UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2002
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file numbers 1-743; 1-3744; 1-4793; 1-546-2
NORFOLK SOUTHERN RAILWAY COMPANY
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 53-6002016
- ----------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Three Commercial Place
Norfolk, Virginia 23510-2191
- ----------------------------------- ---------------------------------
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (757) 629-2680
--------------------
No Change
- --------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. (X) Yes ( ) No
The number of shares outstanding of each of the registrant's classes of
Common Stock, as of the last practicable date:
Class Outstanding as of July 31, 2002
----- -------------------------------
Common Stock (par value $1.00) 16,668,997
2
TABLE OF CONTENTS
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Page
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Part I. Financial Information:
Item 1. Financial Statements:
Consolidated Statements of Income
Three and Six Months Ended
June 30, 2002 and 2001 3
Consolidated Balance Sheets
June 30, 2002, and Dec. 31, 2001 4
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2002 and 2001 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures
About Market Risks 19
Part II. Other Information:
Item 6. Exhibit 20
Signatures 21
Exhibit Index 22
3
PART I. FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements.
- ------ --------------------
NORFOLK SOUTHERN RAILWAY COMPANY AND SUBSIDIARIES
(A Majority-Owned Subsidiary of Norfolk Southern Corporation)
Consolidated Statements of Income
($ in millions)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
2002 2001 2002 2001
---- ---- ---- ----
Railway operating revenues:
Coal $ 350 $ 395 $ 709 $ 788
General merchandise 948 922 1,817 1,793
Intermodal 249 233 478 471
------- ------- ------- -------
TOTAL RAILWAY OPERATING REVENUES 1,547 1,550 3,004 3,052
------- ------- ------- -------
Railway operating expenses:
Compensation and benefits 377 372 760 766
Materials, services and rents 454 483 907 969
Conrail rents and services (Note 3) 115 120 236 237
Depreciation 125 124 248 247
Diesel fuel 84 106 165 223
Casualties and other claims 37 40 72 77
Other 78 71 139 147
------- ------- ------- -------
TOTAL RAILWAY OPERATING EXPENSES 1,270 1,316 2,527 2,666
------- ------- ------- -------
Income from railway operations 277 234 477 386
Other income (expense) - net (60) (87) (112) (132)
Interest expense on debt (7) (10) (16) (18)
------- ------- ------- -------
Income before income taxes 210 137 349 236
Provision for income taxes 84 54 138 91
------- ------- ------- -------
NET INCOME $ 126 $ 83 $ 211 $ 145
======= ======= ======= =======
See accompanying notes to Consolidated Financial Statements.
4
Item 1. Financial Statements. (continued)
- ------ --------------------
NORFOLK SOUTHERN RAILWAY COMPANY AND SUBSIDIARIES
(A Majority-Owned Subsidiary of Norfolk Southern Corporation)
Consolidated Balance Sheets
($ in millions)
(Unaudited)
June 30, 2002 Dec. 31, 2001
------------- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 47 $ 167
Accounts receivable, net (Note 3) 117 152
Due from Conrail (Note 3) 5 8
Materials and supplies 97 87
Deferred income taxes 151 153
Other current assets 61 98
-------- --------
Total current assets 478 665
Investments (Note 5) 786 631
Properties less accumulated depreciation 10,771 10,672
Other assets 616 573
-------- --------
TOTAL ASSETS $ 12,651 $ 12,541
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 803 $ 819
Income and other taxes 211 236
Due to NS - net (Note 3) 187 517
Due to Conrail (Note 3) 77 373
Other current liabilities 105 134
Current maturities of long-term debt 92 88
-------- --------
Total current liabilities 1,475 2,167
Long-term debt 791 780
Other liabilities 983 1,024
Due to Conrail (Note 3) 398 --
Minority interests 3 3
Deferred income taxes 3,885 3,746
-------- --------
TOTAL LIABILITIES 7,535 7,720
-------- --------
Stockholders' equity:
Serial preferred stock 55 55
Common stock 167 167
Additional paid-in capital 706 706
Accumulated other comprehensive income (Note 5) 300 215
Retained income 3,888 3,678
-------- --------
TOTAL STOCKHOLDERS' EQUITY 5,116 4,821
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 12,651 $ 12,541
======== ========
See accompanying notes to Consolidated Financial Statements.
5
Item 1. Financial Statements. (continued)
- ------ --------------------
NORFOLK SOUTHERN RAILWAY COMPANY AND SUBSIDIARIES
(A Majority-Owned Subsidiary of Norfolk Southern Corporation)
Consolidated Statements of Cash Flows
($ in millions)
(Unaudited)
Six Months Ended
June 30,
----------------
2002 2001
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 211 $ 145
Reconciliation of net income to net cash
provided by operating activities:
Depreciation 248 248
Deferred income taxes 74 (10)
Nonoperating gains on properties and investments (12) (8)
Changes in assets and liabilities affecting
operations:
Accounts receivable 35 (15)
Materials and supplies (10) (5)
Other current assets and due from Conrail 51 102
Income tax liabilities 27 43
Other short-term liabilities (61) (108)
Other - net (71) (96)
------- -------
Net cash provided by operating activities 492 296
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions (330) (420)
Property sales and other transactions (10) 14
Investments, including short-term (42) (55)
Investment sales and other transactions -- 11
------- -------
Net cash used for investing activities (382) (450)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends (1) (1)
Advances to NS (334) (106)
Advances and repayments from NS 4 8
Proceeds from borrowings 198 340
Debt repayments (97) (62)
------- -------
Net cash provided by (used for)
financing activities (230) 179
------- -------
Net increase (decrease) in cash and
cash equivalents (120) 25
CASH AND CASH EQUIVALENTS:
At beginning of year 167 --
------- -------
At end of period $ 47 $ 25
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest (net of amounts capitalized) $ 26 $ 49
Income taxes $ 35 $ 64
See accompanying notes to Consolidated Financial Statements.
