8-K/AExhibits & Filings

NORFOLK SOUTHERN CORP 8-K/A Report, Exhibit Filing (Nov 12, 2004)

Filed November 12, 2004For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an amendment (8-K/A) on November 12, 2004, to a previous 8-K filing from September 2, 2004. This amendment provides supplemental financial disclosures related to the acquisition of the assets of Pennsylvania Lines LLC (PRR) as part of the Conrail Reorganization. The transaction resulted in NSC, through its subsidiary Norfolk Southern Railway Company (NSR), becoming the direct owner of PRR's assets, replacing its prior equity investment in Conrail. Key financial impacts include a gain of $53 million from the corporate reorganization, primarily due to the extinguishment of amounts due to PRR and the reflection of PRR's assets and liabilities on NSC's balance sheet at fair value. While the acquisition involved significant asset and debt reclassifications, the ongoing impact on net income is expected to be minimal. Investors should note the valuation of properties is based on independent consultant information, with a final report pending.

Key Highlights

  • 1Amendment to a prior 8-K filing to include financial disclosures for the acquisition of Pennsylvania Lines LLC (PRR) assets.
  • 2The Conrail Reorganization transaction resulted in NSC, via subsidiary NSR, becoming the direct owner of PRR's assets.
  • 3NSC recorded a $53 million gain from the Conrail corporate reorganization.
  • 4PRR's assets and liabilities are now reflected on NSC's Consolidated Balance Sheet at fair value.
  • 5The transaction involved the extinguishment of amounts previously due to PRR.
  • 6"Conrail rents and services" expense is reduced, with PRR-related depreciation now in separate line items on the Income Statement.
  • 7The ongoing impact on NSC's net income from this transaction is expected to be insignificant.

Frequently Asked Questions

This filing is an amendment to a previous 8-K report to provide required supplemental financial information regarding Norfolk Southern Corporation's (NSC) acquisition of the assets of Pennsylvania Lines LLC (PRR) as part of the Conrail Reorganization.

The acquisition resulted in NSC recording a gain of $53 million from the corporate reorganization. PRR's assets and liabilities were recognized on NSC's balance sheet at fair value, and amounts previously due to PRR were extinguished. While there were significant balance sheet reclassifications, the ongoing impact on net income is expected to be minimal.

The acquired properties were valued based on information from an independent valuation consultant, and NSC anticipates receiving a final detailed valuation report in the fourth quarter of 2004.

The Conrail Reorganization led to a reduction in 'Conrail rents and services' expense. Expenses related to the Shared Assets Areas continue to be reflected here, while other expenses, such as depreciation for the former PRR assets, are now reported in their respective categories on the income statement.