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July 24, 2002

Norfolk Southern Reports Second-Quarter, First-Half Results

  • Second-quarter 2002 net income and earnings per share rose 11 percent compared to the same period of 2001.
  • The railway operating ratio improved by 2.5 percentage points.
  • Railway operating expenses declined by $39 million, or 3 percent.

NEW YORK, NY - Norfolk Southern Corporation (NYSE: NSC) today reported second-quarter net income of $119 million, or $0.31 per diluted share, an increase of 11 percent, compared with net income of $107 million, or $0.28 per diluted share, in the second quarter of 2001.

"Second-quarter results demonstrate our commitment to continued improvement in net income, operating expenses and operating ratio," said David R. Goode, chairman, president and chief executive officer. "We expect to continue to build on that progress.

"We also were pleased with the growth in our intermodal and general merchandise business in the quarter, at the same time that coal was down for the period," Goode said.

For the first six months, net income was $205 million, or $0.53 per diluted share. For the comparable period of 2001, net income was $181 million, or $0.47 per diluted share, and included an after-tax gain of $13 million, or $0.03 per diluted share, related to the 1998 sale of Norfolk Southern's former trucking subsidiary.

Second-quarter railway operating revenues were $1.6 billion, unchanged compared with second quarter 2001. For the first six months of 2002, operating revenues were $3.1 billion, down slightly compared with the same period a year earlier.

Intermodal revenues climbed seven percent in the second quarter to $295 million and improved three percent for the first six months to $565 million, reflecting increased demand for consumer products and traffic growth from the introduction of new services.

Second-quarter general merchandise revenues of $948 million were the highest of any quarter in Norfolk Southern's history and improved three percent compared to second quarter 2001. For the first six months, general merchandise revenues increased one percent to $1.82 billion compared with the year-earlier period. All general merchandise commodity groups reported revenue growth except the paper group. Automotive revenues, strengthened by continued strong domestic production, posted the largest gain, growing by $15 million, or six percent, during the quarter, and $29 million, or six percent, for the first six months.

Coal revenues declined 11 percent in the second quarter to $350 million compared with second quarter 2001. For the first six months, coal revenues of $709 million were down 10 percent compared with the first half of 2001. Slow-moving utility stockpiles and soft electricity production due to mild weather continued to weaken demand for utility coal.

Railway operating expenses were $1.27 billion for the quarter, down three percent compared to second quarter 2001, and $2.53 billion for the first six months, down four percent compared to the first half of last year. The decrease in operating expenses in both periods primarily reflects reductions in fuel costs and freight car rental charges.

"During the quarter, we also continued to benefit from our scheduled operating plan as Norfolk Southern achieved lower terminal dwell times and faster train speeds," Goode said.

For the quarter, the railway operating ratio improved 2.5 percentage points to 79.8 percent compared with 82.3 percent in the same period of 2001. This represents the best operating ratio since the Conrail integration in the second quarter of 1999. For the first six months, the operating ratio also improved 2.6 percentage points to 81.9 percent, compared with 84.5 during the same period of 2001.

Norfolk Southern Corporation (NYSE: NSC) is one of the nation's premier transportation companies. Its Norfolk Southern Railway subsidiary operates 21,500 route miles in 22 states, the District of Columbia and Ontario, serving every major container port in the eastern United States and providing superior connections to western rail carriers. NS operates the East's most extensive intermodal network and is the nation's largest rail carrier of automotive parts and finished vehicles. The corporation's Pocahontas Land Corp. subsidiary manages more than a million acres of natural resources, while its T-Cubed subsidiary installs and markets telecommunications facilities.


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


                                                       Three Months Ended
                                                             June 30,
                                                       ------------------
                                                         2002       2001
                                                         ----       ----
 Railway operating revenues:           
  Coal                                                 $    350   $    395
  General merchandise                                       948        922
  Intermodal                                                295        275
                                                       --------   --------
    TOTAL RAILWAY OPERATING REVENUES                      1,593      1,592
                                                       --------   --------

 Railway operating expenses:
  Compensation and benefits                                 497        502
  Materials, services and rents                             364        377
  Conrail rents and services                                103        106
  Depreciation                                              129        128
  Diesel fuel                                                84        106
  Casualties and other claims                                37         40
  Other                                                      57         51
                                                       --------   --------
    TOTAL RAILWAY OPERATING EXPENSES                      1,271      1,310
                                                       --------   --------

     Income from railway operations                         322        282

 Other income - net                                           2         24
 Interest expense on debt                                  (130)      (139)
                                                       --------   --------
     Income before income taxes                             194        167

 Provision for income taxes:
  Current                                                    33         20
  Deferred                                                   42         40
                                                       --------   --------
    TOTAL INCOME TAXES                                       75         60
                                                       --------   --------
    NET INCOME                                         $    119   $    107
                                                       ========   ========

 Earnings per share:
  Basic and diluted                                    $   0.31   $   0.28

  Average shares outstanding (000's)                    388,261    385,022

 See note to financial statements.
-------------------------------------------------------------------------


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


                                                         Six Months Ended
                                                              June 30,
                                                         ------------------
                                                           2002       2001
                                                           ----       ----
 Railway operating revenues:
  Coal                                                 $    709   $    788
  General merchandise                                     1,817      1,793
  Intermodal                                                565        551
                                                       --------   --------
    TOTAL RAILWAY OPERATING REVENUES                      3,091      3,132
                                                       --------   --------