6
Item 1. Financial Statements. (continued)
- ------ --------------------
NORFOLK SOUTHERN RAILWAY COMPANY AND SUBSIDIARIES (NS RAIL)
(A Majority-Owned Subsidiary of Norfolk Southern Corporation [NS])
Notes to Consolidated Financial Statements
(Unaudited)
1. In the opinion of Management, the accompanying unaudited interim
financial statements contain all adjustments (consisting of normal
recurring accruals) necessary to present fairly the Company's
financial position as of June 30, 2002, its results of operations
for the three and six months ended June 30, 2002 and 2001, and its
cash flows for the six months ended June 30, 2002 and 2001.
Although Management believes that the disclosures presented are
adequate to make the information not misleading, these Consolidated
Financial Statements should be read in conjunction with: (a) the
financial statements and notes included in the Company's latest
Annual Report on Form 10-K and in any subsequent Quarterly Report on
Form 10-Q and (b) any Current Reports on Form 8-K.
2. Commitments and Contingencies
Lawsuits
--------
NSR and certain subsidiaries are defendants in numerous lawsuits and
other claims relating principally to railroad operations. When
management concludes that it is probable that a liability has been
incurred and the amount of the liability can be reasonably estimated,
it is accrued through a charge to expenses. While the ultimate amount
of liability incurred in any of these lawsuits and claims is dependent
on future developments, in management's opinion the recorded liability
is adequate to cover the future payment of such liability and claims.
However, the final outcome of any of these lawsuits and claims cannot
be predicted with certainty, and unfavorable or unexpected outcomes
could result in additional accruals that could be significant to
results of operations in a particular year or quarter. Any adjustments
to recorded liability will be reflected in expenses in the periods in
which such adjustments are known.
Presently, there are cases involving labor arbitration claims for
"New York Dock" income protection benefits where the aggregated range
of loss could be from nothing to $40 million. Management believes
that NS Rail will prevail in these cases; however, an unfavorable
outcome could result in accruals that could be significant to results
of operations in a particular year or quarter.
In addition, there are several lawsuits involving labor issues for
which a probable liability has been accrued through a charge to
expenses. It is possible that the loss in these cases could exceed
the accrued liability; however, this amount cannot reasonably be
estimated. An unfavorable outcome in these cases could result in an
additional accrual that could be significant to results of operations
in a particular year or quarter.
Casualty Claims
---------------
NS Rail is generally self-insured for casualty claims. Claims in
excess of self-insurance levels are insured up to excess coverage
limits. The casualty claims liability is determined actuarially,
based upon claims filed and an estimate of claims incurred but not
yet reported. While the ultimate amount of claims incurred is
dependent on future developments, in management's opinion, the
recorded liability is adequate to cover the future payments of
claims. However, it is possible that the recorded liability may
not be adequate to cover the future payments of claims. Adjustments
to the recorded liability will be reflected in operating expenses in
the periods in which such adjustments are known.
7
Item 1. Financial Statements. (continued)
- ------ --------------------
Environmental Matters
---------------------
NS Rail is subject to various jurisdictions' environmental laws and
regulations. It is NS Rail's policy to record a liability where such
liability or loss is probable and its amount can be estimated
reasonably. Claims, if any, against third parties for recovery of
cleanup costs incurred by NS Rail are reflected as receivables (when
collection is probable) in the balance sheet and are not netted
against the associated NS Rail liability. Environmental engineers
regularly participate in ongoing evaluations of all identified sites
and in determining any necessary adjustments to liability estimates.
NS Rail also has established an Environmental Policy Council,
composed of senior managers, to oversee and interpret its
environmental policy.
NS Rail's balance sheets included liabilities for environmental
exposures in the amount of $29 million at June 30, 2002, and
$33 million at Dec. 31, 2001 (of which $8 million was accounted
for as a current liability for each period). At June 30, 2002,
the liability represented NS Rail's estimate of the probable
cleanup and remediation costs based on available information at
124 identified locations. On that date, 10 sites accounted for
$16 million of the liability, and no individual site was
considered to be material. NS Rail anticipates that much of this
liability will be paid out over five years; however, some costs
will be paid out over a longer period.
At some of the 124 locations, certain NS Rail subsidiaries,
usually in conjunction with a number of other parties, have been
identified as potentially responsible parties by the Environmental
Protection Agency (EPA) or similar state authorities under the
Comprehensive Environmental Response, Compensation and Liability
Act of 1980, or comparable state statutes, which often impose joint
and several liability for cleanup costs.
With respect to known environmental sites (whether identified by
NS Rail or by the EPA or comparable state authorities), estimates of
NS Rail's ultimate potential financial exposure for a given site or
in the aggregate for all such sites are necessarily imprecise because
of the widely varying costs of currently available cleanup techniques,
the likely development of new cleanup technologies, the difficulty of
determining in advance the nature and full extent of contamination and
each potential participant's share of any estimated loss (and that
participant's ability to bear it) and evolving statutory and
regulatory standards governing liability.
