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K
88
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
•
|
Corporate Governance Guidelines
|
•
|
Charters of the Committees of the Board of Directors
|
•
|
The Thoroughbred Code of Ethics
|
•
|
Code of Ethical Conduct for Senior Financial Officers
|
•
|
Categorical Independence Standards for Directors
|
•
|
Norfolk Southern Corporation Bylaws
|
•
|
New York City area to Chicago (via Allentown and Pittsburgh)
|
•
|
Chicago to Macon (via Cincinnati, Chattanooga, and Atlanta)
|
•
|
Central Ohio to Norfolk (via Columbus and Roanoke)
|
•
|
Birmingham to Meridian
|
•
|
Cleveland to Kansas City
|
•
|
Memphis to Chattanooga
|
|
Mileage Operated at December 31, 2018
|
|||||||||||||
|
Route Miles
|
|
Second
and
Other
Main
Track
|
|
Passing
Track,
Crossovers
and
Turnouts
|
|
Way and
Yard
Switching
|
|
Total
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
Owned
|
14,664
|
|
|
2,755
|
|
|
1,949
|
|
|
8,319
|
|
|
27,687
|
|
Operated under lease, contract or trackage
|
|
|
|
|
|
|
|
|
|
|
||||
rights
|
4,756
|
|
|
1,943
|
|
|
398
|
|
|
834
|
|
|
7,931
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total
|
19,420
|
|
|
4,698
|
|
|
2,347
|
|
|
9,153
|
|
|
35,618
|
|
|
Years ended December 31,
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue ton miles (billions)
|
207
|
|
|
201
|
|
|
191
|
|
|
200
|
|
|
205
|
|
|
|||||
Revenue per thousand revenue ton miles
|
$
|
55.25
|
|
|
$
|
52.38
|
|
|
$
|
51.91
|
|
|
$
|
52.63
|
|
|
$
|
56.70
|
|
|
Revenue ton miles (thousands) per railroad employee
|
7,822
|
|
|
7,474
|
|
|
6,838
|
|
|
6,645
|
|
|
7,054
|
|
|
|||||
Ratio of railway operating expenses to railway
|
|
|
|
|
|
|
|
|
|
|
||||||||||
operating revenues (Railway operating ratio)
|
65.4%
|
|
|
66.6%
|
|
2
|
69.6%
|
|
2
|
72.8%
|
|
2
|
69.4%
|
|
2
|
|||||
Railway operating ratio, excluding the effects of the
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2017 tax adjustments (non-GAAP)
|
65.4%
|
|
|
68.1%
|
|
1,2
|
69.6%
|
|
2
|
72.8%
|
|
2
|
69.4%
|
|
2
|
1
|
See reconciliation to U.S. Generally Accepted Accounting Principles (GAAP) in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
|
2
|
We adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2017-07 on January 1, 2018. The retrospective application resulted in an increase in “Railway operating expenses” and therefore an increase to the “Railway operating ratio” for all years presented prior to 2018. See additional details in Item 8 “Financial Statements and Supplementary Data” in Note 1.
|
•
|
Chemicals includes sulfur and related chemicals, petroleum products (including crude oil), chlorine and bleaching compounds, plastics, rubber, industrial chemicals, and chemical wastes.
|
•
|
Agriculture, consumer products, and government includes soybeans, wheat, corn, fertilizer, livestock and poultry feed, food oils, flour, beverages, canned goods, sweeteners, consumer products, ethanol, transportation equipment, and items for the U.S. military.
|
•
|
Metals and construction includes steel, aluminum products, machinery, scrap metals, cement, aggregates, sand, and minerals.
|
•
|
Automotive includes finished motor vehicles and automotive parts.
|
•
|
Paper, clay and forest products includes lumber and wood products, pulp board and paper products, wood fibers, wood pulp, scrap paper, and clay.
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
($ in millions)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Road and other property
|
$
|
1,276
|
|
|
$
|
1,210
|
|
|
$
|
1,292
|
|
|
$
|
1,514
|
|
|
$
|
1,406
|
|
Equipment
|
675
|
|
|
513
|
|
|
595
|
|
|
658
|
|
|
712
|
|
|||||
Delaware & Hudson acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
$
|
1,951
|
|
|
$
|
1,723
|
|
|
$
|
1,887
|
|
|
$
|
2,385
|
|
|
$
|
2,118
|
|
|
Owned
|
|
Leased
|
|
Total
|
|
Capacity of
Equipment
|
||||
Locomotives:
|
|
|
|
|
|
|
|
|
|
(Horsepower)
|
|
Multiple purpose
|
3,900
|
|
|
76
|
|
|
3,976
|
|
|
15,229,400
|
|
Auxiliary units
|
178
|
|
|
—
|
|
|
178
|
|
|
—
|
|
Switching
|
43
|
|
|
—
|
|
|
43
|
|
|
64,050
|
|
|
|
|
|
|
|
|
|
||||
Total locomotives
|
4,121
|
|
|
76
|
|
|
4,197
|
|
|
15,293,450
|
|
|
|
|
|
|
|
|
|
||||
Freight cars:
|
|
|
|
|
|
|
|
|
|
(Tons)
|
|
Gondola
|
24,768
|
|
|
4,048
|
|
|
28,816
|
|
|
3,205,609
|
|
Hopper
|
11,001
|
|
|
—
|
|
|
11,001
|
|
|
1,244,016
|
|
Covered hopper
|
8,323
|
|
|
85
|
|
|
8,408
|
|
|
932,767
|
|
Box
|
7,125
|
|
|
1,251
|
|
|
8,376
|
|
|
726,694
|
|
Flat
|
1,685
|
|
|
1,608
|
|
|
3,293
|
|
|
312,537
|
|
Other
|
1,597
|
|
|
4
|
|
|
1,601
|
|
|
73,203
|
|
|
|
|
|
|
|
|
|
||||
Total freight cars
|
54,499
|
|
|
6,996
|
|
|
61,495
|
|
|
6,494,826
|
|
|
|
|
|
|
|
|
|
||||
Other:
|
|
|
|
|
|
|
|
||||
Chassis
|
33,865
|
|
|
—
|
|
|
33,865
|
|
|
|
|
Containers
|
17,664
|
|
|
—
|
|
|
17,664
|
|
|
|
|
Work equipment
|
7,117
|
|
|
258
|
|
|
7,375
|
|
|
|
|
Vehicles
|
3,591
|
|
|
133
|
|
|
3,724
|
|
|
|
|
Miscellaneous
|
2,381
|
|
|
—
|
|
|
2,381
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total other
|
64,618
|
|
|
391
|
|
|
65,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2009-
2013
|
|
2004-
2008
|
|
2003 &
Before
|
|
Total
|
|||||||||
Locomotives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
No. of units
|
15
|
|
55
|
|
66
|
|
8
|
|
83
|
|
242
|
|
|
564
|
|
|
3,088
|
|
|
4,121
|
|
|||||
% of fleet
|
—
|
%
|
|
1
|
%
|
|
2
|
%
|
|
—
|
%
|
|
2
|
%
|
|
6
|
%
|
|
14
|
%
|
|
75
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Freight cars:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
No. of units
|
—
|
|
|
470
|
|
|
775
|
|
|
2,091
|
|
|
897
|
|
|
6,464
|
|
|
4,080
|
|
|
39,722
|
|
|
54,499
|
|
% of fleet
|
—
|
%
|
|
1
|
%
|
|
1
|
%
|
|
4
|
%
|
|
2
|
%
|
|
12
|
%
|
|
7
|
%
|
|
73
|
%
|
|
100
|
%
|
|
Locomotives
|
|
Freight Cars
|
Average age – in service
|
25.2 years
|
|
28.7 years
|
Retirements
|
37 units
|
|
2,748 units
|
Average age – retired
|
42.9 years
|
|
44.7 years
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||
Track miles of rail installed
|
416
|
|
|
466
|
|
|
518
|
|
|
523
|
|
|
507
|
|
Miles of track surfaced
|
4,594
|
|
|
5,368
|
|
|
4,984
|
|
|
5,074
|
|
|
5,248
|
|
Crossties installed (millions)
|
2.2
|
|
|
2.5
|
|
|
2.3
|
|
|
2.4
|
|
|
2.7
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Average number of employees
|
26,662
|
|
|
27,110
|
|
|
28,044
|
|
|
30,456
|
|
|
29,482
|
|
|||||
Average wage cost per employee
|
$
|
83,000
|
|
|
$
|
79,000
|
|
|
$
|
76,000
|
|
|
$
|
77,000
|
|
|
$
|
76,000
|
|
Average benefit cost per employee
|
$
|
39,000
|
|
|
$
|
42,000
|
|
|
$
|
35,000
|
|
|
$
|
32,000
|
|
|
$
|
35,000
|
|
Name, Age, Present Position
|
Business Experience During Past Five Years
|
|
|
James A. Squires, 57,
Chairman, President and Chief Executive Officer
|
Present position since October 1, 2015.
Served as CEO since June 1, 2015. Served as President since June 1, 2013.
|
|
|
Cynthia C. Earhart, 57,
Executive Vice President – Finance and Chief Financial Officer |
Present position since August 15, 2017.
Served as Executive Vice President – Administration and Chief Information Officer from October 1, 2015 to August 15, 2017. Served as Executive Vice President – Administration from June 1, 2013 to October 1, 2015. |
|
|
John M. Scheib, 47,
Executive Vice President – Law and Administration and
Chief Legal Officer
|
Present position since March 1, 2018.
Served as Senior Vice President Law and Corporate Relations from October 1, 2017, to March 1, 2018. Served as Vice President Law from December 1, 2016, to October 1, 2017. Served as General Counsel from August 16, 2010, to December 1, 2016. |
|
|
Alan H. Shaw, 51,
Executive Vice President and Chief Marketing Officer |
Present position since May 16, 2015.
Served as Vice President Intermodal Operations from November 1, 2013 to May 16, 2015. |
|
|
Michael J. Wheeler, 56,
Executive Vice President and
Chief Operating Officer
|
Present position since February 1, 2016.
Served as Senior Vice President Operations from October 1, 2015 to February 1, 2016. Served as Vice President Engineering from November 1, 2012 to October 1, 2015.
|
|
|
Jason A. Zampi, 44,
Vice President and Controller
|
Present position since December 16, 2018.
Served as Assistant Vice President Corporate Accounting from April 1, 2016 to December 16, 2018. Served as Director Accounting Research and Analysis from May 1, 2014 to April 1, 2016. Served as Director Forecast and Performance Measures from March 16, 2011 to May 1, 2014.
|
Period
|
|
Total Number
of Shares
(or Units)
Purchased
(1)
|
|
Average
Price Paid
per Share
(or Unit)
|
|
Total
Number of
Shares (or Units)
Purchased as
Part of Publicly
Announced Plans
or Programs
(2) (3)
|
|
Maximum Number
(or Approximate
Dollar Value)
of Shares (or Units)
that may yet be
Purchased under
the Plans or Programs
(3)
|
|||||
|
|
|
|
|
|
|
|
|
|||||
October 1-31, 2018
|
|
874,580
|
|
|
$
|
171.45
|
|
|
874,580
|
|
|
42,783,417
|
|
November 1-30, 2018
|
|
1,145,256
|
|
|
168.48
|
|
|
1,145,256
|
|
|
41,638,161
|
|
|
December 1-31, 2018
|
|
2,271,418
|
|
|
166.72
|
|
|
2,270,242
|
|
|
39,367,919
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total
|
|
4,291,254
|
|
|
|
|
|
4,290,078
|
|
|
|
|
(1)
|
Of this amount, 1,176 represents shares tendered by employees in connection with the exercise of stock options under the stockholder-approved Long-Term Incentive Plan.
|
(2)
|
Total number of shares purchased as part of publicly announced plans or programs includes 1.3 million shares purchased under the accelerated stock repurchase program (ASR) (see Note 15).
|
(3)
|
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 December 31, 2018,
39.4 million
shares remain authorized for repurchase.
