Greetings. Welcome to the Norfolk Southern Corporation Second Quarter 2014 Earnings Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. (Operator Instructions) As a reminder, this conference is being recorded. I would now like to turn the conference over to your host Katie Cook, Director of Investor Relations for Norfolk Southern. Thank you, Ms. Cook. You may now begin.

Thank you, Rob, and good morning. Before we begin today’s call, I would like to mention a few items. First, the slides of the presenters are available on our website at nscorp.com in the Investors section. Additionally, transcripts and downloads of today’s call will be posted on our website. Please be advised that any forward-looking statements made during the course of the call represent our best, good faith judgment as to what may occur in the future. Statements that are forward-looking can be identified by the use of words such as believe, expect, anticipate and project. Our actual results may differ materially from those projected and will be subject to a number of risks and uncertainties, some of which may be outside of our control. Please refer to our annual and quarterly reports filed with the SEC for discussions of those risks and uncertainties we view as most important. Additionally, keep in mind that all references to reported results, excluding certain adjustments, that is, non-GAAP numbers, have been reconciled on our website in the Investors section. Now, it is my pleasure to introduce Norfolk Southern Chairman and CEO, Wick Moorman.

Thank you, Katie, and good morning, everyone. It’s my pleasure to welcome you to our second quarter 2014 earnings conference call. With me today are several members of our senior team, including our President, Jim Squires; our Chief Marketing Officer, Don Seale; our Chief Operating Officer, Mark Manion; and our Chief Financial Officer, Marta Stewart. I am very pleased to report that Norfolk Southern's second quarter financial results set all time records across the Board. Earnings for the quarter were $1.79 per share, up 23%, compared with $1.46 we earned in the second quarter of last year. These very strong results reflect a substantial increase in demand, coupled with our continuing effective cost control. Overall traffic was up 8%, reflecting a double-digit rise in intermodal, along with increases in both merchandise and coal. These strong volumes resulted in record revenues, which topped $3 billion, a $240 million or 9% increase versus last year. Don will fill you in on all of the details of these gains in a few minutes. At the same time, our expenses were up only 3% despite the volume surge and some continuing slow down in our network velocity. Our resulting 66.5% operating ratio set an all time quarterly record. To put the volume growth in perspective, our weekly volumes averaged about 153,000 loads in the second quarter of this year, compared with only 141,000 loads on average in last year's second quarter. In fact, we only saw volumes exceed 150,000 loads in two weeks, up all of 2013 and in contrast we have seen only three weeks of less than 150,000 loads since the last week in March of this year. Now going immediately from the severe winter weather that we experienced to this kind of volume growth has obviously created some challenges for us, but our operating team has clearly risen to the occasion. Our network continues to be fluid and stable, although our service metrics are not yet back to last year's level. Mark will give you the numbers as well as describe our initiatives to improve network velocity. While the network slowdown in our recovery efforts did give rise to some added cost, our overall expense control was strong and Marta will go over all of the financials with you in more detail. To sum it up, it was a great quarter for our company and while we don't necessarily see the same kind of volume growth being sustained for the balance of 2014, our results show the strength of our franchise and our potential for ongoing improvement. In recognition of this potential, I am also very pleased that our Board increased our dividends yesterday by $0.03 per share or 6%. And on that note, I'll turn the program over to Don, Mark and Marta and then I'll return with some closing remarks before we take your questions. Don?

Thank you, Wick and good morning, everyone. The second quarter of 2014 as Wick stated was Norfolk Southern's first $3 billion quarter, with revenue growth of $240 million or 9%, compared to second quarter of last year. Revenue in all three primary business units increased with intermodal up 11% followed by merchandise at 8% and coal up 7%. With respect to the quarterly revenue variance, our volume increase of almost 145,000 generated $221 million in addition revenue, while improved pricing and positive fuel surcharge revenue largely offset the negative mix effect of having higher volumes of intermodal traffic. Turning to the next slide, despite higher intermodal volumes, our overall revenue per unit increased by 1% in the quarter with steady price increases among most business units. Coal revenue per unit was up 5%, due primarily to longer lengths of haul for utility coal, which offset the negative mix effect of lower volumes of export coal. In our merchandise segment, RPU was up 2% in spite of negative mix effects from higher short haul movements in the metals and construction and agricultural product segments. Lastly, our intermodal sector experienced positive pricing, which was offset by the negative mix effects of increased international volumes, which have lower revenue per unit characteristics compared to domestic shipments. Now turning to the details of our volume for the quarter, total shipments increased 8% due primarily to increases in metals and construction, intermodal, coal, crude oil, natural gas liquids and housing related commodities. Intermodal volume was up 11%, driven by organic growth and new business and international coupled with continued strength in our domestic market and highway conversion programs. Our merchandise market also experienced strong growth led by our metals and construction franchise, which was up 13%, followed by chemicals up 7% and agriculture at 5%.…

Okay. Thank you, Don. For the second quarter, operations were definitely affected by the very positive traffic growth on the heels of a difficult operating environment in the first quarter, the higher volumes presented a new set of challenges for our operations and slowed our progress in returning the network to targeted service levels and network velocity. However, it did demonstrate that we have a physical capacity in the network for future growth. It also pointed out that going forward, we need to find ways to respond more quickly to changing market forces, particularly with respect to train and engine employees. Turning to Slide two for a review of safety performance, we saw solid improvement in the second quarter, reportable personal injuries dropped to 0.88. For the first six months, the injury ratio stands at 1.19. Furthermore, our serious injury has not increased. We also saw improvement in the rate of train incidents in the second quarter, down to two incidents per million train miles. For the first six months, the train incident rate is 2.3 per million train miles. Crossing accident rates were up slightly to 3.8 per million train miles for both the second quarter and the first half of the year. Results traded on Slide three our composite service metric improved modestly from 73.4% in the first quarter to 74.5% in the second quarter, but remains well below the high service levels of 2012 and 2013. For the first six months, the service composite was 74%. Our network has remained very fluid with no significant bottlenecks due to physical constraints; however, service performance and network velocity remained below targeted levels due to accrue base that was planned for lower traffic volumes. Based on recent business growth trends and an updated business outlook, we've stepped up hiring and…

