Norfolk Southern
Annual Report 2006

Plain-text annual report

l N o r f o k S o u t h e r n C o r p o r a t i o n A n n u a l R e p o r t 2 0 0 6 Our Vision Be the Safest, Most Customer-Focused and Successful Transportation Company in the World Norfolk Southern Corporation Three Commercial Place Norfolk, Va. 23510-9217 www.nscorp.com Thoroughbred Success Through Service Annual Report 2 0 0 6 Norfolk Southern System Map Map Key Norfolk Southern Railway and its Railroad Operating Subsidiaries NS Trackage/Haulage Rights Description of Business Norfolk Southern Corporation is a Norfolk, Va.-based company that controls a major freight railroad, Norfolk Southern Railway Company. The railway operates approximately 21,000 route miles in 22 eastern states, the District of Columbia and Ontario, Canada, serves all major eastern ports and connects with rail partners in the West and Canada, linking customers to markets around the world. Norfolk Southern provides comprehensive logistics services and offers the most extensive intermodal network in the East. Stockholder Information Common Stock Ticker symbol: NSC Common stock of Norfolk Southern Corporation is listed and traded on the New York Stock Exchange. Publications Upon written request, the corporation’s annual and quarterly re- ports on Forms 10-K and 10-Q will be furnished free to stockholders. Write to: Corporate Communications Department, Norfolk Southern Corporation, Three Commercial Place, Norfolk, Va. 23510-9227. A notice and proxy statement for the annual meeting of stock- holders are furnished to stockholders in advance of the meeting. Upon request, a stockholder may receive a printed copy of the Corporate Governance Guidelines, board committee charters, Code of Ethics, and Code of Ethical Conduct for Senior Financial Officers. Contact the Corporate Secretary, Norfolk Southern Corporation, Three Commercial Place, Norfolk, Va. 23510-9219. This information also is available on the NS Web site. Ethics & Compliance Hotline High ethical standards always have been key to Norfolk Southern’s success. Anyone who may be aware of a violation of the corpora- tion’s ethical standards or a conflict of interest, or has a concern or complaint regarding the corporation’s financial reporting, accounting, internal controls or auditing matters is encouraged to report such information to the Ethics & Compliance Hotline, 800.732.9279. Reports may be made anonymously and without fear of retaliation. Dividends At its January 2007 meeting, the corporation’s board of directors declared a quarterly dividend of 22 cents per share on its common stock, payable on March 10, 2007, to stockholders of record on Feb. 2, 2007. Norfolk Southern Corporation pays quarterly dividends on its common stock, usually on or about March 10, June 11, Sept. 10 and Dec. 10. The corporation has paid 98 consecutive quarterly dividends since its inception in 1982. Annual Meeting May 10, 2007, at 10 a.m. EDT Williamsburg Lodge Conference Center 310 South England St. Williamsburg, Va. 23185 Account Assistance For assistance with lost stock certificates, transfer requirements and the Dividend Reinvestment Plan, contact: Registrar and Transfer Agent The Bank of New York 101 Barclay St.—11E New York, N.Y. 10286 866.272.9472 For assistance with address changes, dividend checks and direct deposit of dividends, contact: Assistant Corporate Secretary Stockholder Records Norfolk Southern Corporation Three Commercial Place Norfolk, Va. 23510-9219 800.531.6757 Dividend Reinvestment Plan Stockholders whose names appear on their stock certificates (not a street or broker name) are eligible to participate in the Dividend Reinvestment Plan. The plan provides a convenient, economical and systematic method of acquiring additional shares of the corporation’s common stock by permitting eligible stockholders of record to reinvest dividends.The plan’s administrator is The Bank of New York. For additional information, dial 866.272.9472. Financial Inquiries Henry C. Wolf Vice Chairman and Chief Financial Officer Norfolk Southern Corp. Three Commercial Place Norfolk, Va. 23510-9215 757.629.2650 Investor Inquiries Leanne D. Marilley Director Investor Relations Norfolk Southern Corp. Three Commercial Place Norfolk, Va. 23510-9215 757.629.2861 Corporate Offices Executive Offices Norfolk Southern Corp. Three Commercial Place Norfolk, Va. 23510-9227 757.629.2600 Regional Offices 1200 Peachtree St. N.E. Atlanta, Ga. 30309 110 Franklin Road S.E. Roanoke, Va. 24042 Annual Report Requests & Information 800.531.6757  Our Creed: We are responsible to our stockholders, customers, employees and the communities we serve. For all our constituencies, we will make safety our highest priority. For our customers, we will provide quality service, always trying to reduce our costs in order to offer competitive prices. For our stockholders, we will strive to earn a return on their equity investment that will increase the value of their ownership. By generating a reasonable return on invested capital, we will provide the security of a financially strong company to our customers, employees, stockholders and communities. For our employees, our greatest asset, we will provide fair and dignified treatment with equal opportunity at every level. We will seek a talented, diverse work force and management with the highest standards of honesty and fairness. For the communities we serve, we will be good corporate citizens, seeking to enhance their quality of life through service, jobs, investment and the energies and good will of our employees.  Photo must be purchased or NS may supply a similar photo  Highlights of the Year ($ in millions, except per-share amounts) Financial Results 20 06 200 % Increase (decrease) 10 21 () 16 1 1 1 ()  () 7 12 2 (2) (19) () 1 Railway operating revenues Income from railway operations $ $ Railway operating ratio Net income Earnings per share Basic Diluted Financial Position Total assets Total debt Stockholders’ equity Debt to total capitalization ratio 9,07 2,7 72.8% $ 1,81 $ $ $ $ $ .6 .7 26,028 6,600 9,61 0.7% $ $ $ $ $ $ $ $ 8,27 2,117 7.2% 1,2811 .171 .111 2,89 6,90 9,276 2.8% Stockholders’ equity per share $ 2.19 $ 22.6 Other Information Year-end stock price Dividends per share Price/earnings ratio at year end $ $ 0.29 0.68 1.1 Number of shareholders at year end 8,900 Shares outstanding at year end 97,19,601 Number of employees at year end 0,721 $ $ .8 0.8 1. 8,180 09,88,788 0, 1 Results in 200 include a $96 million reduction of NS’ deferred income tax liabilities resulting from tax legislation enacted by Ohio, which increased net income by $96 million, or 2 cents per diluted share. 6 7 Table of Contents 9 Wick Moorman’s Letter to Stockholders 10 14 20 28 30 33 34 K1 Norfolk Southern Marks Another Record Year NS People Deliver on Service Service to our Customers Service to Communities Financial Overview Board of Directors Officers Form 10-K Report Inside Back Cover Stockholder Information Equal Employment Opportunity Policy Norfolk Southern Corporation’s policy is to comply with all applicable laws, regulations and executive orders concerning equal employment opportunity and nondiscrimination and to offer employment on the basis of qualification and performance, regardless of race, religion, color, national origin, gender, age, sexual orientation, veteran status, the presence of a disability or any other legally protected status. Credits: Production of this annual report was directed by Rick Harris and Mary McNeeley of Norfolk Southern, assisted by Edelman, a public relations firm. Photography is by Wes Cheney, Jared Hopewell, Charlie Juda, Bob Lake, Chris Little and Ken Rieves. Printing is by Progress Press, Inc., of Roanoke, Va. 8 8 Norfolk Southern’s executive management team is led by (l-r): Don Seale, executive vice president and chief marketing officer; Steve Tobias, vice chairman and chief operating officer; John Rathbone, executive vice president administration; Jim Hixon, executive vice president law and corporate relations; Mark Manion, executive vice president operations; Kathryn McQuade, executive vice president planning and chief information officer; Wick Moorman, chairman, president and chief executive officer; and Hank Wolf, vice chairman and chief financial officer. “The market for rail freight transportation in the U.S. remains strong, and we believe that there are significant opportunities for further growth ahead.” - Wick Moorman 9 Dear Fellow Stockholders 2006 marked another outstanding year for Norfolk Customers are the second essential partner, and we Southern. Our company continued to generate exceptional are working hard to improve every component of our financial results driven by superior operating performance, customers’ interactions with our company. New systems and by a continuing strong demand for rail transportation. are being developed to improve and simplify customer For the third consecutive year we posted record results in interactions, and we continue to add capacity and terms of revenue, volume, income, and earnings per share. improve our equipment to serve their growing needs. Our operating ratio for the year was 72.8 percent, a full 2. percentage points lower than 200. We were able Finally, we continue to work with the communities we to increase the dividend by 2 percent, and during the serve to foster industrial and economic development, course of the year we repurchased 21.8 million shares to protect the environment, and to be good corporate of our common stock as an indication of our confidence citizens. More and more government and public policy in the strategic direction of our company. leaders at all levels are recognizing that rail transportation must remain healthy and expand if the nation’s As the 2006 results indicate, the market for rail freight economy is to continue to work efficiently and grow. transportation in the U.S. remains strong, and we believe that there are significant opportunities for further growth 2006 also marked my first full year as the CEO of Norfolk ahead. This annual report tells the story of how we were Southern, and I can think of no higher honor or privilege able to achieve our 2006 results, and how we’re planning than to serve in this role as the representative of the over for the future. The central theme is “Thoroughbred 0,000 people who make up our company. The credit Success Through Service,” because quality service has for our successes goes entirely to them, and in particular been and will be the key to our long-term success. to the senior management team with whom I have the pleasure to work. They are outstanding managers, as well In the following pages, we highlight the three critical as great people, who make coming to work every day a real partners essential to the services we provide: our people, pleasure. Working together, we will all continue to work to our customers, and the communities we serve. Norfolk make Norfolk Southern the safest, most customer-focused, Southern people are the heart of our company, and they and successful transportation company in the world. continue to do a remarkable job, setting new records in per- formance every year. First and foremost, we continue to be Sincerely, the safest workplace in the rail industry. For 17 consecutive years, Norfolk Southern has earned the E.H. Harriman Gold Medal for employee safety, and we all remain com- mitted to a goal of zero incidents and zero injuries. chairman, president and chief executive officer 10 10 Norfolk Southern Marks Another Norfolk Southern Marks Another Record Year Record Year In 2006, we continued to set performance records. For a third consecutive year, both railway operating revenues and income from railway operations reached record levels. Net income of $1.5 billion set a record for the third consecutive year, as did our $3.57 earnings per share. Stockholders benefited from a fifth consecutive year of dividend increases. In 2006, two dividend increases resulted in a 42 percent increase in dividends paid. In November 2005, our board of directors authorized the repurchase of up to 50 million shares of our common stock through 2015. As an indication of our confidence in the strategic direction of our company, we repurchased almost 22 million shares of our common stock in 2006. We continued to reduce outstanding debt, and we lowered our debt to total capitalization ratio to 40.7 percent as of the end of 2006. Our operating ratio, a standard measurement of performance efficiency, improved to 72.8 percent. Norfolk Southern Marks Another Record Year 11 General Merchandise General merchandise revenue was $.1 billion in 2006, an 11 percent increase over 200, reflecting higher average revenues, including fuel surcharges. All commodity groups set revenue records, with the exception of automotive, which was within 2 percent of its all-time high. Following are some of the factors that affected the five commodity groups. For a full discussion of the change in revenues, refer to Management’s Discussion & Analysis included in the Form 10-K section of this annual report. Agriculture, Consumer Products & Government Paper, Clay & Forest Products The paper, wood and kaolin clay markets were mixed in 2006. While we experienced improvement in the printing paper market, driven by new import business, lumber and wood products declined in the face of a weaker housing market. As landfill capacity in the Northeast has diminished, demand for long-haul rail service for municipal solid waste shipments has increased. New landfills located on NS lines in the Midwest and Southeast are expected to con- tinue to drive opportunities for business growth in 2007. Metals & Construction Continued strength from both foreign and domestic steel markets for most of the year drove volume growth for Ethanol was the leading story for 2006. Ethanol metals. NS remains an industry leader in the metals trans- production soared, and rail emerged as a preferred portation market, serving 19 integrated mills, 17 electric mode of transport. We handled ethanol through 18 arc mills, more than 0 major steel processors and 7 distribution facilities in 2006, and in 2007, additional steel distribution facilities. As the construction market for ethanol distribution facilities are expected to come on new housing softened, transportation demand from high- line to meet the growing demand. Military shipments, way and nonresidential construction increased. Access to traffic related to Hurricane Katrina recovery efforts new stone quarries and terminals generated new business and grain to the growing southeast feed industry also that we believe will continue to expand in 2007 and beyond. contributed to revenue. Chemicals The plastics, petroleum, industrial intermediates and miscellaneous chemicals markets grew in 2006. Industrial development efforts led to several new plastics plants and expansions along our lines during the year that helped mitigate weaker demand early in the year, when producers were ramping back up to pre-Katrina levels. NS intends to add to its transload terminal network and open a new Thoroughbred Bulk Terminal in Somerset, Ky., in 2007, bringing the total number of terminals to 1. Automotive Softening North American vehicle production resulted in fewer automotive shipments for NS in 2006. NS- served assembly plants closed in St. Louis and Atlanta, as did an offline Oklahoma City assembly plant for which NS was an interline carrier. However, growth from other manufacturers, including the recently expanded NS-served Mercedes-Benz assembly complex in Vance, Ala., offset some of these declines. In 2006, NS received Toyota’s President’s Award for Logistics Excellence and Toyota’s Excellence Award for On-Time Performance. 12 Intermodal As international trade remains strong and U.S. highways become increasingly congested, demand for intermodal transportation continues to grow. NS experienced a  percent increase in volume and an 8 percent increase in revenue over the previous year, driven by higher average revenues, fuel surcharges and volume. To meet the needs of intermodal customers today, and to prepare for future growth, we have invested in several projects to increase capacity and improve service. Projects in the works today include: the Heartland Corridor, to enable double-stacked containers to travel directly from the mid-Atlantic to the Midwest; the Rickenbacker intermodal facility in Columbus, Ohio; and the Meridian Speedway, to improve service between Meridian, Miss., and Shreveport, La. In August, we opened our newest intermodal facility at Appliance Park in Louisville, Ky. The 2-acre facility will enable NS to increase capacity and provide more efficient rail services for the Louisville market, which has seen significant intermodal traffic growth over the past several years. Coal 2006 was a record revenue year for the coal business group, with gains of $21 million, or 10 percent, over the previous year, reflecting higher average revenues, including fuel surcharges, and increased volume. The utility sector, which comprises 78 percent of the coal business group’s tonnage, rebuilt stockpiles as a result of record utility volumes and mild weather in our service region. Additionally, demand for domestic metallurgical coal grew because of increased spot business at domestic steel plants. Though the utilities and domestic metallurgical coal sectors were strong, the export coal market softened in 2006 as Asian receivers returned to their traditional suppliers, after having turned to the U.S. in 200 when global supplies were tight. Total Stockholder Returns (dollars) Net Income (in millions) The line graph below compares the cumulative total stockholder return on Norfolk Southern Corporation common stock, the cumulative total return of the S&P Composite-00 Stock Price Index and the S&P Railroad Stock Price Index for the five-year period commencing Dec. 1, 2001, and ending Dec. 1, 2006. This data is furnished by Bloomberg Financial Markets. $350 $300 $250 $200 $150 $100 $50 $0 Dec. 01 Dec. 02 Dec. 03 Dec. 04 Dec. 05 Dec. 06 Norfolk Southern Corp. S&P Railroad Index S&P 00 index $1,481 $1,281 $910 $535 $460 02 03 04 05 06 Diluted Earnings per Share (dollars) $3.57 $3.11 $2.28 $1.37 $1.18 *Assumes that the value of the investment in Norfolk Southern Corporation common stock and each index was $100 on Dec. 1, 2001, and that all dividends were reinvested. 02 03 04 05 06 2006: Tracking the Numbers ($ in millions, except per-share amounts) (See explanatory notes on Page 1.) 1 1 Railway Operating Revenue Coal Revenue Intermodal Revenue Metals & Construction Revenue $9,407 $8,527 $2,330 $2,115 $7,312 $6,270 $6,468 $1,728 $1,441$1,500 $1,971 $1,826 $1,537 $1,181$1,239 $1,168 $978 $818 $692 $699 02 03 04 05 06 02 03 04 05 06 02 03 04 05 06 02 03 04 05 06 Chemicals Revenue Agriculture, Consumer Products & Government Revenue Automotive Revenue Paper, Clay & Forest Products Revenue $1,079 $978 $994 $832 $961 $936 $954 $997 $974 $868 $776 $757 $716 $679 $631 $891 $801 $691 $607 $639 02 03 04 05 06 02 03 04 05 06 02 03 04 05 06 02 03 04 05 06 Railway Operating Expense Income from Railway Operations Railway Operating Ratio (percent) Cash Provided by Operating Activities $6,850 $6,410 $5,404 $5,610 $5,112 $2,117 $1,702 $1,158 $1,064 $2,557 81.5 83.5 76.7 75.2 72.8 $2,206 $2,105 $1,661 $1,054 $803 02 03 04 05 06 02 03 04 05 06 02 03 04 05 06 02 03 04 05 06 Capital Expenditures Long-Term Debt Debt-to-Total Capitalization Ratio (percent) Dividends per Share (dollars) $1,178 $1,041 $1, 025 $7,364 $7,160 $7,525 $6,930 $6,600 53.1 50.7 48.5 $695 $720 42.8 40.7 $0.68 $0.48 $0.36 $0.30 $0.26 02 03 04 05 06 02 03 04 05 06 02 03 04 05 06 02 03 04 05 06 1 1 Norfolk Southern employees are the heart of our operation. Behind every new tech- nology, every mile of track we lay and every customer delivery are our employees who work to make it happen. To continue to provide our customers with safe, reliable and efficient transportation of their goods, and to best serve our communities, we are recruiting and developing a work force trained to provide top-quality service. NS People Deliver on Service 1 Building a Work Force for Tomorrow NS is preparing for tomorrow by leading an aggressive recruiting effort today. To build and maintain a strong, diverse work force, NS’ approach to recruiting looks both inside and outside the company to fill its management ranks. We recruit recent college graduates for a comprehensive 1-month Bob Knowles, NS terminal trainmaster management training program. We also recruit men and women with management experience in other industries and look to current NS employees to enter our new operations supervisor training program designed to prepare individuals to fill supervisory positions. Similarly, we encourage managers performing other functions in the company to consider midcareer transitions to jobs in operations. With a sizeable percentage of our work force eligible to retire in the next 10 years, we recognize that we need to be aggressive and innovative in our recruitment efforts. We are working to strengthen our partnerships with universities across the country. In addition to visiting college campuses and inviting students to interview with NS, we sponsor scholarships, campus lectures highlighting the variety of opportunities on the railroad, and projects for students to gain real-life engineering experience. In 2006, a project that NS supported at North Carolina State University won first Military Background and NS Training put Bob Knowles on Track for Growth in a Railroad Career Bob Knowles, a terminal trainmaster at Enola Yard in Harrisburg, Pa., says his background with the United States Army is a natural fit for a career with the railroad. He is used to being part of a team where each person’s effort is neces- sary for success. Having served in Iraq, he’s also accustomed to challenging work in a demanding environment where safety is the top priority. In his position, Bob ensures that all of the trains in Enola Yard are in position and that employees are scheduled so that NS can make on-time deliveries to its customers. Skills Bob honed in the Army, particularly effective communication, have helped him earn three promotions since place in the National Student Safety Engineering Design Contest. he was hired as a conductor in the spring of 200. We also place significant emphasis on recruiting former members of the military. Veterans bring to NS a heightened awareness of safety and a commitment to teamwork — two attributes we value highly at the railroad. A full-time NS recruiter regularly visits military installations, part of a campaign that led G.I. Jobs magazine to rate NS as one of the nation’s top military-friendly employers. In addition to his military background, Knowles attributes his growth at NS to the employee development opportunities the railroad provides. According to Knowles, “A well-trained employee is not only more efficient, he’s also safer on the job.” In the span of two years, Knowles has taken 27 courses on topics ranging from time management to delegation strategies. Deliver on Service 16 16 Putting Safety First Safety is the top priority at NS. We work hard to achieve an injury-free workplace, with a goal of zero incidents and zero injuries. NS has systemwide safety policies and emphasizes safety training, and our employees make safety their personal commitment on the job. Sustaining our commitment to safety allows us to offer customers a competitive transportation package while also serving the interests of our employees, communities and stockholders. For 17 years running, we have won the E.H. Harriman Gold Medal award — the highest award in the rail industry for employee safety. That says a lot about the standards we set for our employees — and about how seriously our employees take that responsibility. Andrea Hogue, mechanical supervisor, Juniata Locomotive Shop, Altoona, Pa. The foundation of Norfolk Southern’s safety practices is found in its Six Tenets of Safety: 1. All injuries can be prevented. 2. All exposures can be safeguarded. . Prevention of injuries and accidents is the responsibility of each employee. . Training is essential for good safety performance. . Safety is a condition of employment. 6. Safety is good business. Strengthening our Work Force At NS, training is more than just a way to prepare new School. This four-day program, held in Norfolk, launches employees — it is part of our culture. We believe that em- in 2007. It will immerse management employees in ployees should be continually challenged to sharpen their areas typically outside their job responsibilities, including skills, develop new capabilities, and expand their knowledge. NS markets, customers, finances and operations. In addition to our wide array of traditional training and In addition, NS offers an online Employee Resource development activites, we are introducing an unprec- Center to inform employees about job opportunities edented educational opportunity: the Thoroughbred available within the company. 17th Consecutive Harriman Gold Medal 17 21 22 139 6 20 10 7 14 11 15 12 17 16 8 27 25 26 23 18 24 19 3 4 5 1 2 Representing all Norfolk Southern employees in Washington, D.C., to receive the company’s record 17th consecutive E.H. Harriman Gold Medal award for employee safety are: 1. Wayne Whitson, carman, Asheville, N.C. 2. . Kenny Johnson, electrician, Bellevue, Ohio Mike Talbot, engineer, East Carolina Business Unit, Goldsboro, N.C. Steve King, carman, Conway, Pa. Harvey Howe, engineer, Harrisburg, Pa. David Poff, treasurer, Roanoke . . 6. 7. Wick Moorman, chief executive officer, 8. 9. 10. 11. 12. 1. 1. 1. 16. 17. 18. 19. 20. 21. 22. 2. 2. 2. 26. 27. Norfolk Debbie Butler, vice president customer service, Atlanta Anne Elliott, chief clerk material management, Roanoke Emma Marie Brooks, IT staff, Atlanta Doug Davidson, head bill clerk accounting, Roanoke Floyd Morton, flagging foreman, Central Division, Athens, Tenn. Susan Smith, intermodal clerk, Kansas City, Mo. Chuck Wehrmeister, vice president safety and environmental, Roanoke Andy Corcoran, senior general attorney, Norfolk Dexter Massey, brakeman, Sheffield, Ala. Haskel Stanback, assistant vice president safety, Roanoke Denise Hollow, crew dispatcher, Atlanta Quintin Vance, dispatcher, Bluefield, W. Va. Paul Quigley, chief clerk centralized yard operations, Atlanta Barry Wells, system director safety, Roanoke Allan Davis, signalman, Sheffield, Ala. Larry Cody, clerk accounting, Atlanta Gerhard Thelen, vice president operations planning and support, Norfolk Linton Walker, machine operator timber and surfacing gang 2, Dallas, Ga. Gary Woods, vice president engineering, Atlanta Steve Tobias, vice chairman and chief operating officer, Norfolk 18 18 Laura Hoag, NS assistant terminal superintendent Coleman Lawrence, NS terminal superintendent Robyn Louderback, NS manager business development, agricultural, consumer products & government merchandise group NS Employees Find Invaluable Experience in New Career Tracks NS is always on the search for men and women qualified to handle the challenge of serving on the front lines in operations. In Laura Hoag, Coleman Lawrence and Robyn Louderback — three employees in very different parts of the company — NS found individuals eager for the challenge. Laura, Coleman and Robyn represent a growing trend at NS: employees who choose to make a midcareer transition to positions in operations. In May 2006, after working eight years in Norfolk Southern’s labor relations department, Laura decided it was time to expand the scope of her experience. At the encouragement of her supervisors and peers, she decided to apply for the job of assistant terminal superintendent in Decatur, Ill., the position she holds today. “Switching from an office job at NS headquarters to a yard in Decatur, Ill., was out of the ordinary,” said Laura. “But once I made the decision, I never looked back. I’m so thankful for this opportunity and the positive impact it has had on my career.” Nine years in the marketing and finance departments gave Coleman a thorough understanding and a well-rounded per- spective of NS as a company. When he was ready for a new challenge, NS recognized the value of Coleman’s experiences, and, in his words, “gave me the opportunity to test my skills in a more hands-on leadership role.” As the terminal superintendent in Atlanta for the past year, Coleman has gained a greater understanding of all that it takes to make NS run, and an even greater appreciation for the people who do it. “In the marketing department, I was charged with planning, designing and promoting excellent customer service. In the yard, I’m charged with making it happen.” Before making her transition, Robyn had served in various capacities in NS’ marketing department. After seven years, Robyn decided to make the move to operations because she realized that the experience would enable her to better serve the company and its customers. She served a year as as- sistant terminal superintendent in Chicago before returning to marketing this year as manager business development in the agricultural, consumer products & government merchan- dise group. In Chicago, she learned firsthand the company’s commitment to providing safe, efficient services to customers. While her routine and responsibilities were drastically different from her previous jobs, Robyn said, “There is no experience like working on the front lines. It’s invaluable.” 1919 In Norfolk for the Thoroughbred Award ceremony are (l-r): Debbie Butler, vice president customer service, Atlanta; Marta Stewart, vice president and controller, Norfolk; award nominee Mark Griffin, manager coal marketing, Birmingham, Ala.; award nominee Tim Mann, manager business solutions, Norfolk; Danny Smith, senior vice president energy and properties, Norfolk; award nominee Steven Blinn, national account manager machinery, Chicago; award nominee Danny Sanderson, assistant manager test cars, Roanoke; award nominee Tim Caldwell, research project engineer, Roanoke; Carl Wilson, division superintendent, Roanoke; Wick Moorman, chairman, president and chief executive officer, Norfolk; Hank Wolf, vice chairman and chief financial officer, Norfolk; award nominee Kurtis Reel, carman, Norfolk; award nominee Brooke Balbach, product manager government, Norfolk; award winner Jonathan A. Collins, transportation analyst, Atlanta; David Lawson, vice president industrial products, Norfolk; and award nominee J. Crandall Smith, revenue accounting customer service, Atlanta. Recognizing Extraordinary Service: The Thoroughbred Award We set the bar high for safety and service, but we Employees nominated for the award were: also work to actively reward excellence. In 2006, nine employees were nominated to receive our Thoroughbred Award for their extraordinary service to the company. Jonathan A. Collins, a transportation Jonathan A. Collins, winner, transportation analyst, Atlanta J. Crandall Smith, revenue accounting customer service, Atlanta analyst in Atlanta, received the company’s highest Steven Blinn, national account manager machinery, Chicago employee award for his innovation in developing an information system that enhances the railroad’s Brooke Balbach, product manager government, Norfolk ability to track shipments by pinpointing near-real-time Tim Mann, manager business solutions, Norfolk location of trains moving across our network. It is used by several company departments to improve Mark Griffin, manager coal marketing, Birmingham service and operations. Danny Sanderson, assistant manager test cars, Roanoke Tim Caldwell, research project engineer, Roanoke Kurtis Reel, carman, Norfolk 20 20 Service to our Customers Our customers need freight transportation that is safe, reliable and efficient. At Norfolk Southern, our goal is to exceed these expectations, not just meet them. We are tapping into the power of technology, we are investing heavily in new infrastructure and rail capacity, and we are enhancing communication with customers to take Norfolk Southern service to an even higher level of Thoroughbred success. Customers 21 21 Harnessing the Power of Technology Our aggressive emphasis on new technology in recent Phase I, developed in 2006, enables dispatchers to years has enabled us to provide better service to our wirelessly track the location of trains and remotely customers. In 2006, we moved to develop and integrate monitor the status of track switches through OTC’s new technologies to ensure safer, more efficient and integration with the Unified Train Control System, our more reliable service. Technology Drives Safety Nothing is more integral to quality customer service than safety. Today, we are forging ahead with a state- of-the-art system — Optimized Train Control — that will new train dispatching system currently being deployed. In this first phase, if a switch is not in its expected position or is not communicating its status, the dispatcher will receive an alert and notify the train crew to stop and inspect the switch. This initial phase will be implemented in early 2007 on a portion of our Piedmont Division. provide a safer environment for our train operations. Phase II of OTC, to be developed in 2007, includes OTC captures data from onboard and trackside moni- electronic delivery of operating instructions from UTCS tors, integrates it with NS central computer systems, to the locomotive crew and onboard systems. As operating and then analyzes it to alert the train crew and the conditions change or the crew fails to follow instructions, dispatcher when unsafe conditions arise. Going further, warnings will be displayed. If the crew fails to respond OTC enforces safe operating practices when corrective to a warning, the braking system will automatically actions are not taken in response to those warnings. bring the train to a safe stop. “There’s really no way we can do our job well unless your company is doing its job well. We count on getting what we need when we need it, and getting out everything we make as soon as we can. Without that kind of tight link with a first-class, safe, cost-efficient service provider like Norfolk Southern, we can’t do that.” - John Surma, chairman & CEO, United States Steel Corporation 22 Technology Drives Efficiency Norfolk Southern delivers on a large scale — from the dozens of locomotives in service over a larger territory. miles we cover, to the customers we serve, to the Ultimately, it will be a standard tool on our entire volumes we carry. To deliver on that scale requires fleet of long-haul locomotives. a lot of resources — from diesel fuel, to locomotives, to crews. By investing in technology to manage those Similarly, technology is being applied to problems as fundamental components more efficiently, Norfolk diverse as the management of locomotives, the delivery Southern is able to improve service to our customers of crews to our trains, and the display of essential and return value to our stockholders. information for our field operations personnel. In select locomotives, we have introduced an initiative known as LEADER®, or Locomotive Engineer Assist Display and Event Recorder, to achieve optimal train Technology Drives Reliability operations. LEADER works by logging the operating We have created a modeling tool called Operating state of a train in its computer memory to create Plan Developer to help strengthen our operations by a statistical profile of the operations over several quickly accounting for constantly changing variables trips. This profiled information is used to create — such as freight loads, weather and customer the most efficient trip, known as the “golden run.” needs — that come into play on the railroad. To provide During 2006, LEADER leveraged wireless and consistent service, it is critical for us to adjust for mobile computing technologies to make this these variables at a moment’s notice. With OPD, “golden run” visible on the locomotive, coaching the we can. engineer to adjust the throttle and brakes to achieve the most efficient trip. With LEADER, we are In 2006, we made substantial strides in improving improving fuel efficiency, reducing operating the use of OPD, upgrading its analysis and expenses and enhancing safety. Additionally, the traffic forecasting features. We are expanding engineer and supervisors download this operating its capabilities to include unit train movements. information for review after the trip to improve With this technology, we are quickly and seamlessly operating behaviors through training and feedback. creating new operating plans to account for In 2007, LEADER’s reach will be broadened to include unexpected events. 2 2 Technology Drives Performance We know we need to do more than simply strive to improve performance. We want to know with certainty that we are improving. In 2006, we introduced a system to share information about shipment and train perfor- mance with employees across the network at every level of the company. NS employees are able to see how their individual and team performance directly impact our overall performance and how their specific location compares to performance at other locations around the system. This facilitates greater individual visibility and leads to continuous improvement. At the same time, we are leveraging our investment in wireless technology to make information needed to manage our operations accessible to more of our Trent Sommers (left), NS manager system optimization, and Clark Cheng, NS senior manager operations research Technology Enables NS to Respond to the Unexpected When a major landslide near Emsworth, Pa., disrupted service on the busy NS Chicago main line in September 2006, train traffic was interrupted for several days. employees, more of the time. Day or night, employees Within a few hours of the event, a team including Clark using laptop and hand-held devices in remote locations throughout the NS network can connect to the NS systems they need to drive improvements in performance and customer service. Jason Pettway, director distributed systems, information technology, Atlanta Cheng, senior manager operations research, and Trent Sommers, manager system optimization, used Operating Plan Developer to successfully create alternate routes for more than 70 trains per day to ensure that any disruption to our service would be minimized. Unique to NS, OPD is a software program that produces a model of our current operating system and allows NS to see what impact different scenarios, such as adding cars or changing a route, will have on railroad operations and ultimately our bottom line. Clark, a 10-year NS employee, holds doctorate degrees in electrical engineering and operations research. Trent, a 22-year NS employee, holds a master’s degree in management. Both are members of the in-house team that developed and continue to enhance the OPD system. 