Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.62M
2: EX-4.HH Instrument Defining the Rights of Security Holders HTML 35K
3: EX-10.AA Material Contract HTML 135K
4: EX-10.DDD Material Contract HTML 58K
5: EX-10.XX Material Contract HTML 70K
6: EX-21 Subsidiaries List HTML 49K
7: EX-23 Consent of Experts or Counsel HTML 32K
8: EX-31.A Certification -- §302 - SOA'02 HTML 36K
9: EX-31.B Certification -- §302 - SOA'02 HTML 36K
10: EX-32 Certification -- §906 - SOA'02 HTML 33K
26: R1 Cover Page HTML 93K
82: R2 Consolidated Statements of Income HTML 81K
98: R3 Consolidated Statements of Comprehensive Income HTML 53K
60: R4 Consolidated Balance Sheets HTML 102K
24: R5 Consolidated Balance Sheets (Parenthetical) HTML 40K
81: R6 Consolidated Statements of Cash Flows HTML 111K
97: R7 Consolidated Statements of Changes In HTML 67K
Stockholders' Equity
62: R8 Consolidated Statements of Changes In HTML 32K
Stockholders' Equity (Parenthetical)
18: R9 Summary of Significant Accounting Policies HTML 60K
45: R10 Railway Operating Revenues HTML 71K
29: R11 Other Income - Net HTML 52K
72: R12 Income Taxes HTML 146K
109: R13 Fair Value Measurements HTML 52K
47: R14 Investments HTML 64K
30: R15 Properties HTML 164K
73: R16 Current Liabilities HTML 60K
110: R17 Debt HTML 68K
43: R18 Leases HTML 93K
31: R19 Other Liabilities HTML 51K
90: R20 Pensions and Other Postretirement Benefits HTML 333K
103: R21 Stock-Based Compensation HTML 186K
67: R22 Stockholders' Equity HTML 157K
27: R23 Stock Repurchase Programs HTML 33K
91: R24 Earnings Per Share HTML 86K
104: R25 Commitments and Contingencies HTML 52K
68: R26 Quarterly Financial Data HTML 79K
28: R27 Valuation and Qualifying Accounts HTML 96K
92: R28 Summary of Significant Accounting Policies HTML 85K
(Policy)
102: R29 Railway Operating Revenues (Tables) HTML 67K
106: R30 Other Income - Net (Tables) HTML 52K
71: R31 Income Taxes (Tables) HTML 150K
33: R32 Fair Value Measurements (Tables) HTML 42K
49: R33 Investments (Tables) HTML 55K
105: R34 Properties (Tables) HTML 162K
70: R35 Current Liabilities (Tables) HTML 60K
32: R36 Debt (Tables) HTML 64K
48: R37 Leases (Tables) HTML 94K
107: R38 Other Liabilities (Tables) HTML 51K
69: R39 Pensions and Other Postretirement Benefits HTML 333K
(Tables)
100: R40 Stock-Based Compensation (Tables) HTML 192K
89: R41 Stockholders' Equity (Tables) HTML 157K
17: R42 Earnings Per Share (Tables) HTML 84K
59: R43 Quarterly Financial Data (Tables) HTML 78K
99: R44 Summary of Significant Accounting Policies HTML 61K
(Details)
88: R45 Summary of Significant Accounting Polices - New HTML 50K
Accounting Pronouncements (Details)
16: R46 Railway Operating Revenues (Details) HTML 65K
58: R47 Railway Operating Revenues - Schedule of Account HTML 49K
Receivables (Details)
101: R48 Other Income - Net (Details) HTML 40K
87: R49 Income Taxes - Provisions For Income Taxes HTML 55K
(Details)
78: R50 Income Taxes - Reconciliation Of Statutory Rate To HTML 74K
Effective Rate (Details)
116: R51 Income Taxes - Narrative (Details) HTML 47K
50: R52 Income Taxes - Schedule Of Deferred Tax Assets And HTML 61K
Liabilities (Details)
35: R53 Income Taxes - Reconciliation Of Unrecognized Tax HTML 38K
Benefits (Details)
79: R54 Fair Value Measurements (Details) HTML 37K
117: R55 Investments (Details) HTML 51K
51: R56 Investments - Narrative (Details) HTML 83K
36: R57 Properties (Details) HTML 85K
80: R58 Properties - Narrative (Details) HTML 41K
115: R59 Current Liabilities (Details) HTML 65K
63: R60 Debt - Debt With Interest Rates And Maturities HTML 59K
(Details)
20: R61 Debt - Debt Maturities (Details) HTML 47K
83: R62 Debt - Narrative (Details) HTML 77K
93: R63 Leases - Narrative (Details) HTML 70K