Thank you, Mark and good morning everyone. Let’s take a look at how all of that strong volume translated into second quarter financial results. As shown on Slide two and as Wick and Don already mentioned, our operating results were strong. Railway operating revenues of over $3 billion rose $240 million or 9% versus 2013, while operating expenses increased only $57 million or 3%. This improved leverage, resulted in a best ever quarterly operating ratio of 66.5. The next slide shows the major components of the $57 million net increase in railway operating expenses, which as you can see, were largely concentrated in materials and other and in fuel. Now, let’s take a closer look at each of these variances. The materials and other category increased by $35 million or 16%. About $20 million of this was due to higher casualties and other claims as the prior year had a large favorable personnel injury adjustment. In addition, about $10 million of the increase is related to higher material usage, primarily for locomotive repairs. As Mark discussed, our search fleet is fully deployed. As you would imagine, those locomotives typically require more maintenance. In addition, we had some spillover of locomotive work related to weather issues from the first quarter. With the anticipated demand that Don described, we plan to continue to use those older locomotives in the second half of the year. Therefore, you can expect a similarly elevated level of material spending. At displayed on the following slide, the $17 million or 4% increase in fuel expense was almost entirely due to higher consumption. Gallons used were up 4% on the 8% increase in traffic volume. Next, depreciation expense rose by $12 million or 5% reflective of our larger capital base. As shown on the left hand side of…

Thanks very much Marta. Well as you’ve heard, we were obviously very pleased with our second quarter results. Clearly, there is still work to be done in terms of improving our network velocity and service levels and we’ve a solid plan in place along with a great operating team to do just that. But even with that slower velocity, I’m very proud of the way that our team kept our cost in check, even in the face of a volume surge, the magnitude at which, quite frankly none of us saw coming. Looking ahead, as you’ve heard from Don while we still have some questions around coal and particularly export coal, we continue to see strong fundamentals in most of our businesses. Looking even more broadly we believe that the U.S. economy will continue to recover at a reasonable, although not robust level for the balance of this year and next, which would also help us to continue our upward momentum. There are some question marks on the regulatory front, most immediately concerning the transportation of crude oil, but I remain convinced that the U.S. rail system can transport crude oil safely and that the regulators understand and believe that as well and that they will not issue rules, which will seriously diminish our ability to do so. I’ll close by repeating again our core strategy at Norfolk Southern, which is to focus on delivering superior transportation service to our customers in the most efficient and effective way possible at prices, which reflect the value of that service in the marketplace and thereby deliver superior returns to our share holders. We’ve the franchise and the team to execute this strategy and our second quarter results also prove that we are on the right track. Thanks and I’ll turn it over to the operator for your questions.

Thank you. We will now be conducting a question-and-answer session. [Operator Instructions] Our first question is from the line of Allison Landry with Credit Suisse. Please proceed with your question.

Good morning. Thanks for taking my question. Wick, I wanted to follow up on the last comment that you made with respect to crude by rail regulation. We’ve recently been hearing some chatter actually that the DOT and PHMSA might put out, you know potentially even as soon as today or tomorrow, rules not only concerning the tank cars but also the speed limits and some of the numbers that we’ve heard are a limit of 25 miles per hour. I know that the industry has talked about 40 being the lowest that you could do, but let's just say that the is scenario is 25. What happens and how would -- how would the industry respond? Would you stop moving crude altogether or substantially decrease what you’re moving?

Allison, it’s a good question and we obviously do expect to see very shortly the regulators put out a notice of a proposed rule. There’s a lot of speculation about what might be in that proposal, but there will then be the opportunity for all of us to discuss it before they come up with a final regulation -- and obviously speeds in the range that you mentioned, 25 0r 30 miles an hour would be extraordinarily disruptive to our rail network. Not only to trying to ship crude in which the exposure quite frankly would go up significantly because it would take a lot more trains and cars to move the same amount of oil, but it would be incredibly detrimental to the service in all of the rest of our business including Amtrak and including our auto business, our intermodal business, you name it and the resulting capacity loss I think is something that the rail network quite frankly could not manage. So we’ve done a lot of modeling. We’ve had a lot of discussion with the regulators and I believe that we’ll be able to make our case that a minimum speed in the 40 to 45 mile an hour range is not only safe, which it is, but also is the range in which it will not be extraordinarily disruptive to the North American rail network.

Okay. So potentially we could see the -- the proposed rule come out with something more onerous than you guys would like but there is an opportunity to go back and revisit that.

They’re clearly in the process. It will be a proposal and there will be as I said a comment period and a period for the rail industry to present evidence and we’ll have compelling evidence that any significant speed restriction would be in fact disruptive to the point of almost shutting down the North American rail network.

Okay, that’s a great color and just a follow-up question, I guess turning to coal; is it safe to say that the rate concessions on the export side are largely behind us or should we expect further rate cuts just as prices continue to be weak globally and at what point does it become uneconomical to continue making these downward adjustments and maybe instead you start reallocating some resources elsewhere since you’re seeing growth across the business.

Good morning, Allison, this is Don. We believe as long as metallurgical coal prices in the world market remained in the 120 level and they’ve been stable at the 120 level now for a couple of quarters, our export pricing is at the bottom and it's going to remain flat. In the third quarter based on that I will tell you thermal API-2 pricing in Western Europe has deteriorated further. We do not plan to try to follow that coal or incent that coal with transportation pricing because frankly the delta is too wide for us to make much of a difference in that market.

Okay. Great. Thank you so much for the time.

Thank you, Allison.

Our next question comes from the line of Thomas Kim with Goldman Sachs. Please proceed with your question.

Good morning. Thank you. Can you elaborate on what your corporation growth was in the second quarter?

