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January 23, 2002

Norfolk Southern Reports Fourth-Quarter and 2001 Results

NEW YORK, N.Y. - Norfolk Southern Corporation (NYSE: NSC) today reported fourth-quarter net income of $115 million, or $0.30 per diluted share, compared with net income of $5 million, or $0.01 per diluted share, in the fourth quarter of 2000, which included a work-force reduction charge of $39 million, or $0.10 per diluted share. Fourth-quarter results include an after-tax gain of $12 million, or $0.03 per diluted share, from the sale of a real estate parcel.

For the year, net income from continuing operations was $362 million, or $0.94 per diluted share. Reported net income for the year was $375 million, or $0.97 per diluted share, which includes an after-tax gain of $13 million, or $0.03 per diluted share, related to the 1998 sale of Norfolk Southern's former motor carrier subsidiary, North American Van Lines, Inc. For the comparable period of 2000, income from continuing operations was $172 million, or $0.45 per diluted share, and included a work-force reduction charge of $101 million, or $0.26 per diluted share.

"I am encouraged with our progress in 2001 in light of a challenging economy that exerted considerable downward pressure on volumes throughout the year," said David R. Goode, chairman, president and chief executive officer. "The substantial improvements in income both for the quarter and the year reflect the results of our rigorous cost controls, increases in revenue yield and a continual focus on providing safe and reliable service."

In the fourth quarter, railway operating revenues were $1.53 billion, up slightly compared with the fourth quarter of 2000, despite a one percent, or 20,600-unit decrease in carloads. For the year, railway operating revenues were $6.2 billion, up slightly compared with the same period in 2000, on 3 percent, or 222,100 fewer carloads.

Coal revenues climbed five percent in the fourth quarter to $367 million and improved six percent for the year to $1.52 billion, reflecting strength in domestic utility shipments. General merchandise revenues of $871 million in the fourth quarter were unchanged compared to the same period of 2000, but declined two percent to $3.53 billion for the year. Merchandise volumes were down for nearly all commodity groups in both the quarter and the year due to a weak business environment that prevailed throughout the year. Intermodal revenues in the fourth quarter were $292 million, a decline of five percent compared to the fourth quarter of 2000. For the year, intermodal revenues of $1.12 billion were up slightly compared with 2000.

Railway operating expenses in the quarter were $1.3 billion, down seven percent from the fourth quarter of 2000, excluding the work-force reduction charge in that period. For the year, railway operating expenses were $5.2 billion, down four percent from 2000, excluding the work-force reduction charges.

For the quarter, the railway operating ratio improved to 82.0 percent compared with 88.2 percent in the same period of 2000, excluding the work-force reduction charge. For the year, the operating ratio improved to 83.7 percent, compared with 87.0 percent, excluding the work-force reduction charges, during the same period of 2000.

"In 2001 we laid the foundation for additional revenue growth by moving aggressively to strengthen operations, service quality and financial performance," Goode said. "As 2002 progresses, we are well positioned to handle increased business when the economy rebounds, and will continue to focus intensely on making service improvements that will enable Norfolk Southern to capitalize on its expanded network."

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
                                                           December 31,  
                                                       ------------------
                                                         2001       2000
                                                         ----       ----
    Railway operating revenues:           
     Coal                                            $    367    $    348 
     General merchandise                                  871         870 
     Intermodal                                           292         306 
                                                      -------     ------- 
       TOTAL RAILWAY OPERATING REVENUES                 1,530       1,524  
                                                      -------     ------- 
    
    Railway operating expenses:
     Compensation and benefits (note A)                   515         556   
     Materials, services and rents                        332         367   
     Conrail rents and services                            97         114
     Depreciation                                         130         126   
     Diesel fuel                                           96         139      
     Casualties and other claims                           34          43   
     Other                                                 51          63    
                                                      -------     ------- 
       TOTAL RAILWAY OPERATING EXPENSES                 1,255       1,408
                                                      -------     ------- 
                                            
        Income from railway operations                    275         116
 
    Other income - net                                     32          14
    Interest expense on debt                             (136)       (136)
                                                      -------     ------- 
        Income (loss) before income taxes                 171          (6)

    Provision (benefit) for income taxes: 
     Current                                               61         (11)
     Deferred                                              (5)         -- 
                                                      -------     -------
       TOTAL INCOME TAXES                                  56         (11)
                                                      -------     -------
          
        NET INCOME                                   $    115    $      5 
                                                      =======     =======

    Earnings per share:    
     Basic and diluted                               $   0.30    $   0.01

    Average shares outstanding (000's)                385,714     383,802 

    See notes to financial statements.

