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January 29, 2003

Norfolk Southern Reports Fourth-Quarter and 2002 Results

  • Net income climbed 12 percent in the fourth quarter and 23 percent for the year.
  • Earnings per share increased 10 percent to $0.33 per diluted share in the fourth quarter and 22 percent to $1.18 per diluted share for the year.
  • Railway operating revenues set records for the fourth quarter and the full year.

NEW YORK, N.Y. - Norfolk Southern Corporation (NYSE: NSC) today reported fourth-quarter net income of $129 million, or $0.33 per diluted share, up 12 percent compared with net income of $115 million, or $0.30 per diluted share, in the fourth quarter of 2001.

For the year, net income was $460 million, or $1.18 per diluted share, up 23 percent, compared to $375 million, or $0.97 per diluted share, in the same period a year earlier. Net income during 2001 included an after-tax gain of $13 million, or $0.03 per diluted share, from the 1998 sale of a former motor carrier subsidiary.

"I am pleased with the substantial improvements in income and operations during the quarter and 2002 in a year filled with challenges for everyone in business," said David R. Goode, chairman, president and chief executive officer. "The value of service improvements is making itself apparent."

Railway operating revenues set record highs for both the fourth quarter and the year. In the quarter, revenues reached $1.58 billion, up three percent compared with the fourth quarter of 2001, and for the year, revenues of $6.27 billion rose two percent compared with the same period in 2001.

Fourth-quarter general merchandise revenues of $914 million reflected a five percent improvement compared to the fourth quarter of 2001. All market groups showed revenue gains compared to the same period of 2001, led by a seven percent improvement in automotive. For the year, general merchandise revenues of $3.65 billion increased three percent compared with 2001 and set a record.

Intermodal revenues in the fourth quarter were $306 million, an increase of five percent compared to the fourth quarter of 2001. For the year, intermodal revenues of $1.18 billion were the highest of any year in Norfolk Southern's history and improved five percent compared with 2001. The revenue growth reflects the introduction of new services that enabled conversion of highway movements to rail as well as improvements in on-time reliability and service speed.

Coal revenues declined two percent in the fourth quarter to $361 million in the face of less demand for utility coal and decreased five percent for the year to $1.44 billion compared to strong 2001 results.

Railway operating expenses in the quarter were $1.3 billion, up three percent from the fourth quarter of 2001. For the year, railway operating expenses were $5.1 billion, down $51 million, or one percent, from 2001.

For the quarter, the railway operating ratio improved to 81.8 percent compared with 82.0 percent in the same period of 2001. For the year, the operating ratio improved to 81.5 percent, compared with 83.7 percent a year earlier.

"Our results show that Norfolk Southern is on course and headed in the right direction," Goode said.

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.


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


                                                       Three Months Ended
                                                           December 31,  
                                                       ------------------
                                                         2002       2001
                                                         ----       ----
    Railway operating revenues:           
     Coal                                            $    361    $    367 
     General merchandise                                  914         871 
     Intermodal                                           306         292 
                                                      -------     ------- 
       TOTAL RAILWAY OPERATING REVENUES                 1,581       1,530  
                                                      -------     ------- 
    
    Railway operating expenses:
     Compensation and benefits                            513         515   
     Materials, services and rents                        368         332   
     Conrail rents and services                            96          97
     Depreciation                                         130         130   
     Diesel fuel                                           96          96      
     Casualties and other claims                           42          34   
     Other                                                 48          51    
                                                      -------     ------- 
       TOTAL RAILWAY OPERATING EXPENSES                 1,293       1,255
                                                      -------     ------- 
                                            
        Income from railway operations                    288         275
 
    Other income - net                                     26          32
    Interest expense on debt                             (128)       (136)
                                                      -------     ------- 
        Income before income taxes                        186         171

    Provision (benefit) for income taxes: 
     Current                                               18          61
     Deferred                                              39          (5) 
                                                      -------     -------
       TOTAL INCOME TAXES                                  57          56
                                                      -------     -------
          
        NET INCOME                                   $    129    $    115 
                                                      =======     =======

    Earnings per share:    
     Basic and diluted                               $   0.33    $   0.30

    Average shares outstanding (000's)                388,876     385,714 

    See notes to financial statements.

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


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


                                            Years Ended December 31,
                                            -----------------------
                                                2002         2001
                                                ----         ----

   Railway operating revenues:
    Coal                                     $  1,441     $  1,521
    General merchandise                         3,648        3,526
    Intermodal                                  1,181        1,123
                                              -------      -------
      TOTAL RAILWAY OPERATING REVENUES          6,270        6,170
                                              -------      -------
   Railway operating expenses:
    Compensation and benefits                   2,022        2,014
    Materials, services and rents               1,457        1,444
    Conrail rents and services                    412          421
    Depreciation                                  515          514
    Diesel fuel                                   342          412
    Casualties and other claims                   171          143
    Other                                         193          215
                                              -------      -------
      TOTAL RAILWAY OPERATING EXPENSES          5,112        5,163
                                              -------      -------
        Income from railway operations          1,158        1,007

   Other income - net                              66           99
   Interest expense on debt                      (518)        (553)
                                              -------      -------
        Income from continuing operations
          before income taxes                     706          553

   Provision for income taxes:      
    Current                                        68          147
    Deferred                                      178           44
                                              -------      -------
        TOTAL INCOME TAXES                        246          191
                                              -------      -------

        Income from continuing operations         460          362

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

           NET INCOME                        $    460     $    375
                                              =======      =======

   Earnings per share:
    Income from continuing operations,
      basic and diluted                      $   1.18     $   0.94
    Net income, basic and diluted            $   1.18     $   0.97

   Average shares outstanding (000's)         388,213      385,158
      
   See notes to financial statements.
   
