NSC 10-K Annual Report Dec. 31, 2023 | Alphaminr
NORFOLK SOUTHERN CORP
ALPHAMINR

NSC 10-K Fiscal year ended Dec. 31, 2023

Balance Sheet
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Income Statement
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NORFOLK SOUTHERN CORP
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PROXIES
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TABLE OF CONTENTS
Part IItem 1. Business and Item 2. PropertiesItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

(i)(b) An amendment to the Articles of Incorporation of Norfolk Southern Corporation is incorporated by reference to Exhibit 3(i) to Norfolk Southern Corporations 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 Corporations 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 Registrants Form 8-K filed on July 27, 2023.(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 Corporations 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 tothe issuance of notes in the principal amount of approximately $451.8 million, is incorporated by reference to Exhibit 4(m) to Norfolk Southern Corporations Form 10-Q filed on October 28, 2004.(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 Corporations Form 8-K filed on August 26, 2010. (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 Corporations 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 Corporations 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 Corporations Form 8-K filed on September 15, 2011. (SEC File No. 001-08339) (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 Corporations 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 Corporations 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 Corporations 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 Corporations 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 Corporations 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 Corporations 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 Corporations 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 Corporations Form 8-K filed on June 3, 2016. (SEC File No. 001-08339) (v) Fourth Supplemental Indenture, dated as of May31, 2017, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Corporations 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 Corporations 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 Corporations 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 Corporations 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 Corporations 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 Registrants 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 Registrants Form 8-K filed on November 4, 2019. (SEC File No. 001-08339) (cc) Description of the Registrants 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) (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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants Current Report on Form 8-K filed on November 22, 2023. (SEC File No. 001-08339) (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 Corporations Form 10-Q filed on July 30, 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 Corporations Form 10-Q filed on July 27, 2007. (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 Corporations Form 8-K filed on July 1, 2005. (SEC File No. 001-08339) (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 Corporations 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) (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 Corporations Form 10-Q filed on October25, 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. (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 Corporations 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 Corporations 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 effectiveNovember 30, 2022and executed as of February 21,2023, is incorporatedby reference to Exhibit 10.1to Norfolk Southern Corporation's Form 10-Qfiled onApril 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. (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 Corporations 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 Corporations 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 Corporations Form 10-Q filed on October 26, 2022. (SEC File No. 001-08339) (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 Registrants Form 10-Q filed on July 27, 2023. (SEC File No. 001-08339) (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 Corporations Form 8-K filed on November 21, 2022. (SEC File No. 001-08339) (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 Registrants Form 10-Q filed on July 27, 2023. (SEC File No. 001-08339) (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 Corporations Form 10-K filed on February 6, 2020. (SEC File No. 001-08339) (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. 001-08339) (gg)* Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for Outside Directors forRestrictedStockUnits 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) (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. (ii)*,** Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement forRestrictedStockUnits approved by the Human Capital Management and Compensation Committee onNovember 16, 2023. (jj)*,** Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement forPerformanceShareUnits approved by the Human Capital Management and Compensation Committee onJanuary 22, 2024. (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 Corporations Form 10-Q filed on July 29, 2020. (SEC File No. 001-08339) (ll) Amended and Restated Credit Agreement dated as of January 26, 2024, establishinga 5-year, $800 millionunsecured revolving credit facility of the Registrant, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 8-K filed onJanuary 26, 2024. (SEC File No. 001-08339) (mm)* Offer Letter for Mark R. George, dated August 26, 2019, is incorporated by reference to Exhibit 99.1 to Norfolk Southern Corporations Form 8-K filed on August 28, 2019. (SEC File No. 001-08339) (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 Corporations Form 8-K filed on August 28, 2019. (SEC File No. 001-08339) (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 Corporations Form 8-K filed on August 28, 2019. (SEC File No. 001-08339) (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 Corporations Form 8-K filed on August 28, 2019. (SEC File No. 001-08339) (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 Corporations Form 8-K filed March 5, 2019. (SEC File No. 001-08339) (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 Corporations Form 8-K filed March 5, 2019. (SEC File No. 001-08339) (ss) Guaranty of NSRCs 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 Corporations Form 8-K filed March 5, 2019. (SEC File No. 001-08339) (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). (SEC File No. 001-08339) (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). (SEC File No. 001-08339) (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 Registrants Form 10-Q files on April 26, 2023. (SEC File No. 001-08339) (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. 001-08339) (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 Corporations Form 8-K filed on January 26, 2024. (SEC File No. 001-08339) 21** Subsidiaries of the Registrant. 23** Consent of Independent Registered Public Accounting Firm. 31-A** Rule 13a-14(a)/15d-014(a) CEO Certification. 31-B** Rule 13a-14(a)/15d-014(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.