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April 24, 2002

Norfolk Southern Reports First-Quarter 2002 Results

For the first quarter of 2002 vs. the same period of 2001:

  • Income from continuing operations improved 41 percent.
  • Earnings increased to $0.22 per diluted share.
  • The railway operating ratio improved 2.5 percentage points.
  • Railway operating expenses declined 6 percent.
  • Results achieved despite continuing weak economy.

NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) today reported that income from continuing operations rose 41 percent in first quarter 2002 as the company reduced operating expenses and increased operating efficiency.

Income from continuing operations climbed to $86 million, or $0.22 per diluted share, compared to $61 million, or $0.16 per diluted share, a year earlier, excluding last year's gain of $0.03 per diluted share from the sale of a former motor carrier subsidiary.

"We are pleased to report another quarter of year-over-year improvement in our financial results, achieved during a period marked by continuing economic slowness and weak coal demand," said David R. Goode, chairman, president and chief executive officer. "During the quarter, we made solid progress in strengthening service reliability and operating efficiency with the implementation of the Thoroughbred Operating Plan, our scheduled transportation plan for merchandise shipments. As economic conditions improve, we expect to make continued improvements and to pick up business from our better service."

In the first quarter, railway operating revenues were $1.50 billion, down 2.7 percent compared to the same period last year.

General merchandise revenues of $869 million were unchanged compared to the first quarter of 2001 despite a two percent, or 12,422 decrease in carloads. Automotive posted a seven percent gain in revenues due to record sales of vehicles, and agricultural product revenues rose three percent on the strength of shipments of grain products. However, there was continued weakness in several business sectors sensitive to the weakened national economy, including paper and forest products, construction materials, metals and chemicals.

Intermodal revenues declined two percent to $270 million compared to the same period a year earlier, primarily as a result of the continued conversion of trailers to containers and the removal of a fuel surcharge that was imposed during last year's first quarter in response to high diesel fuel prices.

Record warm temperatures and high stockpiles reduced demand for utility coal and significantly impacted coal revenues, which dropped to $359 million, a nine percent decline compared to the first quarter of 2001.

Railway operating expenses were $1.26 billion for the quarter, a six percent reduction from the first quarter of 2001. The improvement was due to continued cost discipline and included a $36 million, or 31 percent decline in diesel fuel expenses.

For the quarter, the railway operating ratio, the percentage of revenues that goes into operating the railroad, improved 2.5 percentage points to 84.2 percent compared to 86.7 percent a year earlier.

"Our focus for the coming quarters centers on providing unprecedented customer service, attracting freight from the highways and improving asset utilization," Goode said. He noted that Norfolk Southern has created a new position, vice president of customer service, to support its continuing improvement initiatives.

Norfolk Southern Corporation is a Virginia-based holding company with headquarters in Norfolk. It owns a major freight railroad, Norfolk Southern Railway Company, which operates approximately 21,500 miles of road in 22 states, the District of Columbia and the province of Ontario.


               Norfolk Southern Corporation and Subsidiaries
                    Consolidated Statements of Income
                               (Unaudited)
                     ($ millions except per share)


                                                       Three Months Ended
                                                            March 31,  
                                                       ------------------
                                                         2002       2001
                                                         ----       ----
    Railway operating revenues:           
     Coal                                            $    359    $    393 
     General merchandise                                  869         871 
     Intermodal                                           270         276 
                                                      -------     ------- 
       TOTAL RAILWAY OPERATING REVENUES                 1,498       1,540  
                                                      -------     ------- 
    
    Railway operating expenses:
     Compensation and benefits                            523         519   
     Materials, services and rents                        339         372   
     Conrail rents and services                           113         105
     Depreciation                                         127         127   
     Diesel fuel                                           81         117      
     Casualties and other claims                           35          37   
     Other                                                 43          58    
                                                      -------     ------- 
       TOTAL RAILWAY OPERATING EXPENSES                 1,261       1,335
                                                      -------     ------- 
                                            
        Income from railway operations                    237         205
 
    Other income - net                                     34          27
    Interest expense on debt                             (134)       (141)
                                                      -------     ------- 
        Income from continuing operations
          before income taxes                             137          91

    Provision (benefit) for income taxes: 
     Current                                               23          66
     Deferred                                              28         (36)
                                                      -------     -------
       TOTAL INCOME TAXES                                  51          30
                                                      -------     -------

       Income from continuing operations                   86          61

    Discontinued operations - gain on sale
      of motor carrier, net of taxes (note 1)              --          13
                                                      -------     -------
          
        NET INCOME                                   $     86    $     74
                                                      =======     =======

    Earnings per share:
     Income from continuing operations,
       basic and diluted                             $   0.22    $   0.16
     Net income, basic and diluted                   $   0.22    $   0.19

    Average shares outstanding (000's)                387,163     384,490 

    See note to financial statements.



