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, 2017
|
Common Stock ($1.00 par value per share)
|
|
286,148,766 (excluding 20,320,777 shares held by the registrant’s consolidated subsidiaries)
|
|
|
Page
|
|
|
|||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|||
|
|||
|
|||
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|
|
Third Quarter
|
|
First Nine Months
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
($ in millions, except per share amounts)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Railway operating revenues
|
$
|
2,670
|
|
|
$
|
2,524
|
|
|
$
|
7,882
|
|
|
$
|
7,398
|
|
|
|
|
|
|
|
|
|
||||||||
Railway operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation and benefits
|
755
|
|
|
691
|
|
|
2,201
|
|
|
2,081
|
|
||||
Purchased services and rents
|
377
|
|
|
386
|
|
|
1,146
|
|
|
1,149
|
|
||||
Fuel
|
198
|
|
|
181
|
|
|
601
|
|
|
504
|
|
||||
Depreciation
|
265
|
|
|
258
|
|
|
788
|
|
|
767
|
|
||||
Materials and other
|
164
|
|
|
188
|
|
|
574
|
|
|
584
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total railway operating expenses
|
1,759
|
|
|
1,704
|
|
|
5,310
|
|
|
5,085
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from railway operations
|
911
|
|
|
820
|
|
|
2,572
|
|
|
2,313
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income – net
|
23
|
|
|
29
|
|
|
79
|
|
|
49
|
|
||||
Interest expense on debt
|
134
|
|
|
144
|
|
|
416
|
|
|
421
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
800
|
|
|
705
|
|
|
2,235
|
|
|
1,941
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes
|
294
|
|
|
245
|
|
|
799
|
|
|
689
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
506
|
|
|
$
|
460
|
|
|
$
|
1,436
|
|
|
$
|
1,252
|
|
|
|
|
|
|
|
|
|
||||||||
Per share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
1.76
|
|
|
$
|
1.56
|
|
|
$
|
4.96
|
|
|
$
|
4.23
|
|
Diluted
|
1.75
|
|
|
1.55
|
|
|
4.93
|
|
|
4.21
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends
|
0.61
|
|
|
0.59
|
|
|
1.83
|
|
|
1.77
|
|
|
Third Quarter
|
|
First Nine Months
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
($ in millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
506
|
|
|
$
|
460
|
|
|
$
|
1,436
|
|
|
$
|
1,252
|
|
Other comprehensive income, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reclassification adjustments for costs
|
|
|
|
|
|
|
|
||||||||
included in net income
|
7
|
|
|
7
|
|
|
21
|
|
|
20
|
|
||||
Other comprehensive loss of
|
|
|
|
|
|
|
|
||||||||
equity investees
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Other comprehensive income, before tax
|
7
|
|
|
7
|
|
|
20
|
|
|
20
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense related to reclassification
|
|
|
|
|
|
|
|
||||||||
adjustments for costs included in net income
|
(2
|
)
|
|
(3
|
)
|
|
(8
|
)
|
|
(8
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income, net of tax
|
5
|
|
|
4
|
|
|
12
|
|
|
12
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income
|
$
|
511
|
|
|
$
|
464
|
|
|
$
|
1,448
|
|
|
$
|
1,264
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
|
($ in millions)
|
||||||
|
|
|
|
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
724
|
|
|
$
|
956
|
|
Accounts receivable – net
|
973
|
|
|
945
|
|
||
Materials and supplies
|
245
|
|
|
257
|
|
||
Other current assets
|
57
|
|
|
133
|
|
||
Total current assets
|
1,999
|
|
|
2,291
|
|
||
|
|
|
|
||||
Investments
|
2,888
|
|
|
2,777
|
|
||
Properties less accumulated depreciation of $11,987 and
|
|
|
|
|
|||
$11,737, respectively
|
30,163
|
|
|
29,751
|
|
||
Other assets
|
103
|
|
|
73
|
|
||
|
|
|
|
||||
Total assets
|
$
|
35,153
|
|
|
$
|
34,892
|
|
|
|
|
|
||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
1,287
|
|
|
$
|
1,215
|
|
Short-term debt
|
—
|
|
|
100
|
|
||
Income and other taxes
|
206
|
|
|
245
|
|
||
Other current liabilities
|
320
|
|
|
229
|
|
||
Current maturities of long-term debt
|
600
|
|
|
550
|
|
||
Total current liabilities
|
2,413
|
|
|
2,339
|
|
||
|
|
|
|
||||
Long-term debt