 Railway operating expenses:
  Compensation and benefits                               1,020      1,021
  Materials, services and rents                             703        749
  Conrail rents and services                                216        211
  Depreciation                                              256        255
  Diesel fuel                                               165        223
  Casualties and other claims                                72         77
  Other                                                     100        109
                                                       --------   --------
    TOTAL RAILWAY OPERATING EXPENSES                      2,532      2,645
                                                       --------   --------
     Income from railway operations                         559        487

 Other income - net                                          36         51
 Interest expense on debt                                  (264)      (280)
                                                       --------   --------
     Income from continuing operations
      before income taxes                                   331        258

 Provision for income taxes: 
  Current                                                    56         86
  Deferred                                                   70          4
                                                       --------   --------
    TOTAL INCOME TAXES                                      126         90
                                                       --------   --------
     Income from continuing operations                      205        168

 Discontinued operations -- gain on sale
  of motor carrier, net of taxes (note 1)                    --         13
                                                       --------   --------

    NET INCOME                                         $    205   $    181 
                                                       ========   ========

 Earnings per share:
  Income from continuing operations,
   basic and diluted                                   $   0.53   $   0.44
  Net income, basic and diluted                        $   0.53   $   0.47

 Average shares outstanding (000's)                     387,712    384,756

See note to financial statements.
--------------------------------------------------------------------------
     

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

                                                 June 30,       December 31,
                                                   2002             2001
                                                   ----             ----
 ASSETS
 Current assets:
  Cash and cash equivalents                    $     94         $    204
  Accounts receivable - net                         523              475
  Due from Conrail                                    5                8
  Materials and supplies                            100               90
  Deferred income taxes                             166              162
  Other current assets                               70              108
                                               --------         --------
        Total current assets                        958            1,047

 Investment in Conrail                            6,178            6,161

 Properties less accumulated depreciation        11,305           11,208

 Other assets                                     1,083            1,002
                                               --------         --------
         TOTAL ASSETS                          $ 19,524         $ 19,418
                                               ========         ========
LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
  Accounts payable                             $    845         $    848
  Income and other taxes                            277              312
  Due to Conrail                                     77              373
  Other current liabilities                         213              248
  Current maturities of long-term debt              106              605
                                               --------         --------
        Total current liabilities                 1,518            2,386

 Long-term debt                                   7,338            7,027

 Other liabilities                                1,047            1,089

 Due to Conrail                                     398               --

 Minority interests                                  45               45

 Deferred income taxes                            2,866            2,781
                                               --------         --------
         TOTAL LIABILITIES                       13,212           13,328
                                               --------         --------
 Stockholders' equity:
  Common stock $1.00 per share par value            410              407
  Additional paid-in capital                        469              423
  Accumulated other comprehensive loss              (41)             (55)
  Retained income                                 5,494            5,335
                                               --------         --------
                                                  6,332            6,110
   Less treasury stock at cost, 
    21,169,125 shares                               (20)             (20)
                                               --------         --------
         TOTAL STOCKHOLDERS' EQUITY               6,312            6,090
                                               --------         --------
         TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY                  $ 19,524         $ 19,418
                                               ========         ========
See note to financial statements.
--------------------------------------------------------------------------


              Norfolk Southern Corporation and Subsidiaries
                  Consolidated Statements of Cash Flows
                               (Unaudited)
                              ($ millions)
                                
                                                         Six Months Ended
                                                             June 30,
                                                        -------------------
                                                         2002         2001
                                                         ----         ----
 CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                          $    205     $    181
  Reconciliation of net income to net
   cash provided by operating activities:
    Depreciation                                           262          262
    Deferred income taxes                                   70            4
    Equity in earnings of Conrail                          (19)         (26)
    Gains on properties and investments                    (32)         (26)
    Income from discontinued operations (note 1)            --          (13)
    Changes in assets and liabilities
     affecting operations:
       Accounts receivable                                 (48)         (29)
       Materials and supplies                              (10)          (5)
       Other current assets and due from Conrail            53          102
       Current liabilities other than debt                 (34)         (52)
       Other - net                                         (62)         (88)
                                                      --------     --------
         Net cash provided by operating activities         385          310

 CASH FLOWS FROM INVESTING ACTIVITIES:
  Property additions                                      (345)        (425)
  Property sales and other transactions                     (3)          25
  Investments, including short-term                        (44)         (59)
  Investment sales and other transactions                   13           32
                                                      --------     --------
         Net cash used for investing activities           (379)        (427)

 CASH FLOWS FROM FINANCING ACTIVITIES:
  Dividends                                                (46)         (46)
  Common stock issued - net                                 36           13
  Proceeds from borrowings                                 526        1,606
  Debt repayments                                         (632)      (1,409)
                                                      --------     --------
         Net cash provided by (used for)
          financing activities                            (116)         164
                                                      --------     --------
         Net increase (decrease) in cash and
          cash equivalents                                (110)          47

 CASH AND CASH EQUIVALENTS:
  At beginning of year                                     204           --
                                                      --------     --------
  At end of period                                    $     94     $     47
                                                      ========     ========

 SUPPLEMENTAL DISCLOSURES OF CASH-FLOW 
  INFORMATION
   Cash paid during the period for:
    Interest (net of amounts capitalized)             $    268     $    285
    Income taxes                                      $     38     $     67

See note to financial statements.
--------------------------------------------------------------------------
    

NOTES:

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