Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-8339 | ||
Entity Registrant Name | NORFOLK SOUTHERN CORPORATION | ||
Entity Incorporation, State or Country Code | VA | ||
Entity Tax Identification Number | 52-1188014 | ||
Entity Address, Address Line One | 650 West Peachtree Street NW | ||
Entity Address, City or Town | Atlanta, | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30308-1925 | ||
City Area Code | (855) | ||
Local Phone Number | 667-3655 | ||
Title of 12(b) Security | Norfolk Southern Corporation Common Stock (Par Value $1.00) | ||
Trading Symbol | NSC | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Title of each class | $ 65,486,012,788 | ||
Entity Common Stock, Shares Outstanding | 239,777,444 | ||
Documents Incorporated by Reference [Text Block] | Portions of the Registrant’s definitive proxy statement to be filed electronically pursuant to Regulation 14A not later than 120 days after the end of the fiscal year, are incorporated herein by reference in Part III. | ||
Entity Central Index Key | 0000702165 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | Atlanta, Georgia |
Auditor Firm ID | 185 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Railway operating revenues | $ 11,142 | $ 9,789 | $ 11,296 |
Railway operating expenses | |||
Compensation and benefits | 2,442 | 2,373 | 2,751 |
Purchased services and rents | 1,726 | 1,687 | 1,725 |
Fuel | 799 | 535 | 953 |
Depreciation | 1,181 | 1,154 | 1,138 |
Materials and other | 547 | 653 | 740 |
Loss on asset disposal | 0 | 385 | 0 |
Total railway operating expenses | 6,695 | 6,787 | 7,307 |
Income from railway operations | 4,447 | 3,002 | 3,989 |
Other income – net | 77 | 153 | 106 |
Interest expense on debt | 646 | 625 | 604 |
Income before income taxes | 3,878 | 2,530 | 3,491 |
Income taxes | 873 | 517 | 769 |
Net income | $ 3,005 | $ 2,013 | $ 2,722 |
Earnings per share | |||
Basic (in dollars per share) | $ 12.16 | $ 7.88 | $ 10.32 |
Diluted (in dollars per share) | $ 12.11 | $ 7.84 | $ 10.25 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 3,005 | $ 2,013 | $ 2,722 |
Other comprehensive income (loss), before tax: | |||
Pension and other postretirement benefits | 226 | (140) | 101 |
Other comprehensive income (loss) of equity investees | 24 | 2 | (4) |
Other comprehensive income (loss), before tax | 250 | (138) | 97 |
Income tax expense related to items of other comprehensive income | (58) | 35 | (25) |
Other comprehensive income (loss), net of tax | 192 | (103) | 72 |
Total comprehensive income | $ 3,197 | $ 1,910 | $ 2,794 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 839 | $ 1,115 |
Accounts receivable – net | 976 | 848 |
Materials and supplies | 218 | 221 |
Other current assets | 134 | 134 |
Total current assets | 2,167 | 2,318 |
Investments | 3,707 | 3,590 |
Properties less accumulated depreciation of $12,031 and | 31,653 | 31,345 |
Other assets | 966 | 709 |
Total assets | 38,493 | 37,962 |
Current liabilities: | ||
Accounts payable | 1,351 | 1,016 |
Income and other taxes | 305 | 263 |
Other current liabilities | 312 | 302 |
Current maturities of long-term debt | 553 | 579 |
Total current liabilities | 2,521 | 2,160 |
Long-term debt | 13,287 | 12,102 |
Other liabilities | 1,879 | 1,987 |
Deferred income taxes | 7,165 | 6,922 |
Total liabilities | 24,852 | 23,171 |
Stockholders’ equity: | ||
Common stock $1.00 per share par value, 1,350,000,000 shares authorized; outstanding 252,095,082 and 257,904,956 shares, respectively, net of treasury shares | 242 | 254 |
Additional paid-in capital | 2,215 | 2,248 |
Accumulated other comprehensive loss | (402) | (594) |
Retained income | 11,586 | 12,883 |
Total stockholders’ equity | 13,641 | 14,791 |
Total liabilities and stockholders’ equity | $ 38,493 | $ 37,962 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 12,031 | $ 11,985 |
Common stock, par or stated value per share (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 1,350,000,000 | 1,350,000,000 |
Common stock, shares outstanding, net of treasury shares (in shares) | 240,162,790 | 252,095,082 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net income | $ 3,005 | $ 2,013 | $ 2,722 |
Reconciliation of net income to net cash provided by operating activities: | |||
Depreciation | 1,181 | 1,154 | 1,139 |
Deferred income taxes | 184 | 142 | 330 |
Gains and losses on properties | (86) | (39) | (42) |
Loss on asset disposal | 0 | 385 | 0 |
Impairment of investment | 0 | 99 | 0 |
Changes in assets and liabilities affecting operations: | |||
Accounts receivable | (133) | 71 | 87 |
Materials and supplies | 3 | 23 | (37) |
Other current assets | (6) | 3 | (4) |
Current liabilities other than debt | 283 | 34 | (185) |
Other – net | (176) | (248) | (118) |
Net cash provided by operating activities | 4,255 | 3,637 | 3,892 |
Cash flows from investing activities | |||
Property additions | (1,470) | (1,494) | (2,019) |
Property sales and other transactions | 159 | 333 | 377 |
Investment purchases | (10) | (13) | (18) |
Investment sales and other transactions | 99 | (1) | (104) |
Net cash used in investing activities | (1,222) | (1,175) | (1,764) |
Cash flows from financing activities | |||
Dividends | (1,028) | (960) | (949) |
Common Stock transactions | 17 | 69 | 27 |
Purchase and retirement of Common Stock | (3,390) | (1,439) | (2,099) |
Proceeds from borrowings – net of issuance costs | 1,676 | 784 | 2,192 |
Debt repayments | (584) | (381) | (1,188) |
Other | 0 | 0 | 23 |
Net cash used in financing activities | (3,309) | (1,927) | (1,994) |
Net increase (decrease) in cash and cash equivalents | (276) | 535 | 134 |
Cash and cash equivalents | |||
At beginning of year | 1,115 | 580 | 446 |
At end of year | 839 | 1,115 | 580 |
Supplemental disclosures of cash flow information | |||
Interest (net of amounts capitalized) | 579 | 577 | 555 |
Income taxes (net of refunds) | $ 654 | $ 311 | $ 543 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Stockholders' Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated other comprehensive loss | Retained Income |
Balance at Beginning of Year at Dec. 31, 2018 | $ 15,362 | $ 269 | $ 2,216 | $ (563) | $ 13,440 |
Comprehensive income: | |||||
Net income | 2,722 | 2,722 | |||
Other comprehensive income (loss) | 72 | 72 | |||
Total comprehensive income | 2,794 | ||||
Dividends on common stock | (949) | (949) | |||
Share repurchases | (2,099) | (11) | (88) | (2,000) | |
Stock-based compensation | 76 | 1 | 81 | (6) | |
Balance at End of Year at Dec. 31, 2019 | 15,184 | 259 | 2,209 | (491) | 13,207 |
Comprehensive income: | |||||
Net income | 2,013 | 2,013 | |||
Other comprehensive income (loss) | (103) | (103) | |||
Total comprehensive income | 1,910 | ||||
Dividends on common stock | (960) | (960) | |||
Share repurchases | (1,439) | (7) | (59) | (1,373) | |
Stock-based compensation | 96 | 2 | 98 | (4) | |
Balance at End of Year at Dec. 31, 2020 | 14,791 | 254 | 2,248 | (594) | 12,883 |
Comprehensive income: | |||||
Net income | 3,005 | 3,005 | |||
Other comprehensive income (loss) | 192 | 192 | |||
Total comprehensive income | 3,197 | ||||
Dividends on common stock | (1,028) | (1,028) | |||
Share repurchases | (3,390) | (13) | (106) | (3,271) | |
Stock-based compensation | 71 | 1 | 73 | (3) | |
Balance at End of Year at Dec. 31, 2021 | $ 13,641 | $ 242 | $ 2,215 | $ (402) | $ 11,586 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes In Stockholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | |||
Common stock, dividends, per share, declared (in dollars per share) | $ 4.16 | $ 3.76 | $ 3.60 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Description of Business Norfolk Southern Corporation is a Georgia-based holding company engaged principally in the rail transportation business, operating 19,300 route miles primarily in the Southeast, East, and Midwest. These consolidated financial statements include Norfolk Southern and its majority-owned and controlled subsidiaries (collectively, NS, we, us, and our). Norfolk Southern’s major subsidiary is NSR. All significant intercompany balances and transactions have been eliminated in consolidation. NSR and its railroad subsidiaries transport raw materials, intermediate products, and finished goods classified in the following commodity groups (percent of total railway operating revenues in 2021): intermodal (28%); agriculture, forest and consumer products (20%); chemicals (18%); metals and construction (14%); coal (12%); and automotive (8%). Although most of our customers are domestic, ultimate points of origination or destination for some of the products transported (particularly coal bound for export and some intermodal shipments) may be outside the U.S. Approximately 80% of our railroad employees are covered by collective bargaining agreements with various labor unions. Use of Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We periodically review our estimates, including those related to the recoverability and useful lives of assets, as well as liabilities for litigation, environmental remediation, casualty claims, income taxes and pension and other postretirement benefits. Changes in facts and circumstances may result in revised estimates. Revenue Recognition Transportation revenues are recognized proportionally as a shipment moves from origin to destination, and related expenses are recognized as incurred. Certain of our contract refunds (which are primarily volume-based incentives) are recorded as a reduction to revenues on the basis of our best estimate of projected liability, which is based on historical activity, current shipment counts and expectation of future activity. Certain ancillary services, such as switching, demurrage and other incidental activities, may be provided to customers under their transportation contracts. These are distinct performance obligations that are recognized at a point in time when the services are performed or as contractual obligations are met. Cash Equivalents “Cash equivalents” are highly liquid investments purchased three months or less from maturity. Allowance for Doubtful Accounts Our allowance for doubtful accounts was $8 million and $6 million at December 31, 2021 and 2020, respectively. To determine our allowance for doubtful accounts, we evaluate historical loss experience (which has not been significant), the characteristics of current accounts, and general economic conditions and trends. Materials and Supplies “Materials and supplies,” consisting mainly of items for maintenance of property and equipment, are stated at the lower of average cost or net realizable value. The cost of materials and supplies expected to be used in property additions or improvements is included in “Properties.” Investments Investments in entities over which we have the ability to exercise significant influence but do not control the entity are accounted for using the equity method, whereby the investment is carried at the cost of the acquisition plus our equity in undistributed earnings or losses since acquisition. Properties “Properties” are stated principally at cost and are depreciated using the group method whereby assets with similar characteristics, use, and expected lives are grouped together in asset classes and depreciated using a composite depreciation rate. This methodology treats each asset class as a pool of resources, not as singular items. We use approximately 75 depreciable asset classes. Depreciation expense is based on our assumptions concerning expected service lives of our properties as well as the expected net salvage that will be received upon their retirement. In developing these assumptions, we utilize periodic depreciation studies that are performed by an independent outside firm of consulting engineers and approved by the STB. Our depreciation studies are conducted about every three years for equipment and every six years for track assets and other roadway property. The frequency of these studies is consistent with guidelines established by the STB. We adjust our rates based on the results of these studies and implement the changes prospectively. The studies may also indicate that the recorded amount of accumulated depreciation is deficient (or in excess) of the amount indicated by the study. Any such deficiency (or excess) is amortized as a component of depreciation expense over the remaining service lives of the affected class of property, as determined by the study. Key factors that are considered in developing average service life and salvage estimates include: • 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. The composite depreciation rate for rail in high density corridors is derived based on consideration of annual gross tons as compared to the total or ultimate capacity of rail in these corridors. Our experience has shown that traffic density is a leading factor in the determination of the expected service life of rail in high density corridors. In developing the respective depreciation rate, consideration is also given to several rail characteristics including age, weight, condition (new or second-hand) and type (curved or straight). We capitalize interest on major projects during the period of their construction. Expenditures, including those on leased assets, that extend an asset’s useful life or increase its utility are capitalized. Expenditures capitalized include those that are directly related to a capital project and may include materials, labor, and other direct costs, in addition to an allocable portion of indirect costs that relate to a capital project. A significant portion of our annual capital spending relates to self-constructed assets. Removal activities occur in conjunction with replacement and are estimated based on the average percentage of time employees replacing assets spend on removal functions. Costs related to repairs and maintenance activities that, in our judgment, do not extend an asset’s useful life or increase its utility are expensed when such repairs are performed. When depreciable operating road and equipment assets are sold or retired in the ordinary course of business, the cost of the assets, net of sales proceeds or salvage, is charged to accumulated depreciation, and no gain or loss is recognized in earnings. Actual historical cost values are retired when available, such as with most equipment assets. The use of estimates in recording the retirement of certain roadway assets is necessary based on the impracticality of tracking individual asset costs. When retiring rail, ties and ballast, we use statistical curves that indicate the relative distribution of the age of the assets retired. The historical cost of other roadway assets is estimated using a combination of inflation indices specific to the rail industry and those published by the U.S. Bureau of Labor Statistics. The indices are applied to the replacement value based on the age of the retired assets. These indices are used because they closely correlate with the costs of roadway assets. Gains and losses on disposal of operating land are included in “Materials and other” expenses. Gains and losses on disposal of nonoperating land and nonrail assets are included in “Other income – net” since such income is not a product of our railroad operations. A retirement is considered abnormal if it does not occur in the ordinary course of business, if it relates to disposition of a large segment of an asset class and if the retirement varies significantly from the retirement profile identified through our depreciation studies, which inherently consider the impact of normal retirements on expected service lives and depreciation rates. Gains or losses from abnormal retirements are recognized in income from railway operations. We review the carrying amount of properties whenever events or changes in circumstances indicate that such carrying amount may not be recoverable based on future undiscounted cash flows. Assets that are deemed impaired as a result of such review are recorded at the lower of carrying amount or fair value. New Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, “ Credit Losses - Measurement of Credit Losses on Financial Instruments, ” which replaced the current incurred loss impairment method with a method that reflects expected credit losses. Short-term and long-term financial assets, as defined by the standard, are impacted by immediate recognition of estimated credit losses in the financial statements, reflecting the net amount expected to be collected. Historically, losses associated from the inability to collect on accounts receivable have been insignificant, with little divergence in collection trends through varying economic cycles. We adopted the standard on January 1, 2020 and there was no material impact to the financial statements upon adoption. In December 2019, the FASB issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes, |
Railway Operating Revenues