|
9,280
|
|
|
9,562
|
|
||
Other liabilities
|
1,366
|
|
|
1,442
|
|
||
Deferred income taxes
|
9,367
|
|
|
9,140
|
|
||
Total liabilities
|
22,426
|
|
|
22,483
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
|
||
Common stock $1.00 per share par value, 1,350,000,000 shares
|
|
|
|
|
|
||
authorized; outstanding 286,148,766 and 290,417,610 shares,
|
|
|
|
|
|
||
respectively, net of treasury shares
|
288
|
|
|
292
|
|
||
Additional paid-in capital
|
2,249
|
|
|
2,179
|
|
||
Accumulated other comprehensive loss
|
(475
|
)
|
|
(487
|
)
|
||
Retained income
|
10,665
|
|
|
10,425
|
|
||
|
|
|
|
||||
Total stockholders’ equity
|
12,727
|
|
|
12,409
|
|
||
|
|
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
35,153
|
|
|
$
|
34,892
|
|
|
|
First Nine Months
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
($ in millions)
|
||||||
|
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
|||
|
Net income
|
$
|
1,436
|
|
|
$
|
1,252
|
|
|
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
|
|
||
|
Depreciation
|
791
|
|
|
770
|
|
||
|
Deferred income taxes
|
219
|
|
|
177
|
|
||
|
Gains and losses on properties
|
(62
|
)
|
|
(38
|
)
|
||
|
Changes in assets and liabilities affecting operations:
|
|
|
|
|
|
||
|
Accounts receivable
|
(59
|
)
|
|
8
|
|
||
|
Materials and supplies
|
12
|
|
|
(30
|
)
|
||
|
Other current assets
|
68
|
|
|
130
|
|
||
|
Current liabilities other than debt
|
165
|
|
|
149
|
|
||
|
Other – net
|
(105
|
)
|
|
(106
|
)
|
||
|
|
|
|
|
||||
|
Net cash provided by operating activities
|
2,465
|
|
|
2,312
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|||
|
Property additions
|
(1,315
|
)
|
|
(1,304
|
)
|
||
|
Property sales and other transactions
|
137
|
|
|
87
|
|
||
|
Investment purchases
|
(4
|
)
|
|
(119
|
)
|
||
|
Investment sales and other transactions
|
8
|
|
|
6
|
|
||
|
|
|
|
|
||||
|
Net cash used in investing activities
|
(1,174
|
)
|
|
(1,330
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|||
|
Dividends
|
(529
|
)
|
|
(523
|
)
|
||
|
Common stock transactions
|
75
|
|
|
33
|
|
||
|
Purchase and retirement of common stock
|
(712
|
)
|
|
(603
|
)
|
||
|
Proceeds from borrowings – net
|
293
|
|
|
594
|
|
||
|
Debt repayments
|
(650
|
)
|
|
(600
|
)
|
||
|
|
|
|
|
||||
|
Net cash used in financing activities
|
(1,523
|
)
|
|
(1,099
|
)
|
||
|
|
|
|
|
||||
|
Net decrease in cash and cash equivalents
|
(232
|
)
|
|
(117
|
)
|
||
|
|
|
|
|
||||
Cash and cash equivalents:
|
|
|
|
|
|
|||
|
At beginning of year
|
956
|
|
|
1,101
|
|
||
|
|
|
|
|
||||
|
At end of period
|
$
|
724
|
|
|
$
|
984
|
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|||
|
Cash paid during the period for:
|
|
|
|
|
|
||
|
Interest (net of amounts capitalized)
|
$
|
345
|
|
|
$
|
337
|
|
|
Income taxes (net of refunds)
|
594
|
|
|
409
|
|
|
|
Third Quarter
|
|
First Nine Months
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
($ in millions)
|
||||||||||||||
Stock-based compensation expense
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
39
|
|
|
$
|
42
|
|
Total tax benefit
|
|
13
|
|
|
8
|
|
|
47
|
|
|
27
|
|
|
|
|
|
Third Quarter
|
|
First Nine Months
|
||||||||||
|
|
|
|
Granted
|
|
Weighted-Average Grant-Date Fair Value
|
|
Granted
|
|
Weighted-Average Grant-Date Fair Value
|
||||||
Stock options:
|
|
|
|
|
|
|
|
|
||||||||
|
LTIP
|
|
—
|
|
|
$
|
—
|
|
|
341,120
|
|
|
$
|
37.73
|
|
|
|
TSOP
|
|
—
|
|
|
—
|
|
|
144,440
|
|
|
31.33
|
|
|||
|
|
Total
|
|
—
|
|
|
|
|
485,560
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Restricted stock units
|
|
—
|
|
|
—
|
|
|
83,330
|
|
|
120.16
|
|
||||
Performance share units
|
|
1,775
|
|
|
119.73
|
|
|
297,376
|
|
|
88.16
|
|
Average expected volatility
|
26
|
%
|
Average risk-free interest rate
|
2.51
|
%
|
Average expected option term LTIP
|
8.6 years
|
|
Average expected option term TSOP
|
8.3 years
|
|
Per-share grant price LTIP and TSOP
|
$120.25
|
|
|
|
Third Quarter
|
|
First Nine Months
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
