Norfolk Southern Corporation and Subsidiaries

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes.

OVERVIEW



We are one of the nation's premier transportation companies.  Our Norfolk
Southern Railway Company subsidiary operates approximately 19,500 route miles in
22 states and the District of Columbia, serves every major container port in the
eastern United States, and provides efficient connections to other rail
carriers.  Norfolk Southern is a major transporter of industrial products,
including chemicals, agriculture, and metals and construction materials. In
addition, we operate the most extensive intermodal network in the East and are a
principal carrier of coal, automobiles, and automotive parts.

The execution of the initiatives in our strategic plan allowed us to achieve
records for income from railway operations and railway operating ratio (a
measure of the amount of operating revenues consumed by operating expenses) for
the year. We continued our focus on improving the efficiency of our operations
and utilization of our assets, allowing us to reduce our operating expenses by
3% in the face of a 1% revenue decline.

SUMMARIZED RESULTS OF OPERATIONS



                                                                                                  2019                  2018
                                       2019                 2018              2017              vs. 2018              vs. 2017
                                       ($ in millions, except per share amounts)                                                              (% change)

Income from railway operations   $       3,989           $  3,959          $  3,522                    1   %                12   %
Net income                       $       2,722           $  2,666          $  5,404                    2   %               (51  %)
Diluted earnings per share       $       10.25           $   9.51          $  18.61                    8   %               (49  %)
Railway operating ratio
(percent)                                 64.7               65.4              66.6                   (1  %)                (2  %)



Income from railway operations rose in 2019 as a 3% reduction in railway
operating expenses more than offset the impact of a 1% decline in railway
operating revenues. In addition to higher income from railway operations, net
income and diluted earnings per share growth in 2019 also benefited from a lower
effective tax rate. Our continuing share repurchase program contributed to
diluted earnings per share growth that exceeded that of net income.

On December 22, 2017, the Tax Cuts and Jobs Act ("tax reform") was signed into
law. The following table adjusts our 2017 U.S. Generally Accepted Accounting
Principles (GAAP) financial results to exclude the effects of tax reform,
specifically, the effects of remeasurement of net deferred tax liabilities
related to the reduction of the federal tax rate from 35% to 21% (the "2017 tax
adjustments"). We use these non-GAAP financial measures internally and believe
this information provides useful supplemental information to investors to
facilitate making period-to-period comparisons by excluding the 2017 tax
adjustments. While we believe that these non-GAAP financial measures are useful
in evaluating our business, this information should be considered as
supplemental in nature and is not meant to be considered in isolation or as a
substitute for the related financial information prepared in accordance with
GAAP. In addition, these non-GAAP financial measures may not be the same as
similar measures presented by other companies.

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Reconciliation of Non-GAAP Financial Measures



                                                                      2017                  Adjusted 2017
                                  Reported 2017 (GAAP)           tax adjustments             (non-GAAP)
                                                  ($ in millions, except per share amounts)

Income from railway operations   $            3,522            $           (151)         $          3,371
Net income                       $            5,404            $         (3,482)         $          1,922
Diluted earnings per share       $            18.61            $         (12.00)         $           6.61
Railway operating ratio
(percent)                                      66.6                         1.5                      68.1



In the table below and the paragraph following, references to 2017 results and
related comparisons use the adjusted, non-GAAP results from the reconciliation
in the table above.

                                                                                                                       2018 vs.
                                                                          Adjusted                                     Adjusted
                                                                            2017                 2019                    2017
                                     2019                2018            (non-GAAP)            vs. 2018               (non-GAAP)
                                     ($ in millions, except per share amounts)                                                                   (% change)

Income from railway operations $      3,989           $  3,959          $    3,371                    1   %                    17   %
Net income                     $      2,722           $  2,666          $    1,922                    2   %                    39   %
Diluted earnings per share     $      10.25           $   9.51          $     6.61                    8   %                    44   %
Railway operating ratio
(percent)                              64.7               65.4                68.1                   (1  %)                    (4  %)



Income from railway operations increased in 2018 as compared to 2017, as a 9%
increase in railway operating revenues more than offset a 4% increase in
adjusted operating expenses. In addition to higher income from railway
operations, net income and diluted earnings per share growth in 2018 also
benefited from a lower effective tax rate, primarily due to the enactment of tax
reform. Finally, our share repurchase program resulted in diluted earnings per
share growth that exceeded that of net income.

