12 unchanged sentences
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.
−Removed: We have issued a report of our assessment of internal control over financial reporting, and our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting at December 31, 2022.
+Added: 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, 2023.
These reports appear in Item 8 of this report on Form 10-K.
2 unchanged sentences
Other Information
+Added: Director and Officer Trading Arrangements
+Added: None of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of 2023.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
2 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: In accordance with General Instruction G(3), information called for by Part III, Item 10, is incorporated herein by reference from the information appearing under the caption “Election of the 13 Directors Named in the Proxy Statement for a One-Year Term,” under the caption “Delinquent Section 16(a) Reports,” under the caption “Committees of the Board,” under the caption “Shareholder Recommendations and Nominations,” and under the caption “The Thoroughbred Code of Ethics” in our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.
+Added: 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 2024 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.”
Executive Compensation
−Removed: In accordance with General Instruction G(3), information called for by Part III, Item 11, is incorporated herein by reference from the information:
−Removed: • under the caption “Compensation of Directors;”
−Removed: • under the caption “Compensation Discussion and Analysis,” the information appearing in the “Summary Compensation Table” and the “2022 Grants of Plan-Based Awards” table, including the narrative to such tables, the “Outstanding Equity Awards at Fiscal Year-End 2022” and “Option Exercises and Stock Vested in 2022” tables, and the tabular and narrative information appearing under the subcaptions “Retirement Benefits,” “Deferred Compensation,” and “Potential Payments Upon a Change in Control or Other Termination of Employment;” and,
−Removed: • under the captions “Compensation Committee Interlocks and Insider Participation,” “Compensation Policy Risk Assessment,” and “Compensation Committee Report,”
−Removed: in each case included in our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.
+Added: 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 2024 Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: In accordance with General Instruction G(3), information on security ownership of certain beneficial owners and management called for by Part III, Item 12, is incorporated herein by reference from the information appearing under the caption “Beneficial Ownership of Stock” in our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.
+Added: 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 2024 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, 2023)
35 unchanged sentences
PSUs entitle a recipient to receive performance-based compensation at the end of a three-year cycle based on our performance during that period.
−Removed: For the 2022 PSU awards, corporate performance will be based directly on return on average capital invested, with total return to stockholders serving as a modifier, and will be settled in shares of Common Stock.
+Added: For the 2023 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.
24 unchanged sentences
Certain Relationships and Related Transactions, and Director Independence
−Removed: In accordance with General Instruction G(3), information called for by Part III, Item 13, is incorporated herein by reference from the information appearing under the caption “Related Persons Transactions” and under the caption “Director Independence” in our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.
+Added: 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 2024 Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.
Principal Accountant Fees and Services
Our independent registered public accounting firm is KPMG LLP, Atlanta, GA, Auditor Firm ID:
−Removed: In accordance with General Instruction G(3), information called for by Part III, Item 14, is incorporated herein by reference from the information appearing under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” in our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.
+Added: 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 2024 Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
−Removed: Exhibits and Financial Statement Schedule
+Added: Exhibits and Financial Statement Schedules
(A) The following documents are filed as part of this report:
1 unchanged sentence
Report of Management
−Removed: Reports of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income, Years ended December 31, 202 3 , 202 2 , and 202 1
4 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: Financial Statement Schedule:
+Added: Financial Statement Schedules:
The following consolidated financial statement schedule should be read in connection with the consolidated financial statements:
−Removed: Index to Consolidated Financial Statement Schedule
+Added: Index to Consolidated Financial Statement Schedules
Schedule II – Valuation and Qualifying Accounts
10 unchanged sentences
(SEC File No.
−Removed: (ii) The Bylaws of Norfolk Southern Corporation, as amended January 25, 2022, are incorporated by reference to Exhibit 3(ii) to Norfolk Southern Corporation’s Form 8-K filed on January 26, 2022.
+Added: (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.
8 unchanged sentences
(SEC File No.