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
($ in millions, except per share amounts)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
RESULTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
||||||||||
Railway operating revenues
|
$
|
11,458
|
|
|
$
|
10,551
|
|
|
$
|
9,888
|
|
|
$
|
10,511
|
|
|
$
|
11,624
|
|
Railway operating expenses
|
7,499
|
|
|
7,029
|
|
|
6,879
|
|
|
7,656
|
|
|
8,066
|
|
|||||
Income from railway operations
|
3,959
|
|
|
3,522
|
|
|
3,009
|
|
|
2,855
|
|
|
3,558
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income – net
|
67
|
|
|
156
|
|
|
136
|
|
|
132
|
|
|
121
|
|
|||||
Interest expense on debt
|
557
|
|
|
550
|
|
|
563
|
|
|
545
|
|
|
545
|
|
|||||
Income before income taxes
|
3,469
|
|
|
3,128
|
|
|
2,582
|
|
|
2,442
|
|
|
3,134
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income taxes
|
803
|
|
|
(2,276
|
)
|
|
914
|
|
|
886
|
|
|
1,134
|
|
|||||
Net income
|
$
|
2,666
|
|
|
$
|
5,404
|
|
|
$
|
1,668
|
|
|
$
|
1,556
|
|
|
$
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic earnings per share
|
$
|
9.58
|
|
|
$
|
18.76
|
|
|
$
|
5.66
|
|
|
$
|
5.13
|
|
|
$
|
6.44
|
|
Diluted earnings per share
|
9.51
|
|
|
18.61
|
|
|
5.62
|
|
|
5.10
|
|
|
6.39
|
|
|||||
Dividends
|
3.04
|
|
|
2.44
|
|
|
2.36
|
|
|
2.36
|
|
|
2.22
|
|
|||||
Stockholders’ equity at year end
|
57.30
|
|
|
57.57
|
|
|
42.73
|
|
|
40.93
|
|
|
40.26
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCIAL POSITION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
$
|
36,239
|
|
|
$
|
35,711
|
|
|
$
|
34,892
|
|
|
$
|
34,139
|
|
|
$
|
33,033
|
|
Total debt
|
11,145
|
|
|
9,836
|
|
|
10,212
|
|
|
10,093
|
|
|
8,985
|
|
|||||
Stockholders’ equity
|
15,362
|
|
|
16,359
|
|
|
12,409
|
|
|
12,188
|
|
|
12,408
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property additions
|
$
|
1,951
|
|
|
$
|
1,723
|
|
|
$
|
1,887
|
|
|
$
|
2,385
|
|
|
$
|
2,118
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Average number of shares outstanding (thousands)
|
277,708
|
|
|
287,861
|
|
|
293,943
|
|
|
301,873
|
|
|
309,367
|
|
|||||
Number of stockholders at year end
|
24,475
|
|
|
25,737
|
|
|
27,288
|
|
|
28,443
|
|
|
29,575
|
|
|||||
Average number of employees:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rail
|
26,512
|
|
|
26,955
|
|
|
27,856
|
|
|
30,057
|
|
|
29,063
|
|
|||||
Nonrail
|
150
|
|
|
155
|
|
|
188
|
|
|
399
|
|
|
419
|
|
|||||
Total
|
26,662
|
|
|
27,110
|
|
|
28,044
|
|
|
30,456
|
|
|
29,482
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
||||||||
|
2018
|
|
2017
|
|
2016
|
|
vs. 2017
|
|
vs. 2016
|
|
||||||||
|
($ in millions, except per share amounts)
|
|
(% change)
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income from railway operations
|
$
|
3,959
|
|
|
$
|
3,522
|
|
|
$
|
3,009
|
|
|
12
|
%
|
|
17
|
%
|
|
Net income
|
$
|
2,666
|
|
|
$
|
5,404
|
|
|
$
|
1,668
|
|
|
(51
|
%)
|
|
224
|
%
|
|
Diluted earnings per share
|
$
|
9.51
|
|
|
$
|
18.61
|
|
|
$
|
5.62
|
|
|
(49
|
%)
|
|
231
|
%
|
|
Railway operating ratio
|
65.4
|
|
|
66.6
|
|
|
69.6
|
|
|
(2
|
%)
|
|
(4
|
%)
|
|
|
Reported 2017 (GAAP)
|
|
2017 tax adjustments
|
|
Adjusted 2017
(non-GAAP)
|
|
||||||
|
($ in millions, except per share amounts)
|
|
||||||||||
|
|
|
|
|
|
|
||||||
Income from railway operations
|
$
|
3,522
|
|
|
$
|
(151
|
)
|
|
$
|
3,371
|
|
|
Net income
|
$
|
5,404
|
|
|
$
|
(3,482
|
)
|
|
$
|
1,922
|
|
|
Diluted earnings per share
|
$
|
18.61
|
|
|
$
|
(12.00
|
)
|
|
$
|
6.61
|
|
|
Railway operating ratio
|
66.6
|
|
|
1.5
|
|
|
68.1
|
|
|
|
|
|
|
|
|
|
2018 vs.
|
|
Adjusted
|
|
||||||||
|
|
|
Adjusted
|
|
|
|
Adjusted
|
|
2017
|
|
||||||||
|
|
|
2017
|
|
|
|
2017
|
|
(non-GAAP)
|
|
||||||||
|
2018
|
|
(non-GAAP)
|
|
2016
|
|
(non-GAAP)
|
|
vs. 2016
|
|
||||||||
|
($ in millions, except per share amounts)
|
|
(% change)
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income from railway operations
|
$
|
3,959
|
|
|
$
|
3,371
|
|
|
$
|
3,009
|
|
|
17
|
%
|
|
12
|
%
|
|
Net income
|
$
|
2,666
|
|
|
$
|
1,922
|
|
|
$
|
1,668
|
|
|
39
|
%
|
|
15
|
%
|
|
Diluted earnings per share
|
$
|
9.51
|
|
|
$
|
6.61
|
|
|
$
|
5.62
|
|
|
44
|
%
|
|
18
|
%
|
|
Railway operating ratio
|
65.4
|
|
|
68.1
|
|
|
69.6
|
|
|
(4
|
%)
|
|
(2
|
%)
|
|
|
Revenues
|
|
2018
|
|
2017
|
|
|||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
vs. 2017
|
|
vs. 2016
|
|
|||||||||
|
($ in millions)
|
|
(% change)
|
|
|||||||||||||||
Merchandise:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Chemicals
|
$
|
1,808
|
|
|
$
|
1,668
|
|
|
$
|
1,648
|
|
|
8
|
%
|
|
1
|
%
|
|
|
Agr./consumer/gov’t.
|
1,674
|
|
|
1,547
|
|
|
1,548
|
|
|
8
|
%
|
|
—
|
|
|||||
Metals/construction
|
1,462
|
|
|
1,426
|
|
|
1,267
|
|
|
3
|
%
|
|
13
|
%
|
|
||||
Automotive
|
991
|
|
|
955
|
|
|
975
|
|
|
4
|
%
|
|
(2
|
%)
|
|
||||
Paper/clay/forest
|
809
|
|
|
761
|
|
|
744
|
|
|
6
|
%
|
|
2
|
%
|
|
||||
Merchandise
|
6,744
|
|
|
6,357
|
|
|
6,182
|
|
|
6
|
%
|
|
3
|
%
|
|
||||
Intermodal
|
2,893
|
|
|
2,452
|
|
|
2,218
|
|
|
18
|
%
|
|
11
|
%
|
|
||||
Coal
|
1,821
|
|
|
1,742
|
|
|
1,488
|
|
|
5
|
%
|
|
17
|
%
|
|
||||
Total
|
$
|
11,458
|
|
|
$
|
10,551
|
|
|
$
|
9,888
|
|
|
9
|
%
|
|
7
|
%
|
|
|
Units
|
|
2018
|
|
2017
|
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
vs. 2017
|
|
vs. 2016
|
|
||||||
|
(in thousands)
|
|
(% change)
|
|
||||||||||||
Merchandise:
|
|
|
|
|
|
|
|
|
|
|
||||||
Chemicals
|
498.0
|
|
|
467.2
|
|
|
475.7
|
|
|
7
|
%
|
|
(2
|
%)
|
|
|
Agr./consumer/gov’t.
|
614.4
|
|
|
589.0
|
|
|
601.2
|
|
|
4
|
%
|
|
(2
|
%)
|
|
|
Metals/construction
|
715.7
|
|
|
727.5
|
|
|
685.8
|
|
|
(2
|
%)
|
|
6
|
%
|
|
|
Automotive
|
403.9
|
|
|
423.1
|
|
|
440.5
|
|
|
(5
|
%)
|
|
(4
|
%)
|
|
|
Paper/clay/forest
|
287.1
|
|
|
284.6
|
|
|
284.0
|
|
|
1
|
%
|
|
—
|
|
||
Merchandise
|
2,519.1
|
|
|
2,491.4
|
|
|
2,487.2
|
|
|
1
|
%
|
|
—
|
|
||
Intermodal
|
4,375.7
|
|
|
4,074.1
|
|
|
3,870.4
|
|
|
7
|
%
|
|
5
|
%
|
|
|
Coal
|
1,033.5
|
|
|
1,046.0
|
|
|
902.1
|
|
|
(1
|
%)
|
|
16
|
%
|
|
|
Total
|
7,928.3
|
|
|
7,611.5
|
|
|
7,259.7
|
|
|
4
|
%
|
|
5
|
%
|
|
|
Revenue per Unit
|
|
2018
|
|
2017
|
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
vs. 2017
|
|
vs. 2016
|
|
||||||||
|
($ per unit)
|
|
(% change)
|
|
||||||||||||||
Merchandise:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Chemicals
|
$
|
3,631
|
|
|
$
|
3,571
|
|
|
$
|
3,465
|
|
|
2
|
%
|
|
3
|
%
|
|
Agr./consumer/gov’t.
|
2,724
|
|
|
2,627
|
|
|
2,575
|
|
|
4
|
%
|
|
2
|
%
|
|
|||
Metals/construction
|
2,042
|
|
|
1,960
|
|
|
1,847
|
|
|
4
|
%
|
|
6
|
%
|
|
|||
Automotive
|
2,453
|
|
|
2,257
|
|
|
2,213
|
|
|
9
|
%
|
|
2
|
%
|
|
|||
Paper/clay/forest
|
2,819
|
|
|
2,673
|
|
|
2,620
|
|
|
5
|
%
|
|
2
|
%
|
|
|||
Merchandise
|
2,677
|
|
|
2,552
|
|
|
2,486
|
|
|
5
|
%
|
|
3
|
%
|
|
|||
Intermodal
|
661
|
|
|
602
|
|
|
573
|
|
|
10
|
%
|
|
5
|
%
|
|
|||
Coal
|
1,762
|
|
|
1,665
|
|
|
1,650
|
|
|
6
|
%
|
|
1
|
%
|
|
|||
Total
|
1,445
|
|
|
1,386
|
|
|
1,362
|
|
|
4
|
%
|
|
2
|
%
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
|
Increase (Decrease)
|
|
Increase
|
||||||||||||||||||||
|
($ in millions)
|
||||||||||||||||||||||
|
Merchandise
|
|
Intermodal
|
|
Coal
|
|
Merchandise
|
|
Intermodal
|
|
Coal
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Volume
|
$
|
71
|
|
|
$
|
182
|
|
|
$
|
(21
|
)
|
|
$
|
10
|
|
|
$
|
117
|
|
|
$
|
237
|
|
Fuel surcharge
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
revenue
|
119
|
|
|
159
|
|
|
20
|
|
|
35
|
|
|
78
|
|
|
10
|
|
||||||
Rate, mix and
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
other
|
197
|
|
|
100
|
|
|
80
|
|
|
130
|
|
|
39
|
|
|
7
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
$
|
387
|
|
|
$
|
441
|
|
|
$
|
79
|
|
|
$
|
175
|
|
|
$
|
234
|
|
|
$
|
254
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
|||||
|
2018
|
|
2017
|
|
2016
|
|
vs. 2017
|
|
vs. 2016
|
|
|||||
|
(units in thousands)
|
|
(% change)
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Domestic
|
2,801.1
|
|
|
2,585.0
|
|
|
2,416.2
|
|
|
8
|
%
|
|
7
|
%
|
|
International
|
1,574.6
|
|
|
1,489.1
|
|
|
1,454.2
|
|
|
6
|
%
|
|
2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total
|
4,375.7
|
|
|
4,074.1
|
|
|
3,870.4
|
|
|
7
|
%
|
|
5
|
%
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
|||||
|
2018
|
|
2017
|
|
2016
|
|
vs. 2017
|
|
vs. 2016
|
|
|||||
|
(tons in thousands)
|
|
(% change)
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Utility
|
65,688
|
|
|
67,899
|
|
|
65,033
|
|
|
(3
|
%)
|
|
4
|
%
|
|
Export
|
28,046
|
|
|
26,460
|
|
|
14,608
|
|
|
6
|
%
|
|
81
|
%
|
|
Domestic metallurgical
|
15,500
|
|
|
15,675
|
|
|
13,884
|
|
|
(1
|
%)
|
|
13
|
%
|
|
Industrial
|
5,410
|
|
|
5,545
|
|
|
6,152
|
|
|
(2
|
%)
|
|
(10
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total
|
114,644
|
|
|
115,579
|
|
|
99,677
|
|
|
(1
|
%)
|
|
16
|
%
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
||||||||
|
2018
|
|
2017
|
|
2016
|
|
vs. 2017
|
|
vs. 2016
|
|
||||||||
|
($ in millions)
|
|
(% change)
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
$
|
2,925
|
|
|
$
|
2,979
|
|
|
$
|
2,808
|
|
|
(2
|
%)
|
|
6
|
%
|
|
Purchased services and rents
|
1,730
|
|
|
1,414
|
|
|
1,548
|
|
|
22
|
%
|
|
(9
|
%)
|
|
|||
Fuel
|
1,087
|
|
|
840
|
|
|
698
|
|
|
29
|
%
|
|
20
|
%
|
|
|||
Depreciation
|
1,102
|
|
|
1,055
|
|
|
1,026
|
|
|
4
|
%
|
|
3
|
%
|
|
|||
Materials and other
|
655
|
|
|
741
|
|
|
799
|
|
|
(12
|
%)
|
|
(7
|
%)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
7,499
|
|
|
$
|
7,029
|
|
|
$
|
6,879
|
|
|
7
|
%
|
|
2
|
%
|
|
•
|
employment levels (down $61 million),
|
•
|
health and welfare benefit rates for agreement employees (down $34 million),
|
•
|
employment tax refund ($31 million benefit),
|
•
|
incentive and stock-based compensation (down $7 million),
|
•
|
pay rates (up $34 million), and
|
•
|
overtime and recrews (up $58 million).
|
•
|
incentive and stock-based compensation (up $125 million),
|
•
|
higher health and welfare benefit rates for agreement employees (up $62 million),
|
•
|
pay rates (up $43 million),
|
•
|
increased overtime (up $24 million), and
|
•
|
employment levels (down $81 million).