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DETAILED RESULTS OF OPERATIONS

Railway Operating Revenues



The following tables present a three-year comparison of revenues, volumes
(units), and average revenue per unit by major commodity group.  At the
beginning of 2019, we made changes in the categorization of certain commodity
groups within Merchandise. Prior period railway operating revenues, units, and
revenue per unit have been reclassified to conform to the current presentation
(see Note 2).
                                          Revenues                                                   2019       2018
                             2019           2018           2017         vs. 2018      vs. 2017
                                       ($ in millions)                                                 (% change)
Merchandise:
Chemicals                 $  1,874       $  1,858       $  1,710            1   %          9  %
Agriculture products         1,567          1,514          1,416            4   %          7  %
Metals and construction      1,522          1,539          1,481           (1  %)          4  %
Automotive                     994            991            955            -   %          4  %
Forest and consumer            846            842            795            -   %          6  %
Merchandise                  6,803          6,744          6,357            1   %          6  %
Intermodal                   2,824          2,893          2,452           (2  %)         18  %
Coal                         1,669          1,821          1,742           (8  %)          5  %
Total                     $ 11,296       $ 11,458       $ 10,551           (1  %)          9  %



                                            Units                                                    2019       2018
                             2019           2018           2017         vs. 2018      vs. 2017
                                       (in thousands)                                                  (% change)
Merchandise:
Chemicals                    514.9          523.3          488.6           (2  %)         7   %
Agriculture products         528.5          538.9          524.8           (2  %)         3   %
Metals and construction      721.3          759.7          761.2           (5  %)         -   %
Automotive                   394.7          403.9          423.1           (2  %)        (5  %)
Forest and consumer          273.0          293.3          293.7           (7  %)         -   %
Merchandise                2,432.4        2,519.1        2,491.4           (3  %)         1   %
Intermodal                 4,207.2        4,375.7        4,074.1           (4  %)         7   %
Coal                         914.0        1,033.5        1,046.0          (12  %)        (1  %)
Total                      7,553.6        7,928.3        7,611.5           (5  %)         4   %



                                     Revenue per Unit                                             2019       2018
                             2019          2018          2017        vs. 2018      vs. 2017
                                       ($ per unit)                                                 (% change)
Merchandise:
Chemicals                 $ 3,640       $ 3,551       $ 3,501             3  %          1  %
Agriculture products        2,964         2,809         2,697             6  %          4  %
Metals and construction     2,110         2,026         1,946             4  %          4  %
Automotive                  2,517         2,453         2,257             3  %          9  %
Forest and consumer         3,101         2,870         2,706             8  %          6  %
Merchandise                 2,797         2,677         2,552             4  %          5  %
Intermodal                    671           661           602             2  %         10  %
Coal                        1,826         1,762         1,665             4  %          6  %
Total                       1,495         1,445         1,386             3  %          4  %


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Revenues decreased $162 million in 2019 but increased $907 million in 2018
compared to the prior years. As reflected in the table below, lower 2019
revenues were the result of decreased volumes, partially offset by higher
average revenue per unit, driven by pricing gains. The rise in 2018 revenues was
the result of higher average revenue per unit, driven by pricing gains and
higher fuel surcharge revenue, partially offset by the mix-related impacts of
increased intermodal volume and decreased coal volume. In addition, overall
volume also increased.

The table below reflects the components of the revenue change by major commodity
group.