($ in millions)
|
|||||||||||||||
Stock options exercised
|
|
527,543
|
|
|
633,931
|
|
|
1,538,858
|
|
|
1,003,848
|
|
||||
Cash received upon exercise
|
|
$
|
33
|
|
|
$
|
32
|
|
|
$
|
90
|
|
|
$
|
50
|
|
Related tax benefit realized
|
|
$
|
10
|
|
|
$
|
6
|
|
|
$
|
29
|
|
|
$
|
8
|
|
|
|
First Nine Months
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
($ in millions)
|
||||||
RSUs vested
|
|
137,200
|
|
|
175,500
|
|||
Common Stock issued net of tax withholding
|
|
81,318
|
|
|
103,936
|
|||
Related tax benefit realized
|
|
$
|
3
|
|
|
$
|
1
|
|
|
|
First Nine Months
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
($ in millions)
|
||||||
PSUs earned
|
|
171,080
|
|
|
406,038
|
|||
Common Stock issued net of tax withholding
|
|
99,805
|
|
|
241,757
|
|||
Related tax benefit realized
|
|
$
|
1
|
|
|
$
|
3
|
|
|
Basic
|
|
Diluted
|
||||||||||||
|
Third Quarter
|
||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
($ in millions, except per share amounts,
shares in millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
506
|
|
|
$
|
460
|
|
|
$
|
506
|
|
|
$
|
460
|
|
Dividend equivalent payments
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|
(2
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income available to common stockholders
|
$
|
505
|
|
|
$
|
457
|
|
|
$
|
506
|
|
|
$
|
458
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding
|
287.1
|
|
|
292.7
|
|
|
287.1
|
|
|
292.7
|
|
||||
Dilutive effect of outstanding options
|
|
|
|
|
|
|
|
|
|
|
|
||||
and share-settled awards
|
|
|
|
|
|
|
2.4
|
|
|
2.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Adjusted weighted-average shares outstanding
|
|
|
|
|
|
|
289.5
|
|
|
294.7
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share
|
$
|
1.76
|
|
|
$
|
1.56
|
|
|
$
|
1.75
|
|
|
$
|
1.55
|
|
|
Basic
|
|
Diluted
|
||||||||||||
|
First Nine Months
|
||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
($ in millions, except per share amounts,
shares in millions) |
||||||||||||||
Net income
|
$
|
1,436
|
|
|
$
|
1,252
|
|
|
$
|
1,436
|
|
|
$
|
1,252
|
|
Dividend equivalent payments
|
(3
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
(4
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income available to common stockholders
|
$
|
1,433
|
|
|
$
|
1,247
|
|
|
$
|
1,435
|
|
|
$
|
1,248
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding
|
288.8
|
|
|
294.9
|
|
|
288.8
|
|
|
294.9
|
|
||||
Dilutive effect of outstanding options
|
|
|
|
|
|
|
|
|
|
|
|
||||
and share-settled awards
|
|
|
|
|
|
|
2.4
|
|
|
1.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Adjusted weighted-average shares outstanding
|
|
|
|
|
|
|
291.2
|
|
|
296.7
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share
|
$
|
4.96
|
|
|
$
|
4.23
|
|
|
$
|
4.93
|
|
|
$
|
4.21
|
|
Period
|
|
2017
|
|
2016
|
|
||
|
|
(in millions)
|
|
||||
1st Quarter
|
|
0.5
|
|
|
1.5
|
|
|
2nd Quarter
|
|
0.5
|
|
|
1.5
|
|
|
3rd Quarter
|
|
—
|
|
|
1.5
|
|
|
|
Balance
at Beginning
of Year
|
|
Net
Loss
|
|
Reclassification
Adjustments
|
|
Balance
at End
of Period
|
||||||||
|
($ in millions)
|
||||||||||||||
Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
||||||||
Pensions and other postretirement
|
|
|
|
|
|
|
|
||||||||
liabilities
|
$
|
(414
|
)
|
|
$
|
—
|
|
|
$
|
13
|
|
(1)
|
$
|
(401
|
)
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
||||
of equity investees
|
(73
|
)
|
|
(1
|
)
|
|
—
|
|
|
(74
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Accumulated other comprehensive loss
|
$
|
(487
|
)
|
|
$
|
(1
|
)
|
|
$
|
13
|
|
|
$
|
(475
|
)
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pensions and other postretirement
|
|
|
|
|
|
|
|
||||||||
liabilities
|
$
|
(367
|
)
|
|
$
|
—
|
|
|
$
|
12
|
|
(1)
|
$
|
(355
|
)
|
Other comprehensive loss
|
|
|
|
|
|
|
|
||||||||
of equity investees
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Accumulated other comprehensive loss
|
$
|
(445
|
)
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
(433
|
)
|
