<PAGE> PAGE 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1997
( ) 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 52-1188014
- ---------------------------------------- -------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Three Commercial Place
Norfolk, Virginia 23510-2191
- ---------------------------------------- -------------------------------
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (757) 629-2680
------------------
No Change
- -------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. (X) Yes ( ) No
The number of shares outstanding of each of the registrant's classes of
Common Stock, as of the last practicable date:
Class Outstanding as of October 31, 1997
----- ----------------------------------
Common Stock (par value $1.00) 377,062,463 shares (excluding
21,757,092 shares held by
registrant's consolidated
subsidiaries)
<PAGE> PAGE 2
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES (NS)
INDEX
-----
Page
----
Part I. Financial Information:
Item 1. Consolidated Statements of Income
Three Months and Nine Months Ended
September 30, 1997 and 1996 3
Consolidated Balance Sheets
September 30, 1997, and December 31, 1996 4
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 1997 and 1996 5-6
Notes to Consolidated Financial Statements 7-12
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 13-21
PartII. Other Information:
Item 6. Exhibits and Reports on Form 8-K 22
Signatures 23
Index to Exhibits 24
<PAGE> PAGE 3
PART I. FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements.
- ------ --------------------
<TABLE>
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income
(In millions of dollars except per share amounts)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
TRANSPORTATION OPERATING REVENUES:
Railway:
Coal $ 325.7 $ 327.5 $ 977.3 $ 979.8
Merchandise 580.6 570.3 1,781.1 1,737.5
Intermodal 141.8 122.3 402.5 357.5
-------- -------- -------- --------
Total railway 1,048.1 1,020.1 3,160.9 3,074.8
Motor carrier (Note 8) 279.3 269.1 720.2 708.2
-------- -------- -------- --------
Total operating revenues 1,327.4 1,289.2 3,881.1 3,783.0
-------- -------- -------- --------
TRANSPORTATION OPERATING EXPENSES:
Railway:
Compensation and benefits 351.5 341.3 1,065.0 1,069.9
Materials, services and rents 172.8 154.7 518.1 465.0
Depreciation 106.3 102.2 313.6 304.1
Diesel fuel 51.3 53.7 169.1 165.8
Casualties and other claims 30.9 28.2 85.0 93.8
Other 38.1 39.6 111.0 113.9
-------- -------- -------- --------
Total railway 750.9 719.7 2,261.8 2,212.5
Motor carrier (Note 8) 264.1 253.8 693.4 683.3
-------- -------- -------- --------
Total operating expenses 1,015.0 973.5 2,955.2 2,895.8
-------- -------- -------- --------
Income from operations 312.4 315.7 925.9 887.2
Other income (expense):
Equity in earnings of
Conrail (Note 3) 41.6 -- 64.5 --
Interest income 5.1 4.4 23.8 15.3
Interest expense on debt (Note 5) (131.1) (28.3) (255.6) (83.9)
Charge for credit facility
costs (Note 3) -- -- (77.2) --
Other - net 19.8 21.6 53.3 68.0
-------- -------- -------- --------
Total other income
(expense) (64.6) (2.3) (191.2) (0.6)
-------- -------- -------- --------
Income before income taxes 247.8 313.4 734.7 886.6
Provision for income taxes 68.3 111.1 237.3 316.7
-------- -------- -------- --------
NET INCOME $ 179.5 $ 202.3 $ 497.4 $ 569.9
======== ======== ======== ========
Per share amounts (Notes 6 and 7):
Earnings per share $ 0.47 $0.54 $ 1.32 $ 1.50
Dividends 0.20 0.18-2/3 0.60 0.56
See accompanying notes to consolidated financial statements.
<PAGE> PAGE 4
Item 1. Financial Statements. (continued)
- ------ --------------------
</TABLE>
<TABLE>
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(In millions of dollars)
(Unaudited)
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 32.1 $ 209.2
Short-term investments 156.7 194.2
Accounts receivable - net 800.0 704.3
Materials and supplies 60.3 63.0
Deferred income taxes 142.6 158.9
Other current assets 79.8 127.2
--------- ---------
Total current assets 1,271.5 1,456.8
Investments (Notes 2 and 3) 6,182.1 274.7
Properties less accumulated depreciation 9,904.9 9,529.1
Other assets 150.4 155.8
--------- ---------
TOTAL ASSETS $17,508.9 $11,416.4
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 29.3 $ 44.0
Accounts payable 744.2 708.9
Income and other taxes 170.1 178.7
Other current liabilities 303.0 202.7
Current maturities of long-term debt (Note 5) 61.3 56.0
--------- ---------
Total current liabilities 1,307.9 1,190.3
Long-term debt (Note 5) 7,460.2 1,800.3
Other liabilities 950.0 987.1
Minority interests 49.4 49.5
Deferred income taxes 2,447.0 2,411.6
--------- ---------
TOTAL LIABILITIES 12,214.5 6,438.8
--------- ---------
Stockholders' equity (Note 6):
Common stock $1.00 per share par value 398.8 132.4
Additional paid-in capital 238.6 462.1
Retained income 4,677.6 4,403.7
Less treasury stock at cost, 21,757,902
shares and 7,252,634 shares (presplit),
respectively (20.6) (20.6)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 5,294.4 4,977.6
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $17,508.9 $11,416.4
========= =========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE> PAGE 5
Item 1. Financial Statements. (continued)
- ------ --------------------
<TABLE>
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In millions of dollars)
(Unaudited)
<CAPTION>
Nine Months Ended
September 30,
1997 1996
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 497.4 $ 569.9
Reconciliation of net income to net cash
provided by operating activities:
Charge for credit facility costs (Note 3) 77.2 --