−Removed: (e) First Supplemental Indenture, dated August 27, 2004, among PRR Newco, Inc., as Issuer, and Norfolk Southern Railway Company, as Guarantor, and The Bank of New York, as 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.
+Added: (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,
+Added: 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.
29 unchanged sentences
(SEC File No.
−Removed: (p) Indenture, dated as of August 20, 2012, between the Registrant and U.S.
−Removed: Bank Trust National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on August 21, 2012.
−Removed: (SEC File No.
−Removed: (q) Second Supplemental Indenture, dated as of September 7, 2012, between the Registrant and U.S.
+Added: (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.
−Removed: (r) Third Supplemental Indenture, dated as of August 13, 2013, between the Registrant and U.S.
+Added: (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.
−Removed: (s) Fourth Supplemental Indenture, dated as of November 21, 2013, between the Registrant and U.S.
−Removed: Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $400,000,000, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on November 21, 2013.
−Removed: (SEC File No.
−Removed: (t) Indenture, dated as of June 2, 2015, between Registrant and U.S.
+Added: (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.
−Removed: (u) First Supplemental Indenture, dated as of June 2, 2015, between the Registrant and U.S.
+Added: (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.
−Removed: (v) Second Supplemental Indenture, dated as of November 3, 2015, between the Registrant and U.S.
+Added: (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.
−Removed: (w) Third Supplemental Indenture, dated as of June 3, 2016, between the Registrant and U.S.
+Added: (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.
−Removed: (x) Fourth Supplemental Indenture, dated as of May 31, 2017, between the Registrant and U.S.
+Added: (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.
−Removed: (y) Indenture, dated as of August 15, 2017, between the Registrant and U.S.
+Added: (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.
−Removed: (z) Indenture, dated as of February 28, 2018 between the Registrant and U.S.
+Added: (x) Indenture, dated as of February 28, 2018 between the Registrant and U.S.
Bank National Association, as Trustee.
1 unchanged sentence
(SEC File No.
−Removed: (aa) First Supplemental Indenture, dated as of February 28, 2018, between the Registrant and U.S.
+Added: (y) First Supplemental Indenture, dated as of February 28, 2018, between the Registrant and U.S.
Bank National Association, as Trustee.
1 unchanged sentence
(SEC File No.
−Removed: (bb) Second Supplemental Indenture, dated as of August 2, 2018, between the Registrant and U.S.
+Added: (z) Second Supplemental Indenture, dated as of August 2, 2018, between the Registrant and U.S.
Bank National Association, as Trustee.
1 unchanged sentence
(SEC File No.
−Removed: (cc) Third Supplemental Indenture, dated as of May 8, 2019, between the Registrant and U.S.
+Added: (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.
−Removed: (dd) Fourth Supplemental Indenture, dated as of November 4 , 2019, between the Registrant and U.S.
+Added: (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.
−Removed: (ee) 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.
+Added: (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.
−Removed: (ff) Fifth Supplemental Indenture, dated as of May 11, 2020, between the Registrant and U.S.
+Added: (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.
−Removed: (gg) Indenture dated as of May 15, 2020, between the Registrant and U.S.
+Added: (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.
−Removed: (hh) Sixth Supplemental Indenture, dated as of May 12, 2021, between the Registrant and U.S.
+Added: (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.
−Removed: (ii) Seventh Supplemental Indenture, dated as of August 25, 2021, between the Registrant and U.S.
+Added: (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.
−Removed: (jj) Eighth Supplemental Indenture, dated as of February 25, 2022, between the Registrant and U.S.
+Added: (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.
−Removed: (kk) Ninth Supplemental Indenture, dated June 13, 2022, between the Registrant and U.S.
+Added: (SEC F ile No.
+Added: (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 .
+Added: (SEC File N o.
+Added: (jj) Tenth Supplemental Indenture, dated as of February 2, 2023, between the Registrant and U.S.
