Virginia
(State or other jurisdiction of incorporation)
|
52-1188014
(IRS Employer Identification No.)
|
Three Commercial Place
Norfolk, Virginia
(Address of principal executive offices)
|
23510-2191
(Zip Code)
|
(757) 629-2680
(Registrant’s telephone number, including area code)
|
|
No Change
(Former name, former address and former fiscal year, if changed since last report)
|
Class
|
|
Outstanding at September 30, 2014
|
Common Stock ($1.00 par value per share)
|
|
309,441,867 (excluding 20,320,777 shares held by the registrant’s consolidated subsidiaries)
|
|
|
|
Page
|
|
|||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|
Third Quarter
|
|
First Nine Months
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
($ in millions, except per share amounts)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Railway operating revenues
|
$
|
3,023
|
|
|
$
|
2,824
|
|
|
$
|
8,754
|
|
|
$
|
8,364
|
|
|
|
|
|
|
|
|
|
||||||||
Railway operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation and benefits
|
728
|
|
|
735
|
|
|
2,183
|
|
|
2,241
|
|
||||
Purchased services and rents
|
429
|
|
|
420
|
|
|
1,235
|
|
|
1,223
|
|
||||
Fuel
|
387
|
|
|
390
|
|
|
1,227
|
|
|
1,210
|
|
||||
Depreciation
|
236
|
|
|
230
|
|
|
711
|
|
|
683
|
|
||||
Materials and other
|
245
|
|
|
200
|
|
|
714
|
|
|
631
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total railway operating expenses
|
2,025
|
|
|
1,975
|
|
|
6,070
|
|
|
5,988
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from railway operations
|
998
|
|
|
849
|
|
|
2,684
|
|
|
2,376
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income – net
|
32
|
|
|
30
|
|
|
76
|
|
|
194
|
|
||||
Interest expense on debt
|
138
|
|
|
131
|
|
|
416
|
|
|
388
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
892
|
|
|
748
|
|
|
2,344
|
|
|
2,182
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes
|
333
|
|
|
266
|
|
|
855
|
|
|
785
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
559
|
|
|
$
|
482
|
|
|
$
|
1,489
|
|
|
$
|
1,397
|
|
|
|
|
|
|
|
|
|
||||||||
Per share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
1.80
|
|
|
$
|
1.55
|
|
|
$
|
4.80
|
|
|
$
|
4.45
|
|
Diluted
|
1.79
|
|
|
1.53
|
|
|
4.75
|
|
|
4.40
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends
|
0.57
|
|
|
0.52
|
|
|
1.65
|
|
|
1.52
|
|
|
Third Quarter
|
|
First Nine Months
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
($ in millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
559
|
|
|
$
|
482
|
|
|
$
|
1,489
|
|
|
$
|
1,397
|
|
Other comprehensive income, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pension and other postretirement benefits
|
8
|
|
|
38
|
|
|
314
|
|
|
110
|
|
||||
Other comprehensive income of equity investees
|
—
|
|
|
—
|
|
|
10
|
|
|
2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income, before tax
|
8
|
|
|
38
|
|
|
324
|
|
|
112
|
|
||||
Income tax expense related to items of other
|
|
|
|
|
|
|
|
|
|
|
|
||||
comprehensive income
|
(3
|
)
|
|
(15
|
)
|
|
(121
|
)
|
|
(43
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income, net of tax
|
5
|
|
|
23
|
|
|
203
|
|
|
69
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income
|
$
|
564
|
|
|
$
|
505
|
|
|
$
|
1,692
|
|
|
$
|
1,466
|
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
|
($ in millions)
|
||||||
|
|
|
|
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,432
|
|
|
$
|
1,443
|
|
Short-term investments
|
—
|
|
|
118
|
|
||
Accounts receivable – net
