NSC 10-K Annual Report Dec. 31, 2018 | Alphaminr
NORFOLK SOUTHERN CORP
ALPHAMINR

NSC 10-K Fiscal year ended Dec. 31, 2018

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NORFOLK SOUTHERN CORP
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TABLE OF CONTENTS
Part IItem 1. Business and Item 2. PropertiesItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

(i)(b) An amendment to the Articles of Incorporation of Norfolk Southern Corporation is incorporated by reference to Exhibit 3(i) to Norfolk Southern Corporations Form 8-K filed on May 18, 2010. (SEC File No. 001-08339) (ii) The Bylaws of Norfolk Southern Corporation, as amended February 6, 2019, are incorporated by reference to Exhibit 3(ii) to Norfolk Southern Corporations Form 8-K filed on February 8, 2019. (SEC File No. 001-08339) (iii) The Bylaws of Norfolk Southern Corporation, as amended January 23, 2019, effective February 10, 2019, are incorporated by reference to Exhibit 3(iii) to Norfolk Southern Corporations Form 8-K filed on January 25, 2019. (SEC File No. 001-08339) (d) Indenture, dated August 27, 2004, among PRR Newco, Inc., as Issuer, and Norfolk Southern Railway Company, as Guarantor, and The Bank of New York, as Trustee, is incorporated by reference to Exhibit 4(1) to Norfolk Southern Corporations Form 10-Q filed on October 28, 2004. (SEC File No. 001-08339) (e) First Supplemental Indenture, dated August 27, 2004, among PRR Newco, Inc., as Issuer, and Norfolk Southern Railway Company, as Guarantor, and The Bank of New York, as Trustee, related to the issuance of notes in the principal amount of approximately $451.8 million, is incorporated by reference to Exhibit 4(m) to Norfolk Southern Corporations Form 10-Q filed on October 28, 2004. (SEC File No. 001-08339) (i) Twelfth Supplemental Indenture, dated as of August 26, 2010, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $250 million, is incorporated by reference to Exhibit 4.2 to Norfolk Southern Corporations Form 8-K filed on August 26, 2010. (SEC File No. 001-08339) (k) First Supplemental Indenture, dated as of June 1, 2009, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $500 million, is incorporated by reference to Exhibit 4.2 to Norfolk Southern Corporations Form 8-K filed on June 1, 2009. (SEC File No. 001-08339) (l) Second Supplemental Indenture, dated as of May 23, 2011, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $400 million, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on May 23, 2011. (SEC File No. 001-08339) (m) Indenture, dated as of September 14, 2011, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $595,504,000, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on September 15, 2011. (SEC File No. 001-08339) (n) Third Supplemental Indenture, dated as of September 14, 2011, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $4,492,000, is incorporated by reference to Exhibit 4.2 to Norfolk Southern Corporations Form 8-K filed on September 15, 2011. (SEC File No. 001-08339) (o) Fourth Supplemental Indenture, dated as of November 17, 2011, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of two series of notes, one in the principal amount of $500 million and one in the principal amount of $100 million, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on November 17, 2011. (SEC File No. 001-08339) (p) Indenture, dated as of March 15, 2012, between the Registrant and U.S. Bank Trust National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on March 15, 2012. (SEC File No. 001-08339) (q) First Supplemental Indenture, dated as of March 15, 2012, between the Registrant and U.S. Bank Trust National Association, as Trustee, is incorporated by reference to Exhibit 4.2 to Norfolk Southern Corporations Form 8-K filed on March 15, 2012. (SEC File No. 001-08339) (r) Indenture, dated as of August 20, 2012, between the Registrant and U.S. Bank Trust National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Registrants Form 8-K filed on August 21, 2012. (SEC File No. 001-08339) (s) Second Supplemental Indenture, dated as of September 7, 2012, between the Registrant and U.S. Bank Trust National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on September 7, 2012. (SEC File No. 001-08339) (t) Third Supplemental Indenture, dated as of August 13, 2013, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $500,000,000, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on August 13, 2013. (SEC File No. 001-08339) (u) Fourth Supplemental Indenture, dated as of November 21, 2013, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $400,000,000, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on November 21, 2013. (SEC File No. 001-08339) (v) Indenture, dated as of June 2, 2015, between Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on June 2, 2015. (SEC File No. 001-08339) (w) First Supplemental Indenture, dated as of June 2, 2015, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.2 to Norfolk Southern Corporations Form 8-K filed on June 2, 2015. (SEC File No. 001-08339) (x) Second Supplemental Indenture, dated as of November 3, 2015, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on November 3, 2015. (SEC