Depreciation 328.9 320.5
Deferred income taxes 49.8 44.3
Nonoperating gains and losses on properties
and investments (26.7) (38.9)
Equity in earnings of Conrail (Notes 2 and 3) (64.5) --
Changes in assets and liabilities
affecting operations:
Accounts receivable (80.7) (72.0)
Materials and supplies 2.7 3.6
Other current assets 37.9 24.6
Current liabilities other than debt 144.9 34.8
Other - net (41.5) (3.1)
--------- ---------
Net cash provided by operating activities 925.4 883.7
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions (Note 5) (687.2) (500.2)
Property sales and other transactions 57.4 88.8
Investment in Conrail (Note 2) (5,727.9) --
Investments, including short-term (166.0) (166.4)
Investment sales and other transactions 143.7 220.3
--------- ---------
Net cash used for investing activities (6,380.0) (357.5)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends (225.8) (213.7)
Common stock issued - net 21.6 25.8
Purchase and retirement of common stock (Note 7) -- (370.5)
Commercial paper proceeds (Note 5) 1,540.2 --
Credit facility costs paid (72.0) --
Proceeds from long-term borrowings (Note 5) 4,241.8 209.6
Debt repayments (228.3) (57.5)
--------- ---------
Net cash provided by (used for)
financing activities 5,277.5 (406.3)
--------- ---------
Net increase (decrease) in cash and
cash equivalents (177.1) 119.9
CASH AND CASH EQUIVALENTS:*
At beginning of year 209.2 67.7
--------- ---------
At end of period $ 32.1 $ 187.6
========= =========
</TABLE>
<PAGE> PAGE 6
Item 1. Financial Statements. (continued)
- ------ --------------------
<TABLE>
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In millions of dollars)
(Unaudited)
<CAPTION>
Nine Months Ended
September 30,
1997 1996
---------- ----------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest (net of amounts capitalized) $ 158.9 $ 108.8
Income taxes $ 154.6 $ 232.7
* Cash equivalents are highly liquid investments purchased three months
or less from maturity.
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE> PAGE 7
Item 1. Financial Statements. (continued)
- ------ --------------------
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. In the opinion of Management, the accompanying unaudited interim
financial statements contain all adjustments (consisting of normal
recurring accruals) necessary to present fairly NS' financial
position as of September 30, 1997, and its results of operations
and cash flows for the nine months ended September 30, 1997 and
1996.
While Management believes that the disclosures presented are
adequate to make the information not misleading, these consolidated
financial statements and notes should be read in conjunction with
the financial statements and notes included in the Corporation's
latest Annual Report on Form 10-K and subsequent Quarterly Reports
on Form 10-Q and any Current Reports on Form 8-K.
2. Commitments and Contingencies
Except as discussed below, there have been no significant changes
since year-end 1996 in the matters as discussed in NOTE 15,
COMMITMENTS AND CONTINGENCIES, and NOTE 16, EVENTS SUBSEQUENT TO
THE DATE OF THE INDEPENDENT AUDITORS' REPORT-CONRAIL DEVELOPMENTS,
appearing in the NS Annual Report on Form 10-K for 1996, Notes to
Consolidated Financial Statements, beginning on page 76.
JOINT ACQUISITION OF CONRAIL INC. (CONRAIL)
-------------------------------------------
On May 23, 1997, NS and CSX Corporation (CSX), through a jointly
owned entity, completed the acquisition of Conrail stock that was
tendered in response to the NS/CSX tender offer. On June 2, 1997,
a merger subsidiary jointly controlled by NS and CSX was merged
into Conrail. Pursuant to the merger, all previously issued
Conrail stock either was canceled or was converted into the right
to receive $115 per share in cash. NS' share of the purchase price
to acquire Conrail stock is expected to total $5.8 billion
(including the cost of shares acquired prior to May 23 and
transaction fees and expenses), some of which was recorded as a
current liability. NS has a 58% economic and a 50% voting interest
in the entity which owns Conrail. All Conrail stock jointly owned
by NS and CSX has been placed in a voting trust pending approval of
the control transaction by the Surface Transportation Board (STB).
The approval of the STB, while anticipated, cannot be assumed, and
a final decision is not likely prior to mid-1998. The transaction
will be consummated after STB approval and is contingent upon,
among other things, attainment of labor implementing agreements
(see also Notes 3, 4 and 5).
DEBT COMMITMENTS
----------------
On May 21, 1997, NS terminated the remaining $1.65 billion of the
commitments available under a $13.0 billion credit agreement dated
February 10, 1997, as amended. NS currently has in place a
$2.8 billion, five-year credit facility that supports its
commercial paper. The credit facility provides for interest on
borrowings at rates prevailing at the time and contains
<PAGE> PAGE 8
Item 1. Financial Statements. (continued)
- ------ --------------------
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
2. Commitments and Contingencies (continued)
DEBT COMMITMENTS (continued)
----------------
customary financial covenants. The cost of the Conrail transaction
was financed through the issuance of senior term debt and
commercial paper. On May 14, 1997, NS terminated the contracts and
agreements previously entered into to hedge its exposure to changes
in certain interest rates (see Note 5, "Term Notes," "Hedging
Activities" and "Commercial Paper").