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
||||||||
|
2018
|
|
2017
|
|
2016
|
|
vs. 2017
|
|
vs. 2016
|
|
||||||||
|
($ in millions)
|
|
(% change)
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Purchased services
|
$
|
1,367
|
|
|
$
|
1,233
|
|
|
$
|
1,242
|
|
|
11
|
%
|
|
(1
|
%)
|
|
Equipment rents
|
363
|
|
|
181
|
|
|
306
|
|
|
101
|
%
|
|
(41
|
%)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
1,730
|
|
|
$
|
1,414
|
|
|
$
|
1,548
|
|
|
22
|
%
|
|
(9
|
%)
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
||||||||
|
2018
|
|
2017
|
|
2016
|
|
vs. 2017
|
|
vs. 2016
|
|
||||||||
|
($ in millions)
|
|
(% change)
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Materials
|
$
|
362
|
|
|
$
|
348
|
|
|
$
|
364
|
|
|
4
|
%
|
|
(4
|
%)
|
|
Casualties and other claims
|
176
|
|
|
145
|
|
|
150
|
|
|
21
|
%
|
|
(3
|
%)
|
|
|||
Other
|
117
|
|
|
248
|
|
|
285
|
|
|
(53
|
%)
|
|
(13
|
%)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
655
|
|
|
$
|
741
|
|
|
$
|
799
|
|
|
(12
|
%)
|
|
(7
|
%)
|
|
|
Total
|
|
2019
|
|
2020 -
2021
|
|
2022 -
2023
|
|
2024 and
Subsequent
|
|
Other
|
||||||||||||
|
($ in millions)
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest on fixed-rate long-term debt
|
$
|
13,742
|
|
|
$
|
545
|
|
|
$
|
1,001
|
|
|
$
|
907
|
|
|
$
|
11,289
|
|
|
$
|
—
|
|
Long-term debt principal
|
11,984
|
|
|
585
|
|
|
898
|
|
|
1,200
|
|
|
9,301
|
|
|
—
|
|
||||||
Unconditional purchase obligations
|
1,206
|
|
|
611
|
|
|
408
|
|
|
187
|
|
|
—
|
|
|
—
|
|
||||||
Operating leases
|
695
|
|
|
101
|
|
|
183
|
|
|
144
|
|
|
267
|
|
|
—
|
|
||||||
Long-term advances from Conrail
|
280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
280
|
|
|
—
|
|
||||||
Agreements with CRC
|
206
|
|
|
38
|
|
|
76
|
|
|
76
|
|
|
16
|
|
|
—
|
|
||||||
Unrecognized tax benefits*
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
$
|
28,134
|
|
|
$
|
1,880
|
|
|
$
|
2,566
|
|
|
$
|
2,514
|
|
|
$
|
21,153
|
|
|
$
|
21
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ James A. Squires
|
|
/s/ Cynthia C. Earhart
|
|
/s/ Jason A. Zampi
|
James A. Squires
|
|
Cynthia C. Earhart
|
|
Jason A. Zampi
|
Chairman, President and
|
|
Executive Vice President Finance
|
|
Vice President and
|
Chief Executive Officer
|
|
and Chief Financial Officer
|
|
Controller
|
|
Years ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
($ in millions, except per share amounts)
|
||||||||||
|
|
|
|
|
|
||||||
Railway operating revenues
|
$
|
11,458
|
|
|
$
|
10,551
|
|
|
$
|
9,888
|
|
|
|
|
|
|
|
||||||
Railway operating expenses:
|
|
|
|
|
|
|
|
|
|||
Compensation and benefits
|
2,925
|
|
|
2,979
|
|
|
2,808
|
|
|||
Purchased services and rents
|
1,730
|
|
|
1,414
|
|
|
1,548
|
|
|||
Fuel
|
1,087
|
|
|
840
|
|
|
698
|
|
|||
Depreciation
|
1,102
|
|
|
1,055
|
|
|
1,026
|
|
|||
Materials and other
|
655
|
|
|
741
|
|
|
799
|
|
|||
|
|
|
|
|
|
||||||
Total railway operating expenses
|
7,499
|
|
|
7,029
|
|
|
6,879
|
|
|||
|
|
|
|
|
|
||||||
Income from railway operations
|
3,959
|
|
|
3,522
|
|
|
3,009
|
|
|||
|
|
|
|
|
|
||||||
Other income – net
|
67
|
|
|
156
|
|
|
136
|
|
|||
Interest expense on debt
|
557
|
|
|
550
|
|
|
563
|
|
|||
|
|
|
|
|
|
||||||
Income before income taxes
|
3,469
|
|
|
3,128
|
|
|
2,582
|
|
|||
|
|
|
|
|
|
||||||
Income taxes
|
803
|
|
|
(2,276
|
)
|
|
914
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
2,666
|
|
|
$
|
5,404
|
|
|
$
|
1,668
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
9.58
|
|
|
$
|
18.76
|
|
|
$
|
5.66
|
|
Diluted
|
9.51
|
|
|
18.61
|
|
|
5.62
|
|
|
Years ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
($ in millions)
|
||||||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
2,666
|
|
|
$
|
5,404
|
|
|
$
|
1,668
|
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|
|
|
|||
Pension and other postretirement benefits
|
(148
|
)
|
|
155
|
|
|
(74
|
)
|
|||
Other comprehensive income (loss) of equity investees
|
(9
|
)
|
|
19
|
|
|
5
|
|
|||
|
|
|
|
|
|
||||||
Other comprehensive income (loss), before tax
|
(157
|
)
|
|
174
|
|
|
(69
|
)
|
|||
Income tax benefit (expense) related to items of
|
|
|
|
|
|
|
|
|
|||
other comprehensive income (loss)
|
38
|
|
|
(43
|
)
|
|
27
|
|
|||
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax
|
(119
|
)
|
|
131
|
|
|
(42
|
)
|
|||
|
|
|
|
|
|
||||||
Total comprehensive income
|
$
|
2,547
|
|
|
$
|
5,535
|
|
|
$
|
1,626
|
|
|
At December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
($ in millions)
|
||||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
358
|
|
|
$
|
690
|
|
Accounts receivable – net
|
1,009
|
|
|
955
|
|
||
Materials and supplies
|
207
|
|
|
222
|
|
||
Other current assets
|
288
|
|
|
282
|
|
||
Total current assets
|
1,862
|
|
|
2,149
|
|
||
|
|
|
|
||||
Investments
|
3,109
|
|
|
2,981
|
|
||
Properties less accumulated depreciation of $12,374 and
|
|
|
|
|
|
||
$11,909, respectively
|
31,091
|
|
|
30,330
|
|
||
Other assets
|
177
|
|
|
251
|
|
||
|
|
|
|
||||
Total assets
|
$
|
36,239
|
|
|
$
|
35,711
|
|
|
|
|
|
||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
1,505
|
|
|
$
|
1,401
|
|
Short-term debt
|
—
|
|
|
100
|
|
||
Income and other taxes
|
255
|
|
|
211
|
|
||
Other current liabilities
|
246
|
|
|
233
|
|
||
Current maturities of long-term debt
|
585
|
|
|
600
|
|
||
Total current liabilities
|
2,591
|
|
|
2,545
|
|
||
|
|
|
|
||||
Long-term debt
|
10,560
|
|
|
9,136
|
|
||
Other liabilities
|
1,266
|
|
|
1,347
|
|
||
Deferred income taxes
|
6,460
|
|
|
6,324
|
|
||
Total liabilities
|
20,877
|
|
|
19,352
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
|
||
Common Stock $1.00 per share par value, 1,350,000,000 shares
|
|
|
|
|
|
||
authorized; outstanding 268,098,472 and 284,157,187 shares,
|
|
|
|
|
|
||
respectively, net of treasury shares
|
269
|
|
|
285
|
|
||
Additional paid-in capital
|
2,216
|
|
|
2,254
|
|
||
Accumulated other comprehensive loss
|
(563
|
)
|
|
(356
|
)
|
||
Retained income
|
13,440
|
|
|
14,176
|
|
||
|
|
|
|
||||
Total stockholders’ equity
|
15,362
|
|
|
16,359
|
|
||
|
|
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
36,239
|
|
|
$
|
35,711
|
|
|
Years ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
($ in millions)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
2,666
|
|
|
$
|
5,404
|
|
|
$
|
1,668
|
|
Reconciliation of net income to net cash
|
|
|
|
|
|
|
|
|
|||
provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
1,104
|
|
|
1,059
|
|
|
1,030
|
|
|||
Deferred income taxes
|
173
|
|
|
(2,859
|
)
|
|
227
|
|
|||
Gains and losses on properties
|
(171
|
)
|
|
(92
|
)
|
|
(46
|
)
|
|||
Changes in assets and liabilities affecting operations:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(70
|
)
|
|
(41
|
)
|
|
23
|
|
|||
Materials and supplies
|
15
|
|
|
35
|
|
|
42
|
|
|||
Other current assets
|
(46
|
)
|
|
(71
|
)
|
|
82
|
|
|||
Current liabilities other than debt
|
223
|
|
|
135
|
|
|
158
|
|
|||
Other – net
|
(168
|
)
|
|
(317
|
)
|
|
(150
|
)
|
|||
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
3,726
|
|
|
3,253
|
|
|
3,034
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Property additions
|
(1,951
|
)
|
|
(1,723
|
)
|
|
(1,887
|
)
|
|||
Property sales and other transactions
|
204
|
|
|
202
|
|
|
130
|
|
|||
Investment purchases
|
(10
|
)
|
|
(7
|
)
|
|
(123
|
)
|
|||
Investment sales and other transactions
|
99
|
|
|
47
|
|
|
48
|
|
|||
|
|
|
|
|
|
||||||
Net cash used in investing activities
|
(1,658
|
)
|
|
(1,481
|
)
|
|
(1,832
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Dividends
|
(844
|
)
|
|
(703
|
)
|
|
(695
|
)
|
|||
Common Stock transactions
|
40
|
|
|
89
|
|
|
57
|
|
|||
Purchase and retirement of Common Stock
|
(2,781
|
)
|
|
(1,012
|
)
|
|
(803
|
)
|
|||
Proceeds from borrowings – net of issuance costs
|
2,023
|
|
|
290
|
|
|
694
|
|
|||
Debt repayments
|
(750
|
)
|
|
(702
|
)
|
|
(600
|
)
|
|||
|
|
|
|
|
|
||||||
Net cash used in financing activities
|
(2,312
|
)
|
|
(2,038
|
)
|
|
(1,347
|
)
|
|||
|
|
|
|
|
|
||||||
Net decrease in cash, cash equivalents, and restricted cash
|
(244
|
)
|
|
(266
|
)
|
|
(145
|
)
|
|||
|
|
|
|
|
|
||||||
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
|
|
|||
At beginning of year
|
690
|
|
|
956
|
|
|
1,101
|
|
|||
|
|
|
|
|
|
||||||
At end of year
|
$
|
446
|
|
|
$
|
690
|
|
|
$
|
956
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|||
Interest (net of amounts capitalized)
|
$
|
496
|
|
|
$
|
528
|
|
|
$
|
543
|
|
Income taxes (net of refunds)
|
519
|
|
|
705
|
|
|
593
|
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accum. Other
Comprehensive
Loss
|
|
Retained
Income
|
|
Total
|
||||||||||
|
($ in millions, except per share amounts)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2015
|
$
|
299
|
|
|
$
|
2,143
|
|
|
$
|
(445
|
)
|
|
$
|
10,191
|
|
|
$
|
12,188
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
|
|
|
|
|
|
|
|
|
1,668
|
|
|
1,668
|
|
|||||
Other comprehensive loss
|
|
|
|
|
|
|
(42
|
)
|
|
|
|
|
(42
|
)
|
|||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
1,626
|
|
|||||
Dividends on Common Stock,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
$2.36 per share
|
|
|
|
|
|
|
|
|
|
(695
|
)
|
|
(695
|
)
|
|||||
Share repurchases
|
(9
|
)
|
|
(63
|
)
|
|
|
|
|
(731
|
)
|
|
(803
|
)
|
|||||
Stock-based compensation
|
2
|
|
|
99
|
|
|
|
|
|
(6
|
)
|
|
95
|
|
|||||
Other
|
|
|
|
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2016
|
292
|
|
|
2,179
|
|
|
(487
|
)
|
|
10,425
|
|
|
12,409
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
|
|
|
|
|
|
|
|
|
5,404
|
|
|
5,404
|
|
|||||
Other comprehensive income
|
|
|
|
|
|
|
131
|
|
|
|
|
|
131
|
|
|||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
5,535
|
|
|||||
Dividends on Common Stock,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
$2.44 per share
|
|
|
|
|
|
|
|
|
|
(703
|
)
|
|
(703
|
)
|
|||||
Share repurchases
|
(8
|
)
|
|
(59
|
)
|
|
|
|
|
(945
|
)
|
|
(1,012
|
)
|
|||||
Stock-based compensation
|
1
|
|
|
134
|
|
|
|
|
|
(5
|
)
|
|
130
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2017
|
285
|
|
|
2,254
|
|
|
(356
|
)
|
|
14,176
|
|
|
16,359
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
|
|
|
|
|
|
|
|
|
2,666
|
|
|
2,666
|
|
|||||
Other comprehensive loss
|
|
|
|
|
|
|
(119
|
)
|
|
|
|
|
(119
|
)
|
|||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
2,547
|
|
|||||
Dividends on Common Stock,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
$3.04 per share
|
|
|
|
|
|
|
|
|
|
(844
|
)
|
|
(844
|
)
|
|||||
Share repurchases
|
(17
|
)
|
|
(125
|
)
|
|
|
|
|
(2,639
|
)
|
|
(2,781
|
)
|
|||||
Stock-based compensation
|
1
|
|
|
87
|
|
|
|
|
|
(7
|
)
|
|
81
|
|
|||||
Reclassification of stranded
|
|
|
|
|
|
|
|
|
|
||||||||||
tax effects
|
|
|
|
|
(88
|
)
|
|
88
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2018
|
$
|
269
|
|
|
$
|
2,216
|
|
|
$
|
(563
|
)
|
|
$
|
13,440
|
|
|
$
|
15,362
|
|
•
|
statistical analysis of historical retirement data and surviving asset records;
|
•
|
review of historical salvage received and current market rates;
|
•
|
review of our operations including expected changes in technology, customer demand, maintenance practices and asset management strategies;
|
•
|
review of accounting policies and assumptions; and
|
•
|
industry review and analysis.