66: R64 Leases - Operating Lease Included in Balance Sheet HTML 39K
(Details)
23: R65 Leases - Lease Cost (Details) HTML 39K
86: R66 Leases - Additional Information (Details) HTML 34K
96: R67 Leases - Future Minimum Lease Payments (Details) HTML 49K
61: R68 Leases - Prior Year Future Minimum Lease Payments HTML 50K
(Details)
25: R69 Leases - Operating Lease Expense (Details) HTML 40K
42: R70 Other Liabilities (Details) HTML 55K
55: R71 Pensions and Other Postretirement Benefits - HTML 100K
Benefit Obligations and Plan Assets (Details)
114: R72 Pensions and Other Postretirement Benefits - HTML 54K
Benefit Cost Components (Details)
77: R73 Pensions and Other Postretirement Benefits - Other HTML 59K
Changes Recognized in Other Comprehensive Loss
(Details)
39: R74 Pensions and Other Postretirement Benefits - HTML 55K
Benefit Assumptions (Details)
52: R75 Pensions and Other Postretirement Benefits - HTML 40K
Health Care Cost Trend Assumptions (Details)
111: R76 Pensions and Other Postretirement Benefits - HTML 43K
Pension Plan Weighted-Average Asset Allocations,
By Asset Category (Details)
74: R77 Pensions and Other Postretirement Benefits - Fair HTML 76K
Value of Plan Assets (Details)
38: R78 Pensions and Other Postretirement Benefits - HTML 49K
Estimated Future Benefit Payments (Details)
57: R79 Pensions and Other Postretirement Benefits - HTML 84K
Narrative (Details)
41: R80 Stock-Based Compensation - Narrative (Details) HTML 97K
54: R81 Stock-Based Compensation - Schedule of Options HTML 46K
Granted Under LTIP and TSOP (Details)
113: R82 Stock-Based Compensation - Schedule of HTML 36K
Compensation Costs and Tax Benefit (Details)
76: R83 Stock-Based Compensation - Schedule of Assumptions HTML 43K
Used for LTIP and TSOP Grants (Details)
40: R84 Stock-Based Compensation - Schedule of Stock HTML 55K
Option Activity (Details)
53: R85 Stock-Based Compensation - Summary of Stock HTML 42K
Options Exercised (Details)
112: R86 Stock-Based Compensation - Schedule of Options HTML 43K
(Details)
75: R87 Stock-Based Compensation - Summary of Stock Awards HTML 70K
Outstanding (Details)
37: R88 Stock-Based Compensation - Schedule of Stock HTML 41K
Available for Future Grants (Details)
56: R89 Stockholders' Equity - Narrative (Details) HTML 49K
64: R90 Stockholders' Equity - Accumulated Other HTML 54K
Comprehensive Loss (Details)
21: R91 Stockholders' Equity - Other Comprehensive Income HTML 71K
(Loss) Of Equity Investees (Details)
84: R92 Stock Repurchase Programs - Narrative (Details) HTML 51K
94: R93 Earnings Per Share (Details) HTML 70K
65: R94 Earnings Per Share - Antidilutive Securities HTML 33K
Excluded from Computation of EPS (Details)
22: R95 Commitments and Contingencies (Details) HTML 57K
85: R96 Quarterly Financial Data (Details) HTML 56K
95: R97 Valuation and Qualifying Accounts (Details) HTML 47K
34: XML IDEA XML File -- Filing Summary XML 208K
44: XML XBRL Instance -- nsc-20191231_htm XML 4.47M
46: EXCEL IDEA Workbook of Financial Reports XLSX 121K
12: EX-101.CAL XBRL Calculations -- nsc-20191231_cal XML 336K
13: EX-101.DEF XBRL Definitions -- nsc-20191231_def XML 850K
14: EX-101.LAB XBRL Labels -- nsc-20191231_lab XML 2.08M
15: EX-101.PRE XBRL Presentations -- nsc-20191231_pre XML 1.32M
11: EX-101.SCH XBRL Schema -- nsc-20191231 XSD 218K
19: JSON XBRL Instance as JSON Data -- MetaLinks 463± 689K
108: ZIP XBRL Zipped Folder -- 0000702165-20-000011-xbrl Zip 1.47M
‘EX-4.HH’ — Instrument Defining the Rights of Security Holders
UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
In this description of securities, except as otherwise indicated or the context otherwise requires, “Norfolk Southern,”“we,”“our,”“us” or the “Company” refer to Norfolk Southern Corporation and its consolidated subsidiaries.