                                           2019 vs. 2018                                                                        2018 vs. 2017
                                        Increase (Decrease)                                                                  Increase (Decrease)
                                                                        ($ in millions)
                         Merchandise         Intermodal            Coal            Merchandise         Intermodal             Coal

Volume                  $     (232)         $     (111)         $   (210)         $       71          $     182          $        (21)
Fuel surcharge
revenue                        (14)                (30)              (35)                119                159                    20
Rate, mix and
other                          305                  72                93                 197                100                    80

Total                   $       59          $      (69)         $   (152)         $      387          $     441          $         79


Approximately 90% of our revenue base is covered by contracts that include negotiated fuel surcharges. These revenues totaled $578 million, $657 million, and $359 million in 2019, 2018, and 2017, respectively.



For 2020, merchandise and intermodal revenues are expected to increase, while
coal revenues are anticipated to decline, resulting in overall revenues that are
expected to be flat.

MERCHANDISE revenues increased in both 2019 and 2018 compared with the prior
years. In 2019, revenues grew due to higher average revenue per unit, driven by
pricing gains, which were partially offset by volume declines in all commodity
groups. In 2018, revenues grew due to higher average revenue per unit, driven by
pricing gains and higher fuel surcharge revenue, as well as higher volumes.
Volume gains in chemicals and agriculture products were partially offset by
declines in automotive traffic.

Chemicals revenues rose in both 2019 and 2018 compared with the prior years. In
2019, the rise was the result of higher average revenue per unit, due to pricing
gains, which were partially offset by volume declines. Volume declines in
natural gas, petroleum products, organic and inorganic chemicals, and plastics
were partially offset by gains in crude oil and municipal waste. In 2018, the
rise was the result of higher volume and higher average revenue per unit, due to
pricing gains and higher fuel surcharge revenue. Volumes grew due to increased
shipments of crude oil, liquefied petroleum gas, plastics, and municipal waste
shipments, partially offset by a decrease in coal ash shipments.

Agriculture products revenues rose in both 2019 and 2018 compared to the prior
years. Growth in 2019 was due to higher average revenue per unit, a result of
pricing gains, which more than offset volume declines. Volumes were down due to
decreased shipments of ethanol, soybeans, and fertilizer, partially offset by
increases in corn shipments. Growth in 2018 was due to higher average revenue
per unit, a result of pricing gains and higher fuel surcharge revenues, and
higher volume. Higher ethanol and fertilizer shipments more than offset declines
in soybean and corn shipments.

Metals and construction revenues declined in 2019 but increased in 2018 compared
to the prior years. In 2019, volume declines were largely offset by higher
average revenue per unit, the result of pricing gains. Volume declines in iron
and steel, coil, sand, and scrap metal were partially offset by increases in
aggregates shipments due to improved service and market strength. In 2018,
higher average revenue per unit, the result of pricing gains and
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higher fuel surcharge revenue, drove the increase while volumes remained flat.
Volume increases in frac sand shipments for use in natural gas drilling in the
Marcellus and Utica regions were offset by declines in aggregates, cement,
aluminum, and iron and steel.

Automotive revenues were flat in 2019 and increased in 2018 compared to the
prior years. In 2019, higher average revenue per unit, driven by price
increases, offset volume declines that were primarily the result of decreases in
U.S. light vehicle production and the United Automobile Workers strike in the
fourth quarter. In 2018, higher average revenue per unit, driven by price
increases and higher fuel surcharge revenues, more than offset volume declines.
Traffic declines were the result of shortages of availability of multilevel
equipment and scheduled automotive plant downtime.

Forest and consumer revenues were flat in 2019 and increased in 2018 compared to
the prior years. In 2019, higher average revenue per unit, the result of pricing
gains, offset volume declines. Volume declines were primarily driven by reduced
shipments of pulpboard, lumber and wood, and kaolin. In 2018, higher average
revenue per unit, the result of pricing gains and higher fuel surcharge revenue
drove the increase while volumes remained flat. Gains in pulpboard, a result of
tightened truck capacity, were offset by decreases in pulp, woodchip, and
graphic paper.

INTERMODAL revenues decreased in 2019, but increased considerably in 2018
compared to the prior years. The decline in 2019 was driven by lower volumes,
which were partially offset by higher average revenue per unit, a result of
pricing gains. The rise in 2018 was driven by higher average revenue per unit, a
result of increased fuel surcharge revenue and pricing gains, and higher volume.