We don’t comment on what our core pricing results were. I will tell you that we’re pleased to advise that it was in excess of our rail inflation rate and as we pointed out in the revenue per unit review in my remarks, we were pleased to see the results in our coal business with revenue per unit being up 5%. Our merchandise business up 2% and our intermodal business even with last year even though our international business volume was up 16%, double the domestic rate of growth, and as you know our domestic intermodal as a about a third higher revenue per unit than our international business based on international containers moving. So we were very pleased with our pricing results in the quarter.

Okay. That’s great. Thank you and then to what extent could you comment a little bit more about the coal pricing the domestic coal -- domestic utility coal versus the export side. Elaborate in terms of the trends we’ve seen in the second quarter and particularly for the export coal.

Our trend in export coal in the second quarter was essentially flat with the first quarter. As I mentioned in the previous question, we don’t see that moving now, we’re pretty much at the bottom of the market and we don’t have plans for any appreciable movement downward in our export market rates at this point. In the utility market, I will tell you that most of our gain in RPU, revenue per unit, was attributed to longer haul coal that’s originating in the Illinois basin and the Northern Appalachia Pittsburgh moving to our Southern utilities. That business was up 23% in the quarter and our business in the north was down 3%. So we had a very favorable extended haul result that drove our RPU and coal.

That’s great. Thank you very much.

You’re welcome.

Our next question is from the line of Scott Group of Wolfe Research. Please proceed with your question.

Hey thanks. Good morning guys. So Don, just to follow-up on that last point about the coal yields, do you expect that mix of much better growth to southern utilities relative to north? Do you think that mix continues, is that a long term trend or is this something that’s choppy and maybe not so sustainable?

Good morning, Scott. It’s a good question and we’re seeing a continued conversion of utility coal from Central Appalachia with higher cost of production to the Illinois basin and to Northern Appalachia and I will share with you in the second quarter our origination percentages, we were 34% Central App, 31% Northern App. We were within 3% percentage points of Northern App now equaling Central App, which has been our traditional source of thermal coal, but the notable change was that the Illinois basin in the second quarter was now 19% of our thermal originations, which is three percentage points higher than the PRB originations coming to our network now at 16%. So we’re seeing Illinois basin growth take place and we’re certainly seeing Northern Appalachia growth take place both into the Southeast. We expect that trend to continue.

And is there something about riots more going into the Southeast than the Northeastern that should continue?

Well, the Southeastern stockpiles are at a level that they’re being replenished coming off in the winter. We expect that replenishment to continue in the second half of 2014 and also higher natural gas prices have created a situation where thermal coal is dispatching at a higher rate in the South than it did this time last year.

Okay, great. And then just second question, when we're hearing about adding more people but hopefully overtime and things like that and it should come down and service gets better net-net should that mix change, should that be good for operating margins and incremental margins in the back half of the year. You typically see earnings improve in the back half and just wondering should that continue this year?

This is Marta. Scott, the overtime was about half and half occurred in the T&E and the non-T&E area. So the effect of the hiring that Mark described will reduce to moderate as the year goes on as these folks gets qualified. We'll reduce the T&E over time. We expect the non-T&E over time to continue right about this level through the end of the year.

Yes, Scott. This is Wick. I would say too that overall we know and we've done a lot of analysis that tells us that as network velocity improves, our cost come out and our expectation is that over some period of time through the second half into next year as that network velocity increases even with the additional employees and T&E, our overall cost structure should benefit from it.

Okay, so ultimately a good thing. Okay. All right, thanks a lot for the time guys.

Our next question is from the line of Bill Greene of Morgan Stanley. Please proceed with your question.

Hi there. Good morning. Don, can I ask you to comment a little bit on some of the things you said in your preparatory marks, capacity we know is getting tighter. You mentioned that. It's getting tighter in the truck markets. We've seen that very clearly in a lot of data points. How soon is it before we have to start to see some higher pricing for the rails simply to handle this demand right to try to create if you will some elasticity which I know there is very little and along those lines, how much is service a limiter and what you can do on price?

Good morning Bill. Let me take, I’ll take the first part first, first part of the question first. We are seeing truckload capacity tighten. We have seen that trend take place now over the past 15 to 18 months. And it certainly is continuing to open up opportunities for us to improve our pricing for Intermodal where you know we still have a differential of 12% to 15% generally between Intermodal prices and truckload prices. That’s -- a good example of that is what I mentioned in my remarks looking ahead of us taking a 4% increase on our originated business going West on transcontinental and a 3% increase effective September first on our local EMP business as well. And that's 17% of our domestic book of Intermodal, which I think is indicative. It illustrates the movement that's beginning to take place on pricing and Intermodal. We don’t see any change or reversal in truckload capacity as long as the economic trends continue to move upward. And so we expect a more favorable pricing environment ahead and you will see us take more selective increases ahead with that. Now with respect to the second part on service. As Wick mentioned and as Mark mentioned, none of us are satisfied with our service levels at this point. We are working very closely with all of our customers to work through any concerns and the issues until we can get our service back to where we expected and where our customers expect it. But I’ll tell you that with double-digit growth in most of our quarters including Crescent, Corridor and Heartland in the quarter service has not been an impediment to us handling our international business or continuing to have successful track record of converting highway freight to rail.

Okay. Very good. Wick, can I ask you one another question. And that is you probably saw the BN agreement with Smart on possibly moving to one man cruise if ratified on areas where they have PTC in place. Do you think that this is a possible game changer for the industry? I know PTC is far from operable, but as we get there is there something we need to keep in the back of our minds?

We certainly have seen that agreement. We are trying right now internally to work through all of the economics of that agreement to see what kind of impact something like that would have at Norfolk Southern. It's clearly a sea change agreement. But I think it’s -- we're a long way from understanding how the economics play out and as you say its PTC contingent and our best guess right now on when PTC is actually operational across the entire North American rail network is approaching 2020. So is it interesting, yes. Could it be significant, yes? Does it have any immediate impact, I don’t see that.

