
the media, and others interested in Norfolk Southern to review the information posted on our website and social 
media channels.  The information posted on our website and social media channels is not incorporated by reference 
in this Annual Report on Form 10-K.
 
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 
The information required by this item is included in Item 7 “Management’s Discussion and Analysis of Financial 
Condition and Results of Operations” under the heading “Market Risks.”
 
K40

Item 8. Financial Statements and Supplementary Data
 
INDEX TO FINANCIAL STATEMENTS
 
Page
 
 
Report of Management
K42
 
Report of Independent Registered Public Accounting Firm
K43
 
Consolidated Statements of Income
Years ended December 31, 2024, 2023, and 2022
K46
 
Consolidated Statements of Comprehensive Income
Years ended December 31, 2024, 2023, and 2022
K47
 
Consolidated Balance Sheets
At December 31, 2024 and 2023
K48
 
Consolidated Statements of Cash Flows
Years ended December 31, 2024, 2023, and 2022
K49
 
Consolidated Statements of Changes in Stockholders’ Equity
Years ended December 31, 2024, 2023, and 2022
K50
 
Notes to Consolidated Financial Statements
K51
 
Index to Financial Statement Schedules in Item 15
K97
K41

Report of Management
 
February 10, 2025 
 
To the Stockholders
Norfolk Southern Corporation:
 
Management is responsible for establishing and maintaining adequate internal control over financial reporting.  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, 2024.  This assessment was based on criteria for 
effective internal control over financial reporting described in Internal Control – Integrated Framework (2013) 
issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this assessment, 
management has concluded that we maintained effective internal control over financial reporting as of December 
31, 2024.
 
KPMG LLP, independent registered public accounting firm, has audited our financial statements and issued an 
opinion on our internal control over financial reporting as of December 31, 2024.
 
/s/ Mark R. George
/s/ Jason A. Zampi
/s/ Claiborne L. Moore
Mark R. George
Jason A. Zampi
Claiborne L. Moore
President and
Executive Vice President and Chief
Vice President and
Chief Executive Officer
Financial Officer
Controller
K42

Report of Independent Registered Public Accounting Firm
 
To the Stockholders and Board of Directors
Norfolk Southern Corporation:
 
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Norfolk Southern Corporation and subsidiaries 
(the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive 
income, cash flows, and changes in stockholders’ equity for each of the years in the three-year period ended 
December 31, 2024, and the related notes and financial statement schedule of valuation and qualifying accounts as 
listed in Item 15(A)2 (collectively, the consolidated financial statements).  We also have audited the Company’s 
internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – 
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the 
financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash 
flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally 
accepted accounting principles.  Also in our opinion, the Company maintained, in all material respects, effective 
internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control – 
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective 
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial 
reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial 
Reporting.  Our responsibility is to express an opinion on the Company’s consolidated financial statements and an 
opinion on the Company’s internal control over financial reporting based on our audits.  We are a public accounting 
firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to 
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable 
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and 
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of 
material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting 
was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material 
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that 
respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and 
disclosures in the consolidated financial statements.  Our audits also included evaluating the accounting principles 
used and significant estimates made by management, as well as evaluating the overall presentation of the 
consolidated financial statements.  Our audit of internal control over financial reporting included obtaining an 
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and 
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our 
audits also included performing such other procedures as we considered necessary in the circumstances.  We believe 
that our audits provide a reasonable basis for our opinions.
K43

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance 
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in 
accordance with generally accepted accounting principles.  A company’s internal control over financial reporting 
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, 
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable 
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance 
with generally accepted accounting principles, and that receipts and expenditures of the company are being made 
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable 
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s 
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may 
become inadequate because of changes in conditions, or that the degree of compliance with the policies or 
procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated 
financial statements that was communicated or required to be communicated to the audit committee and that: (1) 
relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our 
especially challenging, subjective, or complex judgments.  The communication of a critical audit matter does not 
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by 
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the 
accounts or disclosures to which it relates.
Sufficiency of audit evidence related to the capitalization of property expenditures
As discussed in Note 1 to the consolidated financial statements, expenditures that extend an asset’s useful 
life or increase its utility are capitalized.  The Company has recorded $35,831 million in net book value of 
properties at December 31, 2024 and has recorded $2,381 million in property additions for the year ended 
December 31, 2024.  Expenditures capitalized include those that are directly related to a capital project and 
may include materials, labor and other direct costs, in addition to an allocable portion of indirect costs that 
relate to a capital project.  A significant portion of the Company’s annual capital spending relates to self-
constructed assets.  Costs related to repair and maintenance activities, that in the Company’s judgment, do 
not extend an asset’s useful life or increase its utility are expensed when such repairs are performed. 
We identified the evaluation of the sufficiency of audit evidence related to capitalization of property 
expenditures as a critical audit matter.  Subjective auditor judgment was required in determining procedures 
and evaluating audit results related to the capitalization of purchased services and compensation due to their 
usage for both self-constructed assets and repairs and maintenance. 
The following are the primary procedures we performed to address the critical audit matter.  We applied 
auditor judgment to determine the nature and extent of procedures to be performed over capitalized property 
expenditures.  We evaluated the design and tested the operating effectiveness of certain internal controls 
over the Company’s process to capitalize property expenditures, including controls over the determination 
of whether purchased services and compensation expenditures extend an asset’s useful life or increase its 
utility.  For a sample of property additions expenditures, we inquired and inspected support to evaluate that 
the expenditure extended an asset’s useful life or increased its utility.  We evaluated the sufficiency of audit 
evidence obtained by assessing the results of the procedures performed, including the appropriateness of the 
nature of such evidence. 
K44

/s/ KPMG LLP
KPMG LLP
We have served as the Company's auditor since 1982.
Atlanta, Georgia
February 10, 2025 
K45

Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Income
 
 
Years ended December 31,
 
2024
2023
2022
 
($ in millions, except per share amounts)
Railway operating revenues
$ 
12,123 $ 
12,156 $ 
12,745 
Railway operating expenses
 
 
 
Compensation and benefits
 
2,823  
2,819  
2,621 
Purchased services and rents
 
2,048  
2,070  
1,922 
Fuel
 
987  
1,170  
1,459 
Depreciation
 
1,353  
1,298  
1,221 
Materials and other
 
333  
832  
713 
Restructuring and other charges
 
183  
—  
— 
Eastern Ohio incident
 
325  
1,116  
— 
Total railway operating expenses
 
8,052  
9,305  
7,936 
Income from railway operations
 
4,071  
2,851  
4,809 
Other income – net
 
65  
191  
13 
Interest expense on debt
 
807  
722  
692 
Income before income taxes
 
3,329  
2,320  
4,130 
Income taxes
 
707  
493  
860 
Net income
$ 
2,622 $ 
1,827 $ 
3,270 
Earnings per share
 
 
 
Basic
$ 
11.58 $ 
8.04 $ 
13.92 
Diluted
 
11.57  
8.02  
13.88 
See accompanying notes to consolidated financial statements.
K46

Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
 
 
Years ended December 31,
 
2024
2023
2022
 
($ in millions)
Net income
$ 
2,622 $ 
1,827 $ 
3,270 
Other comprehensive income, before tax:
 
 
 
Pension and other postretirement benefits
 
70  
36  
51 
Other comprehensive income of equity investees
 
7  
4  
17 
Other comprehensive income, before tax
 
77  
40  
68 
Income tax expense related to items of
 
 
 
other comprehensive income
 
(19)  
(9)  
(17) 
Other comprehensive income, net of tax
 
58  
31  
51 
Total comprehensive income
$ 
2,680 $ 
1,858 $ 
3,321 
See accompanying notes to consolidated financial statements.
K47

Norfolk Southern Corporation and Subsidiaries
Consolidated Balance Sheets
 
At December 31,
 
2024
2023
 
($ in millions)
Assets
 
 
Current assets:
 
 
Cash and cash equivalents
$ 
1,641 $ 
1,568 
Accounts receivable – net
 
1,069  
1,147 
Materials and supplies
 
277  
264 
Other current assets
 
201  
292 
Total current assets
 
3,188  
3,271 
Investments
 
3,370  
3,839 
Properties less accumulated depreciation of $13,957 and
 
 
$13,265, respectively
 
35,831  
33,326 
Other assets
 
1,293  
1,216 
Total assets
$ 
43,682 $ 
41,652 
Liabilities and stockholders’ equity
 
 
Current liabilities:
 
 
Accounts payable
$ 
1,704 $ 
1,638 
Income and other taxes
 
337  
262 
Other current liabilities
 
949  
728 
Current maturities of long-term debt
 
555  
4 
Total current liabilities
 
3,545  
2,632 
Long-term debt
 
16,651  
17,175 
Other liabilities
 
1,760  
1,839 
Deferred income taxes
 
7,420  
7,225 
Total liabilities
 
29,376  
28,871 
Stockholders’ equity:
 
 
Common Stock $1.00 per share par value, 1,350,000,000 shares
 
 
authorized; outstanding 226,320,894 and 225,681,254 shares,
 
 
respectively, net of treasury shares
 
228  
227 
Additional paid-in capital
 
2,247  
2,179 
Accumulated other comprehensive loss
 
(262)  
(320) 
Retained income
 
12,093  
10,695 
Total stockholders’ equity
 
14,306  
12,781 
Total liabilities and stockholders’ equity
$ 
43,682 $ 
41,652 
See accompanying notes to consolidated financial statements.
K48

Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Years ended December 31,
 
2024
2023
2022
 
($ in millions)
Cash flows from operating activities
 
 
 
Net income
$ 
2,622 $ 
1,827 $ 
3,270 
Reconciliation of net income to net cash provided by operating activities:
 
 
 
Depreciation
 
1,353  
1,298  
1,221 
Deferred income taxes
 
176  
(49)  
83 
Gains and losses on properties
 
(490)  
(49)  
(82) 
Changes in assets and liabilities affecting operations:
 
 
 
Accounts receivable
 
85  
(2)  
(171) 
Materials and supplies
 
(13)  
(11)  
(35) 
Other current assets
 
5  
(54)  
(18) 
Current liabilities other than debt
 
548  
435  
23 
  Other – net
 
(234)  
(216)  
(69) 
Net cash provided by operating activities
 
4,052  
3,179  
4,222 
Cash flows from investing activities
 
 
 
Property additions
 
(2,381)  
(2,327)  
(1,948) 
Acquisition of assets of CSR
 
(1,643)  
(22)  
— 
Property sales and other transactions
 
558  
86  
263 
Investment purchases
 
(319)  
(124)  
(12) 
Investment sales and other transactions
 
1,005  
205  
94 
Net cash used in investing activities
 
(2,780)  
(2,182)  
(1,603) 
Cash flows from financing activities
 
 
 
Dividends
 
(1,221)  
(1,225)  
(1,167) 
Common Stock transactions
 
26  
3  
(4) 
Purchase and retirement of Common Stock
 
—  
(622)  
(3,110) 
Proceeds from borrowings
 
1,051  
3,293  
1,832 
Debt repayments
 
(1,055)  
(1,334)  
(553) 
Net cash provided by (used in) financing activities
 
(1,199)  
115  
(3,002) 
Net increase (decrease) in cash and cash equivalents
 
73  
1,112  
(383) 
Cash and cash equivalents
 
 
 
At beginning of year
 
1,568  
456  
839 
At end of year
$ 
1,641 $ 
1,568 $ 
456 
Supplemental disclosures of cash flow information
 
 
 
Cash paid during the year for:
 
 
 
Interest (net of amounts capitalized)
$ 
764 $ 
653 $ 
619 
Income taxes (net of refunds)
 
305  
681  
750 
See accompanying notes to consolidated financial statements.
K49

Norfolk Southern Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity
Common
Stock
Additional
Paid-in
Capital
Accum. Other
Comprehensive
Loss
Retained
Income
Total
 
($ in millions, except per share amounts)
Balance at December 31, 2021
$ 
242 $ 
2,215 $ 
(402) $ 
11,586 $ 
13,641 
Comprehensive income:
 
 
 
 
 
Net income
 
 
 
 
3,270  
3,270 
Other comprehensive income
 
 
 
51 
 
 
51 
Total comprehensive income
 
 
 
 
 
3,321 
Dividends on Common Stock,
 
 
 
 
 
$4.96 per share
 
 
 
 
(1,167)  
(1,167) 
Share repurchases
 
(13)  
(108) 
 
 
(2,989)  
(3,110) 
Stock-based compensation
 
1  
50 
 
(3)  
48 
Balance at December 31, 2022
 
230  
2,157  
(351)  
10,697  
12,733 
Comprehensive income:
 
 
 
 
 
Net income
 
 
 
 
1,827  
1,827 
Other comprehensive income
 
 
 
31 
 
 
31 
Total comprehensive income
 
 
 
 
 
1,858 
Dividends on Common Stock,
 
 
 
 
 
$5.40 per share
 
 
 
 
(1,225)  
(1,225) 
Share repurchases
 
(3)  
(24) 
 
 
(600)  
(627) 
Stock-based compensation
 
46 
 
 
(4)  
42 
Balance at December 31, 2023
 
227  
2,179  
(320)  
10,695  
12,781 
Comprehensive income:
 
 
 
 
 
Net income
 
 
 
 
2,622  
2,622 
Other comprehensive income
 
 
 
58 
 
 
58 
Total comprehensive income
 
 
 
 
 
2,680 
Dividends on Common Stock,
 
 
 
 
 
$5.40 per share
 
 
 
 
(1,221)  
(1,221) 
Stock-based compensation
 
1  
68 
 
 
(3)  
66 
Balance at December 31, 2024
$ 
228 $ 
2,247 $ 
(262) $ 
12,093 $ 
14,306 
See accompanying notes to consolidated financial statements.
K50

Norfolk Southern Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 
The following Notes are an integral part of the Consolidated Financial Statements.  Certain prior year information 
has been reclassified to conform to current year presentation. 
 
1.  Summary of Significant Accounting Policies
 
Description of Business and Operating Segments
 
Norfolk Southern Corporation is a Georgia-based holding company engaged principally in the rail transportation 
business, operating 19,200 route miles primarily in the Southeast, East, and Midwest.  These consolidated financial 
statements include Norfolk Southern and its majority-owned and controlled subsidiaries (collectively, NS, we, us, 
and our).  Norfolk Southern’s major subsidiary is NSR.  All significant intercompany balances and transactions 
have been eliminated in consolidation.
 
NSR and its railroad subsidiaries transport raw materials, intermediate products, and finished goods classified in the 
following commodity groups (percent of total railway operating revenues in 2024): intermodal (25%); agriculture, 
forest and consumer products (21%); chemicals (18%); metals and construction (14%); coal (13%); and automotive 
(9%).  Although most of our customers are domestic, ultimate points of origination or destination for some of the 
products transported (particularly coal bound for export and some intermodal shipments) may be outside the U.S.  
Approximately 80% of our railroad employees are covered by collective bargaining agreements with various labor 
unions.
We manage our company as one reportable operating segment, railway operations, providing rail transportation to 
customers.  We define our operating segment based on the way in which internally reported financial information is 
regularly reviewed by the chief operating decision maker, our chief executive officer, to analyze financial 
performance and allocate resources.  Although we provide and analyze revenues by commodity group, the overall 
financial and operational performance of the railroad is analyzed as one operating segment due to the nature of our 
integrated rail network.  Financial information and annual operating budgets and forecasts are prepared and 
reviewed by the chief operating decision maker at a consolidated level, making operational decisions to maximize 
consolidated financial results.  The accounting policies of our railway operations segment are the same as those 
described in the summary of significant accounting policies herein.
The chief operating decision maker assesses performance for the railway operations segment and decides how to 
allocate resources based on “Net income” that is reported on the Consolidated Statements of Income.  Net income is 
used to monitor budget versus actual results of the organization.  Our consolidated financial results are used in 
assessing the performance of the segment and in establishing management’s compensation.  The measure of 
segment assets is reported on the Consolidated Balance Sheets as “Total assets.”  The chief operating decision 
maker uses net income generated from our railroad operations in determining capital allocations decisions, such as 
whether to reinvest profits into the rail network or into other parts of the entity or utilize them for other purposes, 
including paying dividends or repurchasing Common Stock.
K51

Railway operations segment revenue, expenses, and profit and loss are disclosed below as reviewed and used by the 
chief operating decision maker.  There are no other significant segment items or reconciling items to segment profit.
2024
2023
2022
($ in millions)
Railway operating revenues (Note 2)
$ 
12,123 $ 
12,156 $ 
12,745 
Railway operating expenses
Compensation and benefits
 
2,823  
2,819  
2,621 
Purchased services
 
1,655  
1,683  
1,565 
Equipment rents
 
393  
387  
357 
Fuel
 
987  
1,170  
1,459 
Depreciation
 
1,353  
1,298  
1,221 
Materials
 
369  
364  
283 
Claims
 
237  
242  
270 
Other (Note 8)
 
(273)  
226  
160 
Restructuring and other charges (Note 3)
 
183  
—  
— 
Eastern Ohio incident (Note 18)
 
325  
1,116  
— 
Total railway operating expenses
 
8,052  
9,305  
7,936 
Income from railway operations
 
4,071  
2,851  
4,809 
Other income – net (Note 4)
 
65  
191  
13 
Interest expense on debt
 
807  
722  
692 
Income before income taxes
 
3,329  
2,320  
4,130 
Income taxes (Note 5)
 
707  
493  
860 
Net income
$ 
2,622 $ 
1,827 $ 
3,270 
Total equity method investments are disclosed in Note 7 “Investments,” and total expenditures for long-lived assets 
are disclosed as “Property additions” on the Consolidated Statement of Cash Flows.   
Use of Estimates
 
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions 
that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date 
of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  We 
periodically review our estimates, including those related to the recoverability and useful lives of assets, as well as 
liabilities for litigation, environmental remediation, casualty claims, income taxes and pension and other 
postretirement benefits.  Changes in facts and circumstances may result in revised estimates.
 
K52

Revenue Recognition
 
Transportation revenues are recognized proportionally as a shipment moves from origin to destination, and related 
expenses are recognized as incurred.  Certain of our contract refunds (which are primarily volume-based incentives) 
are recorded as a reduction to revenues on the basis of our best estimate of projected liability, which is based on 
historical activity, current shipment counts and expectation of future activity.  Certain ancillary services, such as 
switching, demurrage and other incidental activities, may be provided to customers under their transportation 
contracts.  The revenues associated with these distinct performance obligations are recognized when the services are 
performed or as contractual obligations are met. 
 
Cash Equivalents
 
“Cash equivalents” are highly liquid investments purchased three months or less from maturity.
Allowance for Doubtful Accounts
 
Our allowance for doubtful accounts was $8 million and $7 million at December 31, 2024 and 2023, 
respectively.  To determine our allowance for doubtful accounts, we evaluate historical loss experience (which has 
not been significant), the characteristics of current accounts, and general economic conditions and trends.
Materials and Supplies
 
“Materials and supplies,” consisting mainly of items for maintenance of property and equipment, are stated at the 
lower of average cost or net realizable value.  The cost of materials and supplies expected to be used in property 
additions or improvements is included in “Properties.”
 
Investments
  
Investments in entities over which we have the ability to exercise significant influence but do not control the entity 
are accounted for using the equity method, whereby the investment is carried at the cost of the acquisition plus our 
equity in undistributed earnings or losses since acquisition.
 