|
1,103
|
|
|
1,024
|
|
||
Materials and supplies
|
249
|
|
|
223
|
|
||
Deferred income taxes
|
178
|
|
|
180
|
|
||
Other current assets
|
50
|
|
|
87
|
|
||
|
|
|
|
||||
Total current assets
|
3,012
|
|
|
3,075
|
|
||
|
|
|
|
||||
Investments
|
2,610
|
|
|
2,439
|
|
||
Properties less accumulated depreciation of $10,740 and
|
|
|
|
|
|||
$10,387, respectively
|
27,230
|
|
|
26,645
|
|
||
Other assets
|
354
|
|
|
324
|
|
||
|
|
|
|
||||
Total assets
|
$
|
33,206
|
|
|
$
|
32,483
|
|
|
|
|
|
||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
1,387
|
|
|
$
|
1,265
|
|
Short-term debt
|
—
|
|
|
100
|
|
||
Income and other taxes
|
301
|
|
|
225
|
|
||
Other current liabilities
|
392
|
|
|
270
|
|
||
Current maturities of long-term debt
|
2
|
|
|
445
|
|
||
|
|
|
|
||||
Total current liabilities
|
2,082
|
|
|
2,305
|
|
||
|
|
|
|
||||
Long-term debt
|
8,919
|
|
|
8,903
|
|
||
Other liabilities
|
1,084
|
|
|
1,444
|
|
||
Deferred income taxes
|
8,682
|
|
|
8,542
|
|
||
|
|
|
|
||||
Total liabilities
|
20,767
|
|
|
21,194
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
|
||
Common stock $1.00 per share par value, 1,350,000,000 shares
|
|
|
|
|
|
||
authorized; outstanding 309,441,867 and 308,878,402 shares,
|
|
|
|
|
|
||
respectively, net of treasury shares
|
311
|
|
|
310
|
|
||
Additional paid-in capital
|
2,150
|
|
|
2,021
|
|
||
Accumulated other comprehensive loss
|
(178
|
)
|
|
(381
|
)
|
||
Retained income
|
10,156
|
|
|
9,339
|
|
||
|
|
|
|
||||
Total stockholders’ equity
|
12,439
|
|
|
11,289
|
|
||
|
|
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
33,206
|
|
|
$
|
32,483
|
|
|
|
First Nine Months
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
($ in millions)
|
||||||
|
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
|||
|
Net income
|
$
|
1,489
|
|
|
$
|
1,397
|
|
|
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
|
|
||
|
Depreciation
|
715
|
|
|
687
|
|
||
|
Deferred income taxes
|
21
|
|
|
215
|
|
||
|
Gains and losses on properties and investments
|
(13
|
)
|
|
(100
|
)
|
||
|
Changes in assets and liabilities affecting operations:
|
|
|
|
|
|
||
|
Accounts receivable
|
(79
|
)
|
|
26
|
|
||
|
Materials and supplies
|
(26
|
)
|
|
(8
|
)
|
||
|
Other current assets
|
47
|
|
|
48
|
|
||
|
Current liabilities other than debt
|
258
|
|
|
121
|
|
||
|
Other – net
|
(66
|
)
|
|
18
|
|
||
|
|
|
|
|
||||
|
Net cash provided by operating activities
|
2,346
|
|
|
2,404
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|||
|
Property additions
|
(1,379
|
)
|
|
(1,470
|
)
|
||
|
Property sales and other transactions
|
69
|
|
|
109
|
|
||
|
Investments, including short-term
|
(4
|
)
|
|
(29
|
)
|
||
|
Investment sales and other transactions
|
60
|
|
|
21
|
|
||
|
|
|
|
|
||||
|
Net cash used in investing activities
|
(1,254
|
)
|
|
(1,369
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|||
|
Dividends
|
(511
|
)
|
|
(476
|
)
|
||
|
Common stock issued – net
|
119
|
|
|
92
|
|
||
|
Purchase and retirement of common stock
|
(166
|
)
|
|
(564
|
)
|
||
|
Proceeds from borrowings – net
|
100
|
|
|
492
|
|
||
|
Debt repayments
|
(645
|
)
|
|
(248
|
)
|
||
|
|
|
|
|
||||
|
Net cash used in financing activities
|
(1,103
|
)
|
|
(704
|
)
|
||
|
|
|
|
|
||||
|
Net increase (decrease) in cash and cash equivalents
|
(11
|
)
|
|
331
|
|
||
|
|
|
|
|
||||
Cash and cash equivalents:
|
|
|
|
|
|
|||
|
At beginning of period
|
1,443
|
|
|
653
|
|
||
|
|
|
|
|
||||
|
At end of period
|
$