Okay. That’s great. Thank you for the time.

Thanks Bill.

Thank you. Our next question is from the line of Chris Wetherbee of Citigroup. Please proceed with your question.

Thanks. Good morning, guys. Maybe a question for you Mark on the velocity side just looking edge you move through the second quarter and clearly there was volume growth I should say coming out of the winter. But as you saw the quarter progress, it seems like some of those matrix may be deteriorate a little bit towards the end of the quarter. We've seen a recent bounce back here, but just want to get a rough sense of when we think we can start to see some more material improvement there and should we be focused on that? Is that something we need to be considering as we look for those matrics to improve and ultimately continue to drive what were very, very strong incremental margins in the quarter?

Yeah. Chris. Realistically as we go through the third quarter there is going to continue to be a lot of pressure on the operation. We see a lot of volume. Third quarter is always a robust quarter anyway and it looks like this one certainly is going to be. So we are going to stay up against it and we are not going to see additional cruise that are coming into the operation in the third quarter. We will start to see some -- we will put some additional locomotive power against it as we go into the third quarter. We are continuing as we have been -- we continue to march forward with improvements from additional infrastructure projects and they are very helpful. They have made a world a difference and we are certainly seeing that play up now. So we are going to hold our own, but we are not going to see a tremendous amount of improvement during the course of the third quarter.

Okay. That’s helpful. I appreciate the color. And then Don just a follow-up on a question before, as you talked about the changing mix in southern utilities taking coal from different originations and ultimately have it playing out into the business. Can you just give us an update on where is southern and northern utility stock piles rest relative to historical or multiyear averages? Just want to get a rough sense of have we played this catch-up or how much is left to go until the second half of the year?

Chris. You may recall that back in the first quarter after we came through the so-called Polar Vortex Winter, we, at the end of our first quarter we shared a number of stock piles and our network had come down by about one third. We estimate now that we've worked off a portion of that reduction, but they are still down about 18% compared to December when we went into the weather and gas prices are still trending in an area of -- there are about 380, 390 Illinois Basin Coal, PRB Coal, and Northern App Coal will dispatch at those prices. So stock piles have not been replenished. There are still some work to be done and as long as gas prices are in the range that they are at today or higher, we will see utility coal demand in the south and hopefully in the north pick up as well.

Okay. And those stock piles are relatively balanced between northern and southern utilities.

We see a little more opportunity right now in the south than we do the north, but I’ll tell you that it's not much difference and as you know our utility volume is about 50-50 split between the north and the south.

Okay. That’s helpful. Thanks for the time I appreciate it.

Thanks Chris.

Our next question is from the line of Jason Seidl of Cowen and Company. Please proceed with your question.

Good morning. gentleman. The first question is going to focus on the Intermodal side of things. Obviously we have seen you take some of the prices up on some of your book of business. But I think you mentioned it was 17% your domestic book. Can you talk to us about what percentages more of your domestic that you might be taking up in the near future, can you just do an across the Board tariff increase on some other segments of your business? Are there any larger contracts rolling over this year?

No, we have contracts in place with intermodal and we cannot do an across the Board increase. What we'll have to do is time those increases when the contracts make available the opportunity to do that. Quite a bit of our business is priced year-to-year. So as we get through this calendar year, that will open up additional opportunities for our partners in the intermodal market to take up pricing as well. So this is a good start with our rail control containers, our EMP containers taking the 4% West transcon to 3% coming September 1st within local. You will see us take more, but it will be incrementally as contract open up and give us the opportunity to do that.

So it seems like more of a 2015 event then.

Yes, in those contracts I would point out that we do have escalators that apply until we get to the point where we can take a market based increase.

Okay. And follow-up is related to crude by rail, when you're looking at sort of the safety statistics and I know that part of the focus on this release is going to be on some of the train speeds, but of the accidents that we've seen sort of across the rail networks that have been highly publicized, how many were actually due to excessive train speed?

None to my knowledge.

Okay. That's what I thought. Okay guys, those were my two. I appreciate the time as always.

Thanks.

Our next question is from the line of Ken Hoexter of Merrill Lynch. Please proceed with your question. Ken Hoexter – Merrill Lynch: Great. Good morning. Congrats on pretty solid results and record operating ratio. Great to see that it continues. On the -- just a thought on, Mark on the capacity here, you're almost running at 2006 peak levels on a car load basis. You mentioned how much you are up or I guess year-over-year, so you mentioned your thoughts on your ability to recover velocity with employees and adding the crews on, what about CapEx? Do we need to -- do you need to increase that? Is this is a physical capacity that you're starting to bump up against or I guess can you talk about what your thoughts are and may be Don your thoughts on throwing it on the crescent and hotline if you're starting to see that ramp-up on the capacity there as well?

It has been very interesting to see how well we have digested the freight from -- the additional freight volume from an infrastructure standpoint and we just have not had bottleneck situations and like I commented some in the past on these calls, is the more than 10 years worth now of continual infrastructure improvement that just it takes place on an ongoing basis and there are a variety of projects that are loaded up in the pipeline and they keep coming out. We've got more that will be completed and more that will be started, this has. So we're trying to stay ahead of it and so far we are staying ahead of it. We've got our -- we've got our modeling and our capability based on traffic forecast to see where the next tight spots will be and that's when we put the infrastructure projects up against them and that process has been working well. So we're going to keep doing what we're doing and we got a major project, I think you are aware of coming out later this year, it will be in the fourth quarter when we have our Bellevue expansion that opens up and that is going to be very helpful to as far as lightening any capacity constraints up in our northern areas. So that's the way we're looking at it.

