Files definitive proxy statement and mails
letter to shareholders
Urges shareholders to vote "FOR" ONLY Norfolk
Southern's highly qualified nominees on the WHITE proxy
card
Launches
VoteNorfolkSouthern.com, providing additional information
for shareholders
ATLANTA, March 20,
2024 /PRNewswire/ -- Norfolk Southern
Corporation (NYSE: NSC) announced Wednesday that it has filed its
definitive proxy materials with the Securities and Exchange
Commission (SEC). Norfolk Southern also announced its 2024 Annual
Meeting of Shareholders will be held on May
9, 2024. Shareholders of record as of the close of business
on March 4, 2024 are entitled to vote
at the meeting. In conjunction with the filing of the definitive
proxy statement, Norfolk Southern issued a letter to shareholders.
The letter highlights information critical to shareholders'
decision making, including:
- CEO Alan Shaw is a
crisis-tested leader who is delivering change. Following his
appointment in 2022, Shaw took decisive action and began
implementing a balanced strategy to deliver safe and reliable
service, continuous productivity improvements, and growth.
- Following the East
Palestine incident, the board and management took urgent and
necessary steps to protect both the franchise and shareholders.
Norfolk Southern accelerated its investments in safety and made
fundamental changes to operating processes to help achieve the
company's goal of becoming the gold standard of safety in the
industry.
- Norfolk Southern is now on a clear and achievable path to
close the gap with its peers. The company is on track to
deliver top-tier earnings and revenue growth, with industry
competitive margins – including ~400 basis points of operating
ratio improvement during the second half of 2024.
- Norfolk Southern has brought on John
Orr as COO to accelerate the execution of its strategy.
John Orr is a Precision Scheduled
Railroading expert and comes to Norfolk Southern following a long
and successful career at multiple railroads including Canadian
National and CPKC.
- Norfolk Southern's board is committed to ensuring management
accountability and responsiveness. The board is meaningfully
refreshed, and highly skilled in areas related to effective,
independent oversight of the company's strategy and
management.
- Ancora's strategy would add significant risk, impede
progress, and destroy long-term value. Ancora is attempting to
recycle a slash-and-burn playbook without understanding the current
regulatory, labor, and competitive environments.
The full text of the letter to shareholders follows:
Dear Fellow Shareholder,
Norfolk Southern's transformation is at an inflection point. The
board of directors has taken action to strengthen our business,
protect our franchise, and ensure Norfolk Southern is positioned to
deliver long-term shareholder value. Our railroad has been a pillar
of the American economy for generations, providing a reliable and
growing dividend over the past quarter of a century. We are taking
the necessary steps to ensure we continue to play this critical
role for generations to come.
An activist hedge fund, Ancora Alternatives LLC ("Ancora"), is
attempting to take control of your company. They want to replace a
majority of the board. They want to appoint an unproven CEO
candidate with no railroad experience and a controversial COO
candidate. This agenda would introduce significant risks to the
business and disrupt our path to deliver long-term sustainable
shareholder value.
Norfolk Southern's Board urges you to protect your investment
by VOTING the WHITE proxy card FOR ONLY Norfolk Southern's 13
nominees. DISCARD any Blue proxy cards you may receive
from Ancora.
As you consider your vote, these are the facts:
- The board recognized an opportunity to accelerate
shareholder value creation at Norfolk Southern. Accordingly, in
2022 the board appointed Alan Shaw
as CEO to address post-pandemic operating problems, further extend
the progress he had demonstrated in improving our operating ratio,
embrace customer and employee relations, and create a balanced and
sustainable strategy for our company.
- Alan took decisive action. He made several management
changes and began implementing a strategy that demonstrated it can
deliver safe and reliable service, continuous productivity
improvements, and growth. During Alan's tenure as CEO, we have seen
a 27% improvement in velocity and a 14% improvement in dwell time,
and through the execution of our plan, we will deliver top-tier
earnings and revenue growth, with industry competitive
margins.