2 2 Building Capacity for the Future International trade, highway congestion, the rising cost of energy, and the demand for utility coal all drive the need for more rail capacity. At Norfolk Southern, we are working to meet these needs through strategic investment in new infrastructure. NS employs a multi- disciplined process that evaluates capacity needs to determine financial and operational implications. After extensive review with local field personnel and evaluation of train operating information, congestion points are identified. Using sophisticated modeling and simulation tools, potential capital improvements are identified and evaluated to determine the most cost- effective improvements available. Today, we are focusing particularly on investments that will accommodate con- tinued growth in intermodal traffic, whereby railroads interchange freight with truck and shipping lines to transport goods to their final destinations. We also are working with federal, state and local governments to implement large-scale transportation projects that will have a positive impact on commerce and trade. The Heartland Corridor Today, double-stacked containers traveling by rail from the port of Norfolk to Columbus or Chicago must take a circuitous route through Harrisburg, Pa., or through Chattanooga, Tenn., to reach their destinations. The tunnels through the Virginia and West Virginia mountains are too low for double-stacked containers to pass through. The Heartland Corridor Project is changing that. We are working with the federal government and with the states of Ohio, West Virginia and Virginia in a public-private partnership to improve the corridor with a shared invest- ment of $11 million. When the Heartland Corridor is completed over the next three years, the enhanced route is expected to increase capacity, improve service con- sistency and shave an entire day off the journey from the mid-Atlantic to the Midwest for double-stacked containers. The Meridian Speedway The Rickenbacker Terminal On May 1, 2006, NS and Kansas City Southern Railway formed a joint venture to improve the 20-mile rail In 2006, work began on the $62 million Rickenbacker corridor known as the Meridian Speedway between Intermodal Terminal in Columbus, Ohio. Developed Meridian, Miss., and Shreveport, La. NS plans to invest with the Columbus Rickenbacker Airport Authority, $00 million, most of which will be used to upgrade the Rickenbacker will increase freight capacity in the region line over three years. Significant improvements to the by more than 0 percent. Rickenbacker also will serve route’s capacity already have been made. Forty-five as our first fully integrated logistics park, with more miles of formerly nonsignalized territory between than 20 million square feet of distribution space Jackson and Vicksburg, Miss., were converted surrounding the intermodal facility. The proximity of to centralized traffic control in 2006, and design has been the intermodal hub to a vast amount of distribution completed and construction has begun on an additional space will create new efficiencies for customers 2 miles of centralized traffic control territory east of locating alongside the facility. Work on the terminal Shreveport. Forty miles of new rail replacement has is expected to be completed in 2008. been completed in three locations, and approximately 100 miles of crosstie replacement work, along with nearly 10 miles of ballast and surfacing work, has been done. Also, designs have been completed and site preparation work has begun for new sidings or siding extensions totaling . additional miles in Meehan and Rankin, Miss., and Stevens, La. With completion of these projects expected in 2007, it will be much easier for trains to meet and pass, thereby increasing capacity. The Shelocta Secondary The demand for utility coal is growing, and we stand ready to meet that need. In 2006, we ran our first train on the new Shelocta Secondary. The new service is the result of a $ million project to establish a direct rail connection between the NS Conemaugh Line in Saltsburg, Pa., and the coal-powered Keystone Generating Station in Shelocta, Pa. By replacing a circuitous route with limited capacity, the Shelocta Secondary trims 1 miles off the trip from Saltsburg to Shelocta. The new route efficiently increases capacity to the plant, allowing for faster cycle times and longer trains. 2 2 CREATE The Chicago Region Environmental and Transporta- tion Efficiency program, CREATE, is a first-of-its-kind partnership among the state of Illinois, the city of Chicago, Metra, and the nation’s freight railroads, including Norfolk Southern. A project of national significance in the nation’s busiest freight transpor- tation hub, CREATE will invest $1. billion in critically needed rail infrastructure improvements designed to improve the quality of life of Chicago-area residents and increase the efficiency of freight and passenger rail service throughout the region. The rail industry has agreed to match $100 million in approved federal funds for CREATE. The first phase of the project will assign $21 million to rail projects in the Chicago area. During 2006, environmental studies and preliminary engineering design work continued on 22 rail projects, and two highway-rail grade separation projects were under construction. Construction is scheduled to start on seven rail projects in 2007, with completion of most expected in 2008. The Shelocta Secondary, which was completed in 2006, increases capacity and improves routing for coal traffic between Saltsburg and Shelocta, Pa. 26 Enhancing Customer Relationships While we continue to invest heavily in new systems The P.A.R.T.N.E.R.S. program, Productively Auditing and new infrastructure to improve customer service, Rail Transportation Needs Ensuring Reliable Service, we recognize that neither can replace the role of our builds on these direct communication efforts and on people when it comes to meeting customer needs. our commitment to customer service through face- Norfolk Southern hosts many meetings throughout the to-face contact. An NS employee team of marketing, year with individual customers as well as with customer operations and information systems representatives groups to review service needs and our capabilities works with customers to resolve service issues. These to meet those needs. This ongoing dialogue improves customer contacts generate significant improvement resource planning and forecasting while helping to in local service, equipment supply and utilization, and sharpen and better define specific service requirements. overall customer satisfaction. Norfolk Southern’s P.A.R.T.N.E.R.S. Program Improves Customer Service The timing for OmniSource Corporation’s invitation to participate in our P.A.R.T.N.E.R.S. program last May could not have been more ideal for North America’s largest ferrous and nonferrous scrap metal recycler, which was looking to improve freight interchange among NS and other freight shippers in the Fort Wayne, Ind., area. Phil Bedwell, corporate director rail & barge transportation, OmniSource Corporation P.A.R.T.N.E.R.S. representatives met with OmniSource in Fort Wayne to understand the situation and make recommendations to meet this longtime customer’s needs. In less than two months, the NS team working with OmniSource developed a system to streamline the interchange of freight, thus enhancing the company’s “Norfolk Southern listened, communicated and stuck to the task until a solution was found.” ability to deliver scrap metal to its customers on schedule. - Phil Bedwell, OmniSource Corporation 27 27 “Even though we’ve built a lot of systems, our customers want to talk to people.” - Brad Fitzgerald, director Norfolk Southern Central Yard Operations 28 28 Norfolk Southern operates on 21,000 route miles across 22 states, the District of Columbia and parts of Canada. We serve every major port in the East, as well as numerous coal-loading facilities, power plants, chemical and agriculture facilities, paper and steel mills, and distribution facilities. Our footprint is large, which means that we have the ability to impact more than just the individual customers we serve — we have the opportunity to work with communities across the network. We cultivate relationships with the communities we serve through an employee speakers network. By creating economic development opportunities, by maintaining a strong safety record, and by incorporating environmentally friendly practices into our business, we are constantly working to better serve the communities within our reach. Service to Communities Fostering Economic Development “There are a lot of things you need to do to make sure a site is appropriate, and NS was there from the 29 29 Through public-private partnerships and industrial development, we are working to provide better service to our customers and create economic development opportunities in towns across our system. Norfolk Southern works with state and local govern- ments and economic development officials to help customers identify ideal locations for new facilities. NS also helps customers plan or design rail infrastructure to serve their facilities. Industrial development and community economic development projects from 2006 include: n A Gatorade (Pepsico) facility in Wytheville, Va.: The opening of a Gatorade facility in 2006 marks the first major rail customer to operate in Progress Park — a rail-served industrial park in Wythe County that NS helped to create. Gatorade’s facility will bring 20 new jobs to the region. NS also will serve Amcor PET Packaging, a Gatorade supplier that is locating its plant next to Gatorade’s facility, with plans to begin production in 2007. n A Prairie Packaging operation in Huntersville, N.C.: NS worked with Prairie Packaging and North Carolina to identify a rail-accessible site for Prairie Packaging’s new manufacturing facility. We then helped design and construct track leading from the main line to the facility. In June 2006, Prairie Packaging opened its new build- ing, which will create 20 new jobs over the next four years. “NS was there from the start. They took the worry off the table,” said Benjamin Schapiro, vice president strategic planning, Prairie Packaging. start. They took the worry off the table.” - Benjamin Shapiro, Vice President, Prairie Packaging Conserving Fuel, Protecting the Environment Serving our communities means continually striving to minimize our impact on the environment. In 2006, we began rolling out Locomotive Engineer Assist Display and Event Recorder® in locomotives across the Virginia Division. Early estimates are that this will reduce fuel consumption by 7 percent on an average run. Also in 2006, we equipped our first locomotives with generator-set engines. Unlike conventional locomotives powered by a single engine, locomotives with “gen-sets” are powered by multiple engines. With multiple engines, we can modulate the number of engines used at any given time, de- pending on the horsepower needed. That allows us to burn less fuel, resulting in fewer emissions and greater efficiency. NS is looking for other ways to protect the environment through its own initiatives and in partnership with the U.S. Environmental Protection Agency. For instance, we n A U.S. Fence expansion in Bulls Gap, Tenn.: When U.S. are working to reduce the idling time of locomotives, Fence decided that it needed to carry more carloads to thereby saving fuel and further lowering emissions. its facility than its tracks would permit, NS helped the company engineer an expansion of the tracks to double To further cut fuel consumption, we took steps in 2006 its inbound capacity. The expansion will enable U.S. Fence to reduce track friction by installing systems that better to increase its manufacturing load and bring more than lubricate the thousands of miles of track on which our 10 new full-time jobs to the area over the next two years. trains operate. Communities 0 Financial Overview Norfolk Southern’s 2006 results reflect another year The railway operating ratio, an industry measure of record revenues, income from railway operations of operating efficiency, improved to 72.8 percent, and net income. Net income for 2006 was $1. billion, compared with 7.2 percent in 200. or $.7 per diluted share, a $200 million, or 16 percent, improvement compared with 200. Cash provided by operating activities was $2.2 billion, an increase of $101 million, or Results in 200 included a noncash benefit of $96  percent, compared with 200. Outstanding million from the effects of Ohio tax legislation, which debt was reduced by $0 million, or  percent, increased diluted earnings per share by 2 cents. and the debt-to-total capitalization ratio was Excluding this item, net income in 2006 would have 0.7 percent, the lowest level since the been 2 percent higher than the $1.2 billion, or Conrail acquisition. $2.88 per diluted share, earned in 200. Railway operating revenues were a record $9. billion, retired 21.8 million shares of common stock at up $880 million, or 10 percent, compared with 200, a total cost of $96 million without issuing any a result of increased average revenue per unit, including new debt. Additionally, the quarterly dividend was fuel surcharges, and modestly higher traffic volume. increased twice during 2006 – from 1 cents During 2006, Norfolk Southern purchased and Railway operating expenses were $6.9 billion, up $0 in July. In addition, the board of directors in January million, or 7 percent, reflecting higher diesel fuel prices 2007 declared a dividend of 22 cents per share, an and increased compensation and benefits expense. increase of 22 percent. per share to 16 cents in January and to 18 cents Five-Year Financial Review — Norfolk Southern Corporation & Subsidiaries 1 1 Results of Operations Railway operating revenues Railway operating expenses Income from railway operations Other income — net Interest expense on debt Income from continuing operations before income taxes and accounting changes Provision for income taxes Income from continuing operations before accounting changes Discontinued operations Cumulative effect of changes in accounting principles, net of taxes Net income Per Share Data Income from continuing operations before accounting changes Basic Diluted Net income Basic Diluted Dividends Stockholders’ equity at year end Financial Position Total assets Total long-term debt, including current maturities6 Stockholders’ equity Other Capital expenditures Average number of shares outstanding (thousands) Number of stockholders at year end Average number of employees (in millions, except per share amounts) 2002 2001 2006 $ 7,12 $ 8,27 9,407 $ 200 $ 6,68 2002 $ 6,270 6,850 2,557 149 476 2,230 749 1,481 — — 6,10 2,117 7 9 1,697 16 1,281 — — ,610 1,702 76 89 1,289 79 910 — — ,0 1,06 19 97 86 17 11 10 11 ,112 1,18 66 18 706 26 60 — — $ 1,481 $ 1,281 $ 910 $  $ 60 $ 3.63 $ 3.57 $ 3.63 $ 3.57 $ 0.68 $ 24.19 $ .17 $ .11 $ .17 $ .11 $ 0.8 $ 22.6 $ 2.1 $ 2.28 $ 2.1 $ 2.28 $ 0.6 $ 19.92 $ 1.0 $ 1.0 $ 1.7 $ 1.7 $ 0.0 $ 17.8 $ $ $ $ 1.18 1.18 1.18 1.18 $ 0.26 $ 16.71 $ 26,028 $ 2,89 $ 2,78 $ 20,96 $ 19,96 $ 6,600 $ 9,615 $ 6,90 $ 9,276 $ 7,2 $ 7,977 $ 7,160 $ 6,976 $ 7,6 $ 6,00 $ 1,178 $ 1,02 $ 1,01 $ 720 $ 69 405,988 38,900 30,541 0,170 8,180 0,29 9,201 1,02 28,7 89,788 2,091 28,7 88,21 1,18 28,970 1 200 provision for income taxes includes a $96 million benefit related to the reduction of NS’ deferred income tax liabilities resulting from tax legislation enacted by Ohio. This benefit increased net income by $96 million, or 2 cents per diluted share. 2 200 other income — net includes a $0 million net gain from the Conrail corporate reorganization. This gain increased net income by $0 million, or 10 cents per diluted share.  200 operating expenses include a $107 million charge for a voluntary separation program. Other income — net includes an $8 million charge to recognize the impaired value of certain telecommunications assets. These charges reduced net income by $119 million, or 0 cents per diluted share.  NS sold all the common stock of its motor carrier subsidiary, North American Van Lines, Inc., in 1998. Results in 200 include an additional after-tax gain of $10 million, or  cents per diluted share, resulting from the resolution of tax issues related to the transaction.  200 reflects two accounting changes, the cumulative effect of which increased net income by $11 million, or 29 cents per diluted share: a change in accounting for the cost to remove railroad crossties, which increased net income by $110 million; and a change in accounting related to a special-purpose entity that leased certain locomotives to NS, which increased net income by $ million. 6 Excludes notes payable to Conrail of $716 million in 200 and $1 million in 2002. 2 2 full pg photo  Board of Directors Gerald L. Baliles, 66, of Charlottesville, Va., has been director of the Miller Center of Public Affairs at the University of Virginia since April Burton M. Joyce, 6, of South Pasadena, Fla., is chairman of IPSCO Inc., a leading steel producer. His board service began in 2006. He was a partner in the law firm of Hunton & Williams, a business law firm with offices in several major U.S. cities and international offices, November 200; his current term expires in 2007. Committees: Audit, Compensation from 1990 until his retirement on March 1, 2006. He is a former governor and attorney general of Virginia. His board service began in 1990; his current term expires in 2008. Committees: Executive, Governance and Nominating, Finance (chairman) Daniel A. Carp, 8, of Naples, Fla., formerly served as chairman and chief executive officer of Eastman Kodak Company. His board service began in January 2006; his current term expires in 2009. Committees: Audit, Compensation Gene R. Carter, 67, of Spotsylvania, Va., is executive director and chief executive officer of the Association for Supervision and Curriculum Development. His board service began in 1992; his current term expires in 2008. Committees: Executive, Audit, Compensation (chairman) Alston D. Correll, 6, of Atlanta, is chairman emeritus of Georgia-Pacific Corporation. His board service began in 2000; his current term expires in 2007. Committees: Governance and Nominating, Finance Steven F. Leer, , of St. Louis, is chairman and chief executive officer of Arch Coal, Inc., the nation’s second largest coal producer. His board service began in 1999; his current term expires in 2009. Committees: Governance and Nominating, Finance Charles W. Moorman, , of Virginia Beach, Va., is chairman, president and chief executive officer of Norfolk Southern Corporation. His board service began in 200; his current term expires in 2009. Committee: Executive (chairman) Jane Margaret O’Brien, , of St. Mary’s City, Md., is president of St. Mary’s College of Maryland. Her board service began in 199; her current term expires in 2007. Committees: Executive, Audit (chairwoman), Compensation J. Paul Reason, 6, Admiral, USN, retired, of Washington, D.C., retired as vice chairman of Metro Machine Corporation, a ship repair company, on Sept. 1, 2006. He serves as a consultant Landon Hilliard, 67, of Oyster Bay Cove, N.Y., is a partner of Brown Brothers Harriman & Co., a private bank in New York City. His board to the National Academy of Sciences and is a member of the Naval Studies Board. His board service began in 2002; his service began in 1992; his current term expires in 2007. Committees: Executive, Governance and Nominating (chairman), Finance current term expires in 2008. Committees: Audit, Finance Members of the board of directors of Norfolk Southern are (seated l-r): Charles W. Moorman, Landon Hilliard, Gerald L. Baliles, Jane Margaret O’Brien, Gene R. Carter, and (standing l-r) Daniel A. Carp, J. Paul Reason, Burton M. Joyce, Alston D. Correll and Steven F. Leer.  Officers Charles W. Moorman chairman, president and chief executive officer Joseph C. Dimino vice president and corporate counsel Robert E. Martínez vice president business development Stephen C. Tobias vice chairman and chief operating officer Cynthia C. Earhart vice president human resources Daniel M. Mazur vice president strategic planning Henry C. Wolf vice chairman and chief financial officer Terry N. Evans vice president operations planning and budget James A. Hixon executive vice president law and corporate relations Mark D. Manion executive vice president operations Kathryn B. McQuade executive vice president planning and chief information officer Robert C. Fort vice president corporate communications William A. Galanko vice president law Tim A. Heilig vice president mechanical Michael R. McClellan vice president intermodal and automotive marketing William J. Romig vice president and treasurer Marta R. Stewart vice president and controller John P. Rathbone executive vice president administration Robert E. Huffman vice president intermodal operations Donald W. Seale executive vice president and chief marketing officer Daniel D. Smith senior vice president energy and properties James A. Squires senior vice president financial planning Robert M. Kesler, Jr. vice president taxation David T. Lawson vice president industrial products H. Craig Lewis vice president corporate affairs Deborah H. Butler vice president customer service Mark R. MacMahon vice president labor relations Gerhard A. Thelen vice president operations planning and support Charles J. Wehrmeister vice president safety and environmental Thomas G. Werner vice president information technology F. Blair Wimbush vice president real estate Gary W. Woods vice president engineering James E. Carter, Jr. vice president internal audit Bruno Maestri vice president government relations Dezora M. Martin corporate secretary Norfolk Southern System Map Map Key Norfolk Southern Railway and its Railroad Operating Subsidiaries NS Trackage/Haulage Rights Description of Business Norfolk Southern Corporation is a Norfolk, Va.-based company that controls a major freight railroad, Norfolk Southern Railway Company. The railway operates approximately 21,000 route miles in 22 eastern states, the District of Columbia and Ontario, Canada, serves all major eastern ports and connects with rail partners in the West and Canada, linking customers to markets around the world. Norfolk Southern provides comprehensive logistics services and offers the most extensive intermodal network in the East. Stockholder Information Common Stock Ticker symbol: NSC Common stock of Norfolk Southern Corporation is listed and traded on the New York Stock Exchange. Publications Upon written request, the corporation’s annual and quarterly re- ports on Forms 10-K and 10-Q will be furnished free to stockholders. Write to: Corporate Communications Department, Norfolk Southern Corporation, Three Commercial Place, Norfolk, Va. 23510-9227. A notice and proxy statement for the annual meeting of stock- holders are furnished to stockholders in advance of the meeting. Upon request, a stockholder may receive a printed copy of the Corporate Governance Guidelines, board committee charters, Code of Ethics, and Code of Ethical Conduct for Senior Financial Officers. Contact the Corporate Secretary, Norfolk Southern Corporation, Three Commercial Place, Norfolk, Va. 23510-9219. This information also is available on the NS Web site. Ethics & Compliance Hotline High ethical standards always have been key to Norfolk Southern’s success. Anyone who may be aware of a violation of the corpora- tion’s ethical standards or a conflict of interest, or has a concern or complaint regarding the corporation’s financial reporting, accounting, internal controls or auditing matters is encouraged to report such information to the Ethics & Compliance Hotline, 800.732.9279. Reports may be made anonymously and without fear of retaliation. Dividends At its January 2007 meeting, the corporation’s board of directors declared a quarterly dividend of 22 cents per share on its common stock, payable on March 10, 2007, to stockholders of record on Feb. 2, 2007. Norfolk Southern Corporation pays quarterly dividends on its common stock, usually on or about March 10, June 11, Sept. 10 and Dec. 10. The corporation has paid 98 consecutive quarterly dividends since its inception in 1982. Annual Meeting May 10, 2007, at 10 a.m. EDT Williamsburg Lodge Conference Center 310 South England St. Williamsburg, Va. 23185 Account Assistance For assistance with lost stock certificates, transfer requirements and the Dividend Reinvestment Plan, contact: Registrar and Transfer Agent The Bank of New York 101 Barclay St.—11E New York, N.Y. 10286 866.272.9472 For assistance with address changes, dividend checks and direct deposit of dividends, contact: Assistant Corporate Secretary Stockholder Records Norfolk Southern Corporation Three Commercial Place Norfolk, Va. 23510-9219 800.531.6757 Dividend Reinvestment Plan Stockholders whose names appear on their stock certificates (not a street or broker name) are eligible to participate in the Dividend Reinvestment Plan. The plan provides a convenient, economical and systematic method of acquiring additional shares of the corporation’s common stock by permitting eligible stockholders of record to reinvest dividends.The plan’s administrator is The Bank of New York. For additional information, dial 866.272.9472. Financial Inquiries Henry C. Wolf Vice Chairman and Chief Financial Officer Norfolk Southern Corp. Three Commercial Place Norfolk, Va. 23510-9215 757.629.2650 Investor Inquiries Leanne D. Marilley Director Investor Relations Norfolk Southern Corp. Three Commercial Place Norfolk, Va. 23510-9215 757.629.2861 Corporate Offices Executive Offices Norfolk Southern Corp. Three Commercial Place Norfolk, Va. 23510-9227 757.629.2600 Regional Offices 1200 Peachtree St. N.E. Atlanta, Ga. 30309 110 Franklin Road S.E. Roanoke, Va. 24042 Annual Report Requests & Information 800.531.6757 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DEC. 31, 2006 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number 1-8339 NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation) Three Commercial Place Norfolk, Virginia (Address of principal executive offices) Registrant's telephone number, including area code 52-1188014 (IRS Employer Identification No.) 23510-2191 Zip Code (757) 629-2680 No Change (Former name, former address and former fiscal year, if changed since last report.) Securities registered pursuant to Section 12(b) of the Act: Title of each Class Norfolk Southern Corporation Common Stock (Par Value $1.00) Name of each exchange on which registered New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (X) No ( ) Indicate by checkmark if the registrant is not required to file such reports pursuant to Section 13 or 15(d) of the Act. Yes ( ) No (X) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or Section 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. Yes (X) No ( ) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( ) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer (X) Accelerated filer ( ) Non-accelerated filer ( ) Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ( ) No (X) The aggregate market value of the voting common equity held by nonaffiliates as of June 30, 2006 was $22,023,555,376 (based on the closing price as quoted on the New York Stock Exchange on that date). The number of shares outstanding of each of the registrant's classes of common stock, as of Jan. 31, 2007: 396,986,263(excluding 20,760,284 shares held by the registrant's consolidated subsidiaries). DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Registrant's definitive proxy statement to be filed electronically pursuant to Regulation 14A not later than 120 days after the end of the fiscal year, are incorporated by reference in Part III. TABLE OF CONTENTS NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES (NS) Part I. Items 1 and 2. Business and Properties Item 1A. Item 1B. Item 3. Item 4. Risk Factors Unresolved Staff Comments Legal Proceedings Submission of Matters to a Vote of Security Holders Executive Officers of the Registrant Part II. Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Part III. Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services Part IV. Item 15. Exhibits and Financial Statement Schedules Power of Attorney Signatures K2 Page K3 K11 K14 K14 K14 K15 K17 K18 K20 K38 K39 K78 K78 K78 K79 K79 K79 K82 K82 K83 K91 K91 PART I NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES (NS) Item 1. Business. and Item 2. Properties. GENERAL - Norfolk Southern Corporation (Norfolk Southern) is a Norfolk, Virginia based company that controls a major freight railroad, Norfolk Southern Railway Company. Norfolk Southern Railway Company is primarily engaged in the rail transportation of raw materials, intermediate products and finished goods primarily in the Southeast, East and Midwest and, via interchange with rail carriers, to and from the rest of the United States and parts of Canada. Norfolk Southern also transports overseas freight through several Atlantic and Gulf Coast ports. Norfolk Southern provides comprehensive logistics services and offers the most extensive intermodal network in the eastern half of the United States. The common stock of Norfolk Southern is listed on the New York Stock Exchange (NYSE) under the symbol “NSC.” Norfolk Southern was incorporated on July 23, 1980, under the laws of the Commonwealth of Virginia. On June l, 1982, Norfolk Southern acquired control of two major operating railroads, Norfolk and Western Railway Company (NW) and Southern Railway Company (Southern) in accordance with an Agreement of Merger and Reorganization dated as of July 31, 1980, and with the approval of the transaction by the Interstate Commerce Commission (now the Surface Transportation Board [STB]). Effective Dec. 31, 1990, Norfolk Southern transferred all the common stock of NW to Southern, and Southern's name was changed to Norfolk Southern Railway Company (Norfolk Southern Railway or NSR). Effective Sept. 1, 1998, NW was merged with and into Norfolk Southern Railway. As of Dec. 31, 2006, all the common stock of Norfolk Southern Railway was owned directly by Norfolk Southern. Through a limited liability company, Norfolk Southern and CSX Corporation (CSX) jointly own Conrail Inc. (Conrail), whose primary subsidiary is Consolidated Rail Corporation (CRC). Norfolk Southern has a 58% economic and 50% voting interest in the jointly owned entity, and CSX has the remainder of the economic and voting interests. CRC owns and operates certain properties (the Shared Assets Areas) for the joint and exclusive benefit of NSR and CSX Transportation Inc. (CSXT). On June 1, 1999, NSR and CSXT began operating separate portions of Conrail’s rail routes and assets. On August 27, 2004, NS, CSX and Conrail completed a corporate reorganization of Conrail (Conrail Corporate Reorganization), which established direct ownership and control by NSR and CSXT of two former CRC subsidiaries, Pennsylvania Lines LLC and New York Central Lines LLC, respectively (see Note 4 to the Consolidated Financial Statements). Norfolk Southern makes available free of charge through its website, www.nscorp.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (SEC). In addition, the following documents are available on the company’s website and in print to any shareholder who requests them: • • • • • Corporate Governance Guidelines Charters of the Committees of the Board of Directors Code of Ethics for employees Code of Ethical Conduct for Senior Financial Officers Categorical Independence Standards for Directors Unless otherwise indicated, Norfolk Southern and its subsidiaries are referred to collectively as NS. K3 RAILROAD OPERATIONS – As of Dec. 31, 2006, NS’ railroads operated approximately 21,000 miles of road in 22 eastern states, the District of Columbia and Ontario, Canada. The system’s lines reach many individual industries, electric generating facilities, mines (in western Virginia, eastern Kentucky, southern and northern West Virginia and western Pennsylvania), distribution centers, transload facilities and other businesses located in smaller communities in its service area. Corridors with heaviest freight volume: New York City area to Chicago (via Allentown and Pittsburgh) Chicago to Macon (via Cincinnati, Chattanooga and Atlanta) Appalachian coal fields of Virginia, West Virginia and Kentucky to Norfolk and Sandusky, OH Cleveland to Kansas City Birmingham to Meridian Memphis to Chattanooga K4 The miles operated, which includes leased lines between Cincinnati, Ohio, and Chattanooga, Tennessee, and trackage rights over property owned by North Carolina Railway Company, were as follows: Mileage Operated as of Dec. 31, 2006 Miles of Road Second and Other Main Track Passing Track, Crossovers and Turnouts Way and Yard Switching Total Owned Operated under lease, contract or trackage rights Total 16,194 4,947 21,141 2,808 1,978 4,786 2,084 417 2,501 8,569 29,655 969 9,538 8,311 37,966 Triple Crown Operations – Triple Crown Services Company (TCSC), NS’ subsidiary, offers door-to-door intermodal service using RoadRailer® equipment and domestic containers. RoadRailer® units are enclosed vans that can be pulled over highways in tractor-trailer configuration and over the rails by locomotives. TCSC provides intermodal service in major traffic corridors, including those between the Midwest and the Northeast, the Midwest and the Southeast, and the Midwest and Texas. The following table sets forth certain statistics relating to NS railroads' operations for the past 5 years: Rail Operating Statistics Revenue ton miles (billions) Freight train miles traveled (millions) Revenue per ton mile Revenue ton miles per man-hour worked Percentage ratio of railway operating expenses to railway operating revenues 2006 204 84.2 $0.0462 Years Ended Dec. 31, 2004 2003 2005 2002 203 81.2 $0.0421 198 77.7 $0.0369 183 73.9 $0.0353 179 72.6 $0.0350 3,196 3,146 3,347 3,111 3,067 72.8% 75.2% 76.7% 83.5%1 81.5% 1Includes $107 million of costs for a voluntary separation program, which added 1.6 percentage points to the ratio. RAILWAY OPERATING REVENUES -- NS' total railway operating revenues were $9.4 billion in 2006. See the financial information by traffic segment in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” COAL TRAFFIC -- Coal, coke and iron ore -- most of which is bituminous coal -- is NS' railroads' largest commodity group as measured by revenues. The railroads handled a total of 190.6 million tons in 2006, most of which originated on NS' lines in West Virginia, Virginia, Pennsylvania and Kentucky. Revenues from coal, coke and iron ore accounted for about 25% of NS' total railway operating revenues in 2006. Total coal handled through all system ports in 2006 was 33.8 million tons. Of this total, 10.8 million tons (including coastwise traffic) moved through Norfolk, Virginia, 2.4 million tons moved through the Baltimore Terminal, 13.0 million tons moved to various docks on the Ohio River, and 7.6 million tons moved to various K5 Lake Erie ports. Other than coal for export, virtually all coal handled by NS' railroads was terminated in states east of the Mississippi River. See the discussion of coal traffic, by type of coal, in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations.” GENERAL MERCHANDISE TRAFFIC - General merchandise traffic is composed of five major commodity groupings: automotive; chemicals; metals and construction; agriculture, consumer products and government; and paper, clay and forest products. The automotive group includes finished vehicles for BMW, DaimlerChrysler, Ford Motor Company, General Motors, Honda, Isuzu, Jaguar, Land Rover, Mazda, Mercedes-Benz, Mitsubishi, Nissan, Saab, Subaru, Suzuki, Toyota and Volkswagen, and auto parts for Ford Motor Company, General Motors, Mercedes-Benz and Toyota. The chemicals group includes sulfur and related chemicals, petroleum products, chlorine and bleaching compounds, plastics, rubber, industrial chemicals, chemical wastes and municipal wastes. The metals and construction group includes steel, aluminum products, machinery, scrap metals, cement, aggregates, bricks and minerals. The agriculture, consumer products and government group includes soybeans, wheat, corn, fertilizer, animal and poultry feed, food oils, flour, beverages, canned goods, sweeteners, consumer products, ethanol and items for the military. The paper, clay and forest products group includes lumber and wood products, pulp board and paper products, wood fibers, wood pulp, scrap paper and clay. In 2006, 147 million tons of general merchandise freight, or approximately 66% of total general merchandise tonnage handled by NS, originated online. The balance of general merchandise traffic was received from connecting carriers at interterritorial gateways. The principal interchange points for NS-received traffic included Chicago, Memphis, New Orleans, Cincinnati, Kansas City, Detroit, Hagerstown, St. Louis/East St. Louis and Louisville. General merchandise carloads handled in 2006 were 2.9 million, the revenue from which accounted for 54% of NS’ total railway operating revenues in 2006. See the discussion of general merchandise rail traffic by commodity group in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations.” INTERMODAL TRAFFIC - The intermodal market consists of shipments moving in trailers, domestic and international containers, and Roadrailer® equipment. These shipments are handled on behalf of intermodal marketing companies, international steamship lines, truckers and other shippers. Intermodal units handled in 2006 were 3.3 million, the revenues from which accounted for 21% of NS’ total railway operating revenues for the year. See the discussion of intermodal traffic in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations.” FREIGHT RATES - In 2006, NS' railroads continued their reliance on private contracts and exempt price quotes as their predominant pricing mechanisms. Thus, a major portion of NS' railroads' freight business is not currently economically regulated by the government. In general, market forces have been substituted for government regulation and now are the primary determinant of rail service prices. In 2006, NS' railroads were found by the STB to be “revenue adequate” based on results for the year 2005. A railroad is “revenue adequate” under the applicable law when its return on net investment exceeds the rail industry's composite cost of capital. This determination is made pursuant to a statutory requirement. K6 PASSENGER OPERATIONS • • • • • Regularly scheduled passenger trains are operated by Amtrak on NS' lines between the following locations: - Alexandria and New Orleans - Greensboro and Selma, North Carolina - Chicago, Illinois, and Detroit, Michigan - Chicago and Harrisburg, Pennsylvania Commuter trains are operated on the NS line between Manassas and Alexandria in accordance with contracts with two transportation commissions of the Commonwealth of Virginia NS leases the Chicago to Manhattan, Illinois, line to the Commuter Rail Division of the Regional Transportation Authority of Northeast Illinois NS provides freight service over lines with significant ongoing Amtrak and commuter passenger operations, and is conducting freight operations over some trackage owned by: - Amtrak - New Jersey Transit - Southeastern Pennsylvania Transportation Authority - Metro-North Commuter Railroad Company - Maryland DOT Passenger operations are conducted either by Amtrak or by the commuter agencies over trackage owned by Conrail in the Shared Assets Areas. NONCARRIER OPERATIONS - NS' noncarrier subsidiaries engage principally in the acquisition, leasing and management of coal, oil, gas and minerals; the development of commercial real estate; telecommunications; and the leasing or sale of rail property and equipment. In 2006, no such noncarrier subsidiary or industry segment grouping of noncarrier subsidiaries met the requirements for a reportable business segment set forth in Statement of Financial Accounting Standards No. 131. RAILWAY PROPERTY The NS railroad system extends across 22 states, the District of Columbia and portions of Canada. The railroad infrastructure makes the company capital intensive with total property of approximately $21 billion. Capital Expenditures - Capital expenditures for road, equipment and other property for the past five years were as follows (including capitalized leases): 2006 2005 2004 2003 2002 Capital Expenditures ($ in millions) Road Equipment Total $ $ 756 $ 422 1,178 $ 741 $ 284 1,025 $ 612 $ 429 1,041 $ 502 $ 218 720 $ 521 174 695 Capital spending and maintenance programs are and have been designed to assure the ability to provide safe, efficient and reliable transportation services. For 2007, NS has budgeted $1.34 billion of capital spending. On May 1, 2006, NS and Kansas City Southern (KCS) formed a joint venture (MSLLC) pursuant to which NS intends to contribute $300 million in cash, substantially all of which will be used for capital improvements over a period of approximately three years, in exchange for a 30% interest in the joint venture. See the discussion following “Cash used for investing activities,” in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations.” K7 Equipment - As of Dec. 31, 2006, NS owned or leased the following units of equipment: Owned* Number of Units Leased** Total Capacity of Equipment Locomotives: Multiple purpose Switching Auxiliary units Total locomotives Freight cars: Hopper Box Covered hopper Gondola Flat Caboose Other Total freight cars Other: Work equipment Vehicles Highway trailers and containers RoadRailer® Miscellaneous Total other 3,505 207 74 3,786 18,839 17,555 9,042 29,806 2,708 191 4,028 82,169 5,337 3,547 184 6,828 1,356 17,252 132 -- -- 132 808 2,346 3,019 8,283 1,336 -- 20 15,812 3 -- 11,496 192 18,686 30,377 (Horsepower) 3,637 207 74 3,918 12,563,600 303,700 -- 12,867,300 (Tons) 2,086,249 1,590,557 1,317,822 4,093,356 316,712 -- 303,650 9,708,346 19,647 19,901 12,061 38,089 4,044 191 4,048 97,981 5,340 3,547 11,680 7,020 20,042 47,629 * Includes equipment leased to outside parties and equipment subject to equipment trusts, conditional sale agreements and capitalized leases. ** Includes 6,437 freight cars leased from CRC. The following table indicates the number and year built for locomotives and freight cars owned at Dec. 31, 2006. 