Ken, I would add, this is Don. I would add to that when you look at the composition of our growth in the quarter for example out of our 145,000 loads, 95,000 units were intermodal and we've done a lot of work to densify our double stack-up operations, get the right box on the right car and that helps us manage capacity much more effectively. We're not adding trains in intermodal to handle the 95,000 additional units that we handled in the quarter. So that defecto is additional capacity and with respect to the quarters, the Crescent quarter I mentioned double-digit growth earlier, Crescent was up 11% in the quarter, Heartland was up 10%, Meridian was up 15% and because of what I just mentioned we're not -- we're not running into capacity issues at all in those quarters. As I had also mentioned in my remarks, we've made the investments over a multi-year period in those quarters with speed enhancements and terminal operations, new terminals and frankly we're positioned for growth and we're planning for growth. Ken Hoexter – Merrill Lynch: Great. Appreciate the insight and then secondly on your strong free cash flow, I guess two parts to that, one I guess we saw the dividend increase, why not more engaging on the share buyback given your large authorization and maybe Marta your thoughts on that. And then also I think Marta you mentioned your buying used locomotives, are there any available out there, given everybody is using surge capacity and does that mean maintenance could go up even higher I guess given these are the bottom of the barrel ones that are left in the market if they're not already been on the network?

Well, with respect to the locomotives, yes, what I mentioned was that we've reallocated within the capital budget some of the funds towards used locomotives this year and our mechanical folks have inspected those and luckily we have the Juniata shop and they can refurbish those. So we feel that we're in a very good position to be able to acquire those and those are small pockets of locomotives here and there that our purchasing folks can find and mechanical folks inspect and know that we can repair adequately at Juniata. We already had -- before this reallocation, we already 75 new locomotives that we were buying this year 25 that come in and 50 will come in the back half of the year and that's why one of the reasons why our capital spending is backend loaded this year because those 50 will be coming in, in the last six months. So with respect to your free cash flow question, you're correct, we're having very strong free cash flow. We've talked about the increased dividend. We have the strong capital spending this year. We have been forecasting for the next two or three years, we're going to have heavy capital spending as we have some freight car purchases that are going to be timed in the next couple of years and so we feel that the share repurchase level that we have is appropriate given the free cash flow, given the capital that we feel is needed to reinvest in the system and which has good returns and really overlaying it all too is that the entire stock market is high and so we have in the past moderated our share repurchases when the stock markets is high. Ken Hoexter – Merrill Lynch: Thanks for the insight. Appreciate the time.

Thanks Ken. Appreciate the kind words too.

Thank you. The next question is from the line of Brandon Oglenski with Barclays. Please proceed with your question.

Well, good morning, everyone and congrats as well. Wick, can I just ask you -- we've seen several quarters now of pretty robust margin expansion I think driven by some pretty good cost outcomes, you're getting the growth outside of coal and I realize we still have some questions going forward in your coal markets, but I think the big issue for investors in your stock is can this company sustainably grow earnings even with a segment like coal down let's say in 2015 if that were the case? Do you feel like you have the confidence now, you are at a point where it doesn’t necessarily matter what one commodity segment is doing on your network. You have a robust enough franchise now that you can maintain earnings momentum and margin expansion as long as the macro economies cooperating?

I think the overall answer to that is certainly yes. We have some work to do as we've discussed extensively in terms of continuing to improve productivity and efficiency from the levels we're currently at. We're going to do that. I think that that's going to give us the ability to continue to drive more volume through the network in a very cost effective manner and give us strong operating margins -- operating leverage on that growth. I think the only caveat and you mentioned it as well is that we're going to have growth. We see strength in a lot of our businesses as we've all discussed and as Don has really kind of worked through the details with you. I think the only question mark about coal is it still is significant amount of our business and I know Brandon you’re aware and everyone on the phone is of how much coal revenue we’ve lost over the past two to three years. I guess in excess or at least to close to $1 billion over a two-year period. If we see stability in that market and there’re certainly lots of signs particularly in the utility world that we are seeing stability now. I think we’re poised to do very well. If something unforeseen comes along in the coal world or in the overall macro economy, then clearly we'll have challenges too, but given the conditions that we’re seeing today, we continue to see -- have a very positive outlook for our company in the next -- certainly in the second half and I think in 2015 as well. Brandon Oglenski – Barclays: Well I appreciate that Wick and Don, maybe as a follow up, beyond intermodal because I know your thoughts about rate increases this summer, but are we -- because of the constraints that we’re seeing across the system, not just at Norfolk, but it seems like some other carriers are at capacity as well on the rail side. Are we moving into a higher rate of price inflation for this industry?

Brandon, we always price -- try to price to market and we think -- we think the truckload market will continue to tighten and that will support pricing with anything that’s related to truckload activity. The rest of the business, we’ll just have to stay tuned and see how the market moves. We’re going to stay close to that market and we’ll price to that and ensure that our yields meet our target of equaling or exceeding rail inflation going forward.

Brandon let me say one other thing. I think that we talk about capacity in the transportation marketplace, but Don always points out that there’s truckload capacity and that’s one marketplace but you know we -- we have a very different set of dynamics in utility coal where the competition’s not with the highway, it’s more and more with gas and different coal souring. You look at the energy markets. The competition there has a very different set of factors, which aren’t necessarily all driven just by what we see in the transportation marketplace. So every marketplace that we’re in is different, has different dynamics and as Don always said we take that into account and try to price effectively in that particular marketplace. Brandon Oglenski – Barclays: Thank you.

Thanks.

Our next question is from the line of Walter Spracklin of RBC. Please proceed with your question.

Thanks very much. Just following up on that last question, we’ve heard some of your competitors are now talking about -- more about yield management programs and in fact at -- coming up with tight capacity in the rail system and in fact looking at pruning some of the lower returning customers. Is that something that you foresee that perhaps without really rate increases per se but rather reallocating capacity to higher returning customers is that something that is new to your organization -- is it an opportunity that is emerging for Norfolk Southern? Is it something that you see playing out in the next -- next year or two?

Good morning, Walter. This is Don. We plan to continue to improve our service product to serve all of our customers. We do not have plans to segment business that would deviate from that overall objective. So I would say that our commitment to our customers is very strong and that’s to provide a good reliable service at a fair price.