- Following the East
Palestine incident, the board and management took the urgent
and necessary steps to protect both the franchise and
shareholders. The company has kept its promises and is making
it right with the community. While this incident significantly
disrupted the network and introduced unplanned costs, execution of
our strategic plan remains the best path to mitigate risk and
create sustainable shareholder value.
- Alan led the company through an extremely challenging
corporate crisis. Alan restored relationships and built trust
with elected officials, regulators, labor unions, and the
communities in which we operate – while maintaining and
strengthening partnerships with customers – all critical
constituencies.
- Norfolk Southern has significantly improved safety and
service during Alan's tenure – which is essential to continuing the
execution of our balanced strategy – while adhering to scheduled
railroading principles. We have a clear path for further
progress. We will exit 2024 with an operating ratio1
run-rate that is ~400 basis points lower than the 2023 exit rate,
substantially narrowing the margin gap with peers.
- To identify and implement further operating improvements,
and consistent with direct feedback from shareholders, the board
recruited John Orr, a well-regarded
executive with extensive PSR expertise, to become COO. John is
a proven scheduled railroading operator known for improving
operations at multiple railroads, including Canadian National and,
most recently, CPKC where he worked under CEO Keith Creel and spearheaded the turnaround of
their Mexico operations from late
July to early October 2023. Alan and
the board are confident that he will bring the operational
excellence needed to seamlessly execute our strategy.
Alan Shaw – A Crisis-Tested
Leader Who is Delivering Change
The board is overseeing a wholesale transformation of Norfolk
Southern.
Exiting the pandemic in late 2021, the company faced significant
service challenges. This was, in part, due to staffing constraints
that impacted all railroads as business levels rebounded sharply
following the pandemic. For Norfolk Southern, the problems were
exacerbated by a prior, inflexible operational approach that was at
odds with the pillars of scheduled railroad operations.
Specifically, certain operating principles were overemphasized at
the expense of plan adherence, car handlings, and balance.
When Alan became CEO in May 2022,
he took immediate action to address these issues, leveraging his
broad background in all major aspects of our railroad, having
started his career in finance, and having worked in senior roles
across operations and marketing. His priority was reorienting the
company's strategy and tackling operational performance issues.
Alan and his team's new, balanced strategy is centered on three
pillars:
- Safely delivering reliable and resilient service
- Driving continuous productivity improvement
- Propelling smart and sustainable growth
Under the improved strategy that he implemented, Alan
immediately made significant investments in operations leadership,
resources, and the company's operating plan. And despite inheriting
a poor service product, Alan's strong leadership and clear
strategic direction drove substantial operating improvements, even
through the East Palestine
incident, for the benefit of the franchise and shareholders.
Norfolk Southern has improved fluidity across its network,
reflected in increased train speed and reduced terminal dwell hours
as Alan and the management team successfully turned around
performance through a scheduled operating model.
Alan and the management team's strategy to enhance operations
resulted in improved service levels, starting with our Intermodal
business, which is our most service-sensitive product.
The East Palestine Derailment Occurred as Our Company Was
Improving Operations and Delivering Results
Prior to the derailment in East
Palestine, Ohio in February
2023, the balanced strategy that Alan and the management
team implemented was improving operations and driving results:
- Delivered record revenue in 2022
- Operating ratio in the low ~60s in 2022 – in line with Class 1
peers
- Quarterly operating ratio gap to CSX narrowed to ~260 basis
points by the end of 2022
After the East Palestine
derailment in February 2023, the
board and management team took decisive actions to protect the
future of our franchise and long-term shareholder interests by
staying true to our values. The incident response required rapidly
dedicating extensive resources to ensure we made things right for
affected individuals and businesses. This included our pledge to
become the gold standard in safety in the rail industry.