2006 2005 2004 2003 2002 1995- 2001 1990- 1994 1989 & Before Year Built 143 4% 89 2% 207 5% 100 3% --* --% 1,073 28% 395 11% 1,779 47% Total 3,786 100% 404 1% 89 --% -- --% -- --% -- --% 6,536 8% 5,065 6% 70,075 85% 82,169 100% Locomotives: No. of units % of fleet Freight cars: No. of units % of fleet *Fifty of the locomotives built in 2001 were purchased in 2002. K8 The following table shows the average age of NS’ locomotive and freight car fleets at Dec. 31, 2006, and the number of retirements in 2006: Average age – in service Retirements Average age – retired Locomotives Freight Cars 17.7 years 2 units 35.0 years 30.0 years 2,520 units 38.7 years Between 1988 and 2000, about 29,000 coal cars were rebodied. As a result, the remaining serviceability of the freight car fleet is greater than may be inferred from the high percentage of freight cars built in earlier years. Annual Average Bad Order Ratio 2006 2005 2004 2003 2002 Freight cars Locomotives 6.4% 5.7% 6.3% 6.2% 7.4% 6.3% 7.4% 6.2% 8.1% 6.3% Ongoing freight car and locomotive maintenance programs are intended to ensure the highest standards of safety, reliability, customer satisfaction and equipment marketability. The declines in 2006, 2005 and 2003 reflected an increase in maintenance activity as well as the retirement of unserviceable units. The locomotive bad order ratio includes units out of service for required inspections every 92 days and program work such as overhauls. Encumbrances - Certain railroad equipment is subject to the prior lien of equipment financing obligations amounting to approximately $534 million as of Dec. 31, 2006, and $650 million as of Dec. 31, 2005. Track Maintenance - Of the approximately 38,000 total miles of track operated, NS had responsibility for maintaining about 30,000 miles of track with the remainder being operated under trackage rights. Over 75% of the main line trackage (including first, second, third and branch main tracks, all excluding trackage rights) has rail ranging from 131 to 155 pounds per yard with the standard installation currently at 136 pounds per yard. Approximately 45% of NS lines carried 20 million or more gross tons per track mile during 2006. The following table summarizes several measurements regarding NS' track roadway additions and replacements during the past five years: 2006 2005 2004 2003 2002 Track miles of rail installed Miles of track surfaced New crossties installed (millions) 327 4,871 2.7 302 4,663 2.5 246 5,055 2.5 233 5,105 2.8 235 5,270 2.8 Microwave System - The NS microwave system, consisting of approximately 7,400 radio route miles, 424 core stations, 14 secondary stations and 5 passive repeater stations, provides communications between most operating locations. The microwave system is used primarily for voice communications, VHF radio control circuits, data and facsimile transmissions, traffic control operations and AEI data transmissions. Traffic Control - Of the approximately 16,200 route miles owned by NS, about 11,000 miles are signalized, including 8,000 miles of centralized traffic control (CTC) and 3,000 miles of automatic block signals. Of the 8,000 miles of CTC, approximately 3,000 miles are controlled by data radio originating at 244 base station radio sites. K9 Computers - A computer network consisting of a centralized data center in Atlanta, Georgia, and various distributed computers throughout the company connects the yards, terminals, transportation offices, rolling stock repair points, sales offices and other key system locations. Operating and traffic data are processed and stored to provide customers with information on their shipments throughout the system. Computer systems provide current information on the location of every train and each car on line, as well as related waybill and other train and car movement data. In addition, the computer systems are utilized to assist management in the performance of a variety of functions and services including payroll, car and revenue accounting, billing, material management activities and controls, and special studies. ENVIRONMENTAL MATTERS - Compliance with federal, state and local laws and regulations relating to the protection of the environment is a principal NS goal. To date, such compliance has not affected materially NS' capital additions, earnings, liquidity or competitive position. See “Legal Proceedings,” Part I, Item 3; “Personal Injury, Environmental and Legal Liabilities” in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations;” and Note 17 to the Consolidated Financial Statements. EMPLOYEES – The following table shows the average number of employees and the average cost per employee for wages and benefits: 2006 2005 2004 2003 2002 Average number of employees 30,541 30,294 28,475 28,753 28,970 Average wage cost per employee $62,000 $61,000 $59,000 $58,000 $54,000 Average benefit cost per employee $32,000 $29,000 $28,000 $28,000 $24,000 Approximately 85% of NS' railroad employees are covered by collective bargaining agreements with various labor unions. See the discussion of “Labor Agreements” in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations.” GOVERNMENT REGULATION - In addition to environmental, safety, securities and other regulations generally applicable to all businesses, NS' railroads are subject to regulation by the STB. The STB has jurisdiction over some rates, routes, conditions of service and the extension or abandonment of rail lines. The STB also has jurisdiction over the consolidation, merger or acquisition of control of and by rail common carriers. The Federal Railroad Administration regulates certain track and mechanical equipment standards. The relaxation of economic regulation of railroads, begun over two decades ago under the Staggers Rail Act of 1980, has continued. Significant exemptions are TOFC/COFC (i.e., “piggyback”) business, rail boxcar traffic, lumber, manufactured steel, automobiles and certain bulk commodities such as sand, gravel, pulpwood and wood chips for paper manufacturing. Transportation contracts on regulated shipments effectively remove those shipments from regulation as well for the duration of the contract. About 84% of NS' freight revenues come from either exempt traffic or traffic moving under transportation contracts. Efforts may be made in 2007 to re-subject the rail industry to unwarranted federal economic regulation. The Staggers Rail Act of 1980, which substantially reduced such regulation, encouraged and enabled rail carriers to innovate and to compete for business, thereby contributing to the economic health of the nation and to the revitalization of the industry. Accordingly, NS will oppose efforts to reimpose unwarranted economic regulation. COMPETITION - There is continuing strong competition among rail, water and highway carriers. Price is usually only one factor of importance as shippers and receivers choose a transport mode and specific hauling company. Inventory carrying costs, service reliability, ease of handling and the desire to avoid loss and damage K10 during transit are also important considerations, especially for higher-valued finished goods, machinery and consumer products. Even for raw materials, semifinished goods and work-in-process, users are increasingly sensitive to transport arrangements that minimize problems at successive production stages. NS' primary rail competitor is the CSX system; both operate throughout much of the same territory. Other railroads also operate in parts of the territory. NS also competes with motor carriers, water carriers and with shippers who have the additional option of handling their own goods in private carriage. Certain marketing strategies among railroads and between railroads and motor carriers enable carriers to compete more effectively in specific markets. Item 1A. Risk Factors. NS is subject to significant governmental regulation and legislation over commercial, environmental and operating matters. Railroads are subject to commercial regulation by the Surface Transportation Board, which has jurisdiction over some rates, routes, fuel surcharges, conditions of service and the extension or abandonment of rail lines. The STB also has jurisdiction over the consolidation, merger or acquisition of control of and by rail common carriers. Occasional efforts are made to re-subject the rail industry to unwarranted federal economic regulation. In addition, Congress could enact re-regulation legislation. Economic re-regulation of the rail industry could have a significant negative impact on NS’ ability to determine prices for rail services, reduce capital spending on its rail network, and result in a material adverse effect on NS’ financial position, results of operations or liquidity in a particular year or quarter. NS’ operations are subject to extensive federal, state, and local environmental laws and regulations concerning, among other things, emissions to the air; discharges to water ways or ground water supplies; handling, storage, transportation, and disposal of waste and other materials; and the cleanup of hazardous material or petroleum releases. The risk of incurring environmental liability – for acts and omissions, past, present and future – is inherent in the railroad business. Several of NS’ subsidiaries own, or have owned, land used as operating property or held for sale, or which is leased or may have been leased and operated by others. Environmental problems that are latent or undisclosed may exist on these properties, and NS could incur environmental liabilities or costs, the amount and materiality of which cannot be estimated reliably at this time, with respect to one or more of these properties. Moreover, lawsuits and claims involving other unidentified environmental sites and matters are likely to arise from time to time, and the resulting liabilities could have a significant effect on financial position, results of operations or liquidity in a particular year or quarter. The Federal Railroad Administration regulates a host of operations matters including track and mechanical equipment standards; signaling systems; testing and inspection of grade crossing warning devices, hours of service of operating employees; drug and alcohol testing; locomotive engineer certification; and reporting of employee injuries, among other areas. NS’ unintentional failure to comply with applicable laws and regulations could have a material adverse effect on NS, and changes in the legislative or regulatory frameworks within which NS operates could adversely affect its business. NS, as a common carrier by rail, must offer to transport hazardous materials, regardless of risk. Transportation of certain hazardous materials could create catastrophic losses in terms of personal injury and property damage costs, and compromise critical parts of our rail network. Legislation introduced in Congress in early 2005 would give federal regulators increased authority to conduct investigations and levy substantial fines and penalties in connection with railroad accidents. Federal regulators also would be required to prescribe new regulations governing railroads’ transportation of hazardous materials. Legislation proposed in 2006 would require the Department of Homeland Security (DHS) to develop rail security plans and the railroads to submit vulnerability assessments, security plans and employee training programs to DHS for approval. If enacted, such legislation and regulations could impose significant additional costs on railroads. Regulations proposed in late 2006 by DHS mandating chain of custody and security measures likely will cause service degradation and higher K11 costs for the transportation of toxic inhalation hazard materials. Further, certain local governments have sought to enact ordinances banning hazardous materials moving by rail within their borders. Some legislators have contemplated pre-notification requirements for hazardous materials shipments. If promulgated such ordinances could require the re-routing of hazardous materials shipments, with the potential for significant additional costs and network inefficiencies. NS may be affected by terrorism or war. Any terrorist attack, or other similar event, any government response thereto, and war or risk of war could cause significant business interruption and may adversely affect NS’ results of operations, financial position, and liquidity. Because NS plays a critical role in the nation’s transportation system, it could become the target of such an attack or have a significant role in the government’s preemptive approach or response to an attack or war. Although NS currently maintains insurance coverage for third-party liability arising out of war and acts of terrorism, it maintains only limited insurance coverage for first-party property damage and damage to property in NS’ care, custody or control caused by certain acts of terrorism. In addition, premiums for some or all of NS’ current insurance programs covering these losses could increase dramatically, or insurance coverage for certain losses may not be available to NS in the future. NS may be affected by general economic conditions. Prolonged negative changes in domestic and global economic conditions affecting the producers and consumers of the commodities NS carries may have an adverse effect on its operating results, financial position, and liquidity. Economic conditions resulting in bankruptcies of one or more large customers could have a significant impact on NS’ financial position, results of operations or liquidity in a particular year or quarter. NS faces competition from other transportation providers. NS is subject to competition from motor carriers, railroads, and to a lesser extent, ships, barges, and pipelines, on the basis of transit time, pricing, and the quality and reliability of service. While NS has used primarily internal resources to build or acquire and maintain its rail system, trucks and barges have been able to use public rights-of-way maintained by public entities. Any future improvements or expenditures materially increasing the quality or reducing the cost of alternative modes of transportation in the regions in which NS operates, or legislation granting materially greater latitude for motor carriers with respect to size or weight limitations, could have a material adverse effect on its financial position, results of operations or liquidity in a particular year or quarter. The operations of carriers with which NS interchanges may adversely affect its operations. NS’ ability to provide rail service to customers in the U.S. and Canada depends in large part upon its ability to maintain cooperative relationships with connecting carriers with respect to, among other matters, freight rates, revenue divisions, car supply, reciprocal switching, interchange, trackage rights and locomotive availability. Deterioration in the operations of, or service provided by connecting carriers, or in our relationship with those connecting carriers, could result in NS’ inability to meet its customers’ demands or require NS to use alternate train routes, which could result in significant additional costs and network inefficiencies. NS relies on technology and technology improvements in its business operations. If NS experiences significant disruption or failure of one or more of its information technology systems, including computer hardware, software, and communications equipment, NS could experience a service interruption, security breach, or other operational difficulties, which could have a material adverse impact on its results of operations, financial condition, and liquidity. Additionally, if NS does not have sufficient capital to acquire new technology or if it is unable to implement new technology, NS may suffer a competitive disadvantage within the rail industry and with companies providing other modes of transportation service, which could have a material adverse effect on its financial position, results of operations or liquidity in a particular year or quarter. The vast majority of NS employees belong to labor unions, and labor agreements, strikes, or work stoppages could adversely affect its operations. Approximately 26,000, or about 85%, of NS railroad K12 employees are covered by collective bargaining agreements with various labor unions. If unionized workers were to engage in a strike, work stoppage, or other slowdown, NS could experience a significant disruption of its operations. Additionally, future national labor agreements, or renegotiation of labor agreements or provisions of labor agreements, could significantly increase NS’ costs for healthcare, wages, and other benefits. Any of these factors could have a material adverse impact on NS’ financial position, results of operations or liquidity in a particular year or quarter. NS may be subject to various claims and lawsuits that could result in significant expenditures. The nature of NS’ business exposes it to the potential for various claims and litigation related to labor and employment, personal injury, freight loss and other property damage, and other matters. Job-related personal injury and occupational claims are subject to the Federal Employers’ Liability Act (FELA), which is applicable only to railroads. FELA’s fault-based tort system produces results that are unpredictable and inconsistent as compared with a no-fault worker’s compensation system. The variability inherent in this system could result in actual costs being very different from the liability recorded. Any material changes to current litigation trends or a catastrophic rail accident involving any or all of freight loss or property damage, personal injury, and environmental liability could have a material adverse effect on NS’ operating results, financial condition, and liquidity to the extent not covered by insurance. NS has obtained insurance for potential losses for third-party liability and first-party property damages. Specified levels of risk are retained on a self-insurance basis (currently up to $25 million per occurrence for bodily injury and property damage to third parties and $25 million per occurrence for property owned by NS or in its care, custody or control). Insurance is available from a limited number of insurers and may not continue to be available or, if available, may not be obtainable on terms acceptable to NS. Severe weather could result in significant business interruptions and expenditures. Severe weather conditions and other natural phenomena, including hurricanes and floods, may cause significant business interruptions and result in increased costs, increased liabilities, and decreased revenues, which could have an adverse effect on NS’ financial position, results of operations or liquidity in a particular year or quarter. Unpredictability of demand for rail services resulting in the unavailability of qualified personnel could adversely affect NS’ operational efficiency and ability to meet demand. Workforce demographics, training requirements, and the availability of qualified personnel, particularly engineers and trainmen, could each have a negative impact on NS’ ability to meet demand for rail service. Unpredictable increases in demand for rail services may exacerbate such risks, which could have a negative impact on NS’ operational efficiency and otherwise have a material adverse effect on its financial position, results of operations or liquidity in a particular year or quarter. NS may be affected by supply constraints resulting from disruptions in the fuel markets or the nature of some of its supplier markets. NS consumes over 500 million gallons of diesel fuel each year. Fuel availability could be affected by any limitation in the fuel supply or by any imposition of mandatory allocation or rationing regulations. If a severe fuel supply shortage arose from production curtailments, disruption of oil imports, disruption of domestic refinery production, damage to refinery or pipeline infrastructure, political unrest, war or otherwise, NS’ financial position, results of operations or liquidity in a particular year or quarter could be affected. Also, such an event would impact NS as well as its customers and other transportation companies. Due to the capital intensive nature and industry-specific requirements of the rail industry, there are high barriers of entry for potential new suppliers of core railroad items, such as locomotives and rolling stock equipment. Additionally, NS competes with other industries for available capacity and raw materials used in the production of certain track materials, such as rail and ties. Changes in the competitive landscapes of these limited-supplier markets could result in increased prices or material shortages that could materially affect NS’ financial position, results of operations or liquidity in a particular year or quarter. K13 Item 1B. Unresolved Staff Comments. NS has no unresolved SEC staff comments. Item 3. Legal Proceedings. On Oct. 19, 2006, the Pennsylvania Department of Environmental Protection (PDEP) issued an assessment of civil penalties against NS and filed a complaint for civil penalties with the Pennsylvania Environmental Hearing Board (EHB) requesting that the EHB impose civil penalties upon NS for alleged violations of state environmental laws and regulations resulting from a discharge of sodium hydroxide which occurred as a result of the derailment of a NS train in Norwich Township, Pennsylvania, on June 30, 2006. The PDEP’s actions seek to impose combined penalties of $8,890,000 for alleged past violations and $46,420 per day for alleged ongoing violations of state environmental laws and regulations. NS believes that the monetary penalties sought by the PDEP are excessive. Accordingly, NS intends to vigorously defend the action and has appealed the fines to the EHB. In addition, NS expects the Pennsylvania Fish and Boat Commission to impose a monetary penalty on NS for damages alleged to have been caused by this accident. NS does not believe that the outcome of these proceedings will have a material effect on its financial position, results of operations, or liquidity. Item 4. Submission of Matters to a Vote of Security Holders. There were no matters submitted to a vote of security holders during the fourth quarter of 2006. K14 Executive Officers of the Registrant. Norfolk Southern's executive officers generally are elected and designated annually by the Board of Directors at its first meeting held after the annual meeting of stockholders, and they hold office until their successors are elected. Executive officers also may be elected and designated throughout the year as the Board of Directors considers appropriate. There are no family relationships among the officers, nor any arrangement or understanding between any officer and any other person pursuant to which the officer was selected. The following table sets forth certain information, as of January 31, 2007, relating to the executive officers. Name, Age, Present Position Business Experience During Past Five Years Charles W. Moorman, 54, Chairman, President and Chief Executive Officer Stephen C. Tobias, 62, Vice Chairman and Chief Operating Officer Henry C. Wolf, 64, Vice Chairman and Chief Financial Officer James A. Hixon, 53, Executive Vice President – Law and Corporate Relations Mark D. Manion, 54, Executive Vice President – Operations Present position since February 1, 2006. Served as President and Chief Executive Officer from November 1, 2005 to February 1, 2006; as President from October 1, 2004 to November 1, 2005; as Senior Vice President – Corporate Planning and Services from December 1, 2003 to October 1, 2004; Senior Vice President – Corporate Services from February 1, 2003 to December 1, 2003; also served as President – Thoroughbred Technology and Telecommunications, Inc. since October 1999 and prior thereto was Vice President – Information Technology. Present position since August 1998. Present position since August 1998. Present position since October 1, 2005. Served as Executive Vice President – Finance and Public Affairs From October 1, 2004, to October 1, 2005; Senior Vice President – Legal and Government Affairs from December 1, 2003 to October 1, 2004; Senior Vice President – Administration from February 1, 2001 to December 1, 2003; and prior thereto was Senior Vice President – Employee Relations. Present position since October 1, 2004. Served as Senior Vice President – Transportation Operations from December 1, 2003 to October 1, 2004; Vice President – Transportation Services and Mechanical from February 1, 2001 to December 1, 2003; and prior thereto was Vice President – Mechanical. Kathryn B. McQuade, 50, Executive Vice President – Planning and Chief Information Officer Present position since October 1, 2004. Served as Senior Vice President – Finance from December 1, 2003 to October 1, 2004; and prior thereto was Senior Vice President – Financial Planning. K15 John P. Rathbone, 54, Executive Vice President – Administration Donald W. Seale, 54, Executive Vice President and Chief Marketing Officer Daniel D. Smith, 54, Senior Vice President – Energy and Properties James A. Squires, 45, Senior Vice President – Financial Planning Present position since October 1, 2004. Served as Senior Vice President – Administration from December 1, 2003 to October 1, 2004; Senior Vice President and Controller from April 2000 to December 1, 2003 and prior thereto was Vice President and Controller. Present position since April 1, 2006. Served as Executive Vice President – Sales and Marketing from October 1, 2004 to April 1, 2006; as Senior Vice President - Marketing Services from December 1, 2003 to October 1, 2004; and prior thereto was Senior Vice President – Merchandise Marketing. Present position since December 1, 2003. Served as President- NS Development from February 1, 2001 to December 1, 2003. Present position since April 1, 2006. Served as Senior Vice President – Law from October 1, 2004 to April 1, 2006; as Vice President – Law from December 1, 2003 to October 1, 2004; Senior General Counsel from February 1, 2002 to December 1, 2003; and prior thereto was General Counsel. Marta R. Stewart, 49, Vice President and Controller Present position since December 1, 2003. Prior thereto was Assistant Vice President Corporate Accounting. K16 PART II NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES (NS) Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES STOCK PRICE AND DIVIDEND INFORMATION The Common Stock of Norfolk Southern Corporation, owned by 38,900 stockholders of record as of Dec. 31, 2006, is traded on the New York Stock Exchange with the symbol NSC. The following table shows the high and low sales prices as reported by Bloomberg L.P. on its internet-based service and dividends per share, by quarter, for 2006 and 2005. 2006 Market price High Low Dividends per share 2005 Market price High Low Dividends per share 1st 2nd Quarter 3rd 4th $ $ $ $ 54.93 $ 41.22 0.16 $ 57.71 $ 46.17 0.16 $ 54.00 $ 39.10 0.18 $ 55.07 42.80 0.18 1st 2nd 3rd 4th 38.99 $ 33.21 0.11 $ 37.78 $ 29.60 0.11 $ 40.93 $ 30.70 0.13 $ 45.81 38.01 0.13 ISSUER PURCHASES OF EQUITY SECURITIES (a) Total Number of Shares (or Units) Purchased (b) Average Price Paid per Share (or Unit) Period Oct. 1-31, 2006 985,889 Nov. 1-30, 2006 1,889 Dec. 1-31, 2006 53,239 Total 1,041,017(1) $46.09 $52.96 $49.56 $46.28 (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs(2) (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased Under the Plans or Programs(2) 983,995 -- 51,500 28,279,067 28,279,067 28,227,567 (1) (2) Of this amount 5,522 represent shares tendered by employees in connection with the exercise of stock options under the Long-Term Incentive Plan. On Nov. 22, 2005, the Board of Directors authorized a share repurchase program, pursuant to which up to 50 million of the NS’ common stock may be purchased through Dec. 31, 2015. K17 Item 6. Selected Financial Data. NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES FIVE-YEAR FINANCIAL REVIEW 2002-2006 2006 20033 20042 20051 ($ in millions, except per share amounts) 2002 RESULTS OF OPERATIONS Railway operating revenues Railway operating expenses Income from railway operations Other income – net Interest expense on debt Income from continuing operations before income taxes and accounting changes Provision for income taxes Income from continuing operations before accounting changes Discontinued operations4 Cumulative effect of changes in accounting principles, net of taxes5 Net income PER SHARE DATA Income from continuing operations before accounting changes – basic – diluted Net income – basic – diluted Dividends Stockholders' equity at year end FINANCIAL POSITION Total assets Total long-term debt, including current maturities6 Stockholders' equity OTHER Capital expenditures $ 9,407 $ 6,850 8,527 $ 6,410 7,312 $ 5,610 6,468 $ 5,404 2,557 2,117 1,702 1,064 149 476 2,230 749 74 494 1,697 416 1,481 1,281 -- -- 76 489 1,289 379 910 -- 19 497 586 175 411 10 -- 1,481 $ -- 1,281 $ -- 910 $ 114 535 $ 3.63 $ 3.57 $ 3.63 $ 3.57 $ 0.68 $ 24.19 $ 3.17 $ 3.11 $ 3.17 $ 3.11 $ 0.48 $ 22.63 $ 2.31 $ 2.28 $ 2.31 $ 2.28 $ 0.36 $ 19.92 $ 1.05 $ 1.05 $ 1.37 $ 1.37 $ 0.30 $ 17.83 $ 6,270 5,112 1,158 66 518 706 246 460 -- -- 460 1.18 1.18 1.18 1.18 0.26 16.71 26,028 $ 25,859 $ 24,748 $ 20,596 $ 19,956 6,600 $ 9,615 $ 6,930 $ 9,276 $ 7,525 $ 7,977 $ 7,160 $ 6,976 $ 7,364 6,500 1,178 $ 1,025 $ 1,041 $ 720 $ 695 $ $ $ $ $ $ $ $ $ $ $ Average number of shares outstanding (thousands) Number of stockholders at year end Average number of employees: Rail Nonrail Total 405,988 38,900 30,079 462 30,541 404,170 48,180 29,851 443 30,294 394,201 51,032 28,057 418 28,475 389,788 52,091 28,363 390 28,753 388,213 51,418 28,587 383 28,970 K18 1 2 3 4 5 6 2005 provision for income taxes includes a $96 million benefit related to the reduction of NS’ deferred income tax liabilities resulting from tax legislation enacted by Ohio. This benefit increased net income by $96 million, or 23 cents per diluted share. 2004 other income – net includes a $40 million net gain from the Conrail Corporate Reorganization. This gain increased net income by $40 million or 10 cents per diluted share. 2003 operating expenses include a $107 million charge for a voluntary separation program. Other income – net includes an $84 million charge to recognize the impaired value of certain telecommunications assets. These charges reduced net income by $119 million, or 30 cents per diluted share. NS sold all the common stock of its motor carrier subsidiary, North American Van Lines, Inc. in 1998. Results in 2003 include an additional after-tax gain of $10 million, or 3 cents per diluted share, resulting from resolution of tax issues related to the transaction. Net income in 2003 reflects two accounting changes, the cumulative effect of which increased net income by $114 million, or 29 cents per diluted share: a change in accounting for the cost to remove railroad crossties, which increased net income by $110 million, and a change in accounting related to a special-purpose entity that leases certain locomotives to NS, which increased net income by $4 million. Excludes notes payable to Conrail of $716 million in 2003 and $513 million in 2002. See accompanying Consolidated Financial Statements and notes thereto. K19 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Norfolk Southern Corporation and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes and the Selected Financial Data. OVERVIEW NS’ 2006 results reflect substantial increases in revenues (up $880 million, or 10%) resulting primarily from higher pricing, including increased fuel surcharges. Traffic volume in 2006 rose modestly as increases in the first half of the year were largely offset by declines in the second half, particularly during the fourth quarter. Operating expenses rose 7%, resulting in a 21% improvement in income from railway operations and a lower operating ratio (a measure of the amount of operating revenues consumed by operation expenses) of 72.8% compared with 75.2% in 2005. Higher operating income for the year translated into increased cash flows, which, combined with substantial proceeds from employee stock option exercises, were used to fund increased capital expenditures, purchase and retire common stock, increase dividends and pay maturing debt. At Dec. 31, 2006, the cash and short-term investment balance was $918 million. Looking ahead, NS expects revenue increases to continue but at a more moderate pace, reflecting lower volume growth and comparison with a strong 2006. NS plans to continue its focus on improving service levels and maintaining a market-based approach to pricing. Approximately one-half of NS’ revenue base is subject to renegotiation or repricing in 2007. During 2006, NS purchased and retired 21.8 million shares of common stock at a total cost of $964 million under the share repurchase program approved by the Board of Directors on Nov. 22, 2005. Under the program, the Board has authorized the repurchase of up to 50 million shares of NS common stock through Dec. 31, 2015. SUMMARIZED RESULTS OF OPERATIONS 2006 Compared with 2005 Net income in 2006 was $1.5 billion, or $3.57 per diluted share, up $200 million, or 16%, compared with $1.3 billion, or $3.11 per diluted share, in 2005. The increase in net income was primarily due to higher income from railway operations, offset in part by the absence of the $96 million income tax benefit recorded in 2005 because of Ohio tax law changes (see Note 3). Railway operating revenues increased $880 million, reflecting higher rates, including fuel surcharges that accounted for about 40% of the increase and modestly higher traffic volume. Railway operating expenses rose $440 million, or 7%, principally due to higher diesel fuel prices and increased compensation and benefit costs. 