The risk of incurring environmental liability - for acts and omissions,
past, present and future - is inherent in the railroad business. Some
of the commodities in NS Rail's traffic mix, particularly those
classified as hazardous materials, can pose special risks that NS Rail
and its subsidiaries work diligently to minimize. In addition, several
NS Rail subsidiaries own, or have owned, land used as operating
property, or which is leased or may have been leased and operated by
others, or held for sale. Because environmental problems may exist on
these properties that are latent or undisclosed, there can be no
assurance that NS Rail will not incur environmentally related
liabilities or costs with respect to one or more of them, the amount
and materiality of which cannot be estimated reliably at this time.
Moreover, lawsuits and claims involving these and other now-
unidentified environmental sites and matters are likely to arise from
time to time. The resulting liabilities could have a significant
effect on financial condition, results of operations or liquidity
in a particular year or quarter.
However, based on its assessments of the facts and circumstances now
known, management believes that it has recorded the probable costs
for dealing with those environmental matters of which the Corporation
is aware. Further, management believes that it is unlikely that any
identified matters, either individually or in the aggregate, will
have a material adverse effect on NS Rail's financial position,
results of operations or liquidity.
8
Item 1. Financial Statements. (continued)
- ------ --------------------
Purchase Commitments
--------------------
At June 30, 2002, NS Rail had outstanding purchase commitments of
approximately $11 million in connection with its 2002 capital
program. NS Rail had forward fuel purchase commitments for the
remainder of 2002 covering 13 million gallons of fuel at an average
cost of 64 cents per gallon, which includes federal taxes.
3. Related Parties
General
-------
NS is the parent holding company of NSR. Rail operations are
coordinated at the holding company level by the NS Vice Chairman and
Chief Operating Officer. NS charges NS Rail a fee for management
services it performs for NS Rail. This fee amounted to $128 million
and $137 million in the second quarter 2002 and 2001, respectively
(including an $8 million mark-up in each case), and $274 million
and $281 million for the first six months of 2002 and 2001,
respectively (including a $17 million mark-up in each case). In
addition, NS charges NS Rail a revenue-based licensing fee for use
of certain intangible assets owned by NS. This fee amounted to
$24 million in each of the second quarters of 2002 and 2001 and
$45 million in each of the six-month periods.
NS Rail owns 21,169,125 shares of NS common stock.
Operations Over Conrail's Lines
-------------------------------
Overview -- NS and CSX Corporation (CSX) jointly own Conrail Inc.
(Conrail), whose primary subsidiary is Consolidated Rail Corporation
(CRC), the major freight railroad in the Northeast. NS has a
58 percent economic and 50 percent voting interest in the jointly
owned entity, and CSX has the remainder of the economic and voting
interests.
Operations of Conrail's Lines -- NSR operates as a part of its rail
system the routes and assets of Pennsylvania Lines LLC (PRR), a
wholly owned subsidiary of CRC, pursuant to operating and lease
agreements. Costs necessary to operate and maintain the PRR assets,
including leasehold improvements, are borne by NSR. CSX
Transportation, Inc. (CSXT) operates the routes and assets of another
CRC subsidiary under comparable terms. Certain other Conrail routes
and assets (the "Shared Assets Areas") continue to be operated by CRC
for the joint and exclusive benefit of NSR and CSXT. In addition to
a fee paid for such access, NSR and CSXT pay, based on usage, the
costs incurred by CRC to operate the Shared Assets Areas.
NS Rail's Consolidated Balance Sheet at June 30, 2002, includes
$63 million of liabilities related to the Conrail transaction,
principally for contractual obligations to Conrail employees imposed
by the Surface Transportation Board when it approved the transaction.
Through June 30, 2002, NS Rail has paid $106 million of these costs.
NS Rail provides certain general and administrative support functions
to Conrail, the fees for which are billed in accordance with several
service-provider arrangements and amount to approximately $6 million
annually.
"Conrail rents and services" includes expenses for amounts due to
PRR and CRC for use by NSR of operating properties and equipment and
operation of the Shared Assets Areas.
A significant portion of payments made to PRR is borrowed back from a
PRR subsidiary. Previously, these loans were made under a demand
note; however, in the first quarter of 2002, the PRR subsidiary
exchanged this demand note for a new note due in 2032. As a
result, borrowings owed to the PRR subsidiary now comprise the
noncurrent balance "Due to Conrail."
9
Item 1. Financial Statements. (continued)
- ------ --------------------
The interest rate for these loans is variable and was 2.87 percent
at June 30, 2002. The current balance "Due to Conrail" at June 30,
2002, is composed of amounts related to expenses included in
"Conrail rents and services," as discussed above. At Dec. 31,
2001, the current balance "Due to Conrail" included $72 million of
such amounts and $301 million of advances owed under the previous
demand note.
Sales of Accounts Receivable
----------------------------
NS Rail sells, without recourse, to a bankruptcy-remote special-
purpose NS subsidiary, a pool of accounts receivable totaling
approximately $600 million. NS Rail services and collects all of
the sold receivables on behalf of the buyers; however, no servicing
asset or liability has been recognized because the benefits of
servicing are estimated to be just adequate to compensate NS Rail for
its responsibilities. Payments collected from sold receivables are
remitted to the special-purpose NS subsidiary, which, in turn,
reinvests the amounts by purchasing new receivables from NS Rail.
NS Rail has no retained interest in the sold receivables.
Under the terms of the new sale agreement, the receivables are
treated as sold and, accordingly, $573 million at June 30, 2002, and
$534 million at Dec. 31, 2001, of sold receivables are not included
on the NS Rail Consolidated Balance Sheets. Fees associated with the
sale, which are based on historical dilution and prevailing interest
rates, are included in "Other income (expense) - net."