|
1,432
|
|
|
$
|
984
|
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|||
|
Cash paid during the period for:
|
|
|
|
|
|
||
|
Interest (net of amounts capitalized)
|
$
|
340
|
|
|
$
|
305
|
|
|
Income taxes (net of refunds)
|
733
|
|
|
485
|
|
Expected volatility range
|
23% - 27%
|
Average expected volatility
|
25%
|
Average risk-free interest rate
|
2.79%
|
Average expected option term LTIP
|
8.9 years
|
Per-share grant-date fair value LTIP
|
$29.87
|
Average expected option term TSOP
|
8.8 years
|
Per-share grant-date fair value TSOP
|
$24.38
|
|
|
|
Basic
|
|
Diluted
|
||||||||||||
|
Third Quarter
|
||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
($ in millions, except per share amounts,
shares in millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
559
|
|
|
$
|
482
|
|
|
$
|
559
|
|
|
$
|
482
|
|
Dividend equivalent payments
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income available to common stockholders
|
$
|
558
|
|
|
$
|
480
|
|
|
$
|
558
|
|
|
$
|
481
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding
|
309.4
|
|
|
310.4
|
|
|
309.4
|
|
|
310.4
|
|
||||
Dilutive effect of outstanding options
|
|
|
|
|
|
|
|
|
|
|
|
||||
and share-settled awards
|
|
|
|
|
|
|
3.2
|
|
|
3.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Adjusted weighted-average shares outstanding
|
|
|
|
|
|
|
312.6
|
|
|
313.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share
|
$
|
1.80
|
|
|
$
|
1.55
|
|
|
$
|
1.79
|
|
|
$
|
1.53
|
|
|
Basic
|
|
Diluted
|
||||||||||||
|
First Nine Months
|
||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
($ in millions, except per share amounts,
shares in millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
1,489
|
|
|
$
|
1,397
|
|
|
$
|
1,489
|
|
|
$
|
1,397
|
|
Dividend equivalent payments
|
(5
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income available to common stockholders
|
$
|
1,484
|
|
|
$
|
1,392
|
|
|
$
|
1,486
|
|
|
$
|
1,394
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding
|
309.5
|
|
|
313.0
|
|
|
309.5
|
|
|
313.0
|
|
||||
Dilutive effect of outstanding options
|
|
|
|
|
|
|
|
|
|
|
|
||||
and share-settled awards
|
|
|
|
|
|
|
3.2
|
|
|
3.6
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Adjusted weighted-average shares outstanding
|
|
|
|
|
|
|
312.7
|
|
|
316.6
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share
|
$
|
4.80
|
|
|
$
|
4.45
|
|
|
$
|
4.75
|
|
|
$
|
4.40
|
|
|
Pensions
and Other
Postretirement
Benefits
|
|
Accumulated
Other
Comprehensive
Loss of Equity
Investees
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||
|
($ in millions)
|
||||||||||
Third Quarter
|
|
|
|
|
|
||||||
June 30, 2014
|
$
|
(121
|
)
|
|
$
|
(62
|
)
|
|
$
|
(183
|
)
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|||
Amounts reclassified into net income
|
8
|
|
(1)
|
—
|
|
|
8
|
|
|||
Tax expense
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||
|
|
|
|
|
|
||||||
Other comprehensive income
|
5
|
|
|
—
|
|
|
5
|
|
|||
|
|
|
|
|
|
||||||
September 30, 2014
|
$
|
(116
|
)
|
|
$
|
(62
|
)
|
|
$
|
(178
|
)
|
|
Pensions
and Other
Postretirement
Benefits
|
|
Accumulated Other
Comprehensive
Loss of Equity
Investees
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||
|
($ in millions)
|
||||||||||
Third Quarter
|
|
|
|
|
|
||||||
June 30, 2013
|
$
|
(955
|
)
|
|
$
|
(108
|
)
|
|
$
|
(1,063
|
)
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|||
Amounts reclassified into net income
|
38
|
|
(1)