+Added: Bank Trust Company, National Association (as successor to U.S.
+Added: 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.
+Added: (SEC File No.
+Added: (kk) Eleventh Supplemental Indenture, dated as of August 2, 2023, between the Registrant and U.S.
+Added: Bank Trust Company, National Association (as successor to U.S.
+Added: 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.
+Added: (SEC File No.
+Added: (ll) Twelfth Supplemental Indenture, dated as of November 22, 2023, between the Registrant and U.S.
+Added: Bank Trust Company, National Association (as successor to U.S.
+Added: 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.
+Added: (SEC File No.
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.
44 unchanged sentences
(SEC File No.
−Removed: (r)* Norfolk Southern Corporation Executive Management Incentive Plan, as approved by shareholders May 14, 2015, and as amended effective March 27, 2018, and November 17, 2020, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporation’s Form 8-K filed on January 8, 2021.
−Removed: (SEC File No.
+Added: (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, and November 17, 2023.
(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.
−Removed: (t)* Supplemental Benefit Plan of Norfolk Southern Corporation and Participating Subsidiary Companies, adopted June 1, 1982, as amended and restated effective as of June 26, 2015, is incorporated by reference to Exhibit 10.2 to Norfolk Southern Corporation’s Form 10-Q filed on October 25, 2017.
−Removed: (SEC File No.
+Added: (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.
(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.
2 unchanged sentences
(SEC File No.
−Removed: (w)* The Norfolk Southern Corporation Executive Life Insurance Plan, as amended and restated effective December 1, 2018, is incorporated by reference to Exhibit 10(y) to Norfolk Southern Corporation's Form 10-K filed on February 8, 2019.
−Removed: (SEC File No.
−Removed: (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, is incorporated by referenced to Exhibit 10(aa) to Norfolk Southern Corporation’s Form 10-K filed on February 6, 2020.
+Added: (w)* The Norfolk Southern Corporation Executive Life Insurance Plan, as amended and restated effective November 30, 2022 and executed as of February 21, 20 23, is incorporated by reference to Exhibit 10 .1 to Norfolk Southern Corporation's Form 10- Q filed on April 26, 2023 .
(SEC File No.
+Added: (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.
(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.
6 unchanged sentences
(SEC File No.
−Removed: (bb) 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.
+Added: (bb) 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.
−Removed: (cc)* 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.
+Added: (cc) 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.
−Removed: (dd)* 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.
+Added: (dd) 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.
−Removed: (ee)* 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.
+Added: (ee)* 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.
−Removed: (ff)*,** 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 23, 2023.
−Removed: (gg)*,** 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 23, 2023.
−Removed: (hh)*,** 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 23, 2023.
−Removed: (ii)* 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.
+Added: (ff)* 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.
−Removed: (jj) Credit Agreement dated as of March 27, 2020 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 March 30, 2020.
+Added: (gg)* Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for Outside Directors for R estricted S tock U nits 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.
−Removed: (kk)*,** Form of Norfolk Southern Corporation Long-Term Incentive Plan, Off-Cycle Award Agreement for Non-Qualified Stock Options as approved by the Human Capital Management and Compensation Committee on January 23, 2023.
−Removed: (ll)*,** Form of Norfolk Southern Corporation Long-Term Incentive Plan, Off-Cycle Award Agreement for Performance Share Units as approved by the Human Capital Management and Compensation Committee on January 23, 2023.
−Removed: (mm)*,** Form of Norfolk Southern Corporation Long-Term Incentive Plan, Off-Cycle Award Agreement for Restricted Stock Units as approved by the Human Capital Management and Compensation Committee on January 23, 2023.
−Removed: (nn)* Offer Letter for Mark R.
+Added: (hh)*,** 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 November 16, 2023.
+Added: (ii)*,** Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for R estricted S tock U nits approved by the Human Capital Management and Compensation Committee on November 1 6 , 2023.