(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
|
||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
($ in millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest cost
|
20
|
|
|
20
|
|
|
4
|
|
|
4
|
|
||||
Expected return on plan assets
|
(43
|
)
|
|
(43
|
)
|
|
(4
|
)
|
|
(4
|
)
|
||||
Amortization of net losses
|
13
|
|
|
13
|
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service benefit
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net benefit
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
|
|
|
|
|
Other Postretirement
|
||||||||||
|
Pension Benefits
|
|
Benefits
|
||||||||||||
|
First Nine Months
|
||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
($ in millions)
|
||||||||||||||
Service cost
|
$
|
28
|
|
|
$
|
27
|
|
|
$
|
6
|
|
|
$
|
5
|
|
Interest cost
|
60
|
|
|
61
|
|
|
12
|
|
|
12
|
|
||||
Expected return on plan assets
|
(129
|
)
|
|
(129
|
)
|
|
(12
|
)
|
|
(13
|
)
|
||||
Amortization of net losses
|
39
|
|
|
38
|
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service benefit
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net benefit
|
$
|
(2
|
)
|
|
$
|
(3
|
)
|
|
$
|
(12
|
)
|
|
$
|
(14
|
)
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
($ in millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Long-term investments
|
$
|
114
|
|
|
$
|
136
|
|
|
$
|
116
|
|
|
$
|
141
|
|
Long-term debt, including current maturities
|
(9,880
|
)
|
|
(11,774
|
)
|
|
(10,112
|
)
|
|
(11,626
|
)
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
|
($ in millions)
|
||||||||||
|
|
|
|
|
|
||||||
September 30, 2017
|
|
|
|
|
|
||||||
Long-term investments
|
$
|
4
|
|
|
$
|
132
|
|
|
$
|
136
|
|
Long-term debt, including current maturities
|
(11,576
|
)
|
|
(198
|
)
|
|
(11,774
|
)
|
|||
|
|
|
|
|
|
||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|||
Long-term investments
|
$
|
4
|
|
|
$
|
137
|
|
|
$
|
141
|
|
Long-term debt, including current maturities
|
(11,427
|
)
|
|
(199
|
)
|
|
(11,626
|
)
|
|
Third Quarter
|
|
First Nine Months
|
||||||||||||||||
|
2017
|
|
2016
|
|
% change
|
|
2017
|
|
2016
|
|
% change
|
||||||||
Income from railway operations
|
$
|
911
|
|
|
$
|
820
|
|
|
11%
|
|
$
|
2,572
|
|
|
$
|
2,313
|
|
|
11%
|
Net income
|
$
|
506
|
|
|
$
|
460
|
|
|
10%
|
|
$
|
1,436
|
|
|
$
|
1,252
|
|
|
15%
|
Diluted earnings per share
|
$
|
1.75
|
|
|
$
|
1.55
|
|
|
13%
|
|
$
|
4.93
|
|
|
$
|
4.21
|
|
|
17%
|
Railway operating ratio (percent)
|
65.9
|
|
|
67.5
|
|
|
(2%)
|
|
67.4
|
|
|
68.7
|
|
|
(2%)
|
|
|
Third Quarter
|
|
First Nine Months
|
||||||||||||||||
Revenues
|
|
2017
|
|
2016
|
|
% change
|
|
2017
|
|
2016
|
|
% change
|
||||||||
Merchandise:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Chemicals
|
|
$
|
418
|
|
|
$
|
408
|
|
|
2%
|
|
$
|
1,251
|
|
|
$
|
1,253
|
|
|
—
|
Agr./consumer/gov’t
|
|
388
|
|
|
380
|
|
|
2%
|
|
1,156
|
|
|
1,149
|
|
|
1%
|
||||
Metals/construction
|
|
378
|
|
|
337
|
|
|
12%
|
|
1,089
|
|
|
971
|
|
|
12%
|
||||
Automotive
|
|
218
|
|
|
236
|
|
|
(8%)
|
|
713
|
|
|
738
|
|
|
(3%)
|
||||
Paper/clay/forest
|
|
198
|
|
|
191
|
|
|
4%
|
|
572
|
|
|
567
|
|
|
1%
|
||||
Merchandise
|
|
1,600
|
|
|
1,552
|
|
|
3%
|
|
4,781
|
|
|
4,678
|
|
|
2%
|
||||
Intermodal
|
|
621
|
|
|
575
|
|
|
8%
|
|
1,785
|
|
|
1,635
|
|
|
9%
|
||||
Coal
|
|
449
|
|
|
397
|
|
|
13%
|
|
1,316
|
|
|
1,085
|
|
|
21%
|
||||
Total
|
|
$
|
2,670
|
|
|
$
|
2,524
|
|
|
6%
|
|
$
|
7,882
|
|
|
$
|
7,398
|
|
|
7%
|
Units
|
|
|
|
|
||||||||||||
Merchandise:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Chemicals
|
|
115.2
|
|
|
117.5
|
|
|
(2%)
|
|
348.6
|
|
|
360.9
|
|
|
(3%)
|
Agr./consumer/gov’t
|
|
147.8
|
|
|
147.6
|
|
|
—
|
|
443.0
|
|
|
447.0
|
|
|
(1%)
|
Metals/construction
|
|
194.2
|
|
|
186.9
|
|
|
4%
|
|
556.0
|
|
|
525.4
|
|
|
6%
|
Automotive
|
|
96.6
|
|
|
106.8
|
|
|
(10%)
|
|
318.5
|
|
|
332.8
|
|
|
(4%)
|
Paper/clay/forest
|
|
73.4
|
|
|
71.7
|
|
|
2%
|
|
214.3
|
|
|
216.3
|
|
|
(1%)
|
Merchandise
|
|
627.2
|
|
|
630.5
|
|
|
(1%)
|
|
1,880.4
|
|
|
1,882.4