Okay. And second question here, I guess Wick you mentioned in your opening remarks that the first or the second quarter saw some volume that perhaps unsustainable for the rest of the year and I think lot of the questions today were -- were zeroing in on the fact that you typically do better in the third quarter than you do in the second. You had a very good quarter this second quarter. So I guess what I am trying to understand is, is there -- was there carryover volume from first quarter to second quarter that really helped you drive some good operating productivity that -- that probably won’t carry into third as market indicated with some of the higher -- higher count, employee count or is there -- is the incremental margin here that you’re getting on this volume steady through third quarter, that the seasonal pattern of you doing better in the third quarter than the second quarter can hold again here again this year?

Well first of all in terms of first quarter carryover, we’ve looked really hard at that question and quite frankly we -- as the second quarter went on we became more and more convinced that there was very little of that. There is some -- has been some pent-up demand in the automotive network with vehicles stored at assembly plants because of the slowdown of the North American rail network and car supply problems for the automotive industry, we’ve had a big push on in the past three or four weeks and Mark and his team has done a great job on our network of bringing those numbers down significantly. I think of the tenure of remarks begin with is that we certainly didn’t forecast an 8% year-over-year volume growth and we saw a lot of strength across a lot of businesses. We continue to see that strength, I was just I guess trying to temper my own enthusiasm and say I am not sure we’re going to see the thirds quarter up 8% year-over-year or the fourth quarter we had a good second half last year but we do expect to see continuing strength in these businesses.

Okay. Well, it was very much a good quarter. Congratulations. Thank you.

Thank you so much.

Our next question comes from the line of Justin Long of Stephens. Please proceed with your question.

Thanks and congrats on the quarter. I wanted to first follow up on an earlier question in intermodal, so intermodal growth has really started to accelerate. I was wondering if you could just talk a little bit more about how much runway you still have to add to train lengths? How long can the high single digit or low double digit intermodal volume growth continue without adding additional train starts?

Mark, do you want to?

Yeah I’ll -- let me -- let me just lead off with a comment about that Don, our intermodal train length is in the neighborhood of 6,000 feet and so when we look at the -- when we look at our high density corridors as far as where we handle intermodal, we can handle -- we can handle significantly more than 6,000 feet, 8,000 at a -- 8,000 at a minimum and in lot of cases we run over 10,000 feet. So there’ still a lot of room to grow in that area.

Okay. Great. That’s helpful and as a follow up, I was wondering in coal, do you have any major contracts in that business that are coming up for renewal over the next couple of quarters or so?

Justin, I will tell you that we have some opportunities that will be coming over the next three to three quarters and we’re optimistic that those opportunities will bear fruit but we’re not there yet.

Okay. Great. I’ll leave it at that. Thanks for the time.

Thank you.

Thanks.

Thank you. Our next question comes from the line of John Larkin with Stifel. Please proceed with your question.

Hey, good morning and thank you for the taking the question. Mark, I think you mentioned that you’re planning on adding roughly 900 new folks throughout the remainder of 2014 to bring the manpower level up to roughly where it was in 2013. Are all those people coming of furlough, do they need complete training, partial training. How long does it take to bring them up to speed and how expensive is that process?

We have earlier this year -- we began bringing people out of furlough. We were pretty successful in getting more people than usual to actually make some transfers from the location they were furloughed to other locations where they were needed. That process is complete and going forward the additional people we bring on or new hires that go through our training program and we will see -- we'll essentially see the first of those people coming out qualified in the fourth quarter.

Okay. Thank you. Perhaps another question on the reallocation that occurred in the capital budget maybe from Marta, it sounded as if some money was reallocated towards the purchase of used locomotives that could be remanufactured at Juniata and there were some bottleneck elimination projects perhaps in there as well. What projects did you draw that capital from and what was the thought process behind perhaps paring back the spending in that area?

Well, some of those areas were naturally delayed frankly because of the weather in the first quarter. Our engineering forces were busy with the weather and so there was a little bit of when you schedule out there work for the rest of the year a little bit over – flopped over into 2015. So some of it occurred naturally, both in engineering and some of it also in the mechanical area. There was some car work that it’s going to flop over into 2015. So the total amount that we reallocate was about $40 million. About two thirds of it used locomotives and about a third of it to very targeted, very specific locations that came out of that model Mark described. About very small pinch point, so the remainder of that is spread throughout the system in different places with sightings and that sort of thing.

Very good. Thank you again.

Welcome.

Our next question is from the line of Rob Salmon of Deutsche Bank. Please proceed with your question.

Hey good morning. Thanks for taking my question. Don, when I am thinking about the intermodal pricing opportunity you had highlighted, the 17% if I am thinking about that remaining 83%, I know you said basically over a full year the majority of that kind of comes up whether it’s a rebid or it's just an escalator embedded in the contract. Can you give us a sense of what percentage is going to be re-pricing in the back half of this year with a new contract as opposed to an escalator?

Rob, I will tell you that the EMP fleet, the rail owned or rail controlled containers that I referenced with respect to the increases we’re taking locally and westbound, that will be most of the increases we’re taking in intermodal for the second half unless we’re taking an increase in an existing contract with an escalator that triggers quarterly or triggers annually within the second quarter.

Okay. All right. That's helpful and then with regard to the Ag outlook I think your words were either strong or robust in terms of the back half of the year. How should we be thinking about that in terms of the third quarter and fourth quarter, because there are always their puts and takes with your network?

Yeah, with respect to the third quarter, we’ll see the new -- new crop start to come in in late August or early September. So we will be end of that time frame before you see it. We still see a lot of volume activity associated with the 2013 crop, which was strong as well. So we see opportunities ahead in corn and soybeans predominantly with this new crop. There’s over 90 million acres of corn planted and over 80 million acres of soya beans planted and growing conditions are very good because they’re getting the proper rainfall. So we expect export activity to be there and some other domestic opportunities as well.

We should think about that rippling through your ethanol franchise as well I would imagine.

Well the ethanol production, ethanol prices and ethanol demand continues to trend upward. So we see opportunity ahead for greater activity in ethanol and inbound corn for processing to make the ethanol.