Properties
 
“Properties” are stated principally at cost and are depreciated using the group method whereby assets with similar 
characteristics, use, and expected lives are grouped together in asset classes and depreciated using a composite 
depreciation rate.  This methodology treats each asset class as a pool of resources, not as singular items.  We use 
approximately 75 depreciable asset classes.  
Depreciation expense is based on our assumptions concerning expected service lives of our properties as well as the 
expected net salvage that will be received upon their retirement.  In developing these assumptions, we utilize 
periodic depreciation studies that are performed by an independent outside firm of consulting engineers and 
approved by the STB.  Our depreciation studies are conducted about every three years for equipment and every six 
years for track assets and other roadway property.  The frequency of these studies is consistent with guidelines 
established by the STB.  We adjust our rates based on the results of these studies and implement the changes 
prospectively.  The studies may also indicate that the recorded amount of accumulated depreciation is deficient (or 
in excess) of the amount indicated by the study.  Any such deficiency (or excess) is amortized as a component of 
depreciation expense over the remaining service lives of the affected class of property, as determined by the study. 
Key factors that are considered in developing average service life and salvage estimates include:
•
statistical analysis of historical retirement data and surviving asset records,
•
review of historical salvage received and current market rates,
K53

•
review of our operations including expected changes in technology, customer demand, maintenance 
practices and asset management strategies,
•
review of accounting policies and assumptions, and
•
industry review and analysis.
 
The composite depreciation rate for rail in high density corridors is derived based on consideration of annual gross 
tons as compared to the total or ultimate capacity of rail in these corridors.  Our experience has shown that traffic 
density is a leading factor in the determination of the expected service life of rail in high density corridors.  In 
developing the respective depreciation rate, consideration is also given to several rail characteristics including age, 
weight, condition (new or second-hand), and type (curved or straight).  
 
We capitalize interest on major projects during the period of their construction.  Expenditures, including those on 
leased assets, that extend an asset’s useful life or increase its utility are capitalized.  Expenditures capitalized 
include those that are directly related to a capital project and may include materials, labor, and other direct costs, in 
addition to an allocable portion of indirect costs that relate to a capital project.  A significant portion of our annual 
capital spending relates to self-constructed assets.  Removal activities occur in conjunction with replacement and are 
estimated based on the average percentage of time employees replacing assets spend on removal functions.  Costs 
related to repairs and maintenance activities that, in our judgment, do not extend an asset’s useful life or increase its 
utility are expensed when such repairs are performed.
 
When depreciable operating road and equipment assets are sold or retired in the ordinary course of business, the 
cost of the assets, net of sales proceeds or salvage, is charged to accumulated depreciation, and no gain or loss is 
recognized in earnings.  Actual historical cost values are retired when available, such as with most equipment 
assets.  The use of estimates in recording the retirement of certain roadway assets is necessary based on the 
impracticality of tracking individual asset costs.  When retiring rail, ties, and ballast, we use statistical curves that 
indicate the relative distribution of the age of the assets retired.  The historical cost of other roadway assets is 
estimated using a combination of inflation indices specific to the rail industry and those published by the U.S. 
Bureau of Labor Statistics.  The indices are applied to the replacement value based on the age of the retired 
assets.  These indices are used because they closely correlate with the costs of roadway assets.  Gains and losses on 
disposal of operating land are included in “Materials and other” expenses.  Gains and losses on disposal of non-
operating land and non-rail assets are included in “Other income – net” since such income is not a product of our 
railroad operations.  
A retirement is considered abnormal if it does not occur in the ordinary course of business, if it relates to disposition 
of a large segment of an asset class, and if the retirement varies significantly from the retirement profile identified 
through our depreciation studies, which inherently consider the impact of normal retirements on expected service 
lives and depreciation rates.  Gains or losses from abnormal retirements are recognized in income from railway 
operations.  
 
We review the carrying amount of properties whenever events or changes in circumstances indicate that such 
carrying amount may not be recoverable based on future undiscounted cash flows.  Assets that are deemed impaired 
as a result of such review are recorded at the lower of carrying amount or fair value.  
 
New Accounting Pronouncements
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.  The ASU is effective for fiscal years beginning 
after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.  We adopted 
the ASU on January 1, 2024 and updated our segment disclosures in Note 1.
K54

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax 
Disclosures.” This update requires additional disclosures including greater disaggregation of information in the 
reconciliation of the statutory rate to the effective rate and income taxes paid disaggregated by jurisdiction.  The 
ASU is effective for fiscal years beginning after December 15, 2024.  We did not adopt the standard early and are 
currently evaluating the effect on our financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - 
Expense Disaggregation Disclosures (Subtopic 220-40).”  This update requires an entity to disclose specific 
information about certain costs and expenses in the notes to its financial statements for interim and annual reporting 
periods.  Entities are required to provide disaggregated information about expenses to help investors better 
understand performance, better assess prospects for future cash flows, and compare performance over time and with 
that of other entities.  The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods 
within fiscal years beginning after December 15, 2027.  We will not early adopt the standard and are currently 
evaluating the effect on our financial statements.
2.  Railway Operating Revenues
The following table disaggregates our revenues by major commodity group:  
2024
2023
2022
($ in millions)
Merchandise:
Agriculture, forest and consumer products
$ 
2,521 $ 
2,530 $ 
2,493 
Chemicals
 
2,123  
2,054  
2,148 
Metals and construction
 
1,682  
1,634  
1,652 
Automotive
 
1,144  
1,135  
1,038 
Merchandise
 
7,470  
7,353  
7,331 
Intermodal
 
3,042  
3,090  
3,681 
Coal
 
1,611  
1,713  
1,733 
Total
$ 
12,123 $ 
12,156 $ 
12,745 
We recognize the amount of revenues to which we expect to be entitled for the transfer of promised goods or 
services to customers.  A performance obligation is created when a customer under a transportation contract or 
public tariff submits a bill of lading to us for the transport of goods.  These performance obligations are satisfied as 
the shipments move from origin to destination.  As such, transportation revenues are recognized proportionally as a 
shipment moves, and related expenses are recognized as incurred.  These performance obligations are generally 
short-term in nature with transit days averaging approximately one week or less for each commodity group.  The 
customer has an unconditional obligation to pay for the service once the service has been completed.  Estimated 
revenues associated with in-process shipments at period-end are recorded based on the estimated percentage of 
service completed.  We had no material remaining performance obligations at December 31, 2024 and 2023.  
We may provide customers ancillary services, such as switching, demurrage, and other incidental activities, under 
their transportation contracts.  The revenues associated with these distinct performance obligations are recognized 
when the services are performed or as contractual obligations are met.  These revenues are included within each of 
the commodity groups and represent approximately 4%, 5%, and 7%, respectively, of total “Railway operating 
revenues” on the Consolidated Statements of Income for the years ended December 31, 2024, 2023, and 2022.  
Revenues related to interline transportation services that involve another railroad are reported on a net basis.  
Therefore, the portion of the amount that relates to another party is not reflected in revenues.  
K55

Under the typical terms of our freight contracts, payment for services is due within fifteen days of billing the 
customer, thus there are no significant financing components.  “Accounts receivable – net” on the Consolidated 
Balance Sheets includes both customer and non-customer receivables as follows:
December 31,
2024
2023
($ in millions)
Customer
$ 
787 $ 
882 
Non-customer
 
282  
265 
  Accounts receivable – net
$ 
1,069 $ 
1,147 
Non-customer receivables include non-revenue-related amounts due from other railroads, governmental entities, 
insurers, and others.  We do not have any material contract assets or liabilities at December 31, 2024 and 2023.  
3.  Restructuring and Other Charges
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. 
4.  Other Income – Net
 
2024
2023
2022
 
($ in millions)
 
 
 
Pension and other postretirement benefits (Note 13)
$ 
120 $ 
117 $ 
126 
COLI – net
 
17  
65  
(77) 
Shareholder advisory costs
 
(59)  
—  
— 
Other
 
(13)  
9  
(36) 
Total
$ 
65 $ 
191 $ 
13 
 
K56

5.  Income Taxes
 
 
2024
2023
2022
 
($ in millions)
Current:
 
 
 
Federal
$ 
445 $ 
437 $ 
645 
State
 
86  
105  
132 
Total current taxes
 
531  
542  
777 
Deferred:
 
 
 
Federal
 
198  
(27)  
206 
State
 
(22)  
(22)  
(123) 
Total deferred taxes
 
176  
(49)  
83 
Income taxes
$ 
707 $ 
493 $ 
860 
During 2024, we recorded a $27 million deferred income tax benefit as a result of a subsidiary restructuring.
Reconciliation of Statutory Rate to Effective Rate
 
“Income taxes” on the Consolidated Statements of Income differs from the amounts computed by applying the 
statutory federal corporate tax rate as follows:
 
 
2024
2023
2022
 
Amount
%
Amount
%
Amount
%
 
($ in millions)
Federal income tax at statutory rate
$ 
699  
21.0 $ 
487  
21.0 $ 
867  
21.0 
State income taxes, net of federal tax effect
 
66  
2.0  
65  
2.9  
143  
3.5 
Tax credits
 
(14)  
(0.4)  
(27)  
(1.2)  
(10)  
(0.2) 
State law changes
 
(15)  
(0.4)  
—  
—  
(136)  
(3.3) 
Other, net
 
(29)  
(1.0)  
(32)  
(1.4)  
(4)  
(0.2) 
Income taxes
$ 
707  
21.2 $ 
493  
21.3 $ 
860  
20.8 
On July 8, 2022, House Bill 1342 was signed into law in the Commonwealth of Pennsylvania, which reduced its 
corporate income tax rate from 9.99% to 4.99%, through a series of phased reductions beginning each tax year from 
January 1, 2023 through January 1, 2031.  GAAP requires companies to recognize the effect of tax law changes in 
the period of enactment.  As a result, in 2022, we recognized a $136 million benefit in “Income taxes” with a 
corresponding reduction in “Deferred income taxes.”
K57

Deferred Tax Assets and Liabilities
Certain items are reported in different periods for financial reporting and income tax purposes.  Deferred tax assets 
and liabilities are recorded in recognition of these differences.  The tax effects of temporary differences that give 
rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:
 
December 31,
 
2024
2023
 
($ in millions)
Deferred tax assets:
 
 
Accruals, including casualty and other claims
$ 
289 $ 
360 
Compensation and benefits, including postretirement benefits
 
21  
55 
Other
 
157  
155 
Total gross deferred tax assets
 
467  
570 
Less valuation allowance
 
(42)  
(31) 
Net deferred tax assets
 
425  
539 
Deferred tax liabilities:
 
 
Property
 
(7,397)  
(7,218) 
Other
 
(448)  
(546) 
Total deferred tax liabilities
 
(7,845)  
(7,764) 
Deferred income taxes
$ 
(7,420) $ 
(7,225) 
Except for amounts for which a valuation allowance has been provided, we believe that it is more likely than not 
that the results of future operations will generate sufficient taxable income to realize the deferred tax assets.  The 
valuation allowance at the end of each year primarily relates to subsidiary state income tax net operating losses and 
state investment tax credits that may not be utilized prior to their expiration.  The total valuation allowance 
increased by $11 million in 2024, decreased by $10 million in 2023, and decreased by $19 million in 2022.  
Uncertain Tax Positions
 
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
 
December 31,
 
2024
2023
 
($ in millions)
Balance at beginning of year
$ 
55 $ 
22 
Additions based on tax positions related to the current year
 
26  
30 
Additions for tax positions of prior years
 
3  
9 
Reductions for tax positions of prior years
 
(1)  
(1) 
Lapse of statutes of limitations
 
(1)  
(5) 
Balance at end of year
$ 
82 $ 
55 
 
Included in the balance of unrecognized tax benefits at December 31, 2024 are potential benefits of $66 million that 
would affect the effective tax rate if recognized.  Unrecognized tax benefits are adjusted in the period in which new 
information about a tax position becomes available or the final outcome differs from the amount recorded.
K58

 
The statute of limitations on Internal Revenue Service examinations has expired for all years prior to 2019.  Our 
consolidated federal income tax returns for 2019 through 2021 are currently being audited by the IRS.  We 
anticipate that the IRS will complete its examination in 2025.  State income tax returns are generally subject to 
examination for a period of three to four years after the return.  In addition, we are generally obligated to report 
changes in taxable income arising from federal income tax examinations to the states within a period of up to two 
years from the date the federal examination is final.  We have various state income tax returns either under 
examination, administrative appeal, or litigation.   
6.  Fair Value Measurements
 
FASB Accounting Standards Codification (ASC) 820-10, “Fair Value Measurements,” established a framework for 
measuring fair value and a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure 
fair value into three broad levels, as follows:
Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in 
active markets that we have the ability to access.
Level 2 Inputs to the valuation methodology include:
 
•         quoted prices for similar assets or liabilities in active markets, 
•         quoted prices for identical or similar assets or liabilities in inactive markets,
•         inputs other than quoted prices that are observable for the asset or liability, and
•         inputs that are derived principally from or corroborated by observable market data by
          correlation or other means.
 
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for 
substantially the full term of the asset or liability.
Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset or liability’s fair value measurement level within the hierarchy is based on the lowest level of any input 
that is significant to the fair value measurement.
Fair Values of Financial Instruments
The fair values of “Cash and cash equivalents,” “Accounts receivable – net,” and “Accounts payable,” approximate 
carrying values because of the short maturity of these financial instruments.  The carrying value of COLI is 
recorded at cash surrender value and, accordingly, approximates fair value.  There are no other assets or liabilities 
measured at fair value on a recurring basis at December 31, 2024 or 2023.  The carrying amounts and estimated fair 
values, based on Level 1 inputs, of long-term debt consist of the following at December 31:
 
2024
2023
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
 
($ in millions)
Long-term debt, including current maturities
$ (17,206) $ (15,656) $ (17,179) $ (16,631) 
K59

7.  Investments
 
 
December 31,
 
2024
2023
 
($ in millions)
Long-term investments:
 
 
Equity method investments:
 
 
Conrail
$ 
1,748 $ 
1,656 
TTX
 
1,013  
964 
Other
 
423  
428 
Total equity method investments
 
3,184  
3,048 
COLI at net cash surrender value
 
161  
774 
Other investments
 
25  
17 
Total long-term investments
$ 
3,370 $ 
3,839 
We had $605 million of borrowings against our COLI policies outstanding at December 31, 2024, with no amounts 
outstanding at December 31, 2023, which are included in the “Investment sales and other transactions” line item 
within investing activities in the Consolidated Statements of Cash Flows.  In January 2025, we repaid all amounts 
that were borrowed against these policies at December 31, 2024.
Investment in Conrail
 
Through a limited liability company, we and CSX jointly own Conrail, whose primary subsidiary is CRC.  We have 
a 58% economic and 50% voting interest in the jointly-owned entity, and CSX has the remainder of the economic 
and voting interests.  We are amortizing the excess of the purchase price over Conrail’s net equity using the 
principles of purchase accounting, based primarily on the estimated useful lives of Conrail’s depreciable property 
and equipment, including the related deferred tax effect of the differences in book and tax accounting bases for such 
assets, as all of the purchase price at acquisition was allocable to Conrail’s tangible assets and liabilities.  At 
December 31, 2024, our investment in Conrail exceeds our share of Conrail’s underlying net equity by $469 
million.  
CRC owns and operates certain properties (the Shared Assets Areas) for the joint and exclusive benefit of NSR and 
CSX Transportation, Inc. (CSXT).  The costs of operating the Shared Assets Areas are borne by NSR and CSXT 
based on usage.  In addition, NSR and CSXT pay CRC a fee for access to the Shared Assets Areas.  “Purchased 
services and rents” and “Fuel” include expenses payable to CRC for operation of the Shared Assets Areas totaling 
$198 million in 2024, $164 million in 2023, and $156 million in 2022.  Future payments for access fees due to CRC 
under the Shared Assets Areas agreements are as follows: $47 million in each of 2025 through 2028 and $21 million 
thereafter.  We provide certain general and administrative support functions to Conrail, the fees for which are billed 
in accordance with several service-provider arrangements and approximate $7 million annually.  
“Accounts payable” includes $243 million at December 31, 2024, and $198 million at December 31, 2023, due to 
Conrail for the operation of the Shared Assets Areas.  “Other liabilities” includes $534 million at December 31, 
2024 and 2023, respectively, for long-term advances from Conrail, maturing in 2050 that bear interest at an average 
rate of 1.31%.  
Our equity in Conrail’s earnings, net of amortization, was $89 million for 2024, $70 million for 2023, and $58 
million for 2022.  These amounts partially offset the costs of operating the Shared Assets Areas and are included in 
“Purchased services and rents.”  Equity in Conrail’s earnings is included in the “Other – net” line item within 
operating activities in the Consolidated Statements of Cash Flows.  
K60

Investment in TTX
We and six other North American railroads collectively own TTX, a railcar pooling company that provides its 
owner-railroads with standardized fleets of intermodal, automotive, and general use railcars at stated rates.  We have 
a 19.78% ownership interest in TTX.  
Expenses incurred for use of TTX equipment are included in “Purchased services and rents.”  This amounted to 
$295 million, $274 million, and $256 million, respectively, for the years ended December 31, 2024, 2023 and 2022.  
Our equity in TTX’s earnings partially offsets these costs and totaled $48 million for 2024, $47 million for 2023 
and $53 million for 2022.  Equity in TTX’s earnings is included in the “Other – net” line item within operating 
activities in the Consolidated Statements of Cash Flows.  
8.  Properties
 
 
Accumulated
Net Book
Depreciation
December 31, 2024
Cost
Depreciation
Value
Rate (1)
 
($ in millions)
Land
$ 
4,125 $ 
— $ 
4,125                 — 
Roadway:
 
 
 
 
Rail and other track material
 
8,402  
(2,098)  
6,304 
 2.44% 
Ties
 
6,450  
(1,860)  
4,590 
 3.35% 
Ballast
 
3,339  
(1,005)  
2,334 
 2.73% 
Construction in process
 
680  
—  
680                 — 
Other roadway
 
15,038  
(4,589)  
10,449 
 2.73% 
Total roadway
 
33,909  
(9,552)  
24,357 
 
Equipment:
 
 
 
 
Locomotives
 
6,242  
(2,180)  
4,062 
 3.66% 
Freight cars
 
2,733  
(1,021)  
1,712 
 2.45% 
Computers and software
 
1,149  
(570)  
579 
 9.88% 
Construction in process
 
236  
—  
236                 — 
Other equipment
 
1,304  
(558)  
746 
 4.60% 
Total equipment
 
11,664  
(4,329)  
7,335 
 
Other property
 
90  
(76)  
14 
 2.48% 
Total properties
$ 
49,788 $ 
(13,957) $ 
35,831 
 
 
K61

 
 
Accumulated
Net Book
Depreciation
December 31, 2023
Cost
Depreciation
Value
Rate (1)
 
($ in millions)
Land
$ 
2,439 $ 
— $ 
2,439                 — 
Roadway:
 
 
 
 
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% 
Construction in process
 
522  
—  
522                 — 
Other roadway
 
14,663  
(4,290)  
10,373 
 2.72% 
Total roadway
 
32,625  
(9,006)  
23,619 
 
Equipment:
 
 
 
 
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% 
Construction in process
 
271  
—  
271                 — 
Other equipment
 
1,241  
(501)  
740 
 4.61% 
Total equipment
 
11,437  
(4,185)  
7,252 
 
Other property
 
90  
(74)  
16 
 2.48% 
Total properties
$ 
46,591 $ 
(13,265) $ 
33,326 
 
(1)
Composite annual depreciation rate for the underlying assets, excluding the effects of the amortization of any 
deficiency (or excess) that resulted from our depreciation studies.
Acquisition of Assets of Cincinnati Southern Railway
On March 15, 2024, we completed the acquisition of a 337 mile railway line that extends from Cincinnati, Ohio to 
Chattanooga, Tennessee from the CSR for $1.7 billion.  We previously operated this line subject to an operating 
lease agreement, which was terminated upon the close of the transaction.  Lease expense associated with the prior 
operating lease agreement totaled $5 million, $26 million, and $25 million in 2024, 2023, and 2022, respectively.  
The purchase price was allocated to the assets acquired in the transaction.  The asset purchase is reflected in 
“Properties less accumulated depreciation” on the Consolidated Balance Sheet and is distinctly identified in the 
“Cash flows from investing activities” section of the Consolidated Statement of Cash Flows.
 
