Stock-Based Compensation

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

	Second Quarter				First Six Months
	2022		2021		2022		2021
	($ in millions)
Stock-based compensation expense	$	13	$	16	$	36	$	32
Total tax benefit	4		8		17		25

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

	Second Quarter			First Six Months
	Granted	Weighted-Average Grant-Date Fair Value		Granted	Weighted-Average Grant-Date Fair Value
Stock options	1,640	$	84.01	133,810	$	60.69
RSUs	9,090	265.31		163,991	268.31
PSUs	2,430	271.83		51,455	274.70

Stock Options

	Second Quarter				First Six Months
	2022		2021		2022		2021
	($ in millions)
Options exercised	39,546		128,934		158,889		341,480
Cash received upon exercise	$	4	$	12	$	14	$	31
Related tax benefits realized	1		5		6		12

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. 

	Second Quarter				First Six Months
	2022		2021		2022		2021
	($ in millions)
RSUs vested	3,652		1,730		246,953		259,127
Common Stock issued net of tax withholding	2,612		1,222		174,976		183,511
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. No PSUs were

earned or paid out during the second quarters of 2022 or 2021.

	First Six Months
	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