Railway Operating Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Railway Operating Revenues | Railway Operating Revenues The following table disaggregates our revenues by major commodity group: 2021 2020 2019 ($ in millions) Merchandise: Agriculture, forest and consumer products $ 2,251 $ 2,116 $ 2,256 Chemicals 1,951 1,809 2,092 Metals and construction 1,562 1,333 1,461 Automotive 905 830 994 Merchandise 6,669 6,088 6,803 Intermodal 3,163 2,654 2,824 Coal 1,310 1,047 1,669 Total $ 11,142 $ 9,789 $ 11,296 We recognize the amount of revenues to which we expect to be entitled for the transfer of promised goods or services to customers. A performance obligation is created when a customer under a transportation contract or public tariff submits a bill of lading to us for the transport of goods. These performance obligations are satisfied as the shipments move from origin to destination. As such, transportation revenues are recognized proportionally as a shipment moves, and related expenses are recognized as incurred. These performance obligations are generally short-term in nature with transit days averaging approximately one week or less for each commodity group. The customer has an unconditional obligation to pay for the service once the service has been completed. Estimated revenues associated with in-process shipments at period-end are recorded based on the estimated percentage of service completed. We had no material remaining performance obligations at December 31, 2021 and 2020. We may provide customers ancillary services, such as switching, demurrage and other incidental activities, under their transportation contracts. These are distinct performance obligations that are recognized at a point in time when the services are performed or as contractual obligations are met. These revenues are included within each of the commodity groups and represent approximately 7%, 5% and 5%, respectively, of total “Railway operating revenues” on the Consolidated Statements of Income for the years ended December 31, 2021, 2020 and 2019. Revenues related to interline transportation services that involve another railroad are reported on a net basis. Therefore, the portion of the amount that relates to another party is not reflected in revenues. Under the typical terms of our freight contracts, payment for services is due within fifteen days of billing the customer, thus there are no significant financing components. “Accounts receivable – net” on the Consolidated Balance Sheets includes both customer and non-customer receivables as follows: December 31, 2021 2020 ($ in millions) Customer $ 741 $ 629 Non-customer 235 219 Accounts receivable – net $ 976 $ 848 Non-customer receivables include non-revenue-related amounts due from other railroads, governmental entities, and others. “Other assets” on the Consolidated Balance Sheets includes non-current customer receivables of $23 million at both December 31, 2021 and 2020. We do not have any material contract assets or liabilities at December 31, 2021 and 2020. |
Other Income - Net
Other Income - Net | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other Income - Net | Other Income – Net 2021 2020 2019 ($ in millions) Pension and other postretirement benefits (Note 12) $ 102 $ 91 $ 63 COLI – net 17 85 69 Other (42) (23) (26) Total $ 77 $ 153 $ 106 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes 2021 2020 2019 ($ in millions) Current: Federal $ 553 $ 307 $ 356 State 136 68 83 Total current taxes 689 375 439 Deferred: Federal 186 111 280 State (2) 31 50 Total deferred taxes 184 142 330 Income taxes $ 873 $ 517 $ 769 Reconciliation of Statutory Rate to Effective Rate “Income taxes” on the Consolidated Statements of Income differs from the amounts computed by applying the statutory federal corporate tax rate as follows: 2021 2020 2019 Amount % Amount % Amount % ($ in millions) Federal income tax at statutory rate $ 814 21.0 $ 531 21.0 $ 733 21.0 State income taxes, net of federal tax effect 109 2.8 85 3.3 110 3.1 Excess tax benefits on stock-based compensation (25) (0.6) (39) (1.5) (29) (0.8) Other, net (25) (0.7) (60) (2.4) (45) (1.3) Income taxes $ 873 22.5 $ 517 20.4 $ 769 22.0 Deferred Tax Assets and Liabilities Certain items are reported in different periods for financial reporting and income tax purposes. Deferred tax assets and liabilities are recorded in recognition of these differences. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: December 31, 2021 2020 ($ in millions) Deferred tax assets: Compensation and benefits, including postretirement benefits $ 181 $ 218 Accruals, including casualty and other claims 92 93 Other 188 198 Total gross deferred tax assets 461 509 Less valuation allowance (60) (57) Net deferred tax assets 401 452 Deferred tax liabilities: Property (7,016) (6,820) Other (550) (554) Total deferred tax liabilities (7,566) (7,374) Deferred income taxes $ (7,165) $ (6,922) Except for amounts for which a valuation allowance has been provided, we believe that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets. The valuation allowance at the end of each year primarily relates to subsidiary state income tax net operating losses and state investment tax credits that may not be utilized prior to their expiration. The total valuation allowance increased by $3 million in both 2021 and 2020, and $4 million in 2019. Uncertain Tax Positions A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: December 31, 2021 2020 ($ in millions) Balance at beginning of year $ 22 $ 24 Additions based on tax positions related to the current year 3 4 Additions for tax positions of prior years 3 — Settlements with taxing authorities (5) (4) Lapse of statutes of limitations (2) (2) Balance at end of year $ 21 $ 22 Included in the balance of unrecognized tax benefits at December 31, 2021 are potential benefits of $17 million that would affect the effective tax rate if recognized. Unrecognized tax benefits are adjusted in the period in which new information about a tax position becomes available or the final outcome differs from the amount recorded. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements FASB Accounting Standards Codification (ASC) 820-10, “Fair Value Measurements,” established a framework for measuring fair value and a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows: 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, and • 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. The asset or liability’s fair value measurement level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair Values of Financial Instruments The fair values of “Cash and cash equivalents,” “Accounts receivable – net,” and “Accounts payable” approximate carrying values because of the short maturity of these financial instruments. The carrying value of COLI is recorded at cash surrender value and, accordingly, approximates fair value. There are no other assets or liabilities measured at fair value on a recurring basis at December 31, 2021 or 2020. The carrying amounts and estimated fair values, based on Level 1 inputs, of long-term debt consist of the following at December 31: 2021 2020 Carrying Fair Carrying Fair ($ in millions) Long-term debt, including current maturities $ (13,840) $ (17,033) $ (12,681) $ (16,664) |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments [Abstract] | |
Investments | Investments December 31, 2021 2020 ($ in millions) Long-term investments: Equity method investments: Conrail $ 1,526 $ 1,446 TTX Company 851 798 Other 420 418 Total equity method investments 2,797 2,662 COLI at net cash surrender value 885 902 Other investments 25 26 Total long-term investments $ 3,707 $ 3,590 Investment in Conrail Through a limited liability company, we and CSX jointly own Conrail, whose primary subsidiary is CRC. We have a 58% economic and 50% voting interest in the jointly-owned entity, and CSX has the remainder of the economic and voting interests. We are amortizing the excess of the purchase price over Conrail’s net equity using the principles of purchase accounting, based primarily on the estimated useful lives of Conrail’s depreciable property and equipment, including the related deferred tax effect of the differences in book and tax accounting bases for such assets, as all of the purchase price at acquisition was allocable to Conrail’s tangible assets and liabilities. At December 31, 2021, our investment in Conrail exceeds our share of Conrail’s underlying net equity by $487 million. CRC owns and operates certain properties (the Shared Assets Areas) for the joint and exclusive benefit of NSR and CSX Transportation, Inc. (CSXT). The costs of operating the Shared Assets Areas are borne by NSR and CSXT based on usage. In addition, NSR and CSXT pay CRC a fee for access to the Shared Assets Areas. “Purchased services and rents” and “Fuel” include expenses payable to CRC for operation of the Shared Assets Areas totaling $147 million in 2021, $129 million in 2020, and $149 million in 2019. Future payments for access fees due to CRC under the Shared Assets Areas agreements are as follows: $42 million in 2022, $43 million in 2023, and $18 million in 2024. We provide certain general and administrative support functions to Conrail, the fees for which are billed in accordance with several service-provider arrangements and approximate $6 million annually. In 2020, we converted $254 million of accounts payable into long-term advances from Conrail included in “Other liabilities.” “Accounts payable” includes $112 million at December 31, 2021, and $56 million at December 31, 2020, due to Conrail for the operation of the Shared Assets Areas. “Other liabilities” includes $534 million at December 31, 2021 and 2020, respectively, for long-term advances from Conrail, maturing in 2050 that bear interest at an average rate of 1.31%. Our equity in Conrail’s earnings, net of amortization, was $56 million for 2021, $58 million for 2020, and $53 million for 2019. These amounts partially offset the costs of operating the Shared Assets Areas and are included in “Purchased services and rents.” Equity in Conrail’s earnings is included in the “Other – net” line item within operating activities in the Consolidated Statements of Cash Flows. Investment in TTX We and eight other North American railroads collectively own TTX Company (TTX), a railcar pooling company that provides its owner-railroads with standardized fleets of intermodal, automotive, and general use railcars at stated rates. We have a 19.65% ownership interest in TTX. Expenses incurred for use of TTX equipment are included in “Purchased services and rents.” This amounted to $246 million, $250 million, and $244 million, respectively, for the years ended December 31, 2021, 2020 and 2019. Our equity in TTX’s earnings partially offsets these costs and totaled $53 million for 2021, $48 million for 2020, and $58 million for 2019. Equity in TTX’s earnings is included in the “Other – net” line item within operating activities in the Consolidated Statements of Cash Flows. Impairment of Investment |
Properties
Properties | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Properties | Properties Accumulated Net Book Depreciation December 31, 2021 Cost Depreciation Value Rate (1) ($ in millions) Land $ 2,453 $ — $ 2,453 — Roadway: Rail and other track material 7,330 (1,907) 5,423 2.40 % Ties 5,779 (1,642) 4,137 3.44 % Ballast 3,041 (818) 2,223 2.79 % Construction in process 339 — 339 — Other roadway 14,111 (3,733) 10,378 2.69 % Total roadway 30,600 (8,100) 22,500 Equipment: Locomotives 5,695 (1,994) 3,701 3.87 % Freight cars 2,701 (1,009) 1,692 2.59 % Computers and software 893 (438) 455 10.34 % Construction in process 164 — 164 — Other equipment 1,088 (420) 668 4.63 % Total equipment 10,541 (3,861) 6,680 Other property 90 (70) 20 2.25 % Total properties $ 43,684 $ (12,031) $ 31,653 Accumulated Net Book Depreciation December 31, 2020 Cost Depreciation Value Rate (1) ($ in millions) Land $ 2,394 $ — $ 2,394 — Roadway: Rail and other track material 7,153 (1,892) 5,261 2.35 % Ties 5,685 (1,601) 4,084 3.41 % Ballast 2,973 (774) 2,199 2.76 % Construction in process 297 — 297 — Other roadway 14,320 (3,926) 10,394 2.71 % Total roadway 30,428 (8,193) 22,235 Equipment: Locomotives 5,478 (1,911) 3,567 3.56 % Freight cars 2,780 (1,023) 1,757 2.59 % Computers and software 732 (391) 341 9.86 % Construction in process 333 — 333 — Other equipment 1,094 (399) 695 4.70 % Total equipment 10,417 (3,724) 6,693 Other property 91 (68) 23 2.24 % Total properties $ 43,330 $ (11,985) $ 31,345 (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. Loss on Asset Disposal In 2020, we sold 703 locomotives deemed excess and no longer needed for railroad operations. We evaluated these locomotive retirements and concluded they were abnormal (see Note 1). Accordingly, we recorded a $385 million loss to adjust their carrying amount to their estimated fair value, which resulted in a $97 million tax benefit. Capitalized Interest Total interest cost incurred on debt was $657 million, $639 million, and $620 million during 2021, 2020 and 2019, respectively, of which $11 million, $14 million, and $16 million was capitalized during 2021, 2020 and 2019, respectively. |
Current Liabilities
Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Current Liabilities | Current Liabilities December 31, 2021 2020 ($ in millions) Accounts payable: Accounts and wages payable $ 850 $ 552 Casualty and other claims (Note 17) 166 182 Vacation liability 119 121 Due to Conrail (Note 6) 112 56 Other 104 105 Total $ 1,351 $ 1,016 Other current liabilities: Interest payable $ 150 $ 141 Current operating lease liability (Note 10) 82 89 Pension benefit obligations (Note 12) 20 19 Other 60 53 Total $ 312 $ 302 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt maturities are presented below: December 31, 2021 2020 ($ in millions) Notes and debentures, with weighted-average interest rates as of December 31, 2021: 3.40% maturing to 2026 $ 2,699 $ 3,273 4.26% maturing 2027 to 2031 2,614 2,114 4.02% maturing 2037 to 2055 8,097 7,497 5.22% maturing 2097 to 2121 1,384 784 Finance leases 22 25 Discounts, premiums, and debt issuance costs (976) (1,012) Total debt 13,840 12,681 Less current maturities (553) (579) Long-term debt excluding current maturities $ 13,287 $ 12,102 Long-term debt maturities subsequent to 2022 are as follows: 2023 $ 603 2024 403 2025 554 2026 602 2027 and subsequent years 11,125 Total $ 13,287 In August 2021, we issued $600 million of 2.90% senior notes due 2051, resulting in $589 million in net proceeds. In May 2021, we issued $500 million of 2.30% senior notes due 2031, resulting in $495 million in net proceeds and $600 million of 4.10% senior notes due 2121, resulting in $592 million in net proceeds. The net proceeds of the 2.30% senior notes due 2031 will be used to finance or refinance, in whole or in part, new or existing eligible projects with environmental benefits as outlined in our Green Financing Framework. In May 2021, we renewed, amended and restated our accounts receivable securitization program with a maximum borrowing capacity of $400 million. The term expires in May 2022. We had no amounts outstanding under this program and our available borrowing capacity was $400 million at both December 31, 2021 and December 31, 2020. Credit Agreement and Debt Covenants We also have in place and available an $800 million credit agreement expiring in March 2025, which provides for borrowings at prevailing rates and includes covenants. We had no amounts outstanding under this facility at either December 31, 2021 or December 31, 2020, and we are in compliance with all of its covenants. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases We are committed under long-term lease agreements for equipment, lines of road, and other property. We combine lease and non-lease components for new and reassessed leases. Some of these agreements are variable lease agreements that include usage-based payments. These agreements contain payment provisions that depend on an index or rate, initially measured using the index or rate at the lease commencement date, and are therefore not included in our future minimum lease payments. Our long-term lease agreements do not contain any material restrictive covenants. Our equipment leases have remaining terms of less than 1 year to 5 years and our lines of road and land leases have remaining terms of less than 1 year to 136 years. Some of these leases include options to extend the leases for up to 99 years and some include options to terminate the leases within 30 days. Because we are not reasonably certain to exercise these renewal options, the options are not considered in determining the lease term, and associated payments are excluded from future minimum lease payments. Leases with an initial term of twelve months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. Operating lease amounts included on the Consolidated Balance Sheets are as follows: December 31, 2021 2020 ($ in millions) Classification Assets ROU assets Other assets $ 411 $ 433 Liabilities Current lease liabilities Other current liabilities $ 82 $ 89 Non-current lease liabilities Other liabilities 331 344 Total lease liabilities $ 413 $ 433 The components of total lease expense, primarily included in “Purchased services and rents,” are as follows: 2021 2020 ($ in millions) Operating lease expense $ 106 $ 109 Variable lease expense 44 42 Short-term lease expense 9 9 Total lease expense $ 159 $ 160 In March 2019, we entered into a non-cancellable lease for an office building. In 2021, the construction of the office building was completed and the lease commenced. The initial lease term is five years with options to renew, purchase, or sell the office building at the end of the lease term. The lease contains a residual value guarantee of up to eighty-three percent of the total construction cost of $499 million. Other information related to operating leases is as follows: December 31, 2021 2020 Weighted-average remaining lease term (years) on operating leases 7.49 8.18 Weighted-average discount rates on operating leases 3.04 % 3.50 % As the rates implicit in most of our leases are not readily determinable, we use a collateralized incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. We use the portfolio approach and group leases into short-, medium-, and long-term categories, applying the corresponding incremental borrowing rates to these categories. During 2021 and 2020, respectively, ROU assets obtained in exchange for new operating lease liabilities were $57 million and $22 million. Cash paid for amounts included in the measurement of lease liabilities was $103 million and $109 million in 2021 and 2020, respectively, and is included in operating cash flows. Future minimum lease payments under non-cancellable operating leases are as follows: December 31, 2021 ($ in millions) 2022 $ 92 2023 83 2024 73 2025 69 2026 55 2027 and subsequent years 98 Total lease payments 470 Less: Interest 57 Present value of lease liabilities $ 413 December 31, 2020 ($ in millions) 2021 $ 101 2022 76 2023 67 2024 58 2025 57 2026 and subsequent years 145 Total lease payments 504 Less: Interest 71 Present value of lease liabilities $ 433 |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other Liabilities December 31, 2021 2020 ($ in millions) Long-term advances from Conrail (Note 6) $ 534 $ 534 Net pension benefit obligations (Note 12) 338 340 Non-current operating lease liability (Note 10) 331 344 Net other postretirement benefit obligations (Note 12) 244 306 Casualty and other claims (Note 17) 170 169 Deferred compensation 109 107 Other 153 187 Total $ 1,879 $ 1,987 |