|
—
|
|
|
38
|
|
|||
Tax expense
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|||
|
|
|
|
|
|
||||||
Other comprehensive income
|
23
|
|
|
—
|
|
|
23
|
|
|||
|
|
|
|
|
|
||||||
September 30, 2013
|
$
|
(932
|
)
|
|
$
|
(108
|
)
|
|
$
|
(1,040
|
)
|
|
Pensions
and Other
Postretirement
Benefits
|
|
Accumulated
Other
Comprehensive
Loss of Equity
Investees
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||
|
($ in millions)
|
||||||||||
First Nine Months
|
|
|
|
|
|
||||||
December 31, 2013
|
$
|
(310
|
)
|
|
$
|
(71
|
)
|
|
$
|
(381
|
)
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|||
Prior service benefit
|
367
|
|
|
—
|
|
|
367
|
|
|||
Amounts reclassified into net income
|
27
|
|
(1)
|
—
|
|
|
27
|
|
|||
Net gain (loss)
|
(80
|
)
|
|
10
|
|
|
(70
|
)
|
|||
Tax expense
|
(120
|
)
|
|
(1
|
)
|
|
(121
|
)
|
|||
|
|
|
|
|
|
||||||
Other comprehensive income
|
194
|
|
|
9
|
|
|
203
|
|
|||
|
|
|
|
|
|
||||||
September 30, 2014
|
$
|
(116
|
)
|
|
$
|
(62
|
)
|
|
$
|
(178
|
)
|
|
Pensions
and Other
Postretirement
Benefits
|
|
Accumulated
Other
Comprehensive
Loss of Equity
Investees
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||
|
($ in millions)
|
||||||||||
First Nine Months
|
|
|
|
|
|
|
|
|
|||
December 31, 2012
|
$
|
(999
|
)
|
|
$
|
(110
|
)
|
|
$
|
(1,109
|
)
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|||
Amounts reclassified into net income
|
110
|
|
(1)
|
—
|
|
|
110
|
|
|||
Net gain
|
—
|
|
|
2
|
|
|
2
|
|
|||
Tax expense
|
(43
|
)
|
|
—
|
|
|
(43
|
)
|
|||
|
|
|
|
|
|
||||||
Other comprehensive income
|
67
|
|
|
2
|
|
|
69
|
|
|||
|
|
|
|
|
|
||||||
September 30, 2013
|
$
|
(932
|
)
|
|
$
|
(108
|
)
|
|
$
|
(1,040
|
)
|
(1)
|
These items are included in the computation of net periodic pension and postretirement benefit costs. See Note 7, “Pensions and Other Postretirement Benefits” for additional information.
|
|
|
|
|
|
Other Postretirement
|
||||||||||
|
Pension Benefits
|
|
Benefits
|
||||||||||||
|
Third Quarter
|
||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
($ in millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
8
|
|
|
$
|
11
|
|
|
$
|
2
|
|
|
$
|
4
|
|
Interest cost
|
23
|
|
|
20
|
|
|
6
|
|
|
12
|
|
||||
Expected return on plan assets
|
(37
|
)
|
|
(35
|
)
|
|
(5
|
)
|
|
(4
|
)
|
||||
Amortization of net losses
|
14
|
|
|
22
|
|
|
—
|
|
|
16
|
|
||||
Amortization of prior service benefit
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net cost (benefit)
|
$
|
8
|
|
|
$
|
18
|
|
|
$
|
(3
|
)
|
|
$
|
28
|
|
|
|
|
|
|
Other Postretirement
|
||||||||||
|
Pension Benefits
|
|
Benefits
|
||||||||||||
|
First Nine Months
|
||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
($ in millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
25
|
|
|
$
|
31
|
|
|
$
|
6
|
|
|
$
|
12
|
|
Interest cost
|
70
|
|
|
61
|
|
|
19
|
|
|
37
|
|
||||
Expected return on plan assets
|
(113
|
)
|
|
(106
|
)
|
|
(14
|
)
|
|
(12
|
)
|
||||
Amortization of net losses
|
41
|
|
|
66
|
|
|
—
|
|
|
44
|
|
||||
Amortization of prior service benefit
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net cost (benefit)
|
$
|
23
|
|
|
$
|
52
|
|
|
$
|
(3
|
)
|
|
$
|
81
|
|
|
Other
Postretirement
Benefits
|
||
|
($ in millions)
|
||
|
|
||
Remainder of 2014
|
$
|
13
|
|
2015
|
47
|
|
|
2016
|
46
|
|
|
2017
|
45
|
|
|
2018
|
44
|
|
|
Years 2019 - 2023
|
201
|
|
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;
•
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.
