EX-99 2 press_release1.htm Norfolk Southern Corporation and Subsidiaries

FOR IMMEDIATE RELEASE
July 27, 2005

NORFOLK SOUTHERN REPORTS RECORD QUARTER

For second quarter 2005 vs. second quarter 2004:

  • Railway operating revenues increased 19 percent to a record $2.15 billion.
  • Income from railway operations rose 39 percent to a record $592 million .
  • Net income was a record $424 million, or $1.04 per diluted share.
  • The railroad operating ratio improved 4.1 percentage points to 72.5 percent.

NORFOLK , VA. - For the second quarter of 2005, Norfolk Southern Corporation (NYSE: NSC) reported record net income of $424 million, or $1.04 per diluted share, compared with $213 million, or $0.54 per diluted share, for the same period of 2004. Second-quarter net income included two previously announced items (the effects of Ohio tax legislation and settlements of two coal rate cases) totaling $120 million, or $0.29 per diluted share. Excluding these items, net income would have been $304 million, or $0.75 per diluted share. This is the highest income before accounting changes for any quarter in Norfolk Southern's history.

"Norfolk Southern's exceptional second-quarter and first-half performance were driven by strong revenue improvement, a better operating ratio and sound rail operations, which allow us to provide good returns for our shareholders," said David R. Goode, chairman and chief executive officer. "T his was a great quarter for the company as we set a number of financial records. We recorded the highest railway operating revenues in our history. We posted our best ever income from railway operations, exceeding the half billion dollar mark for the first time in any quarter. And we continue to improve our margins, posting a significantly better quarterly operating ratio."

For the first six months, net income was a record $618 million, or $1.51 per diluted share, an increase of 67 percent compared with $371 million, or $0.94 per diluted share, during the same period a year earlier. Six-month results included $37 million for expenses related to a January train derailment in Graniteville , S.C. , which reduced net income by $23 million, or $0.05 per diluted share.

Second-quarter railway operating revenues of $2.15 billion were the highest of any quarter in Norfolk Southern's history and improved 19 percent compared with $1.81 billion for the same quarter a year earlier. Railway operating revenues for the first half of 2005 set a six-month record, increasing 17 percent to $4.1 billion compared with $3.5 billion for the first half of 2004.

General merchandise revenues rose 12 percent to a record$1.15 billion in the second quarter and improved 12 percent to a record $2.23 billion during the first half of 2005 compared with the same periods of 2004. All merchandise market groups reached record quarterly and six-month revenue levels primarily due to higher average revenues, including fuel surcharges.

In the second quarter, coal revenues increased 36 percent to a record $578 million compared with the same period of 2004. NS handled 47.3 million tons of coal, coke and iron ore during the period, setting a second-quarter volume record. For the first six months, coal revenues improved 27 percent to $1.05 billion compared with the same period last year. The revenue gains during both periods were the result of higher average revenues, fuel surcharges, heightened demand for utility coal and domestic and international metallurgical coal and the coal rate case settlements.

Intermodal revenues increased 18 percent to $428 million for the second quarter and climbed 21 percent to $836 million for the first six months compared to the same periods of 2004 primarily as the result of strong international business as well as higher average revenues, including higher fuel surcharges. Container volume increased by more than 51,000 units, or 10 percent, in the second quarter, and rose by more than 106,000 units, or 11 percent, in the first six months compared to the same periods a year earlier.

Second-quarter railway operating expenses were $1.56 billion, up 13 percent compared with second-quarter 2004. For the first six months, railway operating expenses were $3.12 billion, up 14 percent over the same period a year earlier. The increases primarily were due to higher diesel fuel prices and costs associated with increased traffic volume, including expenses related to hiring additional train and engine service employees and maintenance activities.

The second-quarter operating ratio of 72.5 percent was an improvement of 4.1 percentage points compared with second-quarter 2004. The settlement of the coal rate cases contributed 1.2 percentage points to this improvement. For the first six months, the operating ratio was 75.8 percent, which was 2.2 percentage points better than the same period a year earlier.

Norfolk Southern Corporation is one of the nation's premier transportation companies. Its Norfolk Southern Railway subsidiary operates approximately 21,300 route miles in 22 states, the District of Columbia and Ontario , Canada , serving every major container port in the eastern United States and providing superior connections to western rail carriers. NS operates the most extensive intermodal network in the East and is North America 's largest rail carrier of automotive parts and finished vehicles.