Pensions and Other Postretireme
Pensions and Other Postretirement Benefits | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Pensions And Other Postretirement Benefits | Pensions and Other Postretirement Benefits We have both funded and unfunded defined benefit pension plans covering eligible employees. We also provide specified health care benefits to eligible retired employees; these plans can be amended or terminated at our option. Under our self-insured retiree health care plan, for those participants who are not Medicare-eligible, certain health care expenses are covered for retired employees and their dependents, reduced by any deductibles, coinsurance, and, in some cases, coverage provided under other group insurance policies. Eligible retired participants and their spouses who are Medicare-eligible are not covered under the self-insured retiree health care plan, but instead are provided with an employer-funded health reimbursement account which can be used for reimbursement of health insurance premiums or eligible out-of-pocket medical expenses. Pension and Other Postretirement Benefit Obligations and Plan Assets Pension Benefits Other Postretirement 2021 2020 2021 2020 ($ in millions) Change in benefit obligations: Benefit obligation at beginning of year $ 2,845 $ 2,588 $ 471 $ 457 Service cost 43 40 6 6 Interest cost 55 74 7 12 Actuarial (gains) losses (13) 294 (29) 35 Plan amendment (2) — — — Benefits paid (151) (151) (38) (39) Benefit obligation at end of year 2,777 2,845 417 471 Change in plan assets: Fair value of plan assets at beginning of year 2,675 2,462 165 170 Actual return on plan assets 317 345 29 21 Employer contributions 20 19 17 13 Benefits paid (151) (151) (38) (39) Fair value of plan assets at end of year 2,861 2,675 173 165 Funded status at end of year $ 84 $ (170) $ (244) $ (306) Amounts recognized in the Consolidated Balance Sheets: Other assets $ 442 $ 189 $ — $ — Other current liabilities (20) (19) — — Other liabilities (338) (340) (244) (306) Net amount recognized $ 84 $ (170) $ (244) $ (306) Amounts included in accumulated other comprehensive loss (before tax): Net loss $ 666 $ 869 $ 10 $ 57 Prior service benefit (2) — (202) (228) Our accumulated benefit obligation for our defined benefit pension plans is $2.6 billion at both December 31, 2021 and 2020, respectively. Our unfunded pension plans, included above, which in all cases have no assets, had projected benefit obligations of $358 million and $359 million at December 31, 2021 and 2020, respectively, and had accumulated benefit obligations of $332 million and $330 million at December 31, 2021 and 2020, respectively. Pension and Other Postretirement Benefit Cost Components 2021 2020 2019 ($ in millions) Pension benefits: Service cost $ 43 $ 40 $ 35 Interest cost 55 74 93 Expected return on plan assets (193) (190) (179) Amortization of net losses 66 51 43 Amortization of prior service cost — 1 1 Net benefit $ (29) $ (24) $ (7) Other postretirement benefits: Service cost $ 6 $ 6 $ 6 Interest cost 7 12 17 Expected return on plan assets (12) (14) (14) Amortization of net losses 1 — — Amortization of prior service benefit (26) (25) (24) Net benefit $ (24) $ (21) $ (15) Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income 2021 Pension Other ($ in millions) Net gains arising during the year $ (137) $ (46) Prior service effect of plan amendment (2) — Amortization of net losses (66) (1) Amortization of prior service benefit — 26 Total recognized in other comprehensive income $ (205) $ (21) Total recognized in net periodic cost and other comprehensive income $ (234) $ (45) Net gains arising during the year for both pension benefits and other postretirement benefits were due primarily to higher actual returns on plan assets and increases in discount rates. The estimated net losses for the pension plans that will be amortized from accumulated other comprehensive loss into net periodic cost over the next year are $48 million. The estimated net losses and prior service benefit for the other postretirement benefit plans that will be amortized from accumulated other comprehensive loss into net periodic benefit over the next year is $25 million. Pension and Other Postretirement Benefits Assumptions Costs for pension and other postretirement benefits are determined based on actuarial valuations that reflect appropriate assumptions as of the measurement date, ordinarily the beginning of each year. The funded status of the plans is determined using appropriate assumptions as of each year end. A summary of the major assumptions follows: 2021 2020 2019 Pension funded status: Discount rate 2.97 % 2.67 % 3.38 % Future salary increases 4.44 % 4.21 % 4.21 % Other postretirement benefits funded status: Discount rate 2.72 % 2.27 % 3.13 % Pension cost: Discount rate - service cost 3.14 % 3.71 % 4.55 % Discount rate - interest cost 1.95 % 2.92 % 3.99 % Return on assets in plans 8.00 % 8.25 % 8.25 % Future salary increases 4.44 % 4.21 % 4.21 % Other postretirement benefits cost: Discount rate - service cost 2.71 % 3.41 % 4.39 % Discount rate - interest cost 1.57 % 2.69 % 3.83 % Return on assets in plans 7.75 % 8.00 % 8.00 % Health care trend rate 6.00 % 6.25 % 6.50 % To determine the discount rates used to measure our benefit obligations, we utilize analyses in which the projected annual cash flows from the pension and other postretirement benefit plans were matched with yield curves based on an appropriate universe of high-quality corporate bonds. We use the results of the yield curve analyses to select the discount rates that match the payment streams of the benefits in these plans. We use a spot rate approach to estimate the service cost and interest cost components of net periodic benefit cost for our pension and other postretirement benefit plans. Health Care Cost Trend Assumptions For measurement purposes at December 31, 2021, increases in the per capita cost of pre-Medicare covered health care benefits were assumed to be 6.50% for 2022. We assume the rate will ratably decrease to an ultimate rate of 5.0% for 2028 and remain at that level thereafter. Assumed health care cost trend rates affect the amounts reported in the financial statements. To illustrate, a one-percentage point change in the assumed health care cost trend would have the following effects: One-percentage Point Increase Decrease ($ in millions) Increase (decrease) in: Total service and interest cost components $ 1 $ (1) Postretirement benefit obligation 7 (7) Asset Management Eleven investment firms manage our defined benefit pension plan’s assets under investment guidelines approved by our Benefits Investment Committee that is composed of members of our management. Investments are restricted to domestic and international equity securities, domestic and international fixed income securities, and unleveraged exchange-traded options and financial futures. Limitations restrict investment concentration and use of certain derivative investments. The target asset allocation for equity is 75% of the pension plan’s assets. Fixed income investments must consist predominantly of securities rated investment grade or higher. Equity investments must be in liquid securities listed on national exchanges. No investment is permitted in our securities (except through commingled pension trust funds). Our pension plan’s weighted-average asset allocations, by asset category, were as follows: Percentage of Plan 2021 2020 Domestic equity securities 52 % 52 % Debt securities 24 % 22 % International equity securities 23 % 24 % Cash and cash equivalents 1 % 2 % Total 100 % 100 % The other postretirement benefit plan assets consist primarily of trust-owned variable life insurance policies with an asset allocation at December 31, 2021 of 65% in equity securities and 35% in debt securities compared with 68% in equity securities and 32% in debt securities at December 31, 2020. The target asset allocation for equity is between 50% and 75% of the plan’s assets. The plans’ assumed future returns are based principally on the asset allocations and historical returns for the plans’ asset classes determined from both actual plan returns and, over longer time periods, expected market returns for those asset classes. For 2022, we assume an 8.00% return on pension plan assets. Fair Value of Plan Assets The following is a description of the valuation methodologies used for pension plan assets measured at fair value. Common stock: Shares held by the plan at year end are valued at the official closing price as defined by the exchange or at the most recent trade price of the security at the close of the active market. Common collective trusts: The readily determinable fair value is based on the published fair value per unit of the trusts. The common collective trusts hold equity securities, fixed income securities and cash and cash equivalents. Fixed income securities: Valued based on quotes received from independent pricing services or at an estimated price at which a dealer would pay for the security at year end using observable market-based inputs. Commingled funds: The readily determinable fair value is based on the published fair value per unit of the funds. The commingled funds hold equity securities. Cash and cash equivalents: Short-term Treasury bills or notes are valued at an estimated price at which a dealer would pay for the security at year end using observable market-based inputs; money market funds are valued at the closing price reported on the active market on which the funds are traded. The following table sets forth the pension plan’s assets by valuation technique level, within the fair value hierarchy. There were no level 3 valued assets at December 31, 2021 or 2020. December 31, 2021 Level 1 Level 2 Total ($ in millions) Common stock $ 1,383 $ — $ 1,383 Common collective trusts: International equity securities — 397 397 Debt securities — 367 367 Domestic equity securities — 189 189 Fixed income securities: Government and agencies securities — 170 170 Corporate bonds — 120 120 Mortgage and other asset-backed securities — 33 33 Commingled funds — 160 160 Cash and cash equivalents 42 — 42 Total investments $ 1,425 $ 1,436 $ 2,861 December 31, 2020 Level 1 Level 2 Total ($ in millions) Common stock $ 1,483 $ — $ 1,483 Common collective trusts: International equity securities — 399 399 Debt securities — 297 297 Fixed income securities: Government and agencies securities — 146 146 Corporate bonds — 117 117 Mortgage and other asset-backed securities — 24 24 Commingled funds — 149 149 Cash and cash equivalents 60 — 60 Total investments $ 1,543 $ 1,132 $ 2,675 The following is a description of the valuation methodologies used for other postretirement benefit plan assets measured at fair value. Trust-owned life insurance: Valued at our share of the net assets of trust-owned life insurance issued by a major insurance company. The underlying investments of that trust consist of a U.S. stock account and a U.S. bond account but may retain cash at times as well. The U.S. stock account and U.S. bond account are valued based on readily determinable fair values. The other postretirement benefit plan assets consisted of trust-owned life insurance with fair values of $173 million and $165 million at December 31, 2021 and 2020, respectively, and are valued under level 2 of the fair value hierarchy. There were no level 1 or level 3 valued assets. Contributions and Estimated Future Benefit Payments In 2022, we expect to contribute approximately $20 million to our unfunded pension plans for payments to pensioners and approximately $34 million to our other postretirement benefit plans for retiree health and death benefits. We do not expect to contribute to our funded pension plan in 2022. Benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows: Pension Other Postretirement Benefits ($ in millions) 2022 $ 148 $ 34 2023 148 32 2024 148 31 2025 147 30 2026 147 29 Years 2027 – 2031 738 134 Other Postretirement Coverage Under collective bargaining agreements, Norfolk Southern and certain subsidiaries participate in a multi-employer benefit plan, which provides certain postretirement health care and life insurance benefits to eligible craft employees. Premiums under this plan are expensed as incurred and totaled $21 million in 2021, $22 million in 2020, and $31 million in 2019. Section 401(k) Plans Norfolk Southern and certain subsidiaries provide Section 401(k) savings plans for employees. Under the plans, we match a portion of employee contributions, subject to applicable limitations. Our matching contributions, recorded as an expense, totaled $23 million in 2021, $21 million in 2020, and $22 million in 2019. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Under the stockholder-approved LTIP, the Compensation Committee (Committee), which is made up of nonemployee members of the Board, or the Chief Executive Officer (when delegated authority by such Committee), may grant stock options, stock appreciation rights (SARs), restricted stock units (RSUs), restricted shares, performance share units (PSUs), and performance shares, up to a maximum of 104,125,000 shares of our Common Stock, of which 8,609,075 remain available for future grants as of December 31, 2021. The number of shares remaining for issuance under the LTIP is reduced (i) by 1 for each award granted as a stock option or stock-settled SAR, or (ii) by 1.61 for an award made in the form other than a stock option or stock-settled SAR. Under the Board-approved Thoroughbred Stock Option Plan (TSOP), the Committee may grant stock options up to a maximum of 6,000,000 shares of Common Stock. We use newly issued shares to satisfy any exercises and awards under the LTIP and the TSOP. The LTIP also permits the payment, on a current or a deferred basis and in cash or in stock, of dividend equivalents on shares of Common Stock covered by stock options, RSUs, or PSUs in an amount commensurate with regular quarterly dividends paid on Common Stock. With respect to stock options, if employment of the participant is terminated for any reason, including retirement, disability, or death, we have no further obligation to make any dividend equivalent payments. Regarding RSUs, we have no further obligation to make any dividend equivalent payments unless employment of the participant is terminated as a result of qualifying retirement or disability. Should an employee terminate employment, they are not required to forfeit dividend equivalent payments already received. Outstanding PSUs do not receive dividend equivalent payments. The Committee granted stock options, RSUs and PSUs pursuant to the LTIP for the last three years as follows: 2021 2020 2019 Granted Weighted- Average Grant-Date Fair Value Granted Weighted- Average Grant-Date Fair Value Granted Weighted- Average Grant-Date Fair Value Stock options 42,770 $ 62.49 43,770 $ 52.05 47,360 $ 45.74 RSUs 183,093 240.09 178,190 210.11 219,710 164.47 PSUs 50,100 240.72 78,830 212.66 102,250 160.97 Recipients of certain RSUs and PSUs pursuant to the LTIP who retire prior to October 1st will forfeit awards received in the current year. Receipt of certain LTIP awards is contingent on the recipient having executed a non-compete agreement with the company. We account for our grants of stock options, RSUs, PSUs, and dividend equivalent payments in accordance with FASB ASC 718, “ Compensation - Stock Compensation .” Accordingly, all awards result in charges to net income while dividend equivalent payments, which are all related to equity classified awards, are charged to retained income. Compensation cost for the awards is recognized on a straight-line basis over the requisite service period for the entire award. Related compensation costs and tax benefits during the years were: 2021 2020 2019 ($ in millions) Stock-based compensation expense $ 54 $ 28 $ 53 Total tax benefit 34 44 37 Stock Options Option exercise prices will be at least the higher of (i) the average of the high and low prices at which Common Stock is traded on the grant date, or (ii) the closing price of Common Stock on the grant date. All options are subject to a vesting period of at least one year, and the term of the option will not exceed ten years. Holders of the options granted under the LTIP who remain actively employed receive cash dividend equivalent payments for four years in an amount equal to the regular quarterly dividends paid on Common Stock. For all years, options granted under the LTIP and the TSOP may not be exercised prior to the fourth and third anniversaries of the date of grant, respectively, or if the optionee retires or dies before that anniversary date, may not be exercised before the later of one year after the grant date or the date of the optionee’s retirement or death. The fair value of each option awarded was measured on the date of grant using the Black-Scholes valuation model. Expected volatility is based on implied volatility from traded options on, and historical volatility of, Common Stock. Historical data is used to estimate option exercises and employee terminations within the valuation model. Historical exercise data is used to estimate the average expected option term. The average risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. A dividend yield of zero was used for the LTIP options during the vesting period. For 2021, 2020, and 2019, a dividend yield of 1.64%, 1.76%, and 2.06%, respectively, was used for all vested LTIP options. The assumptions for the LTIP grants for the last three years are shown in the following table: 2021 2020 2019 Average expected volatility 26 % 22 % 23 % Average risk-free interest rate 0.75 % 1.47 % 2.56 % Average expected option term 7.5 years 7.5 years 7.2 years A summary of changes in stock options is presented below: Stock Weighted- Average Exercise Price Outstanding at December 31, 2020 1,526,125 $ 98.17 Granted 42,770 241.79 Exercised (470,632) 91.66 Forfeited (2,368) 94.31 Outstanding at December 31, 2021 1,095,895 106.58 The aggregate intrinsic value of options outstanding at December 31, 2021 was $209 million with a weighted-average remaining contractual term of 4.1 years. Of these options outstanding, 953,680 were exercisable and had an aggregate intrinsic value of $196 million with a weighted-average exercise price of $92.43 and a weighted-average remaining contractual term of 2.5 years. The following table provides information related to options exercised for the last three years: 2021 2020 2019 ($ in millions) Options exercised 470,632 1,171,786 770,597 Total intrinsic value $ 83 $ 144 $ 86 Cash received upon exercise 42 98 53 Related tax benefits realized 17 29 18 At December 31, 2021, total unrecognized compensation related to options granted under the LTIP was $1 million, and is expected to be recognized over a weighted-average period of approximately 2.6 years. Restricted Stock Units RSUs granted primarily have a four-year ratable restriction period and will be settled through the issuance of shares of Common Stock. Certain RSU grants include cash dividend equivalent payments during the restriction period in an amount equal to regular quarterly dividends paid on Common Stock. 