|
|
|
2018
|
||
|
|
($ in millions)
|
||
Merchandise:
|
|
|
||
Chemicals
|
|
$
|
1,808
|
|
Agriculture, consumer products, and government
|
|
1,674
|
|
|
Metals and construction
|
|
1,462
|
|
|
Automotive
|
|
991
|
|
|
Paper, clay, and forest products
|
|
809
|
|
|
Merchandise
|
|
6,744
|
|
|
Intermodal
|
|
2,893
|
|
|
Coal
|
|
1,821
|
|
|
|
|
|
||
Total
|
|
$
|
11,458
|
|
|
|
December 31,
|
|
||||||
|
|
2018
|
|
2017
|
|
||||
|
|
($ in millions)
|
|
||||||
|
|
|
|
|
|
||||
Customer
|
|
$
|
740
|
|
|
$
|
703
|
|
|
Non-customer
|
|
269
|
|
|
252
|
|
|
||
|
|
|
|
|
|
||||
Accounts receivable – net
|
|
$
|
1,009
|
|
|
$
|
955
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
($ in millions)
|
||||||||||
|
|
|
|
|
|
||||||
Net pension and other postretirement benefit cost (Note 12)
|
$
|
61
|
|
|
$
|
64
|
|
|
$
|
65
|
|
Rental income
|
5
|
|
|
87
|
|
|
93
|
|
|||
External advisor costs
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||
Other
|
1
|
|
|
5
|
|
|
(2
|
)
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
67
|
|
|
$
|
156
|
|
|
$
|
136
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
($ in millions)
|
||||||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
499
|
|
|
$
|
500
|
|
|
$
|
612
|
|
State
|
131
|
|
|
83
|
|
|
75
|
|
|||
Total current taxes
|
630
|
|
|
583
|
|
|
687
|
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
156
|
|
|
(2,924
|
)
|
|
206
|
|
|||
State
|
17
|
|
|
65
|
|
|
21
|
|
|||
Total deferred taxes
|
173
|
|
|
(2,859
|
)
|
|
227
|
|
|||
|
|
|
|
|
|
||||||
Income taxes
|
$
|
803
|
|
|
$
|
(2,276
|
)
|
|
$
|
914
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
|
($ in millions)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Federal income tax at statutory rate
|
$
|
728
|
|
|
21.0
|
|
|
$
|
1,095
|
|
|
35.0
|
|
|
$
|
904
|
|
|
35.0
|
|
State income taxes, net of federal tax effect
|
120
|
|
|
3.5
|
|
|
88
|
|
|
2.8
|
|
|
70
|
|
|
2.8
|
|
|||
Equity in earnings related to tax reform
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|||
Tax reform
|
—
|
|
|
—
|
|
|
(3,331
|
)
|
|
(106.5
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits on stock-based compensation
|
(22
|
)
|
|
(0.7
|
)
|
|
(39
|
)
|
|
(1.2
|
)
|
|
(17
|
)
|
|
(0.7
|
)
|
|||
Other, net
|
(23
|
)
|
|
(0.7
|
)
|
|
(51
|
)
|
|
(1.7
|
)
|
|
(43
|
)
|
|
(1.7
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income taxes
|
$
|
803
|
|
|
23.1
|
|
|
$
|
(2,276
|
)
|
|
(72.8
|
)
|
|
$
|
914
|
|
|
35.4
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
($ in millions)
|
||||||
Deferred tax assets:
|
|
|
|
|
|||
Compensation and benefits, including postretirement benefits
|
$
|
284
|
|
|
$
|
235
|
|
Accruals, including casualty and other claims
|
69
|
|
|
64
|
|
||
Other
|
72
|
|
|
67
|
|
||
Total gross deferred tax assets
|
425
|
|
|
366
|
|
||
Less valuation allowance
|
(50
|
)
|
|
(44
|
)
|
||
Net deferred tax assets
|
375
|
|
|
322
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
||
Property
|
(6,422
|
)
|
|
(6,212
|
)
|
||
Other
|
(413
|
)
|
|
(434
|
)
|
||
Total deferred tax liabilities
|
(6,835
|
)
|
|
(6,646
|
)
|
||
|
|
|
|
||||
Deferred income taxes
|
$
|
(6,460
|
)
|
|
$
|
(6,324
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
($ in millions)
|
||||||
|
|
|
|
||||
Balance at beginning of year
|
$
|
17
|
|
|
$
|
27
|
|
|
|
|
|
||||
Additions based on tax positions related to the current year
|
5
|
|
|
4
|
|
||
Additions for tax positions of prior years
|
—
|
|
|
2
|
|
||
Reductions for tax positions of prior years
|
—
|
|
|
(2
|
)
|
||
Settlements with taxing authorities
|
—
|
|
|
(11
|
)
|
||
Lapse of statutes of limitations
|
(1
|
)
|
|
(3
|
)
|
||
|
|
|
|
||||
Balance at end of year
|
$
|
21
|
|
|
$
|
17
|
|
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.
|
|
2018
|
|
2017
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
($ in millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Long-term debt, including current maturities
|
$
|
(11,145
|
)
|
|
$
|
(12,203
|
)
|
|
$
|
(9,736
|
)
|
|
$
|
(11,771
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
($ in millions)
|
||||||
Long-term investments:
|
|
|
|
|
|
||
Equity method investments:
|
|
|
|
|
|
||
Conrail Inc.
|
$
|
1,337
|
|
|
$
|
1,293
|
|
TTX Company
|
692
|
|
|
629
|
|
||
Meridian Speedway LLC
|
271
|
|
|
272
|
|
||
Pan Am Southern LLC
|
155
|
|
|
154
|
|
||
Other
|
77
|
|
|
77
|
|
||
Total equity method investments
|
2,532
|
|
|
2,425
|
|
||
|
|
|
|
||||
Corporate-owned life insurance at net cash surrender value
|
556
|
|
|
530
|
|
||
Other investments
|
21
|
|
|
26
|
|
||
|
|
|
|
||||
Total long-term investments
|
$
|
3,109
|
|
|
$
|
2,981
|
|
|
|
|
Accumulated
|
|
Net Book
|
|
Depreciation
|
|||||||
December 31, 2018
|
Cost
|
|
Depreciation
|
|
Value
|
|
Rate
(1)
|
|||||||
|
($ in millions)
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|||||||
Land
|
$
|
2,337
|
|
|
$
|
—
|
|
|
$
|
2,337
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Roadway:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Rail and other track material
|
6,888
|
|
|
(1,951
|
)
|
|
4,937
|
|
|
2.29
|
%
|
|||
Ties
|
5,346
|
|
|
(1,448
|
)
|
|
3,898
|
|
|
3.36
|
%
|
|||
Ballast
|
2,759
|
|
|
(676
|
)
|
|
2,083
|
|
|
2.70
|
%
|
|||
Construction in process
|
442
|
|
|
—
|
|
|
442
|
|
|
—
|
|
|||
Other roadway
|
14,072
|
|
|
(3,737
|
)
|
|
10,335
|
|
|
2.64
|
%
|
|||
Total roadway
|
29,507
|
|
|
(7,812
|
)
|
|
21,695
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Equipment:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Locomotives
|
5,870
|
|
|
(2,262
|
)
|
|
3,608
|
|
|
3.77
|
%
|
|||
Freight cars
|
3,183
|
|
|
(1,288
|
)
|
|
1,895
|
|
|
2.47
|
%
|
|||
Computers and software
|
623
|
|
|
(365
|
)
|
|
258
|
|
|
10.65
|
%
|
|||
Construction in process
|
437
|
|
|
—
|
|
|
437
|
|
|
—
|
|
|||
Other equipment
|
1,071
|
|
|
(380
|
)
|
|
691
|
|
|
4.94
|
%
|
|||
Total equipment
|
11,184
|
|
|
(4,295
|
)
|
|
6,889
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Other property
|
437
|
|
|
(267
|
)
|
|
170
|
|
|
0.78
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Total properties
|
$
|
43,465
|
|
|
$
|
(12,374
|
)
|
|
$
|
31,091
|
|
|
|
|
|
|
|
Accumulated
|
|
Net Book
|
|
Depreciation
|
|||||||
December 31, 2017
|
Cost
|
|
Depreciation
|
|
Value
|
|
Rate
(1)
|
|||||||
|
($ in millions)
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|||||||
Land
|
$
|
2,342
|
|
|
$
|
—
|
|
|
$
|
2,342
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Roadway:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Rail and other track material
|
6,730
|
|
|
(1,961
|
)
|
|
4,769
|
|
|
2.28
|
%
|
|||
Ties
|
5,181
|
|
|
(1,374
|
)
|
|
3,807
|
|
|
3.37
|
%
|
|||
Ballast
|
2,654
|
|
|
(624
|
)
|
|
2,030
|
|
|
2.71
|
%
|
|||
Construction in process
|
447
|
|
|
—
|
|
|
447
|
|
|
—
|
|
|||
Other roadway
|
13,636
|
|
|
(3,523
|
)
|
|
10,113
|
|
|
2.59
|
%
|
|||
Total roadway
|
28,648
|
|
|
(7,482
|
)
|
|
21,166
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Equipment:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Locomotives
|
5,658
|
|
|
(2,158
|
)
|
|
3,500
|
|
|
3.77
|
%
|
|||
Freight cars
|
3,256
|
|
|
(1,286
|
)
|
|
1,970
|
|
|
2.48
|
%
|
|||
Computers and software
|
610
|
|
|
(334
|
)
|
|
276
|
|
|
10.61
|
%
|
|||
Construction in process
|
247
|
|
|
—
|
|
|
247
|
|
|
—
|
|
|||
Other equipment
|
1,004
|
|
|
(366
|
)
|
|
638
|
|
|
5.06
|
%
|
|||
Total equipment
|
10,775
|
|
|
(4,144
|
)
|
|
6,631
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Other property
|
474
|
|
|
(283
|
)
|
|
191
|
|
|
0.77
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Total properties
|
$
|
42,239
|
|
|
$
|
(11,909
|
)
|
|
$
|
30,330
|
|
|
|
|
(1)
|
Composite annual depreciation rate for the underlying assets, excluding the effects of the amortization of any deficiency (or excess) that resulted from our depreciation studies.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
($ in millions)
|
||||||
Accounts payable:
|
|
|
|
||||
Accounts and wages payable
|
$
|
828
|
|
|
$
|
822
|
|
Casualty and other claims (Note 17)
|
213
|
|
|
187
|
|
||
Due to Conrail (Note 6)
|
202
|
|
|
146
|
|
||
Vacation liability
|
140
|
|
|
133
|
|
||
Other
|
122
|
|
|
113
|
|
||
|
|
|
|
||||
Total
|
$
|
1,505
|
|
|
$
|
1,401
|
|
|
|
|
|
||||
Other current liabilities:
|
|
|
|
|
|
||
Interest payable
|
$
|
139
|
|
|
$
|
115
|
|
Pension benefit obligations (Note 12)
|
18
|
|
|
17
|
|
||
Other
|
89
|
|
|
101
|
|
||
|
|
|
|
||||
Total
|
$
|
246
|
|
|
$
|
233
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
($ in millions)
|
||||||
Notes and debentures:
|
|
|
|
||||
4.68% maturing to 2023
|
$
|
2,682
|
|
|
$
|
3,282
|
|
4.57% maturing 2024 to 2031
|
3,065
|
|
|
2,365
|
|
||
4.49% maturing 2037 to 2052
|
5,104
|
|
|
4,404
|
|
||
5.90% maturing 2097 to 2118
|
1,131
|
|
|
531
|
|
||
Securitization borrowings and capital leases
|
2
|
|
|
102
|
|
||
Discounts, premiums, and debt issuance costs
|
(839
|
)
|
|
(848
|
)
|
||
Total debt
|
11,145
|
|
|
9,836
|
|
||
|
|
|
|
||||
Less current maturities and short-term debt
|
(585
|
)
|
|
(700
|
)
|
||
|
|
|
|
||||
Long-term debt excluding current maturities and short-term debt
|
$
|
10,560
|
|
|
$
|
9,136
|
|
Long-term debt maturities subsequent to 2019 are as follows:
|
|
|
|
||
2020
|
|
|
$
|
314
|
|
2021
|
|
|
584
|
|
|
2022
|
|
|
600
|
|
|
2023
|
|
|
600
|
|
|
2024 and subsequent years
|
|
|
8,462
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
10,560
|
|
|
Operating
Leases
|
||
|
($ in millions)
|
||
|
|
||
2019
|
$
|
101
|
|
2020
|
95
|
|
|
2021
|
88
|
|
|
2022
|
75
|
|
|
2023
|
69
|
|
|
2024 and subsequent years
|
267
|
|
|
|
|
||
Total
|
$
|
695
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
($ in millions)
|
||||||||||
|
|
|
|
|
|
