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 March 31, 2018
|
Common Stock ($1.00 par value per share)
|
|
282,541,886 (excluding 20,320,777 shares held by the registrant’s consolidated subsidiaries)
|
|
|
Page
|
|
|
|||
|
|
||
|
|
||
|
|
||
|
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||
|
|
||
|
|
||
|
|||
|
|||
|
|||
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|
|
First Quarter
|
|
||||||
|
2018
|
|
2017
|
|
||||
|
($ in millions, except per share amounts)
|
|||||||
|
|
|
|
|
||||
Railway operating revenues
|
$
|
2,717
|
|
|
$
|
2,575
|
|
|
|
|
|
|
|
||||
Railway operating expenses:
|
|
|
|
|
|
|
||
Compensation and benefits
|
737
|
|
|
759
|
|
|
||
Purchased services and rents
|
401
|
|
|
377
|
|
|
||
Fuel
|
266
|
|
|
213
|
|
|
||
Depreciation
|
272
|
|
|
259
|
|
|
||
Materials and other
|
206
|
|
|
210
|
|
|
||
|
|
|
|
|
||||
Total railway operating expenses
|
1,882
|
|
|
1,818
|
|
|
||
|
|
|
|
|
||||
Income from railway operations
|
835
|
|
|
757
|
|
|
||
|
|
|
|
|
||||
Other income – net
|
8
|
|
|
40
|
|
|
||
Interest expense on debt
|
136
|
|
|
142
|
|
|
||
|
|
|
|
|
||||
Income before income taxes
|
707
|
|
|
655
|
|
|
||
|
|
|
|
|
||||
Income taxes
|
155
|
|
|
222
|
|
|
||
|
|
|
|
|
||||
Net income
|
$
|
552
|
|
|
$
|
433
|
|
|
|
|
|
|
|
||||
Per share amounts:
|
|
|
|
|
|
|
||
Net income
|
|
|
|
|
|
|
||
Basic
|
$
|
1.94
|
|
|
$
|
1.49
|
|
|
Diluted
|
1.93
|
|
|
1.48
|
|
|
||
|
|
|
|
|
||||
Dividends
|
0.72
|
|
|
0.61
|
|
|
|
First Quarter
|
||||||
|
2018
|
|
2017
|
||||
|
($ in millions)
|
||||||
|
|
|
|
||||
Net income
|
$
|
552
|
|
|
$
|
433
|
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
||
Pension and other postretirement benefit (expense)
|
(7
|
)
|
|
7
|
|
||
Other comprehensive income (loss) of equity investees
|
1
|
|
|
(2
|
)
|
||
Other comprehensive income (loss), before tax
|
(6
|
)
|
|
5
|
|
||
|
|
|
|
||||
Income tax benefit (expense) related to items of
|
|
|
|
||||
other comprehensive income (loss)
|
2
|
|
|
(3
|
)
|
||
|
|
|
|
||||
Other comprehensive income (loss), net of tax
|
(4
|
)
|
|
2
|
|
||
|
|
|
|
||||
Total comprehensive income
|
$
|
548
|
|
|
$
|
435
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
|
($ in millions)
|
||||||
|
|
|
|
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,072
|
|
|
$
|
690
|
|
Accounts receivable – net
|
973
|
|
|
955
|
|
||
Materials and supplies
|
245
|
|
|
222
|
|
||
Other current assets
|
189
|
|
|
282
|
|
||
Total current assets
|
2,479
|
|
|
2,149
|
|
||
|
|
|
|
||||
Investments
|
3,020
|
|
|
2,981
|
|
||
Properties less accumulated depreciation of $12,076 and
|
|
|
|
|
|||
$11,909, respectively
|
30,396
|
|
|
30,330
|
|
||
Other assets
|
267
|
|
|
251
|
|
||
|
|
|
|
||||
Total assets
|
$
|
36,162
|
|
|
$
|
35,711
|
|
|
|
|
|
||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
1,217
|
|
|
$
|
1,401
|
|
Short-term debt
|
50
|
|
|
100
|
|
||
Income and other taxes
|
217
|
|
|