|
|
|
—
|
Intermodal
|
|
1,035.2
|
|
|
993.5
|
|
|
4%
|
|
3,013.7
|
|
|
2,874.4
|
|
|
5%
|
Coal
|
|
266.6
|
|
|
238.2
|
|
|
12%
|
|
792.3
|
|
|
663.0
|
|
|
20%
|
Total
|
|
1,929.0
|
|
|
1,862.2
|
|
|
4%
|
|
5,686.4
|
|
|
5,419.8
|
|
|
5%
|
Revenue per Unit
|
|
|
|
|
||||||||||||||||
Merchandise:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Chemicals
|
|
$
|
3,624
|
|
|
$
|
3,473
|
|
|
4%
|
|
$
|
3,586
|
|
|
$
|
3,472
|
|
|
3%
|
Agr./consumer/gov’t
|
|
2,626
|
|
|
2,577
|
|
|
2%
|
|
2,610
|
|
|
2,571
|
|
|
2%
|
||||
Metals/construction
|
|
1,945
|
|
|
1,802
|
|
|
8%
|
|
1,959
|
|
|
1,848
|
|
|
6%
|
||||
Automotive
|
|
2,256
|
|
|
2,217
|
|
|
2%
|
|
2,239
|
|
|
2,219
|
|
|
1%
|
||||
Paper/clay/forest
|
|
2,699
|
|
|
2,655
|
|
|
2%
|
|
2,668
|
|
|
2,620
|
|
|
2%
|
||||
Merchandise
|
|
2,550
|
|
|
2,462
|
|
|
4%
|
|
2,542
|
|
|
2,485
|
|
|
2%
|
||||
Intermodal
|
|
600
|
|
|
579
|
|
|
4%
|
|
592
|
|
|
569
|
|
|
4%
|
||||
Coal
|
|
1,687
|
|
|
1,666
|
|
|
1%
|
|
1,662
|
|
|
1,636
|
|
|
2%
|
||||
Total
|
|
1,384
|
|
|
1,355
|
|
|
2%
|
|
1,386
|
|
|
1,365
|
|
|
2%
|
|
Third Quarter
|
|
First Nine Months
|
||||||||||||||||||||
|
Increase (Decrease)
|
|
Increase (Decrease)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Merchandise
|
|
Intermodal
|
|
Coal
|
|
Merchandise
|
|
Intermodal
|
|
Coal
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Volume
|
$
|
(8
|
)
|
|
$
|
24
|
|
|
$
|
47
|
|
|
$
|
(5
|
)
|
|
$
|
79
|
|
|
$
|
212
|
|
Fuel surcharge
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
revenue
|
7
|
|
|
10
|
|
|
—
|
|
|
22
|
|
|
51
|
|
|
10
|
|
||||||
Rate, mix and
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
other
|
49
|
|
|
12
|
|
|
5
|
|
|
86
|
|
|
20
|
|
|
9
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
$
|
48
|
|
|
$
|
46
|
|
|
$
|
52
|
|
|
$
|
103
|
|
|
$
|
150
|
|
|
$
|
231
|
|
|
Third Quarter
|
|
First Nine Months
|
||||||||||||
|
2017
|
|
2016
|
|
% change
|
|
2017
|
|
2016
|
|
% change
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic
|
662.6
|
|
|
616.2
|
|
|
8%
|
|
1,890.6
|
|
|
1,775.8
|
|
|
6%
|
International
|
372.6
|
|
|
377.3
|
|
|
(1%)
|
|
1,123.1
|
|
|
1,098.6
|
|
|
2%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
1,035.2
|
|
|
993.5
|
|
|
4%
|
|
3,013.7
|
|
|
2,874.4
|
|
|
5%
|
|
Third Quarter
|
|
First Nine Months
|
||||||||||||
|
2017
|
|
2016
|
|
% change
|
|
2017
|
|
2016
|
|
% change
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Utility
|
17,410
|
|
|
18,357
|
|
|
(5%)
|
|
52,599
|
|
|
48,097
|
|
|
9%
|
Export
|
6,280
|
|
|
2,567
|
|
|
145%
|
|
19,189
|
|
|
9,949
|
|
|
93%
|
Domestic metallurgical
|
4,298
|
|
|
3,816
|
|
|
13%
|
|
11,647
|
|
|
10,355
|
|
|
12%
|
Industrial
|
1,457
|
|
|
1,589
|
|
|
(8%)
|
|
4,259
|
|
|
4,785
|
|
|
(11%)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
29,445
|
|
|
26,329
|
|
|
12%
|
|
87,694
|
|
|
73,186
|
|
|
20%
|
|
Third Quarter
|
|
First Nine Months
|
||||||||||||||||
|
2017
|
|
2016
|
|
% change
|
|
2017
|
|
2016
|
|
% change
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
$
|
755
|
|
|
$
|
691
|
|
|
9%
|
|
$
|
2,201
|
|
|
$
|
2,081
|
|
|
6%
|
Purchased services and rents
|
377
|
|
|
386
|
|
|
(2%)
|
|
1,146
|
|
|
1,149
|
|
|
—
|
||||
Fuel
|
198
|
|
|
181
|
|
|
9%
|
|
601
|
|
|
504
|
|
|
19%
|
||||
Depreciation
|
265
|
|
|
258
|
|
|
3%
|
|
788
|
|
|
767
|
|
|
3%
|
||||
Materials and other
|
164
|
|
|
188
|
|
|
(13%)
|
|
574
|
|
|
584
|
|
|
(2%)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
1,759
|
|
|
$
|
1,704
|
|
|
3%
|
|
$
|
5,310
|
|
|
$
|
5,085
|
|
|
4%
|
•
|
incentive and stock-based compensation (up $47 million for the quarter and $70 million for the first nine months),
|
•
|
health and welfare benefit rates for agreement employees (up $16 million for the quarter and $46 million for the first nine months),
|
•
|
pay rates (up $13 million for the quarter and $49 million for the first nine months), and
|
•
|
employment levels (down $26 million for the quarter and $57 million for the first nine months).