--------------------------------------------------------------------------


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


                                            Years Ended December 31,
                                            -----------------------
                                                2001         2000
                                                ----         ----

   Railway operating revenues:
    Coal                                     $  1,521     $  1,435
    General merchandise                         3,526        3,605
    Intermodal                                  1,123        1,119
                                              -------      -------
      TOTAL RAILWAY OPERATING REVENUES          6,170        6,159
                                              -------      -------
   Railway operating expenses:
    Compensation and benefits (note A)          2,014        2,234
    Materials, services and rents               1,444        1,445
    Conrail rents and services                    421          478
    Depreciation                                  514          503
    Diesel fuel                                   412          478
    Casualties and other claims                   143          142
    Other                                         215          246
                                              -------      -------
      TOTAL RAILWAY OPERATING EXPENSES          5,163        5,526
                                              -------      -------
        Income from railway operations          1,007          633

   Other income - net (note B)                     99          168
   Interest expense on debt                      (553)        (551)
                                              -------      -------
        Income from continuing operations
          before income taxes                     553          250

   Provision for income taxes:      
    Current                                       147           76
    Deferred                                       44            2
                                              -------      -------
        TOTAL INCOME TAXES                        191           78
                                              -------      -------

        Income from continuing operations         362          172

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

           NET INCOME                        $    375     $    172
                                              =======      =======

   Earnings per share:
    Income from continuing operations,
      basic and diluted                      $   0.94     $   0.45
    Net income, basic and diluted            $   0.97     $   0.45

   Average shares outstanding (000's)         385,158      383,358
      
   See notes to financial statements.
   
----------------------------------------------------------------------------
     

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

                                                 As of December 31,
                                                 -----------------
                                                2001             2000    
                                                ----             ----
    ASSETS
    Current assets:
     Cash and cash equivalents               $    204         $     --
     Short-term investments                        --                2
     Accounts receivable - net                    475              411
     Due from Conrail                               8               31
     Materials and supplies                        90               91
     Deferred income taxes                        162              182
     Other current assets                         108              132
                                              -------          -------
           Total current assets                 1,047              849
                                         
    Investment in Conrail                       6,161            6,154
    
    Properties less accumulated depreciation   11,208           11,105
    
    Other assets                                1,002              868
                                              -------          -------
           TOTAL ASSETS                      $ 19,418         $ 18,976
                                              =======          =======
   LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
     Accounts payable                        $    848         $    925
     Income and other taxes                       312              251
     Notes and accounts payable to Conrail        373              155
     Other current liabilities                    248              259
     Current maturities of long-term debt         605              297
                                              -------          -------
           Total current liabilities            2,386            1,887
                 
    Long-term debt                              7,027            7,339
    
    Other liabilities                           1,089            1,131
    
    Minority interests                             45               50
    
    Deferred income taxes                       2,781            2,745
                                              -------          -------
           TOTAL LIABILITIES                   13,328           13,152
                                              -------          -------
    Stockholders' equity:
     Common stock $1.00 per share par value       407              405
     Additional paid-in capital                   423              392
     Accumulated other comprehensive loss         (55)              (6)
     Retained income                            5,335            5,053
                                              -------          -------
                                                6,110            5,844
    Less treasury stock at cost, 
      21,169,125 shares and 21,363,974
      shares, respectively                        (20)             (20)
                                              -------          -------
           TOTAL STOCKHOLDERS' EQUITY           6,090            5,824
                                              -------          -------
           TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY             $ 19,418         $ 18,976
                                              =======          =======
    See notes to financial statements.