Thanks so much for the time.

You’re welcome.

Our next question is from the line of Keith Schoonmaker of Morningstar. Please proceed with your question.

Thanks. Good morning. Summarizing the data correctly it appears you improved RTM per fuel gallon pretty nicely over the prior year period, almost 5%. As we think about sustainability of the quarter’s low operating ratio and the importance of fueling the cost structure, maybe you could comment is this an idiosyncratic period as far as fuel economy or is this just another data point on the overall improvement trend line.

I think the way we would look at it and the way we do look at it is that it is just a data point on a trend line but it’s a trend line that we expect to continue to get better over time. We have a lot of technology out there that we’re employing to reduce fuel usage. That’s ramping up nicely. We still have always to go with that the LEADER technology but it’s employed across more and more the railroad and our goal is to drive on an average, the fuel usage per ton mile down. We’re always going to see seasonal variations. We certainly saw that in the first quarter particularly with the very cold weather, you’ve to leave these locomotives idling, you run short of trains and you do a lot of things but we think it’s -- we think it’s obviously this quarter is a good productivity improvement and we expect overall to see our fuel usage go down in the future as our technology gets better and better.

Thanks and for second question, I would like to ask a little bit about the intermodal volume increase, I know it’s a phenomenon that probably occurred later in the quarter but could you comment on what portion of the volume increase you believe resulted from customers concerned with West Coast disruption risk? And related to that does the summer’s intermodal volume trend give any insight into your expectations concerning volume that may result from the completion of Panama Canal project. Thanks.

We have difficulty identifying the portion of the 16% increase in international that was directly attributable to the ILWU contract negotiation. We know it was present. We’ve been told by customers that they were making some secondary arrangements for contingency plans. So part of our increase of that 16% we know came from that. But frankly we’ve also been seeing an ongoing trend of conversion of international shipments in our network from the West Coast ports to East Coast ports of entry with all water services. So we know that’s a part of it. Plus I have to remind you too that the Inland port that we opened in partnership with the Port of Charleston had a very good quarter. That’s -- that's in that higher number plus we had a couple of new accounts in that quarter as well. So it’s the combination of all of those things.

Okay. Any insight on Panama yet or too early?

You know the Panama Canal -- our view and -- and of course our view is going to be basically predicated by what our customers decide to do and our customers are the steamship lines and the beneficial cargo launders that are working with the steamship lines but they’re telling us that they don’t see at this point in time a pronounced impact when the canal opens most likely now in 2016 because of so much activity that’s already beginning to take place through the Suez Canal with larger vessels coming to the East Coast ports and as the freight originations in Asia continue to shift away from China and go southward toward Malaysia and Vietnam etc. So we’re being told at this point not to expect a significant shift in business when the canal opens. We just have to wait and see and of course we’re staying close to our customers who will make the ultimate decision of how they want to move their cargos.

Great. Thank you for the comments.

Our next question is from the line of Jeff Kauffman of Buckingham Research. Please proceed with your question.

Thank you very much and thank you for taking my question. Congratulations, the quarter looked fantastic. Marta, I want to come back to the question Ken Hoexter asked on cash flow. I heard what you said, you have the debt coming up in September, I think it’s about $430 million give or take. I guess the question I have is you -- your cash balances are up almost $1 billion from where they were a year ago working capital is the whole increase has been cash. Even with the higher level of capital spend and some of the projects coming on and the debt payout you still look to be cash flow neutral. I hear you that the stock's up a lot with the market but is there a better use ultimately the reason to have a $5 billion, $6 billion of cash sitting on the books.

Well we don’t believe -- we do have that now, you’re correct. We don’t believe we’re going to end the year at that. As you’ve pointed out we’ve that $430 million debt maturity in September and we now currently plan to pay that off. So that’s going to be a use of the cash and also as I explained earlier we have higher CapEx in the second half of the year so we do not expect to end the year at this high at the cash level.

To be even with all that it -- it's still looks like you’re going to finish close to $1 billion, $2 billion, $3 billion I mean that is above the normal amount of cash you hold. Is there like a 2015 project that you’re thinking about?

Well, you’re correct that that’s above of what our historical norm, where we run cash. 2015 will have the heavy CapEx. We also hope that it’s going to have the very strong free cash flow, which will support that. And so I think what we are trying to do is just maintain our discipline, keep an eye on the market and be ready to take advantage of any volatility that arises.

Okay. Thank you very much.

Thank you, too.

Our next question is from the line of Donald Broughton of Avondale Partners. Please proceed with your question.

Thank you for taking my question. I just wanted to kind of strategically get your outlook on this -- both UNCX certainly seen strong demand at least in your system in the short term you’ve proven to be much more resilient then they have. After reporting a multi quarter performances of high volumes, lower headcount, I am hearing a prediction of higher overtime in the second half, but you also have strong safety performances. So when you look into this you look as this is an opportunity to further leverage your assets and infrastructure with existing headcount or just slightly higher or do you think there is a greater opportunity and just materially growing the headcount and using the services disparity to gain real volume real market share?

Well, Don that's excellent question. The one correction or clarification I would make is what I think we expect in terms of overtime is just to see overtime rates year-over-year certainly in the third quarter dollars continue to be higher, but that I will also point out is in the contrast to in 2012 and 2013 we drove overtime way down compared to prior year. So we think we have the capability we will do that again. I think it goes back to what Don talked about is that we have done a lot of analysis across our rail road, which has really proved to us that maintaining a high network velocity albeit it may take more resources in some way. It's certainly going to require some more crews as Mark pointed out, ultimately gives us a lower cost structure, total cost structure, and more efficient operation and in addition it gives customers the service that we want to give them. So when we see our network running at the levels that it is today, we know it's still efficient and you’ve seen the numbers and we think that we need to still bring on the resources, drive the velocity up, give the customers at services that's going to give Don and his folks more ability to go out and get more business. It's going to go out, allow them to go out and charge their prices in the marketplace for that, and it's going to give us a better cost structure. And Mark reminds me that we said at the beginning of the year that we had a number of productivity improvements underway and that we estimate that it is the time that that would take about $100 million out of our cost structure and we still think we are going to achieve that number this year. So we think we got a good strategy, but it's a service and velocity based strategy and it's paid off for us in the past and it will continue to pay off for us.