Intermodal units by market were as follows:


                                                                                                                       2019                 2018
                                               2019                     2018                    2017                 vs. 2018             vs. 2017
                                                               (units in thousands)                                                                               (% change)

Domestic                                         2,593.5                 2,801.1                 2,585.0                  (7  %)                  8  %
International                                    1,613.7                 1,574.6                 1,489.1                   2   %                  6  %

Total                                            4,207.2                 4,375.7                 4,074.1                  (4  %)                  7  %


Domestic volume fell in 2019 but increased in 2018. Volume was challenged in 2019 by stronger over-the-road competition. The rise in 2018 benefited from continued highway conversions due to tighter capacity in the truck market, higher truckload pricing, and growth from existing accounts.

International volume increased in both periods reflecting increased demand from new and existing customers, despite 2019 volume being somewhat tempered by tariff concerns.



COAL revenues decreased in 2019, but increased in 2018 compared with the prior
years. The decrease in 2019 was a result of lower volume, which was partially
offset by higher average revenue per unit, driven by pricing gains. Revenue
growth in 2018 was the result of higher average revenue per unit, largely the
result of pricing gains, which more than offset volume declines.

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As shown in the following table, total tonnage decreased in both periods.



                                                                                                                      2019                 2018
                                               2019                    2018                    2017                 vs. 2018             vs. 2017
                                                               (tons in thousands)                                                                              (% change)

Utility                                          60,278                  65,688                  67,899                  (8  %)               (3  %)
Export                                           23,324                  28,046                  26,460                 (17  %)                6   %
Domestic metallurgical                           13,562                  15,500                  15,675                 (13  %)               (1  %)
Industrial                                        4,655                   5,410                   5,545                 (14  %)               (2  %)

Total                                           101,819                 114,644                 115,579                 (11  %)               (1  %)



Utility coal tonnage declined in both periods from continued headwinds from low
natural gas prices as well as additional natural gas and renewable energy
generating capacity, that were slightly offset by our service improvements and
customer inventory rebuilding.

Export coal tonnage decreased in 2019 but increased in 2018. The decline in 2019
was a result of weak thermal seaborne pricing and coal supply disruptions at
certain mines. The increase in 2018 was due to strong seaborne pricing that
resulted in higher demand for U.S. coal.

Domestic metallurgical coal tonnage was down in both years. The decline in 2019
was a reflection of challenging overall market conditions including softening
domestic steel demand, customer sourcing changes, and plant outages. The decline
in 2018 was a reflection of customer sourcing changes.

Industrial coal tonnage decreased in both years driven by customer sourcing changes and pressure from natural gas conversions.

Railway Operating Expenses



Railway operating expenses summarized by major classifications were as follows:

                                                                                               2019                 2018
                                          2019             2018             2017             vs. 2018             vs. 2017
                                                     ($ in millions)                                                                     (% change)

Compensation and benefits              $ 2,751          $ 2,925          $ 2,979                  (6  %)               (2  %)
Purchased services and rents             1,725            1,730            1,414                   -   %               22   %
Fuel                                       953            1,087              840                 (12  %)               29   %
Depreciation                             1,138            1,102            1,055                   3   %                4   %
Materials and other                        740              655              741                  13   %              (12  %)

Total                                  $ 7,307          $ 7,499          $ 7,029                  (3  %)                7   %



In 2019, expenses fell as our strategic initiatives to improve productivity
resulted in lower compensation, equipment rents, and materials expense. These
decreases along with lower fuel prices and consumption were partially offset by
lower gains on property sales, increased depreciation, and a write-off of a $32
million receivable as a result of a legal dispute. In 2018, expenses rose due to
higher fuel prices as well as volume-related increases and costs associated with
overall lower network velocity, partially offset by higher gains on property
sales.
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Compensation and benefits decreased in 2019, reflecting changes in:



•employment levels (down $117 million),
•incentive and stock-based compensation (down $83 million),
•overtime and recrews (down $45 million),
•higher capitalized labor ($9 million),
•2018 employment tax refund ($31 million unfavorable in 2019),
•pay rates (up $76 million), and
•other (down $27 million).