3. Conrail Effect on NS' Financial Statements
The equity method of accounting has been applied to NS' investment
in Conrail in accordance with APB No. 18, "The Equity Method of
Accounting for Investments in Common Stock." As a result, the
September 30, 1997, Consolidated Balance Sheet includes
$5.8 billion in investments (see also Note 5). The 1997
Consolidated Statements of Income reflect various Conrail-related
items. These principally consist of expenses associated with the
acquisition of Conrail stock, such as interest expense on debt and
credit facility costs, including the first-quarter pretax charge of
$77.2 million, and equity in earnings of Conrail. The latter,
amounting to $64.5 million for the first nine months, represents
NS' portion of Conrail's earnings, after excluding items considered
to be part of the Conrail acquisition costs, net of $27.5 million
amortization of the difference between NS' investment in Conrail
and the underlying equity in net assets. NS is amortizing the
difference between its purchase price for its investment in Conrail
and its equity in the underlying net assets of Conrail based on
preliminary estimates of: (a) the fair values of Conrail's
property and equipment, (b) their remaining useful lives, and
(c) the fair values of other Conrail assets and liabilities.
Conrail-related items reduced third-quarter net income by
$23.7 million, or $0.07 per share, and reduced net income for the
first nine months by $86.3 million, or $0.23 per share.
<PAGE> PAGE 9
Item 1. Financial Statements. (continued)
- ------ --------------------
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
4. Conrail and Subsidiaries--Summarized Consolidated Financial
Information
The following summary financial information for Conrail for its
fiscal periods ended September 30, 1997 and 1996, and at
December 31, 1996, as provided by Conrail's management, should be
read in conjunction with the financial statements and notes
included in Conrail's and Consolidated Rail Corporation's latest
Annual Reports on Form 10-K and subsequent Quarterly Reports on
Form 10-Q and any Current Reports on Form 8-K.
<TABLE>
Summarized Consolidated Statements of Income - Conrail
------------------------------------------------------
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
-------- -------- -------- --------
(In millions of dollars)
(Unaudited)
<S> <C> <C> <C> <C>
Operating revenues $ 944 $ 933 $ 2,787 $ 2,771
Operating expenses 726 698 2,684 2,413
------- ------- ------- -------
Operating income 218 235 103 358
Other-net (21) (19) (59) (54)
------- ------- ------- -------
Income before income
taxes 197 216 44 304
Provision for
income taxes 96 78 155 109
------- ------- ------- -------
Net income (loss) $ 101 $ 138 $ (111) $ 195
======= ======= ======= =======
Note: Operating expenses for 1997 include a $221 million charge in
the second quarter in conjunction with the termination of the
Conrail ESOP, and $23 million and $264 million, respectively, of
merger-related compensation and other costs in the third quarter
and first nine months. The third-quarter provision for income
taxes includes a $22 million adjustment for cumulative deferred
taxes related to recent Ohio tax law changes. These items reduced
net income by $38 million in the third quarter and $442 million for
the first nine months. Operating expenses for 1996 include a
$135 million second-quarter charge for voluntary separation
programs that reduced net income by $83 million.
</TABLE>
<PAGE> PAGE 10
Item 1. Financial Statements. (continued)
- ------ --------------------
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
4. Conrail and Subsidiaries--Summarized Consolidated Financial
Information (continued)
<TABLE>
Summarized Consolidated Balance Sheets - Conrail
------------------------------------------------
<CAPTION>
September 30, December 31,
1997 1996
------------ ------------
(Unaudited)
<S> <C> <C>
Assets
Current assets $ 1,117 $ 1,117
Noncurrent assets 7,486 7,285
-------- --------
Total assets $ 8,603 $ 8,402
======== ========
Liabilities and stockholders' equity
Current liabilities $ 1,231 $ 1,092
Noncurrent liabilities 4,326 4,203
Stockholders' equity 3,046 3,107
-------- --------
Total liabilities and
stockholders' equity $ 8,603 $ 8,402
======== ========
</TABLE>
5. Long-Term Debt
TERM NOTES
----------
On May 19, 1997, to finance the cost of the Conrail transaction, NS
issued and sold $4.3 billion of senior term notes as follows:
$400 million of its 6.7% Notes due May 1, 2000; $200 million of its
6.875% Notes due May 1, 2001; $500 million of its 6.95% Notes due
May 1, 2002; $750 million of its 7.35% Notes due May 15, 2007;
$550 million of its 7.7% Notes due May 15, 2017; $800 million of
its 7.8% Notes due May 15, 2027; $750 million of its 7.05% Notes
due May 1, 2037; and $350 million of its 7.9% Notes due May 15,
2097. None of the Notes is entitled to any sinking fund.
The 2000 Notes, the 2001 Notes, the 2002 Notes and the 2007 Notes
are not redeemable prior to maturity. The 2017 Notes, the 2027
Notes and the 2097 Notes may be redeemed at any time at NS' option.
The 2037 Notes may be redeemed at the option of the holder on
May 1, 2004, at face value; thereafter, they may be redeemed at any
time at NS' option. If certain tax laws are changed, NS has the
right to shorten the maturity of the 2097 Notes. NS is subject to
various financial covenants while the Notes are outstanding.
<PAGE> PAGE 11
Item 1. Financial Statements. (continued)
- ------ --------------------
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
5. Long-Term Debt (continued)
HEDGING ACTIVITIES
------------------
On May 14, 1997, NS terminated $1.25 billion notional amount of
contracts and agreements previously entered into to hedge its
exposure to changes in interest rates in anticipation of issuing
certain Conrail-related debt. The related payment, which was not
material, was capitalized and is being amortized as interest
expense over the life of the underlying debt.
NS does not engage in the trading of derivatives. NS has hedged
interest rate exposures on certain components of its debt portfolio
(see "Capital Lease Obligations"). Differentials paid or received
as a result of fluctuations in market interest rates are deferred
and recognized in interest expense over the outstanding lives of
the related debt. Unamortized balances are included in long-term
debt in the Consolidated Balance Sheets.