Sales of Railway Lines
On September 5, 2024, we consummated a transaction with the VPRA to sell a railway line (“Manassas Line”) to 
support the expansion of passenger rail service in the Commonwealth of Virginia.  The total purchase price to be 
paid by the VPRA is $357 million and we received $315 million in cash proceeds at closing.  The remainder of the 
proceeds are expected to be received by the end of 2027.  The total gain recognized as a result of the transaction was 
$323 million.  Additionally, the VPRA also agreed to exchange a railway line (“V-Line”) in consideration for the 
land and above ground assets described as the “Seminary Passage.”  This transaction closed in November 2024 and 
K62

the gain recognized as a result of the transaction was $53 million. 
On September 6, 2024, we consummated an agreement with the City of Charlotte to sell a railway line between 
Charlotte and Mecklenburg County, NC in exchange for $74 million.  The cash proceeds from the transaction were 
received at closing and the transaction resulted in a gain of $57 million.  
The gains from these transactions are reflected in “Gains and losses on properties” and cash proceeds are included 
in “Property sales and other transactions” on the Consolidated Statement of Cash Flows.
Capitalized Interest
 
Total interest cost incurred on debt was $833 million, $743 million, and $708 million during 2024, 2023, and 2022, 
respectively, of which $26 million, $21 million, and $16 million was capitalized during 2024, 2023, and 2022, 
respectively.
9.  Current Liabilities
 
 
December 31,
 
2024
2023
 
($ in millions)
Accounts payable:
 
 
Accounts and wages payable
$ 
985 $ 
997 
Due to Conrail (Note 7)
 
243  
198 
Casualty and other claims (Note 18)
 
216  
186 
Vacation liability
 
146  
144 
Other
 
114  
113 
Total
$ 
1,704 $ 
1,638 
Other current liabilities:
 
 
Current Eastern Ohio incident liability (Note 18)
$ 
585 $ 
346 
Interest payable
 
204  
193 
Current operating lease liability (Note 11)
 
81  
105 
Pension benefit obligations (Note 13)
 
21  
21 
Other
 
58  
63 
Total
$ 
949 $ 
728 
K63

10.  Debt
 
Debt maturities are presented below:
 
December 31,
 
2024
2023
 
($ in millions)
Notes and debentures, with weighted-average interest rates as of December 31, 2024:
 
 
4.08% maturing to 2029
$ 
2,981 $ 
2,981 
4.33% maturing 2030 to 2034
 
2,883  
2,883 
4.28% maturing 2037 to 2064
 
10,847  
10,847 
5.22% maturing 2097 to 2121
 
1,384  
1,384 
Finance leases
 
13  
17 
Discounts, premiums, and debt issuance costs
 
(902)  
(933) 
Total debt
 
17,206  
17,179 
Less current maturities and short-term debt
 
(555)  
(4) 
Long-term debt excluding current maturities and short-term debt
$ 
16,651 $ 
17,175 
Long-term debt maturities subsequent to 2025 are as follows:
 
2026
$ 
602 
2027
 
621 
2028
 
602 
2029
 
610 
2030 and subsequent years
 
14,216 
 
 
Total
$ 
16,651 
In June 2024, we entered into an agreement that provides us the ability to issue up to $800 million of unsecured 
commercial paper and is backed by our credit agreement.  The unsecured short-term commercial paper program 
provides for borrowing at prevailing rates and includes covenants.  At December 31, 2024, we had no outstanding 
commercial paper.  
In May 2024, we renewed our accounts receivable securitization program with a maximum borrowing capacity of 
$400 million.  Amounts under our accounts receivable securitization program are borrowed and repaid from time to 
time in the ordinary course for general corporate and cash management purposes.  The term of our accounts 
receivable securitization program expires in May 2025.  Amounts received under this facility are accounted for as 
borrowings.  We had no amounts outstanding under this program and our available borrowing capacity was $400 
million at both December 31, 2024, and December 31, 2023.  Our accounts receivable securitization program was 
supported by $790 million and $903 million in receivables at December 31, 2024 and December 31, 2023, 
respectively, which are included in “Accounts receivable – net.”
Credit Agreement and Debt Covenants
In January 2024, we renewed and amended our $800 million credit agreement.  The amended agreement expires in 
January 2029, and provides for borrowings at prevailing rates and includes covenants.  We had no amounts 
outstanding under this facility at either December 31, 2024 or December 31, 2023, and we are in compliance with 
all of its covenants.
K64

In January 2024, we entered into a term loan credit agreement that established a 364-day, $1.0 billion, unsecured 
delayed draw term loan facility under which we could borrow for general corporate purposes.  The term loan credit 
agreement provided for borrowing at prevailing rates and included covenants that align with the $800 million credit 
agreement.  The term loan expired undrawn in October 2024.
 
11.  Leases
We are committed under long-term lease agreements for equipment, lines of road, and other property.  We combine 
lease and non-lease components for new and reassessed leases.  Some of these agreements are variable lease 
agreements that include usage-based payments.  These agreements contain payment provisions that depend on an 
index or rate, initially measured using the index or rate at the lease commencement date, and are therefore not 
included in our future minimum lease payments.  Our long-term lease agreements do not contain any material 
restrictive covenants.  
Our equipment leases have remaining terms of less than 1 year to 7 years and our lines of road and land leases have 
remaining terms of less than 1 year to 133 years.  Some of these leases include options to extend the leases for up to 
99 years and some include options to terminate the leases within 30 days.  Because we are not reasonably certain to 
exercise these renewal options, the options are not considered in determining the lease term, and associated 
payments are excluded from future minimum lease payments.  
Leases with an initial term of twelve months or less are not recorded on the balance sheet.  We recognize lease 
expense for these leases on a straight-line basis over the lease term.  
Operating lease amounts included on the Consolidated Balance Sheets are as follows:
December 31,
2024
2023
($ in millions)
Classification
Assets
Right-of-use (ROU) assets
Other assets
$ 
271 $ 
390 
Liabilities
Current lease liabilities
Other current liabilities
$ 
81 $ 
105 
Non-current lease liabilities
Other liabilities
 
191  
287 
Total lease liabilities
$ 
272 $ 
392 
The components of total lease expense, primarily included in “Purchased services and rents,” are as follows:
2024
2023
2022
($ in millions)
Operating lease expense
$ 
102 $ 
115 $ 
101 
Variable lease expense
 
84  
84  
55 
Short-term lease expense
 
10  
15  
18 
Total lease expense
$ 
196 $ 
214 $ 
174 
K65

In March 2019, we entered into a non-cancellable lease for an office building.  In 2021, the construction of the 
office building was completed, and the lease commenced.  The initial lease term is five years with options to renew, 
purchase, or sell the office building at the end of the lease term.  The lease contains a residual value guarantee of up 
to eighty-three percent of the total construction cost of $499 million.
Other information related to operating leases is as follows:
 
December 31,
2024
2023
Weighted-average remaining lease term (years) on operating leases
6.64
6.12
Weighted-average discount rates on operating leases
 3.96% 
 3.78% 
As the rates implicit in most of our leases are not readily determinable, we use a collateralized incremental 
borrowing rate based on the information available at the lease commencement date in determining the present value 
of future payments.  We use the portfolio approach and group leases into short-, medium-, and long-term categories, 
applying the corresponding incremental borrowing rates to these categories.  
During 2024 and 2023, respectively, ROU assets obtained in exchange for new operating lease liabilities were $21 
million and $65 million, respectively.  Cash paid for amounts included in the measurement of lease liabilities was 
$102 million and $117 million in 2024 and 2023, respectively, and is included in operating cash flows.
Future minimum lease payments under non-cancellable operating leases are as follows:
 
December 31, 2024
($ in millions)
2025
$ 
89 
2026
 
69 
2027
 
47 
2028
 
35 
2029
 
27 
2030 and subsequent years
 
47 
Total lease payments
 
314 
Less: Interest
 
42 
Present value of lease liabilities
$ 
272 
K66

December 31, 2023
($ in millions)
2024
$ 
116 
2025
 
105 
2026
 
85 
2027
 
42 
2028
 
30 
2029 and subsequent years
 
66 
Total lease payments
 
444 
Less: Interest
 
52 
Present value of lease liabilities
$ 
392 
12.  Other Liabilities
 
December 31,
 
2024
2023
 
($ in millions)
Long-term advances from Conrail (Note 7)
$ 
534 $ 
534 
Net pension obligations (Note 13)
 
252  
279 
Casualty and other claims (Note 18)
 
229  
221 
Non-current operating lease liability (Note 11)
 
191  
287 
Net other postretirement benefit obligations (Note 13)
 
133  
172 
Non-current Eastern Ohio incident liability (Note 18)
 
103  
118 
Deferred compensation
 
90  
80 
Other
 
228  
148 
Total
$ 
1,760 $ 
1,839 
13.  Pensions and Other Postretirement Benefits
 
We have both funded and unfunded defined benefit pension plans covering eligible employees.  We also provide 
specified health care benefits to eligible retired employees; these plans can be amended or terminated at our option.  
Under our self-insured retiree health care plan, for those participants who are not Medicare-eligible, certain health 
care expenses are covered for retired employees and their dependents, reduced by any deductibles, coinsurance, and, 
in some cases, coverage provided under other group insurance policies.  Eligible retired participants and their 
spouses who are Medicare-eligible are not covered under the self-insured retiree health care plan, but instead are 
provided with an employer-funded health reimbursement account which can be used for reimbursement of health 
insurance premiums or eligible out-of-pocket medical expenses. 
K67

Pension and Other Postretirement Benefit Obligations and Plan Assets
Pension Benefits
Other Postretirement
Benefits
 
2024
2023
2024
2023
 
($ in millions)
Change in benefit obligations:
 
 
 
 
Benefit obligation at beginning of year
$ 
2,151 $ 
2,051 $ 
310 $ 
326 
Service cost
 
26  
25  
4  
4 
Interest cost
 
107  
108  
15  
17 
Actuarial (gains) losses
 
(91)  
122  
(21)  
1 
Plan amendments
 
—  
—  
—  
(5) 
Benefits paid
 
(155)  
(155)  
(32)  
(33) 
Curtailment
 
—  
—  
2  
— 
Benefit obligation at end of year
 
2,038  
2,151  
278  
310 
Change in plan assets:
 
 
 
 
Fair value of plan assets at beginning of year
 
2,503  
2,260  
138  
122 
Actual return on plan assets
 
181  
375  
21  
21 
Employer contributions
 
22  
23  
18  
28 
Benefits paid
 
(155)  
(155)  
(32)  
(33) 
Fair value of plan assets at end of year
 
2,551  
2,503  
145  
138 
Funded status at end of year
$ 
513 $ 
352 $ 
(133) $ 
(172) 
Amounts recognized in the Consolidated Balance Sheets: 
 
 
 
 
Other assets
$ 
786 $ 
652 $ 
— $ 
— 
Other current liabilities
 
(21)  
(21)  
—  
— 
Other liabilities
 
(252)  
(279)  
(133)  
(172) 
Net amount recognized
$ 
513 $ 
352 $ 
(133) $ 
(172) 
Amounts included in accumulated other comprehensive
 
 
 
 
loss (before tax):
 
 
 
 
Net (gain) loss
$ 
488 $ 
574 $ 
(56) $ 
(28) 
Prior service benefit
 
(4)  
(5)  
(113)  
(156) 
Our accumulated benefit obligation for our defined benefit pension plans is $1.9 billion and $2.0 billion at 
December 31, 2024 and 2023, respectively.  Our unfunded pension plans, included above, which in all cases have 
no assets, had projected benefit obligations of $273 million and $300 million at December 31, 2024 and 2023, 
respectively, and had accumulated benefit obligations of $256 million and $273 million at December 31, 2024 and 
2023, respectively.
 
K68

Pension and Other Postretirement Benefit Cost Components
 
2024
2023
2022
 
($ in millions)
Pension benefits:
 
 
 
Service cost
$ 
26 $ 
25 $ 
40 
Interest cost
 
107  
108  
67 
Expected return on plan assets
 
(203)  
(208)  
(213) 
Amortization of net losses
 
17  
4  
49 
Amortization of prior service benefit
 
(1)  
(1)  
— 
Net benefit
$ 
(54) $ 
(72) $ 
(57) 
Other postretirement benefits:
 
 
 
Service cost
$ 
4 $ 
4 $ 
6 
Interest cost
 
15  
17  
9 
Expected return on plan assets
 
(11)  
(11)  
(13) 
Amortization of net gains
 
(1)  
—  
— 
Amortization of prior service benefit
 
(23)  
(26)  
(25) 
Curtailment gain
 
(20)  
—  
— 
Net benefit
$ 
(36) $ 
(16) $ 
(23) 
The service cost component of defined benefit pension cost and other postretirement benefit cost are reported within 
“Compensation and benefits” and all other components are presented in “Other income – net” on the Consolidated 
Statements of Income.  
During 2024, we commenced voluntary and involuntary separation programs to reduce our nonagreement 
workforce.  Through these programs, approximately 350 employees were separated from service by May 2024.  In 
accordance with FASB ASC Topic 715, “Compensation-Retirement Benefits,” we evaluated whether a curtailment 
of our pension and other postretirement benefit plans had occurred.  While the reduction in our workforce did not 
result in a curtailment to our pension benefit plans, a curtailment to our other postretirement benefit plan did occur 
as the future years of service of plan participants were reduced in excess of 10%.  As a result, we recognized a 
curtailment gain of $20 million in 2024 for the impacted portion of the prior service benefit previously recorded 
within accumulated other comprehensive loss.
K69

Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
 
2024
Pension
Benefits
Other
Postretirement 
Benefits
 
($ in millions)
Net gains arising during the year
$ 
(69) $ 
(31) 
Amortization of net gains (losses)
 
(17)  
1 
Amortization of prior service benefit
 
1  
23 
Prior service benefit due to curtailment
 
—  
20 
Effect of curtailment
 
—  
2 
Total recognized in other comprehensive income
$ 
(85) $ 
15 
 
 
Total recognized in net periodic cost and other comprehensive income
$ 
(139) $ 
(21) 
 
Net gains arising during the year for both pension benefits and other postretirement benefits were due primarily to 
an increase in discount rates, in addition to higher actual returns on plan assets for our other postretirement benefit 
plan assets. 
The estimated net losses and prior service credits for the pension plans that will be amortized from accumulated 
other comprehensive loss into net periodic cost over the next year are $22 million.  The estimated prior service 
benefit and net gains for the other postretirement benefit plans that will be amortized from accumulated other 
comprehensive loss into net periodic benefit over the next year is $24 million. 
K70

Pension and Other Postretirement Benefits Assumptions
 
Costs for pension and other postretirement benefits are determined based on actuarial valuations that reflect 
appropriate assumptions as of the measurement date, ordinarily the beginning of each year.  The funded status of the 
plans is determined using appropriate assumptions as of each year end.  A summary of the major assumptions 
follows:
 
2024
2023
2022
Pension funded status:
 
 
 
Discount rate
 5.73% 
 5.23% 
 5.56% 
Future salary increases
 4.44% 
 4.44% 
 4.44% 
Other postretirement benefits funded status:
 
  
Discount rate
 5.52% 
 5.11% 
 5.45% 
Pension cost:
 
  
Discount rate - service cost
 5.41% 
 5.75% 
 3.25% 
Discount rate - interest cost
 5.10% 
 5.40% 
 2.45% 
Return on assets in plans
 8.00% 
 8.00% 
 8.00% 
Future salary increases
 4.44% 
 4.44% 
 4.44% 
Other postretirement benefits cost:
 
  
Discount rate - service cost
 5.81% 
 5.56% 
 3.01% 
Discount rate - interest cost
 5.58% 
 5.23% 
 2.13% 
Return on assets in plans
 7.75% 
 7.75% 
 7.75% 
Health care trend rate
 6.50% 
 7.00% 
 6.50% 
To determine the discount rates used to measure our benefit obligations, we utilize analyses in which the projected 
annual cash flows from the pension and other postretirement benefit plans were matched with yield curves based on 
an appropriate universe of high-quality corporate bonds.  We use the results of the yield curve analyses to select the 
discount rates that match the payment streams of the benefits in these plans.
We use a spot rate approach to estimate the service cost and interest cost components of net periodic benefit cost for 
our pension and other postretirement benefit plans.
 
Health Care Cost Trend Assumptions
 
For measurement purposes at December 31, 2024, increases in the per capita cost of pre-Medicare covered health 
care benefits were assumed to be 6.5% for 2025.  We assume the rate will ratably decrease to an ultimate rate of 
5.0% for 2031 and remain at that level thereafter.
Asset Management
 
Twelve investment firms manage our defined benefit pension plan’s assets under investment guidelines approved by 
our Benefits Investment Committee that is composed of members of our management.  Investments are restricted to 
domestic and international equity securities, domestic and international fixed income securities, and unleveraged 
exchange-traded options and financial futures.  Limitations restrict investment concentration and use of certain 
derivative investments.  The target asset allocation for equity is 75% of the pension plan’s assets.  Fixed income 
investments must consist predominantly of securities rated investment grade or higher.  Equity investments must be 
in liquid securities listed on national exchanges.  No investment is permitted in our securities (except through 
commingled pension trust funds).
 
K71

Our pension plan’s weighted-average asset allocations, by asset category, were as follows:
Percentage of Plan
Assets at December 31,
 
2024
2023
Domestic equity securities
 52% 
 50% 
Debt securities
 25% 
 24% 
International equity securities
 22% 
 24% 
Cash and cash equivalents
 1% 
 2% 
Total
 100% 
 100% 
The other postretirement benefit plan assets consist primarily of trust-owned variable life insurance policies with an 
asset allocation at December 31, 2024 of 65% in equity securities and 35% in debt securities compared with 66% in 
equity securities and 34% in debt securities at December 31, 2023.  The target asset allocation for equity is between 
50% and 75% of the plan’s assets.
 
The plans’ assumed future returns are based principally on the asset allocations and historical returns for the plans’ 
asset classes determined from both actual plan returns and, over longer time periods, expected market returns for 
those asset classes.  For 2025, we assume an 8.00% return on pension plan assets.
Fair Value of Plan Assets
 
The following is a description of the valuation methodologies used for pension plan assets measured at fair value.
 
Common stock:  Shares held by the plan at year end are valued at the official closing price as defined by the 
exchange or at the most recent trade price of the security at the close of the active market.
 
Common collective trusts:  The readily determinable fair value is based on the published fair value per unit 
of the trusts.  The common collective trusts hold equity securities, fixed income securities and cash and cash 
equivalents.
 