In 2018, compensation and benefits decreased, a result of changes in:
•employment levels (down $61 million),
•health and welfare benefit rates for agreement employees (down $34 million),
•employment tax refund ($31 million benefit),
•incentive and stock-based compensation (down $7 million),
•pay rates (up $34 million),
•overtime and recrews (up $58 million), and
•other (down $13 million).

Our employment averaged 24,587 in 2019, compared with 26,662 in 2018, and 27,110 in 2017.



Purchased services and rents includes the costs of services purchased from
outside contractors, including the net costs of operating joint (or leased)
facilities with other railroads and the net cost of equipment rentals. In 2017,
this line item includes a $151 million benefit from the 2017 tax adjustments
($36 million in purchased services and $115 million in equipment rents) in the
form of higher income of certain equity investees.
                                                                   2019            2018
                        2019          2018          2017         vs. 2018        vs. 2017
                                ($ in millions)                                                     (% change)

Purchased services   $ 1,434       $ 1,367       $ 1,233              5   %            11  %
Equipment rents          291           363           181            (20  %)           101  %

Total                $ 1,725       $ 1,730       $ 1,414              -   %            22  %



The increase in purchased services in 2019 was the result of increased
technology-related expenses, expenses associated with our headquarters
relocation, and increased intermodal-related costs partially offset by decreased
transportation activities. The increase in purchased services in 2018 was
largely the result of the absence of the benefit from the 2017 tax adjustments,
higher intermodal volume-related costs, additional transportation and
engineering activities as well as higher technology costs.

Equipment rents, which includes our cost of using equipment (mostly freight
cars) owned by other railroads or private owners less the rent paid to us for
the use of our equipment, decreased in 2019, but increased in 2018. In 2019, the
decrease was largely due to improved network velocity and the absence of
short-term locomotive resource costs incurred in the prior year. In 2018, the
rise was due to the absence of the benefits from the 2017 tax adjustments, the
impact of slower network velocity, the cost of additional short-term locomotive
resources as well as growth in volume.

Fuel expense, which includes the cost of locomotive fuel as well as other fuel
used in railway operations, decreased in 2019, but increased in 2018. The change
in both years was principally due to locomotive fuel prices (down 8% in 2019 and
up 25% in 2018) which decreased expenses $82 million in 2019 but increased
expenses $208 million in 2018. Locomotive fuel consumption decreased 4% in 2019,
but increased 3% in 2018. We consumed
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approximately 451 million gallons of diesel fuel in 2019, compared with 472 million gallons in 2018 and 458 million gallons in 2017.

Depreciation expense increased in both periods, a reflection of growth in our roadway and equipment capital base as we continue to invest in our infrastructure and rolling stock, and technology.



Materials and other expenses increased in 2019 but decreased in 2018 as shown in
the following table.

                                                                      2019            2018
                                2019        2018        2017        vs. 2018        vs. 2017
                                      ($ in millions)                                                 (% change)

Materials                     $ 327       $ 362       $ 348            (10  %)           4   %
Casualties and other claims     193         176         145             10   %          21   %
Other                           220         117         248             88   %         (53  %)

Total                         $ 740       $ 655       $ 741             13   %         (12  %)



Materials expense decreased in 2019, due primarily to lower locomotive repair
costs as a result of fewer locomotives in service. In 2018, the increase was
primarily a result of higher locomotive repair costs.

Casualties and other claims expenses include the estimates of costs related to
personal injury, property damage, and environmental matters. The 2019 expense
increased, primarily the result of higher costs related to environmental
remediation matters and higher personal injury costs. The 2018 expense
increased, primarily the result of higher derailment-related costs.

Other expense increased in 2019 but decreased in 2018, largely a result of gains
from sales of operating properties. Gains from operating property sales amounted
to $64 million, $158 million, and $79 million in 2019, 2018, and 2017,
respectively. In 2019, the increase was additionally impacted by the write-off
of a $32 million receivable as a result of a legal dispute. In 2018, the decline
was also impacted by the inclusion of net rental income from operating property
previously included in "Other income - net" of $78 million, partially offset by
increased costs as a result of the relocation of our train dispatchers to
Atlanta, Georgia.