So your comments about overtime are really more of a reflex back towards what's more normal after making the kind of significant productivity and velocity gains you posted recently is what you are trying to say if I hear you right?

The overtime that we think we are going to have for the rest of year is very targeted where we think it's going to occur. So let's split it into the two things. On the T&E side, which is about half of it we think because of the need to train these people it's one of the other people ask about, those are not going to be qualified until the fourth quarter many of those new people. And so we don’t expect the T&E overtime to decline until the fourth quarter, but we do expect to decline. On the other side is our shop employee generally speaking and most of that has been incurred on the taking care of the older and now be used locomotive. So on that side, we are not projecting to significantly ramp up the number of employees because that is more of a shorter term in nature.

Simple.

Exactly.

That makes it much, much more sense. Thank you,

So that portion of the workforce will be -- will fade most over time, but the T&E will work itself back to stray time as the people get qualified.

Thank you. And I look forward to seeing you next week.

Thank you. Look forward to it.

Thank you. Our next question is from the line of David Vernon of Bernstein Research. Please proceed with your question.

Thanks for taking the question. Marta, just to kind of step back from the short term use of the cash and think more about the longer term, you mentioned the step-up in equipment power placement, is that something that you think could push the capital spending above that 18% to 19% of sales that we've been seeing in the last couple years?

For that, that 18% to 19% of revenue is an elevated level for us. I think we've signaled in last -- within the last year that we think we're going to stay at that elevated level for at least two more years, largely because of the power placement needs and longer term and of course PTC is elevating that too. So right now, trailing 12 months we're at -- our 2.2 is at 19%, 2% of that PTC. So when you back that out and get 17% and when you get past the next two years, we are targeting after that to get back more in the historical range of 16%, 17% of revenue.

And given Wick's comments around PTC, maybe extending into 2020 with that 2% kind of continue to linger or is this going to be more front end loaded?

That we'll have to see how that plays out.

All right. Thanks, and maybe just as a quick follow-up on intermodal Don, you mentioned the escalators that are in the contract, would you have expected them to maybe deliver a little bit more on the wholesale contracts from a pricing perspective given the spike in truck rates or can you talk a little bit about how that lag or mechanism should work so they are being trying to gauge the opportunity going forward?

The escalators in our intermodal contracts would be more correlated to the rail cost adjustment factors all inclusive plus steel, which is an independent factor from motor carrier cost. So those escalators are not tied to truck load pricing in general.

So you haven’t tied the intermodal pricing to your wholesale or to your retailers to the truck rate?

No, we do not in general.

All right. Thanks that's my follow-up. Appreciate the time.

Thank you.

Thanks.

Thank you. Our final question is coming from the line of Cleo Zagrean of Macquarie. Please proceed with your question.

Good morning and thank you. In the opening remarks you mentioned that you were looking to price equal or above rail inflation. Can you help us understand how you think about pricing portfolio, how managed portfolio on pricing versus margins and this is where you were only able to price in line with inflation benefitting from more slag capacity such that margins had returns across the portfolio or even would appreciate any insight into that.

Cleo, good morning. With respect to our pricing philosophy again, we look at the market segments and we try to maintain a direct correlation with our yield management plan and the various market segments that we're participating in and that runs the range of conditions from truck load capacity to barge capacity, conditions in barges, the availability of barges to a lesser degree than truck load and then rail to rail competition. And then of course we always have an ongoing change in the mix of our business. So when you're looking at revenue per unit of our book, it will be an ongoing change in that book, based on things like the longer haul of coal that's taking place today and utility coal, the fact that for example in this quarter, we had no liquidated damages on coal, so the revenue of coal has no LVs in that. So does that get the essence of your question?

I guess I was trying to make sure that we keep our eyes on the right metric in terms of the bottom line and do not get overly concerned if some mix issues at the topline could point to a deterioration. Is there any reason of concern to you that in some pockets you are only pricing in line with inflation versus say may be trying to price consistently above?

You're making a very good point and we look at the overall margin and incremental margin on the business, the book taking into account the price mix and we're not -- we don't become concerned with mix changes. They are what they are and we manage through that and that doesn’t impact also the yield management or pricing plan.

Thank you. And my follow-up is also with regards to a comment you made in the opening remarks that from the experience so far this year, you have learned about new ways to adjust your resources to respond to changes in demand. Can you help us understand whether some of the changes that you are making should help with the long term progression in margins once we're out of this congestion and you benefit -- sustainable benefit from the changes in the network and investments that you're making spurred by this experience that maybe would lift your long term efficiency goals or bring them sooner. Thank you.

Obviously, any time we not only experience high volume growth quarter like this one, but certainly the quarter like the first quarter with the network disruptions across the North American rail network that we've seen, we try to go back and see what learnings we can take from them. I think to Mark's point about -- we have to think again about quite an ancient service resources and how we are able to respond to unanticipated growth. We're going to go back and I think learn some lessons from that and I think what you will see as a result is that over some period of time, we will become more efficient because when we see something like the situation we've had in the second quarter, we'll able to react more effectively to it and hopefully not lose network velocity or see increased over time because we'll have responded with the resources in a more flexible way. But there is a lot of learning to be had out of all of these experiences and we're always looking at what has happened and trying to improve ourselves as a result.

Thank you very much.

Thank you.

Thank you. At this time, I'll turn the floor back over to Wick Moorman for closing comments.

Well, thank you everyone for your patience and your questions and we look forward to talking to you all again at the end of the third quarter. Operator Thank you. This concludes today’s teleconference. You may disconnect your lines at this time. And thank you for your participation.