2021 2020 2019 ($ in millions) RSUs vested 260,307 204,665 166,197 Common Stock issued net of tax withholding 184,319 146,047 119,346 Related tax benefits realized $ 7 $ 4 $ 2 A summary of changes in RSUs is presented below: RSUs Weighted- Nonvested at December 31, 2020 600,240 $ 148.29 Granted 183,093 240.09 Vested (260,307) 121.84 Forfeited (21,923) 201.84 Nonvested at December 31, 2021 501,103 193.23 At December 31, 2021, total unrecognized compensation related to RSUs was $34 million, and is expected to be recognized over a weighted-average period of approximately 2.6 years. Performance Share Units PSUs provide for awards based on the achievement of certain predetermined corporate performance goals at the end of a three-year cycle and are settled through the issuance of shares of Common Stock. All PSUs will earn out based on the achievement of performance conditions and some will also earn out based on a market condition. The market condition fair value was measured on the date of grant using a Monte Carlo simulation model. 2021 2020 2019 ($ in millions) PSUs earned 78,727 235,935 331,099 Common Stock issued net of tax withholding 49,967 156,477 221,241 Related tax benefits realized $ 1 $ 7 $ 9 A summary of changes in PSUs is presented below: PSUs Weighted- Balance at December 31, 2020 240,100 $ 171.34 Granted 50,100 240.72 Earned (78,727) 147.75 Unearned (4,143) 147.75 Forfeited (4,400) 207.40 Balance at December 31, 2021 202,930 197.33 At December 31, 2021, total unrecognized compensation related to PSUs granted under the LTIP was $4 million, and is expected to be recognized over a weighted-average period of approximately 1.7 years. Shares Available and Issued Shares of Common Stock available for future grants and issued in connection with all features of the LTIP and the TSOP at December 31, were as follows: 2021 2020 2019 Available for future grants: LTIP 8,609,075 8,995,582 9,294,726 TSOP 435,867 435,699 434,401 Issued: LTIP 632,279 1,270,208 852,869 TSOP 72,639 204,102 258,315 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock Common Stock is reported net of shares held by our consolidated subsidiaries (Treasury Shares). Treasury Shares at December 31, 2021 and 2020 amounted to 20,320,777, with a cost of $19 million at both dates. Accumulated Other Comprehensive Loss The components of “Other comprehensive income (loss)” reported in the Consolidated Statements of Comprehensive Income and changes in the cumulative balances of “Accumulated other comprehensive loss” reported in the Consolidated Balance Sheets consisted of the following: Balance Net Income Reclassification Balance ($ in millions) Year ended December 31, 2021 Pensions and other postretirement liabilities $ (526) $ 139 $ 31 $ (356) Other comprehensive income of equity investees (68) 22 — (46) Accumulated other comprehensive loss $ (594) $ 161 $ 31 $ (402) Year ended December 31, 2020 Pensions and other postretirement liabilities $ (421) $ (125) $ 20 $ (526) Other comprehensive income of equity investees (70) 2 — (68) Accumulated other comprehensive loss $ (491) $ (123) $ 20 $ (594) Other Comprehensive Income (Loss) “Other comprehensive income (loss)” reported in the Consolidated Statements of Comprehensive Income consisted of the following: Pretax Tax Net-of-Tax ($ in millions) Year ended December 31, 2021 Net gain arising during the year: Pensions and other postretirement benefits $ 185 $ (46) $ 139 Reclassification adjustments for costs included in net income 41 (10) 31 Subtotal 226 (56) 170 Other comprehensive income of equity investees 24 (2) 22 Other comprehensive income $ 250 $ (58) $ 192 Year ended December 31, 2020 Net loss arising during the year: Pensions and other postretirement benefits $ (167) $ 42 $ (125) Reclassification adjustments for costs included in net income 27 (7) 20 Subtotal (140) 35 (105) Other comprehensive income of equity investees 2 — 2 Other comprehensive loss $ (138) $ 35 $ (103) Year ended December 31, 2019 Net gain arising during the year: Pensions and other postretirement benefits $ 81 $ (20) $ 61 Reclassification adjustments for costs included in net income 20 (5) 15 Subtotal 101 (25) 76 Other comprehensive loss of equity investees (4) — (4) Other comprehensive income $ 97 $ (25) $ 72 |
Stock Repurchase Programs
Stock Repurchase Programs | 12 Months Ended |
Dec. 31, 2021 | |
Stock Repurchase Program [Abstract] | |
Stock Repurchase Programs | Stock Repurchase Programs We repurchased and retired 12.7 million, 7.4 million, and 11.3 million shares of Common Stock under our stock repurchase programs in 2021, 2020, and 2019, respectively, at a cost of $3.4 billion, $1.4 billion, and $2.1 billion, respectively. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table sets forth the calculation of basic and diluted earnings per share: Basic Diluted 2021 2020 2019 2021 2020 2019 ($ in millions except per share amounts, shares in millions) Net income $ 3,005 $ 2,013 $ 2,722 $ 3,005 $ 2,013 $ 2,722 Dividend equivalent payments (2) (3) (5) — (2) — Income available to common stockholders $ 3,003 $ 2,010 $ 2,717 $ 3,005 $ 2,011 $ 2,722 Weighted-average shares outstanding 246.9 255.1 263.3 246.9 255.1 263.3 Dilutive effect of outstanding options and share-settled awards 1.2 1.5 2.3 Adjusted weighted-average shares outstanding 248.1 256.6 265.6 Earnings per share $ 12.16 $ 7.88 $ 10.32 $ 12.11 $ 7.84 $ 10.25 In each year, dividend equivalent payments were made to holders of stock options and RSUs. For purposes of computing basic earnings per share, dividend equivalent payments made to holders of stock options and RSUs were deducted from net income to determine income available to common stockholders. For purposes of computing diluted earnings per share, we evaluate on a grant-by-grant basis those stock options and RSUs receiving dividend equivalent payments under the two-class and treasury stock methods to determine which method is more dilutive for each grant. For those grants for which the two-class method was more dilutive, net income was reduced by dividend equivalent payments to determine income available to common stockholders. There are no options excluded from the dilution calculations due to exercise prices exceeding the average market price of Common Stock for each of the years ended December 31, 2021, 2020, and 2019. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lawsuits We and/or certain subsidiaries are defendants in numerous lawsuits and other claims relating principally to railroad operations. When we conclude that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, it is accrued through a charge to earnings and, if material, disclosed below. While the ultimate amount of liability incurred in any of these lawsuits and claims is dependent on future developments, in our opinion, the recorded liability is adequate to cover the future payment of such liability and claims. However, the final outcome of any of these lawsuits and claims cannot be predicted with certainty, and unfavorable or unexpected outcomes could result in additional accruals that could be significant to results of operations in a particular year or quarter. Any adjustments to the recorded liability will be reflected in earnings in the periods in which such adjustments become known. For lawsuits and other claims where a loss may be reasonably possible, but not probable, or is probable but not reasonably estimable, no accrual is established but the matter, if potentially material, is disclosed below. We routinely review relevant information with respect to our lawsuits and other claims and update our accruals, disclosures and estimates of reasonably possible loss based on such reviews. In 2007, various antitrust class actions filed against us and other Class I railroads in various Federal district courts regarding fuel surcharges were consolidated in the District of Columbia by the Judicial Panel on Multidistrict Litigation. In 2012, the court certified the case as a class action. The defendant railroads appealed this certification, and the Court of Appeals for the District of Columbia vacated the District Court’s decision and remanded the case for further consideration. On October 10, 2017, the District Court denied class certification. The decision was upheld by the Court of Appeals on August 16, 2019. Since that decision, various individual cases have been filed in multiple jurisdictions and also consolidated in the District of Columbia. We believe the allegations in the complaints are without merit and intend to vigorously defend the cases. We do not believe the outcome of these proceedings will have a material effect on our financial position, results of operations, or liquidity. In 2018, a lawsuit was filed against one of our subsidiaries by the minority owner in a jointly-owned terminal railroad company in which our subsidiary has the majority ownership. The lawsuit alleged violations of various state laws and federal antitrust laws. It is reasonably possible that we could incur a loss in the case; however, we intend to vigorously defend the case and believe that we will prevail. The potential range of loss cannot be estimated at this time. Casualty Claims Casualty claims include employee personal injury and occupational claims as well as third-party claims, all exclusive of legal costs. To aid in valuing our personal injury liability and determining the amount to accrue with respect to such claims during the year, we utilize studies prepared by an independent consulting actuarial firm. Job-related personal injury and occupational claims are subject to FELA, which is applicable only to railroads. The variability inherent in FELA’s fault-based tort system could result in actual costs being different from the liability recorded. While the ultimate amount of claims incurred is dependent on future developments, in our opinion, the recorded liability is adequate to cover the future payments of claims and is supported by the most recent actuarial study. In all cases, we record a liability when the expected loss for the claim is both probable and reasonably estimable. Employee personal injury claims – The largest component of claims expense is employee personal injury costs. The independent actuarial firm we engage provides quarterly studies to aid in valuing our employee personal injury liability and estimating personal injury expense. The actuarial firm studies our historical patterns of reserving for claims and subsequent settlements, taking into account relevant outside influences. The actuarial firm uses the results of these analyses to estimate the ultimate amount of liability. We adjust the liability quarterly based upon our assessment and the results of the study. The accuracy of our estimate of the liability is subject to inherent limitation given the difficulty of predicting future events such as jury decisions, court interpretations, or legislative changes. As a result, actual claim settlements may vary from the estimated liability recorded. Occupational claims – Occupational claims include injuries and illnesses alleged to be caused by exposures which occur over time as opposed to injuries or illnesses caused by a specific accident or event. Types of occupational claims commonly seen allege exposure to asbestos and other claimed toxic substances resulting in respiratory diseases or cancer. Many such claims are being asserted by former or retired employees, some of whom have not been employed in the rail industry for decades. The independent actuarial firm provides an estimate of the occupational claims liability based upon our history of claim filings, severity, payments, and other pertinent facts. The liability is dependent upon judgments we make as to the specific case reserves as well as judgments of the actuarial firm in the quarterly studies. Our estimate of ultimate loss includes a provision for those claims that have been incurred but not reported. This provision is derived by analyzing industry data and projecting our experience. We adjust the liability quarterly based upon our assessment and the results of the study. However, it is possible that the recorded liability may not be adequate to cover the future payment of claims. Adjustments to the recorded liability are reflected in operating expenses in the periods in which such adjustments become known. Third-party claims – We record a liability for third-party claims including those for highway crossing accidents, trespasser and other injuries, property damage, and lading damage. The actuarial firm assists us with the calculation of potential liability for third-party claims, except lading damage, based upon our experience including the number and timing of incidents, amount of payments, settlement rates, number of open claims, and legal defenses. We adjust the liability quarterly based upon our assessment and the results of the study. Given the inherent uncertainty in regard to the ultimate outcome of third-party claims, it is possible that the actual loss may differ from the estimated liability recorded. Environmental Matters We are subject to various jurisdictions’ environmental laws and regulations. We record a liability where such liability or loss is probable and reasonably estimable. Environmental specialists regularly participate in ongoing evaluations of all known sites and in determining any necessary adjustments to liability estimates. Our Consolidated Balance Sheets include liabilities for environmental exposures of $49 million at December 31, 2021, and $54 million at December 31, 2020, of which $15 million is classified as a current liability at the end of both 2021 and 2020. At December 31, 2021, the liability represents our estimates of the probable cleanup, investigation, and remediation costs based on available information at 88 known locations and projects compared with 100 locations and projects at December 31, 2020. At December 31, 2021, sixteen sites accounted for $36 million of the liability, and no individual site was considered to be material. We anticipate that most of this liability will be paid out over five years; however, some costs will be paid out over a longer period. At eight locations, one or more of our subsidiaries in conjunction with a number of other parties have been identified as potentially responsible parties under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or comparable state statutes that impose joint and several liability for cleanup costs. We calculate our estimated liability for these sites based on facts and legal defenses applicable to each site and not solely on the basis of the potential for joint liability. With respect to known environmental sites (whether identified by us or by the Environmental Protection Agency or comparable state authorities), estimates of our ultimate potential financial exposure for a given site or in the aggregate for all such sites can change over time because of the widely varying costs of currently available cleanup techniques, unpredictable contaminant recovery and reduction rates associated with available cleanup technologies, the likely development of new cleanup technologies, the difficulty of determining in advance the nature and full extent of contamination and each potential participant’s share of any estimated loss (and that participant’s ability to bear it), and evolving statutory and regulatory standards governing liability. The risk of incurring environmental liability for acts and omissions, past, present, and future, is inherent in the railroad business. Some of the commodities we transport, particularly those classified as hazardous materials, pose special risks that we work diligently to reduce. In addition, several of our subsidiaries own, or have owned, land used as operating property, or which is leased and operated by others, or held for sale. Because environmental problems that are latent or undisclosed may exist on these properties, there can be no assurance that we will not incur environmental liabilities or costs with respect to one or more of them, the amount and materiality of which cannot be estimated reliably at this time. Moreover, lawsuits and claims involving these and potentially other unidentified environmental sites and matters are likely to arise from time to time. The resulting liabilities could have a significant effect on financial position, results of operations, or liquidity in a particular year or quarter. Based on our assessment of the facts and circumstances now known, we believe we have recorded the probable and reasonably estimable costs for dealing with those environmental matters of which we are aware. Further, we believe that it is unlikely that any known matters, either individually or in the aggregate, will have a material adverse effect on our financial position, results of operations, or liquidity. Insurance We purchase insurance covering legal liabilities for bodily injury and property damage to third parties. This insurance provides coverage above $75 million and below $800 million ($1.1 billion for specific perils) per occurrence and/or policy year. In addition, we purchase insurance covering damage to property owned by us or in our care, custody, or control. This insurance covers 87% of potential losses above $75 million and below $275 million per occurrence and/or policy year. Purchase Commitments At December 31, 2021, we had outstanding purchase commitments totaling $916 million through 2030 for locomotives, track material, long-term service contracts, track and yard expansion projects in connection with our capital programs, freight cars and containers. Change-In-Control Arrangements We have compensation agreements with certain officers and key employees that become operative only upon a change in control of Norfolk Southern, as defined in those agreements. The agreements provide generally for payments based on compensation at the time of a covered individual’s involuntary or other specified termination and for certain other benefits. Indemnifications |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | Norfolk Southern Corporation and Subsidiaries Valuation and Qualifying Accounts Years ended December 31, 2021, 2020, and 2019 ($ in millions) Additions charged to: Beginning Expenses Other Accounts Deductions Ending Year ended December 31, 2021 Current portion of casualty and other claims included in accounts payable $ 182 $ 20 $ 80 (2) $ 116 (3) $ 166 Casualty and other claims included in other liabilities 169 77 (1) — 76 (4) 170 Year ended December 31, 2020 Current portion of casualty and other claims included in accounts payable $ 212 $ 27 $ 81 (2) $ 138 (3) $ 182 Casualty and other claims included in other liabilities 171 80 (1) — 82 (4) 169 Year ended December 31, 2019 Current portion of casualty and other claims included in accounts payable $ 213 $ 22 $ 131 (2) $ 154 (3) $ 212 Casualty and other claims included in other liabilities 158 89 (1) — 76 (4) 171 (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 from other accounts. (3) Payments and reclassifications to/from accounts payable. (4) Payments and reclassifications to/from other liabilities. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Norfolk Southern Corporation is a Georgia-based holding company engaged principally in the rail transportation business, operating 19,300 route miles primarily in the Southeast, East, and Midwest. These consolidated financial statements include Norfolk Southern and its majority-owned and controlled subsidiaries (collectively, NS, we, us, and our). Norfolk Southern’s major subsidiary is NSR. All significant intercompany balances and transactions have been eliminated in consolidation. NSR and its railroad subsidiaries transport raw materials, intermediate products, and finished goods classified in the following commodity groups (percent of total railway operating revenues in 2021): intermodal (28%); agriculture, forest and consumer products (20%); chemicals (18%); metals and construction (14%); coal (12%); and automotive (8%). Although most of our customers are domestic, ultimate points of origination or destination for some of the products transported (particularly coal bound for export and some intermodal shipments) may be outside the U.S. Approximately 80% of our railroad employees are covered by collective bargaining agreements with various labor unions. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We periodically review our estimates, including those related to the recoverability and useful lives of assets, as well as liabilities for litigation, environmental remediation, casualty claims, income taxes and pension and other postretirement benefits. Changes in facts and circumstances may result in revised estimates. |
Revenue Recognition | Revenue Recognition |
Cash Equivalents | Cash Equivalents “Cash equivalents” are highly liquid investments purchased three months or less from maturity. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Our allowance for doubtful accounts was $8 million and $6 million at December 31, 2021 and 2020, respectively. To determine our allowance for doubtful accounts, we evaluate historical loss experience (which has not been significant), the characteristics of current accounts, and general economic conditions and trends. |
Materials and Supplies | Materials and Supplies “Materials and supplies,” consisting mainly of items for maintenance of property and equipment, are stated at the lower of average cost or net realizable value. The cost of materials and supplies expected to be used in property additions or improvements is included in “Properties.” |
Investments | Investments Investments in entities over which we have the ability to exercise significant influence but do not control the entity are accounted for using the equity method, whereby the investment is carried at the cost of the acquisition plus our equity in undistributed earnings or losses since acquisition. |
Properties | Properties “Properties” are stated principally at cost and are depreciated using the group method whereby assets with similar characteristics, use, and expected lives are grouped together in asset classes and depreciated using a composite depreciation rate. This methodology treats each asset class as a pool of resources, not as singular items. We use approximately 75 depreciable asset classes. Depreciation expense is based on our assumptions concerning expected service lives of our properties as well as the expected net salvage that will be received upon their retirement. In developing these assumptions, we utilize periodic depreciation studies that are performed by an independent outside firm of consulting engineers and approved by the STB. Our depreciation studies are conducted about every three years for equipment and every six years for track assets and other roadway property. The frequency of these studies is consistent with guidelines established by the STB. We adjust our rates based on the results of these studies and implement the changes prospectively. The studies may also indicate that the recorded amount of accumulated depreciation is deficient (or in excess) of the amount indicated by the study. Any such deficiency (or excess) is amortized as a component of depreciation expense over the remaining service lives of the affected class of property, as determined by the study. Key factors that are considered in developing average service life and salvage estimates include: • 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. The composite depreciation rate for rail in high density corridors is derived based on consideration of annual gross tons as compared to the total or ultimate capacity of rail in these corridors. Our experience has shown that traffic density is a leading factor in the determination of the expected service life of rail in high density corridors. In developing the respective depreciation rate, consideration is also given to several rail characteristics including age, weight, condition (new or second-hand) and type (curved or straight). We capitalize interest on major projects during the period of their construction. Expenditures, including those on leased assets, that extend an asset’s useful life or increase its utility are capitalized. Expenditures capitalized include those that are directly related to a capital project and may include materials, labor, and other direct costs, in addition to an allocable portion of indirect costs that relate to a capital project. A significant portion of our annual capital spending relates to self-constructed assets. Removal activities occur in conjunction with replacement and are estimated based on the average percentage of time employees replacing assets spend on removal functions. Costs related to repairs and maintenance activities that, in our judgment, do not extend an asset’s useful life or increase its utility are expensed when such repairs are performed. When depreciable operating road and equipment assets are sold or retired in the ordinary course of business, the cost of the assets, net of sales proceeds or salvage, is charged to accumulated depreciation, and no gain or loss is recognized in earnings. Actual historical cost values are retired when available, such as with most equipment assets. The use of estimates in recording the retirement of certain roadway assets is necessary based on the impracticality of tracking individual asset costs. When retiring rail, ties and ballast, we use statistical curves that indicate the relative distribution of the age of the assets retired. The historical cost of other roadway assets is estimated using a combination of inflation indices specific to the rail industry and those published by the U.S. Bureau of Labor Statistics. The indices are applied to the replacement value based on the age of the retired assets. These indices are used because they closely correlate with the costs of roadway assets. Gains and losses on disposal of operating land are included in “Materials and other” expenses. Gains and losses on disposal of nonoperating land and nonrail assets are included in “Other income – net” since such income is not a product of our railroad operations. A retirement is considered abnormal if it does not occur in the ordinary course of business, if it relates to disposition of a large segment of an asset class and if the retirement varies significantly from the retirement profile identified through our depreciation studies, which inherently consider the impact of normal retirements on expected service lives and depreciation rates. Gains or losses from abnormal retirements are recognized in income from railway operations. We review the carrying amount of properties whenever events or changes in circumstances indicate that such carrying amount may not be recoverable based on future undiscounted cash flows. Assets that are deemed impaired as a result of such review are recorded at the lower of carrying amount or fair value. |
New Accounting Pronouncements | New Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, “ Credit Losses - Measurement of Credit Losses on Financial Instruments, ” which replaced the current incurred loss impairment method with a method that reflects expected credit losses. Short-term and long-term financial assets, as defined by the standard, are impacted by immediate recognition of estimated credit losses in the financial statements, reflecting the net amount expected to be collected. Historically, losses associated from the inability to collect on accounts receivable have been insignificant, with little divergence in collection trends through varying economic cycles. We adopted the standard on January 1, 2020 and there was no material impact to the financial statements upon adoption. In December 2019, the FASB issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes, |
Railway Operating Revenues (Tab
Railway Operating Revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates our revenues by major commodity group: 2021 2020 2019 ($ in millions) Merchandise: Agriculture, forest and consumer products $ 2,251 $ 2,116 $ 2,256 Chemicals 1,951 1,809 2,092 Metals and construction 1,562 1,333 1,461 Automotive 905 830 994 Merchandise 6,669 6,088 6,803 Intermodal 3,163 2,654 2,824 Coal 1,310 1,047 1,669 Total $ 11,142 $ 9,789 $ 11,296 |
Schedule of Accounts Receivable | “Accounts receivable – net” on the Consolidated Balance Sheets includes both customer and non-customer receivables as follows: December 31, 2021 2020 ($ in millions) Customer $ 741 $ 629 Non-customer 235 219 Accounts receivable – net $ 976 $ 848 |
Other Income - Net (Tables)
Other Income - Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other Income - Net | 2021 2020 2019 ($ in millions) Pension and other postretirement benefits (Note 12) $ 102 $ 91 $ 63 COLI – net 17 85 69 Other (42) (23) (26) Total $ 77 $ 153 $ 106 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Provisions for Income Taxes | 2021 2020 2019 ($ in millions) Current: Federal $ 553 $ 307 $ 356 State 136 68 83 Total current taxes 689 375 439 Deferred: Federal 186 111 280 State (2) 31 50 Total deferred taxes 184 142 330 Income taxes $ 873 $ 517 $ 769 |
Reconciliation of Statutory Rate to Effective Rate | “Income taxes” on the Consolidated Statements of Income differs from the amounts computed by applying the statutory federal corporate tax rate as follows: 2021 2020 2019 Amount % Amount % Amount % ($ in millions) Federal income tax at statutory rate $ 814 21.0 $ 531 21.0 $ 733 21.0 State income taxes, net of federal tax effect 109 2.8 85 3.3 110 3.1 Excess tax benefits on stock-based compensation (25) (0.6) (39) (1.5) (29) (0.8) Other, net (25) (0.7) (60) (2.4) (45) (1.3) Income taxes $ 873 22.5 $ 517 20.4 $ 769 22.0 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: December 31, 2021 2020 ($ in millions) Deferred tax assets: Compensation and benefits, including postretirement benefits $ 181 $ 218 Accruals, including casualty and other claims 92 93 Other 188 198 Total gross deferred tax assets 461 509 Less valuation allowance (60) (57) Net deferred tax assets 401 452 Deferred tax liabilities: Property (7,016) (6,820) Other (550) (554) Total deferred tax liabilities (7,566) (7,374) Deferred income taxes $ (7,165) $ (6,922) |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: December 31, 2021 2020 ($ in millions) Balance at beginning of year $ 22 $ 24 Additions based on tax positions related to the current year 3 4 Additions for tax positions of prior years 3 — Settlements with taxing authorities (5) (4) Lapse of statutes of limitations (2) (2) Balance at end of year $ 21 $ 22 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Amounts and Estimated Fair Values | The carrying amounts and estimated fair values, based on Level 1 inputs, of long-term debt consist of the following at December 31: 2021 2020 Carrying Fair Carrying Fair ($ in millions) Long-term debt, including current maturities $ (13,840) $ (17,033) $ (12,681) $ (16,664) |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments [Abstract] | |
Investments | December 31, 2021 2020 ($ in millions) Long-term investments: Equity method investments: Conrail $ 1,526 $ 1,446 TTX Company 851 798 Other 420 418 Total equity method investments 2,797 2,662 COLI at net cash surrender value 885 902 Other investments 25 26 Total long-term investments $ 3,707 $ 3,590 |
Properties (Tables)
Properties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Properties | Accumulated Net Book Depreciation December 31, 2021 Cost Depreciation Value Rate (1) ($ in millions) Land $ 2,453 $ — $ 2,453 — Roadway: Rail and other track material 7,330 (1,907) 5,423 2.40 % Ties 5,779 (1,642) 4,137 3.44 % Ballast 3,041 (818) 2,223 2.79 % Construction in process 339 — 339 — Other roadway 14,111 (3,733) 10,378 2.69 % Total roadway 30,600 (8,100) 22,500 Equipment: Locomotives 5,695 (1,994) 3,701 3.87 % Freight cars 2,701 (1,009) 1,692 2.59 % Computers and software 893 (438) 455 10.34 % Construction in process 164 — 164 — Other equipment 1,088 (420) 668 4.63 % Total equipment 10,541 (3,861) 6,680 Other property 90 (70) 20 2.25 % Total properties $ 43,684 $ (12,031) $ 31,653 Accumulated Net Book Depreciation December 31, 2020 Cost Depreciation Value Rate (1) ($ in millions) Land $ 2,394 $ — $ 2,394 — Roadway: Rail and other track material 7,153 (1,892) 5,261 2.35 % Ties 5,685 (1,601) 4,084 3.41 % Ballast 2,973 (774) 2,199 2.76 % Construction in process 297 — 297 — Other roadway 14,320 (3,926) 10,394 2.71 % Total roadway 30,428 (8,193) 22,235 Equipment: Locomotives 5,478 (1,911) 3,567 3.56 % Freight cars 2,780 (1,023) 1,757 2.59 % Computers and software 732 (391) 341 9.86 % Construction in process 333 — 333 — Other equipment 1,094 (399) 695 4.70 % Total equipment 10,417 (3,724) 6,693 Other property 91 (68) 23 2.24 % Total properties $ 43,330 $ (11,985) $ 31,345 (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. |
Current Liabilities (Tables)
Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Current Liabilities | December 31, 2021 2020 ($ in millions) Accounts payable: Accounts and wages payable $ 850 $ 552 Casualty and other claims (Note 17) 166 182 Vacation liability 119 121 Due to Conrail (Note 6) 112 56 Other 104 105 Total $ 1,351 $ 1,016 Other current liabilities: Interest payable $ 150 $ 141 Current operating lease liability (Note 10) 82 89 Pension benefit obligations (Note 12) 20 19 Other 60 53 Total $ 312 $ 302 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt With Interest Rates and Maturities | Debt maturities are presented below: December 31, 2021 2020 ($ in millions) Notes and debentures, with weighted-average interest rates as of December 31, 2021: 3.40% maturing to 2026 $ 2,699 $ 3,273 4.26% maturing 2027 to 2031 2,614 2,114 4.02% maturing 2037 to 2055 8,097 7,497 5.22% maturing 2097 to 2121 1,384 784 Finance leases 22 25 Discounts, premiums, and debt issuance costs (976) (1,012) Total debt 13,840 12,681 Less current maturities (553) (579) Long-term debt excluding current maturities $ 13,287 $ 12,102 Long-term debt maturities subsequent to 2022 are as follows: 2023 $ 603 2024 403 2025 554 2026 602 2027 and subsequent years 11,125 Total $ 13,287 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Related Assets and Liabilities | Operating lease amounts included on the Consolidated Balance Sheets are as follows: December 31, 2021 2020 ($ in millions) Classification Assets ROU assets Other assets $ 411 $ 433 Liabilities Current lease liabilities Other current liabilities $ 82 $ 89 Non-current lease liabilities Other liabilities 331 344 Total lease liabilities $ 413 $ 433 |
Lease, Cost | The components of total lease expense, primarily included in “Purchased services and rents,” are as follows: 2021 2020 ($ in millions) Operating lease expense $ 106 $ 109 Variable lease expense 44 42 Short-term lease expense 9 9 Total lease expense $ 159 $ 160 Other information related to operating leases is as follows: December 31, 2021 2020 Weighted-average remaining lease term (years) on operating leases 7.49 8.18 Weighted-average discount rates on operating leases 3.04 % 3.50 % |