Fixed income securities:  Valued based on quotes received from independent pricing services or at an 
estimated price at which a dealer would pay for the security at year end using observable market-based 
inputs.
Commingled funds:  The readily determinable fair value is based on the published fair value per unit of the 
funds.  The commingled funds hold equity securities.
 
Cash and cash equivalents:  Short-term Treasury bills or notes are valued at an estimated price at which a 
dealer would pay for the security at year end using observable market-based inputs; money market funds are 
valued at the closing price reported on the active market on which the funds are traded.
 
K72

The following table sets forth the pension plan’s assets by valuation technique level, within the fair value hierarchy.  
There were no level 3 valued assets at December 31, 2024 or 2023.
 
December 31, 2024
 
Level 1
Level 2
Total
 
($ in millions)
Common stock
$ 
1,054 $ 
— $ 
1,054 
Common collective trusts:
 
 
 
International equity securities
 
—  
362  
362 
Debt securities
 
—  
637  
637 
Domestic equity securities
 
—  
346  
346 
Fixed income securities:
Government and agencies securities
 
—  
4  
4 
Commingled funds
 
—  
123  
123 
Cash and cash equivalents
 
25  
—  
25 
Total investments
$ 
1,079 $ 
1,472 $ 
2,551 
 
December 31, 2023
 
Level 1
Level 2
Total
 
($ in millions)
Common stock
$ 
1,192 $ 
— $ 
1,192 
Common collective trusts:
 
 
 
International equity securities
 
—  
371  
371 
Debt securities
 
—  
310  
310 
Domestic equity securities
 
—  
166  
166 
Fixed income securities:
Government and agencies securities
 
—  
170  
170 
Corporate bonds
 
—  
93  
93 
Mortgage and other asset-backed securities
 
—  
32  
32 
Commingled funds
 
—  
122  
122 
Cash and cash equivalents
 
47  
—  
47 
Total investments
$ 
1,239 $ 
1,264 $ 
2,503 
 
The following is a description of the valuation methodologies used for other postretirement benefit plan assets 
measured at fair value.
 
Trust-owned life insurance:  Valued at our interest in trust-owned life insurance issued by a major insurance 
company.  The underlying investments owned by the insurance company consist of a U.S. stock account 
and a U.S. bond account but may retain cash at times as well.  The U.S. stock account and U.S. bond 
account are valued based on readily determinable fair values.
The other postretirement benefit plan assets consisted of trust-owned life insurance with fair values of $145 million 
and $138 million at December 31, 2024 and 2023, respectively, and are valued under level 2 of the fair value 
hierarchy.  There were no level 1 or level 3 valued assets.
 
K73

Contributions and Estimated Future Benefit Payments
 
In 2025, we expect to contribute approximately $21 million to our unfunded pension plans for payments to 
pensioners and approximately $30 million to our other postretirement benefit plans for retiree health and death 
benefits.  We do not expect to contribute to our funded pension plan in 2025. 
Benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows:
Pension
Benefits
Other
Postretirement 
Benefits
 
($ in millions)
2025
$ 
153 $ 
30 
2026
 
152  
29 
2027
 
150  
27 
2028
 
149  
26 
2029
 
148  
25 
Years 2030 – 2034
 
738  
119 
 
Other Postretirement Coverage
 
Under collective bargaining agreements, Norfolk Southern and certain subsidiaries participate in a multi-employer 
benefit plan, which provides certain postretirement health care and life insurance benefits to eligible craft 
employees.  Premiums under this plan are expensed as incurred and totaled $9 million, $11 million, and $13 million 
in 2024, 2023, and 2022, respectively.
 
Section 401(k) Plans
 
Norfolk Southern and certain subsidiaries provide Section 401(k) savings plans for employees.  Under the plans, we 
match a portion of employee contributions, subject to applicable limitations.  Our matching contributions, recorded 
as an expense, totaled $25 million in both 2024 and 2023, and $22 million in 2022.
14.  Stock-Based Compensation
 
Under the stockholder-approved LTIP, the Human Capital Management and Compensation Committee 
(Committee), which is made up of nonemployee members of the Board, or the Chief Executive Officer (when 
delegated authority by such Committee), may grant stock options, stock appreciation rights (SARs), restricted stock 
units (RSUs), restricted shares, performance share units (PSUs), and performance shares, up to a maximum of 
104,125,000 shares of our Common Stock, of which 7,438,613 remain available for future grants as of 
December 31, 2024.  
 
The number of shares remaining for issuance under the LTIP is reduced (i) by 1 for each award granted as a stock 
option or stock-settled SAR, or (ii) by 1.61 for an award made in the form other than a stock option or stock-settled 
SAR.  Under the Board-approved Thoroughbred Stock Option Plan (TSOP), the Committee may grant stock options 
up to a maximum of 6,000,000 shares of Common Stock.  We use newly issued shares to satisfy any exercises and 
awards under the LTIP and the TSOP.
The LTIP also permits the payment, on a current or a deferred basis and in cash or in stock, of dividend equivalents 
on shares of Common Stock covered by stock options, RSUs, or PSUs in an amount commensurate with regular 
quarterly dividends paid on Common Stock.  With respect to stock options, if employment of the participant is 
terminated for any reason, including retirement, disability, or death, we have no further obligation to make any 
K74

dividend equivalent payments.  Regarding RSUs, we have no further obligation to make any dividend equivalent 
payments unless employment of the participant is terminated as a result of qualifying retirement or disability.  
Should an employee terminate employment, they are not required to forfeit dividend equivalent payments already 
received.  Outstanding PSUs do not receive dividend equivalent payments.
 
The Committee granted stock options, RSUs, and PSUs pursuant to the LTIP for the last three years as follows:
2024
2023
2022
 Granted
Weighted- 
Average 
Grant-Date 
Fair Value
Granted
Weighted- 
Average 
Grant-Date 
Fair Value
Granted
Weighted- 
Average 
Grant-Date 
Fair Value
Stock options
107,620
$ 
77.38 
69,580
$ 
77.60 
140,080
$ 
61.32 
RSUs
280,111
 
238.28 
214,936
 
230.12 
180,306
 
265.21 
PSUs
64,990
 
258.60 
59,200
 
236.16 
58,945
 
272.22 
Recipients of certain RSUs and PSUs pursuant to the LTIP who retire prior to December 31st will forfeit a portion 
of awards received in the current year.  Receipt of certain LTIP awards is contingent on the recipient having 
executed a non-compete agreement with the company.  Forfeitures are recognized as they occur.
We account for our grants of stock options, RSUs, PSUs, and dividend equivalent payments in accordance with 
FASB ASC 718, “Compensation - Stock Compensation.”  Accordingly, all awards result in charges to net income 
while dividend equivalent payments, which are all related to equity classified awards, are charged to retained 
income.  Compensation cost for the awards is recognized on a straight-line basis over the requisite service period for 
the entire award.  Related compensation costs and tax benefits during the years were:
 
 
2024
2023
2022
 
($ in millions)
Stock-based compensation expense
$ 
40 $ 
40 $ 
53 
Total tax benefit
 
11  
15  
27 
Stock Options
 
Option exercise prices will be at least the higher of (i) the average of the high and low prices at which Common 
Stock is traded on the grant date, or (ii) the closing price of Common Stock on the grant date.  All options are 
subject to a vesting period of at least one year, and the term of the option will not exceed ten years.  Holders of the 
options granted under the LTIP who remain actively employed receive cash dividend equivalent payments for four 
years in an amount equal to the regular quarterly dividends paid on Common Stock.
For all years prior to 2024, options granted under the LTIP and the TSOP may not be exercised prior to the fourth 
and third anniversaries of the date of grant, respectively, or if the optionee retires or dies before that anniversary 
date, may not be exercised before the later of one year after the grant date or the date of the optionee’s retirement or 
death.  Beginning in 2024, a prorated portion of the total LTIP award will vest on the first anniversary of the grant 
date continuing annually through the fourth anniversary of the grant date.
 
The fair value of each option awarded was measured on the date of grant using the Black-Scholes valuation model.  
Expected volatility is based on implied volatility from traded options on, and historical volatility of, Common 
Stock.  Historical data is used to estimate option exercises and employee terminations within the valuation model.  
Historical exercise data is used to estimate the average expected option term.  The average risk-free interest rate is 
based on the U.S. Treasury yield curve in effect at the time of grant.  A dividend yield of zero was used for the LTIP 
K75

options during the vesting period.  For 2024, 2023, and 2022, a dividend yield of 2.25%, 2.24%, and 1.85%, 
respectively, was used for the vested period during the remaining expected option term for LTIP options.
The assumptions for the LTIP grants for the last three years are shown in the following table:
 
2024
2023
2022
Average expected volatility
 28% 
 27% 
 27% 
Average risk-free interest rate
 3.93% 
 3.54% 
 1.80% 
Average expected option term
6.7 years
7.0 years
6.5 years
A summary of changes in stock options is presented below:
Stock
Options
Weighted- 
Average
Exercise 
Price 
Outstanding at December 31, 2023
 
743,397 $ 
155.17 
Granted
 
107,620  
242.06 
Exercised
 
(348,533)  
120.95 
Forfeited
 
(129,820)  
250.29 
Outstanding at December 31, 2024
 
372,664  
179.14 
 
The aggregate intrinsic value of options outstanding at December 31, 2024 was $25 million with a weighted-
average remaining contractual term of 4.5 years.  Of these options outstanding, 247,725 were exercisable and had an 
aggregate intrinsic value of $25 million with a weighted-average exercise price of $141.19 and a weighted-average 
remaining contractual term of 2.7 years.
The following table provides information related to options exercised for the last three years:
 
 
2024
2023
2022
 
($ in millions)
Options exercised
 
348,533  
206,016  
307,660 
Total intrinsic value
$ 
46 $ 
27 $ 
54 
Cash received upon exercise
 
41  
19  
25 
Related tax benefits realized
 
8  
6  
12 
 
At December 31, 2024, total unrecognized compensation related to options granted under the LTIP was $3 million, 
and is expected to be recognized over a weighted-average period of approximately 2.6 years.
K76

Restricted Stock Units
 
RSUs granted primarily have a four-year ratable restriction period and will be settled through the issuance of shares 
of Common Stock.  Certain RSU grants include cash dividend equivalent payments during the restriction period in 
an amount equal to regular quarterly dividends paid on Common Stock.  The fair value of each RSU was measured 
on the date of grant as the average of the high and low prices at which Common Stock is traded on the grant date, 
adjusted for the impact of dividend equivalent payments as applicable.  
 
2024
2023
2022
 
($ in millions)
RSUs vested
 
171,620  
157,417  
249,138 
Common Stock issued net of tax withholding
 
118,365  
110,069  
175,781 
Related tax benefits realized
$ 
1 $ 
1 $ 
5 
A summary of changes in RSUs is presented below:
RSUs
Weighted-
Average
Grant-Date
Fair Value
Nonvested at December 31, 2023
 
433,858 $ 
239.21 
Granted
 
280,111  
238.28 
Vested
 
(171,620)  
234.80 
Forfeited
 
(73,480)  
235.84 
Nonvested at December 31, 2024
 
468,869  
240.80 
 
At December 31, 2024, total unrecognized compensation related to RSUs was $52 million and is expected to be 
recognized over a weighted-average period of approximately 2.6 years. 
 
Performance Share Units
 
PSUs provide for awards based on the achievement of certain predetermined corporate performance goals at the end 
of a three-year cycle and are settled through the issuance of shares of Common Stock.  All PSUs will earn out based 
on the achievement of performance conditions and some will also earn out based on a market condition.  The market 
condition fair value was measured on the date of grant using a Monte Carlo simulation model.
 
2024
2023
2022
 
($ in millions)
PSUs earned
 
41,580  
58,599  
86,420 
Common Stock issued net of tax withholding
 
26,056  
40,255  
54,651 
Related tax benefits realized
$ 
— $ 
— $ 
1 
K77

A summary of changes in PSUs is presented below:
PSUs
Weighted-
Average
Grant-Date
Fair Value
Balance at December 31, 2023
 
136,709 $ 
247.28 
Granted
 
64,990  
258.60 
Earned
 
(41,580)  
240.64 
Forfeited
 
(85,095)  
251.40 
Balance at December 31, 2024
 
75,024  
256.08 
 
At December 31, 2024, total unrecognized compensation related to PSUs granted under the LTIP was $2 million 
and is expected to be recognized over a weighted-average period of approximately 1.9 years.
Shares Available and Issued
 
Shares of Common Stock available for future grants and issued in connection with all features of the LTIP and the 
TSOP at December 31, were as follows:
 
 
2024
2023
2022
Available for future grants:
 
 
 
LTIP
 
7,438,613  
7,731,573  
8,238,993 
TSOP
 
437,746  
436,571  
436,402 
Issued:
 
 
 
LTIP
 
444,189  
315,700  
503,090 
TSOP
 
48,765  
40,640  
35,002 
 
K78

15.  Stockholders’ Equity
Common Stock
Common Stock is reported net of shares held by our consolidated subsidiaries (Treasury Shares).  Treasury Shares 
at December 31, 2024 and 2023 amounted to 20,320,777, with a cost of $19 million at both dates.   
Accumulated Other Comprehensive Loss
The components of “Other comprehensive income” reported in the Consolidated Statements of Comprehensive 
Income and changes in the cumulative balances of “Accumulated other comprehensive loss” reported in the 
Consolidated Balance Sheets consisted of the following:
Balance
at 
Beginning
of Year
Net 
Income
Reclassification
Adjustments
Balance
at End
of Year
 
($ in millions)    
Year ended December 31, 2024
 
 
 
 
Pensions and other postretirement liabilities
$ 
(292) $ 
74 $ 
(22) $ 
(240) 
Other comprehensive income of equity investees
 
(28)  
6  
—  
(22) 
Accumulated other comprehensive loss
$ 
(320) $ 
80 $ 
(22) $ 
(262) 
Year ended December 31, 2023
 
 
 
 
Pensions and other postretirement liabilities
$ 
(319) $ 
44 $ 
(17) $ 
(292) 
Other comprehensive income of equity investees
 
(32)  
4  
—  
(28) 
Accumulated other comprehensive loss
$ 
(351) $ 
48 $ 
(17) $ 
(320) 
K79

Other Comprehensive Income
 
“Other comprehensive income” reported in the Consolidated Statements of Comprehensive Income consisted of the 
following:
Pretax
Amount
Tax
(Expense)
Benefit
Net-of-Tax
Amount
 
($ in millions)
Year ended December 31, 2024
 
 
 
Net gain arising during the year:
 
 
 
  Pensions and other postretirement benefits
$ 
98 $ 
(24) $ 
74 
Reclassification adjustments for costs included in net income
 
(28)  
6  
(22) 
         Subtotal
 
70  
(18)  
52 
Other comprehensive income of equity investees
 
7  
(1)  
6 
Other comprehensive income
$ 
77 $ 
(19) $ 
58 
Year ended December 31, 2023
 
 
 
Net gain arising during the year:
 
 
 
  Pensions and other postretirement benefits
$ 
59 $ 
(15) $ 
44 
Reclassification adjustments for costs included in net income
 
(23)  
6  
(17) 
         Subtotal
 
36  
(9)  
27 
Other comprehensive income of equity investees
 
4  
—  
4 
Other comprehensive income
$ 
40 $ 
(9) $ 
31 
Year ended December 31, 2022
 
 
 
Net gain arising during the year:
 
 
 
  Pensions and other postretirement benefits
$ 
27 $ 
(7) $ 
20 
Reclassification adjustments for costs included in net income
 
24  
(7)  
17 
         Subtotal
 
51  
(14)  
37 
Other comprehensive income of equity investees
 
17  
(3)  
14 
Other comprehensive income
$ 
68 $ 
(17) $ 
51 
K80

16.  Stock Repurchase Programs
 
We did not repurchase any shares of Common Stock under our stock repurchase program in 2024, while we 
repurchased and retired 2.8 million and 12.6 million shares of Common Stock under our stock repurchase programs 
in 2023 and 2022, respectively, at a cost of $627 million and $3.1 billion, respectively, inclusive of excise taxes.  
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, 2024, $6.9 billion remains authorized for repurchase.  
Our previous share repurchase program terminated on March 31, 2022.  
17.  Earnings Per Share
 
The following table sets forth the calculation of basic and diluted earnings per share:
 
 
Basic
Diluted
 
2024
2023
2022
2024
2023
2022
 
($ in millions except per share amounts, shares in millions)
Net income
$ 2,622 $ 1,827 $ 3,270 $ 2,622 $ 1,827 $ 3,270 
Dividend equivalent payments
 
(3)  
(3)  
(2)  
(2)  
(3)  
(1) 
Income available to common stockholders
$ 2,619 $ 1,824 $ 3,268 $ 2,620 $ 1,824 $ 3,269 
Weighted-average shares outstanding
 
226.1  226.9  
234.8  226.1  
226.9  
234.8 
Dilutive effect of outstanding options
 
 
 
 
 
 
and share-settled awards
 
 
 
 
0.3  
0.5  
0.8 
Adjusted weighted-average shares outstanding
 
 
 
 226.4  
227.4  
235.6 
Earnings per share
$ 11.58 $ 8.04 $ 13.92 $ 11.57 $ 
8.02 $ 13.88 
In each year, dividend equivalent payments were made to certain holders of stock options and RSUs.  For purposes 
of computing basic earnings per share, dividend equivalent payments made to holders of stock options and RSUs 
were deducted from net income to determine income available to common stockholders.  For purposes of computing 
diluted earnings per share, we evaluate on a grant-by-grant basis those stock options and RSUs receiving dividend 
equivalent payments under the two-class and treasury stock methods to determine which method is more dilutive for 
each grant.  For those grants for which the two-class method was more dilutive, net income was reduced by 
dividend equivalent payments to determine income available to common stockholders.  The dilution calculations 
exclude options having exercise prices exceeding the average market price of Common Stock as follows: 
0.1 million for the years ended December 31, 2024, 2023, and 2022.  
18.  Commitments and Contingencies
 
Eastern Ohio Incident
Summary
On February 3, 2023, a train operated by us derailed in East Palestine, Ohio.  The derailed equipment included 38 
railcars, 11 of which were non-Company-owned tank cars containing hazardous materials.  Fires associated with the 
derailment threatened certain tank cars.  There was concern that the pressure inside of the tank cars carrying vinyl 
chloride was rising and that the pressure relief devices were no longer functioning properly, which would have 
K81

posed the risk of a catastrophic explosion.  As a consequence, on February 6, 2023, the local incident commander 
(the East Palestine Fire Chief)—in consultation with the incident command that included, among others, federal, 
state and local officials and Norfolk Southern—opted to conduct a controlled vent and burn of five derailed tank 
cars, all of which contained vinyl chloride.  This procedure involved creating holes in the five tank cars to drain the 
vinyl chloride into adjacent trenches that had been dug into the ground where the vinyl chloride was ignited and 
burned.  Any remaining materials released from the derailment or during the vent and burn have been or are being 
remediated.  The February 3rd derailment, the associated fire, and the resulting vent and burn of the tank cars 
containing vinyl chloride on February 6th is hereinafter referred to as the “Incident.”
In response to the Incident, we have been working to clean the site safely and thoroughly, including those activities 
described in the Environmental Matters section below with respect to potentially impacted air, soil, and water and to 
monitor for any impact on public health and the environment.  We are working with federal, state, and local officials 
to mitigate impacts from the Incident, including, among other efforts, conducting environmental monitoring and 
clean-up activities (as more fully described below), and operating a field office to provide support to members of 
East Palestine and the surrounding communities.
Financial Impact
Although we cannot predict the final outcome or estimate the reasonably possible range of loss related to the 
Incident with certainty, we have accrued amounts for probable and reasonably estimable liabilities for those 
environmental and non-environmental matters described below.  Certain costs incurred thus far and related to the 
Incident may be recoverable under our insurance policies in effect at the date of the Incident or from third parties.  
For additional information about our insurance coverage, see “Insurance” below.  Any additional amounts 
recoverable under our insurance policies or from third parties will be reflected in future periods when recovery is 
considered probable.  
Amounts recorded related to the Incident, including outstanding liabilities at the end of each year, are summarized 
in the table below.  Our current estimates of probable and reasonably estimable liabilities principally associated with 
environmental matters and legal proceedings are discussed in further detail below.
Environmental 
Matters
Legal 
Contingencies 
and Other
Total
Insurance 
Recoveries
Total - Net of 
Recoveries
($ in millions)
At December 31, 2022
$ 
— 
$ 
— 
$ 
— 
$ 
— 
$ 
— 
Expense/(Recoveries)
 