COMMERCIAL PAPER
----------------
In February and May 1997, NS issued commercial paper debt to
finance part of the cost of the Conrail transaction. The debt has
been classified as long-term because NS has the ability, through a
revolving credit facility, to convert this obligation into
longer-term debt. NS intends to refinance the commercial paper
either by issuing additional commercial paper or by replacing
commercial paper notes with long-term debt.
CAPITAL LEASE OBLIGATIONS
-------------------------
During the first halves of 1997 and 1996, a rail subsidiary of NS
entered into capital leases covering new locomotives. The related
capital lease obligations totaling $64.0 million in 1997 and
$107.8 million in 1996 were reflected in the Consolidated Balance
Sheets as debt and, because they were non-cash transactions, were
excluded from the Consolidated Statements of Cash Flows. The lease
obligations carry stated interest rates of between 6.83 percent and
7.40 percent for the leases entered into in 1997, and between
6.20 percent and 6.75 percent for those entered into in 1996. All
were converted to variable rate obligations using interest rate
swap agreements. The interest rates on these obligations are based
on the six-month London Interbank Offered Rate and are reset every
six months with realized gains or losses accounted for as an
adjustment of interest expense over the terms of the leases. As a
result, NS is exposed to the market risk associated with
fluctuations in interest rates. To date, the effects of the rate
fluctuations have been favorable and not material. Counterparties
to the interest rate swap agreements are major financial
institutions believed by Management to be creditworthy.
<PAGE> PAGE 12
Item 1. Financial Statements. (continued)
- ------ --------------------
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
6. Stock Split
On July 22, 1997, the Board of Directors approved an amendment to
the Corporation's Restated Articles of Incorporation increasing the
number of authorized shares of Common Stock from 450 million to
1,350 million in connection with a three-for-one common stock split
to stockholders of record on September 5, 1997. This stock split,
with no change in the par value of $1 per share, resulted in the
issuance of approximately 266 million additional shares of Common
Stock. The effect of the split was reflected within "Stockholders'
Equity" by transferring the par value for the additional shares
issued from "Additional paid-in capital" to "Common Stock." All
per share amounts in this 10-Q Report have been restated to reflect
the stock split.
7. Earnings Per Share
<TABLE>
Earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding as follows
(adjusted to reflect the three-for-one stock split described in
Note 6):
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
---- ---- ---- ----
(In thousands)
<S> <C> <C> <C> <C>
Average number of
shares outstanding 377,002 376,815 376,421 380,735
</TABLE>
The decrease in the average number of shares outstanding for the
first nine months of 1997 compared with the first nine months of
1996 is a result of the stock purchase program which was suspended
on October 23, 1996, and has not been resumed.
8. Reclassification of Motor Carrier Revenues and Expenses
Motor carrier revenues and expenses have been reclassified to
conform to a change in presentation made in the first quarter of
1997 from a net basis to a gross basis. Certain motor carrier
expenses previously reported "net" in revenues have been
reclassified to motor carrier expenses to conform with recent
industry reporting practices. Motor carrier operating income is
not affected by this change in presentation, and prior periods have
been reclassified to conform to the 1997 presentation.
<PAGE> PAGE 13
Item 2. 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
RESULTS OF OPERATIONS
Net Income
- ----------
Net income for the third quarter was $179.5 million, a decrease of
$22.8 million, or 11 percent, compared with the third quarter of 1996.
Net income for the nine months ended September 30, 1997, was
$497.4 million, down $72.5 million, or 13 percent, compared with the same
period last year. Included in 1997's results were several items, related
to the NS/CSX acquisition of Conrail, that reduced net income for the
third quarter by $23.7 million and for the first nine months by
$86.3 million (see "Joint Acquisition of Conrail," below, and Note 3).
Increased income from railway operations, up 4 percent, somewhat
mitigated the effects of the Conrail-related items for the first nine
months.
<TABLE>
Railway Operating Revenues
- --------------------------
Third-quarter railway operating revenues were a record $1.05 billion, up
$28.0 million, or 3 percent. For the first nine months, railway
operating revenues were a record $3.16 billion, up $86.1 million, or
3 percent. As shown in the following table, increased traffic volume and
higher revenue per unit were responsible for the third-quarter
improvement, while the beneficial effects of increased traffic volume
were partly offset by lower revenue per unit for the first nine months.
<CAPTION>
Third Quarter First Nine Months
1997 vs. 1996 1997 vs. 1996
Increase (Decrease) Increase (Decrease)
------------------ ------------------
(In millions of dollars)
<S> <C> <C>
Traffic volume (carloads) $ 20.0 $ 96.0
Revenue per unit 8.0 (9.9)
------- -------
$ 28.0 $ 86.1
======= =======
</TABLE>
<PAGE> PAGE 14
Item 2. Management's Discussion and Analysis of Financial Condition
- ------ -----------------------------------------------------------
and Results of Operations. (continued)
-------------------------
<TABLE>
Revenues and carloads for the commodity groups were as follows:
<CAPTION>
Revenues
------------------------------------------
Third Quarter Nine Months
1997 1996 1997 1996
-------- -------- -------- --------
($ in millions)
<S> <C> <C> <C> <C>
Coal $ 325.7 $ 327.5 $ 977.3 $ 979.8
Chemicals 144.3 141.4 441.0 422.3
Paper/forest 138.0 130.1 407.0 388.5
Automotive 112.1 112.2 368.0 364.2
Agriculture 93.6 94.4 288.1 293.1
Metals/construction 92.6 92.2 277.0 269.4
-------- -------- -------- --------
General merchandise 580.6 570.3 1,781.1 1,737.5
Intermodal 141.8 122.3 402.5 357.5
-------- -------- -------- --------
Total $1,048.1 $1,020.1 $3,160.9 $3,074.8
======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Carloads
-------------------------------------------
Third Quarter Nine Months
1997 1996 1997 1996
--------- --------- --------- ---------
(in thousands)
<S> <C> <C> <C> <C>
Coal 332.3 333.4 987.4 987.5
Chemicals 100.8 97.5 303.6 286.8
Paper/forest 116.1 111.6 345.0 329.8
Automotive 81.4 83.5 270.5 263.1
Agriculture 86.9 91.6 267.3 275.5
Metals/construction 96.2 94.4 282.0 273.5
-------- -------- -------- --------
General merchandise 481.4 478.6 1,468.4 1,428.7
Intermodal 379.8 334.1 1,095.0 976.5
-------- -------- -------- --------
Total 1,193.5 1,146.1 3,550.8 3,392.7
======== ======== ======== ========
</TABLE>
<PAGE> PAGE 15
Item 2. Management's Discussion and Analysis of Financial Condition
- ------ -----------------------------------------------------------
and Results of Operations. (continued)
-------------------------
Coal
- ----
Revenues from coal traffic were down slightly in both the third quarter
and the first nine months, compared with the same periods last year.