Lessee, Operating Lease, Liability, Maturity | Future minimum lease payments under non-cancellable operating leases are as follows: December 31, 2021 ($ in millions) 2022 $ 92 2023 83 2024 73 2025 69 2026 55 2027 and subsequent years 98 Total lease payments 470 Less: Interest 57 Present value of lease liabilities $ 413 December 31, 2020 ($ in millions) 2021 $ 101 2022 76 2023 67 2024 58 2025 57 2026 and subsequent years 145 Total lease payments 504 Less: Interest 71 Present value of lease liabilities $ 433 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | December 31, 2021 2020 ($ in millions) Long-term advances from Conrail (Note 6) $ 534 $ 534 Net pension benefit obligations (Note 12) 338 340 Non-current operating lease liability (Note 10) 331 344 Net other postretirement benefit obligations (Note 12) 244 306 Casualty and other claims (Note 17) 170 169 Deferred compensation 109 107 Other 153 187 Total $ 1,879 $ 1,987 |
Pensions and Other Postretire_2
Pensions and Other Postretirement Benefits (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Pension and Other Postretirement Benefit Obligations and Plan Assets | Pension and Other Postretirement Benefit Obligations and Plan Assets Pension Benefits Other Postretirement 2021 2020 2021 2020 ($ in millions) Change in benefit obligations: Benefit obligation at beginning of year $ 2,845 $ 2,588 $ 471 $ 457 Service cost 43 40 6 6 Interest cost 55 74 7 12 Actuarial (gains) losses (13) 294 (29) 35 Plan amendment (2) — — — Benefits paid (151) (151) (38) (39) Benefit obligation at end of year 2,777 2,845 417 471 Change in plan assets: Fair value of plan assets at beginning of year 2,675 2,462 165 170 Actual return on plan assets 317 345 29 21 Employer contributions 20 19 17 13 Benefits paid (151) (151) (38) (39) Fair value of plan assets at end of year 2,861 2,675 173 165 Funded status at end of year $ 84 $ (170) $ (244) $ (306) Amounts recognized in the Consolidated Balance Sheets: Other assets $ 442 $ 189 $ — $ — Other current liabilities (20) (19) — — Other liabilities (338) (340) (244) (306) Net amount recognized $ 84 $ (170) $ (244) $ (306) Amounts included in accumulated other comprehensive loss (before tax): Net loss $ 666 $ 869 $ 10 $ 57 Prior service benefit (2) — (202) (228) |
Pension and Other Postretirement Benefit Cost Components | Pension and Other Postretirement Benefit Cost Components 2021 2020 2019 ($ in millions) Pension benefits: Service cost $ 43 $ 40 $ 35 Interest cost 55 74 93 Expected return on plan assets (193) (190) (179) Amortization of net losses 66 51 43 Amortization of prior service cost — 1 1 Net benefit $ (29) $ (24) $ (7) Other postretirement benefits: Service cost $ 6 $ 6 $ 6 Interest cost 7 12 17 Expected return on plan assets (12) (14) (14) Amortization of net losses 1 — — Amortization of prior service benefit (26) (25) (24) Net benefit $ (24) $ (21) $ (15) |
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income | Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income 2021 Pension Other ($ in millions) Net gains arising during the year $ (137) $ (46) Prior service effect of plan amendment (2) — Amortization of net losses (66) (1) Amortization of prior service benefit — 26 Total recognized in other comprehensive income $ (205) $ (21) Total recognized in net periodic cost and other comprehensive income $ (234) $ (45) |
Pension and Other Postretirement Benefit Assumptions | A summary of the major assumptions follows: 2021 2020 2019 Pension funded status: Discount rate 2.97 % 2.67 % 3.38 % Future salary increases 4.44 % 4.21 % 4.21 % Other postretirement benefits funded status: Discount rate 2.72 % 2.27 % 3.13 % Pension cost: Discount rate - service cost 3.14 % 3.71 % 4.55 % Discount rate - interest cost 1.95 % 2.92 % 3.99 % Return on assets in plans 8.00 % 8.25 % 8.25 % Future salary increases 4.44 % 4.21 % 4.21 % Other postretirement benefits cost: Discount rate - service cost 2.71 % 3.41 % 4.39 % Discount rate - interest cost 1.57 % 2.69 % 3.83 % Return on assets in plans 7.75 % 8.00 % 8.00 % Health care trend rate 6.00 % 6.25 % 6.50 % |
Health Care Cost Trend Assumptions | To illustrate, a one-percentage point change in the assumed health care cost trend would have the following effects: One-percentage Point Increase Decrease ($ in millions) Increase (decrease) in: Total service and interest cost components $ 1 $ (1) Postretirement benefit obligation 7 (7) |
Pension Plan Weighted-Average Asset Allocations, By Asset Category | Our pension plan’s weighted-average asset allocations, by asset category, were as follows: Percentage of Plan 2021 2020 Domestic equity securities 52 % 52 % Debt securities 24 % 22 % International equity securities 23 % 24 % Cash and cash equivalents 1 % 2 % Total 100 % 100 % |
Fair Value of Plan Assets | The following table sets forth the pension plan’s assets by valuation technique level, within the fair value hierarchy. There were no level 3 valued assets at December 31, 2021 or 2020. December 31, 2021 Level 1 Level 2 Total ($ in millions) Common stock $ 1,383 $ — $ 1,383 Common collective trusts: International equity securities — 397 397 Debt securities — 367 367 Domestic equity securities — 189 189 Fixed income securities: Government and agencies securities — 170 170 Corporate bonds — 120 120 Mortgage and other asset-backed securities — 33 33 Commingled funds — 160 160 Cash and cash equivalents 42 — 42 Total investments $ 1,425 $ 1,436 $ 2,861 December 31, 2020 Level 1 Level 2 Total ($ in millions) Common stock $ 1,483 $ — $ 1,483 Common collective trusts: International equity securities — 399 399 Debt securities — 297 297 Fixed income securities: Government and agencies securities — 146 146 Corporate bonds — 117 117 Mortgage and other asset-backed securities — 24 24 Commingled funds — 149 149 Cash and cash equivalents 60 — 60 Total investments $ 1,543 $ 1,132 $ 2,675 |
Estimated Future Benefit Payments | Benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows: Pension Other Postretirement Benefits ($ in millions) 2022 $ 148 $ 34 2023 148 32 2024 148 31 2025 147 30 2026 147 29 Years 2027 – 2031 738 134 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Options Granted Under LTIP and TSOP | The Committee granted stock options, RSUs and PSUs pursuant to the LTIP for the last three years as follows: 2021 2020 2019 Granted Weighted- Average Grant-Date Fair Value Granted Weighted- Average Grant-Date Fair Value Granted Weighted- Average Grant-Date Fair Value Stock options 42,770 $ 62.49 43,770 $ 52.05 47,360 $ 45.74 RSUs 183,093 240.09 178,190 210.11 219,710 164.47 PSUs 50,100 240.72 78,830 212.66 102,250 160.97 |
Schedule of Compensation Costs and Tax Benefits | Related compensation costs and tax benefits during the years were: 2021 2020 2019 ($ in millions) Stock-based compensation expense $ 54 $ 28 $ 53 Total tax benefit 34 44 37 |
Schedule of Assumptions Used for LTIP And TSOP Grants | The assumptions for the LTIP grants for the last three years are shown in the following table: 2021 2020 2019 Average expected volatility 26 % 22 % 23 % Average risk-free interest rate 0.75 % 1.47 % 2.56 % Average expected option term 7.5 years 7.5 years 7.2 years |
Schedule of Stock Option Activity | A summary of changes in stock options is presented below: Stock Weighted- Average Exercise Price Outstanding at December 31, 2020 1,526,125 $ 98.17 Granted 42,770 241.79 Exercised (470,632) 91.66 Forfeited (2,368) 94.31 Outstanding at December 31, 2021 1,095,895 106.58 |
Summary of Stock Options Exercised | The following table provides information related to options exercised for the last three years: 2021 2020 2019 ($ in millions) Options exercised 470,632 1,171,786 770,597 Total intrinsic value $ 83 $ 144 $ 86 Cash received upon exercise 42 98 53 Related tax benefits realized 17 29 18 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | 2021 2020 2019 ($ in millions) RSUs vested 260,307 204,665 166,197 Common Stock issued net of tax withholding 184,319 146,047 119,346 Related tax benefits realized $ 7 $ 4 $ 2 A summary of changes in RSUs is presented below: RSUs Weighted- Nonvested at December 31, 2020 600,240 $ 148.29 Granted 183,093 240.09 Vested (260,307) 121.84 Forfeited (21,923) 201.84 Nonvested at December 31, 2021 501,103 193.23 |
Schedule of Other Share Activity | 2021 2020 2019 ($ in millions) PSUs earned 78,727 235,935 331,099 Common Stock issued net of tax withholding 49,967 156,477 221,241 Related tax benefits realized $ 1 $ 7 $ 9 A summary of changes in PSUs is presented below: PSUs Weighted- Balance at December 31, 2020 240,100 $ 171.34 Granted 50,100 240.72 Earned (78,727) 147.75 Unearned (4,143) 147.75 Forfeited (4,400) 207.40 Balance at December 31, 2021 202,930 197.33 |
Schedule of Stock Available for Future Grants | Shares of Common Stock available for future grants and issued in connection with all features of the LTIP and the TSOP at December 31, were as follows: 2021 2020 2019 Available for future grants: LTIP 8,609,075 8,995,582 9,294,726 TSOP 435,867 435,699 434,401 Issued: LTIP 632,279 1,270,208 852,869 TSOP 72,639 204,102 258,315 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | The components of “Other comprehensive income (loss)” reported in the Consolidated Statements of Comprehensive Income and changes in the cumulative balances of “Accumulated other comprehensive loss” reported in the Consolidated Balance Sheets consisted of the following: Balance Net Income Reclassification Balance ($ in millions) Year ended December 31, 2021 Pensions and other postretirement liabilities $ (526) $ 139 $ 31 $ (356) Other comprehensive income of equity investees (68) 22 — (46) Accumulated other comprehensive loss $ (594) $ 161 $ 31 $ (402) Year ended December 31, 2020 Pensions and other postretirement liabilities $ (421) $ (125) $ 20 $ (526) Other comprehensive income of equity investees (70) 2 — (68) Accumulated other comprehensive loss $ (491) $ (123) $ 20 $ (594) |
Other Comprehensive Income (Loss) of Equity Investees | “Other comprehensive income (loss)” reported in the Consolidated Statements of Comprehensive Income consisted of the following: Pretax Tax Net-of-Tax ($ in millions) Year ended December 31, 2021 Net gain arising during the year: Pensions and other postretirement benefits $ 185 $ (46) $ 139 Reclassification adjustments for costs included in net income 41 (10) 31 Subtotal 226 (56) 170 Other comprehensive income of equity investees 24 (2) 22 Other comprehensive income $ 250 $ (58) $ 192 Year ended December 31, 2020 Net loss arising during the year: Pensions and other postretirement benefits $ (167) $ 42 $ (125) Reclassification adjustments for costs included in net income 27 (7) 20 Subtotal (140) 35 (105) Other comprehensive income of equity investees 2 — 2 Other comprehensive loss $ (138) $ 35 $ (103) Year ended December 31, 2019 Net gain arising during the year: Pensions and other postretirement benefits $ 81 $ (20) $ 61 Reclassification adjustments for costs included in net income 20 (5) 15 Subtotal 101 (25) 76 Other comprehensive loss of equity investees (4) — (4) Other comprehensive income $ 97 $ (25) $ 72 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Calculation | The following table sets forth the calculation of basic and diluted earnings per share: Basic Diluted 2021 2020 2019 2021 2020 2019 ($ in millions except per share amounts, shares in millions) Net income $ 3,005 $ 2,013 $ 2,722 $ 3,005 $ 2,013 $ 2,722 Dividend equivalent payments (2) (3) (5) — (2) — Income available to common stockholders $ 3,003 $ 2,010 $ 2,717 $ 3,005 $ 2,011 $ 2,722 Weighted-average shares outstanding 246.9 255.1 263.3 246.9 255.1 263.3 Dilutive effect of outstanding options and share-settled awards 1.2 1.5 2.3 Adjusted weighted-average shares outstanding 248.1 256.6 265.6 Earnings per share $ 12.16 $ 7.88 $ 10.32 $ 12.11 $ 7.84 $ 10.25 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)midepreciableAssetClass | Dec. 31, 2020USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Operating route miles | mi | 19,300 | |
Employees covered by collective bargaining agreements | 80.00% | |
Allowance for doubtful accounts | $ | $ 8 | $ 6 |
Approximate number of depreciable asset classes used | depreciableAssetClass | 75 | |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation studies, period | 3 years | |
Roadway | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation studies, period | 6 years | |
Intermodal | ||
Property, Plant and Equipment [Line Items] | ||
Market groups percent of total railway operating revenues | 28.00% | |
Agriculture, Forest And Consumer Products | ||
Property, Plant and Equipment [Line Items] | ||
Market groups percent of total railway operating revenues | 20.00% | |
Chemicals | ||
Property, Plant and Equipment [Line Items] | ||
Market groups percent of total railway operating revenues | 18.00% | |
Metals and construction | ||
Property, Plant and Equipment [Line Items] | ||
Market groups percent of total railway operating revenues | 14.00% | |
Coal | ||
Property, Plant and Equipment [Line Items] | ||
Market groups percent of total railway operating revenues | 12.00% | |
Automotive | ||
Property, Plant and Equipment [Line Items] | ||
Market groups percent of total railway operating revenues | 8.00% |
Railway Operating Revenues - Di
Railway Operating Revenues - Disaggregation of Revenues (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | $ 11,142 | $ 9,789 | $ 11,296 |
Merchandise | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | 6,669 | 6,088 | 6,803 |
Merchandise | Agriculture, forest and consumer products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | 2,251 | 2,116 | 2,256 |
Merchandise | Chemicals | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | 1,951 | 1,809 | 2,092 |
Merchandise | Metals and construction | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | 1,562 | 1,333 | 1,461 |
Merchandise | Automotive | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | 905 | 830 | 994 |
Intermodal | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | 3,163 | 2,654 | 2,824 |
Coal | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | $ 1,310 | $ 1,047 | $ 1,669 |
Railway Operating Revenues - Ad
Railway Operating Revenues - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Average transit days (or less) | 7 days | ||
Revenue, payment terms | 15 days | ||
Trade Accounts Receivable | |||
Disaggregation of Revenue [Line Items] | |||
Accounts receivable, net, noncurrent | $ 23 | $ 23 | |
Ancillary Services | |||
Disaggregation of Revenue [Line Items] | |||
Accessorial services percent of total railway operating revenues | 7.00% | 5.00% | 5.00% |
Railway Operating Revenues - Sc
Railway Operating Revenues - Schedule of Account Receivables (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Disaggregation of Revenue [Line Items] | ||
Accounts receivable – net | $ 976 | $ 848 |
Trade Accounts Receivable | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable – net | 741 | 629 |
Other Receivables | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable – net | $ 235 | $ 219 |
Other Income - Net (Details)
Other Income - Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |||
Pension and other postretirement benefits (Note 12) | $ 102 | $ 91 | $ 63 |
COLI – net | 17 | 85 | 69 |
Other | (42) | (23) | (26) |
Other income – net | $ 77 | $ 153 | $ 106 |
Income Taxes - Provisions For I
Income Taxes - Provisions For Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 553 | $ 307 | $ 356 |
State | 136 | 68 | 83 |
Total current taxes | 689 | 375 | 439 |
Deferred: | |||
Federal | 186 | 111 | 280 |
State | (2) | 31 | 50 |
Total deferred taxes | 184 | 142 | 330 |
Income taxes | $ 873 | $ 517 | $ 769 |
Income Taxes - Reconciliation O
Income Taxes - Reconciliation Of Statutory Rate To Effective Rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amount | |||
Federal income tax at statutory rate | $ 814 | $ 531 | $ 733 |
State income taxes, net of federal tax effect | 109 | 85 | 110 |
Excess tax benefits on stock-based compensation | (25) | (39) | (29) |
Other, net | (25) | (60) | (45) |
Income taxes | $ 873 | $ 517 | $ 769 |
Percent | |||
Federal income tax at statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal tax effect | 2.80% | 3.30% | 3.10% |
Excess tax benefits associated with stock-based compensation, net of federal tax effect | (0.60%) | (1.50%) | (0.80%) |
Other, net | (0.70%) | (2.40%) | (1.30%) |
Provision for income taxes | 22.50% | 20.40% | 22.00% |
Income Taxes - Schedule Of Defe
Income Taxes - Schedule Of Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Compensation and benefits, including postretirement benefits | $ 181 | $ 218 |
Accruals, including casualty and other claims | 92 | 93 |
Other | 188 | 198 |
Total gross deferred tax assets | 461 | 509 |
Less valuation allowance | (60) | (57) |
Net deferred tax assets | 401 | 452 |
Deferred tax liabilities: | ||
Property | (7,016) | (6,820) |
Other | (550) | (554) |
Total deferred tax liabilities | (7,566) | (7,374) |
Deferred income taxes | $ (7,165) | $ (6,922) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Change in valuation allowance | $ 3 | $ 3 | $ 4 |
Unrecognized tax benefits that would impact effective tax rate | 17 | ||
Proceeds from Income Tax Refunds | 46 | ||
Income tax benefit | $ 873 | 517 | $ 769 |
Tax benefit on amended tax return | $ (19) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation Of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of year | $ 22 | $ 24 |
Additions based on tax positions related to the current year | 3 | 4 |
Additions for tax positions of prior years | 3 | 0 |
Settlements with taxing authorities | (5) | (4) |
Lapse of statutes of limitations | (2) | (2) |
Balance at end of year | $ 21 | $ 22 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Reported Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ (13,840) | $ (12,681) |
Estimate of Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ (17,033) | $ (16,664) |
