Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Income (Unaudited) ($ millions except per share) Three Months Ended March 31, ------------------ 2005 2004 ---- ---- Railway operating revenues: Coal $ 467 $ 398 General merchandise 1,086 967 Intermodal 408 328 ------- ------- TOTAL RAILWAY OPERATING REVENUES 1,961 1,693 ------- ------- Railway operating expenses: Compensation and benefits 604 545 Materials, services and rents 436 365 Conrail rents and services (note 2) 35 102 Depreciation (note 2) 193 129 Diesel fuel 150 107 Casualties and other claims (note 1) 78 40 Other 62 59 ------- ------- TOTAL RAILWAY OPERATING EXPENSES 1,558 1,347 ------- ------- Income from railway operations 403 346 Other income - net 2 10 Interest expense on debt (128) (121) ------- ------- Income before income taxes 277 235 Provision for income taxes: Current 59 49 Deferred 24 28 ------- ------- TOTAL INCOME TAXES 83 77 ------- ------- NET INCOME $ 194 $ 158 ======= ======= Earnings per share: Basic $ 0.48 $ 0.40 Diluted $ 0.47 $ 0.40 Average shares outstanding (000's): Basic 401,771 391,231 Diluted 410,107 394,024 See notes to consolidated financial statements. - ------------------------------------------------------------------ Norfolk Southern Corporation and Subsidiaries Consolidated Balance Sheets (Unaudited) ($ millions) March 31, December 31, -------- ----------- 2005 2004 ---- ---- ASSETS Current assets: Cash, cash equivalents and short-term investments $ 1,119 $ 669 Accounts receivable - net (note 1) 890 767 Materials and supplies 114 104 Deferred income taxes 216 187 Other current assets 256 240 ------- ------- Total current assets 2,595 1,967 Investments 1,525 1,499 Properties less accumulated depreciation 20,474 20,526 Other assets (note 1) 893 758 ------- ------- TOTAL ASSETS $ 25,487 $ 24,750 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable (note 1) $ 1,098 $ 1,090 Income and other taxes 227 210 Other current liabilities 295 239 Current maturities of long-term debt 557 662 ------- ------- Total current liabilities 2,177 2,201 Long-term debt 7,125 6,863 Other liabilities (note 1) 1,313 1,146 Deferred income taxes 6,618 6,550 ------- ------- TOTAL LIABILITIES 17,233 16,760 ------- ------- Stockholders' equity: Common stock $1.00 per share par value 425 421 Additional paid-in capital 833 728 Unearned restricted stock (25) (8) Accumulated other comprehensive loss (2) (24) Retained income 7,043 6,893 ------- ------- 8,274 8,010 Less treasury stock at cost, 20,907,125 shares (20) (20) ------- ------- TOTAL STOCKHOLDERS' EQUITY 8,254 7,990 ------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 25,487 $ 24,750 ======= ======= See notes to consolidated financial statements. - ---------------------------------------------------------------- Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, ($ millions) --------------------------- 2005 2004 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 194 $ 158 Reconciliation of net income to net cash provided by operating activities: Depreciation 197 132 Deferred income taxes 24 28 Equity in earnings of Conrail (6) (15) Gains on properties and investments (7) (1) Changes in assets and liabilities affecting operations: Accounts receivable (52) (71) Materials and supplies (10) (5) Other current assets 23 20 Current liabilities other than debt 36 40 Other - net 9 (28) ------- ------- Net cash provided by operating activities 408 258 CASH FLOWS FROM INVESTING ACTIVITIES: Property additions (144) (172) Property sales and other transactions 4 1 Investments, including short-term (303) (23) Investment sales and other transactions 216 1 ------- ------- Net cash used for investing activities (227) (193) CASH FLOWS FROM FINANCING ACTIVITIES: Dividends (44) (32) Common stock issued - net 66 5 Proceeds from borrowings (note 3) 332 88 Debt repayments (138) (303) ------- ------- Net cash provided by (used for) financing activities 216 (242) ------- ------- Net increase (decrease) in cash and cash equivalents 397 (177) CASH AND CASH EQUIVALENTS: At beginning of year 467 284 ------- ------- At end of period $ 864 $ 107 SHORT-TERM INVESTMENTS AT END OF PERIOD $ 255 $ 3 ------- ------- CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS AT END OF PERIOD $ 1,119 $ 110 ======= ======= SUPPLEMENTAL DISCLOSURE OF CASHFLOW INFORMATION Cash paid during the period for: Interest (net of amounts capitalized) $ 70 $ 71 Income taxes $ -- $ -- See notes to consolidated financial statements. - --------------------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS: 1.	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 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. First-quarter results include approximately $35 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 $21 million, or 5 cents per share (basic and diluted). NS expects $6 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 total loss (the difference between the liability and future recoveries) will be materially different than the loss recorded in the first quarter of 2005. NS expects at this time that insurance coverage is adequate to cover potential claims and settlements above its self-insurance retention. 2.	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. 3.	PAYMENTS TO CONRAIL - 	Payments made to Conrail in accordance with the operating and lease agreements in place before the Conrail corporate reorganization (see note 2 on page 4) 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 $69 million in the first quarter of 2004.