###

For further information contact:
(Media) Bob Fort, 757-629-2710 (rcfort@nscorp.com)
(Investors) Leanne Marilley, 757-629-2861 (Leanne.Marilley@nscorp.com

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

($ millions except per share)

Three Months Ended June 30,

2005

2004

Railway operating revenues:

Coal

$

578 

$

424 

General merchandise

1,148 

1,025 

Intermodal

428 

364 

Total railway operating revenues

2,154 

 

1,813 

Railway operating expenses:

Compensation and benefits

624 

565 

Materials, services and rents

446 

389 

Conrail rents and services (note 5)

31 

101 

Depreciation (note 5)

194 

130 

Diesel fuel

162 

106 

Casualties and other claims

40 

38 

Other

65 

59 

Total railway operating expenses

1,562 

 

1,388 

Income from railway operations

592 

425 

Other income - net

-- 

Interest expense on debt

(126)

(121)

      Income before income taxes

475 

304 

Provision for income taxes:

Current

122 

31 

Deferred (note 2)

(71)

60 

Total income taxes

51 

91 

Net income (note 1)

$

424 

$

213 

Earnings per share:

   Basic

$

1.05 

$

0.55 

   Diluted

$

1.04 

$

0.54 

Average shares outstanding (000's):

   Basic

403,167 

392,401 

   Diluted

409,768 

396,364 

See notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

($ millions except per share)

Six Months Ended June 30,

2005

2004

Railway operating revenues:

Coal

$

1,045 

$

822 

General merchandise

2,234 

1,992 

Intermodal

836 

692 

Total railway operating revenues

4,115 

 

3,506 

Railway operating expenses:

Compensation and benefits

1,228 

1,110 

Materials, services and rents

882 

754 

Conrail rents and services (note 5)

66 

203 

Depreciation (note 5)

387 

259 

Diesel fuel

312 

213 

Casualties and other claims (note 3)

118 

78 

Other

127 

118 

Total railway operating expenses

 

3,120 

 

2,735 

Income from railway operations

995 

771 

Other income - net

11 

10 

Interest expense on debt

(254)

(242)

      Income before income taxes

752 

539 

Provision for income taxes:

Current

181 

80 

Deferred (note 2)

(47)

88 

Total income taxes

134 

168 

Net income (note 1)

$

618 

$

371 

Earnings per share:

      Basic

$

1.54 

$

0.95 

      Diluted

$

1.51 

$

0.94 

Average shares outstanding (000's):

      Basic

402,469 

391,816 

      Diluted

409,938 

395,194 

See notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

($ millions)

June 30,

December 31,

2005

2004

Assets

 

Current assets:

Cash, cash equivalents and short-term investments

$

615 

$

669 

Accounts receivable - net (note 3)

885 

767 

Materials and supplies

125 

104 

Deferred income taxes

176 

187 

Other current assets

169 

240 

Total current assets

1,970 

1,967 

Investments

1,556 

1,499 

Properties less accumulated depreciation

20,471 

20,526 

Other assets (note 3)

910 

758 

Total assets

$

24,907 

$

24,750 

Liabilities and stockholders' equity

Current liabilities:

Accounts payable (note 3)

$

1,065 

$

1,090 

Income and other taxes

208 

210 

Other current liabilities

232 

239 

Current maturities of long-term debt

115 

662 

Total current liabilities

1,620 

2,201 

Long-term debt (note 4)

6,877 

6,863 

Other liabilities (note 3)

1,298 

1,146 

Deferred income taxes

6,491 

6,550 

Total liabilities

16,286 

 

16,760 

Stockholders' equity:

Common stock $1.00 per share par value

426 

421 

Additional paid-in capital

840 

728 

 Unearned restricted stock

(23)

(8)

Accumulated other comprehensive loss

(25)

(24)

Retained income

7,423 

6,893 

8,641 

8,010 

Less treasury stock at cost, 20,907,125

(20)

(20)

Total stockholders' equity

8,621 

 

7,990 

Total liabilities and stockholders' equity

$

24,907 

$

24,750 

See notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flow

(Unaudited)

($ millions)

Six Months Ended June 30,

2005

2004

Cash flows from operating activities:

Net income

$

618 

$

371 

Reconciliation of net income to net cash provided by

operating activities:

Depreciation

393 

265 

Deferred income taxes

(47)

88 

Equity in earnings of Conrail

(14)

(32)

Gains on properties and investments

(20)

(6)

Changes in assets and liabilities affecting operations:

Accounts receivable

(48)

(87)

Materials and supplies

(21)

(8)

Other current assets

76 

45 

Current liabilities other than debt

(79)

(1)

Other - net

(9)

Net cash provided by operating activities

860 

626 

Cash flows from investing activities:

Property additions

(357)

(412)

Property sales and other transactions

35 

16 

Investments, including short-term

(427)

(51)

Investment sales and other transactions

364 

Net cash used for investing activities

(385)

(443)

Cash flows from financing activities:

Dividends

(88)

(63)

Common stock issued - net

72 

29 

Proceeds from borrowings (note 6)

332 

141 

Debt repayments (note 4)

(827)