Investments - Schedule of Inves
Investments - Schedule of Investments (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Investments [Line Items] | ||
Long-term investments: | $ 2,797 | $ 2,662 |
COLI at net cash surrender value | 885 | 902 |
Other investments | 25 | 26 |
Total long-term investments | 3,707 | 3,590 |
Conrail | ||
Schedule of Investments [Line Items] | ||
Long-term investments: | 1,526 | 1,446 |
TTX Company | ||
Schedule of Investments [Line Items] | ||
Long-term investments: | 851 | 798 |
Other | ||
Schedule of Investments [Line Items] | ||
Long-term investments: | $ 420 | $ 418 |
Investments - Narrative (Detail
Investments - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)railroad | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Schedule of Investments [Line Items] | |||
Access fees due 2022 | $ 42 | ||
Access fees due 2023 | $ 43 | ||
Number of railroads | railroad | 8 | ||
Impairment of investment | $ 0 | $ 99 | $ 0 |
Equity Method Investment, Nonconsolidated Investee, Other | |||
Schedule of Investments [Line Items] | |||
Impairment of investment | 99 | ||
Loss due to noncash impairment charges against equity method investment | $ 74 | ||
Shared Assets Areas CRC Lease | |||
Schedule of Investments [Line Items] | |||
Access fees due 2024 | $ 18 | ||
Conrail Equity | |||
Schedule of Investments [Line Items] | |||
Equity method investment, ownership percentage | 58.00% | 58.00% | |
Conrail Voting | |||
Schedule of Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
Conrail | |||
Schedule of Investments [Line Items] | |||
Difference between investment and share of underlying net equity | $ 487 | ||
Expenses from transactions with related party | 147 | $ 129 | 149 |
General and administrative support to Conrail | 6 | ||
Accounts payable into long-term advances from Conrail | 254 | ||
Due to Conrail, current | 112 | 56 | |
Due to Conrail, noncurrent | $ 534 | 534 | |
Due to affiliate, average interest rate | 1.31% | ||
Equity in earnings of investee | $ 56 | 58 | 53 |
TTX Company | |||
Schedule of Investments [Line Items] | |||
Equity method investment, ownership percentage | 19.65% | ||
Equity in earnings of investee | $ 53 | 48 | 58 |
TTX Company | Purchased Services and Rent | |||
Schedule of Investments [Line Items] | |||
Expenses from transactions with related party | $ 246 | $ 250 | $ 244 |
Properties (Details)
Properties (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 43,684 | $ 43,330 |
Accumulated Depreciation | (12,031) | (11,985) |
Net Book Value | 31,653 | 31,345 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 2,453 | 2,394 |
Accumulated Depreciation | 0 | 0 |
Net Book Value | $ 2,453 | $ 2,394 |
Depreciation Rate | 0.00% | 0.00% |
Rail and other track material | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 7,330 | $ 7,153 |
Accumulated Depreciation | (1,907) | (1,892) |
Net Book Value | $ 5,423 | $ 5,261 |
Depreciation Rate | 2.40% | 2.35% |
Ties | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 5,779 | $ 5,685 |
Accumulated Depreciation | (1,642) | (1,601) |
Net Book Value | $ 4,137 | $ 4,084 |
Depreciation Rate | 3.44% | 3.41% |
Ballast | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 3,041 | $ 2,973 |
Accumulated Depreciation | (818) | (774) |
Net Book Value | $ 2,223 | $ 2,199 |
Depreciation Rate | 2.79% | 2.76% |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 339 | $ 297 |
Accumulated Depreciation | 0 | 0 |
Net Book Value | $ 339 | $ 297 |
Depreciation Rate | 0.00% | 0.00% |
Other roadway | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 14,111 | $ 14,320 |
Accumulated Depreciation | (3,733) | (3,926) |
Net Book Value | $ 10,378 | $ 10,394 |
Depreciation Rate | 2.69% | 2.71% |
Total roadway | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 30,600 | $ 30,428 |
Accumulated Depreciation | (8,100) | (8,193) |
Net Book Value | 22,500 | 22,235 |
Locomotives | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 5,695 | 5,478 |
Accumulated Depreciation | (1,994) | (1,911) |
Net Book Value | $ 3,701 | $ 3,567 |
Depreciation Rate | 3.87% | 3.56% |
Freight cars | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 2,701 | $ 2,780 |
Accumulated Depreciation | (1,009) | (1,023) |
Net Book Value | $ 1,692 | $ 1,757 |
Depreciation Rate | 2.59% | 2.59% |
Computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 893 | $ 732 |
Accumulated Depreciation | (438) | (391) |
Net Book Value | $ 455 | $ 341 |
Depreciation Rate | 10.34% | 9.86% |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 164 | $ 333 |
Accumulated Depreciation | 0 | 0 |
Net Book Value | $ 164 | $ 333 |
Depreciation Rate | 0.00% | 0.00% |
Other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 1,088 | $ 1,094 |
Accumulated Depreciation | (420) | (399) |
Net Book Value | $ 668 | $ 695 |
Depreciation Rate | 4.63% | 4.70% |
Total equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 10,541 | $ 10,417 |
Accumulated Depreciation | (3,861) | (3,724) |
Net Book Value | 6,680 | 6,693 |
Other property | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 90 | 91 |
Accumulated Depreciation | (70) | (68) |
Net Book Value | $ 20 | $ 23 |
Depreciation Rate | 2.25% | 2.24% |
Properties - Narrative (Details
Properties - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)locomotive | Dec. 31, 2019USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Gains and losses on properties | $ (86) | $ (39) | $ (42) |
Interest costs incurred on debt | 657 | 639 | 620 |
Interest costs capitalized | $ 11 | $ 14 | $ 16 |
Rail and other track material | |||
Property, Plant and Equipment [Line Items] | |||
Number of locomotives held for sale | locomotive | 703 | ||
Gains and losses on properties | $ 385 | ||
Income tax benefit for locomotive retirement adjustment | $ (97) |
Current Liabilities (Details)
Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Accounts and wages payable | $ 850 | $ 552 |
Casualty and other claims (Note 17) | 166 | 182 |
Vacation liability | 119 | 121 |
Other | 104 | 105 |
Total | 1,351 | 1,016 |
Interest payable | 150 | 141 |
Current operating lease liability (Note 10) | 82 | 89 |
Other | 60 | 53 |
Total | 312 | 302 |
Pension Benefits | ||
Related Party Transaction [Line Items] | ||
Pension benefit obligations (Note 12) | 20 | 19 |
Conrail | ||
Related Party Transaction [Line Items] | ||
Due to Conrail (Note 6) | $ 112 | $ 56 |
Debt - Debt With Interest Rates
Debt - Debt With Interest Rates And Maturities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Long-term debt | Long-term debt |
Finance leases | $ 22 | $ 25 |
Discounts, premiums, and debt issuance costs | (976) | (1,012) |
Total debt | 13,840 | 12,681 |
Less current maturities | (553) | (579) |
Long-term debt | $ 13,287 | 12,102 |
3.40% maturing to 2026 | ||
Debt Instrument [Line Items] | ||
Long-term debt, weighted average interest rate | 3.40% | |
Notes and debentures | $ 2,699 | 3,273 |
4.26% maturing 2027 to 2031 | ||
Debt Instrument [Line Items] | ||
Long-term debt, weighted average interest rate | 4.26% | |
Notes and debentures | $ 2,614 | 2,114 |
4.02% maturing 2037 to 2055 | ||
Debt Instrument [Line Items] | ||
Long-term debt, weighted average interest rate | 4.02% | |
Notes and debentures | $ 8,097 | 7,497 |
5.22% maturing 2097 to 2121 | ||
Debt Instrument [Line Items] | ||
Long-term debt, weighted average interest rate | 5.22% | |
Notes and debentures | $ 1,384 | $ 784 |
Debt - Debt Maturities (Details
Debt - Debt Maturities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2023 | $ 603 | |
2024 | 403 | |
2025 | 554 | |
2026 | 602 | |
2027 and subsequent years | 11,125 | |
Total | $ 13,287 | $ 12,102 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 1 Months Ended | |||
Aug. 31, 2021 | May 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Securitization Borrowings | ||||
Debt Instrument [Line Items] | ||||
Credit agreement | $ 400,000,000 | |||
Accounts receivable securitization balance | $ 0 | $ 0 | ||
Amended Securitization Borrowings Program | ||||
Debt Instrument [Line Items] | ||||
Available borrowing capacity | 400,000,000 | 400,000,000 | ||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | 600,000,000 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | 800,000,000 | |||
Long-term line of credit | $ 0 | $ 0 | ||
Senior Notes Due 2051 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | $ 600,000,000 | |||
Debt instrument, interest rate | 2.90% | |||
Net proceeds from issuance of debt | $ 589,000,000 | |||
Senior Notes Due 2031 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | $ 500,000,000 | |||
Debt instrument, interest rate | 2.30% | |||
Senior Notes Due 2121 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 4.10% | |||
Net proceeds from issuance of debt | $ 495,000,000 | |||
Loss on extinguishment of debt | $ 592,000,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Renewal term | 99 years | |
Termination period | 30 days | |
Residual value guarantee, percentage | 83.00% | |
Estimated construction cost, noncancelable lease | $ 499 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | 57 | $ 22 |
Operating cash flows from operating leases | $ 103 | $ 109 |
Equipment | Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 1 year | |
Equipment | Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 5 years | |
Line of Road and Property Lease | Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 1 year | |
Line of Road and Property Lease | Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 136 years | |
Building | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease term | 5 years |
Leases - Operating Lease Amount
Leases - Operating Lease Amounts Included on Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
ROU assets | $ 411 | $ 433 |
Liabilities | ||
Current lease liabilities | 82 | 89 |
Non-current lease liabilities | 331 | 344 |
Total lease liabilities | $ 413 | $ 433 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other current assets | Other current assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities |
Leases - Components of Total Le
Leases - Components of Total Lease Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease expense | $ 106 | $ 109 |
Variable lease expense | 44 | 42 |
Short-term lease expense | 9 | 9 |
Total lease expense | $ 159 | $ 160 |
Leases - Other Information Rela
Leases - Other Information Related to Operating Leases (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted-average remaining lease term (years) on operating leases | 7 years 5 months 26 days | 8 years 2 months 4 days |
Weighted-average discount rates on operating leases | 3.04% | 3.50% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Year one | $ 92 | $ 101 |
Year two | 83 | 76 |
Year three | 73 | 67 |
Year four | 69 | 58 |
Year five | 55 | 57 |
After year five and subsequent years | 98 | 145 |
Total lease payments | 470 | 504 |
Less: Interest | 57 | 71 |
Present value of lease liabilities | $ 413 | $ 433 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Investments [Line Items] | ||
Non-current operating lease liability (Note 10) | $ 331 | $ 344 |
Casualty and other claims (Note 17) | 170 | 169 |
Deferred compensation | 109 | 107 |
Other | 153 | 187 |
Total | 1,879 | 1,987 |
Pension Benefits | ||
Schedule of Investments [Line Items] | ||
Defined benefit plan, obligations (Note 12) | 338 | 340 |
Non-current operating lease liability (Note 10) | ||
Schedule of Investments [Line Items] | ||
Defined benefit plan, obligations (Note 12) | 244 | 306 |
Conrail | ||
Schedule of Investments [Line Items] | ||
Long-term advances from Conrail (Note 6) | $ 534 | $ 534 |
Pensions and Other Postretire_3
Pensions and Other Postretirement Benefits - Benefit Obligations and Plan Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pension Benefits | |||
Change in benefit obligations: | |||
Benefit obligation at beginning of year | $ 2,845 | $ 2,588 | |
Service cost | 43 | 40 | $ 35 |
Interest cost | 55 | 74 | 93 |
Actuarial (gains) losses | (13) | 294 | |
Plan amendment | (2) | 0 | |
Benefits paid | (151) | (151) | |
Benefit obligation at end of year | 2,777 | 2,845 | 2,588 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 2,675 | 2,462 | |
Actual return on plan assets | 317 | 345 | |
Employer contributions | 20 | 19 | |
Benefits paid | (151) | (151) | |
Fair value of plan assets at end of year | 2,861 | 2,675 | 2,462 |
Funded status at end of year | 84 | (170) | |
Other assets | 442 | 189 | |
Other current liabilities | (20) | (19) | |
Other liabilities | (338) | (340) | |
Net amount recognized | 84 | (170) | |
Net loss | 666 | 869 | |
Prior service benefit | (2) | 0 | |
Other Postretirement Benefits | |||
Change in benefit obligations: | |||
Benefit obligation at beginning of year | 471 | 457 | |
Service cost | 6 | 6 | 6 |
Interest cost | 7 | 12 | 17 |
Actuarial (gains) losses | (29) | 35 | |
Plan amendment | 0 | 0 | |
Benefits paid | (38) | (39) | |
Benefit obligation at end of year | 417 | 471 | 457 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 165 | 170 | |
Actual return on plan assets | 29 | 21 | |
Employer contributions | 17 | 13 | |
Benefits paid | (38) | (39) | |
Fair value of plan assets at end of year | 173 | 165 | $ 170 |
Funded status at end of year | (244) | (306) | |
Other assets | 0 | 0 | |
Other current liabilities | 0 | 0 | |
Other liabilities | (244) | (306) | |
Net amount recognized | (244) | (306) | |
Net loss | 10 | 57 | |
Prior service benefit | $ (202) | $ (228) |
Pensions and Other Postretire_4
Pensions and Other Postretirement Benefits - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)investment_firm | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan's accumulated benefit obligation | $ 2,600 | $ 2,600 | |
Unfunded pension plans projected benefit obligation | 358 | 359 | |
Unfunded pension plans accumulated benefit obligations | $ 332 | 330 | |
Number of investment firms | investment_firm | 11 | ||
Multiemployer plan, contributions by employer | $ 21 | 22 | $ 31 |
Defined contribution plan, cost | 23 | 21 | $ 22 |
Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Trust-owned life insurance fair value | $ 173 | $ 165 | |
Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets target allocation for equity | 50.00% | ||
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets target allocation for equity | 75.00% | ||
Debt securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Weighted average asset allocation, by asset category | 35.00% | 32.00% | |
Pension Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Estimated net loss for defined pension plans amortized from AOCI into net periodic cost | $ 48 | ||
Assumed increases in per capita cost of covered health care benefits | 6.50% | ||
Ultimate health care cost trend rate | 5.00% | ||
Pension plan assets target allocation for equity | 75.00% | ||
Assumed rate of return on pension plan assets | 8.00% | ||
Expected contribution for the next fiscal year | $ 20 | ||
Other Postretirement Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, future amortization of prior service cost (credit) | 25 | ||
Expected contribution for the next fiscal year | $ 34 | ||
Other Postretirement Benefits | Defined Benefit Plan, Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Weighted average asset allocation, by asset category | 65.00% | 68.00% |
Pensions and Other Postretire_5
Pensions and Other Postretirement Benefits - Benefit Cost Components (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pension Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 43 | $ 40 | $ 35 |
Interest cost | 55 | 74 | 93 |
Expected return on plan assets | (193) | (190) | (179) |
Amortization of net losses | 66 | 51 | 43 |
Amortization of prior service cost | 0 | 1 | 1 |
Net cost (benefit) | (29) | (24) | (7) |
Other Postretirement Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 6 | 6 | 6 |
Interest cost | 7 | 12 | 17 |
Expected return on plan assets | (12) | (14) | (14) |
Amortization of net losses | 1 | 0 | 0 |
Amortization of prior service cost | (26) | (25) | (24) |
Net cost (benefit) | $ (24) | $ (21) | $ (15) |
Pensions and Other Postretire_6
Pensions and Other Postretirement Benefits - Other Changes Recognized in Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Total recognized in other comprehensive income | $ (226) | $ 140 | $ (101) |
Pension Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net gains arising during the year | (137) | ||
Prior service effect of plan amendment | (2) | ||
Amortization of net losses | (66) | ||
Amortization of prior service benefit | 0 | ||
Total recognized in other comprehensive income | (205) | ||
Total recognized in net periodic cost and other comprehensive income | (234) | ||
Other Postretirement Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net gains arising during the year | (46) | ||
Prior service effect of plan amendment | 0 | ||
Amortization of net losses | (1) | ||
Amortization of prior service benefit | 26 | ||
Total recognized in other comprehensive income | (21) | ||
Total recognized in net periodic cost and other comprehensive income | $ (45) |
Pensions and Other Postretire_7
Pensions and Other Postretirement Benefits - Benefit Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pension Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Return on assets in plans | 8.00% | ||
Funded Plan | Pension Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 2.97% | 2.67% | 3.38% |
Future salary increases | 4.44% | 4.21% | 4.21% |
Funded Plan | Other Postretirement Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 2.72% | 2.27% | 3.13% |
Unfunded Plan | Pension Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Future salary increases | 4.44% | 4.21% | 4.21% |
Discount rate - service cost | 3.14% | 3.71% | 4.55% |
Discount rate - interest cost | 1.95% | 2.92% | 3.99% |
Return on assets in plans | 8.00% | 8.25% | 8.25% |
Unfunded Plan | Other Postretirement Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate - service cost | 2.71% | 3.41% | 4.39% |
Discount rate - interest cost | 1.57% | 2.69% | 3.83% |
Return on assets in plans | 7.75% | 8.00% | 8.00% |
