Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]


	First Quarter
	2022		2021
	($ in millions)

Stock-based compensation expense	$	23	$	16
Total tax benefit	13		17

During the first quarter of 2022, we granted stock options, restricted stock units (RSUs) and performance share units (PSUs) pursuant to the Long-Term Incentive Plan (LTIP), as follows:


	First Quarter
	Granted	Weighted-Average Grant-Date Fair Value

Stock options	132,170	$	60.40
RSUs	154,901	268.48
PSUs	49,025	274.84

Stock Options


	First Quarter
	2022		2021
	($ in millions)

Options exercised	119,343		212,546
Cash received upon exercise	$	10	$	19
Related tax benefits realized	5		7

Restricted Stock Units

RSUs granted primarily have a four-year ratable restriction period and will be settled through the issuance of shares of Norfolk Southern common stock (Common Stock). Certain RSU grants include cash dividend equivalent payments during the restriction period in an amount equal to the regular quarterly dividends paid on Common Stock.


	First Quarter
	2022		2021
	($ in millions)

RSUs vested	243,301		257,397
Common Stock issued net of tax withholding	172,364		182,289
Related tax benefits realized	$	5	$	7

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.


	First Quarter
	2022		2021
	($ in millions)

PSUs earned	86,420		78,727
Common Stock issued net of tax withholding	54,651		49,967
Related tax benefits realized	$	1	$	1