2 unchanged sentences
None of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.
−Removed: Bylaws of Norfolk Southern Corporation, as amended July 25, 2023, are incorporated by reference to Exhibit 3(ii) to the Registrant’s Current Report on Form 8-K filed on July 27, 2023.
−Removed: Eleventh Supplemental Indenture, dated as of August 2, 2023, between the Registrant and U.S.
−Removed: Bank Trust Company, National Association (as successor to U.S.
−Removed: Bank National Association), as trustee is incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on August 2, 2023.
+Added: Fourth Omnibus Amendment Agreement dated February 28, 2024 between NSRC, BA Leasing, BSC, LLC, Bank of America, N.A as Administrative Agent, and each of the Rent Assignees.
+Added: Offer Letter for John Orr dated March 18, 2024.
+Added: 10.3*,** Retention Agreement for Ann A.
+Added: Adams dated January 29, 2024.
+Added: 10.4*,** Norfolk Southern Corporation Executive Management Incentive Plan, as approved by shareholders May 14, 2015, and as amended effective March 27, 2018, November 17, 2020, November 17, 2023, and April 2, 2024.
31-A* Rule 13a-14(a)/15d-14(a) CEO Certifications.
1 unchanged sentence
32* Section 1350 Certifications.
−Removed: 101* The following financial information from Norfolk Southern Corporation’s Quarterly Report on Form 10-Q for the third quarter of 2023, formatted in Inline Extensible Business Reporting Language (iXBRL) includes (i) the Consolidated Statements of Income for the third quarter and first nine months of 2023 and 2022;
−Removed: (ii) the Consolidated Statements of Comprehensive Income for the third quarter and first nine months of 2023 and 2022;
−Removed: (iii) the Consolidated Balance Sheets at September 30, 2023 and December 31, 2022;
−Removed: (iv) the Consolidated Statements of Cash Flows for the first nine months of 2023 and 2022;
−Removed: (v) the Consolidated Statements of Changes in Stockholders’ Equity for the third quarter and first nine months of 2023 and 2022;
+Added: 101* The following financial information from Norfolk Southern Corporation’s Quarterly Report on Form 10-Q for the first quarter of 2024, formatted in Inline Extensible Business Reporting Language (iXBRL) includes (i) the Consolidated Statements of Income for the first quarter of 2024 and 2023;
+Added: (ii) the Consolidated Statements of Comprehensive Income for the first quarter of 2024 and 2023;
+Added: (iii) the Consolidated Balance Sheets at March 31, 2024 and December 31, 2023;
+Added: (iv) the Consolidated Statements of Cash Flows for the first three months of 2024 and 2023;
+Added: (v) the Consolidated Statements of Changes in Stockholders’ Equity for the first quarter of 2024 and 2023;
and (vi) the Notes to Consolidated Financial Statements.
1 unchanged sentence
* Filed herewith.
+Added: ** Management contract or compensatory arrangement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NORFOLK SOUTHERN CORPORATION
−Removed: October 25, 2023 /s/ Claiborne L.
+Added: April 24, 2024 /s/ Claiborne L.
Vice President and Controller
(Principal Accounting Officer) (Signature)
−Removed: October 25, 2023 /s/ Denise W.
+Added: April 24, 2024 /s/ Denise W.
Corporate Secretary (Signature)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.