211
|
|
||
Other current liabilities
|
304
|
|
|
233
|
|
||
Current maturities of long-term debt
|
600
|
|
|
600
|
|
||
Total current liabilities
|
2,388
|
|
|
2,545
|
|
||
|
|
|
|
||||
Long-term debt
|
9,637
|
|
|
9,136
|
|
||
Other liabilities
|
1,352
|
|
|
1,347
|
|
||
Deferred income taxes
|
6,367
|
|
|
6,324
|
|
||
Total liabilities
|
19,744
|
|
|
19,352
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
|
||
Common stock $1.00 per share par value, 1,350,000,000 shares
|
|
|
|
|
|
||
authorized; outstanding 282,541,886 and 284,157,187 shares,
|
|
|
|
|
|
||
respectively, net of treasury shares
|
284
|
|
|
285
|
|
||
Additional paid-in capital
|
2,255
|
|
|
2,254
|
|
||
Accumulated other comprehensive loss
|
(448
|
)
|
|
(356
|
)
|
||
Retained income
|
14,327
|
|
|
14,176
|
|
||
|
|
|
|
||||
Total stockholders’ equity
|
16,418
|
|
|
16,359
|
|
||
|
|
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
36,162
|
|
|
$
|
35,711
|
|
|
|
First Three Months
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
($ in millions)
|
||||||
|
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
|||
|
Net income
|
$
|
552
|
|
|
$
|
433
|
|
|
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
|
|
||
|
Depreciation
|
272
|
|
|
260
|
|
||
|
Deferred income taxes
|
45
|
|
|
56
|
|
||
|
Gains and losses on properties
|
(8
|
)
|
|
(9
|
)
|
||
|
Changes in assets and liabilities affecting operations:
|
|
|
|
|
|
||
|
Accounts receivable
|
(26
|
)
|
|
(53
|
)
|
||
|
Materials and supplies
|
(23
|
)
|
|
(24
|
)
|
||
|
Other current assets
|
13
|
|
|
31
|
|
||
|
Current liabilities other than debt
|
12
|
|
|
188
|
|
||
|
Other – net
|
(21
|
)
|
|
(36
|
)
|
||
|
|
|
|
|
||||
|
Net cash provided by operating activities
|
816
|
|
|
846
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|||
|
Property additions
|
(383
|
)
|
|
(438
|
)
|
||
|
Property sales and other transactions
|
13
|
|
|
35
|
|
||
|
Investment purchases
|
(2
|
)
|
|
(2
|
)
|
||
|
Investment sales and other transactions
|
1
|
|
|
1
|
|
||
|
|
|
|
|
||||
|
Net cash used in investing activities
|
(371
|
)
|
|
(404
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|||
|
Dividends
|
(205
|
)
|
|
(177
|
)
|
||
|
Common stock transactions
|
(1
|
)
|
|
34
|
|
||
|
Purchase and retirement of common stock
|
(300
|
)
|
|
(200
|
)
|
||
|
Proceeds from borrowings – net of issuance costs
|
543
|
|
|
—
|
|
||
|
Debt repayments
|
(100
|
)
|
|
(100
|
)
|
||
|
|
|
|
|
||||
|
Net cash used in financing activities
|
(63
|
)
|
|
(443
|
)
|
||
|
|
|
|
|
||||
|
Net increase (decrease) in cash and cash equivalents
|
382
|
|
|
(1
|
)
|
||
|
|
|
|
|
||||
Cash and cash equivalents:
|
|
|
|
|
|
|||
|
At beginning of year
|
690
|
|
|
956
|
|
||
|
|
|
|
|
||||
|
At end of period
|
$
|
1,072
|
|
|
$
|
955
|
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|||
|
Cash paid during the period for:
|
|
|
|
|
|
||
|
Interest (net of amounts capitalized)
|
$
|
69
|