Intercompany Accounts
---------------------
June 30, 2002 Dec. 31, 2001
------------- -------------
Average Average
Interest Interest
Balance Rate Balance Rate
------- -------- ------- --------
($ in millions)
Due from NS:
Advances $ 107 2% $ 68 2%
Due to NS:
Notes (294) 4% (585) 3%
-------- --------
Due to NS - net $ (187) $ (517)
======== ========
Interest is applied to certain advances at the average NS yield on
short-term investments and to the notes at specified rates. NS
Rail's results for the six months ended June 30 include interest
income of $5 million in 2002 and $13 million in 2001 and interest
expense of $5 million in 2002 and $8 million in 2001 related to
these intercompany accounts. These amounts are included in "Other
income (expense) - net."
Noncash Dividend
----------------
In May 2001, NS Rail declared and issued to NS a noncash dividend of
$183 million, which was settled by reduction of NS Rail's interest-
bearing advances due from NS. Noncash dividends are excluded from
the Consolidated Statements of Cash Flows.
Intercompany Federal Income Tax Accounts
----------------------------------------
In accordance with the NS Tax Allocation Agreement, intercompany
federal income tax accounts are recorded between companies in the
NS consolidated group.
10
Item 1. Financial Statements. (continued)
- ------ --------------------
NS Rail had long-term intercompany federal income tax payables
(which are included in "Deferred income taxes" in the Consolidated
Balance Sheets) of $884 million at June 30, 2002, and $871 million
at Dec. 31, 2001.
4. Derivative Financial Instruments
NS Rail uses derivative financial instruments to reduce the risk of
volatility in its diesel fuel costs and to manage its overall
exposure to fluctuations in interest rates. NS Rail does not engage
in the trading of derivatives. NS Rail's management has determined
that its derivative financial instruments qualify as either fair-
value or cash-flow hedges, having values which highly correlate with
the underlying hedged exposures, and has designated such instruments
as hedging transactions. Credit risk related to the derivative
financial instruments is considered to be minimal and is managed by
requiring high credit standards for counterparties and periodic
settlements.
In second quarter 2001, NS Rail began a program to hedge a portion
of its diesel fuel consumption. Diesel fuel costs represented
approximately 7 percent of NS Rail's operating expenses for the
second quarter and first six months of 2002, and approximately
8 percent of NS Rail's operating expenses for the second quarter and
first six months of 2001. The intent of the program is to assist in
the management of NS Rail's aggregate risk exposure to fuel price
fluctuations, which can significantly affect its operating margins
and profitability, through the use of one or more types of
derivative instruments. The program provides that NS Rail will not
enter into any fuel hedges with a duration of more than thirty-six
months, and that no more than eighty percent of NS Rail's average
monthly fuel consumption will be hedged for each month within any
thirty-six month period.
NS Rail's management has designated these derivative instruments as
cash-flow hedges of the exposure to variability in expected future
cash flows attributable to fluctuations in diesel fuel prices.
During second quarter 2002, NS Rail entered into 72 fuel swaps for
approximately 98 million gallons at an average price of approximately
$0.67 per gallon of Nymex No. 2 heating oil. As of June 30, 2002,
outstanding swaps covered approximately 52 percent, 41 percent, and
6 percent of estimated fuel purchases for the remainder of 2002 and
for the years 2003 and 2004, respectively.
NS Rail's fuel hedging activity resulted in a net decrease in diesel
fuel expense of $1 million for the second quarter 2002 and a net
increase in diesel fuel expense of less than $1 million for the
second quarter of 2001. For the first six months, NS Rails' fuel
hedging activity resulted in net increases in diesel fuel expense of
$3 million and less than $1 million for 2002 and 2001, respectively.
Ineffectiveness, or the extent to which changes in the fair values
of derivative instruments do not offset changes in the fair values of
the hedged items, was less than $1 million for the second quarters of
2002 and 2001 and the first six months of 2001. Ineffectiveness was
approximately $1 million for the first six months of 2002.
Interest Rate Hedging
---------------------
NS Rail manages its overall exposure to fluctuations in interest
rates by issuing both fixed and floating-rate debt instruments, and
by entering into interest rate hedging transactions. NS Rail had
$235 million, or 36 percent, and $251 million, or 37 percent, of
its fixed rate debt portfolio hedged at June 30, 2002, and Dec. 31,
2001, respectively, using interest rate swaps that qualify for and
are designated as fair-value hedge transactions. These swaps have
been effective in hedging the changes in fair value of the related
debt arising from changes in interest rates, and accordingly, there
has been no impact on earnings resulting from ineffectiveness
associated with these derivative transactions.
11
Item 1. Financial Statements. (continued)
- ------ --------------------
Fair Values
-----------
The fair values of NS Rail's diesel fuel derivative instruments at
June 30, 2002, and Dec. 31, 2001, were determined based upon current
fair market values as quoted by third party dealers. Fair values of
interest rate swaps were determined based upon the present value of
expected future cash flows discounted at the appropriate implied spot
rate from the spot rate yield curve. Fair value adjustments are
noncash transactions, and accordingly, are excluded from the
Consolidated Statement of Cash Flows. "Accumulated other
comprehensive income," a component of "Stockholder's equity,"
includes $14 million (pretax) of unrealized gains at June 30, 2002,
and $15 million (pretax) of unrealized losses at Dec. 31, 2001,
related to the fair value of derivative fuel hedging transactions
that will terminate within twelve months of the respective dates.