||||||
Minimum rents
|
$
|
102
|
|
|
$
|
96
|
|
|
$
|
97
|
|
Contingent rents
|
102
|
|
|
54
|
|
|
51
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
204
|
|
|
$
|
150
|
|
|
$
|
148
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
($ in millions)
|
||||||
|
|
|
|
||||
Net other postretirement benefit obligations (Note 12)
|
$
|
308
|
|
|
$
|
309
|
|
Long-term advances from Conrail (Note 6)
|
280
|
|
|
280
|
|
||
Net pension benefit obligations (Note 12)
|
278
|
|
|
296
|
|
||
Casualty and other claims (Note 17)
|
158
|
|
|
179
|
|
||
Deferred compensation
|
106
|
|
|
113
|
|
||
Other
|
136
|
|
|
170
|
|
||
|
|
|
|
||||
Total
|
$
|
1,266
|
|
|
$
|
1,347
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
($ in millions)
|
||||||||||||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
2,541
|
|
|
$
|
2,420
|
|
|
$
|
510
|
|
|
$
|
528
|
|
Service cost
|
39
|
|
|
38
|
|
|
7
|
|
|
7
|
|
||||
Interest cost
|
83
|
|
|
80
|
|
|
15
|
|
|
15
|
|
||||
Actuarial losses (gains)
|
(149
|
)
|
|
143
|
|
|
(24
|
)
|
|
6
|
|
||||
Benefits paid
|
(143
|
)
|
|
(140
|
)
|
|
(42
|
)
|
|
(46
|
)
|
||||
Benefit obligation at end of year
|
2,371
|
|
|
2,541
|
|
|
466
|
|
|
510
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
2,373
|
|
|
2,073
|
|
|
201
|
|
|
182
|
|
||||
Actual return on plan assets
|
(143
|
)
|
|
423
|
|
|
(19
|
)
|
|
40
|
|
||||
Employer contribution
|
18
|
|
|
17
|
|
|
18
|
|
|
25
|
|
||||
Benefits paid
|
(143
|
)
|
|
(140
|
)
|
|
(42
|
)
|
|
(46
|
)
|
||||
Fair value of plan assets at end of year
|
2,105
|
|
|
2,373
|
|
|
158
|
|
|
201
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Funded status at end of year
|
$
|
(266
|
)
|
|
$
|
(168
|
)
|
|
$
|
(308
|
)
|
|
$
|
(309
|
)
|
|
|
|
|
|
|
|
|
||||||||
Amounts recognized in the Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noncurrent assets
|
$
|
30
|
|
|
$
|
145
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(18
|
)
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
||||
Noncurrent liabilities
|
(278
|
)
|
|
(296
|
)
|
|
(308
|
)
|
|
(309
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net amount recognized
|
$
|
(266
|
)
|
|
$
|
(168
|
)
|
|
$
|
(308
|
)
|
|
$
|
(309
|
)
|
|
|
|
|
|
|
|
|
||||||||
Amounts included in accumulated other comprehensive
|
|
|
|
|
|
|
|
|
|
|
|
||||
loss (before tax):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss
|
$
|
895
|
|
|
$
|
781
|
|
|
$
|
21
|
|
|
$
|
11
|
|
Prior service cost (benefit)
|
2
|
|
|
2
|
|
|
(259
|
)
|
|
(283
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
($ in millions)
|
||||||||||
|
|
|
|
|
|
||||||
Pension benefits:
|
|
|
|
|
|
||||||
Service cost
|
$
|
39
|
|
|
$
|
38
|
|
|
$
|
36
|
|
Interest cost
|
83
|
|
|
80
|
|
|
82
|
|
|||
Expected return on plan assets
|
(177
|
)
|
|
(172
|
)
|
|
(173
|
)
|
|||
Amortization of net losses
|
57
|
|
|
51
|
|
|
51
|
|
|||
Amortization of prior service cost
|
—
|
|
|
1
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Net cost (benefit)
|
$
|
2
|
|
|
$
|
(2
|
)
|
|
$
|
(4
|
)
|
|
|
|
|
|
|
||||||
Other postretirement benefits:
|
|
|
|
|
|
|
|
|
|||
Service cost
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
7
|
|
Interest cost
|
15
|
|
|
15
|
|
|
16
|
|
|||
Expected return on plan assets
|
(15
|
)
|
|
(15
|
)
|
|
(17
|
)
|
|||
Amortization of prior service benefit
|
(24
|
)
|
|
(24
|
)
|
|
(24
|
)
|
|||
|
|
|
|
|
|
||||||
Net benefit
|
$
|
(17
|
)
|
|
$
|
(17
|
)
|
|
$
|
(18
|
)
|
|
2018
|
||||||
|
Pension
Benefits |
|
Other
Postretirement Benefits |
||||
|
($ in millions)
|
||||||
|
|
|
|
||||
Net loss arising during the year
|
$
|
171
|
|
|
$
|
10
|
|
Amortization of net losses
|
(57
|
)
|
|
—
|
|
||
Amortization of prior service benefit
|
—
|
|
|
24
|
|
||
|
|
|
|
||||
Total recognized in other comprehensive income
|
$
|
114
|
|
|
$
|
34
|
|
Total recognized in net periodic cost
|
|
|
|
|
|
||
and other comprehensive income
|
$
|
116
|
|
|
$
|
17
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Pension funded status:
|
|
|
|
|
|
|||
Discount rate
|
4.33
|
%
|
|
3.74
|
%
|
|
4.05
|
%
|
Future salary increases
|
4.21
|
%
|
|
4.21
|
%
|
|
4.21
|
%
|
Other postretirement benefits funded status:
|
|
|
|
|
|
|
|
|
Discount rate
|
4.18
|
%
|
|
3.57
|
%
|
|
3.83
|
%
|
Pension cost:
|
|
|
|
|
|
|
|
|
Discount rate - service cost
|
4.01
|
%
|
|
4.31
|
%
|
|
4.64
|
%
|
Discount rate - interest cost
|
3.33
|
%
|
|
3.43
|
%
|
|
3.51
|
%
|
Return on assets in plans
|
8.25
|
%
|
|
8.25
|
%
|
|
8.25
|
%
|
Future salary increases
|
4.21
|
%
|
|
4.21
|
%
|
|
4.50
|
%
|
Other postretirement benefits cost:
|
|
|
|
|
|
|
|
|
Discount rate
- service cost
|
3.83
|
%
|
|
4.17
|
%
|
|
4.36
|
%
|
Discount rate - interest cost
|
3.13
|
%
|
|
3.14
|
%
|
|
3.15
|
%
|
Return on assets in plans
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
Health care trend rate
|
6.30
|
%
|
|
6.56
|
%
|
|
6.30
|
%
|
|
One-percentage point
|
||||||
|
Increase
|
|
Decrease
|
||||
|
($ in millions)
|
||||||
Increase (decrease) in:
|
|
|
|
||||
Total service and interest cost components
|
$
|
1
|
|
|
$
|
(1
|
)
|
Postretirement benefit obligation
|
9
|
|
|
(8
|
)
|
|
Percentage of plan
assets at December 31,
|
||||
|
2018
|
|
2017
|
||
|
|
|
|
||
Domestic equity securities
|
49
|
%
|
|
49
|
%
|
International equity securities
|
23
|
%
|
|
25
|
%
|
Debt securities
|
25
|
%
|
|
24
|
%
|
Cash and cash equivalents
|
3
|
%
|
|
2
|
%
|
|
|
|
|
||
Total
|
100
|
%
|
|
100
|
%
|
|
December 31, 2018
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
|
($ in millions)
|
||||||||||
|
|
|
|
|
|
||||||
Common stock
|
$
|
1,106
|
|
|
$
|
—
|
|
|
$
|
1,106
|
|
Common collective trusts:
|
|
|
|
|
|
|
|
|
|||
International equity securities
|
—
|
|
|
314
|
|
|
314
|
|
|||
Debt securities
|
—
|
|
|
287
|
|
|
287
|
|
|||
Fixed income securities:
|
|
|
|
|
|
||||||
Corporate bonds
|
—
|
|
|
83
|
|
|
83
|
|
|||
Government and agencies securities
|
—
|
|
|
89
|
|
|
89
|
|
|||
Mortgage and other asset-backed securities
|
—
|
|
|
62
|
|
|
62
|
|
|||
Commingled funds
|
—
|
|
|
92
|
|
|
92
|
|
|||
Cash and cash equivalents
|
72
|
|
|
—
|
|
|
72
|
|
|||
|
|
|
|
|
|
||||||
Total investments
|
$
|
1,178
|
|
|
$
|
927
|
|
|
$
|
2,105
|
|
|
December 31, 2017
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
|
($ in millions)
|
||||||||||
|
|
|
|
|
|
||||||
Common stock
|
$
|
1,154
|
|
|
$
|
—
|
|
|
$
|
1,154
|
|
Common collective trusts:
|
|
|
|
|
|
|
|
|
|||
International equity securities
|
—
|
|
|
397
|
|
|
397
|
|
|||
Debt securities
|
—
|
|
|
562
|
|
|
562
|
|
|||
Fixed income securities:
|
|
|
|
|
|
||||||
Government and agencies securities
|
—
|
|
|
4
|
|
|
4
|
|
|||
Commingled funds
|
—
|
|
|
233
|
|
|
233
|
|
|||
Cash and cash equivalents
|
23
|
|
|
—
|
|
|
23
|
|
|||
|
|
|
|
|
|
||||||
Total investments
|
$
|
1,177
|
|
|
$
|
1,196
|
|
|
$
|
2,373
|
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
|
($ in millions)
|
||||||
|
|
|
|
||||
2019
|
$
|
142
|
|
|
$
|
41
|
|
2020
|
143
|
|
|
40
|
|
||
2021
|
144
|
|
|
38
|
|
||
2022
|
145
|
|
|
37
|
|
||
2023
|
146
|
|
|
36
|
|
||
Years 2024 – 2028
|
733
|
|
|
165
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||
|
Granted
|
|
Weighted Average Grant-Date Fair Value
|
|
Granted
|
|
Weighted Average Grant-Date Fair Value
|
|
Granted
|
|
Weighted Average Grant-Date Fair Value
|
|||||||
Stock options:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
LTIP
|
40,960
|
|
$
|
41.70
|
|
|
341,120
|
|
$
|
37.73
|
|
|
694,290
|
|
$
|
19.92
|
|
|
TSOP
|
—
|
|
|
—
|
|
|
144,440
|
|
31.33
|
|
|
302,320
|
|
14.75
|
|
|||
Total
|
40,960
|
|
|
|
485,560
|
|
|
|
996,610
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
RSUs
|
217,290
|
|
148.37
|
|
|
83,330
|
|
120.16
|
|
|
136,250
|
|
70.44
|
|
||||
PSUs
|
92,314
|
|
91.60
|
|
|
300,334
|
|
88.56
|
|
|
1,042,628
|
|
52.75
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
($ in millions)
|
||||||||||
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
$
|
47
|
|
|
$
|
45
|
|
|
$
|
42
|
|
Total tax benefit
|
33
|
|
|
54
|
|
|
31
|
|
|
2018
|
|
2017
|
|
2016
|
|||
|
|
|
|
|
|
|||
Average expected volatility
|
24
|
%
|
|
26
|
%
|
|
27
|
%
|
Average risk-free interest rate
|
2.55
|
%
|
|
2.51
|
%
|
|
2.00
|
%
|
Average expected option term LTIP
|
7.2 years
|
|
|
8.6 years
|
|
|
8.9 years
|
|
Average expected option term TSOP
|
—
|
|
|
8.3 years
|
|
|
8.6 years
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
($ in millions)
|
||||||||||
|
|
|
|
|
|
||||||
Options exercised
|
840,175
|
|
|
1,789,939
|
|
|
1,466,721
|
|
|||
Total intrinsic value
|
$
|
72
|
|
|
$
|
114
|
|
|
$
|
60
|
|
Cash received upon exercise
|
58
|
|
|
104
|
|
|
74
|
|
|||
Related tax benefits realized
|
16
|
|
|
35
|
|
|
13
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
($ in millions)
|
||||||||||
|
|
|
|
|
|
||||||
RSUs vested
|
160,200
|
|
|
137,200
|
|
|
175,500
|
|
|||
Common Stock issued net of tax withholding
|
99,968
|
|
|
81,318
|
|
|
103,936
|
|
|||
Related tax benefit realized
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
RSUs
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|||
|
|
|
|
|||
Nonvested at December 31, 2017
|
588,405
|
|
|
$
|
87.40
|
|
Granted
|
217,290
|
|
|
148.37
|
|
|
Vested
|
(160,200
|
)
|
|
69.83
|
|
|
Forfeited
|
(8,460
|
)
|
|
143.24
|
|
|
|
|
|
|
|||
Nonvested at December 31, 2018
|
637,035
|
|
|
111.87
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
($ in millions)
|
||||||||||
|
|
|
|
|
|
||||||
PSUs earned
|
154,189
|
|
|
171,080
|
|
|
406,038
|
|
|||
Common Stock issued net of tax withholding
|
94,399
|
|
|
99,805
|
|
|
241,757
|
|
|||
Related tax benefit realized
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
PSUs
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|||
|
|
|
|