2005 Compared with 2004 Net income in 2005 was $1.3 billion, or $3.11 per diluted share, up $371 million, or 41%, compared with $910 million, or $2.28 per diluted share, in 2004. Results in 2005 reflected a $96 million second quarter income tax benefit related to Ohio tax law changes (see Note 3), while results in 2004 included a $40 million net gain related to the Conrail Corporate Reorganization (see Note 4). The remaining $315 million increase in net income was primarily due to higher income from railway operations. Railway operating revenues increased $1.2 billion, reflecting higher rates (including the favorable effects of the coal rate cases settled in the second quarter – see K20 below), fuel surcharges and increased traffic volume. Railway operating expenses rose $800 million, or 14%, principally due to higher diesel fuel prices, increased volume-related expenses and casualty claims costs. DETAILED RESULTS OF OPERATIONS Railway Operating Revenues Railway operating revenues were $9.4 billion in 2006, $8.5 billion in 2005 and $7.3 billion in 2004. The following table presents a three-year comparison of revenues, volume and average revenue per unit by market group (prior period amounts for the chemicals, agriculture/consumer products/government and paper/clay/forest groups have been reclassified to conform to the current year presentation). 2006 Revenues 2005 ($ in millions) 2004 2006 Units 2005 (in thousands) 2004 2006 Revenue per Unit 2005 ($ per unit) 2004 Coal General merchandise: Metals/construction Chemicals Agr./cons. prod./govt. Automotive Paper/clay/forest General merchandise Intermodal Total $ 2,330 $ 2,115 $ 1,728 1,760.0 1,735.4 1,690.8 $ 1,324 $ 1,219 $ 1,022 1,168 1,079 994 974 891 5,106 978 978 832 997 801 4,586 818 868 716 954 691 4,047 835.3 426.4 594.1 561.9 466.7 2,884.4 794.2 442.1 571.8 615.9 472.2 2,896.2 781.1 444.7 559.8 634.6 461.7 2,881.9 1,398 2,530 1,673 1,734 1,909 1,770 1,231 2,212 1,454 1,620 1,697 1,583 1,048 1,953 1,279 1,503 1,496 1,404 1,971 1,826 1,537 3,256.5 3,154.9 2,891.5 605 579 531 $ 9,407 $ 8,527 $ 7,312 7,900.9 7,786.5 7,464.2 $ 1,191 $ 1,095 $ 980 Revenues increased $880 million, or 10%, in 2006 and $1.2 billion, or 17%, in 2005. As shown in the following table, both revenue improvements were the result of increased average revenues per unit, including fuel surcharges, and, to a lesser extent in 2006 than for 2005, higher traffic volumes. Revenue Variance Analysis Increases Revenue per unit/mix Traffic volume (units) Total 2006 vs. 2005 2005 vs. 2004 ($ in millions) $ $ 755 125 880 $ $ 899 316 1,215 Both comparisons reflect large increases in average revenue per unit, a result of higher rates and increased fuel surcharges. All market groups collected significant fuel surcharges, which accounted for approximately 40% of the 2006 increase in revenues and about one-third of the 2005 increase. At year-end 2006, fuel surcharge provisions covered approximately 91% of total revenues compared with about 85% at the end of 2005. Traffic volume increased 1% in 2006, principally due to higher intermodal and metals/construction shipments. In 2005, traffic volume rose 4%, reflecting a 9% increase in intermodal shipments. The favorable revenue per unit/mix variance in 2005 included an unfavorable mix component reflecting the 9% rise in intermodal traffic, which has a lower average revenue per unit. On April 24, 2006, NS announced that it was revising its fuel surcharge program for non-intermodal traffic originating and moving on NS-issued tariffs and public quotes issued on or after July 1, 2006. While the mechanics of the new fuel surcharge are generally the same as the previous fuel surcharge, the trigger price was K21 raised from $23 to $64 per barrel of West Texas Intermediate (WTI) Crude Oil and the percentage by which the line haul rate is increased when oil exceeds the trigger price was decreased from 0.4% to 0.3% for each dollar or portion thereof in excess of the trigger price. Tariff prices and public quotes have been adjusted to reflect this change. The fuel surcharge is based on the monthly average price of WTI in the second calendar month prior to the month in which the fuel surcharge is applied. Application of the new fuel surcharge across tariff and public quotes as well as contracts now approximates 15% of NS’ total revenue base. On January 26, 2007, the Surface Transportation Board (STB) issued a decision that the type of fuel surcharge imposed by NS and most other large railroads – a fuel surcharge based on a percentage of line haul revenue – would no longer be permitted for regulated traffic that moves under public (tariff) rates. The STB gave the railroads a 90-day transition period to adjust their fuel surcharge programs. NS does not expect that compliance with these new regulations will have a material effect on its financial condition, results of operations or liquidity. COAL revenues increased $215 million, or 10%, compared with 2005, which reflected higher average revenue per unit and slightly higher traffic volume. Coal average revenue per unit was up 9% compared with 2005, reflecting increased fuel surcharges and higher rates, tempered by the absence of the $55 million benefit from the coal rate settlements in the second quarter of 2005 (see below). Coal represented 25% of NS’ revenues in 2006, and 79% of shipments handled originated on NS’ lines. Traffic volumes rose 1% primarily because of increased shipments of utility coal, domestic metallurgical coal and coke that offset lower export and iron ore shipments. NS is currently involved in litigation with Virginia Electric and Power Company/Old Dominion Electric Cooperative (Virginia Power) regarding rate adjustment provisions in a transportation contract between them. During the third quarter of 2006, a court order was entered in favor of NS, and in the fourth quarter Virginia Power filed a petition with the Virginia Supreme Court appealing this order. Future developments and the ultimate resolution of this matter could result in NS recognizing additional revenues related to this dispute, which could have a favorable impact on results of operations in a particular year or quarter. In 2005, coal revenues increased $387 million, or 22%, compared with 2004, reflecting higher average revenue per unit and increased traffic volume. Coal average revenue per unit was up 19% compared with 2004, reflecting higher rates, the favorable effects of fuel surcharges, longer-haul business and the rate cases settled in the second quarter (see below). Coal represented 25% of NS’ revenues in 2005, and 83% of shipments handled originated on NS’ lines. Traffic volumes rose 3% primarily because of increased shipments of utility coal that offset lower export and domestic metallurgical coal, coke and iron ore shipments. During the second quarter of 2005, NS entered into settlement agreements with two utility customers that resolved their rail transportation rate cases before the STB. In 2002, these customers each filed rate reasonableness complaints with the STB. In October 2004, the STB found NS’ rates to be reasonable in both cases. As a result of the settlement of these cases, NS recognized $55 million of additional coal revenue in 2005 related to the period in dispute. Total Coal, Coke and Iron Ore Tonnage 2006 2005 (Tons in thousands) 2004 Utility Domestic metallurgical Export Industrial Total 148,078 20,878 12,409 9,202 190,567 134,085 20,686 16,583 9,799 181,153 142,522 20,076 14,531 9,524 186,653 K22 Utility coal tonnage increased 4%, compared with 2005, reflecting the rebuilding of stockpiles by customers, more shipments from the Powder River Basin in the West and higher shipments of import coal through Charleston, SC. In 2005, utility coal tonnage increased 6% compared to 2004, in response to increased coal-fired generation to meet the heavier electricity demand of a strong economy, limited nuclear power generation capacity, higher natural gas prices and utility coal stockpiles which were below target levels across NS’ service area. Supply constraints dampened shipments while the increased demand for Eastern U.S. coal prompted some customers to shift to coal from non-traditional sources in Wyoming and Colorado and imported coal. Appalachian coal production increased modestly and Western coal production was up 2% in 2005. While natural gas prices are expected to remain higher in 2007, demand for utility coal could be tempered by persistent mild winter weather in the East and above average stockpiles. Additionally, in November 2006, Virginia Power announced it intends to switch from domestic coal to imported coal for its Chesapeake, Virginia, Energy Center. Since NS would not transport the imported coal, this change would result in the loss of approximately 1.6 million tons annually. A number of evolving environmental issues could affect the utility coal market. These include potential regional programs aimed at capping and reducing power plant CO2 emissions, and ongoing efforts at addressing climate change. In response to changes in environmental regulations, certain utilities have begun adding or are planning to add emissions control technologies to their electric generating units, allowing them to utilize their existing coal- fired power plants. Domestic metallurgical coal, coke and iron ore tonnage increased 4% in 2006 compared with 2005. The increase was driven by higher domestic metallurgical coal and coke shipments in the first half of the year in response to steel-making demand, which more than offset a decline in iron ore volume caused by the shutdown of a blast furnace at a major customer location. For 2005, domestic metallurgical coal, coke and iron ore tonnage was down 3%, compared with 2004. Declines in domestic coke and iron ore volumes, principally due to the idling of a major steel blast furnace, were partially offset by an 8% increase in metallurgical coal. Demand for domestic metallurgical coal and coke is expected to decline slightly with a softening in the steel industry in 2007, whereas new business is expected to modestly increase iron ore shipments. Export coal tonnage decreased 15% in 2006 compared to 2005, reflecting weaker demand for U.S. coal as Europe and Asia continued to increase purchases from other countries. Baltimore volume was down approximately 13,500 cars, or 37%, and Norfolk volume declined by approximately 3,000 cars, or 3%. In 2005, export coal tonnage decreased 12% compared to 2004, due to both coal supply constraints and a weak European steel market. Volume through Norfolk and Baltimore decreased. Norfolk was down approximately 16,000 carloads, or 14%, and Baltimore was down approximately 2,000 carloads, or 6%. U.S. exports in 2005 were constrained by several factors: (1) the tight coal supply from Eastern coal mines caused primarily by the sporadic closure of a major coal mine, (2) the idling of production by European steel manufacturers in order to manage finished goods inventory, and (3) the abundant supply of Chinese coke on the world market lowering the price and making it more economical to buy coke rather than import metallurgical coal from the U.S. and convert it. Export coal tonnage for 2007 is expected to weaken as higher mining costs offset potential gains from favorable ocean freight rates from the U.S. versus Australia. K23 Other coal tonnage (principally steam coal shipped to industrial plants) decreased 3% versus 2005, primarily due to plant closures and mine production problems. In 2005, other coal tonnage decreased 3% versus 2004, primarily due to the diversion of coal to the utility market. GENERAL MERCHANDISE revenues increased $520 million, or 11%, in 2006 compared with 2005, as all market groups posted higher average revenue per unit driven by increased rates and fuel surcharges. Traffic volume declined slightly as improved metals and construction and agriculture volumes were offset by declines in the other business groups. In 2005, general merchandise revenues increased 13% due to higher average rates and fuel surcharges. Traffic volume was up modestly in 2005 compared with 2004 as decreases in automotive and chemicals traffic partially offset increases in other business groups. Metals and construction revenue increased 19% and traffic volume increased 5% in 2006 compared with 2005 as declines in the fourth quarter were offset by higher volumes through the rest of the year. Revenue per unit rose 14% because of increased rates and fuel surcharges. The increase in traffic volume was driven primarily by higher import slab business to NS-served steel mills, more scrap metal shipments and higher sand, gravel and cement traffic for commercial and highway construction projects. In 2005, metals and construction revenue increased 20% and traffic volume increased 2% compared with 2004. Revenue per unit rose 17% because of higher rates and fuel surcharges. The volume improvements were due primarily to continued strength at NS-served integrated and electric arc mills and higher aluminum product shipments, which were partially offset by lower scrap metal carloads. Construction traffic volume benefited from increased residential, commercial and highway construction. Metals and construction volume is expected to be tempered in the first quarter of 2007, reflecting a softening in domestic steel production affecting iron and steel shipments, with improving conditions expected in the second half of the year. Aggregate and cement shipments are expected to increase driven by highway projects and new stone terminals locating on NS’ lines. Chemicals revenue increased 10%, despite a 4% drop in traffic volume, reflecting increased rates and fuel surcharges. Petroleum, industrial and plastics traffic volumes were down as a result of lower inventories arising from post-Katrina conditions, the closure of several plants on NS lines and the weaker housing and automotive markets. In 2005, chemicals revenues increased 13%, reflecting higher prices and fuel surcharges, while traffic volume was down slightly as a result of production curtailment in the Gulf Coast region and as compared with a strong 2004. Volume increases for plastic and petroleum products were offset by decreases in industrial and miscellaneous chemicals. Chemical volume is expected to improve in 2007, supported by new and expanded business as the year progresses. However, volume could be adversely affected by the price of natural gas and crude oil, which accounts for more than 50% of the cost of many chemical products and presents a significant competitive challenge that could cause domestic chemical producers to move production overseas. Agriculture, consumer products and government revenue increased 19% and traffic volume increased 4% in 2006 compared with 2005. Average revenue per unit rose 15%, a result of higher rates and fuel surcharges. Traffic volume growth resulted from increased ethanol, military and corn shipments. Military traffic growth was primarily due to the continued support of military operations in Iraq. In 2005, agriculture, consumer products and government revenue increased 16% and traffic volume increased 2% compared with 2004. Average revenue per unit rose 14%, a result of higher rates and fuel surcharges. Traffic growth resulted from sweeteners, government traffic and fertilizer. Government traffic growth was primarily due to the support of military operations in Iraq as well as shipments of temporary housing to hurricane-damaged K24 areas. Ethanol traffic increased 38% due to higher shipments from current customers in addition to new business in Georgia and South Carolina. Agriculture volume is expected to continue to grow in 2007, benefiting from increasing demand for ethanol as a replacement for MTBE which was banned by the Federal Government as a fuel additive. However, declines in consumer products and government volumes are expected to offset this growth. Automotive revenues declined 2% in 2006 compared with 2005 as lower volumes offset increased average revenues per unit, including fuel surcharges. Volume decreased 9% primarily due to substantial production cuts at Ford, General Motors and Daimler-Chrysler assembly plants, including two NS-served plant closures at Ford and one at General Motors during 2006. Ford and General Motors combined operate 15 of 29 assembly plants served by NS. Reduced production at Honda and BMW also contributed to the volume decrease. In 2005, automotive revenues rose 5%, compared with 2004, the result of an 8% increase in average revenue per unit that reflected pricing improvements and higher fuel surcharges. In contrast, traffic volume decreased 3% primarily due to reduced production at Ford and General Motors, with General Motors closing NS-served assembly plants in Michigan, Maryland and New Jersey. These reductions were partially offset by increased production at Honda, Mercedes-Benz and Toyota. For 2007, NS expects automotive revenues to continue to decline as a result of automotive production cutbacks. Decreases by U.S. automotive manufacturers are expected to be partially offset by higher domestic production by foreign manufacturers. Paper, clay and forest products revenue increased 11% in 2006 compared with 2005 due to higher average revenues per unit, including fuel surcharges, despite a 1% decrease in traffic volume. Higher solid waste and debris traffic, and growth in traffic from the import of printing paper, partially offset reduced pulp and pulp board shipments. In 2005, paper, clay and forest products revenue increased 16% and traffic volume increased 2% compared with 2004. Average revenue per unit rose 13% due to higher rates and fuel surcharges. Pulp board, printing paper, newsprint and woodchip produced volume gains despite consolidations within the industry and mill shutdowns. In 2007, paper, clay and forest product revenues are expected to be up slightly and benefit from continued growth in waste and debris transportation. INTERMODAL revenues increased $145 million, or 8%, compared with 2005, largely because of higher fuel surcharges, increased rates and improved traffic volume. Traffic volume for the year rose 3% notwithstanding a 3% decline in the fourth quarter. International traffic volume rose 9% reflecting growth in imported goods from Asia and exported goods through NS-served East Coast ports, as well as West Coast ports. Truckload volume increased 8% reflecting continued expansion of business with traditional truckload companies. Triple Crown Services Company, a service with rail-to-highway trailers, had flat volume compared with 2005 as higher consumer product shipments were offset by weaker automotive-related shipments. Domestic intermodal marketing companies (IMC) volume declined 9% reflecting declines in the housing, construction and automotive markets. Premium business, which includes parcel and LTL (less-than-truckload) carriers, was down 3% reflecting lower LTL shipper traffic that offset modest gains in parcel shipments. Intermodal revenue per unit increased 4%, principally a result of higher fuel surcharges as well as increased rates and longer-haul international traffic, which was offset in part by the ongoing shift of shipments from higher revenue per unit, rail-provided assets (trailers and containers) to lower revenue per unit shipments in shipper-provided equipment. In 2005, intermodal revenues increased $289 million, or 19% compared with 2004, reflecting improved traffic volume, higher fuel surcharges, and increased rates. Despite moderated growth in domestic business, traffic volume increased 9% reflecting strength in the international, truckload and Triple Crown Services lines of K25 business. International traffic volume grew by 16% reflecting strength in U.S. consumer markets and growth in the movement of import and export goods through NS-served East Coast ports, as well as West Coast ports. Truckload volume increased 10% compared with 2004, reflecting additional business with traditional truckload companies. Premium business grew 6% due primarily to new business in the Northern region. Triple Crown Services volume grew 6% reflecting expanded geographic coverage and increased trailer fleet size to meet higher demand. Domestic volume decreased 3% compared with 2004, principally due to the continued reduction in transloading of West Coast international freight into domestic containers. Intermodal revenue per unit increased 9%, a result of fuel surcharges and rate increases. In 2007, NS expects moderate growth in its intermodal markets, with continued strength in the international markets. Future growth may, however, be tempered by economic conditions in the U.S. Railway Operating Expenses Railway operating expenses in 2006 were $6.9 billion, up $440 million, or 7%, compared to 2005, which were up $800 million compared to 2004. The 2006 increase was principally due to higher diesel fuel prices and increased compensation and benefits. The increase in 2005 was principally due to a sharp rise in the price of diesel fuel, volume-related expense increases, more maintenance activities and higher casualty costs. Carloads rose 1% in 2006 compared to 2005 and 4% in 2005 compared to 2004. The railway operating ratio, which measures the percentage of railway operating revenues consumed by railway operating expenses, improved to 72.8% in 2006, compared with 75.2% in 2005 and 76.7% in 2004. The following table shows the changes in railway operating expenses summarized by major classifications. Operating Expense Variances Increases (Decreases) Compensation and benefits Materials, services and rents Conrail rents and services Depreciation Diesel fuel Casualties and other claims Other Total 2006 vs. 2005 2005 vs. 2004 ($ in millions) $ $ 144 86 (3) (36) 250 (4) 3 440 $ $ 221 208 (190) 176 278 73 34 800 Compensation and benefits, which represents nearly 40% of total railway operating expenses, increased $144 million, or 6%, compared with 2005, and increased $221 million in 2005, or 10%, compared with 2004. Expenses in 2006 included the effect of the implementation of Statement of Accounting Standards No. 123(R) “Share-Based Payment,” which increased stock-based compensation expense by $27 million. Most of the increase was reflected in the first quarter which included the effect of accelerated recognition of costs related to grants to retirement-eligible employees. This up front recognition of costs will occur in the first quarter of 2007 and is expected to be somewhat higher reflecting a higher proportion of retirement eligible grantees. The remaining increase was attributable to increased salaries and wages (up $44 million), higher health and welfare benefit costs (up $29 million), higher payroll taxes (up $17 million), retirement and waiver agreements entered into in the first quarter (up $13 million) and the cost of the regular stock-based grant to the former chief executive officer who retired in the first quarter ($11 million). K26 NS employment averaged 30,541 in 2006 compared with 30,294 in 2005 and 28,475 in 2004. The increased number of employees has come almost exclusively in operating department personnel to meet the increased volume and service needs, as well as expected retirements. NS continues to hire and train additional workers in order to meet the requirements of forecasted volumes in light of the demographics of its work force. The increase in compensation and benefits for 2005 reflected increased hours for train operations, including trainees, and equipment maintenance (up $70 million); increased wage rates (up $46 million); increased pension, postretirement and health and welfare benefit costs (up $43 million); higher stock-based compensation (up $22 million); and higher payroll taxes (up $12 million). The Railroad Retirement and Survivors’ Improvement Act, which took effect Jan. 1, 2002, allows for investment of Tier II assets in a diversified portfolio through the National Railroad Retirement Investment Trust. The law also provides a mechanism for automatic adjustment of Tier II payroll taxes should the trust assets fall below a four-year reserve or exceed a six-year reserve. As a result, the employers’ portion of Tier II retirement payroll taxes has been reduced from 13.1% in 2004 to 12.6% in 2005 and 2006, and to 12.1% for 2007. However, these savings are expected to continue to be substantially offset by higher payroll taxes on increased wages and a higher wage base. Materials, services and rents includes costs related to items used for the maintenance of railroad lines, structures and equipment; the costs of services purchased from outside contractors, including the net costs of operating joint (or leased) facilities with other railroads; and the net cost of equipment rentals. This category of expenses increased $86 million, or 5%, in 2006 compared to 2005, and increased 13% in 2005 compared to 2004. For 2006, materials expense was up $39 million due to increased maintenance activities, purchased services was up $39 million reflecting increased intermodal traffic volume and equipment rents rose $8 million. The increase in 2005 reflected higher volume-related purchased services (up $82 million) and higher maintenance expense (up $74 million). Equipment rents rose $28 million, reflecting higher traffic volume as well as leases from the Conrail Corporate Reorganization (see Note 4). Locomotive and freight car repair costs increased in 2006 and in 2005, due to more maintenance activity related to higher usage from increased traffic volumes coupled with the age of the fleet. This level of expense is expected to continue and may increase depending on traffic volumes. Equipment rents, which includes the cost to NS of using equipment (mostly freight cars) owned by other railroads or private owners less the rent paid to NS for the use of its equipment, rose 2% in 2006 and increased 11% in 2005. The increase in 2006 was principally due to a reduction in rents received on automotive equipment as a result of decreased shipments. The increase in 2005 was principally due to additional lease expense for a full year from the Conrail Corporate Reorganization and increased volume-related intermodal shipments. Conrail rents and services decreased $3 million, or 2%, in 2006 compared to 2005, and decreased 60% in 2005 compared to 2004. For 2006 and 2005 this item includes amounts due to Conrail for operation of the Shared Assets Areas. Before the Conrail Corporate Reorganization in 2004 this item included amounts due to PRR for use of its operating properties and equipment, NS’ equity in Conrail’s net earnings and the additional amortization related to the difference between NS’ investment in Conrail and its underlying equity (see Note 4). The decline in 2005 was primarily driven by the Conrail Corporate Reorganization, which resulted in the consolidated reporting of individual components of Conrail equity earnings, principally depreciation, equipment rents and interest expense (see Note 4). NS’ share of equity earnings after the Conrail Corporate Reorganization is a component of “Other income-net” (see Note 2). Depreciation expense decreased $36 million, or 5%, in 2006 compared with 2005, reflecting the results of an equipment depreciation study from an independent firm of engineers and an analysis of the assets received in the Conrail Corporation Reorganization completed in 2006. Depreciation expense increased 29% in 2005 K27 compared to 2004 primarily a result of the Conrail Corporate Reorganization (see Note 4). In addition, substantial capital investments and improvements resulted in higher depreciation expense. Diesel fuel expense increased $250 million, or 34%, in 2006 compared with 2005 and increased 62% in 2005 compared with 2004. Diesel fuel expense is recorded net of hedge benefits, although there have been no such benefits since May 2006 when the program wound down (see “Market Risks and Hedging Activities,” below and Note 16). Expense in 2006 included hedge benefits of $20 million compared with benefits of $148 million in 2005, and $140 million in 2004, and reflected a 13% rise in the average price per gallon with a 1% increase in consumption. The increase in 2005 reflected a 43% rise in the average price per gallon and a 2% increase in consumption. Legislation enacted in the first quarter of 2005 repealed the 4.3 cents per gallon excise tax on railroad diesel fuel for 2007, with the following phased reductions in 2005 and 2006: 1 cent per gallon from Jan. 1, 2005 through June 30, 2005; 2 cents per gallon from July 1, 2005 through Dec. 31, 2006; and by the full 4.3 cents thereafter. NS consumes about 520 million gallons of diesel fuel per year. Casualties and other claims expenses (including the estimates of costs related to personal injury, property damage and environmental matters) decreased $4 million, or 2%, in 2006 compared to 2005 and increased 48% in 2005 compared to 2004. The decrease in 2006 reflected the absence of $38 million of costs associated with a derailment in Graniteville, South Carolina (see discussion below), and an unfavorable jury verdict in an employee injury case, partially offset by higher expenses arising from derailments and insurance costs. The increase in 2005 was attributable to the costs associated with the Graniteville derailment, $16 million for an unfavorable jury verdict rendered in an employee injury case, $9 million of higher insurance costs, and $4 million for the portion of the $12.5 million self-insured retention related to Hurricane Katrina expenses. On Jan. 6, 2005, a collision in Graniteville, South Carolina, between two NS trains caused the release of chlorine gas from a ruptured tank car. NS’ liability related to this accident includes a current and long-term portion which 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 substantially all expenses related to this derailment above NS’ self-insured retention, including NS’ response costs and legal fees. Accordingly, the Consolidated Balance Sheets reflect a current and long-term receivable for estimated recoveries from NS’ insurance carriers. The expense recorded in 2005 represents NS’ retention under its insurance policies and other uninsured costs. 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 insurance 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 2005. NS expects at this time that insurance coverage is adequate to cover potential claims and settlements above its self-insurance retention. During the third quarter of 2005, NS’ operations were adversely affected by Hurricane Katrina, and to a lesser extent, Hurricane Rita, both of which struck the Gulf Coast. NS sustained damage to its facilities in the region as a result of Hurricane Katrina but restored rail freight service into and around New Orleans in a relatively short period of time. The damage sustained to NS facilities as a result of Hurricane Katrina did not materially impact NS’ financial condition or results of operations and is covered by insurance above the self-insurance retention limit. The largest component of casualties and other claims expense is personal injury costs. Cases involving occupational injuries comprised about two-thirds of total employee injury cases resolved and about one-third of total payments made. With its long-established commitment to safety, NS continues to work actively to eliminate all employee injuries and to reduce the associated costs. With respect to occupational injuries, which are not caused by a specific accident or event, but result from a claimed exposure over time, the benefits of any existing safety initiatives may not be realized immediately. These types of claims are being asserted by former or retired employees, some of whom have not been actively employed in the rail industry for decades. K28 The rail industry remains uniquely susceptible to litigation involving job-related accidental injury and occupational claims because of the Federal Employers' Liability Act (FELA), which is applicable only to railroads. FELA’s fault-based system, which covers employee claims for job-related injuries, produces results that are unpredictable and inconsistent as compared with a no-fault workers' compensation system. NS maintains substantial amounts of insurance for potential third-party liability and property damage claims. It also retains reasonable levels of risk through self-insurance (see Note 17). NS expects insurance costs to be slightly higher in 2007. Other expenses increased $3 million, or 1%, in 2006 compared to 2005, and increased $34 million, or 15%, in 2005 compared to 2004. The increase in 2006 was primarily due to higher employee travel and relocation costs offset in part by lower property taxes. The increase in 2005 reflected higher property and sales and use taxes. Other Income – Net Other income – net was $149 million in 2006 and $74 million in 2005 (see Note 2). Results in 2006 reflected lower expense associated with tax credit investments primarily due to synthetic fuel related investments (see discussion under heading “Income Taxes”), greater interest income, and higher returns from corporate-owned life insurance, that were partially offset by lower equity in Conrail earnings. In 2005, other income – net decreased by $2 million which reflected the absence of the $40 million gain recognized in 2004 for the Conrail Corporate Reorganization. The results in 2005 also reflected: (1) higher interest income, (2) equity in earnings of Conrail subsequent to the Conrail Corporate Reorganization, (3) additional coal royalties (up $12 million), and (4) lower interest accruals related to tax liabilities (down $9 million). These income improvements were partially offset by more expense associated with tax credit investments. Income Taxes Income tax expense in 2006 was $749 million for an effective rate of 34%, compared with effective rates of 25% in 2005 and 29% in 2004. The increase in the rate for 2006 was largely the result of the absence of an Ohio tax law change which lowered the effective rate in 2005 as well as fewer tax credits from synthetic fuel related investments (see below). The 2005 effective rate benefited from a $96 million reduction in deferred taxes resulting from the Ohio tax legislation, which lowered the rate by six percentage points (see Note 3). NS’ consolidated federal income tax returns for 2004 and 2005 are being audited by the Internal Revenue Service (IRS). The IRS completed its examination of the 2002 and 2003 consolidated federal income tax returns during the third quarter of 2006 and NS has appealed certain adjustments proposed by the IRS. The results of the examination had a negligible effect on the effective tax rate. NS’ synthetic fuel tax credits are subject to reduction if the Reference Price of a barrel of oil for the year falls within an inflation-adjusted phase-out range specified by the tax code. The Reference Price for a year is the annual average wellhead price per barrel of unregulated domestic crude oil as determined by the Secretary of the Treasury by April 1 of the following year. In 2005, the phase-out range was $53.20 to $66.79, and the phase-out range is adjusted annually for inflation. While NS cannot predict with certainty the Reference Price for the year, NS estimated a 35% phase-out of synthetic fuel credits in 2006 based on actual oil prices during the year. K29 Net income in 2006 reflects $18 million less in net benefits from these credits, as compared with the same period of 2005, as shown below: Effect in “Other income – net:” Expenses on synthetic fuel related investments Effect in “Provision for income taxes:” Tax credits Tax benefit of expenses on synthetic fuel related investments Total reduction of income tax expense Effect in “Net income:” Net benefit from synthetic fuel related investments $ $ 2006 2005 2004 ($ in millions) 62 56 24 80 18 $ 102 $ 98 40 138 $ 36 $ 58 60 21 81 23 Subject to the uncertainty associated with these tax credits, the effective tax rate in 2007 is expected to be comparable to that of 2006. The tax credits generated by NS’ synthetic fuel related investments expire at the end of 2007 and, accordingly, the effective tax rate may increase thereafter. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Cash provided by operating activities, NS' principal source of liquidity, was $2.2 billion in 2006, compared with $2.1 billion in 2005 and $1.7 billion in 2004. The improvement in 2006 reflected the $440 million increase in income from railway operations offset in part by higher income tax payments. The increase in 2005 reflected the $415 million increase in income from railway operations as well as the effects of the Conrail Corporate Reorganization (see below), offset in part by higher income tax payments, including a payment made upon settlement of a federal audit cycle. Prior to the August 2004 Conrail Corporate Reorganization (see Note 4), a significant portion of the payments made to PRR under the operating and lease agreements (which were included in “Conrail rents and services” and, therefore, were a use of cash in “Net cash provided by operating activities”), was borrowed back from a subsidiary of PRR under a note due in 2032 and, therefore, was a source of cash in “Proceeds from borrowings.” NS’ net cash flow from these borrowings amounted to $118 million in 2004. This note was effectively extinguished by the reorganization in 2004. Subsequent to the Conrail Corporate Reorganization, 2005 payments under “Conrail rents and services” declined, depreciation charges increased and those net borrowings were terminated. Accordingly, NS’ cash provided by operating activities after the Conrail Corporate Reorganization has increased. NS had working capital of $307 million at Dec. 31, 2006, compared with working capital of $729 million at Dec. 31, 2005. The reduction was largely due to share repurchases made in 2006 (see Note 13) and higher current maturities of long-term debt. NS’ cash, cash equivalents and short-term investment balances totaled $918 million and $1.3 billion at Dec. 31, 2006 and 2005, respectively. K30 Contractual obligations at Dec. 31, 2006, comprised of NS' long-term debt (including capital leases) (see Note 7), operating leases (see Note 8), agreements with CRC (see Note 4), unconditional purchase obligations (see Note 17) and long-term advances from Conrail (see Note 4) were as follows: Total 2007 Payments Due By Period 2008- 2009 ($ in millions) 2010- 2011 2012 and Subsequent $ 6,600 $ 1,087 448 491 $ 166 26 843 $ 274 52 676 $ 189 52 276 238 33 5 133 8,544 $ $ -- 921 $ -- 1,202 $ -- 922 $ 4,590 458 318 -- 133 5,499 Long-term debt and capital lease principal Operating leases Agreements with CRC Unconditional purchase obligations Long-term advances from Conrail Total Off balance sheet arrangements consist of obligations related to operating leases, which are included in the table of contractual obligations above and disclosed in Note 8. NS did not renew its accounts receivable securitization program which expired in May 2005. Cash used for investing activities was $684 million in 2006, compared with $1.8 billion in 2005 and $1.2 billion in 2004. The decrease in 2006 reflected higher proceeds from short-term investment sales, principally to fund share repurchases reflected in financing activities, offset in part by the $100 million investment in Meridian Speedway LLC (MSLLC) (see discussion below) and increased property additions. The increase in 2005 was principally the result of larger purchases of short-term investments. Property additions account for most of the recurring spending in this category. The following tables show capital spending (including capital leases) and track and equipment statistics for the past five years. Capital Expenditures 2006 2005 2004 ($ in millions) 2003 2002 Road and other property Equipment Total $ $ 756 $ 422 1,178 $ 741 $ 284 1,025 $ 612 $ 429 1,041 $ 502 $ 218 720 $ 521 174 695 Track Structure Statistics (Capital and Maintenance) 2006 2005 2004 2003 2002 Track miles of rail installed Miles of track surfaced New crossties installed (millions) 327 4,871 2.7 302 4,663 2.5 246 5,055 2.5 233 5,105 2.8 235 5,270 2.8 K31 Average Age of Owned Railway Equipment Freight cars Locomotives Retired locomotives 2006 2005 30.0 17.7 35.0 29.4 17.4 27.4 2004 (years) 28.6 16.9 22.9 2003 2002 27.8 15.3 28.7 27.0 16.1 28.2 The higher average age of locomotives in 2006 reflects the retirement of two locomotives compared with 52 retired in 2005. For 2007, NS has budgeted $1.34 billion for capital expenditures. The anticipated spending includes $884 million for roadway projects, $401 million for equipment and $55 million for small projects and real estate. In roadway projects, $610 million is for track and bridge program work, including $73 million in infrastructure investments for increased main line and terminal capacity. Also included are projects for communications, signal and electrical systems, as well as projects for environmental and public improvements such as grade crossing separations and signal upgrades. Other roadway projects include marketing and industrial development initiatives, including increasing track capacity and access to coal receivers and vehicle production and distribution facilities, and continuing investments in intermodal infrastructure. Planned equipment spending of $401 million includes the purchase of 53 locomotives and upgrades to existing units, the purchase of 1,300 new higher capacity coal cars as part of a multi-year program to replace the existing coal car fleet, the purchase of 739 freight cars as their lease expires, improvements to multilevel automobile racks, and projects related to computers and information technology, including additional security and backup systems. NS expects to make all of its capital expenditures with internally generated funds. On May 1, 2006, NS and Kansas City Southern (KCS) formed a joint venture (MSLLC) pursuant to which NS intends to contribute $300 million in cash, substantially all of which will be used for capital improvements over a period of approximately three years, in exchange for a 30% interest in the joint venture. At the formation of MSLLC, NS contributed $100 million and KCS contributed its 320 mile rail line between Meridian, Mississippi and Shreveport, Louisiana (the Meridian Speedway). NS is recognizing its pro rata share of the joint venture’s earnings or loss as required under the equity method of accounting. NS’ total investment in MSLLC is supported by the fair value of the rail line as well as intangible assets obtained through the transaction. The transaction is expected to be modestly dilutive in the early years of the venture due to lost interest income on the cash contributed to the joint venture. However, NS expects that the dilution from the lost interest income will be offset from additional traffic as the investment is made and improvements are completed. The joint venture is expected to increase capacity and improve service over the Meridian Speedway into the Southeast. During the third quarter of 2006, NS and the states of Ohio, West Virginia and Virginia each entered into a Memorandum of Agreement with the Federal Highway Administration that governs the release of up to $95 million in federal funding and up to $11 million in state funding for the Heartland Corridor rail double- stack clearance project. NS expects to spend about $60 million over a five-year period in connection with this project. The Heartland Corridor is a package of proposed clearance improvements and other facilities that will create a seamless high-capacity intermodal route across Virginia and West Virginia to Midwest markets. NS and other railroads have agreed to participate in the Chicago Region Environmental and Transportation Efficiency (CREATE) project in Chicago. The intent of the proposed public-private partnership is to reduce rail and highway congestion and add freight and passenger capacity in the metropolitan Chicago area. A portion of the public funding has been approved and the parties are working to develop a list of projects to be included in Phase I of the project. Funding requirements will be determined by the selection of Phase I projects. The railroads expect to complete Phase I over the next four years. K32 Cash used for financing activities was $1.3 billion in 2006, compared with $456 million in 2005 and $233 million in 2004. Financing activity in 2006 included $964 million for the purchase and retirement of common stock as part of NS’ ongoing share repurchase program (see discussion below). Financing activities for 2006 also included $212 million of proceeds and $85 million of tax benefits from employee exercises of stock options (see Note 11). In 2005, financing activity included: (1) the issuance of $300 million aggregate principal amount of 6% unsecured notes due March 2105, and (2) the issuance of $717 million of unsecured notes ($350 million at 5.64% due 2029 and $367 million at 5.59% due 2025) and payment of $218 million of premium in exchange for $717 million of 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) (see Note 7). The $218 million cash premium payment is reflected as a reduction of debt in the Consolidated Balance Sheets and Statement of Cash Flows and will be amortized as additional interest expense over the terms of the new debt. Financing activities in 2005 included $194 million in proceeds relating to employee exercises of stock options. NS’ debt-to-total capitalization ratio was 40.7% at Dec. 31, 2006, and 42.8% at Dec. 31, 2005. In November 2005, NS’ Board of Directors authorized the repurchase of up to 50 million shares of NS common stock through Dec. 31, 2015. The timing and volume of any purchases will be guided by management’s assessment of market conditions and other factors. Near-term purchases under the program are expected to be made with internally generated cash; however, future funding sources could include proceeds from the sale of commercial paper notes or the issuance of long-term debt. NS currently has in place and available a $1 billion, five-year credit agreement that expires in 2009, which provides for borrowings at prevailing rates and includes financial covenants. There were no amounts outstanding under this facility at Dec. 31, 2006, and NS is in compliance with all of the financial covenants. NS also has in place a shelf registration statement on Form S-3 filed with the SEC in September 2004 with $700 million of available capacity (see Note 7). On July 18, 2005, Standard & Poor’s (S&P) upgraded its ratings on NS’ unsecured debt from BBB to BBB+. Moody’s rating remains at Baa1, comparable to S&P’s. APPLICATION OF CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions may require significant judgment about matters that are inherently uncertain, and future events are likely to occur that may require management to change them. Accordingly, management regularly reviews these estimates and assumptions based on historical experience, changes in the business environment and other factors that management believes to be reasonable under the circumstances. Management discusses the development, selection and disclosures concerning critical accounting estimates with the Audit Committee of its Board of Directors. Pensions and Other Postretirement Benefits Accounting for pensions and other postretirement benefit plans requires management to make several estimates and assumptions (see Note 10). These include the expected rate of return from investment of the plans' assets, projected increases in medical costs and the expected retirement age of employees as well as their projected earnings and mortality. In addition, the amounts recorded are affected by changes in the interest rate environment because the associated liabilities are discounted to their present value. Management makes these estimates based on the company's historical experience and other information that it deems pertinent under the circumstances (for example, expectations of future stock market performance). Management engages an K33 independent consulting actuarial firm to assist it in selecting appropriate assumptions and valuing its related liabilities. NS' net pension benefit, which is included in “Compensation and benefits” on its Consolidated Statements of Income, was $29 million for the year ended Dec. 31, 2006. In recording this amount, NS assumed a long-term investment rate of return of 9%. Investment experience of the pension fund over the past 10-, 15- and 20-year periods has been a rate of return in excess of 10% and supports the current rate of return assumption. A one percentage point change to this rate of return assumption would result in a $19 million change to the pension credit and, as a result, an equal change in “Compensation and benefits” expense. Changes that are reasonably likely to occur in assumptions concerning retirement age, projected earnings and mortality would not be expected to have a material effect on NS' net pension benefit or net pension asset in the future. The net pension asset is recorded at its net present value using a discount rate that is based on the current interest rate environment in light of the timing of expected benefit payments. Specifically, NS refers to Moody’s seasoned Aa corporate bond yields and the changes in such yields; therefore, management has little discretion in this assumption. NS' net cost for other postretirement benefits, which is also included in “Compensation and benefits,” was $70 million for the year ended Dec. 31, 2006. In recording this expense and valuing the net liability for other postretirement benefits, which is included in “Other postretirement benefits” as disclosed in Note 10, management estimated future increases in health-care costs. These assumptions, along with the effect of a one percentage point change in them, are described in Note 10. Properties and Depreciation Most of NS' total assets are comprised of long-lived railway properties (see Note 5). As disclosed in Note 1, NS' properties are depreciated using group depreciation. Rail is depreciated primarily on the basis of use measured by gross-ton miles. Other properties are depreciated generally using the straight-line method over the lesser of estimated service or lease lives. NS reviews the carrying amount of properties whenever events or changes in circumstances indicate that such carrying amount may not be recoverable based on future undiscounted cash flows. Assets that are deemed impaired as a result of such review are recorded at the lesser of carrying amount or fair value. NS' depreciation expense is based on management's assumptions concerning service lives of its properties as well as the expected net salvage that will be received upon their retirement. These assumptions are the product of periodic depreciation studies that are performed by an outside firm of consulting engineers. These studies analyze NS' historical patterns of asset use and retirement and take into account any expected change in operation or maintenance practices. NS' recent experience with these studies has been that while they do result in changes in the rates used to depreciate its properties, these changes have not caused a significant effect to its annual depreciation expense. The studies may also indicate that the recorded amount of accumulated depreciation is deficient (or in excess) of the amount indicated by the study. Any such deficiency (or excess) is amortized as a component of depreciation expense over the remaining service lives of the affected class of property. NS' depreciation expense for the year ended Dec. 31, 2006, amounted to $738 million. NS' weighted-average depreciation rates for 2006 are disclosed in Note 5; a one-tenth percentage point increase (or decrease) in these rates would have resulted in a $26 million increase (or decrease) to NS' depreciation expense. Personal Injury, Environmental and Legal Liabilities NS' expense for “Casualties and other claims” amounted to $220 million for the year ended Dec. 31, 2006. Most of this expense was composed of NS' accrual related to personal injury liabilities. Job-related personal injury and occupational claims are subject to FELA, which is applicable only to railroads. FELA’s fault-based tort system produces results that are unpredictable and inconsistent as compared with a no-fault worker’s compensation system. The variability inherent in this system could result in actual costs being very different from the liability recorded. In all cases, NS records a liability when the expected loss for the claim is both probable and estimable. K34 NS engages an independent consulting actuarial firm to aid in valuing its personal injury liability and determining the amount to accrue during the year. For employee personal injury cases, the actuarial firm studies NS' historical patterns of reserving for claims and subsequent settlements, taking into account relevant outside influences. An estimate of the ultimate amount of the liability, which includes amounts for incurred but unasserted claims, is based on the results of this analysis. For occupational injury claims, the actuarial firm studies NS’ history of claim filings, severity, payments and other relevant facts. Additionally, the estimate of the ultimate loss for occupational injuries includes a provision for those claims that have been incurred but not reported by projecting NS’ experience into the future as far as can be reasonably determined. NS has recorded this actuarially determined liability. The liability is dependent upon many individual judgments made as to the specific case reserves as well as the judgments of the consulting actuary and management in the periodic studies. Accordingly, there could be significant changes in the liability, which NS would recognize when such a change became known. The most recent actuarial study, completed in the fourth quarter of 2006, resulted in a slight increase to NS' personal injury liability during the fourth quarter. While the liability recorded is supported by the most recent study, it is reasonably possible that the liability could be higher or lower. NS is subject to various jurisdictions' environmental laws and regulations. It is NS' policy to record a liability where such liability or loss is probable and its amount can be estimated reasonably (see Note 17). Claims, if any, against third parties for recovery of cleanup costs incurred by NS, are reflected as receivables (when collection is probable) in the Consolidated Balance Sheets and are not netted against the associated NS liability. Environmental engineers regularly participate in ongoing evaluations of all known sites and in determining any necessary adjustments to liability estimates. NS 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 $19 million in 2006, $16 million in 2005 and $11 million in 2004, and capital expenditures totaled approximately $6 million in 2006, and $9 million in each of 2005 and 2004. Capital expenditures in 2007 are expected to be comparable to those in 2006. NS' Consolidated Balance Sheets included liabilities for environmental exposures in the amount of $54 million at Dec. 31, 2006, and $58 million at Dec. 31, 2005 (of which $12 million was accounted for as a current liability at Dec. 31, 2006, and 2005). At Dec. 31, 2006, the liability represented NS' estimate of the probable cleanup and remediation costs based on available information at 172 identified locations. On that date, 15 sites accounted for $29 million of the liability, and no individual site was considered to be material. NS 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 172 locations, certain NS 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' 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. NS estimates its environmental remediation liability on a site-by-site basis, using assumptions and judgments that management deems appropriate for each site. As a result, it is not practical to quantitatively describe the effects of changes in these many assumptions and judgments. NS has consistently applied its methodology of estimating its environmental liabilities. Based on its assessment of the facts and circumstances now known, management believes that it has recorded the probable costs for dealing with those environmental matters of which NS is aware. Further, management believes K35 that it is unlikely that any known matters, either individually or in the aggregate, will have a material adverse effect on NS' financial position, results of operations or liquidity. Norfolk Southern 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, if any, 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 liabilities will be reflected in expenses in the periods in which such adjustments are known. On Oct. 19, 2006, the Pennsylvania Department of Environmental Protection (PDEP) issued an assessment of civil penalties against NS and filed a complaint for civil penalties with the Pennsylvania Environmental Hearing Board (EHB) requesting that the EHB impose civil penalties upon NS for alleged violations of state environmental laws and regulations resulting from a discharge of sodium hydroxide which occurred as a result of the derailment of a NS train in Norwich Township, Pennsylvania, on June 30, 2006. The PDEP’s actions seek to impose combined penalties of $8,890,000 for alleged past violations and $46,420 per day for alleged ongoing violations of state environmental laws and regulations. NS believes that the monetary penalties sought by the PDEP are excessive. Accordingly, NS intends to vigorously defend the action and has appealed the fines to the EHB. In addition, NS expects the Pennsylvania Fish and Boat Commission to impose a monetary penalty on NS for damages alleged to have been caused by this accident. NS does not believe that the outcome of these proceedings will have a material effect on its financial position, results of operations, or liquidity. Income Taxes NS' net long-term deferred tax liability totaled $6.4 billion at Dec. 31, 2006 (see Note 3). This liability is estimated based on the expected future tax consequences of items recognized in the financial statements. After application of the federal statutory tax rate to book income, judgment is required with respect to the timing and deductibility of expenses in the corporate income tax returns. For state income and other taxes, judgment is also required with respect to the apportionment among the various jurisdictions. A valuation allowance is recorded if management expects that it is more likely than not that its deferred tax assets will not be realized. NS had a $9 million valuation allowance on $637 million of deferred tax assets as of Dec. 31, 2006, reflecting the expectation that most of these assets will be realized. In addition, NS has a recorded liability for its estimate of potential income tax exposures. Management believes this liability for potential exposure to be adequate. Income tax expense is adjusted to the extent the final outcome of these matters differs from the amounts recorded. For every one half percent change in the 2006 effective rate net income would have changed by $11 million. OTHER MATTERS Labor Agreements Approximately 26,000, or about 85%, of NS' railroad employees are covered by collective bargaining agreements with various labor unions. These agreements remain in effect until changed pursuant to the Railway Labor Act (RLA). NS largely bargains in concert with other major railroads. Moratorium provisions in the labor agreements govern when the railroads and the unions may propose labor agreement changes. The current bargaining round began in late 2004. Industry issues include contracting out of certain work and employee contributions for medical and other benefits. K36 After a period of direct negotiations, either party may file for mediation if it believes insufficient progress is being made. The status quo is preserved during mediation while a federal mediator assists the parties in their efforts to reach agreement. The railroads are currently in mediation with all of the involved labor unions. If the National Mediation Board, a federal agency, were to terminate mediation, it would, at that time, propose that the parties arbitrate their differences. A strike could occur 30 days thereafter if the parties did not accept arbitration. However, if arbitration is rejected by either party the President of the United States of America could then appoint an Emergency Board which would delay any strike for a further 60 days while the Board made recommendations and the parties engaged in further negotiations. The outcome of the negotiations cannot be determined at this point. Market Risks and Hedging Activities NS has used 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. In 2001, NS began a program to hedge a portion of its diesel fuel consumption. The intent of the program was to assist in the management of NS' aggregate risk exposure to fuel price fluctuations, which can significantly affect NS' operating margins and profitability, through the use of one or more types of derivative instruments. No new hedges have been entered into since May of 2004, and the last remaining contracts were settled in the second quarter of 2006, bringing an end to the benefits from the program. Diesel fuel costs represented 14% of NS' operating expenses for 2006, 11% for 2005 and 8% for 2004. NS 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. At Dec. 31, 2006, NS' debt subject to interest rate fluctuations totaled $237 million. A 1% point increase in interest rates would increase NS' total annual interest expense related to all its variable debt by approximately $2 million. Management considers it unlikely that interest rate fluctuations applicable to these instruments will result in a material adverse effect on NS' financial position, results of operations or liquidity. Some of NS' capital leases, which carry an average fixed rate of 7%, were effectively converted to variable rate obligations using interest rate swap agreements. On Dec. 31, 2006, the average pay rate under these agreements was 6%, and the average receive rate was 7%. During 2006 and 2005, the effect of the swaps was to reduce interest expense by $1 million and $2 million, respectively. A portion of the lease obligations is payable in Japanese yen. NS 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 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. New Accounting Pronouncements In June 2006, the FASB issued Interpretation No. (FIN) 48, “Accounting for Uncertainty in Income Taxes.” This Interpretation clarifies accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. Under the guidelines of FIN 48, an entity should recognize the financial statement benefit of a tax position if it determines that it is more likely than not that the position will be sustained on examination. NS will adopt this Interpretation in the first quarter of 2007 and expects it will not have a material effect on NS’ consolidated financial statements. In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.” This statement requires an employer to recognize in its statement of financial position the overfunded or K37 underfunded status of defined benefit pension and postretirement plans measured as the difference between the fair value of plan assets and the benefit obligation. Employers must also recognize as a component of other comprehensive income, net of tax, the actuarial gains and losses and the prior service costs, credits and transition costs that arise during the period. NS adopted this statement in the fourth quarter of 2006 (see Note 10). In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment.” This statement establishes standards for accounting for transactions in which an entity exchanges its equity instruments for goods or services, such as stock-based compensation plans. NS adopted this standard in the first quarter of 2006 (see Note 1). Inflation In preparing financial statements, U.S. generally accepted accounting principles require the use of historical cost that disregards the effects of inflation on the replacement cost of property. NS, a capital-intensive company, has most of its capital invested in such assets. The replacement cost of these assets, as well as the related depreciation expense, would be substantially greater than the amounts reported on the basis of historical cost. Proposed Legislation and Regulations on Safety and Transportation of Hazardous Materials Regulations proposed by the Department of Homeland Security in late 2006 would mandate that railroads adopt chain of custody and security measures. If enacted, such regulations could cause service degradation and higher costs for the transportation of toxic inhalation hazard materials. In addition, certain local governments have sought to enact ordinances banning hazardous materials moving by rail within their borders. Some legislators have contemplated pre-notification requirements for hazardous material shipments. If promulgated, such ordinances could require the re-routing of hazardous materials shipments, with the potential for significant additional costs and network inefficiencies. Accordingly, NS will oppose efforts to impose unwarranted regulation in this area. 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; interest rates; the business environment in industries that produce and consume rail freight; competition and consolidation within the transportation industry; the operations of carriers with which NS interchanges; acts of terrorism or war; 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; disruptions to NS’ technology infrastructure including computer systems; and natural events such as severe weather, hurricanes and floods. For more discussion about each risk factor, see Part I, Item 1A “Risk Factors.” Forward-looking statements are not, and should not be relied upon as a guarantee 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. NS undertakes no obligation to update or revise forward-looking statements. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. The information required by this item is included in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Market Risks and Hedging Activities.” K38 Item 8. Financial Statements and Supplementary Data. INDEX TO FINANCIAL STATEMENTS Report of Management Reports of Independent Registered Public Accounting Firm Consolidated Statements of Income Years ended Dec. 31, 2006, 2005 and 2004 Consolidated Balance Sheets As of Dec. 31, 2006 and 2005 Consolidated Statements of Cash Flows Years ended Dec. 31, 2006, 2005 and 2004 Consolidated Statements of Changes in Stockholders' Equity Years ended Dec. 31, 2006, 2005 and 2004 Notes to Consolidated Financial Statements The Index to Consolidated Financial Statement Schedule in Item 15 Page K40 K41 K44 K45 K46 K47 K48 K83 K39 Report of Management February 20, 2007 To the Stockholders Norfolk Southern Corporation Management is responsible for establishing and maintaining adequate internal control over financial reporting. In order to ensure that the Corporation's internal control over financial reporting is effective, management regularly assesses such controls and did so most recently for its financial reporting as of December 31, 2006. This assessment was based on criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that the Corporation maintained effective internal control over financial reporting as of December 31, 2006. KPMG LLP, independent registered public accounting firm, has audited the Corporation's financial statements and has reported on management's assessment of the effectiveness of the Corporation's internal control over financial reporting as of December 31, 2006. /s/ Charles W. Moorman Charles W. Moorman Chairman, President and Chief Executive Officer /s/ Henry C. Wolf Henry C. Wolf Vice Chairman and Chief Financial Officer /s/ Marta R. Stewart Marta R. Stewart Vice President and Controller K40 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Norfolk Southern Corporation: We have audited management’s assessment, included in the accompanying Report of Management, that Norfolk Southern Corporation maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Norfolk Southern Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of Norfolk Southern Corporation’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, management’s assessment that Norfolk Southern Corporation maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our opinion, Norfolk Southern Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). K41 Report of Independent Registered Public Accounting Firm Page 2 We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Norfolk Southern Corporation and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2006. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule as listed in Item 15(A)2. Our report dated February 20, 2007, expressed an unqualified opinion on the consolidated financial statements and financial statement schedule. /s/ KPMG LLP Norfolk, Virginia February 20, 2007 K42 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Norfolk Southern Corporation: We have audited the accompanying consolidated balance sheets of Norfolk Southern Corporation and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2006. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule as listed in Item 15(A)2. These consolidated financial statements and financial statement schedule are the responsibility of Norfolk Southern Corporation’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Norfolk Southern Corporation and subsidiaries as of December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. As discussed in note 1 to the consolidated financial statements, Norfolk Southern Corporation adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, effective January 1, 2006, and Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, effective December 31, 2006. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Norfolk Southern Corporation’s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 20, 2007, expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting. /s/ KPMG LLP Norfolk, Virginia February 20, 2007 K43 Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Income Years ended Dec. 31, 2005 ($ in millions, except earnings per share) 2006 2004 Railway operating revenues $ 9,407 $ 8,527 $ 7,312 Railway operating expenses: Compensation and benefits Materials, services and rents Conrail rents and services Depreciation Diesel fuel Casualties and other claims Other Total railway operating expenses Income from railway operations Other income – net Interest expense on debt 2,637 1,895 126 738 977 220 257 6,850 2,557 149 476 2,493 1,809 129 774 727 224 254 6,410 2,117 74 494 2,272 1,601 319 598 449 151 220 5,610 1,702 76 489 Income before income taxes 2,230 1,697 1,289 Provision for income taxes 749 416 379 Net income Per share amounts: Net income Basic Diluted $ $ $ 1,481 $ 1,281 $ 910 3.63 3.57 $ $ 3.17 3.11 $ $ 2.31 2.28 See accompanying notes to consolidated financial statements. K44 Norfolk Southern Corporation and Subsidiaries Consolidated Balance Sheets Assets Current assets: Cash and cash equivalents Short-term investments Accounts receivable – net Materials and supplies Deferred income taxes Other current assets Total current assets Investments Properties less accumulated depreciation Other assets Total assets Liabilities and stockholders' equity Current liabilities: Accounts payable Income and other taxes Other current liabilities Current maturities of long-term debt Total current liabilities Long-term debt Other liabilities Deferred income taxes Total liabilities Stockholders' equity: Common stock $1.00 per share par value, 1,350,000,000 shares authorized; issued 418,200,239 and 430,718,913 shares, Respectively Additional paid-in capital Unearned restricted stock Accumulated other comprehensive loss Retained income Less treasury stock at cost, 20,780,638 and 20,833,125 shares, Respectively Total stockholders' equity $ $ $ As of Dec. 31, 2006 2005 ($ in millions) 527 $ 391 992 151 186 153 2,400 1,755 21,098 775 26,028 $ 1,181 $ 205 216 491 2,093 6,109 1,767 6,444 16,413 418 1,303 -- (369) 8,283 (20) 9,615 289 968 931 132 167 163 2,650 1,558 20,735 916 25,859 1,163 231 213 314 1,921 6,616 1,415 6,631 16,583 431 992 (17) (77) 7,967 (20) 9,276 Total liabilities and stockholders' equity $ 26,028 $ 25,859 See accompanying notes to consolidated financial statements. K45 Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Cash Flows 2006 Years Ended Dec. 31, 2005 ($ in millions) 2004 $ 1,481 $ 1,281 $ 910 750 (8) (25) -- (54) (60) (19) (11) 38 114 2,206 (1,178) 119 (1,804) 2,179 (684) (278) 297 (964) -- (339) (1,284) 238 787 80 (37) -- (51) (94) (28) 20 55 92 2,105 (1,025) 110 (1,822) 910 (1,827) (194) 194 -- 433 (889) (456) (178) 609 200 (54) (40) (46) (71) (12) (18) 126 57 1,661 (1,041) 75 (396) 117 (1,245) (142) 162 -- 202 (455) (233) 183 289 467 284 $ 527 $ 289 $ 467 $ $ 473 $ 692 $ 485 $ 271 $ 483 146 Cash flows from operating activities Net income Reconciliation of net income to net cash provided by operating activities: Depreciation Deferred income taxes Equity in earnings of Conrail Gain on Conrail Corporate Reorganization Gains and losses on properties and investments Changes in assets and liabilities affecting operations: Accounts receivable Materials and supplies Other current assets Current liabilities other than debt Other – net Net cash provided by operating activities Cash flows from investing activities Property additions Property sales and other transactions Investments, including short-term Investment sales and other transactions Net cash used for investing activities Cash flows from financing activities Dividends Common stock issued – net Purchase and retirement of common stock Proceeds from borrowings Debt repayments Net cash used for financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents At beginning of year At end of year Supplemental disclosure of cash flow information Cash paid during the year for: Interest (net of amounts capitalized) Income taxes (net of refunds) See accompanying notes to consolidated financial statements. K46 Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Changes in Stockholders' Equity Common Stock Additional Paid-in Capital Accum. Other Compre- Retained hensive Income Loss ($ in millions, except per share amounts) Unearned Restricted Stock Treasury Stock Total Balance Dec. 31, 2003 $ 412 $ 521 $ (5) $ (44) $ 6,112 $ (20) $ 6,976 Comprehensive income Net income Other comprehensive income Total comprehensive income Dividends on Common Stock, $0.36 per share Stock-based compensation, including tax benefit of $30 Other Balance Dec. 31, 2004 Comprehensive income Net income Other comprehensive loss Total comprehensive income Dividends on Common Stock, $0.48 per share Stock-based compensation, including tax benefit of $47 Other Balance Dec. 31, 2005 Comprehensive income Net income Other comprehensive income Total comprehensive income Adoption of SFAS 158, net of tax Dividends on Common Stock, $0.68 per share Share repurchases Stock-based compensation, including tax benefit of $85 Other 20 910 (142) 910 20 930 (142) 210 3 (24) 6,880 (20) 7,977 (53) 1,281 (194) 1,281 (53) 1,228 (194) 261 4 (3) (8) (9) (17) (77) 7,967 (20) 9,276 9 421 204 3 728 10 431 260 4 992 2 (294) 1,481 (278) (879) (8) 1,481 2 1,483 (294) (278) (964) 390 2 (22) 9 (63) 372 2 17 Balance Dec. 31, 2006 $ 418 $ 1,303 $ - $ (369) $ 8,283 $ (20) $ 9,615 See accompanying notes to consolidated financial statements. K47 Norfolk Southern Corporation and Subsidiaries Notes to Consolidated Financial Statements The following Notes are an integral part of the Consolidated Financial Statements. 