836 
 
381 
 
1,217 
 
(101) 
 
1,116 
(Payments)/Receipts
 
(517)  
(236) 
 
(753) 
 
101 
 
(652) 
At December 31, 2023
$ 
319 
$ 
145 
$ 
464 
$ 
— 
$ 
464 
Expense/(Recoveries)
 
190 
 
785 
 
975 
 
(650) 
 
325 
(Payments)/Receipts
 
(265)  
(486) 
 
(751) 
 
632 
 
(119) 
At December 31, 2024
$ 
244 
$ 
444 
$ 
688 
$ 
(18) 
$ 
670 
At December 31, 2024 and December 31, 2023, we have also recorded a deferred tax asset (Note 5) of $211 million 
and $249 million, respectively, related to the Incident expecting that certain expenses will be deductible for tax 
purposes in future periods or offset with insurance recoveries.  
Environmental Matters – In response to the Incident, we have been working with federal, state, and local 
officials such as the U.S. Environmental Protection Agency (EPA), the Ohio EPA, the Pennsylvania 
Department of Environmental Protection (DEP), and the Columbiana County Health District to conduct 
environmental response and remediation activities, some of which have concluded and some which are 
continuing, including but not limited to, excavating and disposing of potentially affected soil (based on 
K82

sampling results), air monitoring, indoor air quality screenings, municipal water and private water well 
testing, residential, commercial, and agricultural soil sampling, surface water and groundwater sampling, re-
routing a local waterway around the affected site, and capturing and shipping stormwater that enters the 
impacted derailment site to proper disposal facilities.  The EPA issued a Unilateral Administrative Order 
(UAO) on February 21, 2023, containing various requirements, including the submission of numerous work 
plans to assess and remediate various environmental media and performance of certain removal actions at 
the affected site.  On February 24, 2023, we submitted to the EPA our Notice of Intent to Comply with the 
UAO.  We continue to conduct environmental assessment and remediation activities pursuant to the UAO 
and the directives issued thereunder, including sampling and excavating soil (if needed based on sampling 
results) at the affected site, including areas beneath our tracks.  On October 18, 2023, the U.S. EPA issued a 
second unilateral order under Section 311(c) of the Clean Water Act (CWA Order), requiring preparation of 
additional environmental work plans to address local waterways.  We timely submitted our Notice of Intent 
to Comply with the CWA Order and continue to complete environmental assessment and remediation as 
required by the EPA, as well as state agencies, in compliance with the CWA Order.  Once approved by the 
court, the proposed Consent Decree (discussed below) will supersede the UAO and CWA Order.
We are also subject to the following legal proceedings that principally relate to the environmental impact of 
the Incident: 
•
The U.S. DOJ filed a civil complaint on behalf of the U.S. EPA (the DOJ Complaint) in the 
Northern District of Ohio (Eastern Division) seeking injunctive relief and civil penalties for alleged 
violations of the CWA and cost recovery under the Comprehensive Environmental Response, 
Compensation, and Liability Act (CERCLA).  The Ohio Attorney General (AG) also filed a lawsuit 
(the Ohio Complaint) in the Northern District of Ohio (Eastern Division) seeking damages for a 
variety of common law and environmental statutory claims under CERCLA and various state laws.  
The DOJ and Ohio AG cases have been consolidated for discovery purposes.  We have filed an 
answer, and discovery is ongoing in the Ohio AG case.  On June 30, 2023, we filed third-party 
claims against certain railcar defendants and shippers involved in the Incident.  The Court 
dismissed the third party claims on March 6, 2024, and on March 26, 2024, we filed a motion 
requesting the Court to enter partial final judgment as to the third party claims.  On May 23, 2024, 
DOJ and the Company reached a settlement to resolve all of the government’s civil claims against 
the Company related to the Incident, and jointly lodged a proposed Consent Decree with the court.  
As proposed, the Consent Decree will require the Company to pay for the federal government’s 
oversight costs of $57 million through November 30, 2023 as well as additional oversight costs 
from December 1, 2023 until the remediation is complete.  The proposed Consent Decree also 
requires the Company to pay a civil penalty of $15 million for alleged violations of the CWA.  
Other provisions of the proposed Consent Decree relate to injunctive relief for safety, community 
support including medical and mental health programs, and environmental support, which 
provisions, if approved by the court, will be in effect between five years to twenty years.  The 
proposed Consent Decree was subject to a mandatory public comment period, which ended on 
August 2, 2024, and DOJ filed a motion on October 10, 2024 seeking entry of the Consent Decree.  
The Ohio AG did not join this settlement and its claims remain outstanding and are proceeding.  
In accordance with FASB ASC 410-30 “Environmental Liabilities,” we have recognized probable and 
reasonably estimable liabilities in connection with the foregoing environmental matters.  Our current 
estimate includes ongoing and future environmental cleanup activities and remediation efforts, 
governmental oversight costs (including those incurred by the EPA and the Ohio EPA), and other related 
costs, including those in connection with the proposed DOJ Consent Decree (including civil penalties 
related to alleged violations of the CWA).  Our current estimates of future environmental cleanup and 
remediation liabilities related to the Incident may change over time due to various factors, including but not 
limited to, the nature and extent of required future cleanup and removal activities (including those resulting 
from soil, water, and sediment remediation activities that are currently being, and will continue to be, 
conducted at the site), and the extent and duration of governmental oversight, amongst other factors.  As 
K83

clean-up efforts progress and more information is available, we will review these estimates and revise as 
appropriate.   
Legal Proceedings and Claims (Non-Environmental) – To date, numerous non-environmental legal 
actions have commenced with respect to the Incident, including those more specifically set forth below. 
•
There is a consolidated putative class action pending in the Northern District of Ohio (Eastern 
Division) (the Ohio Class Action) in which plaintiffs allege various claims, including negligence, 
gross negligence, strict liability, and nuisance, and seeking as relief compensatory and punitive 
damages, medical monitoring and business losses.  On July 12, 2023, we filed a third-party 
complaint bringing in multiple parties involved in the Incident.  Fact discovery ended on February 
5, 2024.  The Court denied in part and granted in part all motions to dismiss, as to the plaintiffs’ 
case and as to our third-party complaint, on March 13, 2024.  On April 26, 2024, we entered into a 
class action settlement with the plaintiffs to resolve the Ohio Class Action for $600 million.  The 
settlement agreement resolves all class action claims within a 20-mile radius from the derailment 
and, for those residents who choose to participate, personal injury claims within a 10-mile radius 
from the derailment.  The settlement agreement does not resolve, and expressly preserves, our third-
party claims in the third-party complaint.  The district court granted final approval of the settlement 
on September 27, 2024, which was subsequently appealed.  We made a partial payment of the 
settlement in 2024, in the amount of $315 million.  Payment of the remaining balance, including 
timing, is dependent upon resolution of any appeals to the settlement.
Another putative class action is pending in the Western District of Pennsylvania, brought by 
Pennsylvania school districts and students.  On August 22, 2023, six Pennsylvania school districts 
and students filed a putative class action lawsuit alleging negligence, strict liability, nuisance, and 
trespass, and seeking damages and health monitoring.  On December 8, 2023, the school districts 
amended their complaint to add additional companies as defendants in the action.  On February 23, 
2024, we and the other defendants filed motions to dismiss and those motions are fully briefed and 
currently pending before the court.  Combined with the Ohio Class Action, these lawsuits are 
collectively referred to herein as the Incident Lawsuits.  
In accordance with FASB ASC 450, “Contingencies,” as of December 31, 2024 and December 31, 
2023, we had accruals for probable and reasonably estimable liabilities principally associated with 
the Incident Lawsuits and related contingencies of $369 million and $82 million, respectively.  For 
the reasons set forth below, our estimated loss or range of loss with respect to the Incident Lawsuits 
may change from time to time, and it is reasonably possible that we will incur actual losses in 
excess of the amounts currently accrued and such additional amounts may be material.  While we 
continue to work with parties with respect to potential resolution, no assurance can be given that we 
will be successful in doing so and we cannot predict the outcome of these matters.
•
We have received securities and derivative litigation and multiple shareholder document and 
litigation demand letters, including a securities class action lawsuit under the Securities Exchange 
Act of 1934 (Exchange Act) initially filed in the Southern District of Ohio alleging multiple 
securities law violations but since transferred to the Northern District of Georgia, a securities class 
action lawsuit under the Securities Act of 1933 (Securities Act) filed in the Southern District of 
New York alleging misstatements in association with our debt offerings, and six shareholder 
derivative complaints filed in Virginia state court asserting claims for breach of fiduciary duties, 
waste of corporate assets, and unjust enrichment in connection with safety of the Company’s 
operations, among other claims (collectively, the Shareholder Matters).  On February 2, 2024, 
defendants filed a motion to dismiss the complaint in the Securities Act lawsuit, and on July 26, 
2024, the magistrate judge issued a Report and Recommendation to the district judge, 
recommending that the defendants’ motion to dismiss be granted in part and denied in part.  
Defendants’ objections to the Report and Recommendation were filed on August 9, 2024, and 
K84

plaintiffs’ response to defendants’ objections were filed on August 23, 2024.  A decision on the 
motion to dismiss remains pending.  The plaintiffs filed an amended complaint in the Exchange Act 
lawsuit on April 25, 2024, and the defendants filed a motion to dismiss on June 24, 2024.  A 
decision on the motion to dismiss remains pending.  No responsive pleadings have been filed yet 
with respect to the other Shareholder Matters. 
•
We are also named as a defendant in various other Incident-related lawsuits involving other 
potentially affected third parties, some of which were filed on or around February 3, 2025.  We are 
continuing to assess the claims and any potential impact on the Company.
With respect to the Incident-related litigation and regulatory matters, we record a liability for loss 
contingencies through a charge to earnings when we conclude that it is probable that a liability has been 
incurred and the amount of the liability can be reasonably estimated and disclose such liability if we 
conclude it to be material.  Any adjustments to the recorded liability will be reflected in earnings in the 
periods in which such adjustments become known.  Because the final outcome of any of these legal 
proceedings cannot be predicted with certainty, developments related to the progress of such legal 
proceedings or other unfavorable or unexpected developments or outcomes could result in additional costs 
or new or additionally accrued amounts that could be material to our results of operations in a particular 
year or quarter.  In addition, if it is reasonably possible that we will incur Incident-related losses in excess 
of the amounts currently recorded as a loss contingency, we disclose the potential range of loss, if 
reasonably estimable, or we disclose that we cannot reasonably estimate such an amount at this time.  For 
Incident-related litigation and regulatory matters where a loss may be reasonably possible, but not probable, 
or probable but not reasonably estimable, no accrual is established but the matter, if potentially material, is 
disclosed. 
Our estimates of probable losses and reasonably possible losses are based upon currently available 
information and involve significant judgement and a variety of assumptions, given that (1) certain legal and 
regulatory proceedings are in early stages; (2) discovery may not be completed; (3) damages sought in these 
legal and regulatory proceedings can be unsubstantiated or indeterminate; (4) there are often significant 
facts in dispute; and/or (5) there is a wide range of possible outcomes.  Accordingly, our estimated range of 
loss with respect to these matters may change from time to time, and actual losses may exceed current 
estimates.  At this time, we are unable to estimate the possible loss or range of loss in excess of the amounts 
accrued with respect to the matters described above.  
The amounts recorded do not include any estimate of loss for which we believe a loss is either not probable 
or not reasonably estimable for any fines or penalties (in excess of the liabilities established for CWA-
related civil penalties) that may be imposed as a result of the Incident Inquiries and Investigations, as more 
specifically set forth and defined below (the outcome of which are uncertain at this time).
Inquiries and Investigations 
As set forth above, we are subject to inquiries and investigations by numerous federal, state, and local government 
authorities and regulatory agencies regarding the Incident, including but not limited to, the NTSB, the FRA, the 
Occupational Safety and Health Administration, the Ohio AG, and the Pennsylvania AG.  Further details regarding 
the NTSB and FRA investigations are set forth below.  We are cooperating with all pending inquiries and 
investigations, including responding to civil and criminal subpoenas and other requests for information (the 
aforementioned inquiries and investigations, as well as the civil and criminal subpoenas are collectively referred to 
herein as the Incident Inquiries and Investigations).  Aside from the FRA Safety Assessment (defined and described 
below), the outcome of any current or future Incident Inquiries and Investigations is uncertain at this time, including 
any related fines, penalties or settlements.  Therefore, our accruals for probable and reasonably estimable liabilities 
related to the Incident do not include estimates of the total amount that we may incur for any such fines, penalties or 
settlements.  
K85

Subsequent to the Incident, investigators from the NTSB examined railroad equipment and track conditions; 
reviewed data from the signal system, wayside defect detectors, local surveillance cameras, and the lead 
locomotive’s event recorder and forward-facing and inward-facing image recorders; and completed certain 
interviews (the NTSB Investigation).  The NTSB concluded its investigation and adopted a final investigative report 
on June 25, 2024, then issued the final public report on July 12, 2024.  The NTSB found that the probable cause of 
the derailment was the failure of a bearing which overheated and caused the axle to separate, derailing the train and 
leading to a post-derailment fire.  The NTSB issued over 30 recommendations, of which four were issued to Norfolk 
Southern.  The NTSB continues to work on a safety culture investigation, and a report on this part of the 
investigation is expected to be issued in the spring of 2025.
Concurrent with the NTSB Investigation, the FRA also investigated the Incident.  Similar in scope to the NTSB 
Investigation, the FRA examined railroad equipment, track conditions, hazardous materials train placement and 
routing, and emergency response (the FRA Incident Investigation).  The FRA Incident Investigation will likely 
result in the assessment of civil penalties, though the amount and materiality of these penalties cannot be reasonably 
estimated at this time.  In addition to the FRA Incident Investigation, the FRA completed a 60-day supplemental 
safety assessment (the FRA Safety Assessment).  The FRA Safety Assessment included a review of findings from a 
previously completed 2022 system audit and an assessment of operational elements including, but not limited to: 
track, signal, and rolling stock maintenance, inspection and repair practices; protection of employees; 
communications between transportation departments and mechanical and engineering staff; operation control center 
procedures and dispatcher training.  The overall scope of the FRA Safety Assessment was to examine our safety 
culture.  The FRA issued a public report in early August 2023 which included its findings and related corrective 
actions.  We have launched initiatives to implement all of these items, and will monitor progress on these initiatives 
going forward.    
Other Commitments and Contingencies
Lawsuits
 
We and/or certain subsidiaries are defendants in numerous lawsuits and other claims relating principally to railroad 
operations.  When we conclude that it is probable that a liability has been incurred and the amount of the liability 
can be reasonably estimated, it is accrued through a charge to earnings and, if material, disclosed below.  While the 
ultimate amount of liability incurred in any of these lawsuits and claims is dependent on future developments, in our 
opinion, the recorded liability is adequate to cover the future payment of such liability and claims.  However, the 
final outcome of any of these lawsuits and claims cannot be predicted with certainty, and unfavorable or unexpected 
outcomes could result in additional accruals that could be significant to results of operations in a particular year or 
quarter.  Any adjustments to the recorded liability will be reflected in earnings in the periods in which such 
adjustments become known.  For lawsuits and other claims where a loss may be reasonably possible, but not 
probable, or is probable but not reasonably estimable, no accrual is established but the matter, if potentially 
material, is disclosed below.  We routinely review relevant information with respect to our lawsuits and other claims 
and update our accruals, disclosures and estimates of reasonably possible loss based on such reviews.  
In 2007, various antitrust class actions filed against us and other Class I railroads in various Federal district courts 
regarding fuel surcharges were consolidated in the District of Columbia by the Judicial Panel on Multidistrict 
Litigation.  In 2012, the court certified the case as a class action.  The defendant railroads appealed this certification, 
and the Court of Appeals for the District of Columbia vacated the District Court’s decision and remanded the case 
for further consideration.  On October 10, 2017, the District Court denied class certification.  The decision was 
upheld by the Court of Appeals on August 16, 2019.  Since that decision, various individual cases have been filed in 
multiple jurisdictions and also consolidated in the District of Columbia.  We intend to vigorously defend the cases 
and we believe that we will prevail.  However, given that litigation is inherently unpredictable and subject to 
uncertainties, there can be no assurances that the final resolution of the litigation will not be material.  At this time, 
we cannot reasonably estimate the potential loss or range of loss associated with this matter. 
K86

In 2018, a lawsuit was filed against one of our subsidiaries by the minority owner in a jointly-owned terminal 
railroad company in which our subsidiary has the majority ownership.  The lawsuit alleged violations of various 
state laws and federal antitrust laws.  On January 3, 2023, the court granted summary judgment to us on all of the 
compensatory claims but denied summary judgment for all equitable relief claims.  On January 18, 2023, the court 
dismissed the federal equitable relief claims, leaving the state equitable relief claims as the sole remaining issue 
under consideration.  On April 19, 2023, the court disposed of all remaining state equitable relief claims.  On 
August 29, 2024, the United States Court of Appeals for the Fourth Circuit affirmed the opinion of the lower court.  
We will continue to vigorously defend the lawsuit and, although it is reasonably possible we could incur a loss in 
the case, we believe that we will prevail.  However, given that litigation is inherently unpredictable and subject to 
uncertainties, there can be no assurances that the final outcome of the litigation (including the related appeal) will 
not be material.  Until such appeal is final, we cannot reasonably estimate the potential loss or range of loss 
associated with this matter.
Casualty Claims
 
Casualty claims include employee personal injury and occupational claims as well as third-party claims, all 
exclusive of legal costs.  To aid in valuing our personal injury liability and determining the amount to accrue with 
respect to such claims during the year, we utilize studies prepared by an independent consulting actuarial firm.  Job-
related personal injury and occupational claims are subject to the FELA, which is applicable only to railroads.  The 
variability inherent in FELA’s fault-based tort system could result in actual costs being different from the liability 
recorded.  While the ultimate amount of claims incurred is dependent on future developments, in our opinion, the 
recorded liability is adequate to cover the future payments of claims and is supported by the most recent actuarial 
study.  In all cases, we record a liability when the expected loss for the claim is both probable and reasonably 
estimable.
 