Tonnage handled increased 1 percent for both periods as gains in export
and steel coal volume offset declines in utility coal volume. Export
coal tonnage increased 7 percent in the third quarter and 8 percent for
the first nine months, primarily due to increased shipments to Holland,
Japan and Brazil. Utility tonnage decreased 3 percent in the third
quarter and 2 percent for the first nine months, principally due to
reduced shipments because of the mild summer, unscheduled plant outages
and service disruptions in the West. Average revenues per car were
down slightly for both periods due to increases in shorter-haul
traffic. Fourth-quarter coal revenues are expected to be about even
with those of 1996.
General Merchandise
- -------------------
Revenues from general merchandise traffic increased 2 percent in the
third quarter and 3 percent for the first nine months, compared with the
same periods last year. Increased paper/forest and chemicals revenues
were principally responsible for these improvements.
Chemicals revenues increased 2 percent in the third quarter and 4 percent
for the first nine months, due to increased traffic volume in most market
groups. Paper/forest revenues increased 6 percent in the third quarter
and 5 percent for the first nine months, due to wood chip and kaolin
volume growth, increased demand for lumber and printing paper, and
compared with relatively weak periods last year. Metals/construction
revenues were up slightly in the third quarter and increased 3 percent
for the first nine months, due to strong demand for aggregates required
for new construction projects. Automotive revenues were flat in the
third quarter, but increased 1 percent for the first nine months. In the
third quarter, continued bilevel equipment shortages, service disruptions
in the West and unexpected plant downtime adversely affected traffic
volume. Agriculture revenues decreased 1 percent in the third quarter
and 2 percent for the first nine months, due to lower traffic volume.
General merchandise revenues in the fourth quarter are expected to
continue to be ahead of the same period last year.
Intermodal
- ----------
Revenues from intermodal traffic increased 16 percent in the third
quarter and 13 percent for the first nine months, compared with the
same periods last year. Container traffic volume led the growth,
increasing 16 percent in the third quarter and 14 percent for the first
nine months. Trailer volume increased 9 percent for the quarter and
the first nine months. RoadRailer volume increased 13 percent in the
third quarter and 11 percent for the first nine months. Fourth-quarter
intermodal revenues are expected to continue to show double-digit
percentage growth, compared with last year.
<PAGE> PAGE 16
Item 2. Management's Discussion and Analysis of Financial Condition
- ------ -----------------------------------------------------------
and Results of Operations. (continued)
-------------------------
Railway Operating Expenses
- --------------------------
Railway operating expenses increased 4 percent in the third quarter and
2 percent for the first nine months, compared with the same periods last
year.
The largest increases were in materials, services and rents, which was
up 12 percent in the third quarter and 11 percent for the first nine
months. These increases, primarily volume driven, reflect a rise in
equipment rents, handling costs related to the growth in intermodal
traffic, locomotive repair costs and joint facility costs.
Additionally, higher information technology costs, primarily Year-2000
compliance programming, contributed to the increases.
Compensation and benefits expenses increased 3 percent in the third
quarter, but decreased slightly for the first nine months. The increase
for the quarter was primarily due to higher wages for agreement
employees, including the July 1 general wage increase for certain
agreement employees, and train and engine employee training costs. For
the first nine months, productivity gains and lower fringe benefits costs
more than offset the effects of the higher wage rates.
Casualties and other claims expenses increased 10 percent in the third
quarter, but decreased 9 percent for the first nine months. The
comparative increase for the quarter was related to the effect of a
1996 insurance premium rebate for earlier periods. The year-to-date
decline was primarily due to lower personal injury and environmental
accruals.
Diesel fuel expenses decreased 4 percent in the third quarter, but
increased 2 percent for the first nine months. The decrease for the
quarter was due to a 7 percent decline in the average price per gallon,
which was partially offset by a 3 percent increase in consumption caused
by higher traffic volume. For the first nine months, the average price
per gallon was down slightly, while consumption was up 2 percent.
Other expenses declined 4 percent in the third quarter and 3 percent
for the first nine months due to favorable adjustments of sales and use
taxes and, for the year-to-date, favorable adjustments of property
taxes.
The 3 percent increase in railway operating revenues combined with a
4 percent increase in railway operating expenses produced a
third-quarter railway operating ratio of 71.6 percent, 1 percentage
point higher than last year. The higher railway operating ratio
reflects, in part, that intermodal traffic was a larger component of
railway traffic. For the first nine months, the railway operating
ratio was 71.6 percent, a record for that period compared to
72.0 percent for the first nine months of 1996.