--------------------------------------------------------------------------


              Norfolk Southern Corporation and Subsidiaries
                  Consolidated Statements of Cash Flows
                               (Unaudited)
                              ($ millions)
                                
                                                  
                                                   Years Ended December 31,
                                                        ($ millions)
                                                     ------------------
                                                      2001         2000
                                                      ----         ----
    CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                     $  375       $  172
     Reconciliation of net income to
      net cash provided by operating activities:      
       Depreciation                                    527          517
       Deferred income taxes                            44            2
       Equity in earnings of Conrail                   (44)         (21)
       Gains on properties and investments             (59)        (160)
       Income from discontinued operations (note C)    (13)          --
       Changes in assets and liabilities 
        affecting operations:
         Accounts receivable (note D)                  (74)         446
         Materials and supplies                          1            9
         Other current assets and due from Conrail      46           60
         Current liabilities other than debt           (27)         220
         Other - net                                  (122)          97
                                                   -------      ------- 
          Net cash provided by operating activities    654        1,342

    CASH FLOWS FROM INVESTING ACTIVITIES:
     Property additions                               (746)        (731)
     Property sales and other transactions             156          137
     Investments, including short-term                 (99)         (77)
     Investment sales and other transactions            88           90
                                                   -------      ------- 
          Net cash used for investing activities      (601)        (581)

    CASH FLOWS FROM FINANCING ACTIVITIES:
     Dividends                                         (93)        (306)
     Common stock issued - net                          14            2
     Proceeds from borrowings                        1,995        1,055
     Debt repayments                                (1,765)      (1,549)
                                                    -------      ------- 
          Net cash provided by (used for) 
           financing activities                        151         (798)
                                                    -------      -------
          Net increase (decrease) in cash and
           cash equivalents                            204          (37)

    CASH AND CASH EQUIVALENTS:
     At beginning of year                               --           37
                                                   -------      ------- 
     At end of year                                $   204      $    --
                                                   =======      ======= 

    SUPPLEMENTAL DISCLOSURES OF CASH-FLOW 
     INFORMATION
      Cash paid during the year for:
       Interest (net of amounts capitalized)       $   550      $   543
       Income taxes                                $    74      $     5

    See notes to financial statements.    
    
--------------------------------------------------------------------------
    

NOTES TO FINANCIAL STATEMENTS:

  1. WORK-FORCE REDUCTION CHARGES IN 2000 -
    "Compensation and benefits" expenses in 2000 included work-force reduction charges of $64 million in the fourth quarter and $165 million for the year, which reduced net income and diluted earnings per share by $39 million or 10 cents per share for the fourth quarter and $101 million or 26 cents per share for the year.

    Reductions in non-union personnel were achieved primarily through voluntary early retirement programs, while union personnel reductions resulted primarily from furloughs. The voluntary early retirement programs were accepted by 919 of the 1,180 eligible employees in February and 370 of the 846 eligible in December. The principal incentives in these programs were enhanced pension benefits, most of which are being paid from NS' overfunded pension plan.

  2. SALE OF TIMBER RIGHTS AND OIL AND GAS INTERESTS IN 2000 -
    During the third and the second quarters of 2000, several NS subsidiaries sold timber rights and certain interests in oil and gas properties. These sales resulted in pre-tax gains totaling $101 million which increased net income by $63 million, or 16 cents per diluted share.

  3. 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.

  4. SALES OF ACCOUNTS RECEIVABLE -
    Beginning in May 2000, a bankruptcy-remote special purpose subsidiary of NS sold, without recourse, undivided ownership interests in a pool of accounts receivable totaling approximately $700 million. The buyers have a priority collection interest in the entire pool of receivables, and as a result, NS has retained credit risk to the extent the pool exceeds the amount sold. NS services and collects the receivables on behalf of the buyers; payments collected from sold receivables are reinvested in new accounts receivables on behalf of the buyers.

    At December 31, 2001, and December 31, 2000, accounts receivable of $300 million and $388 million, respectively, had been sold under this arrangement and, accordingly, are not included in "Accounts receivable - net" on the balance sheets. The fees associated with the sales are included in "Other income - net" on the income statements.

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