The asset and liability positions of NS Rail's outstanding
derivative financial instruments at June 30, 2002 and Dec. 31,
2001 were as follows:
June 30, 2002 Dec. 31, 2001
------------- -------------
($ in millions)
Interest rate hedges:
Gross fair market asset position $ 16 $ 12
Fuel hedges:
Gross fair market asset position 15 --
Gross fair market (liability) position (1) (19)
------- -------
Total net asset (liability) position $ 30 $ (7)
======= =======
5. Comprehensive Income
NS Rail's total comprehensive income was as follows:
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
2002 2001 2002 2001
---- ---- ---- ----
($ in millions)
Net income $ 126 $ 83 $ 211 $ 145
Other comprehensive income (loss) (10) 51 85 97
------ ------ ------ ------
Total comprehensive income $ 116 $ 134 $ 296 $ 242
====== ====== ====== ======
For NS Rail, "Other comprehensive income (loss)" is the unrealized
gains and losses on certain investments in debt and equity securities,
principally NS common stock, and fair value adjustments to derivative
financial instruments.
12
Item 2. Management's Discussion and Analysis of Financial Condition
- ------ -----------------------------------------------------------
and Results of Operations.
-------------------------
NORFOLK SOUTHERN RAILWAY COMPANY AND SUBSIDIARIES
(A Majority-Owned Subsidiary of Norfolk Southern Corporation)
Management's Discussion and Analysis of Financial Condition
and Results of Operations
RESULTS OF OPERATIONS
Net Income
- ----------
Second-quarter net income was $126 million in 2002, up $43 million, or
52 percent, compared with second quarter last year. For the first six
months of 2002, net income was $211 million, up $66 million, or
46 percent, compared with the first six months of 2001. Both
improvements reflected higher income from railway operations, which was
up 18 percent for the quarter and 24 percent for the first six months,
and lower nonoperating expenses.
Railway Operating Revenues
- --------------------------
Second-quarter railway operating revenues were $1.5 billion in 2002,
down $3 million, compared with last year. For the first six months,
railway operating revenues were $3.0 billion, down $48 million, or
2 percent, compared with last year. As shown in the following table,
traffic volume was higher for the quarter, but was lower for the first
six months. The unfavorable revenue per unit/mix variance were largely
attributable to changes in the mix of traffic (notably less coal volume
and more intermodal traffic volume).
Second Quarter First Six Months
2002 vs. 2001 2002 vs. 2001
Increase (Decrease) Increase (Decrease)
------------------ ------------------
($ in millions) ($ in millions)
Traffic volume (carloads) $ 27 $ (16)
Revenue per unit/mix (30) (32)
-------- --------
$ (3) $ (48)
======== ========
Revenues and carloads for the commodity groups were as follows:
Revenues
----------------------------------------------
Second Quarter Six Months
2002 2001 2002 2001
---- ---- ---- ----
($ in millions)
Coal $ 350 $ 395 $ 709 $ 788
General merchandise:
Automotive 259 244 487 458
Chemicals 194 191 380 379
Metals/construction 189 177 349 342
Agr./consumer prod./govt. 152 148 306 298
Paper/clay/forest 154 162 295 316
------- ------- ------- -------
General merchandise 948 922 1,817 1,793
Intermodal 249 233 478 471
------- ------- ------- -------
Total $ 1,547 $ 1,550 $ 3,004 $ 3,052
======= ======= ======= =======
13
Item 2. Management's Discussion and Analysis of Financial Condition
- ------ -----------------------------------------------------------
and Results of Operations. (continued)
-------------------------
Carloads
----------------------------------------------
Second Quarter Six Months
2002 2001 2002 2001
---- ---- ---- ----
(In thousands)
Coal 394 437 792 876
General merchandise:
Automotive 181 173 344 325
Chemicals 110 111 214 218
Metals/construction 196 185 358 351
Agr./consumer prod./govt. 125 126 250 256
Paper/clay/forest 112 117 217 234
------ ------ ------ ------
General merchandise 724 712 1,383 1,384
Intermodal 599 538 1,148 1,081
------ ------ ------ ------
Total 1,717 1,687 3,323 3,341
====== ====== ====== ======
Coal
- ----
Coal revenues decreased $45 million, or 11 percent, in the second quarter
and $79 million, or 10 percent, in the first six months, compared with the
same periods last year. Total tonnage handled declined 9 percent for both
periods, reflecting lower utility volume and continued weakness in export
coal traffic. Utility traffic volume continued to be adversely affected by
reduced demand; however, stockpiles are declining and are now thought to be
nearer to normal levels. The decline in export volume was primarily the
result of weak demand. Average revenues were down 2 percent in the second
quarter and down slightly for the first six months. The decline for the
quarter was largely the result of an increase in shorter-haul (lower
revenue per unit) business coupled with a decline in longer-haul (higher
revenue per unit) business, which was offset, in part, by higher rates.
Coal volumes are expected to strengthen in August, based upon utility
projections and recent contract settlements in the metallurgical and
export markets, resulting in more favorable revenue comparisons during
the second half of 2002.