With close oversight from the board, Alan effectively led the
company through a challenging corporate crisis. Importantly, he
restored relationships with elected officials, regulators, labor
unions (after protracted negotiations beginning in late 2022), and
the communities in which we operate. The right focus for Norfolk
Southern was on the long term. Enhancing safety and service while
demonstrating our commitment to good corporate citizenship in
East Palestine and surrounding
areas were essential to protecting the company for the future. The
urgent demands of the regulatory environment required us to focus
on safety and service investments over optimizing short-term
operating ratio.
As a result, in 2023, we accelerated our investments in safety
and made fundamental changes to operating processes to drive safer
outcomes throughout the organization. We implemented a six-point
safety plan and made an unprecedented move to bring in a consultant
from outside the rail industry with unique safety expertise,
Admiral Kirk Donald and his team at
AtkinsRéalis from the U.S. Navy Nuclear Propulsion Program.
AtkinsRéalis performed a top-to-bottom safety culture review, and
Norfolk Southern instituted many of their recommended changes.
These initiatives required temporary setbacks to both service
and profitability. But by the end of 2023, Norfolk Southern had
absorbed the new changes, improved volumes, and importantly,
enhanced safety as evidenced by our achievement of a 38% reduction
in our mainline accident rate year-over-year. Today, the company's
mainline accident rate is the lowest it has been in years and is
among the best of the North American Class I railroads.
A safer railroad is a more successful railroad – and we're
proving it every day. The investments in safety are paying
dividends with fewer accidents, more fluidity and fewer injuries,
and ultimately, this will lead to lower costs.
Back On Track: Executing A Balanced Strategy to Drive
Long-Term Profitable Growth
Our balanced strategy is taking hold and we are confident it is
the better way for Norfolk Southern. But we also recognize there is
more to be done to advance the critical work underway. To that end,
today Norfolk Southern announced the appointment of John Orr as COO to accelerate the execution of
our balanced strategy.
John is a fourth-generation railroader and an expert in the
principles of Precision Scheduled Railroading, having worked under
Hunter Harrison and his team for
decades at Canadian National Railway. He most recently served as
Executive Vice President and Chief Transformation Officer of CPKC
where he was critical in integrating and optimizing operations at
CPKC following CP Rail's acquisition of Kansas City Southern in
December 2021, including rapidly
remediating the challenged Mexican operations. His efforts over a
70-day period resulted in significant operating progress: network
speed improved by 31%, average terminal dwell improved 14%, car
miles per car day improved 22%, and locomotive productivity
improved 10%.
His appointment reflects the board's commitment to recruit
exceptional talent who will help us accelerate the execution of our
balanced strategy, as well as their receptivity to shareholder
feedback regarding bringing a proven scheduled railroading leader
onto the Norfolk Southern management team. Importantly, Alan and
the board recognize John not only as one of the most knowledgeable
operators in the industry, but as a high-integrity individual who
shares Norfolk Southern's commitment to important values such as
safety and service. During independent Director Claude Mongeau's tenure as CEO of CN, John held
a variety of positions including chief safety and sustainability
officer and was recognized for driving numerous process
improvements, mentoring programs, and progressive safety culture
initiatives.
Improving Our Operating Ratio
Norfolk Southern's management team is advancing its balanced
strategy to deliver meaningful annual margin improvements
and enhanced shareholder value in both favorable and
challenging market environments. The company's operations are back
on track and we are well positioned to apply the learnings we
gained through our successful turnaround of our Intermodal service
to our Merchandise network and drive down our cost structure. 2023
was an outlier due to the significant financial and operating
impacts of East Palestine: we are
on a clear and achievable path to close the gap with our peers.
Specifically, we expect to achieve:
- An operating ratio of 64% to 65% in the second half of
2024, a 400+ basis point improvement over the second half of
20232, and consistent with our guidance of 100-150 basis
points of annual productivity-driven operating ratio improvement;
and
- Further improvement to a sub-60% operating ratio in the next
3-4 years as we continue our focused actions and benefit from
potential economic upside resulting from a cyclical
recovery.3
Productivity-Driven Path to Margin Improvement
Our new operating plan is working. In our highly service
sensitive Intermodal segment, we improved on-time delivery, train
speed and dwell time prior to East
Palestine. This same operating strategy is now being
deployed across our Merchandise network, where two-thirds of train
starts and associated costs originate. Since 2022, we have
delivered significant enhancement in merchandise velocity and will
continue improving the network performance to reach our operating
targets.