|
|
Third Quarter
|
|
First Nine Months
|
||||||||||||||||
|
2017
|
|
2016
|
|
% change
|
|
2017
|
|
2016
|
|
% change
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Purchased services
|
$
|
309
|
|
|
$
|
312
|
|
|
(1%)
|
|
$
|
931
|
|
|
$
|
921
|
|
|
1%
|
Equipment rents
|
68
|
|
|
74
|
|
|
(8%)
|
|
215
|
|
|
228
|
|
|
(6%)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
377
|
|
|
$
|
386
|
|
|
(2%)
|
|
$
|
1,146
|
|
|
$
|
1,149
|
|
|
—
|
|
Third Quarter
|
|
First Nine Months
|
||||||||||||||||
|
2017
|
|
2016
|
|
% change
|
|
2017
|
|
2016
|
|
% change
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Materials
|
$
|
85
|
|
|
$
|
102
|
|
|
(17%)
|
|
$
|
264
|
|
|
$
|
273
|
|
|
(3%)
|
Casualties and other claims
|
39
|
|
|
36
|
|
|
8%
|
|
114
|
|
|
101
|
|
|
13%
|
||||
Other
|
40
|
|
|
50
|
|
|
(20%)
|
|
196
|
|
|
210
|
|
|
(7%)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
164
|
|
|
$
|
188
|
|
|
(13%)
|
|
$
|
574
|
|
|
$
|
584
|
|
|
(2%)
|
|
|
(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, 2017
|
|
602,443
|
|
|
119.18
|
|
|
602,443
|
|
|
10,664,429
|
|
|
August 1-31, 2017
|
|
1,110,444
|
|
|
117.34
|
|
|
1,109,602
|
|
|
9,554,827
|
|
|
September 1-30, 2017
|
|
847,742
|
|
|
127.51
|
|
|
846,969
|
|
|
58,707,858
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
2,560,629
|
|
|
|
|
|
2,559,014
|
|
|
|
|
|
(1)
|
Of this amount, 1,615 represent shares tendered by employees in connection with the exercise of options under the stockholder-approved Long-Term Incentive Plan.
|
(2)
|
On September 26, 2017, our Board of Directors authorized a share repurchase program, pursuant to which up to 50 million shares of Common Stock could be purchased through December 31, 2022.
|
|
|
NORFOLK SOUTHERN CORPORATION
Registrant
|
|
|
|
|
|
|
|
|
|
Date:
|
October 25, 2017
|
/s/ Thomas E. Hurlbut
|
|
|
Thomas E. Hurlbut
Vice President and Controller
(Principal Accounting Officer) (Signature)
|
|
|
|
|
|
|
Date:
|
October 25, 2017
|
/s/ Denise W. Hutson
|
|
|
Denise W. Hutson
Corporate Secretary (Signature)
|
I.
Effective Date
:
|
January 1, 1994, as amended November 24, 1998, August 1, 2012, and as amended and restated effective January 23, 2015.
|
II.
Purpose
:
|
To increase the ownership of common stock of Norfolk Southern Corporation ("Corporation") by non-employee directors so as to align further their ownership interest in the Corporation with that of the stockholders.
|
III.
Eligibility:
|
Any non-employee director of the Corporation as of the Effective Date and any non-employee director of the Corporation who begins his or her term as director on or after the Effective Date and before January 23, 2015 ("Eligible Director"). No grants of common stock shall be made under this Plan on or after January 23, 2015. A "non-employee director" is a director who is not an officer of the Corporation or any of its subsidiaries.
|
IV.
Benefits
:
|
(1) An Eligible Director shall be granted three thousand (3,000) shares of Corporation common stock ("Restricted Shares") on the later of the Effective Date of the Registration Statement registering the grant of common stock under this Plan or the date a person becomes an Eligible Director.
|
V.
Miscellaneous
:
|
A maximum of 66,000 shares of Corporation common stock may be
|
▪
|
Excess Benefit Plan of Norfolk and Western Railway Company
|
▪
|
Southern Railway System Supplemental Retirement Plan
|
▪
|
Norfolk and Western Railway Company Executives Contingent Compensation Plan Pension Resolution
|
Average Final Compensation
|
Compensation as defined in Article II of the Retirement Plan.
|
Compensation Committee
|
The Compensation Committee of the Board of Directors of NSC.
|
Conrail Plan
|
Supplemental Pension Plan of Consolidated Rail Corporation.
|
Deferred Compensation
|
Amounts the receipt of which a Participant elects to defer under the:
Deferred Compensation Plan of Norfolk and Western Railway Company
Southern Railway System Executive, General or Middle Management Incentive Plan
Norfolk Southern Corporation Management Incentive Plan
Norfolk Southern Corporation Executive Management Incentive Plan
Norfolk Southern Corporation Officers' Deferred Compensation Plan
Norfolk Southern Corporation Executives’ Deferred Compensation Plan
|
Member
|
A person entitled to participate in the Retirement Plan.
|
NSC
|
Norfolk Southern Corporation, a Virginia corporation.
|
NW Pension Resolutions
|
Resolutions adopted by the Board of Directors of Norfolk and Western Railway Company at its meetings held on January 23, 1968, June 24, 1969, November 25, 1969, January 26, 1971, and April 23, 1974, authorizing the respective payments of additional pension benefits to five Members.
|
Participant
|
A Member of the Retirement Plan who is eligible to participate under Article III.
|
Participating Subsidiary
|
Each subsidiary or affiliated company of NSC which is a Participating Subsidiary in the Retirement Plan shall automatically participate in the Plan.
|
Retirement Plan
|
Retirement Plan of Norfolk Southern Corporation and Participating Subsidiary Companies
|
Separation from Service
|
A Participant’s “separation from service” within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder.
