Exhibit 99.6
NSR CAPITALIZATION
The following table sets forth NSR's debt and total capitalization as of
June 30, 2004, and as adjusted to give effect to the Conrail Spin Off
Transactions; including but not limited to the exchange offer and consent
solicitation assuming holders of all Conrail Debentures validly tender, and do
not withdraw, their Conrail Debentures. You should read this and the historical
consolidated financial statements and accompanying notes that are included in
NSR's 2003 Annual Report on Form 10-K for the year ended December 31, 2003, and
in NSR's Quarterly Report on Form 10-Q for the six months ended June 30,
2004, which are incorporated by reference into the prospectus and consent
solicitation statement.
<Table>
<Caption>
AS OF JUNE 30, 2004
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ACTUAL ADJUSTMENTS PRO FORMA
-------- ---------------- ---------
($ IN MILLIONS)
LIABILITIES
Due to NSC--net........................................... $ 863 $ -- $ 863
Due to Conrail............................................ 80 (31)(a) 49
Current maturities of long-term debt...................... 102 35(b) 137
Long-term debt............................................ 750 767(b),(c) 1,517
Due to Conrail (long-term)................................ 797 (797)(a) --
------ ------ -------
Total debt (including current portion of long-term
debt and related party balances)................... 2,592 (26) 2,566
STOCKHOLDERS' EQUITY
Common stock............................................ 167 167
Additional paid-in capital.............................. 721 5,395(d) 6,116
Accumulated other comprehensive income.................. 385 -- 385
Retained income......................................... 3,206 -- 3,206
------ ------ -------
Total stockholders' equity........................... 4,479 5,395 9,874
------ ------ -------
Total Capitalization (including current portion of
long-term debt and related party balances)......... $7,071 $5,369 $12,440
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</Table>
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The following adjustments record various assets and liabilities of PRR that will
be received by NSR as a result of the Conrail Spin Off Transactions and the
effects of the exchange offer and consent solicitation. The amounts related to
the assets and liabilities of PRR are estimated based on the current carrying
amounts of NSC's investment in Conrail. The amounts recorded upon consummation
of the Conrail Spin Off Transactions will reflect the fair value of the assets
and liabilities received, and as a result, could differ from these estimates.
(a) To record the extinguishment of amounts due from NSR to PRR as a result of
the Conrail Spin Off Transactions.
(b) To record $35 million of current maturities and $151 million of long-term
debt for liabilities incurred through the Conrail Spin Off Transactions
related to the restructuring of Conrail's secured debt.
(c) To record the issuance of the New NSR Notes in exchange for existing Conrail
Debentures as contemplated by the Conrail Spin Off Transactions assuming all
holders of Conrail Debentures validly tender, and do not withdraw, their
Conrail Debentures. The amount of this adjustment, $616 million, reflects
the estimated fair value of the $464 million aggregate principal amount of
the New NSR Notes.
(d) To record the net impact of the Conrail Spin Off Transactions as a capital
contribution from NSC.
Certain of the above adjustments would be different if less than all holders
of Conrail Debentures validly tender, and do not withdraw, their Conrail
Debentures in this exchange offer and consent solicitation. If 51% of holders
validly tender, and do not withdraw, their Conrail Debentures in this exchange
offer and consent solicitation, the amount for adjustment (c) would be reduced
to $314 million and the amount for adjustment (d) would be increased to $5,667
million. If 75% of holders validly tender, and do not withdraw, their Conrail
Debentures in this exchange offer and consent solicitation, the amount for
adjustment (c) would be reduced to $462 million and the amount for adjustment
(d) would be increased to $5,534 million.