|
|
$
|
70
|
|
|
Income taxes (net of refunds)
|
7
|
|
|
12
|
|
|
|
|
|
|
|
First Quarter
|
|
||
|
|
|
|
2018
|
|
||||
Merchandise:
|
|
|
|
|
|
||||
Chemicals
|
|
|
|
|
|
$
|
443
|
|
|
Agr./consumer/gov’t
|
|
|
|
|
|
|
393
|
|
|
Metals/construction
|
|
|
|
|
|
|
338
|
|
|
Automotive
|
|
|
|
|
|
|
243
|
|
|
Paper/clay/forest
|
|
|
|
|
|
|
188
|
|
|
Merchandise
|
|
|
|
|
|
|
1,605
|
|
|
Intermodal
|
|
|
|
|
|
|
678
|
|
|
Coal
|
|
|
|
|
|
|
434
|
|
|
Total
|
|
|
|
|
|
$
|
2,717
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
|
||||
|
|
($ in millions)
|
|
||||||
Customer
|
|
$
|
751
|
|
|
$
|
703
|
|
|
Non-customer
|
|
222
|
|
|
252
|
|
|
||
Accounts receivable - net
|
|
$
|
973
|
|
|
$
|
955
|
|
|
|
|
First Quarter
|
|
||||||
|
|
2018
|
|
2017
|
|
||||
|
|
($ in millions)
|
|||||||
Stock-based compensation expense
|
|
$
|
16
|
|
|
$
|
27
|
|
|
Total tax benefit
|
|
14
|
|
|
30
|
|
|
|
|
|
|
Granted
|
|
Weighted-Average Grant-Date Fair Value
|
|||
|
|
|
|
|
|||||
Stock options
|
|
40,960
|
|
|
$
|
41.70
|
|
||
Restricted stock units
|
|
215,880
|
|
|
148.32
|
|
|||
Performance share units
|
|
91,914
|
|
|
91.55
|
|
|
|
First Quarter
|
|
||||||
|
|
2018
|
|
2017
|
|
||||
|
|
($ in millions)
|
|||||||
Stock options exercised
|
|
254,982
|
|
|
885,722
|
|
|
||
Cash received upon exercise
|
|
$
|
17
|
|
|
$
|
49
|
|
|
Related tax benefit realized
|
|
$
|
4
|
|
|
$
|
16
|
|
|
|
|
First Quarter
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
($ in millions)
|
||||||
RSUs vested
|
|
160,200
|
|
|
137,200
|
|||
Common Stock issued net of tax withholding
|
|
99,968
|
|
|
81,318
|
|||
Related tax benefit realized
|
|
$
|
3
|
|
|
$
|
3
|
|
|
|
First Quarter
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
($ in millions)
|
||||||
PSUs earned
|
|
154,189
|
|
|
171,080
|
|||
Common Stock issued net of tax withholding
|
|
94,399
|
|
|
99,805
|
|||
Related tax benefit realized
|
|
$
|
3
|
|
|
$
|
1
|
|
|
Basic
|
|
Diluted
|
||||||||||||
|
First Quarter
|
||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
($ in millions, except per share amounts,
shares in millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
552
|
|
|
$
|
433
|
|
|
$
|
552
|
|
|
$
|
433
|
|
Dividend equivalent payments
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income available to common stockholders
|
$
|
551
|
|
|
$
|
432
|
|
|
$
|
551
|
|
|
$
|
432
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding
|
283.5
|
|
|
290.3
|
|
|
283.5
|
|
|
290.3
|
|
||||
Dilutive effect of outstanding options
|
|
|
|
|
|
|
|
|
|
|
|
||||
and share-settled awards
|
|
|
|
|
|
|
2.4
|
|
|
2.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Adjusted weighted-average shares outstanding
|
|
|
|
|
|
|
285.9
|
|
|
292.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share
|
$
|
1.94
|
|
|
$
|
1.49
|
|
|
$
|
1.93
|
|
|
$
|
1.48
|
|
|
Balance at
Beginning
of Year
|
|
Net Income
(Loss)
|
|
Reclassification of Stranded