----------------------------------------------------------------------------
     

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

                                                 As of December 31,
                                                 -----------------
                                                2002             2001    
                                                ----             ----
    ASSETS
    Current assets:
     Cash and cash equivalents               $    184         $    204
     Accounts receivable - net (note 2)           683              475
     Due from Conrail                               6                8
     Materials and supplies                        97               90
     Deferred income taxes                        187              162              
     Other current assets                         142              108              
                                              -------          -------
           Total current assets                 1,299            1,047                 
                                         
    Investment in Conrail                       6,178            6,161             
    
    Properties less accumulated depreciation   11,370           11,208           
    
    Other assets                                1,109            1,002               
                                              -------          -------
           TOTAL ASSETS                      $ 19,956         $ 19,418          
                                              =======          =======

   LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
     Accounts payable                        $    908         $    848          
     Income and other taxes                       269              312              
     Due to Conrail                                86              373
     Other current liabilities                    232              248
     Current maturities of long-term debt         358              605
                                              -------          -------
           Total current liabilities            1,853            2,386            
 
    Long-term debt                              7,006            7,027            
    
    Other liabilities                           1,029            1,089

    Due to Conrail                                513               --
    
    Minority interests                             45               45

    Deferred income taxes                       3,010            2,781            
                                              -------          -------
           TOTAL LIABILITIES                   13,456           13,328           
                                              -------          -------
    Stockholders' equity:
     Common stock $1.00 per share par value       410              407              
     Additional paid-in capital                   481              423              
     Accumulated other comprehensive loss         (65)             (55)
     Retained income                            5,694            5,335            
                                              -------          -------
                                                6,520            6,110
    Less treasury stock at cost, 
      21,169,125 shares                           (20)             (20)             
                                              -------          -------
           TOTAL STOCKHOLDERS' EQUITY           6,500            6,090            
                                              -------          -------
           TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY             $ 19,956         $ 19,418          
                                              =======          =======
    See notes to financial statements.

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


              Norfolk Southern Corporation and Subsidiaries
                  Consolidated Statements of Cash Flows
                               (Unaudited)
                              ($ millions)
                                
                                                   Years Ended December 31,
                                                        ($ millions)
                                                     ------------------
                                                      2002         2001  
                                                      ----         ----
    CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                     $  460       $  375     
     Reconciliation of net income to
      net cash provided by operating activities:      
       Depreciation                                    529          527         
       Deferred income taxes                           178           44           
       Equity in earnings of Conrail                   (54)         (44)
       Gains on properties and investments             (47)         (59)
       Income from discontinued operations (note 1)     --          (13)
       Changes in assets and liabilities 
        affecting operations:
         Accounts receivable (note 2)                 (208)         (74)        
         Materials and supplies                         (7)           1         
         Other current assets and due from Conrail       1           46          
         Current liabilities other than debt            35          (27)          
         Other - net                                   (84)        (122)           
                                                   -------      ------- 
          Net cash provided by operating activities    803          654         

    CASH FLOWS FROM INVESTING ACTIVITIES:
     Property additions                               (689)        (746)       
     Property sales and other transactions              31          156
     Investments, including short-term                 (78)         (99)        
     Investment sales and other transactions            63           88          
                                                   -------      ------- 
          Net cash used for investing activities      (673)        (601)        

    CASH FLOWS FROM FINANCING ACTIVITIES:
     Dividends                                        (101)         (93)       
     Common stock issued - net                          42           14
     Proceeds from borrowings                          672        1,995           
     Debt repayments                                  (763)      (1,765)        
                                                    -------      ------- 
          Net cash provided by (used for) 
           financing activities                       (150)         151       
                                                    -------      -------
          Net increase (decrease) in cash and
           cash equivalents                            (20)         204       

    CASH AND CASH EQUIVALENTS:
     At beginning of year                              204           --          
                                                   -------      ------- 
     At end of year                                $   184      $   204      
                                                   =======      ======= 

    SUPPLEMENTAL DISCLOSURES OF CASH-FLOW 
     INFORMATION
      Cash paid during the year for:
       Interest (net of amounts capitalized)       $   525      $   550
       Income taxes                                $    54      $    74

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

NOTES 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.

2. SALES OF ACCOUNTS RECEIVABLE -
A bankruptcy-remote special purpose subsidiary of NS sells without recourse undivided ownership interests in a pool of accounts receivable. Accounts receivable sold under this arrangement, and therefore not included in "Accounts receivable - net" on the Consolidated Balance Sheets, were $30 million at December 31, 2002, and $300 million at December 31, 2001.

Media Contact: Bob Fort, Norfolk, 757-629-2710
Investor Contact: Leanne McGruder, Norfolk, 757-629-2861