General Merchandise
- -------------------
General merchandise revenues increased $26 million, or 3 percent, in the
second quarter and $24 million, or 1 percent, in the first six months,
compared with the same periods last year. Traffic volume (carloads)
increased 2 percent for the quarter, but was flat for the first six
months. The increase for the quarter was driven by higher automotive and
metals/construction volume. For the first six months, increased volumes
for these two commodity groups were offset by declines for the remaining
commodity groups. Automotive and metals/construction benefited from higher
light vehicle production, increased metals business and strength in highway
construction. Paper/clay/forest traffic volume continued to be adversely
affected by mill closures and production curtailments. General merchandise
revenue per unit increased 1 percent for both periods, compared with last
year. Agriculture revenue per unit increased 4 percent for the quarter and
5 percent for the first six months, largely because of more longer-haul
corn business.
General merchandise revenues are expected to continue to compare favorably
with those of last year and strengthen when the economy improves.
14
Item 2. Management's Discussion and Analysis of Financial Condition
- ------ -----------------------------------------------------------
and Results of Operations. (continued)
-------------------------
Intermodal
- ----------
Intermodal revenues increased $16 million, or 7 percent, in the second
quarter and $7 million, or 1 percent, in the first six months, compared
with the same periods last year. Traffic volume (units) increased
11 percent for the quarter and 6 percent for the first six months,
reflecting higher container and Triple Crown volumes. The increases in
container traffic reflected gains in international and domestic business
that continued to benefit from the expansion of the intermodal network
and service improvements. Intermodal revenue per unit declined 4 percent
for the quarter and 5 percent for the first six months, reflecting the
absence of fuel surcharges that were in place in 2001, changes in the mix
of traffic, including an increase in shorter-haul business and market-
driven rate reductions (largely a result of the excess truck capacity
that was driven by softer demand earlier in the year).
Intermodal revenues are expected to continue to benefit from continued
improvements in service and the terminal capacity added in 2001.
Railway Operating Expenses
- --------------------------
Second-quarter railway operating expenses were $1.3 billion, down
$46 million, or 3 percent, compared with last year. For the first six
months, expenses were $2.5 billion, down $139 million, or 5 percent.
Compensation and benefits expenses increased $5 million, or 1 percent,
in the second quarter, but decreased $6 million, or 1 percent, for the
first six months. Both periods benefited from reduced employment levels
and lower payroll taxes; however, higher wage rates, increased health and
welfare benefit costs and a lower pension income offset these declines.
Materials, services and rents expenses decreased $29 million, or 6 percent,
in the quarter and $62 million, or 6 percent, in the first six months. The
declines reflected lower equipment rents largely resulting from efficiency
improvements and, for the first six months, lower expenses for locomotive
and freight car materials. These declines were somewhat offset by higher
joint facility costs.
Conrail rents and services expenses decreased $5 million, or 4 percent, in
the second quarter and $1 million, for the first six months, reflecting
lower costs in the Shared Assets Areas.
Diesel fuel expenses decreased $22 million, or 21 percent, in the second
quarter and $58 million, or 26 percent, in the first six months,
reflecting declines in the average price per gallon of 20 percent for the
quarter and 23 percent for the first six months and slightly lower
consumption.
Other expenses increased $7 million, or 10 percent, in the second quarter,
but decreased $8 million, or 5 percent, for the first six months. The
increase for the quarter was principally the result of higher bad debt
expense. The decline for the first six months resulted from a first-
quarter reduction to prior years' property tax accruals made in response
to a first-quarter settlement.
Other Income (Expense) - Net
- ----------------------------
Other income (expense) - net was an expense of $60 million in the second
quarter and $112 million for the first six months of 2002, compared with
expenses of $87 million for the second quarter and $132 million for the
first six months of 2001. Both decreases principally resulted from lower
discount on sales of accounts receivable, which was slightly offset by
lower returns on corporate-owned life insurance and reduced rental income.
In addition, the comparison for the first six months reflected the absence
of a $13 million gain from a nonrecurring settlement that benefited 2001.
15
Item 2. Management's Discussion and Analysis of Financial Condition
- ------ -----------------------------------------------------------
and Results of Operations. (continued)
-------------------------
FINANCIAL CONDITION AND LIQUIDITY
Cash provided by operating activities, NS Rail's principal source of
liquidity, was $492 million in the first six months of 2002, compared
with $296 million in the first six months of 2001. The increase was
principally the result of higher operating income, lower tax payments
(2001 included the settlement of federal tax years 1995 and 1996) and
favorable changes in working capital. A significant portion of
payments made to PRR (which are included in "Conrail rents and services"
and, therefore, are a use of cash in "Cash provided by operating
activities") are borrowed back from a PRR subsidiary and, therefore,
are a source of cash in "Proceeds from borrowings." NS Rail's net cash
flow from these borrowings amounted to $98 million in the first six
months of 2002 and $144 million in the first six months of 2001.
NS Rail's working capital deficit was $1.0 billion at June 30, 2002,
compared with $1.5 billion at Dec. 31, 2001. The improvement was
principally the result of the change in the terms of the note under
which NS Rail borrows funds from the PRR subsidiary (see Note 3) and a
reduction in the net amount due to NS.
NS Rail looks to NS to provide needed funding. NS currently has the
capability to increase the amount of accounts receivable being sold under
its revolving sale program. Over the last twelve months, the amount of
receivables NS could sell under this program ranged from $359 million to
$468 million. Moreover, NS has a $1 billion credit facility, which
expires in 2006, that it can borrow under or use to support commercial
paper debt. However, any reduction in its credit rating could limit
NS' ability to access the commercial paper markets.
As the major NS subsidiary, NS Rail provides funding to service NS' debt.
NS' debt at June 30, 2002, totaled $6.4 billion. Of this debt,
$1.8 billion is due within five years (including $740 million due May 2007).