General
The
following summary of our common stock is not meant to be a complete description. For more information, you also should refer to our Restated Articles of Incorporation (the “Articles of Incorporation”), our Bylaws (the “Bylaws”) and the Virginia Stock Corporation Act (the “Virginia Act”). Under the Articles of Incorporation, our authorized capital stock consists of 1,350,000,000 shares of common stock, par value $1.00 per share, and 25,000,000 shares of preferred stock, without par value.
As
of January 31, 2020, Norfolk Southern had 257,844,180 shares of common stock issued and outstanding, excluding 20,320,777 shares held by our wholly owned subsidiaries. For all matters submitted to a vote of stockholders, each holder of common stock is entitled to one vote for each share registered in his or her name on our books. Our common stock does not have cumulative voting rights. As a result, subject to the voting rights of any outstanding preferred stock (of which there currently is none), the persons who hold a majority of the outstanding common stock entitled to elect members of the board of directors (the “Board”) can elect all of the directors of the
company.
If the Board declares a dividend, common stockholders will receive payments from the funds of Norfolk Southern that are legally available to pay dividends. However, this dividend right is subject to any preferential dividend rights we may grant to the persons who hold preferred stock, if any is issued. If Norfolk Southern is dissolved, the holders of common stock will be entitled to share ratably in all the assets that remain after we pay (i) our liabilities and (ii) any amounts we may owe to the persons who hold our preferred stock, if any is issued. Common stockholders do not have preemptive rights, and they have no right to convert their common stock into any other securities. All outstanding shares of common stock are duly authorized, validly issued, fully paid and nonassessable.
The transfer agent and registrar for our common stock is American Stock Transfer and Trust
Company.
Certain Provisions of the Virginia Stock Corporation Act
The Virginia Act contains certain anti-takeover provisions regarding, among other things, affiliated transactions and control share acquisitions. In general, the Virginia Act’s affiliated transactions provisions prevent a Virginia corporation from engaging in an “affiliated transaction” (as defined in the Virginia Act) with an “interested shareholder” (generally defined as a person owning more than 10% of any class of voting securities of the corporation) unless approved by a majority of the “disinterested directors” (as defined in the Virginia Act) and the holders of at least two thirds of the outstanding voting stock not owned by the interested shareholder, subject to certain exceptions.
Under
the control share acquisitions provisions of the Virginia Act, shares acquired in a “control share acquisition,” generally defined as transactions that increase the voting strength of the person acquiring such shares above certain thresholds in elections of directors generally, have no voting rights unless they are granted by a majority of the outstanding voting stock not owned by such acquiring person, by an officer of Norfolk Southern or by an employee-director of Norfolk Southern. If such voting rights are granted and the acquiring person controls 50% or more of the voting power, all shareholders, other than the acquiring person, are entitled to receive “fair value” (as defined in the Virginia Act) for their shares. If such voting rights are not granted, the corporation may, if authorized by its articles of incorporation or bylaws,
purchase the acquiring person’s shares at their cost to the acquiring person. A Virginia corporation has the right to “opt out” of the control share acquisition statute, and effective January 27, 2009, the Board amended our bylaws to “opt out” of the statute.
Dates Referenced Herein and Documents Incorporated by Reference