1. Summary of Significant Accounting Policies Description of Business Norfolk Southern Corporation is a Virginia-based holding company engaged principally in the rail transportation business, operating approximately 21,000 route miles primarily in the East and Midwest. These consolidated financial statements include Norfolk Southern Corporation (Norfolk Southern) and its majority-owned and controlled subsidiaries (collectively, NS). Norfolk Southern's major subsidiary is Norfolk Southern Railway Company (NSR). All significant intercompany balances and transactions have been eliminated in consolidation. The railroad transports raw materials, intermediate products and finished goods classified in the following market groups (percent of total railway operating revenues in 2006): coal (25%); intermodal (21%); metals/construction (12%); chemicals (12%); agriculture/consumer products/government (11%); automotive (10%); and paper/clay/forest products (9%). Although most of NS’ customers are domestic, ultimate points of origination or destination for some of the products transported (particularly coal bound for export and some intermodal containers) may be outside the United States. Approximately 85% of NS' railroad employees are covered by collective bargaining agreements with various labor unions. Use of Estimates The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management reviews its estimates, including those related to the recoverability and useful lives of assets, as well as liabilities for litigation, environmental remediation, casualty claims, income taxes, and pension and other postretirement benefits. Changes in facts and circumstances may result in revised estimates. Revenue Recognition Transportation revenue is recognized proportionally as a shipment moves from origin to destination and related expenses are recognized as incurred. Refunds (which are primarily volume-based incentives) are recorded as a reduction to revenues on the basis of management's best estimate of projected liability, which is based on historical activity, current traffic counts and the expectation of future activity. NS regularly monitors its contract refund liability, and historically, the estimates have not differed significantly from the amounts ultimately refunded. Switching, demurrage and other incidental service revenues are recognized when the services are performed. Derivatives NS does not engage in the trading of derivatives. NS uses derivative financial instruments to reduce the risk of volatility in its diesel fuel costs and in the management of its mix of fixed and floating-rate debt. Management has determined that these derivative instruments qualify as either fair-value or cash-flow hedges, having values that highly correlate with the underlying hedged exposures, and has designated such instruments as hedging transactions. Income and expense related to the derivative financial instruments are recorded in the same category as generated by the underlying asset or liability. Credit risk related to the derivative financial instruments is K48 considered to be minimal and is managed by requiring high credit standards for counterparties and periodic settlements (see Note 16). Stock-Based Compensation NS has stock-based employee compensation plans, which are more fully described in Note 11. Through Dec. 31, 2005, NS applied the intrinsic value recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees” (APB Opinion 25), and related interpretations in accounting for these plans (See “Required Accounting Changes in 2006,” below). The following table illustrates the effect on net income and earnings per share if NS had applied the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (SFAS 123), to stock-based employee compensation: Net income, as reported Add: Stock-based employee compensation expense as reported Deduct: Stock-based employee compensation expense determined under fair value method Pro forma net income Earnings per share: As reported Basic Diluted Pro forma Basic Diluted 2005 2004 ($ in millions except per share) $ $ $ $ $ $ 1,281 $ 46 (45) 1,282 3.17 3.11 3.17 3.10 $ $ $ $ $ 910 32 (44) 898 2.31 2.28 2.28 2.25 Required Accounting Changes in 2006 Effective January 1, 2006, NS adopted Statement of Financial Accounting Standards, No. 123(R), “Share-Based Payment,” [SFAS 123(R)]. This statement applies to awards granted, modified, repurchased or cancelled after the effective date as well as awards that are unvested at the effective date and includes, among other things, the requirement to expense the fair value of stock options. The standard also requires that awards to be settled in cash be measured at fair value at each reporting date until ultimate settlement. NS adopted SFAS 123(R) using the modified prospective method, which requires application of the standard to all awards granted, modified, repurchased or cancelled on or after January 1, 2006, and to all awards for which the requisite service has not been rendered as of such date. In accordance with the modified prospective approach, prior period financial statements have not been restated to reflect the impact of SFAS 123(R). As compared to amounts that would have been recognized under APB Opinion 25, the adoption of SFAS 123(R) resulted in $27 million of additional compensation expense for 2006, including the immediate expensing of 2006 grants made to retirement-eligible employees, which reduced net income by $20 million, or 5 cents per basic and diluted share. Under SFAS 123(R), all new awards granted to retirement eligible employees must be expensed immediately. Under APB Opinion No. 25 and related interpretations, such awards were amortized over the stated service period. Such awards were treated similarly under SFAS 123 in the pro forma amounts disclosed in the preceding table. K49 Effective Dec. 31, 2006, NS adopted Statement of Financial Accounting Standards (SFAS) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (see Note 10). Cash Equivalents “Cash equivalents” are highly liquid investments purchased three months or less from maturity. Allowance for Doubtful Accounts NS' allowance for doubtful accounts was $5 million at Dec. 31, 2006, and $6 million at Dec. 31, 2005. To determine its allowance for doubtful accounts, NS evaluates historical loss experience (which has not been significant), the characteristics of current accounts, as well as general economic conditions and trends. Materials and Supplies “Materials and supplies,” consisting mainly of fuel oil and items for maintenance of property and equipment, are stated at the lower of average cost or market. The cost of materials and supplies expected to be used in capital additions or improvements is included in “Properties.” Investments Debt securities classified as “held-to-maturity” are reported at amortized cost and marketable equity and debt securities classified as “trading” or “available-for-sale” are recorded at fair value. Unrealized after-tax gains and losses for investments designated as “available-for-sale,” are recognized in “Accumulated other comprehensive loss.” Investments where NS has the ability to exercise significant influence over but does not control the entity are accounted for using the equity method in accordance with APB Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock.” Properties “Properties” are stated principally at cost and are depreciated using group depreciation. Rail is depreciated primarily on the basis of use measured by gross ton-miles. Other properties are depreciated generally using the straight-line method over the lesser of estimated service or lease lives. Depletion of natural resources (see Note 2) is based on units of production. Depreciation in the Consolidated Statements of Cash Flows includes depreciation and depletion. NS capitalizes interest on major capital projects during the period of their construction. Expenditures, including those on leased assets that extend an asset's useful life or increase its utility, are capitalized. Costs related to repairs and maintenance activities that do not extend an asset’s useful life or increase its utility are expensed when such repairs are performed. When properties other than land and nonrail assets are sold or retired in the ordinary course of business, the cost of the assets, net of sale proceeds or salvage, is charged to accumulated depreciation, and no gain or loss is recognized through income. Gains and losses on disposal of land and nonrail assets are included in “Other income - net” (see Note 2) since such income is not a product of NS’ railroad operations. NS reviews the carrying amount of properties whenever events or changes in circumstances indicate that such carrying amount may not be recoverable based on future undiscounted cash flows. Assets that are deemed impaired as a result of such review are recorded at the lower of carrying amount or fair value. Reclassifications Certain comparative prior year amounts have been reclassified to conform to the current year presentation. K50 2. Other Income - Net Income from natural resources: Royalties from coal Nonoperating depletion and depreciation Subtotal Interest income Gains and losses from sale of properties and investments Rental income Equity in earnings of Conrail (Note 4) Corporate-owned life insurance – net Gain from Conrail Corporate Reorganization (Note 4) Equity in losses of partnerships Other interest expense Taxes on nonoperating property Charitable contributions Other Total 2006 2005 ($ in millions) 2004 $ $ 55 $ (12) 43 76 54 45 25 24 -- (68) (17) (9) (4) (20) 149 $ 54 $ (13) 41 41 49 42 37 4 -- (108) (6) (9) (4) (13) 74 $ 42 (11) 31 13 46 40 11 8 40 (61) (17) (8) (4) (23) 76 “Other income - net” includes income and costs not part of rail operations and the income generated by the activities of NS' noncarrier subsidiaries as well as the costs incurred by those subsidiaries in their operations. NS has a 40.5% interest in a limited liability company that owns and operates facilities that produce synthetic fuel from coal. The production of synthetic fuel results in tax credits as well as expenses related to the investments. The expenses are included in “Equity in losses of partnerships” above. “Other current assets” in the Consolidated Balance Sheets includes prepaid interest of $50 million at Dec. 31, 2006, and $47 million at Dec. 31, 2005, arising from corporate-owned life insurance borrowings. 3. Income Taxes Provision for Income Taxes Current: Federal State Total current taxes Deferred: Federal State Total deferred taxes 2006 2005 ($ in millions) 2004 $ 666 $ 91 757 283 $ 53 336 3 (11) (8) 220 (140) 80 133 46 179 181 19 200 379 Provision for income taxes $ 749 $ 416 $ K51 Reconciliation of Statutory Rate to Effective Rate The “Provision for income taxes” in the Consolidated Statements of Income differs from the amounts computed by applying the statutory federal corporate tax rate as follows: 2006 2005 2004 Amount % Amount % Amount % ($ in millions) Federal income tax at statutory rate State income taxes, net of federal tax effect Tax credits Ohio rate change, net of federal tax effect Equity in earnings of Conrail Gain from Conrail Corporate Reorganization Other – net Provision for income taxes $ $ 780 35 $ 594 35 $ 451 52 (62) -- (7) -- (14) 749 2 (3) -- -- -- -- 40 (104) (96) (10) -- (8) 2 (6) (6) -- -- -- 34 $ 416 25 $ 42 (80) -- (18) (14) (2) 379 35 3 (7) -- (1) (1) -- 29 In June 2005, 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 phased elimination of the Corporate Franchise Tax resulted in a reduction in NS’ deferred income tax liability, as required by Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes,” which, as noted above, decreased deferred tax expense by $96 million. Deferred Tax Assets and Liabilities Certain items are reported in different periods for financial reporting and income tax purposes. Deferred tax assets and liabilities are recorded in recognition of these differences. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: Deferred tax assets: Compensation and benefits, including post-retirement Accruals, including casualty and other claims Other Total gross deferred tax assets Less valuation allowance Net deferred tax asset $ Deferred tax liabilities: Property Other Total gross deferred tax liabilities Net deferred tax liability Net current deferred tax asset Dec. 31, 2006 2005 ($ in millions) 382 211 44 637 (9) 628 (6,659) (227) (6,886) (6,258) 186 $ 160 207 49 416 (10) 406 (6,632) (238) (6,870) (6,464) 167 Net long-term deferred tax liability $ (6,444) $ (6,631) K52 Except for amounts for which a valuation allowance has been provided, management believes that it is more likely than not that future taxable income will be sufficient to realize the deferred tax assets. The valuation allowance at the end of each year relates to subsidiary state income tax net operating losses that may not be utilized prior to their expiration. The total valuation allowance decreased $1 million in 2006, $3 million in 2005 and $1 million in 2004. Internal Revenue Service (IRS) Reviews Consolidated federal income tax returns have been examined and Revenue Agent Reports have been received for all years up to and including 2003. In 2004, the favorable resolution of the IRS audit of a synthetic fuel-related investment is reflected in the “Tax credits” line of the reconciliation of statutory rate to the effective rate. The consolidated federal income tax returns for 2004 and 2005 are being audited by the IRS. Management believes that adequate provision has been made for any additional taxes and interest thereon that might arise as a result of IRS examinations. 4. Investments Short-term investments with average maturities at Dec. 31, 2006: Federal government notes, 5 months Corporate notes, 4 months Commercial paper, 2 months Municipal debt, 1 month Other short-term investments, less than one month Total short-term investments Long-term investments: Investment in Conrail Inc. Other equity method investments Company-owned life insurance at net cash surrender value Other investments Total long-term investments Dec. 31, 2006 2005 ($ in millions) $ $ $ $ 124 117 74 22 54 391 849 451 310 145 1,755 $ $ $ $ 348 290 251 43 36 968 812 331 276 139 1,558 The $391 million in “Short-term investments” is classified as available-for-sale, of which approximately three- quarters mature within six months. Unrealized gains from short-term investments were approximately $1 million at Dec. 31, 2006, and unrealized losses from short-term investments were approximately $1 million at Dec. 31, 2005. Other equity method investments, shown above, includes NS’ $100 million investment in MSLLC, a joint venture formed with Kansas City Southern, made in 2006. Investment in Conrail and Operations Over Its Lines Overview Through a limited liability company, Norfolk Southern and CSX Corporation (CSX) jointly own Conrail Inc. (Conrail), whose primary subsidiary is Consolidated Rail Corporation (CRC). NS has a 58% economic and 50% voting interest in the jointly owned entity, and CSX has the remainder of the economic and voting interests. CRC owns and operates certain properties (the Shared Assets Areas) for the joint and exclusive K53 benefit of NSR and CSX Transportation Inc. (CSXT). The costs of operating the Shared Assets Areas are borne by NSR and CSXT based on usage. In addition, NSR and CSXT pay CRC a fee for access to the Shared Assets Areas. Conrail Corporate Reorganization On August 27, 2004, NS, CSX and Conrail completed a reorganization of Conrail (Conrail Corporate Reorganization), which established direct ownership and control by NSR and CSXT of two former CRC subsidiaries, Pennsylvania Lines LLC (PRR) and New York Central Lines LLC (NYC), respectively. Prior to the Conrail Corporate Reorganization, NSR operated the routes and assets of PRR and CSXT operated the routes and assets of NYC, each in accordance with operating and lease agreements. Pursuant to the Conrail Corporate Reorganization, the operating and lease agreements were terminated and PRR and NYC were merged into NSR and CSXT, respectively. The reorganization did not involve the Shared Assets Areas and did not affect the competitive rail service provided in the Shared Assets Areas. Conrail continues to own, manage and operate the Shared Assets Areas as previously approved by the Surface Transportation Board (STB). As a part of the Conrail Corporate Reorganization, Conrail restructured its existing unsecured and secured public indebtedness, with the consent of Conrail’s debtholders. Prior to the restructuring, there were two series of unsecured public debentures with an outstanding principal amount of approximately $800 million and 13 series of secured debt with an outstanding principal amount of approximately $300 million. Guaranteed debt securities were offered in an approximate 58%/42% ratio in exchange for Conrail’s unsecured debentures. Of the $800 million unsecured public debentures, $779 million were tendered and accepted for exchange, and NSR issued unsecured public debentures with a total principal of $452 million and an issue-date fair value of $595 million. Conrail’s secured debt and lease obligations remain obligations of Conrail and are supported by leases and subleases which are the direct lease and sublease obligations of NSR or CSXT. Substantially all of these NSR obligations are capital leases and, accordingly, are a component of NS’ capital lease obligations (see Note 7). NS accounted for the transaction at fair value, which resulted in the recognition of a $40 million net gain (reported in “Other income – net”) in 2004 from the tax-free distribution to NS of a portion of its investment in Conrail. Originally in 2004, the gain was calculated and reported as $53 million. However, in December 2006, CSX determined that the value for a portion of a rail yard transferred from Conrail to CSX had been omitted. Accordingly, the gain was adjusted in the accompanying Consolidated Statement of Income for 2004 to reflect an immaterial correction of $13 million. In addition, the Consolidated Balance Sheet as of December 31, 2005 reflects corresponding adjustments to the amounts previously reported for Investments (reduction of $32 million), Properties (increase of $30 million), Deferred income tax liabilities (increase of $11 million) and Retained income (decrease of $13 million). NS concluded that fair value was the appropriate measurement for 42% of PRR because the transaction resulted in the complete ownership and control of PRR. The remaining 58% of PRR was recorded at NS’ carryover basis. As a result of the transaction, NS’ investment in Conrail does not include amounts related to PRR and NYC beginning in 2005. Instead the assets and liabilities of PRR are reflected in their respective line items in NS’ Consolidated Balance Sheet and amounts due to PRR were extinguished. K54 The following summarizes the effect of this 2004 transaction, as adjusted for the immaterial correction described above ($ in millions): Properties Extinguishment of amounts due to PRR Other assets and liabilities, net Deferred income taxes Long-term debt, including current maturities Net assets received Investment in Conrail Gain from Conrail Corporate Reorganization $ $ 8,398 870 177 (3,124) (734) 5,587 (5,547) 40 The amounts shown above for the net assets received reflect the fair value of such assets. Properties were valued based on information received from an independent valuation consultant. The assets of PRR included the note due from NSR discussed below under the heading “Related Party Transactions,” which resulted in its effectively being extinguished. Debt was recorded at fair value based on interest rates at the time of the reorganization. The reduction to NS’ investment in Conrail represented the removal of amounts related to NS’ equity interests in PRR and NYC as well as amounts related to the Conrail debt that was exchanged or effectively assumed by the leases and subleases entered into to support those obligations. On the Consolidated Statements of Income, “Conrail rents and services” was reduced as a result of the 2004 transaction. After the Conrail Corporate Reorganization, “Conrail rents and services” reflects only the expenses associated with the Shared Assets Areas, and other expenses (primarily the depreciation related to the PRR assets) are reflected in their respective line items in the Consolidated Statements of Income. The transaction’s impact on 2004 net income was the $40 million gain discussed above. Prospectively, the transaction will have no effect on revenues and will not have a significant ongoing effect on net income. Had the transaction been consummated before the periods presented, there would have been no change in revenues and no significant change to net income. NS is continuing to apply the equity method of accounting to its remaining investment in Conrail in accordance with APB Opinion No. 18, "The Equity Method of Accounting for Investments in Common Stock." NS is amortizing the excess of the purchase price over Conrail's net equity using the principles of purchase accounting, based primarily on the estimated remaining useful lives of Conrail's depreciable property and equipment, including the related deferred tax effect of the differences in tax and accounting bases for certain assets, as all of the purchase price at acquisition was allocable to Conrail’s tangible assets and liabilities. At Dec. 31, 2006, the difference between NS' investment in Conrail and its share of Conrail's underlying net equity was $556 million. Related-Party Transactions CRC owns and operates the Shared Assets Areas for the joint and exclusive benefit of NSR and CSXT. NSR and CSXT pay CRC a fee for joint and exclusive access to the Shared Assets Areas. In addition, NSR and CSXT pay, based on usage, the costs incurred by CRC to operate the Shared Assets Areas. Future minimum lease payments due to CRC under the Shared Assets Areas agreements are as follows: $26 million in each of 2007 through 2011 and $318 million thereafter. K55 The components of "Conrail rents and services" are as follows: Years Ended Dec. 31, 2006 2005 ($ in millions) 2004 Expenses for amounts due to CRC for operation of the Shared Assets Areas Amounts due to PRR for use by NSR of operating properties and equipment (prior to the Conrail Corporate Reorganization) NS’ equity in the earnings of Conrail, net of amortization (prior to the Conrail Corporate Reorganization)* Conrail rents and services $ 126 $ 129 $ 129 -- -- 233 -- 126 $ -- 129 $ (43) 319 $ *After the reorganization, NS’ equity in the earnings of Conrail, net of amortization, is included in “Other income – net,” (see Note 2). Prior to the Conrail Corporate Reorganization, a significant portion of the payments made to PRR was borrowed back from a subsidiary of PRR under a note due in 2032. Amounts outstanding under this note comprised the long-term balance of “Due to Conrail,” and this note was effectively extinguished by the reorganization. "Due to Conrail" included in “Accounts payable” (see Note 6) is composed principally of amounts related to expenses included in "Conrail rents and services," as discussed above. “Long-term advances from Conrail,” included in “Other liabilities” (see Note 9), bear interest at an average rate of 4.4% and are due in 2035. NS 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 $7 million annually. Summary Financial Information – Conrail As a result of the Conrail Corporate Reorganization discussed above, two CRC subsidiaries, PRR and NYC, were distributed to NS and CSX, respectively, and CRC’s public indebtedness was restructured. The results of the operations of these subsidiaries are presented in the following 2004 financial information as “Discontinued Operations.” The 2006, 2005 and 2004 summarized information was derived from unaudited financial statements. Summarized Income Statement Information - Conrail 2006 Years Ended Dec. 31, 2005 ($ in millions) 2004 Operating revenues Operating income (loss) Income from continuing operations Discontinued operations (PRR and NYC) Net income $ $ $ $ $ 373 16 47 -- 47 $ $ $ $ $ 378 $ 32 $ 85 $ -- $ 85 $ 352 (18) 22 119 140 Note: Conrail adopted FIN No. 46 “Consolidation of Variable Interest Entities,” effective Jan. 1, 2004, and recorded a $1 million net adjustment for the cumulative effect of this change in accounting on years prior to 2004. K56 Summarized Balance Sheet Information - Conrail Assets: Current assets Noncurrent assets Total assets Liabilities and stockholders' equity: Current liabilities Noncurrent liabilities Stockholders' equity Total liabilities and stockholders' equity As of Dec. 31, 2006 2005 ($ in millions) $ $ $ $ 280 $ 1,043 1,323 $ 263 $ 555 505 1,323 $ 233 1,242 1,475 233 807 435 1,475 Note: Current assets include amounts due from NS and CSX totaling $173 million at Dec. 31, 2006, and $134 million at Dec. 31, 2005. Noncurrent assets include amounts due from NS and CSX totaling $351 million at Dec. 31, 2006, and $413 million at Dec. 31, 2005. Current liabilities include amounts payable to NS and CSX totaling $4 million at Dec. 31, 2006, and $6 million at Dec. 31, 2005. 5. Properties Land Railway property: Road Equipment Other property Less accumulated depreciation Dec. 31, 2006 2005 ($ in millions) Depreciation Rate for 2006 $ 2,082 $ 2,088 18,725 7,085 471 28,363 (7,265) 18,161 6,838 469 27,556 (6,821) 2.6% 3.7% 2.6% Net properties $ 21,098 $ 20,735 Railway property includes $602 million at Dec. 31, 2006 and 2005, of assets recorded pursuant to capital leases with accumulated amortization of $192 million and $170 million at Dec. 31, 2006 and 2005, respectively. Other property includes the costs of obtaining rights to natural resources of $337 million at Dec. 31, 2006 and 2005, with accumulated depletion of $165 million and $157 million at Dec. 31, 2006 and 2005, respectively. Capitalized Interest Total interest cost incurred on debt in 2006, 2005 and 2004 was $489 million, $505 million and $499 million, respectively, of which $13 million, $11 million and $10 million was capitalized. K57 6. Current Liabilities Accounts payable: Accounts and wages payable Casualty and other claims Vacation liability Equipment rents payable – net Due to Conrail Other Total Other current liabilities: Interest payable Retiree benefit obligations (Note 10) Liabilities for forwarded traffic Other Total 7. Long-term Debt Dec. 31, 2006 2005 ($ in millions) $ $ $ $ 569 301 120 96 68 27 1,181 88 53 50 25 216 $ $ $ $ 571 291 119 101 56 25 1,163 100 45 47 21 213 Dec. 31, 2006 2005 ($ in millions) Notes and debentures at average rates and maturities as follows: 7.01%, maturing to 2011 6.67%, maturing 2014 and 2017 8.25%, maturing 2020 to 2025 7.12%, maturing 2027 to 2031 7.21%, maturing 2037 and 2043 7.02%, maturing 2097 and 2105 Equipment obligations at an average rate of 6.02%, maturing to 2014 Capitalized leases at an average rate of 4.87%, maturing to 2024 Other debt at an average rate of 7.31%, maturing to 2019 Discounts and premiums, net Total long-term debt Less current maturities Long-term debt excluding current maturities Long-term debt maturities subsequent to 2007 are as follows: 2008 2009 2010 2011 2012 and subsequent years Total $ $ $ $ 1,540 981 764 1,290 855 650 306 231 113 (130) 6,600 (491) 6,109 368 475 339 337 4,590 6,109 $ $ 1,740 991 764 1,300 855 650 363 290 113 (136) 6,930 (314) 6,616 In May 2005, NS issued $717 million of 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 K58 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 is included in “Discounts and premiums, net.” The premium is being amortized as additional interest expense over the terms of the new debt, resulting in effective interest rates of 8.7% for the 2029 notes and 9.0% for the 2025 notes. In August 2004, pursuant to the Conrail Corporate Reorganization (see Note 4), NSR issued unsecured public debentures with a total principal of $452 million ($314 million at 9.75% due 2020 and $138 million at 7.875% due 2043) and fair value of $595 million. This difference is included in “Discounts and premiums, net” and is being amortized as a reduction of interest expense over the terms of the notes, resulting in effective interest rates of 6.0% for the 2020 notes and 6.2% for the 2043 notes. The railroad equipment obligations and the capitalized leases are secured by liens on the underlying equipment. Certain lease obligations require the maintenance of yen-denominated deposits, which are pledged to the lessor to satisfy yen-denominated lease payments. These deposits are included in “Other assets” on the balance sheet and totaled $85 million at Dec. 31, 2006, and $87 million at Dec. 31, 2005. Shelf Registration NS has on file with the Securities and Exchange Commission a Form S-3 shelf registration statement, covering the issuance of registered debt or equity securities, with $700 million of available capacity. In 2005, NS issued $300 million of 6% senior notes due March 2105 under this shelf registration statement. Credit Agreement, Debt Covenants and Commercial Paper NS has in place a five-year $1 billion credit facility expiring in 2009. Any borrowings under the credit agreement are contingent on the continuing effectiveness of the representations and warranties made at the inception of the agreement. NS is subject to various financial covenants with respect to its debt and under its credit agreement, including a minimum net worth requirement, a maximum leverage ratio restriction, certain restrictions on the issuance of further debt by NS or its subsidiaries and the consolidation, merger or sale of substantially all of NS’ assets. At Dec. 31, 2006, NS was in compliance with all financial covenants. NS has the ability to issue commercial paper supported by its $1 billion credit agreement. At Dec. 31, 2006, and Dec. 31, 2005, NS had no outstanding commercial paper or borrowings under the credit agreement. 8. Lease Commitments NS is committed under long-term lease agreements, which expire on various dates through 2067, for equipment, lines of road and other property. The following amounts do not include payments to CRC under the Shared Assets Areas agreements (see Note 4). Future minimum lease payments and operating lease expense are as follows: 2007 2008 2009 2010 2011 2012 and subsequent years Total Less imputed interest on capital leases at an average rate of 5.2% Present value of minimum lease payments included in debt K59 Operating Leases Capital Leases ($ in millions) $ $ 166 146 128 110 79 458 1,087 $ $ $ 77 46 58 24 21 23 249 (18) 231  Operating Lease Expense Minimum rents Contingent rents Total 2006 2005 ($ in millions) 2004 $ $ 197 79 276 $ $ 190 75 265 $ $ 151 65 216 Contingent rents is primarily comprised of rent paid to other railroads for joint facility operations and are based on usage. 9. Other Liabilities Retiree health and death benefit obligations (Note 10) Casualty and other claims (Note 17) Deferred compensation Net pension obligations (Note 10) Long-term advances from Conrail (Note 4) Other Total 10. Pensions and Other Postretirement Benefits Dec. 31, 2006 2005 ($ in millions) $ $ 621 $ 471 149 144 133 249 1,767 $ 364 421 143 106 133 248 1,415 Norfolk Southern and certain subsidiaries have both funded and unfunded defined benefit pension plans covering principally salaried employees. Norfolk Southern and certain subsidiaries also provide specified health care and death benefits to eligible retired employees and their dependents. Under the present plans, which may be amended or terminated at NS' option, a defined percentage of health care expenses is covered, reduced by any deductibles, copayments, Medicare payments and, in some cases, coverage provided under other group insurance policies. Required Accounting Change As of Dec. 31, 2006, NS adopted SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS 158). This statement requires an employer to recognize in its statement of financial position the overfunded or underfunded status of defined benefit pension and postretirement plans measured as the difference between the fair value of plan assets and the benefit obligation. Employers must also recognize as a component of other comprehensive income, net of tax, the actuarial gains and losses and the prior service costs, credits and transition costs that arise during the period. As a result of adopting this standard, NS reduced its pension asset by $217 million and increased its pension and postretirement liabilities by $258 million in its Consolidated Balance Sheet, with a corresponding reduction to stockholders’ equity of $292 million (net of tax) reflected as an increase to accumulated other comprehensive loss. The adoption of SFAS 158 has no impact on years prior to 2006 and has no effect on the calculation of expenses for pensions and post- retirement benefits. K60 The following table illustrates the incremental effect of applying SFAS 158 to NS’ pension and postretirement plans on individual line items in NS’ Consolidated Balance Sheet at Dec. 31, 2006. Before application of SFAS 158 at Dec. 31, 2006 Adjustments ($ in millions) After application of SFAS 158 at Dec. 31, 2006 Noncurrent pension asset Total assets $ 658 26,245 $ (217) (217) $ 441 26,028 Current liabilities: Postretirement benefits liability Pension liability Noncurrent liabilities: Post-retirement benefits liability Pension liability Deferred income taxes Total liabilities Accumulated other comprehensive loss 45 -- 390 125 6,627 16,338 23 -- 8 231 19 (183) 75 292 45 8 621 144 6,444 16,413 315 Total stockholders’ equity $ 9,907 $ (292) $ 9,615 NS’ adoption of SFAS 158 in 2006, as reflected in the Consolidated Statements of Changes in Stockholders’ Equity, includes a $2 million loss related to NS’ proportionate share of Conrail’s adoption of SFAS 158. K61 Pension and Other Postretirement Benefit Obligations and Plan Assets Other Postretirement Benefits Pension Benefits 2006 2005 ($ in millions) 2006 Change in benefit obligations Benefit obligation at beginning of year Service cost Interest cost Settlement Actuarial losses Benefits paid Benefit obligation at end of year Change in plan assets Fair value of plan assets at beginning of year Actual return on plan assets Employer contribution Benefits paid Fair value of plan assets at end of year $ 1,642 $ 27 88 -- 6 (113) 1,650 1,574 $ 23 87 -- 72 (114) 1,642 754 $ 19 42 -- 14 (44) 785 1,824 220 8 (113) 1,939 1,806 126 6 (114) 1,824 108 11 44 (44) 119 2005 701 17 40 (12) 60 (52) 754 105 3 52 (52) 108 Funded status at end of year $ 289 $ 182 $ (666) $ (646) Amounts recognized in the Consolidated Balance Sheets consist of: Noncurrent assets Current liabilities Noncurrent liabilities Accumulated other comprehensive loss Net amount recognized Amounts recognized in accumulated other comprehensive loss (pretax) consist of: Impact of implementation of SFAS 158 Minimum pension liability $ $ $ 441 $ (8) (144) -- 289 $ 612 $ -- (106) 26 532 $ -- $ (45) (621) -- (666) $ -- (45) (364) -- (409) 244 $ -- -- $ 26 231 $ -- -- -- During 2005, NS distributed split dollar life insurance policies to eligible retired employees, which resulted in a $12 million reduction of the postretirement benefit obligation. NS’ unfunded pension plans, included above, which in all cases have no assets and therefore have an accumulated benefit obligation in excess of plan assets, had projected benefit obligations of $152 million at Dec. 31, 2006, and $134 million at Dec. 31, 2005, and had accumulated benefit obligations of $125 million at Dec. 31, 2006, and $106 million at Dec. 31, 2005. K62 Pension and Other Postretirement Benefit Cost Components Pension benefits Service cost Interest cost Expected return on plan assets Amortization of prior service cost Amortization of net losses Net benefit Other postretirement benefits Service cost Interest cost Expected return on plan assets Amortization of prior service benefit Amortization of net losses Net cost 2006 2005 ($ in millions) 2004 $ $ $ $ 27 $ 88 (159) 2 13 (29) $ 19 $ 42 (10) (8) 27 70 $ 23 $ 87 (149) 2 14 (23) $ 17 $ 40 (9) (8) 22 62 $ 18 89 (149) 3 3 (36) 15 39 (12) (9) 16 49 The estimated net loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next year are $9 million and $2 million, respectively. The estimated net loss and prior service benefit for the other defined benefit postretirement plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next year are $23 million and $8 million, respectively. Pension Assumptions Pension and other postretirement benefit costs are determined based on actuarial valuations that reflect appropriate assumptions as of the measurement date, ordinarily the beginning of each year. The funded status of the plans is determined using appropriate assumptions as of each year end. A summary of the major assumptions follows: Funded status: Discount rate Future salary increases Pension cost: Discount rate Return on assets in plans Future salary increases Health Care Cost Trend Assumptions 2006 5.75% 4.5% 5.50% 9% 4.5% 2005 5.50% 4.5% 5.75% 9% 4.5% 2004 5.75% 4.5% 6.25% 9% 4.5% For measurement purposes at Dec. 31, 2006 increases in the per capita cost of covered health care benefits were assumed to be 10% for 2006 and 9% for 2007. It is assumed the rate will decrease gradually to an ultimate rate of 5% for 2011 and remain at that level thereafter. K63 Assumed health care cost trend rates have a significant effect on the amounts reported in the financial statements. To illustrate, a one-percentage-point change in the assumed health care cost trend would have the following effects: Increase (decrease) in: Total service and interest cost components Postretirement benefit obligation Asset Management One percentage point Increase Decrease ($ in millions) $ $ 8 $ 89 $ (7) (75) Eleven investment firms manage NS’ defined benefit pension plan’s assets under investment guidelines approved by the Board of Directors. Investments are restricted to domestic fixed income securities, international fixed income securities, domestic and international equity investments and unleveraged exchange-traded options and financial futures. Limitations restrict investment concentration and use of certain derivative instruments. The target asset allocation for equity is 75% of the pension plan’s assets. Fixed income investments must have an average rating of “AA” or better and all fixed income securities must be rated “A” or better except bond index funds. Equity investments must be in liquid securities listed on national exchanges. No investment is permitted in the securities of Norfolk Southern Corporation or its subsidiaries (except through commingled pension trust funds). Investment managers’ returns are expected to meet or exceed selected market indices by prescribed margins. NS’ pension plan weighted-average asset allocations at Dec. 31, 2006 and 2005, by asset category, were as follows: Asset Category Percentage of plan assets at Dec. 31, 2005 2006 Equity securities Debt securities Total International equity securities included in equity securities above 77% 23% 100% 10% 76% 24% 100% 11% The postretirement benefit plan assets consist primarily of trust-owned variable life insurance policies with an asset allocation at Dec. 31, 2006, of 67% in equity securities and 33% in debt securities compared with 66% in equity securities and 34% in debt securities at Dec. 31, 2005. The target asset allocation for equity is between 50% and 75% of the plan’s assets. The plans’ assumed future returns are based principally on the asset allocation and on the historic returns for the plans’ asset classes determined from both actual plan returns and, over longer time periods, market returns for those asset classes. Contributions and Estimated Future Benefit Payments In 2007, NS expects to contribute approximately $8 million to its unfunded pension plans for payments to pensioners and $45 million to its other postretirement benefit plans for retiree health benefits. K64 Benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows: 2007 2008 2009 2010 2011 Years 2012-2016 Pension Benefits Other Postretirement Benefits ($ in millions) $ $ 113 112 113 114 116 620 45 48 50 53 54 290 The other benefit payments include an estimated annual reduction due to the Medicare Part D Subsidy of about $5 million. Other Postretirement Coverage Under collective bargaining agreements, NS and certain subsidiaries participate in a multi-employer benefit plan, which provides certain postretirement health care and life insurance benefits to eligible union employees. Premiums under this plan are expensed as incurred and amounted to $26 million in 2006 and 2005, and $20 million in 2004. Section 401(k) Plans Norfolk Southern and certain subsidiaries provide Section 401(k) savings plans for employees. Under the plans, NS matches a portion of employee contributions, subject to applicable limitations. NS' expenses under these plans were $14 million in 2006, $13 million in 2005 and $12 million in 2004. 