Other income - net



Other income - net increased in 2019 but decreased in 2018. The increase in 2019
was driven by higher returns on corporate-owned life insurance (COLI)
investments and increased gains on sales of non-operating property, which more
than offset a $49 million impairment loss related to our natural resource assets
that we are actively marketing to sell. The decline in 2018 was driven by the
absence of net rental income as discussed above and unfavorable returns from
COLI investments.

Income Taxes

The effective income tax rate was 22.0% in 2019, compared with 23.1% in 2018 and
negative 72.8% in 2017.  Both 2019 and 2018 benefited from favorable reductions
in deferred taxes for state tax law changes and certain business tax credits,
while 2019 and 2017 benefited from higher returns from COLI. Income taxes in
2018 benefited from the effects of the enactment of tax reform in late 2017 that
lowered the federal corporate income tax rate. Income taxes in 2017 included a
benefit of $3,331 million related to the effects of the enactment of tax reform
from the reduction in our net deferred tax liabilities driven by the change in
the federal rate. All three years benefited from favorable tax benefits
associated with stock-based compensation.

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For 2020, we expect the effective income tax rate to range from 23% to 24%.

FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES



Cash provided by operating activities, our principal source of liquidity, was
$3.9 billion in 2019, $3.7 billion in 2018, and $3.3 billion in 2017. The
increases in both 2019 and 2018 were primarily the result of improved operating
results. We had working capital deficits of $219 million and $729 million at
December 31, 2019, and 2018, respectively. Cash, cash equivalents, and
restricted cash totaled $580 million and $446 million at December 31, 2019, and
2018, respectively. We expect cash on hand combined with cash provided by
operating activities will be sufficient to meet our ongoing obligations.

Contractual obligations at December 31, 2019, include interest on fixed-rate
long-term debt, long-term debt (Note 9), unconditional purchase obligations
(Note 17), operating leases (Note 10), long-term advances from Conrail and
agreements with Consolidated Rail Corporation (CRC) (Note 6), and unrecognized
tax benefits (Note 4):

                                                                                2021 -           2023 -           2025 and
                                              Total             2020             2022             2024           Subsequent         Other
                                                                                   ($ in millions)

Interest on fixed-rate long-term debt $ 15,285 $ 568

$ 1,070 $ 988 $ 12,659 $ - Long-term debt principal

                     13,005              316            1,189            1,000             10,500              -
Unconditional purchase obligations            1,225              499              521               82                123              -
Operating leases                                630              110              183              131                206              -
Long-term advances from Conrail                 280                -                -                -                280              -
Agreements with CRC                             176               40               80               56                  -              -
Unrecognized tax benefits*                       24                -                -                -                  -             24

Total                                      $ 30,625          $ 1,533          $ 3,043          $ 2,257          $  23,768          $  24

* This amount is shown in the Other column because the year of settlement cannot be reasonably estimated.



Off balance sheet arrangements consist primarily of unrecognized obligations,
including unconditional purchase obligations and future interest payments on
fixed-rate long-term debt, which are included in the table above. In addition,
we entered into a synthetic lease during 2019 which is discussed further in Note
10.

Cash used in investing activities was $1.8 billion in 2019, compared with $1.7
billion in 2018, and $1.5 billion in 2017.  In 2019, increased corporate owned
life insurance activity and higher property additions were partially offset by
increased proceeds from property sales. In 2018, higher property additions drove
the increase.

Capital spending and track and equipment statistics can be found within the "Railway Property" section of Part I of this report on Form 10-K. For 2020, we expect capital spending to approximate 16% to 18% of revenues.



Cash used in financing activities was $2.0 billion in 2019, compared with $2.3
billion in 2018, and $2.0 billion in 2017. Both year-over-year comparisons
reflect higher debt repayments and increased dividends. In 2019, the decrease
was also impacted by fewer repurchases of common stock. In 2018, the increase
was also impacted by increased repurchases of common stock, but tempered by
increased proceeds from borrowings.