<PAGE> PAGE 17
Item 2. Management's Discussion and Analysis of Financial Condition
- ------ -----------------------------------------------------------
and Results of Operations. (continued)
-------------------------
Motor Carrier Operating Revenues
- --------------------------------
Motor carrier operating revenues increased 4 percent in the third
quarter and 2 percent for the first nine months, compared with the same
periods last year. For the quarter, revenues increased 6 percent for
the High Value Products (HVP) Division and 3 percent for the Relocation
Services (RS) Division. For the first nine months, HVP revenues were
up 5 percent, while RS revenues were down less than 1 percent. All of
the revenue changes were primarily volume driven.
Motor Carrier Operating Expenses
- --------------------------------
Motor carrier operating expenses increased 4 percent in the third
quarter and 1 percent for the first nine months, compared with the same
periods last year. Both variances were principally due to increased
volume.
Other Income (Expense)
- ----------------------
Total other income and expense in the third quarter was an expense of
$64.6 million, compared with an expense of $2.3 million in
third-quarter 1996. For the first nine months, total other income and
expense was an expense of $191.2 million, compared with an expense of
$0.6 million in the same period last year. The large increases were
principally attributable to interest expense on debt related to the
acquisition of Conrail stock, and a one-time charge of $77.2 million in
the first quarter of 1997 to write off costs incurred to establish and
maintain a $13 billion credit facility in connection with NS' bid to
acquire all of Conrail. The additional interest expense and the credit
facility charge were somewhat offset by equity in earnings of Conrail
(see also "Joint Acquisition of Conrail," below, and Notes 2 and 3).
Income Taxes
- ------------
The effective income tax rate for the third quarter was 27.6 percent,
compared with 35.4 percent for third-quarter 1996. For the first nine
months, the effective rate was 32.3 percent, compared with 35.7 percent
for the same period last year. Both periods this year were affected by
NS' equity in the after-tax earnings of Conrail. Excluding equity in
earnings of Conrail from pretax income, the effective rates were
33.1 percent in the third quarter and 35.4 percent for the first nine
months. The lower rate for the quarter, compared with third-quarter
1996, resulted from favorable adjustments of state income tax accrued
liabilities.
<PAGE> PAGE 18
Item 2. Management's Discussion and Analysis of Financial Condition
- ------ -----------------------------------------------------------
and Results of Operations. (continued)
-------------------------
<TABLE>
FINANCIAL CONDITION AND LIQUIDITY
<CAPTION>
September 30, 1997 December 31, 1996
------------------ -----------------
(Dollars in millions)
<S> <C> <C>
Cash and short-term investments $188.8 $403.4
Working capital $(36.4) $266.5
Current assets to current liabilities 1.0 1.2
Debt to total capitalization 58.8% 27.6%
</TABLE>
CASH PROVIDED BY OPERATING ACTIVITIES is NS' principal source of
liquidity and was sufficient to cover most of the cash outflows for
dividends, debt repayments and capital spending (see Consolidated
Statements of Cash Flows on page 5). The increase in the current
liabilities other than debt source of cash this year versus last year
is principally due to interest accruals for debt issued to finance the
Conrail acquisition. The comparatively greater use of cash in
other-net was primarily attributable to decreases in long-term
liabilities compared with increases in the same period last year and
greater increases in certain other assets. The small working capital
deficit at September 30, 1997, is attributable to interest accrued on
the Conrail acquisition debt, which is due in the fourth quarter. NS
expects to issue additional commercial paper to fund some of the
interest payments.
CASH USED FOR INVESTING ACTIVITIES increased substantially due to the
joint acquisition of Conrail (see "Joint Acquisition of Conrail,"
below, and Notes 2 and 3). The increase in property additions in the
first nine months of 1997, compared with last year, is the result of
increased roadway additions and the purchase of some locomotives in
1997 using cash, instead of capital leases.
CASH PROVIDED BY FINANCING ACTIVITIES in the first half of 1997
included net proceeds from the issuance of $4.3 billion principal
amount of senior term debt and proceeds from the sale of commercial
paper to finance NS' share of the cost of the joint acquisition of
Conrail (see Note 5). Included also is $72.0 million of credit
facility costs related to certain now-terminated commitments under
credit agreements which were in place to support the previous tender
offer for all Conrail shares. NS currently has in place a $2.8 billion
credit facility to support its commercial paper (see Note 2, "Debt
Commitments"). The agreements entered into to hedge certain NS
exposures to changes in interest rates were terminated during the
second quarter (see Note 5, "Hedging Activities").
<PAGE> PAGE 19
Item 2. Management's Discussion and Analysis of Financial Condition
- ------ -----------------------------------------------------------
and Results of Operations. (continued)
-------------------------
JOINT ACQUISITION OF CONRAIL
On May 23, 1997, NS and CSX completed the acquisition of Conrail stock
that was tendered in response to the NS/CSX tender offer (see Note 2).
On June 2, a merger subsidiary jointly controlled by NS and CSX was
merged into Conrail. Pursuant to the merger, all previously issued
Conrail stock was either canceled or converted into the right to
receive $115 per share in cash. NS' estimated total cost for its share
of the acquisition is expected to be $5.8 billion. On June 23, NS and
CSX filed a joint application with the STB for control and division of
the use and operations of Conrail's assets as well as related matters
necessary to implement the transaction. The application addresses
projected traffic flows, proposed operations and related matters;
outlines the capital investments each of NS and CSX plans to make in
new connections and facilities and to increase capacity on critical
routes; and details operating savings and other public benefits
resulting from the transaction. The application also contains
certain historical and pro forma financial information required by the
STB. The STB has the authority to modify contract terms and impose
additional conditions, including divestitures, grants of trackage
rights and modification of other proposed aspects of operations. In
May, the STB issued a scheduling order providing for issuance of a
final STB decision no later than June 8, 1998, to become effective 30
days thereafter.