Employee personal injury claims – Other than Incident-related matters noted above, the largest component of 
claims expense is employee personal injury costs.  The independent actuarial firm we engage provides quarterly 
studies to aid in valuing our employee personal injury liability and estimating personal injury expense.  The 
actuarial firm studies our historical patterns of reserving for claims and subsequent settlements, taking into account 
relevant outside influences.  The actuarial firm provides the results of these analyses to aid in our estimate of the 
ultimate amount of liability.  We adjust the liability quarterly based upon our assessment and the results of the 
study.  The accuracy of our estimate of the liability is subject to inherent limitation given the difficulty of predicting 
future events such as jury decisions, court interpretations, or legislative changes.  As a result, actual claim 
settlements may vary from the estimated liability recorded.
Occupational claims – Occupational claims include injuries and illnesses alleged to be caused by exposures which 
occur over time as opposed to injuries or illnesses caused by a specific accident or event.  Types of occupational 
claims commonly seen allege exposure to asbestos and other claimed toxic substances resulting in respiratory 
diseases or cancer.  Many such claims are being asserted by former or retired employees, some of whom have not 
been employed in the rail industry for decades.  The independent actuarial firm provides an estimate of the 
occupational claims liability based upon our history of claim filings, severity, payments, and other pertinent 
facts.  The liability is dependent upon judgments we make as to the specific case reserves as well as judgments of 
the actuarial firm in the quarterly studies.  Our estimate of ultimate loss includes a provision for those claims that 
have been incurred but not reported.  This provision is derived by analyzing industry data and projecting our 
experience.  We adjust the liability quarterly based upon our assessment and the results of the study.  However, it is 
possible that the recorded liability may not be adequate to cover the future payment of claims.  Adjustments to the 
recorded liability are reflected in operating expenses in the periods in which such adjustments become known.
Third-party claims – We record a liability for third-party claims including those for highway crossing accidents, 
trespasser and other injuries, property damage, and lading damage.  The actuarial firm assists us with the calculation 
of potential liability for third-party claims, except lading damage, based upon our experience including the number 
and timing of incidents, amount of payments, settlement rates, number of open claims, and legal defenses.  We 
adjust the liability quarterly based upon our assessment and the results of the study.  Given the inherent uncertainty 
K87

in regard to the ultimate outcome of third-party claims, it is possible that the actual loss may differ from the 
estimated liability recorded.
 
Environmental Matters
 
We are subject to various jurisdictions’ environmental laws and regulations.  We record a liability where such 
liability or loss is probable and reasonably estimable.  Environmental specialists regularly participate in ongoing 
evaluations of all known sites and in determining any necessary adjustments to liability estimates.  
 
In addition to environmental claims associated with the Incident, our Consolidated Balance Sheets include liabilities 
for other environmental exposures of $65 million at December 31, 2024, and $60 million at December 31, 2023, of 
which $15 million is classified as a current liability at the end of both periods.  At December 31, 2024, the liability 
represents our estimates of the probable cleanup, investigation, and remediation costs based on available 
information at 74 known locations and projects compared with 81 locations and projects at December 31, 2023.  At 
December 31, 2024, twenty sites accounted for $56 million of the liability, and no individual site was considered to 
be material.  We anticipate that most of this liability will be paid out over five years; however, some costs will be 
paid out over a longer period. 
 
At eight locations, one or more of our subsidiaries in conjunction with a number of other parties have been 
identified as potentially responsible parties under CERCLA or comparable state statutes that impose joint and 
several liability for cleanup costs.  We calculate our estimated liability for these sites based on facts and legal 
defenses applicable to each site and not solely on the basis of the potential for joint liability.
 
As set forth above, with respect to known environmental sites (whether identified by us or by the U.S. EPA or 
comparable state authorities), estimates of our ultimate potential financial exposure for a given site or in the 
aggregate for all such sites can change over time because of the widely varying costs of currently available cleanup 
techniques, unpredictable contaminant recovery and reduction rates associated with available cleanup technologies, 
the likely development of new cleanup technologies, the difficulty of determining in advance the nature and full 
extent of contamination and each potential participant’s share of any estimated loss (and that participant’s ability to 
bear it), and evolving statutory and regulatory standards governing liability.
 
The risk of incurring environmental liability for acts and omissions, past, present, and future, is inherent in the 
railroad business.  Some of the commodities we transport, particularly those classified as hazardous materials, pose 
special risks that we work diligently to reduce.  In addition, several of our subsidiaries own, or have owned, land 
used as operating property, or which is leased and operated by others, or held for sale.  Because environmental 
problems that are latent or undisclosed may exist on these properties, there can be no assurance that we will not 
incur environmental liabilities or costs with respect to one or more of them, the amount and materiality of which 
cannot be estimated reliably at this time.  Moreover, lawsuits and claims involving these and potentially other 
unidentified environmental sites and matters are likely to arise from time to time.  The resulting liabilities could 
have a significant effect on financial position, results of operations, or liquidity in a particular year or quarter.  
 
Based on our assessment of the facts and circumstances now known, we believe we have recorded the probable and 
reasonably estimable costs for dealing with those environmental matters of which we are aware.  Further, we 
believe that it is unlikely that any known matters, either individually or in the aggregate, will have a material 
adverse effect on our financial position, results of operations, or liquidity.  
Labor Agreements
Approximately 80% of our railroad employees are covered by collective bargaining agreements with various labor 
unions.  Pursuant to the RLA, these agreements remain in effect until new agreements are reached, or until the 
bargaining procedures mandated by the RLA are completed.  Moratorium provisions in the labor agreements govern 
K88

when the railroads and unions may propose changes to the agreements.  We largely bargain nationally in concert 
with other major railroads, represented by the NCCC.
Under current moratorium provisions, neither party was permitted to serve notice to compel a new round of 
mandatory collective bargaining until November 1, 2024.  In the months prior to the opening of the current national 
bargaining round, we engaged in voluntary local discussions with our labor unions and, as a result, reached local 
tentative agreements with ten of our thirteen unions.  A majority of those tentative agreements were subsequently 
ratified by union membership and became effective January 1, 2025, foreclosing the parties from serving new 
notices to compel mandatory bargaining until November 1, 2029.
For those unions with whom we have not yet reached a ratified agreement, the NCCC, on behalf of Norfolk 
Southern, sent bargaining notices on November 1, 2024, to commence mandatory direct negotiations as prescribed 
under the RLA.  Even if the parties are unable to reach voluntary agreement during this first phase of RLA 
bargaining, self-help (e.g., a strike or other work stoppage) related to this collective-bargaining process remains 
prohibited by law until a lengthy series of additional procedures mandated by the RLA, including federal mediation, 
are exhausted.  
Insurance
 
We purchase insurance covering legal liabilities for bodily injury and property damage to third parties.  Our current 
liability insurance provides limits for approximately 83% of covered losses above $75 million and below $734 
million per occurrence and/or policy year.  Above $800 million per occurrence and/or policy year, we maintain 
approximately $43 million additional liability insurance limits for certain types of pollution releases.  We also 
purchase insurance for property damage to property owned by us or in our care, custody, or control.  Our current 
property insurance provides limits for approximately 82% of covered losses above $75 million and below $275 
million per occurrence and/or policy year.  With respect to the Incident, our insurance in effect at such time 
provided coverage above $75 million and below $800 million (or up to $1.1 billion for specified types of pollution 
releases) per occurrence and/or policy year, and with respect to property owned by us or in our care, custody, or 
control, our insurance covered approximately 82% of potential losses above $75 million and below $275 million per 
occurrence and/or policy year.
Insurance coverage with respect to the Incident is subject to certain conditions, including but not limited to our 
insurers’ reservation of rights to further investigate and contest coverage, the express restrictions and sub-limits of 
coverage, and various policy exclusions, including those for some governmental fines or penalties.  Some 
(re)insurers have questioned certain payments we have made, for example, as part of our effort to respond to 
mitigate and compensate for the impact to the community and affected residents and businesses.  We are pursuing 
coverage with respect to the Incident, and we have recognized $650 million and $101 million in insurance 
recoveries in 2024 and 2023, respectively, principally from excess liability (re)insurers.  At December 31, 2024, $18 
million was outstanding and is included in “Accounts receivable – net” on the Consolidated Balance Sheets while 
no amounts were outstanding at December 31, 2023.  
With the exception of amounts that have been recognized, potential recoveries under our insurance coverage have 
not yet been recorded (given the insurers ongoing evaluation of our claims).  In addition, no amounts have been 
recorded related to potential recoveries from other third parties, which may reduce amounts payable by our insurers 
under our applicable insurance coverage.
Purchase Commitments
 
At December 31, 2024, we had outstanding purchase commitments totaling $1.2 billion through 2053 for 
locomotive modernizations, long-term technology support and development contracts, track material, and vehicles.
K89

Change-In-Control Arrangements
 
We have compensation agreements with certain officers and key employees that become operative only upon a 
change in control of Norfolk Southern, as defined in those agreements.  The agreements provide generally for 
payments based on compensation at the time of a covered individual’s involuntary or other specified termination 
and for certain other benefits.  
Indemnifications
In a number of instances, we have agreed to indemnify lenders for additional costs they may bear as a result of 
certain changes in laws or regulations applicable to their loans.  Such changes may include impositions or 
modifications with respect to taxes, duties, reserves, liquidity, capital adequacy, special deposits, and similar 
requirements relating to extensions of credit by, deposits with, or the assets or liabilities of such lenders.  The nature 
and timing of changes in laws or regulations applicable to our financings are inherently unpredictable, and therefore 
our exposure in connection with the foregoing indemnifications cannot be quantified.  No liability has been 
recorded related to these indemnifications.  
K90

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
Not applicable.
 
Item 9A.  Controls and Procedures
 
Disclosure Controls and Procedures
 
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, 2024.  Based on such 
evaluation, our officers have concluded that, at December 31, 2024, our disclosure controls and procedures were 
effective to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, 
processed, summarized, and reported, within the time period specified in the SEC’s rules and forms, and that such 
information is accumulated and communicated to management, including the Chief Executive Officer and the Chief 
Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
 
Management’s Annual Report on Internal Control Over Financial Reporting
 
We are responsible for establishing and maintaining adequate internal control over financial reporting.  Our internal 
control over financial reporting includes those policies and procedures that pertain to our ability to record, process, 
summarize, and report reliable financial data.  We recognize that there are inherent limitations in the effectiveness 
of any internal control over financial reporting, including the possibility of human error and the circumvention or 
overriding of internal control.  Accordingly, even effective internal control over financial reporting can provide only 
reasonable assurance with respect to financial statement preparation.  Further, because of changes in conditions, the 
effectiveness of internal control over financial reporting may vary over time.
 
Our Board of Directors, acting through its Audit Committee, is responsible for the oversight of our accounting 
policies, financial reporting, and internal control.  The Audit Committee of our Board of Directors is comprised of 
outside directors who are independent of management.  The independent registered public accounting firm and our 
internal auditors have full and unlimited access to the Audit Committee, with or without management, to discuss the 
adequacy of internal control over financial reporting, and any other matters which they believe should be brought to 
the attention of the Audit Committee.
 
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, 2024.  These reports appear in Item 8 of this report on Form 10-K.
Changes in Internal Control Over Financial Reporting
During the fourth quarter of 2024, we have not identified any changes in internal control over financial reporting 
that have materially affected, or are reasonably likely to materially effect, our internal control over financial 
reporting.
 
K91

Item 9B.  Other Information
 
Director and Officer Trading Arrangements
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 2024.
Item 9C.  Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
 
Not applicable.
K92

PART III
 
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
 
Item 10.  Directors, Executive Officers and Corporate Governance
 
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 2025 Annual Meeting of Stockholders, which definitive Proxy 
Statement will be filed electronically with the SEC pursuant to Regulation 14A.  The information regarding 
executive officers called for by Item 401 of Regulation S-K is included in Part I hereof beginning under 
“Information about our Executive Officers.”
 
Item 11.  Executive Compensation
 
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 2025 Annual Meeting of Stockholders, which definitive Proxy 
Statement will be filed electronically with the SEC pursuant to Regulation 14A.
 
K93

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 
Matters
 
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 2025 Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the 
SEC pursuant to Regulation 14A.
 
Equity Compensation Plan Information (at December 31, 2024)
 
Plan
Category
Number of
securities
to be issued upon
exercise of
outstanding 
options,
warrants and 
rights
Weighted-
average
exercise price
of outstanding
options, 
warrants
and rights
Number of 
securities
remaining 
available
for future issuance
under equity
compensation 
plans (1)
 
(a)
(b)
(c)
Equity compensation plans
 
 
 
approved by securities holders(2)
 
929,041 (3) $ 
194.78 (5)  
7,438,613 
Equity compensation plans
not approved by securities holders
 
59,266 (4)  
96.39 
 
437,746 (6)
Total
 
988,307 
 
 
7,876,359 
 
(1)
Excludes securities reflected in column (a).
(2)
LTIP.
(3)
Includes options, RSUs, and PSUs granted under LTIP that will be settled in shares of Common Stock.
(4)
TSOP.
(5)
Calculated without regard to 615,643 outstanding RSUs and PSUs at December 31, 2024.
(6)
Reflects shares remaining available for grant under TSOP.
Norfolk Southern Corporation Long-Term Incentive Plan
 
Established on June 28, 1983, and approved by our stockholders at their Annual Meeting held on May 10, 1984, 
LTIP was adopted to promote the success of our company by providing an opportunity for non-employee Directors, 
officers, and other key employees to acquire a proprietary interest in Norfolk Southern Corporation (the 
Corporation).  The Board of Directors amended LTIP on January 23, 2015, which amendment was approved by 
shareholders on May 14, 2015, to include the reservation for issuance of an additional 8,000,000 shares of 
authorized but unissued Common Stock.
 
The amended LTIP adopted a fungible share reserve ratio so that, for awards granted after May 13, 2010, the 
number of shares remaining for issuance under the amended LTIP will be reduced (i) by 1 for each award granted as 
an option or stock-settled SAR, or (ii) by 1.61 for an award made in the form other than an option or stock-settled 
SAR.  Any shares of Common Stock subject to options, PSUs, restricted shares, or RSUs which are not issued as 
Common Stock will again be available for award under LTIP after the expiration or forfeiture of an award.
 
K94

Non-employee Directors, officers, and other key employees residing in the U.S. or Canada are eligible for selection 
to receive LTIP awards.  Under LTIP, the Committee, or the Corporation’s chief executive officer to the extent the 
Committee delegates award-making authority pursuant to LTIP, may grant incentive stock options, nonqualified 
stock options, SARs, RSUs, restricted shares, PSUs and performance shares.  In addition, dividend equivalent 
payments may be awarded for options, RSUs and PSUs.  Awards under LTIP may be made subject to forfeiture 
under certain circumstances and the Committee may establish such other terms and conditions for the awards as 
provided in LTIP.  
 
The option price is at least the higher of (i) the average of the high and low prices at which Common Stock is traded 
on the date of grant, or (ii) the closing price of Common Stock on the date of the grant.  All options are subject to a 
vesting period of at least one year, and the term of the option will not exceed ten years.  LTIP specifically prohibits 
option repricing without stockholder approval, except that adjustments may be made in the event of changes in our 
capital structure or Common Stock.  
 
PSUs entitle a recipient to receive performance-based compensation at the end of a three-year cycle based on our 
performance during that period.  For the 2024 PSU awards, corporate performance will be based directly on return 
on average capital invested, with total return to stockholders and revenue growth serving as modifiers, and will be 
settled in shares of Common Stock.  
 
RSUs are payable in cash or in shares of Common Stock at the end of a restriction period.  During the restriction 
period, the holder of the RSUs has no beneficial ownership interest in the Common Stock represented by the RSUs 
and has no right to vote the shares represented by the units or to receive dividends (except for dividend equivalent 
payment rights that may be awarded with respect to the RSUs).  The Committee at its discretion may waive the 
restriction period, but settlement of any RSUs will occur on the same settlement date as would have applied absent a 
waiver of restrictions, if no performance goals were imposed.  RSUs will be settled in shares of Common Stock.  
 
Norfolk Southern Corporation Thoroughbred Stock Option Plan
 
Our Board of Directors adopted TSOP on January 26, 1999, to promote the success of our company by providing an 
opportunity for management employees to acquire a proprietary interest in our company and thereby to provide an 
additional incentive to management employees to devote their maximum efforts and skills to the advancement, 
betterment, and prosperity of our company and our stockholders.  Under TSOP there were 6,000,000 shares of 
authorized but unissued Common Stock reserved for issuance.  TSOP has not been and is not required to have been 
approved by our stockholders.  
 
Active full-time management employees residing in the U.S. or Canada are eligible for selection to receive TSOP 
awards.  Under TSOP, the Committee, or the Corporation’s chief executive officer to the extent the Committee 
delegates award-making authority pursuant to TSOP, may grant nonqualified stock options subject to such terms 
and conditions as provided in TSOP.
 
The option price may not be less than the average of the high and low prices at which Common Stock is traded on 
the date of the grant.  All options are subject to a vesting period of at least one year, and the term of the option will 
not exceed ten years.  TSOP specifically prohibits repricing without stockholder approval, except for capital 
adjustments.
 
K95

Norfolk Southern Corporation Directors’ Restricted Stock Plan
 
The Plan was adopted on January 1, 1994, and was designed to increase ownership of Common Stock by our non-
employee Directors so as to further align their ownership interest in our company with that of our stockholders.  The 
Plan has not been and is not required to have been approved by our stockholders.  
 
Effective January 23, 2015, the Board amended the Plan to provide that no additional awards will be made under the 
Plan.  Prior to that amendment, only non-employee Directors who are not and never have been employees of our 
company were eligible to participate in the Plan.  Upon becoming a Director, each eligible Director received a one-
time grant of 3,000 restricted shares of Common Stock.  No additional shares may be granted under the Plan.  No 
individual member of the Board exercised discretion concerning the eligibility of any Director or the number of 
shares granted.
 
The restriction period applicable to restricted shares granted under the Plan begins on the date of the grant and ends 
on the earlier of the recipient’s death or the day after the recipient ceases to be a Director by reason of disability or 
retirement.  During the restriction period, shares may not be sold, pledged, or otherwise encumbered.  Directors 
forfeit the restricted shares if they cease to serve as a Director of our company for reasons other than their disability, 
retirement, or death.
 
Item 13.  Certain Relationships and Related Transactions, and Director Independence
 
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 2025 Annual Meeting of Stockholders, which definitive Proxy 
Statement will be filed electronically with the SEC pursuant to Regulation 14A.
Item 14.  Principal Accountant Fees and Services
 
Our independent registered public accounting firm is KPMG LLP, Atlanta, GA, Auditor Firm ID: 185.
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 2025 Annual Meeting of Stockholders, which definitive Proxy 
Statement will be filed electronically with the SEC pursuant to Regulation 14A.
K96

PART IV
 
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
Item 15.  Exhibits and Financial Statement Schedules
 
 
 
Page
(A)
The following documents are filed as part of this report:
 
 
1.
Index to Financial Statements 
 
 
Report of Management
K42
 
Report of Independent Registered Public Accounting Firm
K43
 
Consolidated Statements of Income, Years ended December 31, 2024, 2023, and 2022
K46
 
Consolidated Statements of Comprehensive Income, Years ended December 31, 2024, 
2023, and 2022
K47
 
Consolidated Balance Sheets at December 31, 2024 and 2023
K48
 
Consolidated Statements of Cash Flows, Years ended December 31, 2024, 2023, and 
2022
K49
 
Consolidated Statements of Changes in Stockholders’ Equity, Years ended December 31, 
2024, 2023, and 2022
K50
 
Notes to Consolidated Financial Statements
K51
 
2.
Financial Statement Schedules:
 
The following consolidated financial statement schedule should be read in connection 
with the consolidated financial statements:
 
Index to Consolidated Financial Statement Schedules
Schedule II – Valuation and Qualifying Accounts
K109
 
Schedules other than the one listed above are omitted either because they are not required 
or are inapplicable, or because the information is included in the consolidated financial 
statements or related notes.
 