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
($ in millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Long-term investments
|
$
|
162
|
|
|
$
|
193
|
|
|
$
|
148
|
|
|
$
|
177
|
|
Long-term debt, including current maturities
|
(8,921
|
)
|
|
(10,718
|
)
|
|
(9,348
|
)
|
|
(10,673
|
)
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
|
($ in millions)
|
||||||||||
|
|
|
|
|
|
||||||
September 30, 2014
|
|
|
|
|
|
||||||
Long-term investments
|
$
|
50
|
|
|
$
|
143
|
|
|
$
|
193
|
|
Long-term debt, including current maturities
|
(10,507
|
)
|
|
(211
|
)
|
|
(10,718
|
)
|
|||
|
|
|
|
|
|
||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|||
Long-term investments
|
$
|
47
|
|
|
$
|
130
|
|
|
$
|
177
|
|
Long-term debt, including current maturities
|
(10,449
|
)
|
|
(224
|
)
|
|
(10,673
|
)
|
|
Third Quarter
2014 vs. 2013
|
|
First Nine Months
2014 vs. 2013
|
||||
|
Increase (Decrease)
|
||||||
|
($ in millions)
|
||||||
|
|
|
|
||||
Volume (units)
|
$
|
219
|
|
|
$
|
409
|
|
Revenue per unit
|
(20
|
)
|
|
(19
|
)
|
||
|
|
|
|
||||
Total
|
$
|
199
|
|
|
$
|
390
|
|
|
Third Quarter
|
||||||||||||||||||||
|
Revenues
|
|
Units
|
|
Revenue per Unit
|
||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||
|
($ in millions)
|
|
(in thousands)
|
|
($ per unit)
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Coal
|
$
|
626
|
|
|
$
|
641
|
|
|
332.1
|
|
|
339.9
|
|
|
$
|
1,885
|
|
|
$
|
1,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
General merchandise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Chemicals
|
488
|
|
|
429
|
|
|
132.0
|
|
|
113.1
|
|
|
3,697
|
|
|
3,787
|
|
||||
Agriculture/consumer/gov’t
|
364
|
|
|
346
|
|
|
146.1
|
|
|
138.0
|
|
|
2,491
|
|
|
2,504
|
|
||||
Metals and construction
|
414
|
|
|
372
|
|
|
202.1
|
|
|
180.5
|
|
|
2,050
|
|
|
2,060
|
|
||||
Automotive
|
254
|
|
|
227
|
|
|
104.6
|
|
|
93.3
|
|
|
2,429
|
|
|
2,441
|
|
||||
Paper/clay/forest
|
210
|
|
|
204
|
|
|
79.4
|
|
|
79.4
|
|
|
2,636
|
|
|
2,575
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
General merchandise
|
1,730
|
|
|
1,578
|
|
|
664.2
|
|
|
604.3
|
|
|
2,604
|
|
|
2,611
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intermodal
|
667
|
|
|
605
|
|
|
1,004.7
|
|
|
912.9
|
|
|
664
|
|
|
663
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
$
|
3,023
|
|
|
$
|
2,824
|
|
|
2,001.0
|
|
|
1,857.1
|
|
|
1,511
|
|
|
1,521
|
|
|
First Nine Months
|
||||||||||||||||||||
|
Revenues
|
|
Units
|
|
Revenue per Unit
|
||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||
|
($ in millions)
|
|
(in thousands)
|
|
($ per unit)
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Coal
|
$
|
1,839
|
|
|
$
|
1,902
|
|
|
982.3
|
|
|
1,024.5
|
|
|
$
|
1,872
|
|
|
$
|
1,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
General merchandise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Chemicals
|
1,386