On November 3, the STB extended the period for issuing its final
decision by 45 days, to July 23, 1998, to become effective 30 days
thereafter. This extension was in conjunction with a new requirement
that NS and CSX comply with the STB's order requiring submission of
detailed safety integration plans. This may or may not delay the
realization of the expected transaction benefits. No assurance can
be given with respect to the receipt of STB approval or as to
modifications or conditions that may be imposed in connection
therewith. The joint application is a public document,
available for review in its entirety at the office of the STB,
located at 1925 K Street, NW, Washington, DC 20423-0001.
Until the date NS and CSX are permitted by the STB to assume control
over Conrail (the "Control Date"), Conrail will continue to be managed
by its current Board of Directors and management. After the Control
Date, various agreements between NS and CSX provide, among other things
and subject to approval by the STB and other conditions, for each of
the parties: (1) separately to operate portions of the routes and
assets now owned and operated by Conrail, and (2) jointly to operate
other Conrail properties. Those agreements also provide for the
allocation between NS and CSX of responsibility for certain known and
contingent Conrail liabilities. Until the STB renders a final decision
on the control application filed by NS and CSX, NS will not have
complete access to Conrail's related books, records and physical
assets, and will not know precisely which Conrail properties NS will
have responsibility for under its agreements with CSX. As a
consequence, it is not possible at this time for NS to state or to
assess with precision the amount of its share of Conrail assets and
liabilities.
<PAGE> PAGE 20
Item 2. Management's Discussion and Analysis of Financial Condition
- ------ -----------------------------------------------------------
and Results of Operations. (continued)
-------------------------
DERIVATIVE FINANCIAL INSTRUMENTS
NS uses derivative financial instruments in limited instances to manage
interest rate risk. 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 a
targeted mix within its debt portfolio. NS had a limited number of
interest rate swaps in place at September 30, 1997 (see Note 5,
"Capital Lease Obligations"), all of which were accounted for as
hedging transactions. Because these derivative instruments are being
used to convert certain fixed-rate debt to a variable market-based
rate, NS' total potential interest rate exposure under these swaps is
not determinable. However, NS' management considers it highly unlikely
that interest rate fluctuations applicable to these instruments will
result in a material adverse effect on the Company's financial
position, results of operations or liquidity.
CLASS ACTION SUIT
Norfolk Southern Corporation is the defendant in a class action suit
filed in federal district court in Birmingham, Alabama, on behalf of
African-Americans currently employed or working since December 16,
1989, who allege that the Corporation has discriminated against them in
promotion to nonagreement positions because of their race. The
non-jury trial concluded in June, and the parties await the judge's
setting a briefing schedule. While the outcome of this matter cannot
be predicted, Management's current assessment, based on all known facts
and circumstances and other available factors, is that the result is
unlikely to have a material adverse effect on NS' financial position,
results of operations or liquidity.
JURY VERDICT
On September 8, 1997, a state court jury in New Orleans, Louisiana,
returned a verdict awarding $175 million in punitive damages against
The Alabama Great Southern Railroad Company (AGS), a subsidiary of
Norfolk Southern Railway Company, all the common stock of which is
owned by NS. The verdict was returned in a class action suit involving
some 8,000 individuals who claim to have been damaged as the result of
an explosion and fire that occurred in New Orleans on September 9,
1987, when a chemical called butadiene leaked from a tank car.
The jury verdict awarded a total of nearly $3.2 billion in punitive
damages against four other defendants in the same case: two rail
carriers, the owner of the car and the shipper.
<PAGE> PAGE 21
Item 2. Management's Discussion and Analysis of Financial Condition
- ------ -----------------------------------------------------------
and Results of Operations. (continued)
-------------------------
Previously, the jury had awarded nearly $2.0 million in compensatory
damages to 20 individuals who are members of the class. However, at
least in part because there has been no determination of the amount of
compensatory damage, if any, sustained by all the class members to whom
the jury awarded punitive damages, the Supreme Court of Louisiana
recently entered an order prohibiting the trial judge from entering a
final judgment for punitive damages until liability for all remaining
compensatory damages has been determined.
Management will continue to monitor the progress of the litigation.
If the trial judge does not set aside or modify the jury verdict in
an acceptable manner, appropriate appeals will be pursued. Management
believes that the jury verdicts are both grossly excessive and
without factual or legal justification, and AGS' ultimate financial
liability--the amount of which could be reduced substantially by
anticipated recoveries from liability insurance carriers--will not
have a material adverse effect on NS' consolidated financial position,
results of operations or cash flows.
<PAGE> PAGE 22
PART II. OTHER INFORMATION
----------------------------
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
Item 6. Exhibits and Reports on Form 8-K.
- ------ --------------------------------
(a) Exhibits:
Computation of Per Share Earnings
Financial Data Schedule
(b) Reports on Form 8-K:
A report on Form 8-K dated July 3, 1997, was filed
electronically on July 3, 1997, reporting that the
Corporation closed the $3.5 billion, five-year
credit agreement dated as of May 21, 1997, among
the Corporation, the banks from time to time
parties thereto, Morgan Guaranty Trust Company of
New York, as administrative agent, and Merrill
Lynch Capital Corporation, as document agent.
A report on Form 8-K dated July 22, 1997, was filed
electronically on July 23, 1997, reporting that the
Board of Directors of the Corporation approved a
three-for-one split of the Corporation's common
stock, with an expected effective and record date
of September 5, 1997.