NS also has outstanding $734 million of notes due May 1, 2037, that can be
redeemed by the holders on May 1, 2004. NS will not know the amount of
2037 notes that it may be required to redeem until April 1, 2004. NS
expects to be able to redeem any notes properly presented using cash
generated from operations (including sales of accounts receivable), cash
on hand and proceeds from borrowings.
NS Rail expects to generate sufficient cash flow from operations to meet
its ongoing obligations. This expectation is based on the view that the
economy will continue to grow as the last half of the year progresses.
Cash used for investing activities decreased significantly in the first
six months of 2002, compared with the first six months of 2001. The
decline was principally the result of lower capital expenditure driven by
fewer locomotive purchases.
Cash flows from financing activities were a use of $230 million in the
first six months of 2002, compared with a source of $179 million in the
first six months of 2001, reflecting a decrease in equipment financing, an
increase in advances to NS and a decline in net borrowings from a PRR
subsidiary (see Note 3). Loan transactions with a PRR subsidiary resulted
in net borrowings of $98 million in 2002 and $144 million in 2001.
Advances to NS typically account for most of the cash used for financing
requirements and reflect NS' requirements.
OTHER MATTERS
Labor Arbitration and Litigation
- --------------------------------
Several hundred labor arbitration claims have been filed with NSR on behalf
of NSR employees furloughed after June 1, 1999, for various periods of
time, alleging that the furloughs were a result of the Conrail transaction
and seeking "New York Dock"
16
Item 2. Management's Discussion and Analysis of Financial Condition
- ------ -----------------------------------------------------------
and Results of Operations. (continued)
-------------------------
income protection benefits. One labor organization has initiated
arbitration on behalf of approximately 100 of these claimants.
Management believes, based on known facts and circumstances, including
the availability of legal defenses, that NSR will prevail and that the
amount of liability for these claims should not have a material adverse
effect on NS Rail's financial position, results of operations or
liquidity. Depending on the outcome of the arbitration, other claims
may be filed or progressed to arbitration. Should all such claimants
prevail, there could be a significant adverse effect on results of
operations in a particular quarter (see Note 2).
Sixty-seven current and former employees have filed lawsuits involving
labor issues against NSR in West Virginia state court, aleging that NSR
discriminated against them on the basis of their age when it assigned
them rankings on the conductor seniority roster pursuant to a national
collective bargaining agreement. In 1997 a state court jury returned a
verdict finding NSR liable for age discrimination, and the West Virginia
Supreme Court of Appeals affirmed the judgment of liability. The cases
are now before the County Circuit Court for jury trial on the issue of
remedies, and trials are scheduled to begin in September 2002. The
probable liability has been accrued through a charge to expenses.
However, depending on the outcome of these cases, they could have a
significant effect on results of operations in a particular year or
quarter (see Note 2).
Labor Agreements
- ----------------
Substantially all of NS Rail's employees are covered by collective
bargaining agreements with 15 different labor unions. These agreements
remain in effect until changed pursuant to the Railway Labor Act.
Moratorium provisions in these agreements permitted NS Rail and the unions
to propose such changes in late 1999; negotiations at the national level
commenced shortly thereafter. The outcome of these negotiations is
uncertain at this time. However, agreements have been reached with the
Brotherhood of Maintenance of Way Employes, which represents about 4,400
NS Rail employees, and with the Brotherhood of Locomotive Engineers,
which represents about 5,000 NS Rail employees. In addition, a national
agreement with the United Transportation Union, which represents about
7,000 NS Rail employees, was recently ratified.
Market Risks and Hedging Activities
- -----------------------------------
NS Rail uses derivative financial instruments to reduce the risk of
volatility in its diesel fuel costs and to manage its overall exposure to
fluctuations in interest rates. As of June 30, 2002, through swap
transactions and advance purchases, NS Rail has hedged approximately
57 percent of expected diesel fuel requirements for the remainder of 2002.
The effect of the hedges is to yield an average cost of approximately
73 cents per hedged gallon, including federal taxes and transportation.
A 10 percent decrease in diesel fuel prices would reduce NS Rail's asset
related to the swaps by approximately $24 million.
NS Rail manages its overall exposure to fluctuations in interest rates by
issuing both fixed- and floating-rate debt instruments and by entering
into interest-rate hedging transactions to achieve an appropriate mix
within its debt portfolio.
NS Rail's debt subject to interest rate exposure totaled $450 million at
June 30, 2002. A 1 percentage point increase in interest rates would
increase NS Rail's total annual interest expense related to all its
variable debt by approximately $4 million. Management considers it
unlikely that interest rate fluctuations applicable to these instruments
will result in a material adverse effect on NS Rail's financial position,
results of operations or liquidity.
Certain capital leases, which carry an average fixed rate of 7.1 percent,
were effectively converted to variable rate obligations using interest
rate swap agreements. On June 30, 2002, the average pay rate under these
agreements was
17
Item 2. Management's Discussion and Analysis of Financial Condition
- ------ -----------------------------------------------------------
and Results of Operations. (continued)
-------------------------
2.6 percent, and the average receive rate was 7.1 percent.
A portion of the lease obligations is payable in Japanese yen. NS Rail
eliminated the associated exchange rate risk at the inception of
each lease with a yen deposit sufficient to fund the yen-denominated
obligation. Most of these deposits are held by foreign banks, primarily
Japanese. As a result, NS Rail is exposed to financial market risk
relative to Japan. Counterparties to the interest rate swaps and
Japanese banks holding yen deposits are major financial institutions
believed by management to be creditworthy.