Accelerating merchandise velocity can unlock significant
productivity and profitability, including over 400 basis points of
margin enhancement in the next three years. We anticipate
further potential upside as we bring the operational expertise of
our new COO, John Orr, to bear.
Norfolk Southern is Positioned to Drive Further Operating
Improvements
With the board's oversight and leadership, we responsibly
overcame a number of challenges and obstacles and entered 2024 with
positive momentum and a commitment to drive further productivity
gains. The board and management team are actively building a more
resilient railroad with a compelling service product to outperform
through market cycles. Recent metrics show that our strategy is
improving the safety, fluidity, velocity, and stability of our
network:
- Increased overall volumes to their highest levels in years
in 2023, supported by strong service for our Intermodal
customers during peak season
- Improved train and engine workforce productivity in the
fourth quarter of 2023 through plan compliance, fluidity
improvement and strategic initiatives
- Maintained Q4 fuel efficiency despite additional
locomotives online
Highly Qualified Board Committed to Ensuring
Accountability and Responsiveness
Norfolk Southern's directors have significant and diverse
expertise, including rail transportation, operations, finance,
regulatory, safety, sustainability, and other relevant skills to
continue the board's effective, independent oversight of the
company's strategy and management. Over the past year, the board
has incorporated extensive shareholder feedback.
The board itself has also undergone a thoughtful and
comprehensive refreshment process to ensure it is fit for purpose,
including:
- The Norfolk Southern Board has maintained an ongoing process
of refreshment, with six new directors appointed to the board in
the past five years.
- We recently nominated Richard
Anderson (former CEO of Delta and Amtrak), and Mary Kathryn
"Heidi" Heitkamp (former U.S. Senator and rail safety
advocate). Mr. Anderson and Ms. Heitkamp will provide critical
skills pertaining to railway and transportation sector issues such
as operations, safety, labor relations, and governmental
relations.
- In July 2023, we appointed
Admiral Philip Davidson (retired
four-star Admiral in the U.S. Navy) and Francesca DeBiase (former EVP and Global Supply
Chain Officer and Chief Sustainability Officer at McDonald's Corporation). Both are
experienced senior executives who have led large scale
organizations and provide further operational experience to the
board.
- We also refreshed our committee chairs and appointed
Chris Jones, Ph.D. (former VP of
Technology Services Sector at Northrop Grumman) as chair of the
Safety Committee and named Jennifer
Scanlon (President and CEO of UL Solutions, a global safety
science company) the new chair of the Nominating and Corporate
Governance Committee. Mr. Jones and Ms. Scanlon will provide
experience and valuable insights into safety, technology, strategic
planning, governance, operations, environmental, and transportation
matters.
- The Human Capital Management and Compensation Committee used
its discretionary authority to zero-out 2023 annual cash
incentive awards for Alan and all of the company's Executive Vice
Presidents to align with shareholder interests following the
East Palestine incident.
Ancora's Strategy Unnecessarily Adds Significant Risk to
Our Transition
Ancora's misguided attempt to displace the board and
management team would introduce significant risk, impede our
progress, and destroy long-term value. The board engaged
constructively, and in good faith with Ancora to understand their
perspectives and consider their candidates. Specifically, the board
interviewed all eight of their director candidates and, just this
week, offered a settlement construct that included board
representation for two of them. We also heeded the advice of
shareholders, including Ancora, to bring on a leader in PSR as our
new COO, addressing a core pillar of their campaign. We had hoped
that this change in management, in conjunction with significant
board representation for Ancora, would allow us to avoid a proxy
contest, but Ancora is insistent on prosecuting an "all or nothing"
campaign.