+Added: (jj)*,** Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for P erformance S hare U nits approved by the Human Capital Management and Compensation Committee on January 22 , 202 4 .
+Added: (kk)* 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.
+Added: (SEC File No.
+Added: (ll) 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 , 202 4 .
+Added: (SEC File No.
+Added: (mm)* Offer Letter for Mark R.
George, dated August 26, 2019, is incorporated by reference to Exhibit 99.1 to Norfolk Southern Corporation’s Form 8-K filed on August 28, 2019.
(SEC File No.
−Removed: (oo)* 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.
+Added: (nn)* 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.
−Removed: (pp)* 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.
+Added: (oo)* 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.
−Removed: (qq)* 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.
+Added: (pp)* 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.
−Removed: (rr) A Lease Agreement, dated March 1, 2019, between NSRC and BA Leasing BSC, LLC.
+Added: (qq) 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.
−Removed: (See SEC File No.
−Removed: (ss) A Participation Agreement, dated March 1, 2019, between NSRC, BA Leasing BSC, LLC, Bank of America, N.A.
+Added: ( SEC File No.
+Added: (rr) 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.
−Removed: (See SEC File No.
−Removed: (tt) Guaranty of NSRC’s obligations under the Participation Agreement, Construction Agency Agreement, Lease Agreement and related documents by Norfolk Southern Corporation.
+Added: ( SEC File No.
+Added: (ss) 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.
−Removed: (See SEC File No.
−Removed: (uu)** 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).
−Removed: (vv)** 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).
+Added: ( SEC File No.
+Added: (tt) 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).
+Added: (SEC File No.
+Added: (uu) 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).
+Added: (SEC File No.
+Added: (vv) 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 the Registrant’s Form 10-Q files on April 26, 2023.
+Added: (SEC File No.
(ww)* 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.
+Added: (xx) Term Loan Credit Agreement dated as of January 26, 2024, establishing a $1,000 million unsecured delayed draw term loan credit facility of the Registrant, is incorporated by reference to Exhibit 10.2 to Norfolk Southern Corporation’s Form 8-K filed on January 26, 2024.
+Added: (SEC File No.
21** Subsidiaries of the Registrant.
3 unchanged sentences
32** Section 1350 Certifications.
+Added: 97*,** Norfolk Southern Corporation Incentive-Based Compensation Recovery Policy as adopted by Human Capital Management and Compensation Committee on November 17, 2023.
101** The following financial information from Norfolk Southern Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL) includes:
5 unchanged sentences
and (vi) the Notes to Consolidated Financial Statements.
+Added: 104** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Management contract or compensatory arrangement.
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Exhibits 23, 31, and 32 are included in copies assembled for public dissemination.
−Removed: All exhibits are included in the 2022 Form 10-K posted on our website at www.norfolksouthern.com under “Invest in NS” and “SEC Filings” or you may request copies by writing to:
+Added: All exhibits are included in the 2023 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
9 unchanged sentences
Nag and Mark R.
−Removed: George, or any one of them, as attorneys-in-fact to sign on his or her behalf, individually and in each capacity stated below, and to file, any and all amendments to this report.
−Removed: 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 3rd day of February, 2023.
+Added: George, 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.
+Added: 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 5th day of February, 2024.
(President and Chief Executive Officer)
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 3rd day of February, 2023, by the following persons on behalf of Norfolk Southern Corporation and in the capacities indicated.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 5th day of February, 2024, by the following persons on behalf of Norfolk Southern Corporation and in the capacities indicated.
Signature Title
11 unchanged sentences
Daniels, Jr.)
+Added: /s/ Philip S.
+Added: /s/ Francesca A.
+Added: (Francesca A.
/s/ Marcela E.
19 unchanged sentences
accounts payable $ 170 $ 51 $ 84 (2)
+Added: $ ( 119 ) (3)
Casualty and other claims
included in other liabilities 218 153 (1)
+Added: — ( 150 ) (4)
Year ended December 31, 2022
16 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.