Health care trend rate | 6.00% | 6.25% | 6.50% |
Pensions and Other Postretire_8
Pensions and Other Postretirement Benefits - Health Care Cost Trend Assumptions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Retirement Benefits [Abstract] | |
One-percentage point increase change in total service and interest cost components | $ 1 |
One-percentage point decrease change total service and interest cost components | (1) |
One-percentage point increase change in postretirement benefit obligations | 7 |
One-percentage point decrease change in postretirement benefit obligations | $ (7) |
Pensions and Other Postretire_9
Pensions and Other Postretirement Benefits - Pension Plan Weighted-Average Asset Allocations, By Asset Category (Details) - Pension Benefits | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||
Actual plan asset allocations | 100.00% | 100.00% |
Domestic equity securities | ||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||
Actual plan asset allocations | 52.00% | 52.00% |
Debt securities | ||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||
Actual plan asset allocations | 24.00% | 22.00% |
International equity securities | ||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||
Actual plan asset allocations | 23.00% | 24.00% |
Cash and cash equivalents | ||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||
Actual plan asset allocations | 1.00% | 2.00% |
Pensions and Other Postretir_10
Pensions and Other Postretirement Benefits - Fair Value of Plan Assets (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 2,861 | $ 2,675 |
Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 1,425 | 1,543 |
Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 1,436 | 1,132 |
Common stock | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 1,383 | 1,483 |
Common stock | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 1,383 | 1,483 |
Common stock | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
International equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 397 | 399 |
International equity securities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
International equity securities | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 397 | 399 |
Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 367 | 297 |
Debt securities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Debt securities | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 367 | 297 |
Domestic equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 189 | |
Domestic equity securities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | |
Domestic equity securities | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 189 | |
Government and agencies securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 170 | 146 |
Government and agencies securities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Government and agencies securities | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 170 | 146 |
Corporate bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 120 | 117 |
Corporate bonds | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Corporate bonds | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 120 | 117 |
Mortgage and other asset-backed securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 33 | 24 |
Mortgage and other asset-backed securities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Mortgage and other asset-backed securities | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 33 | 24 |
Commingled funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 160 | 149 |
Commingled funds | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Commingled funds | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 160 | 149 |
Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 42 | 60 |
Cash and cash equivalents | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 42 | 60 |
Cash and cash equivalents | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 0 | $ 0 |
Pensions and Other Postretir_11
Pensions and Other Postretirement Benefits - Estimated Future Benefit Payments (Details) $ in Millions | Dec. 31, 2021USD ($) |
Pension Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
2022 | $ 148 |
2023 | 148 |
2024 | 148 |
2025 | 147 |
2026 | 147 |
Years 2027 – 2031 | 738 |
Other Postretirement Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
2022 | 34 |
2023 | 32 |
2024 | 31 |
2025 | 30 |
2026 | 29 |
Years 2027 – 2031 | $ 134 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Available for future grants (in shares) | 8,609,075 | ||
Amended LTIP plan-award granted as an option or stock appreciation right (in shares) | 1 | ||
Amended LTIP plan - award granted in a form other than option or stock appreciation right (in shares) | 1.61 | ||
Aggregate intrinsic value of options outstanding | $ 209 | ||
Weighted average remaining contractual term of options outstanding | 4 years 1 month 6 days | ||
Number of shares exercisable (in shares) | 953,680 | ||
Aggregate intrinsic value of options exercisable | $ 196 | ||
Exercisable weighted average exercise price (in dollars per share) | $ 92.43 | ||
Weighted average remaining contractual term of options exercisable | 2 years 6 months | ||
Unrecognized compensation related to stock options granted | $ 4 | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 1 year | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period (in years) | 10 years | ||
LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum number of shares available for grant (in shares) | 104,125,000 | ||
Available for future grants (in shares) | 8,609,075 | 8,995,582 | 9,294,726 |
LTIP dividend equivalent payment, in years | 4 years | ||
Dividend yield for period dividend equivalents paid | 1.64% | 1.76% | 2.06% |
Unrecognized compensation related to stock options granted | $ 1 | ||
Unrecognized compensation, weighted average period of recognition | 2 years 7 months 6 days | ||
TSOP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Available for future grants (in shares) | 435,867 | 435,699 | 434,401 |
TSOP | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum number of shares available for grant (in shares) | 6,000,000 | ||
LTIP options during vesting period | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield for period dividend equivalents paid | 0.00% | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation related to stock options granted | $ 34 | ||
Unrecognized compensation, weighted average period of recognition | 2 years 7 months 6 days | ||
Restricted Stock Units (RSUs) | Grant Date, 2019 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 4 years | ||
Restricted Stock Units (RSUs) | Grant Date, 2018 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 4 years | ||
Performance Share Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation, weighted average period of recognition | 1 year 8 months 12 days | ||
PSU cycle | 3 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Options Granted Under LTIP and TSOP (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted (in shares) | 42,770 | ||
Granted (in dollars per share) | $ 241.79 | ||
LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted (in shares) | 42,770 | 43,770 | 47,360 |
Granted (in dollars per share) | $ 62.49 | $ 52.05 | $ 45.74 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted (in shares) | 183,093 | 178,190 | 219,710 |
Granted (in dollars per share) | $ 240.09 | $ 210.11 | $ 164.47 |
Performance Share Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted (in shares) | 50,100 | 78,830 | 102,250 |
Granted (in dollars per share) | $ 240.72 | $ 212.66 | $ 160.97 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Compensation Costs and Tax Benefit (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Stock-based compensation expense | $ 54 | $ 28 | $ 53 |
Total tax benefit | $ 34 | $ 44 | $ 37 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Assumptions Used for LTIP and TSOP Grants (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Average expected volatility | 26.00% | 22.00% | 23.00% |
Average risk-free interest rate | 0.75% | 1.47% | 2.56% |
LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Average expected option term (in years) | 7 years 6 months | 7 years 6 months | 7 years 2 months 12 days |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Options | |||
Outstanding at period start (in shares) | 1,526,125 | ||
Granted (in shares) | 42,770 | ||
Exercised (in shares) | (470,632) | (1,171,786) | (770,597) |
Forfeited (in shares) | (2,368) | ||
Outstanding at period end (in shares) | 1,095,895 | 1,526,125 | |
Weighted- Average Exercise Price | |||
Stock options outstanding at period start (in dollars per share) | $ 98.17 | ||
Granted (in dollars per share) | 241.79 | ||
Exercised (in dollars per share) | 91.66 | ||
Forfeited (in dollars per share) | 94.31 | ||
Stock options outstanding at period end (in dollars per share) | $ 106.58 | $ 98.17 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Exercised (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Options exercised (in shares) | 470,632 | 1,171,786 | 770,597 |
Total intrinsic value | $ 83 | $ 144 | $ 86 |
Cash received upon exercise | 42 | 98 | 53 |
Related tax benefits realized | $ 17 | $ 29 | $ 18 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Options (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Related tax benefits realized | $ 34 | $ 44 | $ 37 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares vested (in shares) | 260,307 | 204,665 | 166,197 |
Common Stock issued net of tax withholdings (in shares) | 184,319 | 146,047 | 119,346 |
Related tax benefits realized | $ 7 | $ 4 | $ 2 |
Performance Share Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares vested (in shares) | 78,727 | 235,935 | 331,099 |
Common Stock issued net of tax withholdings (in shares) | 49,967 | 156,477 | 221,241 |
Related tax benefits realized | $ 1 | $ 7 | $ 9 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Awards Outstanding (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Stock Units (RSUs) | |||
Nonvested RSUs/PSUs | |||
Balance at period start (in shares) | 600,240 | ||
Granted (in shares) | 183,093 | ||
Vested (in shares) | (260,307) | (204,665) | (166,197) |
Forfeited (in shares) | (21,923) | ||
Balance at period end (in shares) | 501,103 | 600,240 | |
Weighted- Average Grant-Date Fair Value | |||
Balance at period start (in dollars per share) | $ 148.29 | ||
Granted (in dollars per share) | 240.09 | ||
Vested (in dollars per share) | 121.84 | ||
Forfeited (in dollars per share) | 201.84 | ||
Balance at period end (in dollars per share) | $ 193.23 | $ 148.29 | |
Performance Share Units (PSUs) | |||
Nonvested RSUs/PSUs | |||
Balance at period start (in shares) | 240,100 | ||
Granted (in shares) | 50,100 | ||
Vested (in shares) | (78,727) | (235,935) | (331,099) |
Unearned (in shares) | (4,143) | ||
Forfeited (in shares) | (4,400) | ||
Balance at period end (in shares) | 202,930 | 240,100 | |
Weighted- Average Grant-Date Fair Value | |||
Balance at period start (in dollars per share) | $ 171.34 | ||
Granted (in dollars per share) | 240.72 | ||
Earned (in dollars per share) | 147.75 | ||
Unearned (in dollars per share) | 147.75 | ||
Forfeited (in dollars per share) | 207.40 | ||
Balance at period end (in dollars per share) | $ 197.33 | $ 171.34 |
Stock-Based Compensation - Sc_6
Stock-Based Compensation - Schedule of Stock Available for Future Grants (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Available for future grants (in shares) | 8,609,075 | ||
LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Available for future grants (in shares) | 8,609,075 | 8,995,582 | 9,294,726 |
Issued (in shares) | 632,279 | 1,270,208 | 852,869 |
TSOP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Available for future grants (in shares) | 435,867 | 435,699 | 434,401 |
Issued (in shares) | 72,639 | 204,102 | 258,315 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Treasury stock, number of shares held | 20,320,777 | 20,320,777 |
Treasury stock, value | $ 19 | $ 19 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at Beginning of Year | $ 14,791 | $ 15,184 | $ 15,362 |
Net Income (Loss) | 161 | (123) | |
Reclassification Adjustments | 31 | 20 | |
Balance at End of Year | 13,641 | 14,791 | 15,184 |
Pensions and other postretirement liabilities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at Beginning of Year | (526) | (421) | |
Net Income (Loss) | 139 | (125) | |
Reclassification Adjustments | 31 | 20 | |
Balance at End of Year | (356) | (526) | (421) |
Other comprehensive income of equity investees | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at Beginning of Year | (68) | (70) | |
Net Income (Loss) | 22 | 2 | |
Reclassification Adjustments | 0 | 0 | |
Balance at End of Year | (46) | (68) | (70) |
Accumulated other comprehensive loss | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at Beginning of Year | (594) | (491) | (563) |
Balance at End of Year | $ (402) | $ (594) | $ (491) |
Stockholders' Equity - Other Co
Stockholders' Equity - Other Comprehensive Income (Loss) Of Equity Investees (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pretax Amount | |||
Pensions and other postretirement benefits | $ 161 | $ (123) | |
Other comprehensive income (loss), before tax | 250 | (138) | $ 97 |
Tax (Expense) Benefit | |||
Other comprehensive income (loss) | (58) | 35 | (25) |
Net-of-Tax Amount | |||
Reclassification Adjustments | 31 | 20 | |
Other comprehensive income (loss), net of tax | 192 | (103) | 72 |
Pensions And Other Postretirement Liabilities | |||
Pretax Amount | |||
Pensions and other postretirement benefits | 185 | (167) | 81 |
Reclassification adjustments for costs | 41 | 27 | 20 |
Other comprehensive income (loss), before tax | 226 | (140) | 101 |
Tax (Expense) Benefit | |||
Pensions and other postretirement benefits | (46) | 42 | (20) |
Reclassification from AOCI, Current Period, Tax | (10) | (7) | (5) |
Other comprehensive income (loss) | (56) | 35 | (25) |
Net-of-Tax Amount | |||
Pensions and other postretirement benefits | 139 | (125) | 61 |
Reclassification Adjustments | 31 | 20 | 15 |
Other comprehensive income (loss), net of tax | 170 | (105) | 76 |
Other comprehensive income of equity investees | |||
Pretax Amount | |||
Pensions and other postretirement benefits | 22 | 2 | |
Other comprehensive income (loss), before tax | 24 | 2 | (4) |
Tax (Expense) Benefit | |||
Other comprehensive income (loss) | (2) | 0 | 0 |
Net-of-Tax Amount | |||
Reclassification Adjustments | 0 | 0 | |
Other comprehensive income (loss), net of tax | $ 22 | $ 2 | $ (4) |
Stock Repurchase Programs - Nar
Stock Repurchase Programs - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 26, 2017 | |
Stock Repurchase Program [Abstract] | ||||
Stock repurchased and retired during period (in shares) | 12,700,000 | 7,400,000 | 11,300,000 | |
Stock repurchased and retired during period, cost | $ 3,390 | $ 1,439 | $ 2,099 | |
New stock repurchase program (in shares) | 50,000,000 | |||
Remaining number of shares authorized to be repurchased (in shares) | 8,000,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net income | $ 3,005 | $ 2,013 | $ 2,722 |
Dividend equivalent payments, Basic | (2) | (3) | (5) |
Dividend equivalent payments, Diluted | 0 | (2) | 0 |
Income available to common stockholder's, Basic | 3,003 | 2,010 | 2,717 |
Income available to common stockholder's, Diluted | $ 3,005 | $ 2,011 | $ 2,722 |
Weighted-average shares outstanding, basic (in shares) | 246.9 | 255.1 | 263.3 |
Dilutive effect of outstanding options and share-settled awards (in shares) | 1.2 | 1.5 | 2.3 |
Adjusted weighted-average shares outstanding, diluted (in shares) | 248.1 | 256.6 | 265.6 |
Basic (in dollars per share) | $ 12.16 | $ 7.88 | $ 10.32 |
Diluted (in dollars per share) | $ 12.11 | $ 7.84 | $ 10.25 |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Securities Excluded from Computation of EPS (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)location | Dec. 31, 2020USD ($)location | |
Commitments and Contingencies Disclosure [Abstract] | ||
Environmental liability | $ 49,000,000 | $ 54,000,000 |
Current environmental liability | $ 15,000,000 | $ 15,000,000 |
Known cleanup and remediation locations and projects | location | 88 | 100 |
Number of sites - representative sample | location | 16 | |
Liability associated with those sites | $ 36,000,000 | |
Environmental locations representative sample liability payout period, in years | 5 years | |
Responsible locations with another party | location | 8 | |
Self-insured injury/damage to third parties - and above, per occurrence | $ 75,000,000 | |
Self-insured injury/damage to third party - up to | 800,000,000 | |
Self-insured for bodily injury and property damage to third parties above, for specific perils | $ 1,100,000,000 | |
Self-insured, percentage of potential losses covered | 87.00% | |
Self-insured NS owned property - and above, per occurrence | $ 75,000,000 | |
Self-insured NS owned property - up to | 275,000,000 | |
Purchase commitments | $ 916,000,000 |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Current Portion of Casualty and Other Claims Included in Accounts Payable | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Beginning Balance | $ 182 | $ 212 | $ 213 | |
Expenses | 20 | 27 | 22 | |
Other Accounts | [1] | 80 | 81 | 131 |
Deductions | [2] | 116 | 138 | 154 |
Ending Balance | 166 | 182 | 212 | |
Casualty and Other Claims Included in Other Liabilities | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Beginning Balance | 169 | 171 | 158 | |
Expenses | [3] | 77 | 80 | 89 |
Other Accounts | 0 | 0 | 0 | |
Deductions | [4] | 76 | 82 | 76 |
Ending Balance | $ 170 | $ 169 | $ 171 | |
[1] | Includes revenue refunds and overcharges provided through deductions from operating revenues and transfers from other accounts. | |||
[2] | Payments and reclassifications to/from accounts payable. | |||
[3] | Includes adjustments for changes in estimates for prior years’ claims. | |||
[4] | Payments and reclassifications to/from other liabilities. |