11. Stock-Based Compensation Under the stockholder-approved Long-Term Incentive Plan (LTIP), a committee of nonemployee directors of the Board or the chief executive officer (if delegated such authority by the committee) may grant stock options, stock appreciation rights (SARs), restricted shares, restricted stock units, performance shares and performance share units (PSUs), up to a maximum of 88,025,000 shares of Norfolk Southern Common Stock (Common Stock). Of these shares, 5,000,000 were approved by the Board for issuance to non-officer participants; as a broad-based issuance, stockholder approval was not required. In May 2005, the stockholders approved an amended LTIP which provided that 8,500,000 shares of stock previously approved for issuance under LTIP could be granted as restricted shares, restricted stock unit shares or performance shares. Under the Board-approved Thoroughbred Stock Option Plan (TSOP), the committee may grant stock options up to a maximum of 6,000,000 shares of Common Stock. Options may be granted for a term not to exceed 10 years and are subject to a vesting period of at least one year. Option exercise prices are at not less than the fair market value of Common Stock on the effective date of the grant. The LTIP also permits the payment – on a current or a deferred basis and in cash or in stock – of dividend equivalents on shares of Common Stock covered by options, PSUs or restricted stock units in an amount commensurate with dividends paid on Common Stock. Tax absorption payments also are authorized for any awards under LTIP in amounts estimated to equal the federal and state income taxes applicable to shares of Common Stock issued subject to a share retention agreement. K65 During the first quarter of 2006, a committee of nonemployee directors of NS’ Board granted stock options, restricted shares, restricted stock units and PSUs pursuant to the LTIP and granted stock options pursuant to the TSOP. Accounting Method As disclosed in Note 1, prior to the adoption of SFAS 123(R), NS applied APB Opinion 25 and related interpretations in accounting for awards made under the plans. Accordingly, grants of PSUs, restricted shares, restricted share units, dividend equivalents, tax absorption payments and SARs resulted in charges to net income, while grants of stock options had no effect on net income. Under SFAS 123(R), all awards will result in charges to net income while dividend equivalents are charged to retained earnings. Related compensation costs were $129 million in 2006, $75 million in 2005 and $53 million in 2004. The total tax effect recognized in income in relation to stock-based compensation was a benefit of $44 million in 2006, $27 million in 2005 and $19 million in 2004. Stock Options In the first quarter of 2006, 1,188,700 options were granted under the LTIP and 238,000 options were granted under the TSOP. In each case, the grant price was $49.425, which was the fair market value of Common Stock on the date of grant, and the options have a term of ten years but may not be exercised prior to the first anniversary of the date of grant. Holders of the options granted under LTIP receive cash dividend equivalent payments for five years commensurate with dividends paid on Common Stock. The fair value of each option award in 2006 was measured on the date of grant using a lattice-based option valuation model. Expected volatilities are based on implied volatilities from traded options on Common Stock and historical volatility of Common Stock. NS uses historical data to estimate option exercises and employee terminations within the valuation model. The average expected option life is derived from the output of the valuation model and represents the period of time that options granted are expected to be outstanding. The average risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. For options granted that include dividend equivalent payments, a dividend yield of zero was used. For purposes of pro forma information required under SFAS 123, the fair value of the option awards in 2005 and 2004 was determined using the Black-Scholes option-pricing model. The assumptions for 2006, 2005 and 2004 are shown in the following table: Expected volatility range Average expected volatility Average expected option life Average risk-free interest rate Per-share grant-date fair value Options granted 2006 2005 2004 23.5% - 34.5% 27% 3.7 years 4.5% $13.47 1,427,400 n/a 33% 5 years 3.7% $12.19 1,353,600 n/a 35% 5 years 3.2% $7.95 4,580,500 K66 A summary of options outstanding as of Dec. 31, 2006 and changes during the twelve months then ended is presented below: Option Shares Weighted Avg. Exercise Price Outstanding at Dec. 31, 2005 Granted Exercised Forfeited Outstanding at Dec. 31, 2006 29,545,680 $ 1,427,400 (8,677,254) (19,300) 22,276,526 $ Exercisable at Dec. 31, 2006 20,858,826 $ 24.35 49.43 25.02 41.00 25.68 24.07 The aggregate intrinsic value of options outstanding at Dec. 31, 2006, was $548 million and had a weighted- average remaining life of 4.9 years. Of these options outstanding, 20,858,826 were exercisable and had an aggregate intrinsic value of $547 million with a weighted average remaining contractual life of 4.7 years. The following table provides information related to options exercised as of Dec. 31 for the respective years: 2006 2005 ($ in millions) 2004 Total intrinsic value Cash received upon exercise of options Related tax benefit realized $ $ $ 226 $ 212 $ 79 $ 139 $ 194 $ 47 $ 85 162 30 Prior to the adoption of SFAS 123(R), NS presented tax benefits generated from tax deductions in excess of compensation costs recognized for share-based awards (excess tax benefits) as operating cash flows in the Consolidated Statement of Cash Flows. Beginning in 2006, SFAS 123(R) requires excess tax benefits to be classified as financing cash flows. Accordingly, “Common stock issued – net” in the Consolidated Statement of Cash Flows for the year ended Dec. 31, 2006, included $85 million of such tax benefits. In November of 2005, the Board of Directors of NS changed the vesting periods on options granted in January 2005 from three years to one year in order to reduce future compensation expense. At the time, each of these options had an intrinsic value of approximately $9 and the modification resulted in less than $1 million of compensation expense. Restricted Shares and Restricted Stock Units Restricted share and restricted stock unit grants were 332,150 and 332,150, respectively, in 2006, with a grant- date fair value of $49.60 and a three-year restriction period, and were 576,240 and 384,160, respectively, in 2005, with a grant-date fair value of $34.10 and a five-year restriction period (that may, for restricted shares, be accelerated to a three-year restriction period upon achievement of specified performance measures), and were 359,040 and 239,360, respectively, in 2004 with a grant-date fair value of $22.02 and a three-year restriction period. K67 A summary of the status of restricted shares and restricted stock units as of Dec. 31, 2006, and changes during the twelve months then ended is presented below: Nonvested at Dec. 31, 2005 Granted Vested Forfeited Nonvested at Dec. 31, 2006 Shares 1,262,776 332,150 (473,294) (2,950) 1,118,682 Units 841,852 332,150 (319,696) (2,350) 851,956 $ Weighted - Average Grant-Date Fair Value 26.80 49.60 21.03 40.75 36.78 $ At Dec. 31, 2006, there was $11 million of total unrecognized compensation related to restricted shares and restricted stock units. That cost is expected to be recognized over a weighted-average period of approximately 1.7 years. The total fair value of the restricted shares vested and restricted stock units paid in cash during the twelve months ended Dec. 31, 2006, 2005 and 2004 was $40 million, $2 million and zero, respectively. The total related tax benefit realized was $6 million in 2006. Performance Share Units PSUs provide for awards based on achievement of certain predetermined corporate performance goals (total shareholder return, return on average invested capital and operating ratio) at the end of a three-year cycle. PSU grants and average grant-date fair values were 1,163,600 and $49.425 in 2006; 1,344,400 and $34.10 in 2005; and 831,000 and $22.02 in 2004. One-half of any PSUs earned will be paid in the form of shares of Common Stock with the other half to be paid in cash. A summary of the status of PSUs as of Dec. 31, 2006, and changes during the twelve months then ended is presented below: Balance Dec. 31, 2005 Granted Earned Paid in cash Unearned Forfeited Balance Dec. 31, 2006 Performance Share Units 3,118,400 1,163,600 (345,290) (345,290) (255,420) (34,200) 3,301,800 Weighted - Average Grant-Date Fair Value 26.49 49.43 19.63 19.63 19.63 34.38 36.46 $ $ As of Dec. 31, 2006, there was $30 million of total unrecognized compensation related to PSUs granted under the LTIP which is expected to be recognized over a weighted-average period of 1.2 years. The total fair value of PSUs earned and paid in cash during the twelve months ended Dec. 31, 2006, 2005 and 2004 was $34 million, $18 million and $10 million, respectively. K68 Shares Available and Issued Shares of stock available for future grants and issued in connection with all features of the LTIP and TSOP as of Dec. 31, were as follows: Available for future grants: LTIP TSOP Shares of Common Stock issued: LTIP TSOP 12. Stockholders' Equity Other Comprehensive Income (Loss) 2006 2005 2004 9,288,283 2,538,700 8,517,911 836,783 11,321,573 2,771,400 14,033,053 2,773,300 9,078,717 410,750 8,764,021 8,700 “Other comprehensive income (loss)” reported in the Consolidated Statements of Changes in Stockholders' Equity consisted of the following: Pretax Amount Tax (Expense) Benefit ($ in millions) Net-of-Tax Amount Year ended Dec. 31, 2006 Net gain (loss) arising during the year: Cash flow hedges Reclassification adjustments for gains included in net income Subtotal Unrealized gains on securities Minimum pension liability Other comprehensive income of equity investees Other comprehensive income (loss) Year ended Dec. 31, 2005 Net gain (loss) arising during the year: Cash flow hedges Reclassification adjustments for gains included in net income Subtotal Unrealized losses on securities Minimum pension liability Other comprehensive loss of equity investees Other comprehensive income (loss) Year ended Dec. 31, 2004 Net gain (loss) arising during the year: Cash flow hedges Reclassification adjustments for gains included in net income Subtotal Unrealized gains on securities Other comprehensive income (loss) $ (1) $ 1 $ (20) (21) 1 (10) 15 (15) 8 9 -- 4 4 $ 17 $ 92 $ (37) $ (148) (56) (1) (6) (13) (76) $ 58 21 -- 2 -- 23 $ -- (12) (12) 1 (6) 19 2 55 (90) (35) (1) (4) (13) (53) 171 $ (67) $ 104 (140) 31 1 32 $ 55 (12) -- (12) $ (85) 19 1 20 $ $ $ $ $ K69 Accumulated Other Comprehensive Loss “Accumulated other comprehensive loss” reported in the Consolidated Statements of Changes in Stockholders' Equity consisted of the following: Balance at Beginning of Year Net Gain (Loss) Reclassification Adjustments Balance at End of Year ($ in millions) Dec. 31, 2006 Unrealized gains on securities Cash flow hedges Minimum pension liability Pension and other postretirement liabilities Other comprehensive loss of equity investees Accumulated other comprehensive loss Dec. 31, 2005 Unrealized gains (losses) on securities Cash flow hedges Minimum pension liability Other comprehensive loss of equity investees Accumulated other comprehensive loss $ $ $ $ 13. Stock Purchase Program $ $ $ -- $ 12 (17) -- (72) 1 -- 17 (315) 17 (77) $ (280) 1 $ 47 (13) (59) (1) 55 (4) (13) -- $ (12) -- -- -- 1 -- -- (315) (55) (12) $ (369) -- $ (90) -- -- -- 12 (17) (72) (24) $ 37 $ (90) $ (77) In November 2005, NS’ Board of Directors authorized the repurchase of up to 50 million shares of Common Stock through the end of 2015. The timing and volume of purchases is guided by management’s assessment of market conditions and other pertinent facts. Near-term purchases under the program are expected to be made with internally generated cash; however, future funding sources could include proceeds from the sale of commercial paper notes or the increase of long-term debt. NS purchased and retired 21.8 million shares of its common stock under this program in 2006 at a cost of $964 million. 14. Earnings Per Share The following tables set forth the calculation of basic and diluted earnings per share: 2006 2005 ($ in millions except per share, shares in millions) 2004 Basic earnings per share: Income available to common stockholders Weighted-average shares outstanding Basic earnings per share $ $ 1,475 406.0 3.63 $ $ 1,281 $ 404.2 3.17 $ 910 394.2 2.31 Income available to common stockholders for 2006 reflects a $6 million reduction for the after-tax effect of dividend equivalent payments made to holders of vested stock options. K70 2006 2005 ($ in millions except per share, shares in millions) 2004 Diluted earnings per share: Income available to common stockholders Weighted-average shares outstanding per above Dilutive effect of outstanding options, PSUs and restricted shares (as determined by the application of the treasury stock method) Adjusted weighted-average shares outstanding Diluted earnings per share $ $ 1,481 406.0 8.7 414.7 3.57 $ $ 1,281 $ 404.2 8.1 412.3 3.11 $ 910 394.2 5.1 399.3 2.28 The diluted calculations exclude options whose exercise price exceeded the average market price of Common Stock as follows: 1 million in 2006, 1 million in 2005 and 13 million in 2004. 15. Fair Values of Financial Instruments The fair values of “Cash and cash equivalents,” “Short-term investments,” “Accounts receivable” and “Accounts payable” approximate carrying values because of the short maturity of these financial instruments. The fair value of corporate-owned life insurance approximates carrying value. The carrying amounts and estimated fair values for the remaining financial instruments, excluding derivatives (see Note 16) and investments accounted for under the equity method in accordance with APB Opinion No. 18, consisted of the following at Dec. 31: Investments Long-term debt 2006 2005 Carrying Amount Fair Value Carrying Amount Fair Value $ $ 145 (6,600) $ $ ($ in millions) 166 $ (7,370) $ 139 $ (6,930) $ 160 (7,934) Quoted market prices were used to determine the fair value of marketable securities; underlying net assets were used to estimate the fair value of other investments. The fair values of notes receivable are based on future discounted cash flows. The fair values of debt were estimated based on quoted market prices or discounted cash flows using current interest rates for debt with similar terms, company rating and remaining maturity. Carrying amounts of marketable securities reflect unrealized holding gains of $1 million on Dec. 31, 2006, and less than $1 million on Dec. 31, 2005. Sales of “available-for-sale” securities were immaterial for the years ended Dec. 31, 2006, 2005 and 2004; most short-term investments were redeemed at maturity. 16. Derivative Financial Instruments All derivatives are recognized in the financial statements as either assets or liabilities and are measured at fair value. Changes in fair value are recorded as adjustments to the assets or liabilities being hedged in “Other comprehensive loss,” or in current earnings, depending on whether the derivative is designated and qualifies for hedge accounting, the type of hedge transaction represented and the effectiveness of the hedge. The settlements of the hedges will result in the reclassification into diesel fuel expense of the related gains or losses recorded as a component of “Other comprehensive loss.” NS has used 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 does not engage in the trading of derivatives. Management has determined that its derivative financial instruments qualify as either fair-value or cash-flow hedges, having values that highly correlate with the underlying hedged exposures, and has designated such K71 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. Diesel Fuel Hedging In 2001, NS began a program to hedge a portion of its diesel fuel consumption. The intent of the program was to assist in the management of NS' aggregate risk exposure to fuel price fluctuations, which can significantly affect NS' operating margins and profitability, through the use of one or more types of derivative instruments. No new hedges have been entered into since May 2004, and the last remaining contracts were settled in the second quarter of this year, bringing an end to this program. The goal of this hedging strategy was to reduce the variability of fuel costs over an extended period of time while minimizing the incremental cost of hedging. The program provided that NS would not enter into any fuel hedges with a duration of more than 36 months, and that no more than 80% of NS' average monthly fuel consumption would be hedged for any month within any 36-month period. After taking into account the effect of the hedging, diesel fuel costs represented 14% of NS’ operating expenses for the year ended Dec. 31, 2006, 11% for the year ended Dec. 31, 2005 and 8% for the year ended Dec. 31, 2004. NS' fuel hedging activity resulted in decreases in diesel fuel expenses of $20 million, $148 million and $140 million for 2006, 2005 and 2004, respectively. Ineffectiveness, or the extent to which changes in the fair value of the heating oil contracts do not offset changes in the fair values of the expected diesel fuel transactions, was a $1 million expense in 2006, a $5 million expense in 2005 and a $5 million benefit in 2004. Interest Rate Hedging NS 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 had $83 million and $116 million, or less than 2%, of its fixed rate debt portfolio hedged as of Dec. 31, 2006, and Dec. 31, 2005, respectively, using interest rate swaps that qualify for and are designated as fair- value hedge transactions. NS’ interest rate hedging activity resulted in decreases in interest expenses of $1 million, $2 million and $6 million for 2006, 2005 and 2004, respectively. These swaps have been effective in hedging the changes in fair value of the related debt arising from changes in interest rates and there has been no impact on earnings resulting from ineffectiveness associated with these derivative transactions. Fair Values There were no diesel fuel derivative instruments outstanding at Dec. 31, 2006. The fair value of NS' diesel fuel derivative instruments at Dec. 31, 2005, was determined based upon current market values as quoted by independent 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 Statements of Cash Flows. “Accumulated other comprehensive loss,” a component of “Stockholders' equity,” included unrealized gains of zero at Dec. 31, 2006, and $20 million (pretax) at Dec. 31, 2005, related to the fair value of derivative fuel hedging transactions that will terminate within twelve months of the respective dates. Gains or losses actually realized were based on the fair value of the derivative fuel hedges at the time of termination. K72 The asset and liability positions of NS' outstanding derivative financial instruments were as follows: Interest rate hedges: Gross fair value asset position Gross fair value (liability) position Fuel hedges: Gross fair value asset position Gross fair value (liability) position Total net asset (liability) position 17. Commitments and Contingencies Lawsuits Dec. 31, 2006 2005 ($ in millions) $ $ 1 $ -- -- -- 1 $ 3 -- 20 -- 23 Norfolk Southern 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 earnings. 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 the recorded liability will be reflected in earnings in the periods in which such adjustments are known. NS was involved in mass tort litigation proceedings arising out of historic flooding events that occurred in West Virginia in 2001. In 2005, one of NS’ subsidiaries was identified as the target defendant for claims related to a specific sub-watershed. During the first quarter of 2006, the parties reached a settlement with respect to NS’ liability in this matter. The settlement did not have a material effect on the results of operations in the first quarter or for the year. Casualty Claims Casualty claims include employee personal injury and occupational claims as well as third-party claims, all exclusive of legal costs. NS engages an independent consulting actuarial firm to aid in valuing its liability for these claims. Job-related accidental injury and occupational claims are subject to the Federal Employers’ Liability Act (FELA), which is applicable only to railroads. FELA’s fault-based system produces results that are unpredictable and inconsistent as compared with a no-fault workers’ compensation system. The variability inherent in this system could result in actual costs being very different from the liability recorded. 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 and is supported by the most recent actuarial study. In all cases, NS records a liability when the expected loss for the claim is both probable and estimable. In 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 substantially all expenses related to this derailment above NS’ self-insured retention, including NS’ response costs and legal fees. Accordingly, the Consolidated Balance Sheets reflect a current and long-term receivable for estimated recoveries from NS’ insurance carriers. Expenses in 2005 included K73 $41 million related to this incident, representing NS’ retention under its insurance policies and other uninsured costs. 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 insurance 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 2005. NS expects at this time that insurance coverage is adequate to cover potential claims and settlements above its self-insurance retention. Employee personal injury claims – The largest component of casualties and other claims expense is employee personal injury costs. The actuarial firm engaged by NS provides quarterly studies to aid in valuing its employee personal injury liability and estimating its employee personal injury expense. The actuarial firm studies NS’ historical patterns of reserving for claims and subsequent settlements, taking into account relevant outside influences. The actuary uses the results of these analyses to estimate the ultimate amount of the liability, which includes amounts for incurred but unasserted claims. NS adjusts its liability to the actuarially determined amount on a quarterly basis. The estimate of loss liabilities is subject to inherent limitation given the difficulty of predicting future events such as jury decisions, court interpretations or legislative changes and as such the actual loss may vary from the actuarial estimate. Occupational claims – Occupational claims (including asbestosis and other respiratory diseases, as well as repetitive motion) are often not caused by a specific accident or event but rather result from a claimed exposure over time. Many such claims are being asserted by former or retired employees, some of whom have not been employed in the rail industry for decades. The actuarial firm provides an estimate of the occupational claims liability based upon NS’ history of claim filings, severity, payments and other pertinent facts. The liability is dependent upon management’s judgments made as to the specific case reserves as well as judgments of the consulting actuarial firm in the periodic studies. The actuarial firm’s estimate of ultimate loss includes a provision for those claims that have been incurred but not reported. This provision is derived by analyzing industry data and projecting NS’ experience into the future as far as can be reasonably determined. NS adjusts its liability to the actuarially determined amount on a quarterly basis. However, it is possible that the recorded liability may not be adequate to cover the future payment of claims. Adjustments to the recorded liability are reflected in operating expenses in the periods in which such adjustments become known. Third-party claims – NS records a liability for third-party claims including those for highway crossing accidents, trespasser and other injuries, automobile liability, property damage and lading damage. The actuarial firm assists with the calculation of potential liability for third-party claims, except lading damage, based upon NS’ experience including number and timing of incidents, amount of payments, settlement rates, number of open claims and legal defenses. The actuarial estimate includes a provision for claims that have been incurred but have not yet been reported. Each quarter NS adjusts its liability to the actuarially determined amount. Given the inherent uncertainty in regard to the ultimate outcome of third-party claims, it is possible that future settlement costs may differ from the estimated liability recorded. Environmental Matters NS is subject to various jurisdictions' environmental laws and regulations. It is NS' 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) on the balance sheet and are not netted against the associated NS liability. Environmental engineers regularly participate in ongoing evaluations of all known sites and in determining any necessary adjustments to liability estimates. NS also has an Environmental Policy Council, composed of senior managers, to oversee and interpret its environmental policy. NS' Consolidated Balance Sheets included liabilities for environmental exposures in the amount of $54 million at Dec. 31, 2006, and $58 million at Dec. 31, 2005 (of which $12 million was accounted for as a current liability at Dec. 31, 2006 and 2005). At Dec. 31, 2006, the liability represented NS' estimate of the probable cleanup and K74 remediation costs based on available information at 172 known locations compared with 189 locations at Dec. 31, 2005. On that date, 15 sites accounted for $29 million of the liability, and no individual site was considered to be material. NS 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 172 locations, certain NS 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' 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' traffic mix, particularly those classified as hazardous materials, can pose special risks that NS and its subsidiaries work diligently to minimize. In addition, several NS subsidiaries own, or have owned, land used as operating property, or which is 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 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 involving these and potentially other unidentified environmental sites and matters are likely to arise from time to time. The resulting liabilities could have a significant effect on financial position, results of operations or liquidity in a particular year or quarter. However, based on its assessment of the facts and circumstances now known, management believes that it has recorded the probable costs for dealing with those environmental matters of which NS is aware. Further, management believes that it is unlikely that any known matters, either individually or in the aggregate, will have a material adverse effect on NS' financial position, results of operations or liquidity. On Oct. 19, 2006, the Pennsylvania Department of Environmental Protection (PDEP) issued an assessment of civil penalties against NS and filed a complaint for civil penalties with the Pennsylvania Environmental Hearing Board (EHB) requesting that the EHB impose civil penalties upon NS for alleged violations of state environmental laws and regulations resulting from a discharge of sodium hydroxide that occurred as a result of the derailment of a NS train in Norwich Township, Pennsylvania, on June 30, 2006. The PDEP’s actions seek to impose combined penalties of $8,890,000 for alleged past violations and $46,420 per day for alleged ongoing violations of state environmental laws and regulations. NS believes that the monetary penalties sought by the PDEP are excessive. Accordingly, NS intends to vigorously defend the action and has appealed the fines to the EHB. In addition, NS expects the Pennsylvania Fish and Boat Commission to impose a monetary penalty on NS for damages alleged to have been caused by this accident. NS does not believe that the outcome of these proceedings will have a material effect on its financial position, results of operations, or liquidity. Insurance NS obtains on behalf of itself and its subsidiaries insurance for potential losses for third-party liability and first- party property damages. Specified levels of risk are retained on a self-insurance basis (up to $25 million per occurrence for bodily injury and property damage to third parties and $25 million per occurrence for property owned by NS or in NS’ care, custody or control). K75 Purchase Commitments NSR had outstanding purchase commitments of approximately $276 million primarily in connection with its capital programs through 2010, including 53 locomotives in 2007. Change-In-Control Arrangements Norfolk Southern has compensation agreements with officers and certain key employees that become operative only upon a change in control of the Corporation, as defined in those agreements. The agreements provide generally for payments based on compensation at the time of a covered individual's involuntary or other specified termination and for certain other benefits. Guarantees In a number of instances, NS and its subsidiaries have agreed to indemnify lenders for additional costs they may bear as a result of certain changes in laws or regulations applicable to their loans. Such changes may include impositions or modifications with respect to taxes, duties, reserves, liquidity, capital adequacy, special deposits, and similar requirements relating to extensions of credit by, deposits with, or the assets or liabilities of such lenders. The nature and timing of changes in laws or regulations applicable to NS' financings are inherently unpredictable, and therefore NS' exposure in connection with the foregoing indemnifications cannot be quantified. No liability has been recorded related to these indemnifications. In the case of one type of equipment financing, NSR's Japanese leveraged leases, NSR may terminate the leases and ancillary agreements if such a change-in-law indemnity is triggered. Such a termination would require NSR to make early termination payments that would not be expected to have a material adverse effect on NS' financial position, results of operations or liquidity. NS has indemnified parties in a number of transactions for U.S. income tax withholding imposed as a result of changes in U.S. tax law. In all cases, NS has the right to unwind the related transaction if the withholding cannot be avoided in the future. Because these indemnities would be triggered and are dependent upon a change in the tax law, the maximum exposure is not quantifiable. Management does not believe that it is likely that it will be required to make any payments under these indemnities. As of Dec. 31, 2006, certain Norfolk Southern subsidiaries are contingently liable as guarantors with respect to $8 million of indebtedness of an entity in which they have an ownership interest, the Terminal Railroad Association of St. Louis, due in 2019. Four other railroads are also jointly and severally liable as guarantors for this indebtedness. No liability has been recorded related to this guaranty. * * * * * K76 NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES QUARTERLY FINANCIAL DATA (Unaudited) 2006 Railway operating revenues Income from railway operations Net income Earnings per share: Basic Diluted 2005 Railway operating revenues Income from railway operations Net income Earnings per share: Basic Diluted March 31 Three Months Ended Sept. 30 June 30 Dec. 31 ($ in millions, except per share amounts) $ $ $ $ $ $ 2,303 551 305 0.74 0.72 1,961 403 194 0.48 0.47 $ $ $ $ $ $ 2,392 677 375 0.91 0.89 2,154 592 4241 1.051 1.041 $ $ $ $ $ $ $ $ $ $ 2,393 715 416 1.04 1.02 2,155 528 301 0.74 0.73 $ $ 2,319 614 385 0.97 0.95 2,257 594 362 0.89 0.87 1 Includes a $96 million, or 23 cents per diluted share, benefit related to a reduction of deferred income tax liabilities resulting from tax legislation enacted by Ohio. K77 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Norfolk Southern’s Chief Executive Officer and Chief Financial Officer, with the assistance of management, evaluated the effectiveness of NS' disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of Dec. 31, 2006. Based on such evaluation, such officers have concluded that, as of Dec. 31, 2006, NS' disclosure controls and procedures were effective to ensure that information required to be disclosed in NS’ reports under the Exchange Act is recorded, processed, summarized and reported, within time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Internal Control over Financial Reporting The management of Norfolk Southern is responsible for establishing and maintaining adequate internal control over financial reporting. The Corporation’s internal control over financial reporting includes those policies and procedures that pertain to its ability to record, process, summarize and report reliable financial data. Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time. In order to ensure that the Corporation’s internal control over financial reporting is effective, management regularly assesses such controls and did so most recently for its financial reporting as of Dec. 31, 2006. This assessment was based on criteria for effective internal control over financial reporting set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, management has concluded that the Corporation maintained effective internal control over financial reporting as of Dec. 31, 2006. The Board of Directors, acting through its Audit Committee, is responsible for the oversight of the Corporation's accounting policies, financial reporting and internal control. The Audit Committee of the Board of Directors is comprised entirely of outside directors who are independent of management. The independent registered public accounting firm and the internal auditors have full and unlimited access to the Audit Committee, with or without management, to discuss the adequacy of internal control over financial reporting, and any other matters which they believe should be brought to the attention of the Audit Committee. Norfolk Southern’s management has issued a report of its assessment of internal control over financial reporting, and Norfolk Southern’s independent registered public accounting firm has issued a report on this assessment. These reports appear in Part II, Item 8 of this report on Form 10-K. During the fourth quarter of 2006, management has not identified any changes in NS' internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, NS’ internal control over financial reporting. Item 9B. Other Information. None. K78 PART III NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES (NS) Item 10. Directors, Executive Officers and Corporate Governance. In accordance with General Instruction G(3), information called for by Item 10, Part III, is incorporated herein by reference from the information appearing under the caption “Election of Directors,” under the caption “Section 16(a) Beneficial Ownership Reporting Compliance,” under the caption “Corporate Governance,” and under the caption “Committees” in Norfolk Southern's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 10, 2007, which definitive Proxy Statement will be filed electronically with the Securities and Exchange Commission (Commission) pursuant to Regulation 14A no later than May 1, 2007. The information regarding executive officers called for by Item 401 of Regulation S-K is included in Part I hereof beginning under “Executive Officers of the Registrant.” Item 11. Executive Compensation. In accordance with General Instruction G(3), information called for by Item 11, Part III, is incorporated herein by reference from the information: • • • appearing under the subcaption “Compensation” under the caption “Board of Directors” for directors, including the “2006 Non-Employee Director Compensation Table” and the “Narrative to Non-Employee Director Compensation Table;” appearing under the caption “Executive Compensation” for executives, including the “Compensation Discussion and Analysis,” the information appearing in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table including the narrative to such tables, the “Outstanding Equity Awards at Fiscal Year-End” table and the “Option Exercises and Stock Vested” table, and the information appearing under the subcaptions “Retirement Benefits,” “Deferred Compensation,” and Potential Payments Upon a Change in Control or Other Termination of Employment;” and appearing under the captions “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report,” in each case included in Norfolk Southern's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 10, 2007, which definitive Proxy Statement will be filed electronically with the Commission pursuant to Regulation 14A no later than May 1, 2007. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. In accordance with General Instruction G(3), information on security ownership of certain beneficial owners and management called for by Item 12, Part III, Item 403 of Regulation S-K, is incorporated herein by reference from the information appearing under the caption “Beneficial Ownership of Stock” in Norfolk Southern's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 10, 2007, which definitive Proxy Statement will be filed electronically with the Commission pursuant to Regulation 14A no later than May 1, 2007. K79 Equity Compensation Plan Information (as of Dec. 31, 2006) Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted- average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) 23,160,692 $ 24.68(4) 9,288,283(5) Plan Category Equity compensation plans approved by security holders1 Equity compensation plans not approved by security holders2 Total 25,578,326 2,417,634(3) $ 33.87(3) 2,574,700(6) 11,862,983 1 The Long-Term Incentive Plan, excluding five million shares for broad-based issuance to non-officers. 