|||
Balance at December 31, 2017
|
1,748,752
|
|
|
$
|
63.36
|
|
Granted
|
92,314
|
|
|
91.60
|
|
|
Earned
|
(154,189
|
)
|
|
46.08
|
|
|
Unearned
|
(256,981
|
)
|
|
87.01
|
|
|
Forfeited
|
(3,070
|
)
|
|
77.26
|
|
|
|
|
|
|
|||
Balance at December 31, 2018
|
1,426,826
|
|
|
62.77
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Available for future grants:
|
|
|
|
|
|
|||
LTIP
|
8,644,108
|
|
|
8,774,768
|
|
|
9,385,674
|
|
TSOP
|
422,973
|
|
|
410,895
|
|
|
544,217
|
|
Issued:
|
|
|
|
|
|
|
|
|
LTIP
|
820,746
|
|
|
1,679,547
|
|
|
1,511,645
|
|
TSOP
|
213,796
|
|
|
291,515
|
|
|
300,769
|
|
|
Balance
at Beginning
of Year
|
|
Net Income
(Loss)
|
|
Reclassification
of Stranded Tax Effects
|
|
Reclassification
Adjustments
|
|
Balance
at End
of Year
|
||||||||||
|
($ in millions)
|
||||||||||||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Pensions and other postretirement
|
|
|
|
|
|
|
|
|
|
||||||||||
liabilities
|
$
|
(300
|
)
|
|
$
|
(136
|
)
|
|
$
|
(86
|
)
|
|
$
|
25
|
|
|
$
|
(497
|
)
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
of equity investees
|
(56
|
)
|
|
(8
|
)
|
|
(2
|
)
|
|
—
|
|
|
(66
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated other comprehensive
|
|
|
|
|
|
|
|
|
|
||||||||||
loss
|
$
|
(356
|
)
|
|
$
|
(144
|
)
|
|
$
|
(88
|
)
|
|
$
|
25
|
|
|
$
|
(563
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pensions and other postretirement
|
|
|
|
|
|
|
|
|
|
||||||||||
liabilities
|
$
|
(414
|
)
|
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
(300
|
)
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
||||||||||
of equity investees
|
(73
|
)
|
|
17
|
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated other comprehensive
|
|
|
|
|
|
|
|
|
|
||||||||||
loss
|
$
|
(487
|
)
|
|
$
|
112
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
(356
|
)
|
|
Pretax
Amount
|
|
Tax
(Expense)
Benefit
|
|
Net-of-Tax
Amount
|
||||||
|
($ in millions)
|
||||||||||
Year ended December 31, 2018
|
|
|
|
|
|
||||||
Net gain (loss) arising during the year:
|
|
|
|
|
|
||||||
Pensions and other postretirement benefits
|
$
|
(181
|
)
|
|
$
|
45
|
|
|
$
|
(136
|
)
|
Reclassification adjustments for costs
|
|
|
|
|
|
|
|
|
|||
included in net income
|
33
|
|
|
(8
|
)
|
|
25
|
|
|||
|
|
|
|
|
|
||||||
Subtotal
|
(148
|
)
|
|
37
|
|
|
(111
|
)
|
|||
|
|
|
|
|
|
||||||
Other comprehensive loss of equity investees
|
(9
|
)
|
|
1
|
|
|
(8
|
)
|
|||
|
|
|
|
|
|
||||||
Other comprehensive loss
|
$
|
(157
|
)
|
|
$
|
38
|
|
|
$
|
(119
|
)
|
|
|
|
|
|
|
||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|||
Net gain arising during the year:
|
|
|
|
|
|
|
|
|
|||
Pensions and other postretirement benefits
|
$
|
127
|
|
|
$
|
(32
|
)
|
|
$
|
95
|
|
Reclassification adjustments for costs
|
|
|
|
|
|
|
|
|
|||
included in net income
|
28
|
|
|
(9
|
)
|
|
19
|
|
|||
|
|
|
|
|
|
||||||
Subtotal
|
155
|
|
|
(41
|
)
|
|
114
|
|
|||
|
|
|
|
|
|
||||||
Other comprehensive income of equity investees
|
19
|
|
|
(2
|
)
|
|
17
|
|
|||
|
|
|
|
|
|
||||||
Other comprehensive income
|
$
|
174
|
|
|
$
|
(43
|
)
|
|
$
|
131
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|||
Net gain (loss) arising during the year:
|
|
|
|
|
|
|
|
|
|||
Pensions and other postretirement benefits
|
$
|
(101
|
)
|
|
$
|
37
|
|
|
$
|
(64
|
)
|
Reclassification adjustments for costs
|
|
|
|
|
|
|
|
|
|||
included in net income
|
27
|
|
|
(10
|
)
|
|
17
|
|
|||
|
|
|
|
|
|
||||||
Subtotal
|
(74
|
)
|
|
27
|
|
|
(47
|
)
|
|||
|
|
|
|
|
|
||||||
Other comprehensive income of equity investees
|
5
|
|
|
—
|
|
|
5
|
|
|||
|
|
|
|
|
|
||||||
Other comprehensive loss
|
$
|
(69
|
)
|
|
$
|
27
|
|
|
$
|
(42
|
)
|
|
Basic
|
|
Diluted
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
($ in millions except per share amounts, shares in millions)
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
2,666
|
|
|
$
|
5,404
|
|
|
$
|
1,668
|
|
|
$
|
2,666
|
|
|
$
|
5,404
|
|
|
$
|
1,668
|
|
Dividend equivalent payments
|
(6
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(4
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income available to common stockholders
|
$
|
2,660
|
|
|
$
|
5,400
|
|
|
$
|
1,663
|
|
|
$
|
2,665
|
|
|
$
|
5,402
|
|
|
$
|
1,664
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average shares outstanding
|
277.7
|
|
|
287.9
|
|
|
293.9
|
|
|
277.7
|
|
|
287.9
|
|
|
293.9
|
|
||||||
Dilutive effect of outstanding options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
and share-settled awards
|
|
|
|
|
|
|
|
|
|
2.5
|
|
|
2.4
|
|
|
2.1
|
|
||||||
Adjusted weighted-average shares outstanding
|
|
|
|
|
|
|
|
|
|
280.2
|
|
|
290.3
|
|
|
296.0
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings per share
|
$
|
9.58
|
|
|
$
|
18.76
|
|
|
$
|
5.66
|
|
|
$
|
9.51
|
|
|
$
|
18.61
|
|
|
$
|
5.62
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
($ in millions, except per share amounts)
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Railway operating revenues
|
$
|
2,717
|
|
|
$
|
2,898
|
|
|
$
|
2,947
|
|
|
$
|
2,896
|
|
Income from railway operations
|
835
|
|
|
1,026
|
|
|
1,020
|
|
|
1,078
|
|
||||
Net income
|
552
|
|
|
710
|
|
|
702
|
|
|
702
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
1.94
|
|
|
2.52
|
|
|
2.54
|
|
|
2.59
|
|
||||
Diluted
|
1.93
|
|
|
2.50
|
|
|
2.52
|
|
|
2.57
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2017
|
|
|
|
|
|
|
|
|
|||||||
Railway operating revenues
|
$
|
2,575
|
|
|
$
|
2,637
|
|
|
$
|
2,670
|
|
|
$
|
2,669
|
|
Income from railway operations
|
757
|
|
|
872
|
|
|
895
|
|
|
998
|
|
||||
Net income
|
433
|
|
|
497
|
|
|
506
|
|
|
3,968
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
1.49
|
|
|
1.72
|
|
|
1.76
|
|
|
13.91
|
|
||||
Diluted
|
1.48
|
|
|
1.71
|
|
|
1.75
|
|
|
13.79
|
|
•
|
under the caption “Corporate Governance and the Board”, including “Compensation of Directors” and “Non-Employee Director Compensation;”
|
•
|
appearing under the caption “Executive Compensation” for executives, including the “Compensation Discussion and Analysis,” the information appearing in the “Summary Compensation Table” and the “
2018
Grants of Plan-Based Awards” table, including the narrative to such tables, the “Outstanding Equity Awards at Fiscal Year-End
2018
” and “Option Exercises and Stock Vested in
2018
” tables, and the tabular and narrative information appearing under the subcaptions “Retirement Benefits,” “Deferred Compensation,” and “Potential Payments Upon a Change in Control or Other Termination of Employment;” and
|
•
|
appearing under the captions “Compensation Committee Interlocks and Insider Participation,” “Compensation Policy Risk Assessment,” and “Compensation Committee Report,”
|
Plan
Category
|
|
Number of
securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
|
Weighted-
average
exercise price
of outstanding
options, warrants
and rights
|
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(1)
|
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans
|
|
|
|
|
|
|
|
|
|
|
|
approved by securities holders
(2)
|
|
5,048,649
|
|
(4)
|
$
|
85.10
|
|
(5)
|
8,644,108
|
|
|
|
|
|
|
|
|
|
|
||||
Equity compensation plans
|
|
|
|
|
|
|
|
|
|
|
|
not approved by securities holders
|
|
733,502
|
|
(3)
|
84.23
|
|
|
422,973
|
|
(6)
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
5,782,151
|
|
|
|
|
|
9,067,081
|
|
|
(1)
|
Excludes securities reflected in column (a).
|
(2)
|
LTIP.
|
(3)
|
TSOP and the Directors’ Restricted Stock Plan.
|
(4)
|
Includes options, RSUs and PSUs granted under LTIP that will be settled in shares of stock.
|
(5)
|
Calculated without regard to 2,362,507 outstanding RSUs and PSUs at December 31,
2018
.
|
(6)
|
Reflects shares remaining available for grant under TSOP.
|
|
|
|
Page
|
(A)
|
The following documents are filed as part of this report:
|
|
|
|
|
|
|
|
1.
|
|
|
|
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
2.
|
Financial Statement Schedule:
|
|
|
|
|
|
|
|
The following consolidated financial statement schedule should be read in connection with the consolidated financial statements:
|
|
|
|
|
|
|
|
Index to Consolidated Financial Statement Schedule
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
Schedules other than the one listed above are omitted either because they are not required or are inapplicable, or because the information is included in the consolidated financial statements or related notes.
|
|
|
|
|
|
|
3.
|
Exhibits
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
2.1
|
|
|
|
|
|
|
|
3
|
|
Articles of Incorporation and Bylaws
–
|
|
|
|
|
|
(i)(a)
|
|
|
|
(i)(b)
|
|
|
|
|
|
|
|
(ii)
|
|
|
|
|
|
|
|
(iii)
|
|
|
4
|
|
Instruments Defining the Rights of Security Holders, Including Indentures:
|
|
|
|
(a)
|
|
Indenture, dated as of January 15, 1991, from Norfolk Southern Corporation to First Trust of New York, National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Registration Statement on Form S-3 (SEC File No. 33-38595).
|
|
|
|
(b)
|
|
|
|
|
|
(c)
|
|
|
|
|
|
(d)
|
|
|
|
|
|
(e)
|
|
|
|
|
|
(f)
|
|
|
|
|
|
(g)
|
|
|
|
|
|
(h)
|
|
|
|
|
(i)
|
|
|
|
|
|
(j)
|
|
|
|
|
|
(k)
|
|
|
|
|
|
(l)
|
|
|
|
|
|
(m)
|
|
|
|
|
|
(n)
|
|
|
|
|
|
(o)
|
|
|
|
|
|
(p)
|
|
|
|
|
|
(q)
|
|
|
|
|
|
(r)
|
|
|
|
|
|
(s)
|
|
|
|
|
|
(t)
|
|
|
|
|
|
(u)
|
|
|
|
|
|
(v)
|
|
|
|
|
|
(w)
|
|
|
|
|
|
(x)
|
|
|
|
|
|
(y)
|
|
|
|
|
|
(z)
|
|
|
|
|
|
(aa)
|
|
|
|
|
|
(bb)
|
|
|
|
|
|
(cc)
|
|
|
|
|
|
(dd)
|
|
|
|
|
|
(ee)
|
|
|
|
|
|
|
|
In accordance with Item 601(b)(4)(iii) of Regulation S-K, copies of other instruments of Norfolk Southern Corporation and its subsidiaries with respect to the rights of holders of long-term debt are not filed herewith, or incorporated by reference, but will be furnished to the Commission upon request.