Tax Effects
|
|
Reclassification
Adjustments
|
|
Balance at
End of Period
|
||||||||||
|
($ in millions)
|
||||||||||||||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Pensions and other
|
|
|
|
|
|
|
|
|
|
||||||||||
postretirement liabilities
|
$
|
(300
|
)
|
|
$
|
(11
|
)
|
|
$
|
(86
|
)
|
|
$
|
6
|
|
|
$
|
(391
|
)
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(loss) of equity investees
|
(56
|
)
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
|
(57
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated other comprehensive loss
|
$
|
(356
|
)
|
|
$
|
(10
|
)
|
|
$
|
(88
|
)
|
|
$
|
6
|
|
|
$
|
(448
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pensions and other
|
|
|
|
|
|
|
|
|
|
||||||||||
postretirement liabilities
|
$
|
(414
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(410
|
)
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
||||||||||
of equity investees
|
(73
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated other comprehensive loss
|
$
|
(487
|
)
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(485
|
)
|
|
|
|
|
|
Other Postretirement
|
||||||||||
|
Pension Benefits
|
|
Benefits
|
||||||||||||
|
First Quarter
|
||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
($ in millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
10
|
|
|
$
|
9
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest cost
|
20
|
|
|
20
|
|
|
4
|
|
|
4
|
|
||||
Expected return on plan assets
|
(44
|
)
|
|
(43
|
)
|
|
(4
|
)
|
|
(4
|
)
|
||||
Amortization of net losses
|
14
|
|
|
13
|
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service benefit
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net benefit
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
($ in millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Long-term investments
|
$
|
26
|
|
|
$
|
43
|
|
|
$
|
26
|
|
|
$
|
43
|
|
Long-term debt, including current maturities
|
(10,237
|
)
|
|
(11,780
|
)
|
|
(9,736
|
)
|
|
(11,771
|
)
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
|
($ in millions)
|
||||||||||
|
|
|
|
|
|
||||||
March 31, 2018
|
|
|
|
|
|
||||||
Long-term investments
|
$
|
4
|
|
|
$
|
39
|
|
|
$
|
43
|
|
Long-term debt, including current maturities
|
(11,685
|
)
|
|
(95
|
)
|
|
(11,780
|
)
|
|||
|
|
|
|
|
|
||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|||
Long-term investments
|
$
|
4
|
|
|
$
|
39
|
|
|
$
|
43
|
|
Long-term debt, including current maturities
|
(11,676
|
)
|
|
(95
|
)
|
|
(11,771
|
)
|
|
First Quarter
|
|
||||||||
|
2018
|
|
2017
|
|
% change
|
|
||||
Income from railway operations
|
$
|
835
|
|
|
$
|
757
|
|
|
10%
|
|
Net income
|
$
|
552
|
|
|
$
|
433
|
|
|
27%
|
|
Diluted earnings per share
|
$
|
1.93
|
|
|
$
|
1.48
|
|
|
30%
|
|
Railway operating ratio (percent)
|
69.3
|
|
|
70.6
|
|
|
(2%)
|
|
|
First Quarter
|
|
||||||||
Revenues
|
2018
|
|
2017
|
|
% change
|
|
||||
Merchandise:
|
|
|
|
|
|
|
||||
Chemicals
|
$
|
443
|