|
|
|
1,238
|
|
|
369.9
|
|
|
333.1
|
|
|
3,746
|
|
|
3,716
|
|
||||
Agriculture/consumer/gov’t
|
1,111
|
|
|
1,073
|
|
|
448.8
|
|
|
433.8
|
|
|
2,476
|
|
|
2,473
|
|
||||
Metals and construction
|
1,155
|
|
|
1,058
|
|
|
545.6
|
|
|
506.4
|
|
|
2,117
|
|
|
2,089
|
|
||||
Automotive
|
751
|
|
|
732
|
|
|
306.4
|
|
|
298.4
|
|
|
2,451
|
|
|
2,455
|
|
||||
Paper/clay/forest
|
599
|
|
|
595
|
|
|
227.8
|
|
|
232.4
|
|
|
2,628
|
|
|
2,561
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
General merchandise
|
5,002
|
|
|
4,696
|
|
|
1,898.5
|
|
|
1,804.1
|
|
|
2,635
|
|
|
2,603
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intermodal
|
1,913
|
|
|
1,766
|
|
|
2,865.9
|
|
|
2,650.3
|
|
|
668
|
|
|
666
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
$
|
8,754
|
|
|
$
|
8,364
|
|
|
5,746.7
|
|
|
5,478.9
|
|
|
1,523
|
|
|
1,527
|
|
|
Third Quarter
|
|
First Nine Months
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
|
(tons in thousands)
|
||||||||||
|
|
|
|
|
|
|
|
||||
Utility
|
24,465
|
|
|
25,372
|
|
|
71,629
|
|
|
73,649
|
|
Export
|
5,491
|
|
|
6,512
|
|
|
18,437
|
|
|
22,311
|
|
Domestic metallurgical
|
4,542
|
|
|
4,357
|
|
|
11,849
|
|
|
13,007
|
|
Industrial
|
2,233
|
|
|
1,659
|
|
|
6,464
|
|
|
5,269
|
|
|
|
|
|
|
|
|
|
||||
Total
|
36,731
|
|
|
37,900
|
|
|
108,379
|
|
|
114,236
|
|
|
Third Quarter
|
|
First Nine Months
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
($ in millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Materials
|
$
|
127
|
|
|
$
|
100
|
|
|
$
|
359
|
|
|
$
|
317
|
|
Casualties and other claims
|
35
|
|
|
23
|
|
|
107
|
|
|
78
|
|
||||
Other
|
83
|
|
|
77
|
|
|
248
|
|
|
236
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
245
|
|
|
$
|
200
|
|
|
$
|
714
|
|
|
$
|
631
|
|
|
Third Quarter
|
|
First Nine Months
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
($ in millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Purchased services
|
$
|
355
|
|
|
$
|
349
|
|
|
$
|
1,021
|
|
|
$
|
1,013
|
|
Equipment rents
|
74
|
|
|
71
|
|
|
214
|
|
|
210
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
429
|
|
|
$
|
420
|
|
|
$
|
1,235
|
|
|
$
|
1,223
|
|
•
|
postretirement and pension benefit costs (down $40 million for the quarter and $112 million for the first nine months) primarily due to the amortization of lower net actuarial losses and the effects of plan amendments to our retiree medical plan (see Note 7),
|
•
|
health and welfare benefit costs (down $4 million for the quarter and $18 million for the first nine months),
|
•
|
employee levels including increased overtime (up $4 million for the quarter but down $12 million for the first nine months),
|
•
|
incentive and stock-based compensation (up $12 million for the quarter and $35 million for the first nine months), and
|
•
|
pay rates (up $16 million for the quarter and $42 million for the first nine months).