|
Specified Employee
|
An officer of NSC or of any company controlled by or under common control with NSC within the meaning of Section 414(b) or (c) of the Code (including NSC, an “NSC Company”) with annual compensation greater than $130,000 indexed), a five percent (5%) owner of an NSC Company, or a one percent (1%) owner of an NSC Company with annual compensation greater than $150,000 (not indexed), determined in each case in accordance with Section 409A of the Internal Revenue Code. If all NSC Companies have (in the aggregate) more than 50 officers whose annual compensation exceeds $130,000 (indexed),
only the 50 officers with the greatest annual compensation shall be considered “Specified Employees.” If an individual meets the definition of “Specified Employee” at any time during a calendar year, the individual shall be a “Specified Employee” during the 12-month period beginning on the following April 1. For purposes of this definition, annual compensation shall be determined on the basis of Internal Revenue Service Form W-2, Wage and Tax Statement, excluding foreign compensation. |
Surviving Spouse
|
Surviving Spouse as defined in Article II of the Retirement Plan.
|
|
|
1.
|
The following Members of the Retirement Plan shall be eligible to participate in the Plan on or after the Effective Date:
|
(a)
|
Any Member of the Retirement Plan whose benefit computed under Article VI of the Retirement Plan without regard to the maximum limitation on benefits imposed by Section 415 of the Internal Revenue Code exceeds such maximum limitation on benefits;
|
(b)
|
Any Member of the Retirement Plan whose benefit computed under Article VI of the Retirement Plan disregards amounts of Deferred Compensation in the computation of his Average Final Compensation;
|
(c)
|
Any Member of the Retirement Plan entitled to receive a pension benefit, in excess of the benefit computed under the provisions of the Retirement Plan, pursuant to an NW Pension Resolution;
|
(d)
|
Any Member of the Retirement Plan entitled to receive a pension benefit, in excess of the benefit computed under the provisions of the Retirement Plan, pursuant to a resolution adopted by the Board of Directors of NSC;
|
(e)
|
Any Member of the Retirement Plan whose Compensation exceeds the limitation contained in Section 401(a)(17) of the Internal Revenue Code;
|
(f)
|
Any Member protected by the Pension Benefits Standard Act of Canada whose benefit computed under Article VI of the Retirement Plan exceeds $60,000; or
|
(g)
|
Any Member of the Retirement Plan entitled to receive a pension benefit in excess of the benefit computed under the provisions of the Retirement Plan, pursuant to the provisions of any agreement between a Participant and NSC providing benefits upon "Termination" of a Participant’s employment following a "Change in Control" (as the terms "Termination" and "Change in Control" are defined in any such agreement).
|
2.
|
Any participant of the Excess Benefit Plan of Norfolk and Western Railway Company or the Southern Railway System Supplemental Retirement Plan or any individual covered by the Norfolk and Western Railway Company Executive Contingent Compensation Plan Pension Resolution, dated September 24, 1968, shall become a Participant on the Effective Date. Any participant in the Consolidated Rail Corporation Supplemental Employee Retirement Plan who transfers employment to NSC from Consolidated Rail Corporation on or before August 22, 2001 shall become a Participant on the effective date of his or her transfer.
|
3.
|
Subject to Section 5 of this Article III, a Participant’s benefit shall commence on the later of the last day of the month in which a Participant turns age 55 or the Participant’s Separation from Service. Unless the Participant elects a different form of annuity under Section 4 of this Article III, the Participant’s supplemental benefit shall be paid as a single life annuity if the Participant is single on the benefit commencement date, and shall be paid as a joint and 50% survivor annuity with the Participant’s spouse as the survivor annuitant if the Participant is married on the benefit commencement date.
|
4.
|
At any time before a Participant’s benefit commencement date, the Participant may change the form of payment for the Participant’s supplemental benefit from one life annuity to another actuarially-equivalent life annuity (within the meaning of Section 409A of the Internal Revenue Code) commencing at the same time, or may change the designated survivor annuitant, provided, however, that if the Participant’s benefit under this Plan and the Retirement Plan are to commence at the same time (disregarding any six-month delay under Section V of this Article III), a Participant may not elect a form of payment or a designated survivor annuitant for the Participant’s supplemental benefit that is a different form of payment or designated survivor annuitant than the Participant has elected under the Retirement Plan. Any change in the Participant’s form of annuity or survivor annuitant shall be subject to any spousal consent requirement that would have applied if the election had been made under the Retirement Plan.
|
5.
|
If a Participant is a Specified Employee on the date of his or her Separation from Service, the Participant’s supplemental benefit shall not commence or be paid earlier than six months after the date of the Participant’s Separation from Service. Any payments that otherwise would have been made during the six-month period shall be paid in a lump sum, without interest, on the last day of the first month that begins after the six-month period.
|
1.
