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Norfolk Southern Corp – ‘10-K’ for 12/31/03 – EX-7

On:  Friday, 2/13/04, at 1:47pm ET   ·   For:  12/31/03   ·   Accession #:  702165-4-53   ·   File #:  1-08339

Previous ‘10-K’:  ‘10-K’ on 2/24/03 for 12/31/02   ·   Next:  ‘10-K’ on 3/2/05 for 12/31/04   ·   Latest:  ‘10-K’ on 2/5/24 for 12/31/23

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  As Of                Filer                Filing    For·On·As Docs:Size

 2/13/04  Norfolk Southern Corp             10-K       12/31/03   11:3.2M

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.50M 
 2: 10-K        Annual Report -- nscf10k                             PDF    401K 
 3: EX-1        Underwriting Agreement                              HTML     28K 
 4: EX-2        Plan of Acquisition, Reorganization, Arrangement,   HTML     25K 
                          Liquidation or Succession                              
 5: EX-3        Articles of Incorporation/Organization or By-Laws   HTML     54K 
 6: EX-4        Instrument Defining the Rights of Security Holders  HTML     26K 
 7: EX-5        Opinion re: Legality                                HTML     10K 
 8: EX-6        Opinion re: Discount on Capital Shares              HTML     11K 
 9: EX-7        Opinion re: Liquidation Preference                  HTML     31K 
10: EX-8        Opinion re: Tax Matters                             HTML     11K 
11: EX-9        Voting Trust Agreement                              HTML    444K 


EX-7   —   Opinion re: Liquidation Preference


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  NSC 2003 Form 10-K Exhibit 31  

EXHIBIT 31, Page 1 of 2

 

 

 

CERTIFICATIONS OF CEO AND CFO PURSUANT TO

EXCHANGE ACT RULE 13a-14(a) OR RULE 15d-14(a)

 

 

 


I, David R. Goode, certify that:

 

 

 

1.

I have reviewed this annual report on Form 10-K of Norfolk Southern Corporation;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact

 

or omit to state a material fact necessary to make the statements made, in light of the circumstances

 

under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

c.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

 

Date:   Feb. 12, 2004

 

 

 

 

/s/ David R. Goode

 

David R. Goode

 

Chairman, President and Chief Executive Officer

 


EXHIBIT 31, Page 2 of 2

 

 


I, Henry C. Wolf, certify that:

 

 

 

1.

I have reviewed this annual report on Form 10-K of Norfolk Southern Corporation;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact

 

or omit to state a material fact necessary to make the statements made, in light of the circumstances

 

under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

c.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

 

Date:      Feb. 12, 2004

 

 

 

 

 

 

 

 

 

 

/s/ Henry C. Wolf

 

Henry C. Wolf

 

Vice Chairman and Chief Financial Officer

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/13/04
2/12/048-K
For Period End:12/31/034,  5
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Filing Submission 0000702165-04-000053   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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