2 The Long-Term Incentive Plan's five million shares for broad-based issuance to non-officers, the Thoroughbred Stock Option Plan and the Directors' Restricted Stock Plan. 3 Includes options and performance share units granted under the Long-Term Incentive Plan on 212,567 shares for non-officers and options granted under the Thoroughbred Stock Option Plan. 4 Calculated without regard to 3,301,800 outstanding performance share units at Dec. 31, 2006. 5 Of the shares remaining available for grant under plans approved by stockholders, 7,642,110 are available for grant as restricted shares, performance shares or restricted stock unit shares under the Long-Term Incentive Plan. 6 Of the shares remaining available for grant under plans not approved by stockholders, 36,000 are available for grant as restricted stock under the Directors' Restricted Stock Plan. Norfolk Southern Corporation Long-Term Incentive Plan (“LTIP”) Established on June 28, 1983, and approved by stockholders at their Annual Meeting held on May 10, 1984, LTIP was adopted to promote the success of Norfolk Southern by providing an opportunity for non-employee directors, officers and other key employees to acquire a proprietary interest in the Corporation. On Jan. 23, 2001, the Board of Directors further amended LTIP and approved the issuance of an additional 5,000,000 shares of authorized but unissued Common Stock under LTIP to participants who are not officers of Norfolk Southern. The issuance of these shares was broadly-based, and stockholder approval of these shares was not required. Accordingly, this portion of LTIP is included in the number of securities available for future issuance for plans not approved by stockholders. Also on Jan. 23, 2001, the Board amended LTIP, which amendment was approved by shareholders on May 10, 2001, that included the reservation for issuance of an additional 30,000,000 shares of authorized but unissued Norfolk Southern Common Stock. Pursuant to another amendment approved by stockholders on May 12, 2005, not more than 8.5 million of the shares remaining available for issuance under LTIP may be awarded as restricted shares, performance shares or restricted stock unit shares. Cash payments of restricted stock units, stock appreciation rights and performance share units will not be applied against the maximum number of shares issuable under LTIP. Any shares of Common Stock subject to options, performance share units or restricted stock units which are not issued as Common Stock will again be available for award under LTIP after the expiration or forfeiture of an award. K80 Non-employee directors, officers and other key employees residing in the United States or Canada are eligible for selection to receive LTIP awards. Under LTIP, the Compensation Committee (Committee) may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares, restricted stock units and performance share units. In addition, dividend equivalents may be awarded for options, restricted stock units and performance share units. The Committee may establish such terms and conditions for the awards as provided in LTIP. For options, the option price per share will not be less than 100% of the fair market value of Norfolk Southern's Common Stock on the effective date the option is granted. All options are subject to a vesting period of at least one year, and the term of the option will not exceed ten years. LTIP specifically prohibits option repricing without stockholder approval, except for capital adjustments. Performance share units entitle a recipient to receive performance-based compensation at the end of a three-year performance cycle based on Norfolk Southern’s performance during that three-year period. For the 2006 performance share unit awards, corporate performance will be measured using three equally weighted standards established by the committee: (1) three-year average return on average capital invested, (2) three-year average operating ratio and (3) three-year total return to stockholders. Performance share units may be payable in either shares of Norfolk Southern Common Stock or cash. Restricted stock units are payable in cash or in shares of Norfolk Southern Common Stock at the end of a restriction period of not less than 36 months and not more than 60 months. During the restriction period, the holder of the restricted stock units has no beneficial ownership interest in the Norfolk Southern Common Stock represented by the restricted stock units and has no right to vote the shares represented by the units or to receive dividends (except for dividend equivalent rights that may be awarded with respect to the restricted stock units). Restricted stock units will be forfeited immediately if the holder leaves the continuous employment of Norfolk Southern before the end of the restriction period, unless such employment is terminated by reason of retirement, disability or death or unless the restrictions are waived by Norfolk Southern. Norfolk Southern Corporation Thoroughbred Stock Option Plan The Board adopted the Norfolk Southern Corporation Thoroughbred Stock Option Plan (“TSOP”) on Jan. 26, 1999, to promote the success of Norfolk Southern by providing an opportunity for nonagreement employees to acquire a proprietary interest in Norfolk Southern and thereby to provide an additional incentive to nonagreement employees to devote their maximum efforts and skills to the advancement, betterment, and prosperity of Norfolk Southern and its stockholders. TSOP has not been and is not required to have been approved by stockholders. Six million shares of authorized but unissued Common Stock were reserved for issuance under TSOP. Active full-time nonagreement employees residing in the United States or Canada are eligible for selection to receive TSOP awards. Under TSOP, the Compensation Committee of the Board of Directors may grant nonqualified stock options subject to such terms and conditions as provided in TSOP. The option price will not be less than 100% of the fair market value of Norfolk Southern's Common Stock on the effective date the options are granted. All options are subject to a vesting period of at least one year, and the term of the option will not exceed ten years. TSOP specifically prohibits option repricing without stockholder approval, except for capital adjustments. K81 Norfolk Southern Corporation Directors' Restricted Stock Plan The Norfolk Southern Corporation Directors' Restricted Stock Plan (“Plan”) was adopted on Jan. 1, 1994, and is designed to increase ownership of Norfolk Southern Common Stock by its non-employee directors so as to further align their ownership interest in Norfolk Southern with that of stockholders. The Plan has not been and is not required to have been approved by stockholders. Currently, a maximum of 66,000 shares of Corporation Common Stock may be granted under the Plan. To make grants to eligible directors, Norfolk Southern purchases, through one or more subsidiary companies, the number of shares required in open-market transactions at prevailing market prices, or makes such grants from Norfolk Southern Common Stock already owned by one or more of Norfolk Southern's subsidiary companies. Only non-employee directors who are not and never have been employees of Norfolk Southern are eligible to participate in the Plan. Upon becoming a director, each eligible director receives a one-time grant of 3,000 restricted shares of Norfolk Southern Common Stock. No individual member of the Board exercises discretion concerning the eligibility of any director or the number of shares granted. The restriction period applicable to restricted shares granted under the Plan begins on the date of the grant and ends on the earlier of the recipient’s death or six months after the recipient ceases to be a director by reason of disability or retirement. During the restriction period shares may not be sold, pledged or otherwise encumbered. Directors will forfeit the restricted shares if they cease to serve as a director of Norfolk Southern for reasons other than their disability, retirement or death. Item 13. Certain Relationships and Related Transactions, and Director Independence. In accordance with General Instruction G(3), information called for by Item 13, Part III, is incorporated herein by reference from the information appearing under the caption “Transactions with Related Persons” and under the caption “Director Independence” in Norfolk Southern's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 10, 2007, which definitive Proxy Statement will be filed electronically with the Commission pursuant to Regulation 14A no later than May 1, 2007. Item 14. Principal Accountant Fees and Services. In accordance with General Instruction G(3), information called for by Item 14, Part III is incorporated herein by reference from the information appearing under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” in Norfolk Southern’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 10, 2007, which definitive proxy statement will be filed electronically with the Commission pursuant to Regulation 14A no later than May 1, 2007. K82 PART IV NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES (NS) Item 15. Exhibits and Financial Statement Schedules. Page (A) The following documents are filed as part of this report: 1. Index to Consolidated Financial Statements K40 Report of Management K41 Reports of Independent Registered Public Accounting Firm K44 Consolidated Statements of Income, Years ended Dec. 31, 2006, 2005 and 2004 Consolidated Balance Sheets As of Dec. 31, 2006 and 2005 K45 Consolidated Statements of Cash Flows, Years ended Dec. 31, 2006, 2005 and 2004 K46 Consolidated Statements of Changes in Stockholders' Equity, Years ended Dec. 31, 2006, 2005 and 2004 Notes to Consolidated Financial Statements K47 K48 2. Financial Statement Schedule: The following consolidated financial statement schedule should be read in connection with the consolidated financial statements: Index to Consolidated Financial Statement Schedule Schedule II - Valuation and Qualifying Accounts Page K93 Schedules other than the one listed above are omitted either because they are not required or are inapplicable, or because the information is included in the consolidated financial statements or related notes. 3. Exhibits Exhibit Number Description 3 3(i) 3(ii) Articles of Incorporation and Bylaws - The Restated Articles of Incorporation of Norfolk Southern Corporation are incorporated By reference to Exhibit 3(i) to Norfolk Southern Corporation's 10-K filed on March 5, 2001. The Bylaws of Norfolk Southern Corporation, as amended Jan. 23, 2006, are incorporated by reference to Exhibit 3(ii) to Norfolk Southern Corporation’s Form 8-K filed on Jan. 27, 2006. K83 4 Instruments Defining the Rights of Security Holders, Including Indentures: (a) (b) (c) (d) (e) (f) (g) (h) (i) Indenture, dated as of Jan. 15, 1991, from Norfolk Southern Corporation to First Trust of New York, National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporation's Registration Statement on Form S-3 (No. 33-38595). First Supplemental Indenture, dated May 19, 1997, between Norfolk Southern Corporation and First Trust of New York, National Association, as Trustee, related to the issuance of notes in the principal amount of $4.3 billion, is incorporated herein by reference to Exhibit 1.1(d) to Norfolk Southern Corporation’s Form 8-K filed on May 21, 1997. Second Supplemental Indenture, dated April 26, 1999, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $400 million, is incorporated herein by reference to Exhibit 1.1(c) to Norfolk Southern Corporation’s Form 8-K filed on April 30, 1999. Third Supplemental Indenture, dated May 23, 2000, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $600 million, is incorporated herein by reference to Exhibit 4.1 to Norfolk Southern Corporation's Form 8-K filed on May 25, 2000. Fourth Supplemental Indenture, dated as of Feb. 6, 2001, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $1 billion, is incorporated herein by reference to Exhibit 4.1 to Norfolk Southern Corporation's Form 8-K filed on Feb. 7, 2001. Fifth Supplemental Indenture, dated as of July 5, 2001, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $250 million, is incorporated herein by reference to Exhibit 4.1 to Norfolk Southern Corporation's Form 8-K filed on July 5, 2001. Sixth Supplemental Indenture, dated as of April 30, 2002, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, relating to the issuance of notes in the principal amount of $200 million, is incorporated herein by reference to Exhibit 4.1 to Norfolk Southern Corporation's Form 8-K filed on May 1, 2002. Seventh Supplemental Indenture, dated as of April 30, 2002, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, relating to the issuance of notes in the principal amount of $100 million, is incorporated herein by reference to Exhibit 4.1 to Norfolk Southern Corporation's Form 8-K filed on May 1, 2002. Eighth Supplemental Indenture, dated as of Sept. 17, 2004, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, relating to the issuance of 5.257% Notes due 2014 (“Securities”) in the aggregate principal amount of $441.5 million in connection with Norfolk Southern Corporation’s offer to exchange the Securities and cash for up to $400 million of its outstanding 7.350% Notes due 2007, is incorporated herein by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on Sept. 23, 2004. K84 (j) (k) (l) (m) (n) Indenture, dated Aug. 27, 2004, among PRR Newco, Inc., as Issuer, and Norfolk Southern Railway Company, as Guarantor, and The Bank of New York, as Trustee, is incorporated herein by reference to Exhibit 4(l) to Norfolk Southern Corporation’s Form 10-Q filed on Oct. 28, 2004. First Supplemental Indenture, dated Aug. 27, 2004, among PRR Newco, Inc., as Issuer, and Norfolk Southern Railway Company, as Guarantor, and The Bank of New York, as Trustee, related to the issuance of notes in the principal amount of approximately $451.8 million, is incorporated herein by reference to Exhibit 4(m) to Norfolk Southern Corporation’s Form 10-Q filed on Oct. 28, 2004. Ninth Supplemental Indenture, dated as of March 11, 2005, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, relating to the issuance of notes in the principal amount of $300 million, is incorporated herein by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on March 15, 2005. Tenth Supplemental Indenture, dated as of May 17, 2005, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, relating to the issuance of notes in the principal amount of $366.6 million, is incorporated herein by reference to Exhibit 99.1 to Norfolk Southern Corporation’s Form 8-K filed on May 18, 2005. Eleventh Supplemental Indenture, dated as of May 17, 2005, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, relating to the issuance of notes in the principal amount of $350 million, is incorporated herein by reference to Exhibit 99.2 to Norfolk Southern Corporation’s Form 8-K filed on May 18, 2005. In accordance with Item 601(b)(4)(iii) of Regulation S-K, copies of other instruments of Norfolk Southern Corporation and its subsidiaries with respect to the rights of holders of long-term debt are not filed herewith, or incorporated by reference, but will be furnished to the Commission upon request. 10 Material Contracts - (a) (b) (c) The Transaction Agreement, dated as of June 10, 1997, by and among CSX, CSX Transportation, Inc., Registrant, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation and CRR Holdings LLC, with certain schedules thereto, previously filed, is incorporated herein by reference to Exhibit 10(a) to Norfolk Southern Corporation’s Form 10-K filed on Feb. 24, 2003. Amendment No. 1, dated as of Aug. 22, 1998, to the Transaction Agreement, dated as of June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation and CRR Holdings LLC, is incorporated herein by reference from Exhibit 10.1 to Norfolk Southern Corporation's Form 10-Q filed on Aug. 11, 1999. Amendment No. 2, dated as of June 1, 1999, to the Transaction Agreement, dated June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation and CRR Holdings LLC, is incorporated herein by reference from Exhibit 10.2 to Norfolk Southern Corporation's Form 10-Q filed on Aug. 11, 1999. K85 (d) (e) (f) (g) (h) (i) (j) (k) (l) Shared Assets Area Operating Agreement for North Jersey, dated as of June 1, 1999, by and among Consolidated Rail Corporation, CSX Transportation, Inc. and Norfolk Southern Railway Company, with exhibit thereto, is incorporated herein by reference from Exhibit 10.4 to Norfolk Southern Corporation's Form 10-Q filed on Aug. 11, 1999. Shared Assets Area Operating Agreement for South Jersey/ Philadelphia, dated as of June 1, 1999, by and among Consolidated Rail Corporation, CSX Transportation, Inc. and Norfolk Southern Railway Company, with exhibit thereto, is incorporated herein by reference from Exhibit 10.5 to Norfolk Southern Corporation's Form 10-Q filed on Aug. 11, 1999. Shared Assets Area Operating Agreement for Detroit, dated as of June 1, 1999, by and among Consolidated Rail Corporation, CSX Transportation, Inc. and Norfolk Southern Railway Company, with exhibit thereto, is incorporated herein by reference from Exhibit 10.6 to Norfolk Southern Corporation's Form 10-Q filed on Aug. 11, 1999. Amendment No. 1, dated as of June 1, 2000, to the Shared Assets Areas Operating Agreement for North Jersey, South Jersey/Philadelphia and Detroit, dated as of June 1, 1999, by and among Consolidated Rail Corporation, CSX Transportation, Inc. and Norfolk Southern Railway Company, with exhibit thereto, is incorporated herein by reference to Exhibit 10(h) to Norfolk Southern Corporation's 10-K filed on March 5, 2001. Amendment No. 2, dated as Jan. 1, 2001, to the Shared Assets Area Operating Agreements for North Jersey, South Jersey/Philadelphia and Detroit, dated as of June 1, 1999, by and among Consolidated Rail Corporation, CSX Transportation, Inc. and Norfolk Southern Railway Company, with exhibit thereto, is incorporated herein by reference to Exhibit 10(j) to Norfolk Southern Corporation's Form 10-K filed on Feb. 21, 2002. Amendment No. 3, dated as of June 1, 2001, and executed in May of 2002, to the Shared Assets Area Operating Agreement for North Jersey, South Jersey/Philadelphia and Detroit, dated as of June 1, 1999, by and among Consolidated Rail Corporation, CSX Transportation, Inc. and Norfolk Southern Railway Company, with exhibit thereto, is incorporated herein by reference to Exhibit 10(k) to Norfolk Southern Corporation’s Form 10-K filed on Feb. 24, 2003. Monongahela Usage Agreement, dated as of June 1, 1999, by and among CSX Transportation, Inc., Norfolk Southern Railway Company, Pennsylvania Lines LLC and New York Central Lines LLC, with exhibit thereto, is incorporated herein by reference from Exhibit 10.7 to Norfolk Southern Corporation's Form 10-Q filed on Aug. 11, 1999. The Agreement, entered into as of July 27, 1999, between North Carolina Railroad Company and Norfolk Southern Railway Company, is incorporated herein by reference from Exhibit 10(i) to Norfolk Southern Corporation's Form 10-K filed on March 6, 2000. The Supplementary Agreement, entered into as of Jan. 1, 1987, between the Trustees of the Cincinnati Southern Railway and The Cincinnati, New Orleans and Texas Pacific Railway Company (the latter a wholly owned subsidiary of Norfolk Southern Railway Company) - extending and amending a Lease, dated as of Oct. 11, 1881 - is incorporated by reference to Exhibit 10(k) to Norfolk Southern Corporation's Form 10-K filed on March 5, 2001. *(m) The Norfolk Southern Corporation Executive Management Incentive Plan, effective Jan. 25, 2005, is incorporated by reference herein from Exhibit 99 to Norfolk Southern Corporation's Form 8-K filed on May 13, 2005. K86 *(n) *(o) *(p) *(q) *(r) *(s) *(t) *(u) *(v) *(w) The Norfolk Southern Corporation Long-Term Incentive Plan, as amended effective Jan. 25, 2005, is incorporated herein by reference to Exhibit 99 to Norfolk Southern Corporation’s Form 8-K filed on May 13, 2005. The Norfolk Southern Corporation Officers' Deferred Compensation Plan, as amended effective September 26, 2000, is incorporated herein by reference to Exhibit 10(n) to Norfolk Southern Corporation's Form 10-K filed on March 5, 2001. The Norfolk Southern Corporation Executives' Deferred Compensation Plan, as amended effective Jan. 20, 2001, is incorporated herein by reference to Exhibit 10(o) to Norfolk Southern Corporation's Form 10-K filed on March 5, 2001. The Directors' Deferred Fee Plan of Norfolk Southern Corporation, as amended effective Jan. 23, 2001, is incorporated herein by reference to Exhibit 10(p) to Norfolk Southern Corporation's Form 10-K filed on March 5, 2001. The Norfolk Southern Corporation Directors' Restricted Stock Plan, effective Jan. 1, 1994, as restated Nov. 24, 1998, is incorporated herein by reference from Exhibit 10(h) to Norfolk Southern Corporation's Form 10-K filed on March 24, 1999. Form of Severance Agreement, dated as of June 1, 1996, between Norfolk Southern Corporation and certain executive officers (including those defined as “named executive officers” and identified in the Corporation's Proxy Statement for the 1997 through 2001 Annual Meetings of Stockholders), is incorporated herein by reference to Exhibit 10(t) to Norfolk Southern Corporation's Form 10-K filed on Feb. 21, 2002. Norfolk Southern Corporation Supplemental (formerly, Excess) Benefit Plan, effective as of Aug. 22, 1999, is incorporated herein by reference to Exhibit 10(r) to Norfolk Southern Corporation's Form 10-K filed on March 6, 2000. The Norfolk Southern Corporation Directors' Charitable Award Program, effective Feb. 1, 1996, is incorporated herein by reference to Exhibit 10(v) to Norfolk Southern Corporation's Form 10-K filed on Feb. 21, 2002. The Norfolk Southern Corporation Outside Directors' Deferred Stock Unit Program, as amended effective Jan. 28, 2003, is incorporated herein by reference to Exhibit 10(x) to Norfolk Southern Corporation’s Form 10-K filed on Feb. 24, 2003. Form of Agreement, dated as of Oct. 1, 2001, providing enhanced pension benefits to three officers in exchange for their continued employment with Norfolk Southern Corporation for two years, is incorporated herein by reference to Exhibit 10(w) to Norfolk Southern Corporation's Form 10-Q filed on Nov. 9, 2001. The agreement was entered into with L. Ike Prillaman, Vice Chairman and Chief Marketing Officer; Stephen C. Tobias, Vice Chairman and Chief Operating Officer; and Henry C. Wolf, Vice Chairman and Chief Financial Officer. K87 (x) *(y) *(z) (aa) (bb) (cc) (dd) (ee) (ff) The Norfolk Southern Corporation Thoroughbred Stock Option Plan, as amended effective Jan. 28, 2003, is incorporated herein by reference to Exhibit 10(z) to Norfolk Southern Corporation’s Form 10-K filed on Feb. 24, 2003. The Norfolk Southern Corporation Restricted Stock Unit Plan, effective Jan. 28, 2003, is incorporated herein by reference to Exhibit 10(bb) to Norfolk Southern Corporation’s Form 10-K filed on Feb. 24, 2003. The Norfolk Southern Corporation Executive Life Insurance Plan, as amended, effective Oct. 1, 2003, is incorporated herein by reference to Exhibit 10 to Norfolk Southern Corporation’s Form 10-Q filed on Oct. 31, 2003. Amendment No. 3, dated as of June 1, 1999, and executed in April 2004, to the Transaction Agreement, dated June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation and CRR Holdings LLC, is incorporated herein by reference to Exhibit 10(dd) to Norfolk Southern Corporation’s Form 10-Q filed on July 30, 2004. Distribution Agreement, dated as of July 26, 2004, by and among CSX Corporation, CSX Transportation, Inc., CSX Rail Holding Corporation, CSX Northeast Holdings Corporation, Norfolk Southern Corporation, Norfolk Southern Railway Company, CRR Holdings LLC, Green Acquisition Corp., Conrail Inc., Consolidated Rail Corporation, New York Central Lines LLC, Pennsylvania Lines LLC, NYC Newco, Inc. and PRR Newco, Inc., is incorporated herein by reference to Exhibit 2.1 to Norfolk Southern Corporation’s Form 8-K filed on Sept. 2, 2004. Amendment No. 5 to the Transaction Agreement, dated as of Aug. 27, 2004, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation and CRR Holdings LLC, is incorporated herein by reference to Exhibit 10.1 to Norfolk Southern Corporation’s Form 8-K filed on Sept. 2, 2004. Tax Allocation Agreement, dated as of Aug. 27, 2004, by and among Green Acquisition Corp., Conrail Inc., Consolidated Rail Corporation, New York Central Lines LLC and Pennsylvania Lines LLC, is incorporated herein by reference to Exhibit 10.2 to Norfolk Southern Corporation’s Form 8-K filed on Sept. 2, 2004. Credit Agreement dated as of Aug. 31, 2004, between Norfolk Southern Corporation and various lenders, is incorporated herein by reference to Exhibit 99 to Norfolk Southern Corporation’s Form 8-K/A filed on Sept. 7, 2004. Amendment No. 4, dated as of June 1, 2005, and executed in late June 2005, to the Shared Assets Area Operating Agreement for North Jersey, South Jersey/Philadelphia and Detroit, dated as of June 1, 1999, by and among Consolidated Rail Corporation, CSX Transportation, Inc. and Norfolk Southern Railway Company, with exhibits thereto, is incorporated herein by reference to Exhibit 99 to Norfolk Southern Corporation’s Form 8- K filed on July 1, 2005. *(gg) The description of Norfolk Southern Corporation’s executive physical reimbursement for non-employee directors and certain executives is incorporated herein by reference to Norfolk Southern Corporation’s Form 8-K filed on July 28, 2005. K88 *(hh) Form of 2006 Incentive Stock Option and Non-Qualified Stock Option Agreement under the Norfolk Southern Long-Term Incentive Plan, is incorporated herein by reference to Exhibit 99 to Norfolk Southern Corporation’s Form 8-K/A filed on Dec. 7, 2005. *(ii) *(jj) Form of 2006 Restricted Share and Restricted Stock Unit Agreement under the Norfolk Southern Corporation Long-Term Incentive Plan, is incorporated herein by reference to Exhibit 99 to Norfolk Southern Corporation’s Form 8-K/A filed on Dec. 7, 2005. Form of 2005 Performance Share Unit Award under the Norfolk Southern Corporation Long-Term Incentive Plan, is incorporated herein by reference to Exhibit 99 to Norfolk Southern Corporation’s Form 8-K/A filed on Dec. 7, 2005. *(kk) Revised annual salaries for certain named executive officers are incorporated herein by reference to Norfolk Southern Corporation’s Form 8-K/A filed on Dec. 7, 2005. (ll) The Transaction Agreement, dated as of Dec. 1, 2005, by and among Norfolk Southern Corporation, The Alabama Great Southern Railroad Company, Kansas City Southern and The Kansas City Southern Railway Company (Exhibits, annexes and schedules omitted. The Registrant will furnish supplementary copies of such materials to the SEC upon request). (mm) Amendment No. 1, dated as of Jan. 17, 2006, by and among Norfolk Southern Corporation, The Alabama Great Southern Railroad Company, Kansas City Southern and the Kansas City Southern Railroad. *(nn) The retirement agreement, dated Jan. 27, 2006, between Norfolk Southern Corporation and David R. Goode, is incorporated herein by reference to Exhibit 10.1 to Norfolk Southern Corporation’s Form 8-K filed on Jan. 27, 2006. *(oo) The waiver agreement, dated Jan. 27, 2006, between Norfolk Southern Corporation and David R. Goode, providing for the waiver of forfeiture provisions otherwise applicable to certain restricted shares and restricted stock units upon retirement, is incorporated herein by reference to Exhibit 10.2 to Norfolk Southern Corporation’s Form 8-K filed on Jan. 27, 2006. *(pp) Revised fees for outside directors are incorporated herein by reference to Norfolk Southern Corporation’s Form 8-K filed on Jan. 27, 2006. *(qq) The retirement agreement, dated Mar. 28, 2006, between Norfolk Southern Corporation and L. Ike Prillaman, is incorporated herein by reference to Exhibit 10.1 to Norfolk Southern Corporation’s Form 8-K filed on Mar. 31, 2006. *(rr) The waiver agreement, dated Mar. 28, 2006, between Norfolk Southern Corporation and L. Ike Prillaman, providing for the waiver of forfeiture provisions otherwise applicable to certain restricted shares and restricted stock units upon retirement, is incorporated herein by reference to Exhibit 10.2 to Norfolk Southern Corporation’s Form 8-K filed on Mar. 31, 2006. (ss) Amendment No. 2, dated as of May 1, 2006, to the Transaction Agreement, dated as of Dec. 1, 2005, by and among Norfolk Southern Corporation, The Alabama Great Southern Railroad Company, Kansas City Southern and The Kansas City Southern Railway Company is incorporated herein by reference to Exhibit 10.1 to Norfolk Southern Corporation’s Form 8-K filed on May 4, 2006. K89 (tt) *(uu) *(vv) Limited Liability Company Agreement of Meridian Speedway, LLC, dated as of May 1, 2006, by and among The Alabama Great Southern Railroad Company and Kansas City Southern is incorporated herein by reference to Exhibit 10.2 to Norfolk Southern Corporation’s Form 8-K filed on May 4, 2006. The Norfolk Southern Corporation Long-Term Incentive Plan, as amended effective July 25, 2006, is incorporated herein by reference to Exhibit 10.3 to Norfolk Southern Corporation’s Form 10-Q filed on July 28, 2006. Form of Norfolk Southern Corporation Long-Term Incentive Plan, 2007 Award Agreement is incorporated herein by reference to Exhibit 10.1 to Norfolk Southern Corporation’s Form 8-K filed on Jan. 11, 2007. *, **(ww) Retirement Plan of Norfolk Southern Corporation and Participating Subsidiary Companies Effective June 1, 1982, amended to and including Dec. 1, 2006. **12 **21 **23 **31 **32 **99 Statement re: Computation of Ratio of Earnings to Fixed Charges. Subsidiaries of the Registrant. Consent of Independent Registered Public Accounting Firm. Rule 13a-14(a)/15d-14(a) Certifications. Section 1350 Certifications. Annual CEO Certification pursuant to NYSE Rule 303A.12(a). * Management contract or compensatory arrangement. ** Filed herewith. (B) Exhibits. The Exhibits required by Item 601 of Regulation S-K as listed in Item 15(A)3 are filed herewith or incorporated herein by references. (C) Financial Statement Schedules. Financial statement schedules and separate financial statements specified by this Item are included in Item 15(A)2 or are otherwise not required or are not applicable. Exhibits 23, 31, 32 and 99 are included in copies assembled for public dissemination. All exhibits are included in the 2006 Form 10-K posted on our website at www.nscorp.com under “Investors” and “SEC Filings” or you may request copies by writing to: Office of Corporate Secretary Norfolk Southern Corporation Three Commercial Place Norfolk, Virginia 23510-9219 K90 POWER OF ATTORNEY Each person whose signature appears below under “SIGNATURES” hereby authorizes Henry C. Wolf, James A. Hixon and James A. Squires or any one of them, to execute in the name of each such person, and to file, any amendment to this report and hereby appoints Henry C. Wolf, James A. Hixon and James A. Squires or any one of them, as attorneys-in-fact to sign on his or her behalf, individually and in each capacity stated below, and to file, any and all amendments to this report. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Norfolk Southern Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 20th day of February 2007. NORFOLK SOUTHERN CORPORATION By: /s/ Charles W. Moorman Charles W. Moorman (Chairman, President and Chief Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 20th day of February 2007, by the following persons on behalf of Norfolk Southern Corporation and in the capacities indicated. Signature Title /s/ Charles W. Moorman (Charles W. Moorman) Chairman, President and Chief Executive Officer and Director (Principal Executive Officer) /s/ Henry C. Wolf (Henry C. Wolf) Vice Chairman and Chief Financial Officer (Principal Financial Officer) /s/ Marta R. Stewart (Marta R. Stewart) Vice President and Controller (Principal Accounting Officer) /s/ Gerald L. Baliles (Gerald L. Baliles) /s/ Daniel A. Carp (Daniel A. Carp) /s/ Gene R. Carter (Gene R. Carter) Director Director Director K91 /s/ Alston D. Correll (Alston D. Correll) /s/ Landon Hilliard (Landon Hilliard) /s/ Burton M. Joyce (Burton M. Joyce) /s/ Steven F. Leer (Steven F. Leer) /s/ Jane Margaret O’Brien (Jane Margaret O'Brien) /s/ J. Paul Reason (J. Paul Reason) Director Director Director Director Director Director K92 Schedule II Norfolk Southern Corporation and Subsidiaries Valuation and Qualifying Accounts Years Ended December 31, 2004, 2005 and 2006 ($ in millions) Year ended December 31, 2004 Valuation allowance (included net in deferred tax liability) for deferred tax assets Casualty and other claims included in other liabilities Current portion of casualty and other claims included in accounts payable Year ended December 31, 2005 Valuation allowance (included net in deferred tax liability) for deferred tax assets Casualty and other claims included in other liabilities Current portion of casualty and other claims included in accounts payable Year ended December 31, 2006 Valuation allowance (included net in deferred tax liability) for deferred tax assets Casualty and other claims included in other liabilities Current portion of casualty and other claims included in accounts payable Additions charged to: Beginning Balance Expenses Other Accounts Deductions Ending Balance $ $ $ $ $ $ $ $ $ 14 270 218 13 315 222 10 421 291 $ $ $ $ $ $ $ $ $ -- 112 23 -- 311 92 -- 217 40 $ $ $ $ $ $ $ $ $ -- 481 1241 -- -- 114 1 -- -- 124 1 $ $ $ $ $ $ $ $ $ 12 115 3 143 4 3 2 205 3 137 4 1 2 167 3 154 4 $ $ $ $ $ $ $ $ $ 13 315 222 10 421 291 9 471 301 Certain comparative prior year amounts have been reclassified to conform to the current year presentation. 1Includes revenue refunds and overcharges provided through deductions from operating revenues and transfers from other accounts. 2Reclassifications to/from other assets. 3Payments and reclassifications to/from accounts payable. 4Payments and reclassifications to/from other liabilities. K93 Exhibit 23 Consent of Independent Registered Public Accounting Firm The Board of Directors Norfolk Southern Corporation: We consent to the incorporation by reference in Registration Statement Nos. 33-52031, 333-71321, 333-60722, 333- 100936 and 333-109069 on Form S-8 and 333-119398 on Form S-3 of Norfolk Southern Corporation of our reports dated February 20, 2007, with respect to the consolidated balance sheets of Norfolk Southern Corporation as of December 31, 2006 and 2005, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2006, and the related financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006, and the effectiveness of internal control over financial reporting as of December 31, 2006, which reports appear in the December 31, 2006 Annual Report on Form 10-K of Norfolk Southern Corporation. Our report on the consolidated financial statements and related financial statement schedule refers to the adoption by Norfolk Southern Corporation of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, effective January 1, 2006, and Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, effective December 31, 2006. /s/ KPMG LLP Norfolk, Virginia February 20, 2007 CERTIFICATIONS OF CEO AND CFO PURSUANT TO EXCHANGE ACT RULE 13a-14(a) OR RULE 15d-14(a) I, Charles W. Moorman, certify that: EXHIBIT 31 1. 2. 3. 4. 5. I have reviewed this Annual Report on Form 10-K of Norfolk Southern Corporation; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and b. c. d. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. b. Dated: Feb. 20, 2007 /s/ Charles W. Moorman Charles W. Moorman Chairman, President and Chief Executive Officer I, Henry C. Wolf, certify that: 1. 2. 3. 4. 5. I have reviewed this Annual Report on Form 10-K of Norfolk Southern Corporation; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and b. c. d. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. b. Dated: Feb. 20, 2007 /s/ Henry C. Wolf Henry C. Wolf Vice Chairman and Chief Financial Officer EXHIBIT 32 CERTIFICATIONS OF CEO AND CFO REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE U. S. CODE I certify, to the best of my knowledge, that the Annual Report on Form 10-K for the year ended Dec. 31, 2006, of Norfolk Southern Corporation fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Norfolk Southern Corporation. Signed: /s/ Charles W. Moorman Charles W. Moorman Chairman, President and Chief Executive Officer Norfolk Southern Corporation Dated: Feb. 20, 2007 I certify, to the best of my knowledge, that the Annual Report on Form 10-K for the year ended Dec. 31, 2006, of Norfolk Southern Corporation fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Norfolk Southern Corporation. Signed: /s/ Henry C. Wolf Henry C. Wolf Vice Chairman and Chief Financial Officer Norfolk Southern Corporation Dated: Feb. 20, 2007 Form Last Updated by the NYSE on April 28, 2006 Exhibit 99 NYSE RReegguullaattiioonn Domestic Company Section 303A Annual CEO Certification As the Chief Executive Officer of Norfolk Southern Corporation (NSC)___ (Insert Company name and ticker symbol) and as required by Section 303A.12(a) of the New York Stock Exchange Listed Company Manual, I hereby certify that as of the date hereof I am not aware of any violation by the Company of NYSE’s corporate governance listing standards, other than has been notified to the Exchange pursuant to Section 303A.12(b) and disclosed on Exhibit H to the Company’s Domestic Company Section 303A Annual Written Affirmation. This certification is: [x] Without qualification or [ ] With qualification By: /s/ Charles W. Moorman IV_______________________________________ Print Name: Charles W. Moorman IV__________________________________________ Title: Chairman, President and Chief Executive Officer______________________ Date: May 25, 2006__________________________________________________ Note: THE NYSE WILL NOT ACCEPT IF RETYPED, MODIFIED OR IF ANY TEXT IS DELETED. If you have any questions regarding applicability to your Company’s circumstances, please call the Corporate Governance department prior to submission. 

Continue reading text version or see original annual report in PDF format above