|
|
|
(a) Total
Number
of Shares
(or Units)
|
|
(b) Average
Price Paid
per Share
|
|
(c) Total
Number of
Shares
(or Units)
Purchased
as Part of
Publicly
Announced
Plans or
|
|
(d) Maximum
Number (or
Approximate
Dollar Value)
of Shares (or Units)
that may yet be
purchased under
the Plans or
|
|
||||
Period
|
|
Purchased
(1)
|
|
(or Unit)
|
|
Programs
(2)
|
|
Programs
(2)
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
July 1-31, 2014
|
|
164,072
|
|
|
104.59
|
|
|
159,538
|
|
|
37,076,549
|
|
|
August 1-31, 2014
|
|
363,522
|
|
|
102.52
|
|
|
363,522
|
|
|
36,713,027
|
|
|
September 1-30, 2014
|
|
123,888
|
|
|
109.20
|
|
|
113,533
|
|
|
36,599,494
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
651,482
|
|
|
|
|
|
636,593
|
|
|
|
|
|
(1)
|
Of this amount, 14,889 represent shares tendered by employees in connection with the exercise of options under the stockholder-approved Long-Term Incentive Plan.
|
(2)
|
Our Board of Directors authorized a share repurchase program, pursuant to which up to 125 million shares of Common Stock could be purchased through
December 31, 2014
. On August 1, 2012, our Board of Directors authorized the repurchase of up to an additional 50 million shares of Common Stock through December 31, 2017.
|
|
|
NORFOLK SOUTHERN CORPORATION
Registrant
|
|
|
|
|
|
|
|
|
|
Date:
|
October 22, 2014
|
/s/ Thomas E. Hurlbut
Thomas E. Hurlbut
Vice President and Controller
(Principal Accounting Officer) (Signature)
|
|
|
|
|
|
|
|
|
|
Date:
|
October 22, 2014
|
/s/ Denise W. Hutson
Denise W. Hutson
Corporate Secretary (Signature)
|
Age
|
Rate
|
Under 45
|
7%
|
45-54
|
10%
|
55-60
|
11%
|
Over 60
|
12%
|
Age
|
Rate
|
Under 45
|
13%
|
45-54
|
14%
|
55-60
|
15%
|
Over 60
|
16%
|
Age
|
Rate
|
Under 45
|
15%
|
45-54
|
16%
|
55-60
|
17%
|
Over 60
|
18%
|
|
(ii) NS consummates any stockholder-approved consolidation or dissolution (however denominated or effectuated) pursuant to a recommendation of the Board;
|
|
(iii) At any time, Continuing Directors (as herein defined) shall not constitute a majority of the members of the Board (“Continuing Director” means (i) each individual who has been a director of NS for at least twenty-four (24) consecutive months before such time and (ii) each individual who was nominated or elected to be a director of NS by at least two-thirds (2/3) of the Continuing Directors at the time of such nomination or election); or
|
|
(iii) Continuing Directors (as herein defined) no longer constitute a majority of the members of the Board (“Continuing Director” means (i) each individual who has been a director of NS for at least twelve (12) consecutive months before such time and (ii) each individual who was nominated or elected to be a director of NS by at least a majority of the directors at the time of such nomination or election); or
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Norfolk Southern Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Charles W. Moorman
|
|
Charles W. Moorman
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Norfolk Southern Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Marta R. Stewart
|
|
Marta R. Stewart
|
|
Executive Vice President Finance and Chief Financial Officer
|
Signed:
|
/s/ Charles W. Moorman
|
|
Charles W. Moorman
|
|
Chairman and Chief Executive Officer
|
|
Norfolk Southern Corporation
|
Signed:
|
/s/ Marta R. Stewart
|
|
Marta R. Stewart
|
|
Executive Vice President Finance and Chief Financial Officer
|
|
Norfolk Southern Corporation
|