File No. 001-08339) (y) Third Supplemental Indenture, dated as of June 3, 2016, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on June 3, 2016. (SEC File No. 001-08339) (z) Fourth Supplemental Indenture, dated as of May31, 2017, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Corporations Form 8-K filed May 31, 2017. (SEC File No. 001-08339) (aa) Indenture, dated as of August 15, 2017, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference herein to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed August 15, 2017. (SEC File No. 001-08339) (bb) Indenture, dated as of November 16, 2017, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference herein to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed November 16, 2017. (SEC File No. 001-08339) (cc) Indenture, dated as of February 28, 2018 between the Registrant and U.S. Bank National Association, as Trustee. The Indenture is incorporated by reference herein to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed February 28, 2018. (SEC File No. 001-08339) (dd) First Supplemental Indenture, dated as of February 28, 2018, between the Registrant and U.S. Bank National Association, as Trustee. The Indenture is incorporated by reference herein to Exhibit 4.2 to Norfolk Southern Corporations Form 8-K filed February 28, 2018. (SEC File No. 001-08339) (ee) Second Supplemental Indenture, dated as of August 2, 2018, between the Registrant and U.S. Bank National Association, as Trustee. The Indenture is incorporated by reference herein to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed August 2, 2018. (SEC File No. 001-08339) (d) Amendment No. 3 dated as of June 1, 1999, and executed in April 2004, to the Transaction Agreement, dated June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail, Inc., Consolidated Rail Corporation, and CRR Holdings LLC, is incorporated by reference from Exhibit 10(dd) to Norfolk Southern Corporations Form 10-Q filed on July 30, 2004. (SEC File No. 001-08339) (f) Amendment No. 6 dated as of April 1, 2007, to the Transaction Agreement, dated June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Railway Company, Conrail, Inc., Consolidated Rail Corporation, and CRR Holdings LLC, is incorporated by reference to Exhibit 10.5 to Norfolk Southern Corporations Form 10-Q filed on July 27, 2007. (SEC File No. 001-08339) (m) Amendment No. 4, dated as of June 1, 2005, and executed in late June 2005, to the Shared Assets Area Operating Agreements for North Jersey, South Jersey/Philadelphia, and Detroit, dated as of June 1, 1999, by and among Consolidated Rail Corporation, CSX Transportation, Inc., and Norfolk Southern Railway Company, with exhibits thereto, is incorporated by reference to Exhibit 99 to Norfolk Southern Corporations Form 8-K filed on July 1, 2005. (SEC File No. 001-08339) (p) Second Amendment, dated December 28, 2009, to the Master Agreement dated July 27, 1999, by and between North Carolina Railroad Company and Norfolk Southern Railway Company, is incorporated by reference to Exhibit 10(q) to Norfolk Southern Corporations Form 10-K filed on February 17, 2010 (Exhibits, annexes and schedules omitted.The Registrant will furnish supplementary copies of such materials to the SEC upon request). (SEC File No. 001-08339) (r)* Norfolk Southern Corporation Executive Management Incentive Plan, as approved by shareholders May 14, 2015, and as amended effective March 27, 2018, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 10-Q filed on April 25, 2018. (SEC File No. 001-08339) (t)* The Norfolk Southern Corporation Directors Restricted Stock Plan, adopted January 1, 1994, and amended and restated effective as of January 23, 2015, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 10-Q filed on October25, 2017. (SEC File No. 001-08339) (u)* Supplemental Benefit Plan of Norfolk Southern Corporation and Participating Subsidiary Companies, adopted June 1, 1982, as amended and restated effective as of June 26, 2015, is incorporated by reference to Exhibit 10.2 to Norfolk Southern Corporations Form 10-Q filed on October 25, 2017. (SEC File No. 001-08339) (v)* Retirement Plan of Norfolk Southern Corporation and Participating Subsidiary Companies effective June 1, 1982, as amended and restated effective January 1, 2016, is incorporated by reference to Exhibit 10(hh) to Norfolk Southern Corporations Form10K filed on February 6, 2017. (SEC File No. 001-08339) (w)* The Norfolk Southern Corporation Directors Charitable Award Program, as amended effective July 2007, is incorporated by reference to Exhibit 10.6 to Norfolk Southern Corporations Form 10-Q filed on July 27, 2007. (SEC File No. 001-08339) (x) The Norfolk Southern Corporation Thoroughbred Stock Option Plan, as amended effective July 22, 2013, is incorporated by reference to Exhibit 10.2 to Norfolk Southern Corporations Form 10-Q filed on July 24, 2013. (SEC File No. 001-08339) (y)*, ** The Norfolk Southern Corporation Executive Life Insurance Plan, as amended and restated effective December 1, 2018. (z)* The description of Norfolk Southern Corporations executive physical reimbursement for non-employee directors and certain executives