 
3.
Exhibits
 
Exhibit 
Number
Description
 
2.1
Distribution Agreement, dated as of July 26, 2004, by and among CSX Corporation, CSX 
Transportation, Inc., CSX Rail Holding Corporation, CSX Northeast Holdings 
Corporation, Norfolk Southern Corporation, Norfolk Southern Railway Company, CRR 
Holdings LLC, Green Acquisition Corp., Conrail Inc., Consolidated Rail Corporation, 
New York Central Lines LLC, Pennsylvania Lines LLC, NYC Newco, Inc., and PRR 
Newco, Inc., is incorporated by reference to Exhibit 2.1 to Norfolk Southern 
Corporation’s Form 8-K filed on September 2, 2004.  (SEC File No. 001-08339)
3
Articles of Incorporation and Bylaws –
 
(i)(a)
The Restated Articles of Incorporation of Norfolk Southern Corporation are incorporated 
by reference to Exhibit 3(i) to Norfolk Southern Corporation’s 10-K filed on March 5, 
2001.  (SEC File No. 001-08339)
 
(i)(b)
An amendment to the Articles of Incorporation of Norfolk Southern Corporation is 
incorporated by reference to Exhibit 3(i) to Norfolk Southern Corporation’s Form 8-K 
filed on May 18, 2010.  (SEC File No. 001-08339)
(i)(c)
An amendment to the Articles of Incorporation of Norfolk Southern Corporation is 
incorporated by reference to Exhibit 3(i) to Norfolk Southern Corporation’s Form 10-Q 
filed on July 29, 2020.  (SEC File No. 001-08339)
(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)
K97

4
Instruments Defining the Rights of Security Holders, Including Indentures:
(a)
Indenture, dated as of January 15, 1991, from Norfolk Southern Corporation to First Trust of New 
York, National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk 
Southern Corporation’s Registration Statement on Form S-3 (SEC File No. 33-38595)
(b)
First Supplemental Indenture, dated May 19, 1997, between Norfolk Southern Corporation and 
First Trust of New York, National Association, as Trustee, related to the issuance of notes in the 
principal amount of $4.3 billion, is incorporated by reference to Exhibit 1.1(d) to Norfolk Southern 
Corporation’s Form 8-K filed on May 21, 1997.  (SEC File No. 001-08339)
(c)
Fourth Supplemental Indenture, dated as of February 6, 2001, between Norfolk Southern 
Corporation and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes 
in the principal amount of $1 billion, is incorporated by reference to Exhibit 4.1 to Norfolk 
Southern Corporation’s Form 8-K filed on February 7, 2001.  (SEC File No. 001-08339)
(d)
Indenture, dated August 27, 2004, among PRR Newco, Inc., as Issuer, and Norfolk Southern 
Railway Company, as Guarantor, and The Bank of New York, as Trustee, is incorporated by 
reference to Exhibit 4(1) to Norfolk Southern Corporation’s Form 10-Q filed on October 28, 2004.  
(SEC File No. 001-08339)
(e)
First Supplemental Indenture, dated August 27, 2004, among PRR Newco, Inc., as Issuer, and 
Norfolk Southern Railway Company, as Guarantor, and The Bank of New York, as Trustee, related 
to the issuance of notes in the principal amount of approximately $451.8 million, is incorporated by 
reference to Exhibit 4(m) to Norfolk Southern Corporation’s Form 10-Q filed on October 28, 2004.  
(SEC File No. 001-08339) 
(f)
Ninth Supplemental Indenture, dated as of March 11, 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 $300 million, is incorporated by reference to Exhibit 4.1 to Norfolk Southern 
Corporation’s Form 8-K filed on March 15, 2005.  (SEC File No. 001-08339)
(g)
Tenth 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 $366.6 million, is incorporated by reference to Exhibit 99.1 to Norfolk 
Southern Corporation’s Form 8-K filed on May 18, 2005.  (SEC File No. 001-08339)
(h)
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 $350 million, is incorporated by reference to Exhibit 99.2 to Norfolk 
Southern Corporation’s Form 8-K filed on May 18, 2005.  (SEC File No. 001-08339)
(i)
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)
(j)
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)
(k)
Second Supplemental Indenture, dated as of May 23, 2011, between the Registrant and U.S. Bank 
Trust National Association, as Trustee, related to the issuance of notes in the principal amount of 
$400 million, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 
8-K filed on May 23, 2011.  (SEC File No. 001-08339)
(l)
Indenture, dated as of September 14, 2011, between the Registrant and U.S. Bank Trust National 
Association, as Trustee, related to the issuance of notes in the principal amount of $595,504,000, is 
incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on 
September 15, 2011.  (SEC File No. 001-08339)
(m)
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 $4,492,000, is incorporated by reference to Exhibit 4.2 to Norfolk Southern 
Corporation’s Form 8-K filed on September 15, 2011.  (SEC File No. 001-08339)
K98

(n)
Fourth Supplemental Indenture, dated as of November 17, 2011, between the Registrant and U.S. 
Bank Trust National Association, as Trustee, related to the issuance of two series of notes, one in 
the principal amount of $500 million and one in the principal amount of $100 million, is 
incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on 
November 17, 2011.  (SEC File No. 001-08339)
(o)
Indenture, dated as of March 15, 2012, between the Registrant and U.S. Bank Trust National 
Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern 
Corporation’s Form 8-K filed on March 15, 2012.  (SEC File No. 001-08339)
(p)
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)
(q)
Third Supplemental Indenture, dated as of August 13, 2013, between the Registrant and U.S. Bank 
Trust National Association, as Trustee, related to the issuance of notes in the principal amount of 
$500,000,000, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 
8-K filed on August 13, 2013.  (SEC File No. 001-08339)
(r)
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)
(s)
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)
(t)
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)
(u)
Third Supplemental Indenture, dated as of June 3, 2016, between the Registrant and U.S. Bank 
National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern 
Corporation’s Form 8-K filed on June 3, 2016.  (SEC File No. 001-08339)
(v)
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)
(w)
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)
(x)
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)
(y)
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)
(z)
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)
(aa)
Third Supplemental Indenture, dated as of May 8, 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 May 8, 2019 (SEC File No. 001-08339) 
(bb)
Fourth Supplemental Indenture, dated as of 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 November 4, 2019.  (SEC File No. 001-08339)
(cc)
Description of the Registrant’s Common Stock Registered Under Section 12 of the Securities 
Exchange Act of 1934, is incorporated by reference to Exhibit 4(hh) to Norfolk Southern 
Corporation's Form 10-K filed on February 6, 2020.  (SEC File No. 001-08339)
K99

(dd)
Fifth Supplemental Indenture, dated as of May 11, 2020, between the Registrant and U.S. Bank 
National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Registrant’s 
Form 8-K filed on May 11, 2020.  (SEC File No. 001-08339)
(ee)
Indenture dated as of May 15, 2020, between the Registrant and U.S. Bank National Association, 
as Trustee is incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on May 
15, 2020.  (SEC File No. 001-08339)
(ff)
Sixth Supplemental Indenture, dated as of May 12, 2021, between the Registrant and U.S. Bank 
National Association, as Trustee, is incorporated by reference to Exhibit 4.2 to the Registrant’s 
Form 8-K filed on May 12, 2021. (SEC File No. 001-08339)
(gg)
Seventh Supplemental Indenture, dated as of August 25, 2021, 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 August 25, 2021. (SEC File No. 001-08339)
(hh)
Eighth Supplemental Indenture, dated as of February 25, 2022, between the Registrant and U.S. 
Bank Trust Company, National Association (as successor to U.S. Bank National Association), as 
trustee, is incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on February 
25, 2022. (SEC File No. 001-08339)
(ii)
Ninth Supplemental Indenture, dated June 13, 2022, between the Registrant and U.S. Bank Trust 
Company, National Association (as successor to U.S. Bank National Association), as trustee, is 
incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on June 15, 2022. (SEC 
File No. 001-08339)
(jj)
Tenth Supplemental Indenture, dated as of February 2, 2023, between the Registrant and U.S. Bank 
Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, 
is incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on 
February 2, 2023. (SEC File No. 001-08339)
(kk)
Eleventh Supplemental Indenture, dated as of August 2, 2023, between the Registrant and U.S. 
Bank Trust Company, National Association (as successor to U.S. Bank National Association), as 
trustee is incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K 
filed on August 2, 2023. (SEC File No. 001-08339)
(ll)
Twelfth Supplemental Indenture, dated as of November 22, 2023, between the Registrant and U.S. 
Bank Trust Company, National Association (as successor to U.S. Bank National Association), as 
trustee is incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K 
filed on November 22, 2023. (SEC File No. 001-08339)
In accordance with Item 601(b)(4)(iii) of Regulation S-K, copies of other instruments of Norfolk 
Southern Corporation and its subsidiaries with respect to the rights of holders of long-term debt are 
not filed herewith, or incorporated by reference, but will be furnished to the Commission upon 
request.
10
Material Contracts -
(a)
The Transaction Agreement, dated as of June 10, 1997, by and among CSX and CSX 
Transportation, Inc., Registrant, Norfolk Southern Railway Company, Conrail Inc., Consolidated 
Rail Corporation, and CRR Holdings LLC, with certain schedules thereto, previously filed, is 
incorporated by reference to Exhibit 10(a) to Norfolk Southern Corporation’s Form 10-K filed on 
February 24, 2003.  (SEC File No. 001-08339)
(b)
Amendment No. 1 dated as of August 22, 1998, to the Transaction Agreement, dated as of June 10, 
1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, 
Norfolk Southern Railway Company, Conrail, Inc., Consolidated Rail Corporation, and CRR 
Holdings LLC, is incorporated by reference from Exhibit 10.1 to Norfolk Southern Corporation’s 
Form 10-Q filed on August 11, 1999.  (SEC File No. 001-08339)
(c)
Amendment No. 2 dated as of June 1, 1999, to the Transaction Agreement, dated June 10, 1997, by 
and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk 
Southern Railway Company, Conrail, Inc., Consolidated Rail Corporation, and CRR Holdings 
LLC, is incorporated by reference from Exhibit 10.2 to Norfolk Southern Corporation’s Form 10-Q 
filed on August 11, 1999.  (SEC File No. 001-08339)
K100

(d)
Amendment No. 3 dated as of June 1, 1999, and executed in April 2004, to the Transaction 
Agreement, dated June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., 
Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail, Inc., Consolidated 
Rail Corporation, and CRR Holdings LLC, is incorporated by reference from Exhibit 10(dd) to 
Norfolk Southern Corporation’s Form 10-Q filed on July 30, 2004.  (SEC File No. 001-08339)
(e)
Amendment No. 5 to the Transaction Agreement, dated as of August 27, 2004, by and among CSX 
Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway 
Company, Conrail, Inc., Consolidated Rail Corporation, and CRR Holdings LLC, is incorporated 
by reference to Exhibit 10.1 to Norfolk Southern Corporation’s Form 8-K filed on September 2, 
2004.  (SEC File No. 001-08339)
(f)
Amendment No. 6 dated as of April 1, 2007, to the Transaction Agreement, dated June 10, 1997, 
by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Railway Company, 
Conrail, Inc., Consolidated Rail Corporation, and CRR Holdings LLC, is incorporated by reference 
to Exhibit 10.5 to Norfolk Southern Corporation’s Form 10-Q filed on July 27, 2007.  (SEC File 
No. 001-08339)
(g)
Shared Assets Area Operating Agreement for North Jersey, dated as of June 1, 1999, by and among 
Consolidated Rail Corporation, CSX Transportation, Inc., and Norfolk Southern Railway 
Company, with exhibit thereto, is incorporated by reference from Exhibit 10.4 to Norfolk Southern 
Corporation’s Form 10-Q filed on August 11, 1999.  (SEC File No. 001-08339)
(h)
Shared Assets Area Operating Agreement for Detroit, dated as of June 1, 1999, by and among 
Consolidated Rail Corporation, CSX Transportation, Inc., and Norfolk Southern Railway 
Company, with exhibit thereto, is incorporated by reference from Exhibit 10.6 to Norfolk Southern 
Corporation’s Form 10-Q filed on August 11, 1999.  (SEC File No. 001-08339)
(i)
Shared Assets Area Operating Agreement for South Jersey/Philadelphia, dated as of June 1, 1999, 
by and among Consolidated Rail Corporation, CSX Transportation, Inc., and Norfolk Southern 
Railway Company, with exhibit thereto, is incorporated by reference from Exhibit 10.5 to Norfolk 
Southern Corporation’s Form 10-Q filed on August 11, 1999.  (SEC File No. 001-08339)
(j)
Amendment No. 1, dated as of June 1, 2000, to the Shared Assets Area Operating Agreements for 
North Jersey, South Jersey/Philadelphia, and Detroit, dated as of June 1, 1999, by and among 
Consolidated Rail Corporation, CSX Transportation, Inc., and Norfolk Southern Railway 
Company, with exhibits thereto, is incorporated by reference to Exhibit 10(h) to Norfolk Southern 
Corporation’s Form 10-K filed on March 5, 2001.  (SEC File No. 001-08339)
(k)
Amendment No. 2, dated as of January 1, 2001, to the Shared Assets Area Operating Agreements 
for North Jersey, South Jersey/Philadelphia, and Detroit, dated as of June 1, 1999, by and among 
Consolidated Rail Corporation, CSX Transportation, Inc., and Norfolk Southern Railway 
Company, with exhibits thereto, is incorporated by reference to Exhibit 10(j) to Norfolk Southern 
Corporation’s Form 10-K filed on February 21, 2002.  (SEC File No. 001-08339)
(l)
Amendment No. 3, dated as of June 1, 2001, and executed in May of 2002, to the Shared Assets 
Area Operating Agreements for North Jersey, South Jersey/Philadelphia, and Detroit, dated as of 
June 1, 1999, by and among Consolidated Rail Corporation, CSX Transportation, Inc., and Norfolk 
Southern Railway Company, with exhibits thereto, is incorporated by reference to Exhibit 10(k) to 
Norfolk Southern Corporation’s Form 10-K filed on February 24, 2003.  (SEC File No. 001-08339)
(m)
Amendment No. 4, dated as of June 1, 2005, and executed in late June 2005, to the Shared Assets 
Area Operating Agreements for North Jersey, South Jersey/Philadelphia, and Detroit, dated as of 
June 1, 1999, by and among Consolidated Rail Corporation, CSX Transportation, Inc., and Norfolk 
Southern Railway Company, with exhibits thereto, is incorporated by reference to Exhibit 99 to 
Norfolk Southern Corporation’s Form 8-K filed on July 1, 2005.  (SEC File No. 001-08339)
(n)
Monongahela Usage Agreement, dated as of June 1, 1999, by and among CSX Transportation, Inc., 
Norfolk Southern Railway Company, Pennsylvania Lines LLC, and New York Central Lines LLC, 
with exhibit thereto, is incorporated by reference from  -Exhibit 10.7 to Norfolk Southern 
Corporation’s Form 10-Q filed on August 11, 1999.  (SEC File No. 001-08339)
(o)
The Agreement, entered into as of July 27, 1999, between North Carolina Railroad Company and 
Norfolk Southern Railway Company, is incorporated by reference from Exhibit 10(i) to Norfolk 
Southern Corporation’s Form 10-K filed on March 6, 2000.  (SEC File No. 001-08339)
K101

(p)
Second Amendment, dated December 28, 2009, to the Master Agreement dated July 27, 1999, by 
and between North Carolina Railroad Company and Norfolk Southern Railway Company, is 
incorporated by reference to Exhibit 10(q) to Norfolk Southern Corporation’s Form 10-K filed on 
February 17, 2010 (Exhibits, annexes and schedules omitted.  The Registrant will furnish 
supplementary copies of such materials to the SEC upon request).  (SEC File No. 001-08339)
(q)
The Supplementary Agreement, entered into as of January 1, 1987, between the Trustees of the 
Cincinnati Southern Railway and The Cincinnati, New Orleans and Texas Pacific Railway 
Company (the latter a wholly owned subsidiary of Norfolk Southern Railway Company) – 
extending and amending a Lease, dated as of October 11, 1881 – is incorporated by reference to 
Exhibit 10(k) to Norfolk Southern Corporation’s Form 10-K filed on March 5, 2001.  (SEC File 
No. 001-08339)
(r)*
Norfolk Southern Corporation Executive Management Incentive Plan, as approved by shareholders 
May 14, 2015, and as amended effective March 27, 2018, November 17, 2020, November 17, 
2023, and April 2, 2024 is incorporated by reference to Exhibit 10.4 to Norfolk Southern 
Corporation's 10-Q filed on April 24, 2024.  (SEC File No. 001-08339)
(s)*
The Norfolk Southern Corporation Directors’ Restricted Stock Plan, adopted January 1, 1994, and 
amended and restated effective as of January 23, 2015, is incorporated by reference to Exhibit 10.1 
to Norfolk Southern Corporation’s Form 10-Q filed on October 25, 2017.  (SEC File No. 
001-08339)
(t)*
Supplemental Benefit Plan of Norfolk Southern Corporation and Participating Subsidiary 
Companies, adopted June 1, 1982, as amended and restated effective as of December 31, 2023 is 
incorporated by reference to Exhibit 10(t) to Norfolk Southern Corporation's Form 10-K filed on 
February 5, 2024.  (SEC File No. 001-08339)
(u)*
The Norfolk Southern Corporation Directors’ Charitable Award Program, as amended effective 
July 2007, is incorporated by reference to Exhibit 10.6 to Norfolk Southern Corporation’s Form 
10-Q filed on July 27, 2007.  (SEC File No. 001-08339)
(v)*
The Norfolk Southern Corporation Thoroughbred Stock Option Plan, as amended effective July 22, 
2013, is incorporated by reference to Exhibit 10.2 to Norfolk Southern Corporation’s Form 10-Q 
filed on July 24, 2013.  (SEC File No. 001-08339)
(w)*
The Norfolk Southern Corporation Executive Life Insurance Plan, as amended and restated 
effective November 30, 2022 and executed as of February 21, 2023, is incorporated by reference to 
Exhibit 10.1 to Norfolk Southern Corporation's Form 10-Q filed on April 26, 2023.  (SEC File No. 
001-08339)
(x)*
The Norfolk Southern Corporation Long-Term Incentive Plan, as approved by shareholders May 
14, 2015, and as amended July 29, 2016, November 29, 2016, November 28, 2017, November 27, 
2018, and November 19, 2019, November 17, 2023, and December 20, 2023 is incorporated by 
reference to Exhibit 10(x) to Norfolk Southern Corporation's Form 10-K filed on February 5, 2024.  
(SEC File No. 001-08339)
(y)
Amended and Restated Transfer and Administration Agreement dated as of May 28, 2021 is 
incorporated by reference to Exhibit 10.1 on Norfolk Southern Corporation’s Form 8-K filed on 
May 28, 2021.  (SEC File No. 001-08339)
(z)
Amendment No. 1 dated as of May 27, 2022, to the Amended and Restated Transfer and 
Administration Agreement, dated as of May 28, 2021 is incorporated by reference to Exhibit 10.1 
on Norfolk Southern Corporation’s Form 10-Q filed on October 26, 2022.  (SEC File No. 
001-08339)
(aa)
Amendment No. 2 dated as of June 30, 2022, to the Amended and Restated Transfer and 
Administration Agreement, dated as of May 28, 2021 is incorporated by reference to Exhibit 10.2 
on Norfolk Southern Corporation’s Form 10-Q filed on October 26, 2022.  (SEC File No. 
001-08339)
(bb)
Amendment No.3 dated as of May 24, 2024, to the Amended and Restated Transfer and 
Administration Agreement, dated as of May 28, 2021 is incorporated by reference to Exhibit 10.1 
of Norfolk Southern Corporation's Form 10-Q on July 26, 2024. (SEC File No. 001-8339)
(cc)
Commitment Termination Date Extension Request effective as of May 26, 2023 to the Amended 
and Restated Transfer and Administrative Agreement dated as of May 28, 2021 is incorporated by 
reference to Exhibit 10.2 on the Registrant’s Form 10-Q filed on July 27, 2023. (SEC File No. 
001-08339)
K102