A report on Form 8-K dated September 10, 1997, was
filed electronically on September 10, 1997,
reporting that a state court jury in New Orleans,
Louisiana, returned a verdict awarding $175 million
in punitive damages against The Alabama Great
Southern Railroad Company, a subsidiary of Norfolk
Southern Railway Company, all the common stock of
which is owned by the Corporation.
<PAGE> PAGE 23
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
NORFOLK SOUTHERN CORPORATION
-----------------------------------------
(Registrant)
Date: November 10, 1997 /s/ Dezora M. Martin
------------------- -----------------------------------------
Dezora M. Martin
Corporate Secretary (Signature)
Date: November 10, 1997 /s/ John P. Rathbone
------------------- -----------------------------------------
John P. Rathbone
Vice President and Controller
(Principal Accounting Officer)(Signature)
<PAGE> PAGE 24
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS
-----------------
Electronic
Submission
Exhibit
Number Description Page Number
- ----------- ----------------------------------------- -----------
11 Statement re Computation of Per Share
Earnings 25-26
27 Financial Data Schedule
(This exhibit is required to be submitted
electronically pursuant to the rules and
regulations of the Securities and
Exchange Commission and shall not be
deemed filed for purposes of Section 11
of the Securities Act of 1933 or
Section 18 of the Securities Exchange
Act of 1934). 27
<PAGE> PAGE 25
EXHIBIT 11 Page 1 of 2
<TABLE>
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
(In millions except per share amounts)
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Computation for Statements of Income
- ------------------------------------
Net income per statements of income $ 179.5 $ 202.3 $ 497.4 $ 569.9
------- ------- ------- -------
Weighted average number of shares
outstanding 377.0 376.8 376.4 380.7
------- ------- ------- -------
Primary earnings per share $ 0.47 $ 0.54 $ 1.32 $ 1.50
======= ======= ======= =======
Additional Primary Computation
- ------------------------------
Net income per statements of income $ 179.5 $ 202.3 $ 497.4 $ 569.9
------- ------- ------- -------
Adjustment to weighted average
number of shares outstanding:
Weighted average number of
shares outstanding per
primary computation above 377.0 376.8 376.4 380.7
Dilutive effect of outstanding
options, stock appreciation
rights (SARs) and performance
share units (PSUs) (as
determined by the application
of the treasury stock
method) <F1> 4.2 4.4 3.5 4.3
------- ------- ------- -------
Weighted average number of
shares outstanding,
as adjusted 381.2 381.2 379.9 385.0
======= ======= ======= =======
Primary earnings per share,
as adjusted <F2>:
Net income $ 0.47 $ 0.53 $ 1.31 $ 1.48
======= ======= ======= =======
<FN>
<F1> See Note 12 of Notes to Consolidated Financial Statements in Norfolk
Southern's 1996 Annual Report on Form 10-K for a description of the
Long-Term Incentive Plan.
<F2> These calculations are submitted in accordance with Regulation S-K
item 601(b)(11) although not required by footnote 2 to paragraph 14
of APB Opinion No. 15 because they result in dilution of less than
3 percent.
</TABLE>
<PAGE> PAGE 26
EXHIBIT 11 Page 2 of 2
<TABLE>
NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
(In millions except per share amounts)
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Fully Diluted Computation
- -------------------------
Net income per statements of income $ 179.5 $ 202.3 $ 497.4 $ 569.9
Adjustment to increase earnings
to requisite level to earn
maximum PSUs, net of tax effect 8.9 29.7 27.8 83.6
------- ------- ------- -------
Net income, as adjusted $ 188.4 $ 232.0 $ 525.2 $ 653.5
======= ======= ======= =======
Adjustment to weighted average
number of shares outstanding,
as adjusted for additional
primary calculation:
Weighted average number of
shares outstanding, as
adjusted per additional
primary computation on page 1 381.2 381.2 379.9 385.0
Additional dilutive effect of
outstanding options and SARs
(as determined by the
application of the treasury
stock method using period
end market price) -- 0.6 0.6 0.7
Additional shares issuable at
maximum level for PSUs 0.1 0.1 0.1 0.1
------- ------- ------- -------
Weighted average number of
shares, as adjusted 381.3 381.9 380.6 385.8
======= ======= ======= =======
Fully diluted earnings
per share <F3>: $ 0.49 $ 0.61 $ 1.38 $ 1.69
======= ======= ======= =======
<FN>
<F3> These calculations are submitted in accordance with Regulation S-K
item 601(b)(11) although they are contrary to paragraph 40 of
APB Opinion No. 15 because they produce an anti-dilutive result.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> $ 32
<SECURITIES> 157
<RECEIVABLES> 816
<ALLOWANCES> 16
<INVENTORY> 60
<CURRENT-ASSETS> 1,272
<PP&E> 14,420
<DEPRECIATION> 4,515
<TOTAL-ASSETS> 17,509
<CURRENT-LIABILITIES> 1,308
<BONDS> 7,460
0
0
<COMMON> 399
<OTHER-SE> 4,896
<TOTAL-LIABILITY-AND-EQUITY> 17,509
<SALES> 0
<TOTAL-REVENUES> 3,881
<CGS> 0
<TOTAL-COSTS> 2,955
<OTHER-EXPENSES> (64)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 256
<INCOME-PRETAX> 734
<INCOME-TAX> 237
<INCOME-CONTINUING> 497
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 497
<EPS-PRIMARY> 1.32 <F1>
<EPS-DILUTED> 0
<FN>
<F1> NSC declared a three-for-one stock split payable October 9, 1997,
to shareholders of record on September 5, 1997.
</TABLE>