is incorporated by reference to Norfolk Southern Corporations Form 8-K filed on July 28, 2005; but no reimbursements will be made for physical examinations performed for non-employee directors after July 30, 2016. (SEC File No. 001-08339) (aa)*,** The Norfolk Southern Corporation Long-Term Incentive Plan, as approved by shareholders May 14, 2015, and as amended July 29, 2016, November 29, 2016, November 28, 2017, and November 27, 2018. (bb) The Transaction Agreement, dated as of December 1, 2005, by and among Norfolk Southern Corporation, The Alabama Great Southern Railroad Company, Kansas City Southern, and The Kansas City Southern Railway Company, is incorporated by reference to Exhibit 10(II) to Norfolk Southern Corporations Form 10-K filed on February 23, 2006 (Exhibits, annexes, and schedules omitted.The Registrant will furnish supplementary copies of such materials to the SEC upon request). (SEC File No. 001-08339) (cc) Amendment No. 1, dated as of January 17, 2006, by and among Norfolk Southern Corporation, The Alabama Great Southern Railroad Company, Kansas City Southern, and The Kansas City Southern Railroad , is incorporated by reference to Exhibit 10(mm) to Norfolk Southern Corporations Form 10-K filed on February 23, 2006. (SEC File No. 001-08339) (dd) Amendment No. 2, dated as of May 1, 2006, to the Transaction Agreement, dated as of December 1, 2005, by and among Norfolk Southern Corporation, The Alabama Great Southern Railroad Company, Kansas City Southern, and The Kansas City Southern Railway Company is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 8-K filed on May 4, 2006. (SEC File No. 001-08339) (ee) Limited Liability Agreement of Meridian Speedway, LLC, dated as of May 1, 2006, by and among the Alabama Great Southern Railroad Company and Kansas City Southern, is incorporated by reference to Exhibit 10.2 to Norfolk Southern Corporations Form 8-K filed on May 4, 2006. (SEC File No. 001-08339) (ff) Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 99 to Norfolk Southern Corporations Form 8-K filed on November 14, 2007. (SEC File No. 001-08339) (gg) Amendment No. 1 to Transfer and Administration Agreement dated as of November 8, 2007, and effective as of October 22, 2008, is incorporated by reference to Exhibit 99 to Norfolk Southern Corporations Form 8-K filed on October 23, 2008. (SEC File No. 001-08339) (hh) Amendment No. 2, dated as of May 19, 2009, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 10-Q filed on July 31, 2009. (SEC File No. 001-08339) (ii) Amendment No. 3, dated as of August 21, 2009, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 10-Q filed on October 30, 2009. (SEC File No. 001-08339) (jj) Amendment No. 4, dated as of October 22, 2009, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 99 to Norfolk Southern Corporations Form 8-K filed on October 22, 2009. (SEC File No. 001-08339) (kk) Amendment No. 5, dated as of January 5, 2010, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 10(xx) to Norfolk Southern Corporations Form 10-K filed on February 17, 2010. (SEC File No. 001-08339) (ll) Amendment No. 6, dated as of August 30, 2010, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 10-Q filed on October 29, 2010. (SEC File No. 001-08339) (mm) Amendment No. 7, dated as of October 21, 2010, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 99 to Norfolk Southern Corporations Form 8-K filed on October 22, 2010. (SEC File No. 001-08339) (nn) Amendment No. 8, dated as of October 20, 2011, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 99 to Norfolk Southern Corporations Form 8-K filed on October 20, 2011. (SEC File No. 001-08339) (oo) Amendment No. 9, dated as of October 18, 2012, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 99 to Norfolk Southern Corporations Form 8-K filed on October 22, 2012. (SEC File No. 001-08339) (pp) Amendment No. 10, dated as of October 17, 2013, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 8-K filed on October 18, 2013. (SEC File No. 001-08339) (qq) Amendment No. 11 to Transfer and Administration Agreement dated as of October 16, 2014, is hereby incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 8-K filed on October 17, 2014. (SEC File No. 001-08339) (rr) Amendment No. 12 to Transfer and Administration Agreement dated as of June 3, 2016 (Schedules III and IV omitted. The Registrant will furnish supplementary copies of such materials to the SEC upon request), is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 8-K filed on June 6, 2016. (SEC File No. 001-08339) (ss) Omnibus Amendment, dated as of March 18, 2008, to the Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 10-Q filed on April 23, 2008. (SEC File No. 001-08339) (tt) Transaction Agreement (Pan Am Transaction Agreement), dated May 15, 2008, by and among Norfolk Southern Railway Company, Pan Am Railways, Inc., Boston and Maine Corporation, and Springfield Terminal Railway Company, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 10-Q filed on July 24, 2008 (Exhibits, annexes and schedules omitted.The Registrant will furnish supplementary copies of such materials to the SEC upon request). (SEC File No. 