(371)

Net cash used for financing activities

(511)

(264)

Net decrease in cash and cash equivalents

(36)

(81)

Cash and cash equivalents:

At beginning of year

467 

284 

At end of period

431 

203 

Short-term investments at end of period

184 

Cash, cash equivalents and short-term investments at end of period

$

615 

$

207 

Supplemental disclosures of cash-flow information

Cash paid during the period for:

Interest (net of amounts capitalized)

$

248 

$

241 

Income taxes (net of refunds)

$

138 

$

51 

See notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS:

1. Settlements of Coal Rate Cases -

During the second quarter, NS entered into settlement agreements with two utility customers that resolved their rail transportation rate cases before the Surface Transportation Board (STB). In 2002, Duke Energy (Duke) and Carolina Power & Light (CP&L) each filed rate reasonableness complaints with the STB. In October 2004, the STB found NS' rates to be reasonable in both cases, and at the STB's invitation, Duke and CP&L each initiated proceedings to determine if phasing constraints should apply. As a result of the settlements, NS recognized additional revenue related to the period in dispute, which net of associated expenses and income taxes increased second-quarter net income by $24 million, or 6 cents per share (basic and diluted).

2. REDUCTION OF DEFERRED TAXES -

In the second quarter, Ohio enacted tax legislation that phases out its Corporate Franchise Tax, which was generally based on federal taxable income, and phases in a new gross receipts tax called the Commercial Activity Tax, which is based on current year sales and rentals. The elimination of the Corporate Franchise Tax resulted in a reduction of NS' deferred income tax liability in the second quarter, as required by Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which increased net income by $96 million, or 23 cents per share (basic and diluted).

3. GRANITEVILLE DERAILMENT -

In the first quarter of 2005, NS recorded a liability related to the Jan. 6, 2005 , derailment in Graniteville , SC. The liability, which includes a current and long-term portion, represents NS' best estimate based on current facts and circumstances. The estimate includes amounts related to business property damage and other economic losses, personal injury and individual property damage claims as well as third-party response costs. NS' commercial insurance policies are expected to cover expenses related to this derailment above NS' self-insured retention, including its own response costs and legal fees. Accordingly, the Consolidated Balance Sheet reflects a current and long-term receivable for estimated recoveries from its insurance carriers.

Six month results include approximately $37 million of expenses related to this incident, which represents NS' retention under its insurance policies and other uninsured costs, and which reduced net income by approximately $23 million, or 5 cents per share (basic and diluted). NS expects $4 million of additional costs for the remainder of the year.

While it is reasonable to expect that the liability for covered losses could differ from the amount recorded, such a change would be offset by a corresponding change in the recovery receivable. As a result, NS does not believe that it is reasonably likely that its net loss (the difference between the liability and future recoveries) will be materially different than the loss recorded in the first six months of 2005. NS expects at this time that insurance coverage is adequate to cover potential claims and settlements above its self-insurance retention.

4. DEBT EXCHANGE -

In the second quarter, NS issued $717 million of new unsecured notes ($350 million at 5.64% due 2029 and $367 million at 5.59% due 2025) and paid $218 million of premium in exchange for $717 million of its previously issued unsecured notes ($350 million at 7.8% due 2027, $200 million at 7.25% due 2031, and $167 million at 9.0% due 2021). The $218 million cash premium payment is reflected as a reduction of debt in the Consolidated Balance Sheet and Statement of Cash Flows and will be amortized as additional interest expense over the terms of the new debt.

5. CONRAIL CORPORATE REORGANIZATION -

On August 27, 2004 , NS, CSX and Conrail completed a corporate reorganization of Conrail that resulted in the direct ownership and control by Norfolk Southern Railway Company (NSR) of routes and assets that had previously been operated by NSR under operating and lease agreements with a Conrail subsidiary. As a part of the reorganization, NSR issued new unsecured debt obligations, which were exchanged for unsecured debt obligations of Consolidated Rail Corporation (CRC), a Conrail subsidiary. In addition, NSR entered into new lease and sublease arrangements with CRC to support CRC's secured debt and lease obligations, and the long-term note due to Conrail was eliminated. The reorganization did not affect the Shared Assets Areas, which continue to be owned and operated by CRC. After the reorganization, "Conrail rents and services" reflects only the expenses associated with the Shared Assets Areas, and other expenses (primarily the depreciation related to the routes and assets) are reflected in their respective line items.

6. PAYMENTS TO CONRAIL -

Payments made to Conrail in accordance with the operating and lease agreements in place before the Conrail corporate reorganization (see note 5) reduced NS' "Net cash provided by operating activities." A significant portion of these payments was borrowed back from a Conrail subsidiary. The net borrowings were included in NS' "Net cash used for financing activities" and totaled $81 million in the first six months of 2004.