              Norfolk Southern Corporation and Subsidiaries
                       Consolidated Balance Sheets
                               (Unaudited)
                              ($ millions)

                                              March 31,      December 31,
                                                2002             2001    
                                                ----             ----
    ASSETS
    Current assets:
     Cash and cash equivalents               $    164         $    204                
     Accounts receivable - net                    615              475               
     Due from Conrail                               5                8
     Materials and supplies                        94               90                 
     Deferred income taxes                        169              162              
     Other current assets                          95              108              
                                              -------          -------
           Total current assets                 1,142            1,047                 
                                         
    Investment in Conrail                       6,167            6,161             
    
    Properties less accumulated depreciation   11,280           11,208           
    
    Other assets                                1,052            1,002               
                                              -------          -------
           TOTAL ASSETS                      $ 19,641         $ 19,418          
                                              =======          =======
   LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
     Accounts payable                        $    828         $    848          
     Income and other taxes                       271              312              
     Due to Conrail                                83              373
     Other current liabilities                    291              248                     
     Current maturities of long-term debt         410              605
                                              -------          -------
           Total current liabilities            1,883            2,386            
                 
    Long-term debt                              7,246            7,027            
    
    Other liabilities                           1,061            1,089

    Due to Conrail                                367               --            
    
    Minority interests                             45               45               
    
    Deferred income taxes                       2,828            2,781            
                                              -------          -------
           TOTAL LIABILITIES                   13,430           13,328           
                                              -------          -------
    Stockholders' equity:
     Common stock $1.00 per share par value       409              407              
     Additional paid-in capital                   465              423              
     Accumulated other comprehensive loss         (40)             (55)
     Retained income                            5,397            5,335            
                                              -------          -------
                                                6,231            6,110
    Less treasury stock at cost, 
      21,169,125 shares                           (20)             (20)             
                                              -------          -------
           TOTAL STOCKHOLDERS' EQUITY           6,211            6,090            
                                              -------          -------
           TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY             $ 19,641         $ 19,418          
                                              =======          =======
    See note to financial statements.



              Norfolk Southern Corporation and Subsidiaries
                  Consolidated Statements of Cash Flows
                               (Unaudited)
                              ($ millions)
                                
                                                Three Months Ended March 31,
                                                     ------------------
                                                      2002         2001  
                                                      ----         ----
    CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                     $   86       $   74     
     Reconciliation of net income to
      net cash provided by operating activities:      
       Depreciation                                    131          130         
       Deferred income taxes                            28          (36)           
       Equity in earnings of Conrail                    (8)         (12)
       Gains on properties and investments             (28)          (9)
       Income from discontinued operations (note 1)     --          (13)
       Changes in assets and liabilities 
        affecting operations:
         Accounts receivable                          (140)         (28)        
         Materials and supplies                         (4)          (2)         
         Other current assets and due from Conrail      28           68          
         Current liabilities other than debt            25           --          
         Other - net                                   (55)         (54)           
                                                   -------      ------- 
          Net cash provided by operating activities     63          118         

    CASH FLOWS FROM INVESTING ACTIVITIES:
     Property additions                               (189)        (294)       
     Property sales and other transactions              (7)          10
     Investments, including short-term                 (21)         (35)        
     Investment sales and other transactions            11            2          
                                                   -------      ------- 
          Net cash used for investing activities      (206)        (317)        

    CASH FLOWS FROM FINANCING ACTIVITIES:
     Dividends                                         (23)         (23)       
     Common stock issued - net                          35            4
     Proceeds from borrowings                          133        1,275           
     Debt repayments                                   (42)      (1,003)        
                                                    -------      ------- 
          Net cash provided by 
           financing activities                        103          253       
                                                    -------      -------
          Net increase (decrease) in cash and
           cash equivalents                            (40)          54       

    CASH AND CASH EQUIVALENTS:
     At beginning of year                              204           --          
                                                   -------      ------- 
     At end of period                             $    164     $     54
                                                   =======      ======= 

    SUPPLEMENTAL DISCLOSURES OF CASH-FLOW 
     INFORMATION
      Cash paid during the period for:
       Interest (net of amounts capitalized)       $    79      $    82     
       Income taxes                                $    27      $    62    

    See note to financial statements.    
    
    

NOTES:

NOTE TO FINANCIAL STATEMENTS:

1. DISCONTINUED OPERATIONS -
First quarter 2001 included an additional after-tax gain of $13 million, or 3 cents per share, related to the 1998 sale of NS' motor carrier subsidiary, North American Van Lines, Inc. This non-cash gain resulted from the expiration of certain indemnities contained in the sales agreement.

Media Contact: Bob Fort, Norfolk, 757-629-2710