|
|
|
|
10
|
|
Material Contracts -
|
|
|
|
(a)
|
|
|
|
|
|
(b)
|
|
|
|
|
|
(c)
|
|
|
|
|
|
(d)
|
|
|
|
|
|
(e)
|
|
|
|
|
|
(f)
|
|
|
|
|
|
(g)
|
|
|
|
|
|
(h)
|
|
|
|
|
|
(i)
|
|
|
|
|
|
(j)
|
|
|
|
|
|
(k)
|
|
|
|
|
|
(l)
|
|
|
|
|
|
(m)
|
|
|
|
|
|
(n)
|
|
|
|
|
|
(o)
|
|
|
|
|
|
(p)
|
|
|
|
|
|
(q)
|
|
|
|
|
|
(r)*
|
|
|
|
|
|
(s)*
|
|
|
|
|
|
(t)*
|
|
|
|
|
|
(u)*
|
|
|
|
|
|
(v)*
|
|
|
|
|
|
(w)*
|
|
|
|
|
|
(x)
|
|
|
|
|
|
(y)*, **
|
|
|
|
|
|
(z)*
|
|
|
|
|
|
(aa)*,**
|
|
|
|
|
|
(bb)
|
|
|
|
|
|
(cc)
|
|
|
|
|
|
(dd)
|
|
|
|
|
|
(ee)
|
|
|
|
|
|
(ff)
|
|
|
|
|
|
(gg)
|
|
|
|
|
|
(hh)
|
|
|
|
|
|
(ii)
|
|
|
|
|
|
(jj)
|
|
|
|
|
|
(kk)
|
|
|
|
|
|
(ll)
|
|
|
|
|
|
(mm)
|
|
|
|
|
|
(nn)
|
|
|
|
|
|
(oo)
|
|
|
|
|
|
(pp)
|
|
|
|
|
|
(qq)
|
|
|
|
|
|
(rr)
|
|
|
|
|
|
(ss)
|
|
|
|
|
|
(tt)
|
|
|
|
|
|
(uu)
|
|
|
|
|
|
(vv)*
|
|
|
|
|
|
(ww)*,**
|
|
|
|
|
|
(xx)*
|
|
|
|
|
|
(yy)*
|
|
|
|
|
|
(zz)*
|
|
|
|
|
|
(aaa)
|
|
|
|
|
|
(bbb)*
|
|
|
|
|
|
(ccc)*
|
|
|
|
|
|
(ddd)*
|
|
|
|
|
|
(eee)*
|
|
|
|
|
|
(fff)*
|
|
|
|
|
|
(ggg)
|
|
Performance Criteria for bonuses payable in 2020 for the 2019 incentive year. On November 26, 2018, the Compensation Committee of the Norfolk Southern Corporation Board of Directors adopted the following performance criteria for determining bonuses payable in 2020 for the 2019 incentive year under the Norfolk Southern Corporation Executive Management Incentive Plan: 60% based on operating income, and 40% based on operating ratio.
|
|
|
|
(hhh)
|
|
|
|
|
|
(iii)*
|
|
|
|
|
|
(jjj)*
|
|
|
|
|
|
(kkk)
|
|
|
|
|
|
21**
|
|
|
|
|
|
23**
|
|
|
|
|
|
31-A**
|
|
|
|
|
|
31-B**
|
|
|
|
|
|
32**
|
|
|
|
|
|
99**
|
|
|
|
|
|
101**
|
|
The following financial information from Norfolk Southern Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in Extensible Business Reporting Language (XBRL) includes: (i) the Consolidated Statements of Income of each of the years ended December 31, 2018, 2017, and 2016; (ii) the Consolidated Statements of Comprehensive Income for each of the years ended December 31, 2018, 2017, and 2016; (iii) the Consolidated Balance Sheets at December 31, 2018 and 2017; (iv) the Consolidated Statements of Cash Flows for each of the years ended December 31, 2018, 2017, and 2016; (v) the Consolidated Statements of Changes in Stockholders’ Equity for each of the years ended December 31, 2018, 2017, and 2016; and (vi) the Notes to Consolidated Financial Statements.
|
|
|
|
|
|
* Management contract or compensatory arrangement.
|
|
|
** Filed herewith.
|
|
|
|
(B)
|
|
Exhibits.
|
|
|
|
|
|
The Exhibits required by Item 601 of Regulation S-K as listed in Item 15(A)3 are filed herewith or incorporated by reference.
|
|
|
|
(C)
|
|
Financial Statement Schedules.
|
|
|
|
|
|
Financial statement schedules and separate financial statements specified by this Item are included in Item 15(A)2 or are otherwise not required or are not applicable.
|
|
|
|
|
|
Exhibits 23, 31, 32, and 99 are included in copies assembled for public dissemination. All exhibits are included in the 2018 Form 10-K posted on our website at www.norfolksouthern.com under “Invest in NS” and “SEC Filings” or you may request copies by writing to:
|
|
|
|
|
|
Office of Corporate Secretary
Norfolk Southern Corporation Three Commercial Place Norfolk, Virginia 23510-9219 |
|
/s/ James A. Squires
|
By:
|
James A. Squires
|
|
(Chairman, President and Chief Executive Officer)
|
Signature
|
Title
|
|
|
/s/ James A. Squires
(James A. Squires)
|
Chairman, President and Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
/s/ Cynthia C. Earhart
(Cynthia C. Earhart)
|
Executive Vice President Finance and Chief Financial Officer
(Principal Financial Officer)
|
|
|
/s/ Jason A. Zampi
(Jason A. Zampi)
|
Vice President and Controller
(Principal Accounting Officer)
|
|
|
/s/ Thomas D. Bell, Jr.
(Thomas D. Bell, Jr.)
|
Director
|
|
|
/s/ Daniel A. Carp
(Daniel A. Carp)
|
Director
|
|
|
/s/ Mitchell E. Daniels, Jr.
(Mitchell E. Daniels, Jr.)
|
Director
|
|
|
/s/ Marcela E. Donadio
(Marcela E. Donadio)
|
Director
|
|
|
/s/ Thomas C. Kelleher
(Thomas C. Kelleher)
|
Director
|
|
|
/s/ Steven F. Leer
(Steven F. Leer)
|
Director
|
|
|
/s/ Michael D. Lockhart
(Michael D. Lockhart)
|
Director
|
|
|
/s/ Amy E. Miles
(Amy E. Miles)
|
Director
|
|
|
/s/ Martin H. Nesbitt
(Martin H. Nesbitt)
|
Director
|
|
|
/s/ Jennifer F. Scanlon
(Jennifer F. Scanlon)
|
Director
|
|
|
/s/ John R. Thompson
(John R. Thompson)
|
Director
|
|
|
|
Additions charged to:
|
|
|
|
|
||||||||||||
|
Beginning
Balance
|
|
Expenses
|
|
Other
Accounts
|
|
Deductions
|
|
Ending
Balance
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of casualty and
|
|
|
|
|
|
|
|
|
|
||||||||||
other claims included in
|
|
|
|
|
|
|
|
|
|
||||||||||
accounts payable
|
$
|
187
|
|
|
$
|
32
|
|
|
$
|
145
|
|
(2)
|
$
|
151
|
|
(4)
|
$
|
213
|
|
Casualty and other claims
|
|
|
|
|
|
|
|
|
|
||||||||||
included in other liabilities
|
179
|
|
|
85
|
|
(1)
|
—
|
|
|
106
|
|
(3)
|
158
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of casualty and
|
|
|
|
|
|
|
|
|
|
||||||||||
other claims included in
|
|
|
|
|
|
|
|
|
|
||||||||||
accounts payable
|
$
|
192
|
|
|
$
|
17
|
|
|
$
|
124
|
|
(2)
|
$
|
146
|
|
(4)
|
$
|
187
|
|
Casualty and other claims
|
|
|
|
|
|
|
|
|
|
||||||||||
included in other liabilities
|
178
|
|
|
83
|
|
(1)
|
—
|
|
|
82
|
|
(3)
|
179
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of casualty and
|
|
|
|
|
|
|
|
|
|
||||||||||
other claims included in
|
|
|
|
|
|
|
|
|
|
||||||||||
accounts payable
|
$
|
174
|
|
|
$
|
25
|
|
|
$
|
101
|
|
(2)
|
$
|
108
|
|
(4)
|
$
|
192
|
|
Casualty and other claims
|
|
|
|
|
|
|
|
|
|
||||||||||
included in other liabilities
|
191
|
|
|
68
|
|
(1)
|
—
|
|
|
81
|
|
(3)
|
178
|
|
(1)
|
Includes adjustments for changes in estimates for prior years’ claims.
|
(2)
|
Includes revenue refunds and overcharges provided through deductions from operating revenues and transfers
|
(3)
|
Payments and reclassifications to/from accounts payable.
|
(4)
|
Payments and reclassifications to/from other liabilities.
|
Award
|
Any one or more of the following: Incentive Stock Option; Non-qualified Stock Option; Stock Appreciation Right; Restricted Shares; Restricted Stock Units; Performance Share Units; and Performance Shares.
|
Award Agreement
|
A written agreement, made in a form approved by the Committee and consistent with the terms of the Plan, that specifies the terms, conditions and limitations of each Award.
|
Award Date
|
The date on which the Committee or the chief executive officer (to the extent as may be delegated by the Committee) grants an Award or, if granted during a blackout period that precedes the release of the Corporation’s financial information for the preceding calendar quarter, the first day on which the Corporation’s common stock is traded after a full trading day has elapsed following the release of the Corporation’s financial information for the preceding calendar quarter.
|
Beneficiary
|
The person or persons designated in writing by the Participant as his Beneficiary in respect of Awards or, in the absence of such a designation or if the designated person or persons predecease the Participant, the person or persons who shall acquire the Participant’s rights in respect of Awards by bequest or inheritance in accordance with the applicable laws of descent and distribution. In order to be effective, a Participant’s designation of a Beneficiary must be on file with the Corporation before the Participant’s death. Any such designation may be revoked and a new designation substituted for the revoked designation by the Participant at any time before his death without the consent of the previously designated Beneficiary.
|
Board of
Directors
|
The Board of Directors of the Corporation.
|
Cash-Settled Stock Appreciation Rights
|
Stock Appreciation Rights settled in cash.
|
Code
|
The Internal Revenue Code of 1986, as amended from time to time.
|
Committee
|
The Compensation Committee or any other committee of the Board of Directors which is authorized to grant Awards under this Plan. It is intended that each member of the Committee shall qualify as (a) a “non-employee director” under Rule 16b-3 of the Securities Exchange Act of 1934, (b) an “outside director” under Code Section 162(m), and (c) an “independent director” under the rules of the New York Stock Exchange. If it is later determined that one or more members of the Committee do not qualify as a “non-employee director” under Rule 16b-3 of the Securities Exchange Act of 1934, actions taken by the Committee prior to such determination shall be valid despite such failure to qualify.
|
Common Stock
|
The Common Stock of the Corporation.
|
Disability
|
A disability that has enabled the Participant to receive a disability benefit under the Long-Term Disability Plan of the Corporation or a long-term disability plan of a Subsidiary Company (whichever is applicable), as amended from time to time, for a period of at least three months.
For a Participant who is a non-employee director, “Disability” means any medically determinable physical or mental impairment that is expected to result in death or to last for a continuous period of not less than 12 months and which prevents a Participant from continuing to serve as a non-employee director.
|
Dividend Equivalent
|
An amount equal to the regular quarterly dividend paid in accordance with the Corporation’s normal dividend payment practice as may be determined by the Committee, in its sole discretion, and granted pursuant to Section 13 of the Plan.
|
Executive Officers
|
Officers designated by the Board of Directors as “Executive Officers” for purposes of Section 16 of the Securities Exchange Act of 1934.
|
Exercise Gain Shares
|
With respect to a Stock Appreciation Right, all of the shares of Common Stock received upon exercise of the Stock Appreciation Right. With respect to an Option, the portion of the shares of Common Stock received upon exercise of the Option equal to the excess of the Fair Market Value, as of the exercise date, over the Option price, multiplied by the number of shares purchased under the Option on the exercise date, divided by such Fair Market Value, and rounded down to the nearest whole number of shares.
|
Fair Market Value
|
The value of Common Stock on a particular date as measured by the mean of the high and low prices at which it is traded on such date as reported in the Composite Transactions for such date by Bloomberg L.P., or its successor, on its internet-based service, or, if Common Stock was not traded on such date, on the next preceding day on which Common Stock was traded.
|
Incentive Stock Option
|
An Option that complies with the terms and conditions set forth in Section 422(b) of the Code and is designated by the Committee as an Incentive Stock Option.
|
Non-Qualified Stock Option
|
An Option granted under the Plan other than an Incentive Stock Option.
|
Option
|
Any option to purchase Common Stock granted pursuant to the provisions of Section 6 or Section 7 of the Plan.
|
Optionee
|
A Participant who is the holder of an Option.
|
Participant
|
A person eligible to participate in the Plan who is granted and accepts an Award under the Plan.
|
Performance Cycle
|
The period of time, designated by the Committee but not less than one year, over which Performance Shares may be earned.
|
Performance Criteria
|
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, and 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); cash flow measures (including operating cash flow and 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; total shareholder return measures; economic value added measures; and safety measures.
|
Performance Criteria Weighting Percentage
|
The percentage weighting accorded to each Performance Criterion (or each combination thereof) selected by the Committee. The total of the Performance Criteria Weighting Percentages for any type of Award shall equal one hundred percent (100%).
|
Performance Goal
|
The specific target set by the Committee for each selected Performance Criterion (or each combination thereof) the outcome of which must be substantially uncertain at the time it is established. A Performance Goal may be set solely with respect to the Corporation’s performance, or as compared to the performance of a published or special index deemed applicable by the Committee, including but not limited to the Standard & Poor’s 500 Stock Index or an index based on a group of comparative companies. If a Performance Goal is based on the Corporation’s common stock, then in the event of a recapitalization, stock split, stock dividend, exchange, combination, or reclassification of shares, merger, consolidation, reorganization, or other change in or affecting the capital structure or capital stock of the Corporation (other than a normal cash dividend), the Committee shall make or provide for such adjustments in performance goals as the Committee in its sole discretion may in good faith determine to be equitably required in order to prevent dilution or enlargement of the rights of participants.
|
Performance Shares
|
Shares of Common Stock granted pursuant to Section 11 of the Plan, which may be made subject to the restrictions and other terms and conditions prescribed in Section 11 of the Plan.
|
Performance Share Units
|
Contingent rights to receive Performance Shares pursuant to Section 11 of the Plan.
|
Restricted Shares
|
Shares of Common Stock granted pursuant to Section 9 of the Plan and subject to the restrictions and other terms and conditions set forth therein.
|
Retirement
|
Retirement from the Corporation and all Subsidiary Companies pursuant to the provisions of the Retirement Plan of the Corporation or a defined benefit retirement plan of a Subsidiary Company (whichever is applicable), as amended from time to time.