|
|
$
|
427
|
|
|
4%
|
|
Agr./consumer/gov’t
|
393
|
|
|
384
|
|
|
2%
|
|
||
Metals/construction
|
338
|
|
|
340
|
|
|
(1%)
|
|
||
Automotive
|
243
|
|
|
246
|
|
|
(1%)
|
|
||
Paper/clay/forest
|
188
|
|
|
187
|
|
|
1%
|
|
||
Merchandise
|
1,605
|
|
|
1,584
|
|
|
1%
|
|
||
Intermodal
|
678
|
|
|
571
|
|
|
19%
|
|
||
Coal
|
434
|
|
|
420
|
|
|
3%
|
|
||
Total
|
$
|
2,717
|
|
|
$
|
2,575
|
|
|
6%
|
|
Units
|
|
|
||||||
Merchandise:
|
|
|
|
|
|
|
||
Chemicals
|
120.8
|
|
|
118.6
|
|
|
2%
|
|
Agr./consumer/gov’t
|
148.3
|
|
|
149.5
|
|
|
(1%)
|
|
Metals/construction
|
164.6
|
|
|
168.4
|
|
|
(2%)
|
|
Automotive
|
102.8
|
|
|
110.5
|
|
|
(7%)
|
|
Paper/clay/forest
|
69.6
|
|
|
70.6
|
|
|
(1%)
|
|
Merchandise
|
606.1
|
|
|
617.6
|
|
|
(2%)
|
|
Intermodal
|
1,049.2
|
|
|
969.4
|
|
|
8%
|
|
Coal
|
249.1
|
|
|
259.6
|
|
|
(4%)
|
|
Total
|
1,904.4
|
|
|
1,846.6
|
|
|
3%
|
|
Revenue per Unit
|
|
|
||||||||
Merchandise:
|
|
|
|
|
|
|
||||
Chemicals
|
$
|
3,663
|
|
|
$
|
3,599
|
|
|
2%
|
|
Agr./consumer/gov’t
|
2,650
|
|
|
2,568
|
|
|
3%
|
|
||
Metals/construction
|
2,053
|
|
|
2,020
|
|
|
2%
|
|
||
Automotive
|
2,362
|
|
|
2,221
|
|
|
6%
|
|
||
Paper/clay/forest
|
2,704
|
|
|
2,651
|
|
|
2%
|
|
||
Merchandise
|
2,647
|
|
|
2,564
|
|
|
3%
|
|
||
Intermodal
|
647
|
|
|
589
|
|
|
10%
|
|
||
Coal
|
1,743
|
|
|
1,617
|
|
|
8%
|
|
||
Total
|
1,427
|
|
|
1,394
|
|
|
2%
|
|
|
|
First Quarter
|
||||||||||
|
|
Increase (Decrease)
|
||||||||||
|
|
|
|
|
|
|
||||||
|
|
Merchandise
|
|
Intermodal
|
|
Coal
|
||||||
|
|
|
|
|
|
|
||||||
Volume
|
|
$
|
(30
|
)
|
|
$
|
47
|
|
|
$
|
(17
|
)
|
Fuel surcharge revenue
|
|
18
|
|
|
31
|
|
|
2
|
|
|||
Rate, mix and other
|
|
33
|
|
|
29
|
|
|
29
|
|
|||
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
21
|
|
|
$
|
107
|
|
|
$
|
14
|
|
|
First Quarter
|
||||||
|
2018
|
|
2017
|
|
% change
|
||
|
|
|
|
|
|
||
Domestic
|
671.7
|
|
|
600.9
|
|
|
12%
|
International
|
377.5
|
|
|
368.5
|
|
|
2%
|
|
|
|
|
|
|
||
Total
|
1,049.2
|
|
|
969.4
|
|
|
8%
|
|
First Quarter
|
||||||
|
2018
|
|
2017
|
|
% change
|
||
|
|
|
|
|
|
||
Utility
|
15,865
|
|
|
17,602
|
|
|
(10%)
|
Export
|
7,238
|
|
|
6,343
|
|
|
14%
|
Domestic metallurgical
|
3,147
|
|
|
3,367
|
|
|
(7%)
|
Industrial
|
1,260
|
|
|
1,471
|
|
|
(14%)
|
|
|
|
|
|
|
||
Total
|
27,510
|
|
|
28,783
|
|
|
(4%)
|
|
First Quarter
|
||||||||
|
2018
|
|
2017
|
|
% change
|
||||
|
|
|
|
|
|
||||
Compensation and benefits
|
$
|
737
|
|
|
$
|
759
|
|
|
(3%)
|
Purchased services and rents
|
401
|
|
|
377
|
|
|
6%
|
||
Fuel
|
266
|
|
|
213
|
|
|
25%
|
||
Depreciation
|
272
|
|
|
259
|
|
|
5%
|
||
Materials and other
|
206
|
|
|
210
|
|
|
(2%)
|
||
|
|
|
|
|
|
||||
Total
|
$
|
1,882
|
|
|
$
|
1,818
|
|
|
4%
|
•
|
employment levels (down $24 million),
|
•
|
health and welfare benefit rates for agreement employees (down $8 million),
|
•
|
incentive and stock-based compensation (down $8 million), and
|
•
|
overtime and recrews (up $19 million).