(dd)
Asset Purchase and Sale Agreement dated November 21, 2022, by and among the Registrant as 
purchaser, the Cincinnati, New Orleans and Texas Pacific Railway Company, and the Board of 
Trustees of the Cincinnati Southern Railway as seller is incorporated by reference to Exhibit 2.1 on 
Norfolk Southern Corporation’s Form 8-K filed on November 21, 2022.  (SEC File No. 
001-08339)
(ee)
First Amended and Restated Asset Purchase and Sale Agreement dated as of June 28, 2023 
between Board of Trustees of the Cincinnati Southern Railway, Norfolk Southern Railway 
Company and The Cincinnati, New Orleans and Texas Pacific Railway Company is incorporated 
by reference to Exhibit 10.3 on the Registrant’s Form 10-Q filed on July 27, 2023. (SEC File No. 
001-08339)
(ff)*
Directors’ Deferred Fee Plan of Norfolk Southern Corporation, adopted June 1, 1982 and as 
amended and restated effective December 1, 2019, is incorporated by referenced to Exhibit 10(xx) 
to Norfolk Southern Corporation’s Form 10-K filed on February 6, 2020.  (SEC File No. 
001-08339)
(gg)*
Norfolk Southern Corporation Executives’ Deferred Compensation Plan, as amended and restated 
effective January 1, 2019, is incorporated by reference to Exhibit 10(ww) to Norfolk Southern 
Corporation's Form 10-K filed on February 8, 2019.  (SEC File No. 001-08339)
(hh)*
Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for Outside 
Directors for Restricted Stock Units and deferral election form as approved by the Human Capital 
Management and Compensation Committee on November 18, 2021, is incorporated by reference to 
Exhibit 10(cc) to Norfolk Southern Corporation's Form 10-K filed on February 4, 2022. (SEC File 
No. 001-08339)
(ii)*,**
Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for Non-
Qualified Stock Options approved by the Human Capital Management and Compensation 
Committee on January 28, 2025.
(jj)*,**
Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for 
Restricted Stock Units approved by the Human Capital Management and Compensation 
Committee on January 28, 2025. 
(kk)*,**
Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for 
Performance Share Units approved by the Human Capital Management and Compensation 
Committee on January 28, 2025.
(ll)*
Form of Change in Control Agreement between Norfolk Southern Corporation and executive 
officers who entered into a change in control agreement after 2015 is incorporated by reference to 
Exhibit 10.2 to Norfolk Southern Corporation’s Form 10-Q filed on July 29, 2020.  (SEC File No. 
001-08339)
(mm)
Amended and Restated Credit Agreement dated as of January 26, 2024, establishing a 5-year, $800 
million unsecured revolving credit facility of the Registrant, is incorporated by reference to Exhibit 
10.1 to Norfolk Southern Corporation’s Form 8-K filed on January 26, 2024.  (SEC File No. 
001-08339)
(nn)*
Amended and Restated Offer Letter for Mark R. George, dated September 11, 2024, is 
incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporation’s Form 8-K filed on 
September 12, 2024.  (SEC File No. 001-08339)
(oo)*
Offer Letter for John Orr dated March 18, 2024 is incorporated by reference to Exhibit 10.2 to 
Norfolk Southern Corporation's Form 10-Q filed on April 24, 2024. (SEC File No. 001-08339)
(pp)*
Retention Agreement for Ann A. Adams dated January 29, 2024 is incorporated by reference to 
Exhibit 10.3 to Norfolk Southern Corporation's Form 10-Q filed on April 24, 2024. (SEC File No. 
001-08339)
(qq)*
Norfolk Southern Corporation Long-Term Incentive Plan Inducement Award Agreement for 
Performance-Based Restricted Stock Units is incorporated by reference to Exhibit 99.2 to Norfolk 
Southern Corporation’s Form 8-K filed on August 28, 2019.  (SEC File No. 001-08339)
(rr)*
Norfolk Southern Corporation Long-Term Incentive Plan Inducement Award Agreement for 
Restricted Stock Units is incorporated by reference to Exhibit 99.3 to Norfolk Southern 
Corporation’s Form 8-K filed on August 28, 2019.  (SEC File No. 001-08339)
K103

(ss)*
Norfolk Southern Corporation Long-Term Incentive Plan Inducement Award Agreement for Non-
Qualified Stock Options is incorporated by reference to Exhibit 99.4 to Norfolk Southern 
Corporation’s Form 8-K filed on August 28, 2019.  (SEC File No. 001-08339)
(tt)
A Lease Agreement, dated March 1, 2019, between NSRC and BA Leasing BSC, LLC.  This 
Agreement is incorporated by reference herein to Exhibit 10.2 to Norfolk Southern Corporation’s 
Form 8-K filed March 5, 2019.  (SEC File No. 001-08339)
(uu)
A Participation Agreement, dated March 1, 2019, between NSRC, BA Leasing BSC, LLC, Bank of 
America, N.A. as Administrative Agent, and each of the Rent Assignees listed on Schedule II 
thereto.  This Agreement is incorporated by reference herein to Exhibit 10.3 to Norfolk Southern 
Corporation’s Form 8-K filed March 5, 2019.  (SEC File No. 001-08339)
(vv)
Guaranty of NSRC’s obligations under the Participation Agreement, Construction Agency 
Agreement, Lease Agreement and related documents by Norfolk Southern Corporation.  This 
Agreement is incorporated by reference herein to Exhibit 10.4 to Norfolk Southern Corporation’s 
Form 8-K filed March 5, 2019.  (SEC File No. 001-08339)
(ww)
Consent and First Omnibus Amendment dated May 14, 2021 between NSRC, BA Leasing, BSC, 
LLC, Bank of America, N.A as Administrative Agent, and each of the Rent Assignees (the 
Registrant will furnish supplementally to the Securities and Exchange Commission upon request, a 
copy of any omitted exhibit or schedule). (SEC File No. 001-08339)
(xx)
Consent and Second Omnibus Amendment dated September 10, 2021 between NSRC, BA 
Leasing, BSC, LLC, Bank of America, N.A as Administrative Agent, and each of the Rent 
Assignees (the Registrant will furnish supplementally to the Securities and Exchange Commission 
upon request, a copy of any omitted exhibit or schedule). (SEC File No. 001-08339)
(yy)
Third Omnibus Amendment Agreement dated January 23, 2023 between NSRC, BA Leasing, 
BSC, LLC, Bank of America, N.A as Administrative Agent, and each of the Rent Assignees is 
incorporated by reference herein to Exhibit 10.2 to Norfolk Southern Corporation’s Form 10-Q 
filed on April 26, 2023. (SEC File No. 001-08339)
(zz)
Fourth Omnibus Amendment Agreement dated February 28, 2024 between NSRC, BA Leasing, 
BSC, LLC, Bank of America, N.A as Administrative Agent, and each of the Rent Assignees is 
incorporated by reference herein to Exhibit 10.1 to Norfolk Southern Corporation's Form 10-Q 
filed on April 24, 2024. (SEC File No. 001-08339)
(aaa)*
Norfolk Southern Executive Severance Plan as adopted on May 14, 2020, and as amended July 28, 
2020, and November 17, 2022, is incorporated by reference herein to Exhibit 10.1 to Norfolk 
Southern Corporation's Form 8-K filed on November 21, 2022.  (SEC File No. 001-08339)
(bbb)
Cooperation Agreement dated November 13, 2024, by and among Norfolk Southern Corporation, 
Ancora Catalyst Institutional LP and certain of its affiliates is incorporated by reference herein to 
Exhibit 10.1 to Norfolk Southern Corporation's Form 8-K filed on November 14, 2024. (SEC File 
No. 001-08339)
19 **
Norfolk Southern Corporation Insider Trading policies and procedures.
21**
Subsidiaries of the Registrant.
23**
Consent of Independent Registered Public Accounting Firm.
31-A**
Rule 13a-14(a)/15d-14(a) CEO Certification.
31-B**
Rule 13a-14(a)/15d-14(a) CFO Certification.
32**
Section 1350 Certifications.
97*
Norfolk Southern Corporation Incentive-Based Compensation Recovery Policy as adopted by 
Human Capital Management and Compensation Committee on November 17, 2023 is incorporated 
by reference to Exhibit 97 to Norfolk Southern Corporation's Form 10-K filed on February 5, 2024.  
(SEC File No. 001-08339)
K104

101**
The following financial information from Norfolk Southern Corporation’s Annual Report on Form 
10-K for the year ended December 31, 2024, formatted in Inline Extensible Business Reporting 
Language (iXBRL) includes:  (i) the Consolidated Statements of Income for each of the years 
ended December 31, 2024, 2023, and 2022; (ii) the Consolidated Statements of Comprehensive 
Income for each of the years ended December 31, 2024, 2023, and 2022; (iii) the Consolidated 
Balance Sheets at December 31, 2024 and 2023; (iv) the Consolidated Statements of Cash Flows 
for each of the years ended December 31, 2024, 2023, and 2022; (v) the Consolidated Statements 
of Changes in Stockholders’ Equity for each of the years ended December 31, 2024, 2023, and 
2022; and (vi) the Notes to Consolidated Financial Statements.
104**
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Management contract or compensatory arrangement.
** Filed herewith.
(B)
Exhibits.
 
The Exhibits required by Item 601 of Regulation S-K as listed in Item 15(A)3 are filed herewith or 
incorporated by reference.
(C)
Financial Statement Schedules.
Financial statement schedules and separate financial statements specified by this Item are included 
in Item 15(A)2 or are otherwise not required or are not applicable.
Exhibits 23, 31, and 32 are included in copies assembled for public dissemination.  All exhibits are 
included in the 2024 Form 10-K posted on our website at www.norfolksouthern.com under 
“Investors” “Financial Reports” and “SEC Filings” or you may request copies by writing to:
Office of Corporate Secretary
Norfolk Southern Corporation
650 West Peachtree Street NW
Atlanta, Georgia 30308-1925 
K105

Item 16.  Form 10-K Summary
Not applicable.
K106

POWER OF ATTORNEY
 
Each person whose signature appears on the next page under SIGNATURES hereby authorizes Jason M. Morris and 
Jason A. Zampi, or any one of them, to execute in the name of each such person, and to file, any amendments to this 
report, and hereby appoints Jason M. Morris and Jason A. Zampi, or any one of them, as attorneys-in-fact to sign on 
her or his behalf, individually and in each capacity stated below, and to file, any and all amendments to this report.
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Norfolk Southern 
Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on 
this 10th day of February, 2025.
 
/s/ Mark R. George
By: Mark R. George
(President and Chief Executive Officer)
K107

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 10th 
day of February, 2025, by the following persons on behalf of Norfolk Southern Corporation and in the capacities 
indicated.
 
Signature
Title
/s/ Mark R. George
(Mark R. George)
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Jason A. Zampi
(Jason A. Zampi)
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Claiborne L. Moore
(Claiborne L. Moore)
Vice President and Controller
(Principal Accounting Officer)
/s/ Claude Mongeau
(Claude Mongeau)
Independent Chair and Director
/s/ Richard H. Anderson
(Richard H. Anderson)
Director
/s/ William Clyburn, Jr.
(William Clyburn, Jr.)
Director
/s/ Philip S. Davidson
(Philip S. Davidson)
Director
/s/ Francesca A. DeBiase
(Francesca A. DeBiase)
Director
/s/ Marcela E. Donadio
(Marcela E. Donadio)
Director
/s/ Sameh Fahmy
(Sameh Fahmy)
Director
/s/ Mary Kathryn Heitkamp
(Mary Kathryn Heitkamp)
Director
/s/ John C. Huffard, Jr.
(John C. Huffard, Jr.)
Director
/s/ Christopher T. Jones
(Christopher T. Jones)
Director
/s/ Thomas C. Kelleher
(Thomas C. Kelleher)
Director
/s/ Gilbert H. Lamphere
(Gilbert H. Lamphere)
Director
/s/ Lori J. Ryerkerk
(Lori J. Ryerkerk)
Director
K108

Schedule II
Norfolk Southern Corporation and Subsidiaries
Valuation and Qualifying Accounts
Years ended December 31, 2024, 2023, and 2022
($ in millions)
 
 
 
Additions charged to:
 
 
 
 
Beginning
Balance
Expenses
Other
Accounts 
Deductions
Ending
Balance
Year ended December 31, 2024
Current portion of casualty and
 
other claims included in
accounts payable
$ 
186 
$ 
72 
$ 
109 (2) $ 
(151) (3) $ 
216 
Casualty and other claims
included in other liabilities
 
221 
 
152 (1)  
— 
 
(144) (4)  
229 
Year ended December 31, 2023
Current portion of casualty and
 
other claims included in
 
accounts payable
$ 
170 
$ 
51 
$ 
84 (2) $ 
(119) (3) $ 
186 
Casualty and other claims
included in other liabilities
 
218 
 
153 (1)  
— 
 
(150) (4)  
221 
Year ended December 31, 2022
Current portion of casualty and
other claims included in
accounts payable
$ 
166 
$ 
43 
$ 
88 (2) $ 
127 (3) $ 
170 
Casualty and other claims
included in other liabilities
 
170 
 
147 (1)  
— 
 
99 (4)  
218 
 
(1)
Includes adjustments for changes in estimates for prior years’ claims.
(2)
Includes revenue refunds and overcharges provided through deductions from operating revenues and transfers  
from other accounts.
(3)
Payments and reclassifications to/from accounts payable.
(4)
Payments and reclassifications to/from other liabilities.
K109

STOCK INFORMATION
FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation 
Reform Act of 1995, as amended. These statements relate to future events or financial performance and involve known and unknown risks, uncertainties, 
and other factors that may cause our actual results or performance to be materially different from those expressed or implied by any forward-looking 
statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” or other comparable terminology. 
We have based these forward-looking statements on our current expectations, assumptions, estimates, beliefs, and projections, which we believe are 
reasonable. However, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which 
involve factors or circumstances that are beyond our control. These and other important factors, including those discussed in Item 1A “Risk Factors,” 
in the Form 10-K set forth herein, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these 
forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required 
by applicable securities laws, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new 
information, future events, or otherwise.
FINANCIAL INQUIRIES
Jason A. Zampi
Executive Vice President 
& Chief Financial Officer 
Norfolk Southern Corporation 650 
W. Peachtree St. NW 
Atlanta, GA 30308
financial.inquiries@nscorp.com 
INVESTOR INQUIRIES
Michael T. Barr
Vice President Treasurer, Investor 
Relations & Integrated Resource 
Planning
Norfolk Southern Corporation 
650 W. Peachtree St. NW 
Atlanta, GA 30308
investor.relations@nscorp.com
CORPORATE OFFICE
Norfolk Southern Corporation 
650 W. Peachtree St. NW 
Atlanta, GA 30308
(855) NORFOLK or 
(855) 667-3655 
SHAREHOLDER 
SERVICES INFORMATION
Norfolk Southern Corporation 
Requests & Information 
shareholder@nscorp.com 
(800) 531-6757
COMMON STOCK
Ticker symbol: NSC
Our common stock is listed and traded 
on the New York Stock Exchange.
DIVIDENDS
At its January 2025 meeting, our Board of Directors 
declared a quarterly dividend of $1.35 per share on the 
company’s common stock, payable on Feb. 20, 2025, to 
shareholders of record on Feb. 7, 2025.
We usually pay quarterly dividends on our common 
stock on or about Feb. 20, May 20, Aug. 20, and 
Nov. 20, when and if declared by our Board of 
Directors to shareholders of record. Through 
the end of 2024, we have paid 170 consecutive 
quarterly dividends since our inception in 1982.
ACCOUNT ASSISTANCE
For assistance with lost stock certificates, transfer 
requirements, the INVESTORS CHOICE Plan, address 
changes, dividend checks, and direct deposit of 
dividends, contact:
 
Equiniti Trust Company, LLC 
	
6201 15th Avenue 
	
Brooklyn, NY 11219 
	
(877) 864-4750 
INVESTORS CHOICE
We and our transfer agent, Equiniti Trust Company, 
LLC, offer the INVESTORS CHOICE Plan for investors 
wishing to purchase or sell Norfolk Southern 
Corporation common stock. This plan is available to 
both present shareholders of record and individual 
investors wishing to make an initial purchase of 
Norfolk Southern Corporation common stock. Once 
enrolled in the plan, you can invest cash dividends 
when paid and make optional cash investments simply 
and conveniently.
To take advantage of the INVESTORS CHOICE 
Plan, contact Equiniti Trust Company, LLC 
at (877) 864-4750 or visit https://amstock.mobular.
net/Amstock/NSC/ to learn more about the 
INVESTORS CHOICE Plan.
PUBLICATIONS
The following reports and publications are available 
on our website at www.NorfolkSouthern.com and, 
upon written request, will be furnished in printed 
form to shareholders free of charge:
•	 Annual Reports on Form 10-K
•	 Quarterly Reports on Form 10-Q
•	 Corporate Governance Guidelines
•	 Board Committee Charters
•	 Thoroughbred Code of Ethics
•	 Code of Ethical Conduct for Senior Financial Officers
•	 Categorical Independence Standards for Directors
•	 Norfolk Southern Corporation Bylaws
Shareholders desiring a printed copy of one or 
more of these reports and publications should 
send their request to our corporate secretary:
	
Jeremy Ballard
	
GC Corporate & Corporate Secretary 
	
Norfolk Southern Corporation 
	
650 W. Peachtree St. NW 
	
Atlanta, GA 30308 
	
corporate_secretary@nscorp.com
A notice and proxy statement for the annual meeting 
of shareholders are furnished to shareholders in advance 
of the meeting.
Amendments to or waivers of the Thoroughbred 
Code of Ethics and/or the Code of Ethical Conduct for 
Senior Financial Officers that are required to be disclosed 
pursuant to Item 5.05 of the current report 
on Form 8-K will be disclosed on our website.
ETHICS & COMPLIANCE HOTLINE 
High ethical standards are the key to our success. Anyone 
who might be aware of a violation of our corporation’s 
Thoroughbred Code of Ethics is required to contact our 
Ethics & Compliance Hotline 
at (800) 732-9279.

www.NorfolkSouthern.com
© 2025 Norfolk Southern Corporation
All rights reserved