For a Participant who is employed by the Corporation or a Subsidiary Company but who is not eligible to participate in the Corporation’s Retirement Plan or a defined benefit retirement plan of a Subsidiary Company, “Retirement” means the Participant’s voluntary termination of employment from the Corporation or a Subsidiary Company, or involuntary termination of employment if the Participant is offered severance under the Norfolk Southern Corporation Severance Pay Plan, in either case after the participant: (a) attains age 55 and has been employed with the Corporation and/or a Subsidiary Company for 10 years, or (b) attains age 60 and has been employed with the Corporation and/or a Subsidiary Company for 5 years, or (c) attains age 62.
For a Participant who is a non-employee director, “Retirement” means termination of service as a director of the Corporation.
|
Stock Appreciation Right
|
The right, granted pursuant to the provisions of Section 8 of the Plan, to receive Exercise Gain Shares or a cash payment equal to the excess, if any, of the Fair Market Value of Common Stock on the exercise date over the Fair Market Value of the Common Stock on the Award Date, as specified in Section 8 of the Plan.
|
Stock-Settled Stock Appreciation Rights
|
Stock Appreciation Rights paid out in Exercise Gain Shares.
|
Subsidiary Company
|
A corporation of which at least fifty percent (50%) of the total combined voting power of all classes of stock entitled to vote is owned, directly or indirectly, by the Corporation.
|
(i)
|
renders the Participant unable to engage in any substantial gainful activity; or
|
(ii)
|
enables the Participant to be eligible for a disability benefit under the Long-Term Disability Plan of Norfolk Southern Corporation and Participating Subsidiaries, as amended from time to time, or under any such similar plan of a Participating Subsidiary, provided that the Participant has received benefit payments under such plan for a period of not less than 3 months.
|
(1)
|
Initial Election Is Earlier of Separation from Service or Disability
. A Participant who has elected to receive a distribution upon the earlier of Separation from Service or Disability may modify the payment election with respect to all such deferrals that have the same payment commencement date and the same form of distribution by (i) delaying the payment commencement date upon Separation from Service by five (5) years or (ii) by specifying one of the permissible payment schedules described in paragraph (c), above, and, in the case of a Separation from Service, delaying the payment commencement date by five (5) years. Modification elections may be revoked or modified up to 12 months prior to the Participant’s payment commencement date following Separation from Service or Disability. Modifications filed less than 12 months prior to the Participant’s payment commencement date following Separation from Service or Disability will be disregarded.
|
(2)
|
Initial Election is Earliest of Separation from Service, Disability or Specified Date
. A Participant who has elected to receive a Deferral upon the earliest of Separation from Service, Disability or a Specified Date may modify the Specified Date payment election with respect to all such deferrals that have the same payment commencement date and the same form of distribution by (i) selecting a new Specified Date that is not less than five (5) years after the current Specified Date or (ii) by selecting one of the permissible payment
|
Age
|
Rate
|
|
|
up to 45
|
7%
|
45-54
|
10%
|
55-60
|
11%
|
over 60
|
12%
|
▪
|
During Employment
– an amount equal to three (3) times Compensation reduced by $50,000 plus the amounts set forth in the Participation Agreement.
|
▪
|
After Retirement
– the amount set forth in a Participant’s Participation Agreement as the post-retirement benefit amount.
|
▪
|
During a period of Disability
– an amount equal to three (3) times Compensation reduced by $50,000 plus the amounts set forth in the Participation Agreement, all as determined as of the date of Disability.
|
▪
|
Maximum Face Amount
– The Targeted Death Benefit may be limited by the maximum face amount permitted by the Insurance Carrier without underwriting, as may be agreed upon by the Employer and the Insurance Carrier from time to time.
|
▪
|
Underwriting Criteria
– The Targeted Death Benefit may be reduced by the results of medical or other underwriting imposed by the Insurance Carrier and is limited to the amount of death benefit which can be provided by the Life Insurance Product, assuming preferred or standard rates.
|
▪
|
During Employment and Disability
- an amount deemed necessary by the Employer, to provide the Targeted Death Benefit assuming level premium payments are made through age 64 (but no less than 10 years), and based on the reasonable financial assumptions determined as of the time of the Employer Contribution set forth in the attached Exhibit A. To the extent the Targeted Death Benefit is a function of Compensation, the Employer Contribution will be recalculated each year as of December 1, and based on the annualized Compensation as of December 1.
|
▪
|
After Retirement
– Upon Retirement, the Employer shall continue to make Employer Contributions in an amount deemed necessary by the Employer to provide the Targeted Death Benefit in the minimum number of level annual premiums allowable without causing the Life Insurance Product to violate IRC section 7702, the definition of life insurance, and based on the other reasonable financial assumptions set forth in the attached Exhibit A. Any Employer Contributions to be made after Separation from Service shall be fixed as of the date of separation. To the extent that the amounts so determined would exceed the maximum permissible premium and cause the Policy to violate IRC section 7702, the definition of life insurance, in any subsequent year, such excess amounts will be paid in cash to the Participant at the time of separation.
|
▪
|
Death
|
▪
|
Participant’s separation from service with the Employer prior to Retirement;
|
▪
|
Participant partially or completely surrenders, attempts to take a loan from, or withdraws cash value from the Life Insurance Policy, or adjusts the face amount of the Life Insurance Policy other than as provided under the Target Death Benefit prior to Retirement;
|
▪
|
Participant makes a contribution to the Life Insurance Product prior to Retirement, except as may be permitted herein; and
|
▪
|
Participant has a Change in Employment Status as described above.
|
a)
|
The reason for the Adverse Benefit Determination, with specific reference to the Plan provisions on which the determination is based;
|
b)
|
A description of any additional material or information required and an explanation of why it is necessary; and
|
c)
|
An explanation of the Plan's claims review procedure and the applicable time limits, including a statement of the right to bring a civil action following an Adverse Benefit Determination on review.
|
|
|
Cash Value Target
|
Level Premiums solved to provide enough cash value immediately after assumed termination of employment at age 65 to continue the Targeted Death Benefit and endow at age 95. If employment extends past age 65, termination is assumed to occur the following year.
|
Death Benefit:
|
Targeted Death Benefit as provided by the Program.
|
Salary Scale
|
5% during employment to age 65
|
Premiums
|
During employment, payable annually through age 64 but no less than 10 years of premium payments; upon Retirement, payable for the minimum number of years permitted without violation of §7702 of the Code.
|
Cost of Insurance Charges
|
Actual COI charges up to date of resolve; thereafter, insurance carrier’s current COI rates for the product as of the date of resolve.
|
Interest Crediting Rate:
|
Actual policy crediting rates up to date of resolve; thereafter, insurance carrier’s current general account crediting rate for the product as of the date of resolve.
|
Premium Duration:
|
As provided by the Program
|
|
STATE OR COUNTRY
OF INCORPORATION
|
||
Atlantic Investment Company
|
|
Delaware
|
|
General American Insurance Company
|
|
Vermont
|
|
General Security Insurance Company, Ltd.
|
|
Bermuda
|
|
Norfolk Southern Properties, Inc.
|
|
Virginia
|
|
Norfolk Southern Railway Company
|
|
Virginia
|
|
NS Fiber Optics, Inc.
|
|
Virginia
|
|
PDC Timber LLC
|
|
Delaware
|
|
Pennsylvania Investment Company, Inc.
|
|
Delaware
|
|
PLC Timber LLC
|
|
Delaware
|
|
Pocahontas Development Corporation
|
|
Kentucky
|
|
Pocahontas Land Corporation
|
|
Virginia
|
|
Pocahontas Surface Interests, Inc.
|
|
Virginia
|
|
T-Cubed of North America, LLC
|
|
Delaware
|
|
Thoroughbred Technology and Telecommunications, LLC
|
|
Virginia
|
|
Norfolk Southern Railway Company Subsidiaries
|
|
|
|
Airforce Pipeline, Inc.
|
|
North Carolina
|
|
Alabama Great Southern LLC
|
|
Virginia
|
|
Alabama Great Southern Railroad Company, The
|
|
Alabama
|
|
Camp Lejeune Railroad Company
|
|
North Carolina
|
|
Carolina and Northwestern Railway Company
|
|
Delaware
|
|
Central of Georgia LLC
|
|
Virginia
|
|
Central of Georgia Railroad Company
|
|
Georgia
|
|
Chesapeake Western Railway
|
|
Virginia
|
|
Cincinnati, New Orleans and Texas Pacific Railway Company, The
|
|
Ohio
|
|
Citico Realty Company
|
|
Virginia
|
|
CNOTP LLC
|
|
Ohio
|
|
Georgia Southern and Florida Railway Company
|
|
Georgia
|
|
GSFR LLC
|
|
Georgia
|
|
High Point, Randleman, Asheboro and Southern Railroad Company
|
|
North Carolina
|
|
HPRASR LLC
|
|
North Carolina
|
|
Interstate Railroad Company
|
|
Virginia
|
|
Lamberts Point Barge Company, Inc.
|
|
Virginia
|
|
Mobile and Birmingham Railroad Company
|
|
Alabama
|
|
Norfolk and Portsmouth Belt Line Railroad Company
|
|
Virginia
|
|
Norfolk Southern International, Inc.
|
|
Virginia
|
|
Norfolk Southern - Mexico, LLC
|
|
Virginia
|
|
NorfolkSouthernMexicana, S. de R.L. de C.V.
|
|
Mexico
|
|
North Carolina Midland Railroad Company, The
|
|
North Carolina
|
|
NS Spectrum Corporation
|
|
Virginia
|
|
PLS Investment, LLC
|
|
Virginia
|
|
|
STATE OR COUNTRY
OF INCORPORATION
|
||
Norfolk Southern Railway Company Subsidiaries (continued)
|
|
|
|
Rail Investment Company
|
|
Delaware
|
|
Reading Company, LLC [Virginia]
|
|
Virginia
|
|
RIC LLC
|
|
Delaware
|
|
South Western Rail Road Company, The
|
|
Georgia
|
|
Southern Rail Terminals, Inc.
|
|
Georgia
|
|
Southern Rail Terminals of North Carolina, Inc.
|
|
North Carolina
|
|
Southern Region Materials Supply, Inc.
|
|
Georgia
|
|
State University Railroad Company
|
|
North Carolina
|
|
S-VA Corporation
|
|
Virginia
|
|
TCV, Inc.
|
|
Delaware
|
|
Tennessee, Alabama & Georgia Railway Company
|
|
Delaware
|
|
Tennessee Railway Company
|
|
Tennessee
|
|
Thoroughbred Direct Intermodal Services, Inc.
|
|
Pennsylvania
|
|
Thoroughbred Emissions Research, LLC
|
|
Virginia
|
|
Thoroughbred Funding, Inc.
|
|
Virginia
|
|
Thoroughbred Logistics Services, Inc.
|
|
Virginia
|
|
Transworks Company
|
|
Indiana
|
|
Transworks Inc.
|
|
Virginia
|
|
Transworks of Indiana, Inc.
|
|
Indiana
|
|
Triple Crown Services Company
|
|
Delaware
|
|
Virginia and Southwestern Railway Company
|
|
Virginia
|
|
Wheelersburg Terminal LLC
|
|
Virginia
|
|
Yadkin Railroad Company
|
|
North Carolina
|
|
Yadkin Railroad Investment LLC
|
|
North Carolina
|
|
Norfolk Southern Properties, Inc. Subsidiaries
|
|
|
|
Alexandria-Southern Properties, Inc.
|
|
Virginia
|
|
Arrowood-Southern Company
|
|
North Carolina
|
|
Charlotte-Southern Hotel Corporation
|
|
North Carolina
|
|
Lambert’s Point Docks, Incorporated
|
|
Virginia
|
|
Nickel Plate Improvement Company, Inc., The
|
|
Indiana
|
|
NS Transportation Brokerage Corporation
|
|
Virginia
|
|
Sandusky Dock Corporation
|
|
Virginia
|
|
Southern Region Industrial Realty, Inc.
|
|
Georgia
|
|
SRIR Timber LLC
|
|
Delaware
|
|
Virginia Holding Corporation
|
|
Virginia
|
|
Westlake Land Management, Inc.
|
|
Florida
|
|
1.
|
I have reviewed this Annual Report on Form 10-K 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 Annual Report on Form 10-K 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
|
NYSE
REGULATION
|
Domestic Company
Section 303A
Annual CEO Certification
|
|
|
[x]
|
|
Without qualification
|
|
|
|
|
or
|
|
|
[ ]
|
|
With qualification
|
By:
|
|
/s/ James A. Squires
|
Print Name:
|
|
James A. Squires
|
Title:
|
|
Chairman, President and Chief Executive Officer
|
Date:
|
|
Jun 05, 2018
|