|
A Participant shall, upon the Participant’s benefit commencement date, be entitled to receive a monthly benefit equal to the excess of
|
(a)
|
the monthly benefit under Article VI of the Retirement Plan if such benefit had been payable at the same time and in the same form as the Participant’s supplemental benefit, and had been computed
|
(i)
|
without regard to the limitation imposed by Section 415 of the Internal Revenue Code and provided for in Section 1 of Article VII of the Retirement Plan, in Section 7.4 of the Conrail Plan and in Section 7.4 of the Retirement Plan of Consolidated Rail Corporation;
|
(ii)
|
without regard to the limitation of Compensation imposed by Section 401(a)(17) of the Internal Revenue Code;
|
(iii)
|
without regard to the $60,000 limitation on benefits payable to Members protected by the Pension Benefits Standard Act of Canada;
|
(iv)
|
without regard to the minimum benefit provided for in Section 13 of Article VI of the Retirement Plan provided, however, that this paragraph (iv) shall be effective only with respect to benefits accrued after April 30, 2005, and further provided that in no event shall the benefit payable under this plan be greater than the benefit that would have been payable if Section 13 of the Retirement Plan had continued to apply as in effect on April 30, 2005;
|
(v)
|
by including in the calculation of Average Final Compensation amounts of Deferred Compensation, if any;
|
(vi)
|
by including service credits and applying any offsets provided for under any NW Pension Resolution, if any;
|
(vii)
|
by including the service credits and compensation to which a Participant is entitled pursuant to the provisions of any agreement providing the benefits described in Article III, Section 1(g), hereof; and
|
(viii)
|
by excluding the Additional Retirement Benefit provided under Article VI of the Retirement Plan, as set forth in Schedule A of the Retirement Plan, over
|
(b)
|
the sum of
|
(i)
|
the monthly benefit that would actually have been payable under the Retirement Plan if the benefit had been paid at the same time and in the same form as the Participant’s supplemental benefit; and
|
(ii)
|
the monthly benefit (or actuarial equivalent thereof if payable in a lump sum) that would actually have been payable under the Consolidated Rail Corporation Supplemental Employee Retirement Plan or its successor plan if the benefit had been paid at the same time and in the same form as the Participant’s supplemental benefit.
|
2.
|
A Participant shall, upon the Participant’s benefit commencement date, be entitled to receive a monthly benefit, in excess of the benefit that would otherwise be payable under the Retirement Plan if the benefit had been paid at the same time and in the same form as the Participant’s supplemental benefit, and in addition to any amount payable pursuant to
|
3.
|
If a Participant dies after the benefit commencement date for the supplemental benefit, any survivorship option which has been elected or is in force under Article III of the Plan at the time of a Participant's death shall determine the benefit paid to the Participant’s Surviving Spouse or other beneficiary. If a Participant dies before the benefit commencement date for the supplemental benefit, and if the participant is married on his date of death, then the Participant’s Surviving Spouse shall receive an annuity for the life of the Surviving Spouse, commencing on the later of the last day of the month in which the Participant would have reached age 55 or the last day of the month in which the Participant died, calculated using the method set forth in Section 1 of this Article IV, but substituting the corresponding survivor benefit under the Retirement Plan for the Participant’s retirement benefit.
|
4.
|
A payment is treated as being made on the date when it is due under the Plan if the payment is made on the due date specified by the Plan, or on a later date that is either (i) in the same calendar year (for a payment whose specified due date is on or before September 30), or (ii) by the 15th day of the third calendar month following the date specified by the Plan (for a payment whose specified due date is on or after October 1). A payment also is treated as being made on the date when it is due under the Plan if the payment is made not more than 30 days before the due date specified by the Plan, provided that a payment under Section 5 of Article III shall not be made earlier than six months after a Specified Employee’s Separation From Service. A Participant or beneficiary may not, directly or indirectly, designate the taxable year of a payment made in reliance on the administrative rules in this paragraph.
|
1.
|
The Plan shall be administered by the Compensation Committee, which is composed of three or more NSC directors appointed by the NSC Board who are not eligible to participate in the Plan and who shall serve at the pleasure of the Board. Each member of the Compensation Committee, while serving as such, shall be considered to be acting in his capacity as a director of NSC.
|
2.
|
The Compensation Committee shall from time to time adopt rules and regulations determined to be necessary to insure the effective implementation of the Plan.
|
3.
|
The Compensation Committee shall have the power to interpret the Plan. Any disputed question arising under the Plan, including questions of construction and interpretation, shall be determined conclusively and finally by the Compensation Committee.
|
1.
|
Participants in the Plan shall have only those rights in respect of the Plan specifically set forth herein.
|
2.
|
This Plan shall not be deemed to constitute a contract between NSC or any Participating Company and any Participant or surviving spouse of a deceased Participant, nor shall it be construed to be consideration for or an inducement or condition of the employment of any Participant. Nothing contained herein shall be deemed to give any Participant the right to continued employment.
|
3.
|
Benefits payable hereunder shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to accomplish any of these mentioned acts shall be void. Benefits shall not be subjected to attachment or other legal process or debts of the retired Participant or surviving spouse.
|
4.
|
The Plan is intended, and shall be construed, to comply with the requirements of Section 409A of the Internal Revenue Code. NSC does not warrant that the Plan will comply with Section 409A of the Internal Revenue Code with respect to any Participant or with
|
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/ James A. Squires
|
|
James A. Squires
|
|
Chairman, President 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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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/s/ Cynthia C. Earhart
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Cynthia C. Earhart
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Executive Vice President Finance and Chief Financial Officer
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Signed:
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/s/ James A. Squires
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James A. Squires
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Chairman, President and Chief Executive Officer
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Norfolk Southern Corporation
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Signed:
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/s/ Cynthia C. Earhart
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Cynthia C. Earhart
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Executive Vice President Finance and Chief Financial Officer
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Norfolk Southern Corporation
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