Share repurchases totaled $2.1 billion in 2019, $2.8 billion in 2018, and $1.0
billion in 2017 for the purchase and retirement of 11.3 million, 17.1 million
(including 7.0 million shares repurchased for $1.2 billion under the Accelerated
Share Repurchase (ASR) program), and 8.2 million shares, respectively. As of
December 31, 2019, 28.0 million shares remain authorized by our Board of
Directors for repurchase.  The timing and volume of future
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share repurchases will be guided by our assessment of market conditions and other pertinent factors. Any near-term purchases under the program are expected to be made with internally generated cash, cash on hand, or proceeds from borrowings.



In May 2019, we issued $200 million of 3.80% senior notes due 2028, $400 million
of 4.10% senior notes due 2049, and $200 million of 5.10% senior notes due 2118.
In November 2019, we issued $400 million of 2.55% senior notes due 2029, and
$400 million of 3.40% senior notes due 2049.

In May 2019, we also renewed and amended our accounts receivable securitization
program, increasing our maximum borrowing capacity from $400 million to $450
million with a term expiring in May 2020. We had no amounts outstanding at both
December 31, 2019 and 2018.
We discuss our credit agreement and our accounts receivable securitization
program in Note 9, and we have authority from our Board of Directors to issue an
additional $1.6 billion of debt or equity securities through public or private
sale, all of which provide for access to additional liquidity should the need
arise. Our debt-to-total capitalization ratio was 44.5% at December 31, 2019,
compared with 42.0% at December 31, 2018.

Upcoming annual debt maturities are disclosed in Note 9. Overall, our goal is to
maintain a capital structure with appropriate leverage to support our business
strategy and provide flexibility through business cycles.

APPLICATION OF CRITICAL ACCOUNTING POLICIES



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 revenue and expenses
during the reporting period. These estimates and assumptions may require
judgment about matters that are inherently uncertain, and future events are
likely to occur that may require us to make changes to these estimates and
assumptions. Accordingly, we regularly review these estimates and assumptions
based on historical experience, changes in the business environment, and other
factors we believe to be reasonable under the circumstances. The following
critical accounting policies are a subset of our significant accounting policies
described in Note 1.

Pensions and Other Postretirement Benefits



Accounting for pensions and other postretirement benefit plans requires us to
make several estimates and assumptions (Note 12). These include the expected
rate of return from investment of the plans' assets and the expected retirement
age of employees as well as their projected earnings and mortality. In addition,
the amounts recorded are affected by changes in the interest rate environment
because the associated liabilities are discounted to their present value. We
make these estimates based on our historical experience and other information
that we deem pertinent under the circumstances (for example, expectations of
future stock market performance). We utilize an independent actuarial consulting
firm's studies to assist us in selecting appropriate actuarial assumptions and
valuing related liabilities.

In recording our net pension benefit, we assumed a long-term investment rate of
return of 8.25%, which was supported by the long-term total rate of return on
plan assets since inception, as well as our expectation of future returns. A
one-percentage point change to this rate of return assumption would result in a
$23 million change in pension expense. We review assumptions related to our
defined benefit plans annually, and while changes are likely to occur in
assumptions concerning retirement age, projected earnings, and mortality, they
are not expected to have a material effect on our net pension expense or net
pension liability in the future. The net pension liability is recorded at net
present value using discount rates that are based on the current interest rate
environment in light of the timing of expected benefit payments. We utilize
analyses in which the projected annual cash flows from the pension and
postretirement benefit plans are 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. A one-percentage point change to this discount
rate assumption would result in about an $18 million change in pension expense.
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Properties and Depreciation



Most of our assets are long-lived railway properties (Note 7). "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.
See Note 1 for a more detailed discussion of the assumptions and estimates in
this area.

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 the replacement of self-contructed assets. 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.

Depreciation expense for 2019 totaled $1.1 billion. Our composite depreciation
rates for 2019 are disclosed in
Note 7; a one year increase (or decrease) in the estimated average useful lives
of depreciable assets would have resulted in an approximate $40 million decrease
(or increase) to depreciation expense.