|
|
First Quarter
|
||||||||
|
2018
|
|
2017
|
|
% change
|
||||
|
|
|
|
|
|
||||
Purchased services
|
$
|
318
|
|
|
$
|
304
|
|
|
5%
|
Equipment rents
|
83
|
|
|
73
|
|
|
14%
|
||
|
|
|
|
|
|
||||
Total
|
$
|
401
|
|
|
$
|
377
|
|
|
6%
|
|
First Quarter
|
||||||||
|
2018
|
|
2017
|
|
% change
|
||||
|
|
|
|
|
|
||||
Materials
|
$
|
90
|
|
|
$
|
92
|
|
|
(2%)
|
Casualties and other claims
|
47
|
|
|
40
|
|
|
18%
|
||
Other
|
69
|
|
|
78
|
|
|
(12%)
|
||
|
|
|
|
|
|
||||
Total
|
$
|
206
|
|
|
$
|
210
|
|
|
(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)
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
January 1-31, 2018
|
|
661,196
|
|
|
151.24
|
|
|
661,196
|
|
|
55,809,039
|
|
|
February 1-28, 2018
|
|
670,296
|
|
|
142.08
|
|
|
668,527
|
|
|
55,140,512
|
|
|
March 1-31, 2018
|
|
757,034
|
|
|
138.77
|
|
|
756,616
|
|
|
54,383,896
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
2,088,526
|
|
|
|
|
|
2,086,339
|
|
|
|
|
|
(1)
|
Of this amount, 2,187 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 the repurchase of up to an additional 50 million shares of Common Stock through December 31, 2022. As of
March 31, 2018
,
54.4 million
shares remain authorized for repurchase.
|
|
|
NORFOLK SOUTHERN CORPORATION
Registrant
|
|
|
|
|
|
|
|
|
|
Date:
|
April 25, 2018
|
/s/ Thomas E. Hurlbut
|
|
|
Thomas E. Hurlbut
Vice President and Controller
(Principal Accounting Officer) (Signature)
|
|
|
|
|
|
|
Date:
|
April 25, 2018
|
/s/ John M. Scheib
|
|
|
John M. Scheib
Executive Vice President Law and Administration and Chief Legal Officer (Signature)
|
A.
|
The Incentive Groups for the incentive year, which Groups shall consist of Board-elected officers at the level of Vice President and above,
|
B.
|
The bonus level for each Incentive Group for the incentive year, and
|
C.
|
The performance standard or standards for the Corporation for the incentive year, the outcome of which must be substantially uncertain at the time the standard or standards are established. The performance standards shall be based on one or more, or any combination, of the following business criteria, selected by the Committee, which may be applied on a corporate, department or division level, which may be measured on an absolute or relative basis, or established as a measure of growth: earnings measures (including net income, earnings per share, income from continuing operations, income before income taxes, income from railway operations); return measures (including net income divided by total assets, return on shareholder equity, return on average invested capital); service measures (including connection performance, train performance, plan adherence); cash flow measures (including operating cash flow, free cash flow); productivity measures (including total operating expense per thousand gross ton miles or revenue ton miles, total operating revenue per employee, total operating expense per employee, gross ton miles or revenue ton miles per employee, carloads per employee, revenue ton miles per mile of road operated, total operating expense per carload, revenue ton miles per carload, gross ton miles or revenue ton miles per train hour, percent of loaded-to-total car miles, network performance); fair market value of shares of the Corporation's Common Stock; revenue measures; expense measures; operating ratio measures; customer satisfaction measures; working capital measures; cost control measures; economic value added measures; and safety measures. If the Committee establishes performance standards using more than one of the aforesaid business criteria, the Committee shall assign a weighting percentage to each business criterion or combination thereof; the sum of the weighting percentages shall equal 100%.
|
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;
|
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/ Cynthia C. Earhart
|
|
Cynthia C. Earhart
|
|
Executive Vice President Finance and Chief Financial Officer
|
Signed:
|
/s/ James A. Squires
|
|
James A. Squires
|
|
Chairman, President and Chief Executive Officer
|
|
Norfolk Southern Corporation
|
Signed:
|
/s/ Cynthia C. Earhart
|
|
Cynthia C. Earhart
|
|
Executive Vice President Finance and Chief Financial Officer
|
|
Norfolk Southern Corporation
|