Form 8-K NORFOLK SOUTHERN CORP For: May 28

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 28, 2015 (May 28, 2015)

 

 

 

 

NORFOLK SOUTHERN CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Virginia		1-8339		52-1188014
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

Three Commercial Place Norfolk, Virginia 23510-9241		(757) 629-2680
(Address of principal executive offices)		(Registrant’s telephone number, including area code)

No Change

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 8.01.

Other Events

This Current Report on Form 8-K (this “Report”) is filed for the purpose of incorporating the contents of this Report in the Registration Statement on Form S-3 (No. 333-202023) (the “Registration Statement”) and filing the attached Exhibit No. 12.1 as an exhibit to the Registration Statement.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

The following exhibit is filed as part of this Report:

 

Exhibit Number		Description
12.1		Computation of Ratio of Earnings to Fixed Charges for the three-month period ended March 31, 2015 and each of the five fiscal years in the five-year period ended December 31, 2014.

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SIGNATURE

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 hereunto duly authorized.

 

Date: May 28, 2015

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EXHIBIT INDEX

 

Exhibit Number		Description
12.1		Computation of Ratio of Earnings to Fixed Charges for the three-month period ended March 31, 2015 and each of the five fiscal years in the five-year period ended December 31, 2014.

Exhibit 12.1

NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES

Computation of Ratio of Earnings to Fixed Charges

 

		Three months ended March 31,				Year ended December 31,
		2015				2014				2013				2012				2011				2010
		($ in millions)
EARNINGS
Income from continuing operations before income taxes as reported		$	495			$	3,134			$	2,965			$	2,758			$	2,918			$	2,367
Add (subtract):
Total interest expenses (as detailed below)			144				592				576				546				504				517
Amortization of capitalized interest			3				11				12				10				9				8
Income of partially owned entities(1)			(7	)			(46	)			(51	)			(45	)			(39	)			(43	)
Total earnings		$	635			$	3,691			$	3,502			$	3,269			$	3,392			$	2,849
FIXED CHARGES
Interest expense on debt		$	132			$	545			$	525			$	495			$	455			$	462
Interest expense on unrecognized tax benefit			—				1				1				(1	)			(9	)			1
Other interest expense			3				11				11				10				12				16
Calculated interest portion of rent expense(2)			9				35				39				42				46				38
Total interest expenses			144				592				576				546				504				517
Capitalized interest			5				19				18				20				19				15
Total fixed charges		$	149			$	611			$	594			$	566			$	523			$	532
RATIO OF EARNINGS TO FIXED CHARGES			4.26				6.04				5.90				5.78				6.49				5.36

 

(1)	Represents undistributed income of equity investees included in income from continuing operations before income taxes as reported.

(2)	Interest component of leases includes one-third of rental expense which approximates the interest component of operating leases.

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