Personal Injury

Casualties and other claims expense, included in "Materials and other" in the Consolidated Statements of Income, includes our accrual for personal injury liabilities.



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. The actuarial firm studies our
historical patterns of reserving for claims and subsequent settlements, taking
into account relevant outside influences. We adjust the liability quarterly
based upon our assessment and the results of the study. Our estimate is subject
to inherent limitation given the difficulty of predicting future events and as
such the ultimate loss sustained may vary from the estimated liability recorded.

For a more detailed discussion of the assumptions and estimates in accounting for personal injury see Note 17.

Income Taxes



Our net deferred tax liability totaled $6.8 billion at December 31, 2019 (Note
4). This liability is estimated based on the expected future tax consequences of
items recognized in the financial statements. After application of the federal
statutory tax rate to book income, judgment is required with respect to the
timing and deductibility of expenses in our income tax returns. For state income
and other taxes, judgment is also required with respect to the apportionment
among the various jurisdictions. A valuation allowance is recorded if we expect
that it is more likely than not that deferred tax assets will not be realized.
We have a $54 million valuation allowance on $513 million of deferred tax assets
as of December 31, 2019, reflecting the expectation that almost all of these
assets will be realized.

OTHER MATTERS

Labor Agreements

Approximately 80% of our railroad employees are covered by collective bargaining
agreements with various labor unions.  Pursuant to the Railway Labor Act, these
agreements remain in effect until new agreements are reached, or until the
bargaining procedures mandated by the Railway Labor Act are completed.  We
largely bargain nationally in concert with other major railroads, represented by
the National Carriers Conference Committee.  Moratorium provisions in the labor
agreements govern when the railroads and unions may propose changes to the
agreements.
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The next round of bargaining commenced on November 1, 2019 with both management and the unions serving their formal proposals for changes to the collective bargaining agreements.

Market Risks



At December 31, 2019, we had no outstanding debt subject to interest rate
fluctuations. Market risk for fixed-rate debt is estimated as the potential
increase in fair value resulting from a one percentage point decrease in
interest rates as of December 31, 2019, and amounts to an increase of
approximately $2.1 billion to the fair value of our debt at December 31, 2019.
We consider it unlikely that interest rate fluctuations applicable to these
instruments will result in a material adverse effect on our financial position,
results of operations, or liquidity.

New Accounting Pronouncements

For a detailed discussion of new accounting pronouncements, see Note 1.

Inflation



In preparing financial statements, GAAP requires the use of historical cost that
disregards the effects of inflation on the replacement cost of property. As a
capital-intensive company, we have most of our capital invested in long-lived
assets. The replacement cost of these assets, as well as the related
depreciation expense, would be substantially greater than the amounts reported
on the basis of historical cost.

FORWARD-LOOKING STATEMENTS



Certain statements in Management's Discussion and Analysis of Financial
Condition and Results of Operations are "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, as amended.  These statements relate to future events or our
future financial performance and involve known and unknown risks, uncertainties,
and other factors that may cause our actual results, levels of activity,
performance, or our achievements or those of our industry to be materially
different from those expressed or implied by any forward-looking statements.  In
some cases, forward-looking statements can be identified by terminology such as
"may," "will," "could," "would," "should," "expect," "plan," "anticipate,"
"intend," "believe," "estimate," "project," "consider," "predict," "potential,"
"feel," or other comparable terminology.  We have based these forward-looking
statements on our current expectations, assumptions, estimates, beliefs, and
projections.  While we believe these expectations, assumptions, estimates,
beliefs, and projections are reasonable, such forward-looking statements are
only predictions and involve known and unknown risks and uncertainties, many of
which involve factors or circumstances that are beyond our control.  These and
other important factors, including those discussed in Item 1A "Risk Factors,"
may cause actual results, performance, or achievements to differ materially from
those expressed or implied by these forward-looking statements.  The
forward-looking statements herein are made only as of the date they were first
issued, and unless otherwise required by applicable securities laws, we disclaim
any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The information required by this item is included in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "Market Risks."


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