Environmental Matters
- ---------------------
NS Rail is subject to various jurisdictions' environmental laws and
regulations. It is NS Rail's policy to record a liability where such
liability or loss is probable and its amount can be estimated reasonably.
Claims, if any, against third parties for recovery of cleanup costs
incurred by NS are reflected as receivables (when collection is probable)
in the balance sheet and are not netted against the associated NS
liability. Environmental engineers regularly participate in ongoing
evaluations of all identified sites and in determining any necessary
adjustments to liability estimates. NS Rail also has established an
Environmental Policy Council, composed of senior managers, to oversee
and interpret its environmental policy.
Operating expenses for environmental matters totaled approximately
$3 million and $2 million in second quarter 2002 and 2001, respectively,
and $5 million for the first six months of 2002 and 2001. Capital
expenditures totaled approximately $3 million and $4 million for the
first six months of 2002 and 2001, respectively.
NS Rail's balance sheets included liabilities for environmental exposures
in the amount of $29 million at June 30, 2002, and $33 million at Dec. 31,
2001 (of which $8 million was accounted for as a current liability in each
period). At June 30, 2002, the liability represented NS Rail's estimate
of the probable cleanup and remediation costs based on available
information at 124 identified locations. On that date, 10 sites accounted
for $16 million of the liability, and no individual site was considered to
be material. NS Rail anticipates that much of this liability will be paid
out over five years; however, some costs will be paid out over a longer
period.
At some of the 124 locations, certain NS Rail subsidiaries, usually in
conjunction with a number of other parties, have been identified as
potentially responsible parties by the Environmental Protection Agency
(EPA) or similar state authorities under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, or comparable state
statutes, which often impose joint and several liability for cleanup costs.
With respect to known environmental sites (whether identified by NS or by
the EPA or comparable state authorities), estimates of NS Rail's ultimate
potential financial exposure for a given site or in the aggregate for all
such sites are unavoidably imprecise because of the widely varying costs
of currently available cleanup techniques, the likely development of new
cleanup technologies, the difficulty of determining in advance the nature
and full extent of contamination and each potential participant's share of
any estimated loss (and that participant's ability to bear it), and
evolving statutory and regulatory standards governing liability.
The risk of incurring environmental liability -- for acts and omissions,
past, present and future -- is inherent in the railroad business. Some of
the commodities in NS Rail's traffic mix, particularly those classified as
hazardous materials, can pose special risks that NS Rail and its
subsidiaries work diligently to minimize. In addition, several NS Rail
subsidiaries own, or have owned, land used as operating property, or
which is leased or may have been leased and operated by others, or held
for sale. Because environmental problems that are latent or undisclosed
may exist on these properties, there can be no assurance that NS Rail
will not incur environmental liabilities or costs with respect to one or
more of them, the amount and materiality of which cannot be estimated
reliably at this time. Moreover, lawsuits and claims
18
Item 2. Management's Discussion and Analysis of Financial Condition
- ------ -----------------------------------------------------------
and Results of Operations. (continued)
-------------------------
involving these and other unidentified environmental sites and matters are
likely to arise from time to time. The resulting liabilities could have a
significant effect on financial condition, results of operations or
liquidity in a particular year or quarter.
However, based on an assessment of known facts and circumstances, management
believes that it is unlikely that any known matters, either individually or
in the aggregate, will have a material adverse effect on NS Rail's financial
position, results of operations or liquidity.
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements that may be
identified by the use of words like "believe," "expect," "anticipate" and
"project." Forward-looking statements reflect Management's good-faith
evaluation of information currently available. However, such statements
are dependent on and, therefore, can be influenced by, a number of
external variables over which Management has little or no control,
including: domestic and international economic conditions; the business
environment in industries that produce and consume rail freight;
competition and consolidation within the transportation industry;
fluctuation in prices of key materials, in particular diesel fuel; labor
difficulties, including strikes and work stoppages; legislative and
regulatory developments; changes in securities and capital markets; and
natural events such as severe weather, floods and earthquakes. Forward-
looking statements are not, and should not be relied upon as, a guaranty
of future performance or results. Nor will they necessarily prove to be
accurate indications of the times at or by which any such performance or
results will be achieved. As a result, actual outcomes and results may
differ materially from those expressed in forward-looking statements. The
Company undertakes no obligation to update or revise forward-looking
statements.
19
Item 3. Quantitative and Qualitative Disclosures about Market Risks.
- ------ -----------------------------------------------------------
The information required by this item is included in Part I, Item 2,
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" on page 16 under the heading "Market Risks and Hedging
Activities."
20
PART II. OTHER INFORMATION
- ---------------------------
Item 6. Exhibit
- ------ -------
99 Certification of the CEO and CFO pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley
Act of 2002.
21
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORFOLK SOUTHERN RAILWAY COMPANY
--------------------------------
(Registrant)
Date: Aug. 8, 2002 /s/ Reginald J. Chaney
------------ ------------------------------------------
Reginald J. Chaney
Corporate Secretary (Signature)
Date: Aug. 8, 2002 /s/ John P. Rathbone
------------ ------------------------------------------
John P. Rathbone
Vice President and Controller
(Principal Accounting Officer) (Signature)
22
EXHIBIT INDEX
- -------------
Electronic
Submission
Exhibit
Number Description Page
- ---------- ------------------------- ----
99 Certifications of the CEO and CFO pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes - Oxley Act of 2002. 23