001-08339) (uu) Letter Agreement, dated October 21, 2008, by and among Norfolk Southern Railway Company, Pan Am Railways, Inc., Boston and Maine Corporation, and Springfield Terminal Railway Company amending certain terms of the Pan Am Transaction Agreement, is incorporated by reference to Exhibit 10(rrr) to Norfolk Southern Corporations Form 10-K filed on February 18, 2009. (SEC File No. 001-08339) (vv)* Directors Deferred Fee Plan of Norfolk Southern Corporation, adopted June 1, 1982 and as amended and restated effective October 3, 2014, is incorporated by reference to Exhibit 10 to Norfolk Southern Corporations Form 10-Q filed on October 22, 2014. (SEC File No. 001-08339) (ww)*,** Norfolk Southern Corporation Executives Deferred Compensation Plan, as amended and restated effective January 1, 2019. (xx)* Amendment to Norfolk Southern Corporation Officers Deferred Compensation Plan, effective January 1, 2008, is incorporated by reference to Exhibit 10.03 to Norfolk Southern Corporations Form 8-K filed on July 24, 2008. (SEC File No. 001-08339) (yy)* Stock Unit Plan of Norfolk Southern Corporation dated as of July 24, 2001, as amended on August 21, 2008, with an effective date of January 1, 2009, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 10-Q filed on October 24, 2008. (SEC File No. 001-08339) (zz)* Form of Amended and Restated Change in Control Agreement between Norfolk Southern Corporation and certain executive officers (including named executive officers identified in the Corporations Proxy Statement for the 2019 annual Meeting of Stockholders who entered into change in control agreements before 2016), is incorporated by reference to Exhibit 10(aaaa) to Norfolk Southern Corporations Form 10-K filed on February 18, 2009. (SEC File No. 001-08339) (aaa) Limited Liability Company Agreement of Pan Am Southern LLC, dated as of April 9, 2009, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 8-K filed on April 9, 2009 (exhibits, annexes, and schedules omitted the Registrant will furnish supplementary copies of such materials to the SEC upon request). (SEC File No. 001-08339) (bbb)* Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for Outside Directors as approved by the Compensation Committee on November 28, 2016, is incorporated by reference to Exhibit 10(ggg) to Norfolk Southern Corporations Form 10-K filed on February 6, 2017. (SEC File No. 001-08339) (ccc)* Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for performance share units approved by the Compensation Committee on November 27, 2017, is incorporated by reference to Exhibit 10(ddd) to Norfolk Southern Corporations Form 10-K filed on February 5, 2018. (SEC File No. 001-08339) (ddd)* Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for non-qualified stock options approved by the Compensation Committee on November 27, 2017, is incorporated by reference to Exhibit 10(eee) to Norfolk Southern Corporations Form 10-K filed on February 5, 2018. (SEC File No. 001-08339) (eee)* Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for restricted stock units approved by the Compensation Committee on November 27, 2017, is incorporated by reference to Exhibit 10(fff) to Norfolk Southern Corporations Form 10-K filed on February 5, 2018. (SEC File No. 001-08339) (fff)* Form of Norfolk Southern Corporation Long-Term Incentive Plan, Non-Compete Agreement Associated with Award Agreement, approved by the Compensation Committee on November 28, 2016, is incorporated by reference to Exhibit 10(kkk) to Norfolk Southern Corporations 10-K filed on February 6, 2017. (SEC File No. 001-08339) (hhh) Omnibus Amendment, dated as of January 17, 2011, to Pan Am Transaction Agreement dated as of May 15, 2008, and Limited Liability Company Agreement of Pan Am Southern LLC dated as of April 9, 2009, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 10-Q filed on April 27, 2012. (SEC File No. 001-08339) (iii)* Form of Amendment to Amended and Restated Change in Control Agreements between Norfolk Southern Corporation and the Corporations Chairman, President and Chief Executive Officer, and each of the Corporations Executive Vice Presidents, to eliminate the excise tax gross-up provision in the Agreements, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 8-K filed on January 23, 2013. (SEC File No. 001-08339) (jjj)* Form of Change in Control Agreement between Norfolk Southern Corporation and executive officers who did not enter into a change in control agreement before 2016, is incorporated by reference to Exhibit 10(ooo) to Norfolk Southern Corporations Form 10-K filed on February 8, 2016. (SEC File No. 001-08339) (kkk) Credit Agreement dated as of May 26, 2016, establishing a 5-year, $750 million, unsecured revolving credit facility of the Registrant, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 8-K filed on May 27, 2016. (SEC File No. 001-08339) 21** Subsidiaries of the Registrant. 23** Consent of Independent Registered Public Accounting Firm. 31-A** Rule 13a-14(a)/15d-014(a) CEO Certification. 31-B** Rule 13a-14(a)/15d-014(a) CFO Certification. 32** Section 1350 Certifications. 99** Annual CEO Certification pursuant to NYSE Rule 303A.12(a).