Although we remain open to any opportunity to find a
reasonable resolution, Ancora was adamant that any resolution would
have to involve terminating our still-new CEO, even as he is
executing on our transformation. Ancora's proposed changes to
the board, management team, and strategy would undermine the
important progress we have made. Our relationships with customers,
employees, and regulators would be at great risk, and lead to the
deterioration of shareholder value.
Fundamentally, Ancora is attempting to recycle a
slash-and-burn playbook without understanding the current
regulatory, labor, and competitive environments. The math
around Ancora's short-term targets that were advertised to our
investors (~62% operating ratio in 18 months) only works with
significant and immediate employee furloughs – despite Ancora
telling these same investors that they have no plans to furlough.
This betrays a fundamental flaw and internal contradiction in
Ancora's plan. Based on well-established history, employee
furloughs would translate to poor service and missed growth during
the upcoming market recovery, damaged relationships with key
stakeholders, and risk unwinding the gains we have made in
safety.
Conversely, our strategy is carefully calibrated to narrow
the margin gap through productivity, while maintaining an
appropriate level of resources to disproportionately benefit during
an economic upcycle. We expect to achieve an operating
ratio improvement in line with Ancora's longer-term public target
without exposing our shareholders and other stakeholders to the
risks inherent in their plan.
Ancora's Candidates and Proposed Strategy Would Be Harmful to
Norfolk Southern
To execute its plan, Ancora is proposing Norfolk Southern
replace its proven management team with inferior candidates:
- Proposed CEO-candidate Jim
Barber has no CEO experience, is not familiar with railroad
operations, and is not qualified for the role. A career
'second choice' candidate, Barber has never been selected as CEO
despite being 'next in line' twice, including at UPS where he spent
over 30 years. He "retired" in 2019 after being passed over and
hasn't worked a full-time job since the onset of the pandemic –
sitting out the most impactful event to the global supply chain in
history. Instead, he has become a director-for-hire by activist
investors.
- Proposed COO candidate Jamie Boychuk departed his last
two companies under uncertain circumstances. In addition,
under Boychuk, operational performance deteriorated at CSX despite
inheriting a well-run operation from Hunter
Harrison and Ed Harris, COO
prior to Jamie. During Boychuk's time as COO of CSX, the company's
profitability, service, and safety significantly deteriorated.
Specifically:
- Margins deteriorated by 400 basis points;
- Train speed slowed by 17%;
- Average dwell hours worsened by 14%; and
- Mainline accident rate increased by 76%.
Ancora's Nominees Are Tasked With a Single Objective:
Wholesale Management Change
Norfolk Southern's Board is comprised of industry leaders with
the specific skills needed to oversee our strategy, drive
sustainable value, and hold management accountable. As part of our
ongoing board refreshment process, we conducted a thorough review
of each of Ancora's nominees. The board determined that Ancora's
nominees lack the necessary qualifications and were put forward
with the sole purpose of replacing management and gaining control
of the Norfolk Southern Board to implement a reckless and
destructive strategy.
Your Vote is Important
We strongly urge you vote for the entire slate of 13 highly
qualified and experienced Norfolk Southern director
nominees. Your vote is extremely important, no matter how
many shares you own. Please use the enclosed WHITE proxy
card to vote ONLY FOR Norfolk Southern's 13 nominees today.
VOTE the WHITE proxy card today. Elect the
Norfolk Southern Board online or by signing, dating and returning
the WHITE proxy card in the postage-paid envelope
provided.
DISCARD the Blue proxy card you receive from Ancora. If you
inadvertently voted using a Blue proxy card, you may cancel that
vote simply by voting again TODAY using the Company's WHITE proxy
card. Only your latest-dated vote will count!
In the coming weeks, Norfolk Southern will continue to provide
updates on how our strategy can deliver substantial incremental
shareholder value. We encourage you to visit
VoteNorfolkSouthern.com to learn more.
Thank you for your continued support and investment in Norfolk
Southern.
Sincerely,
The Norfolk Southern Board of Directors
About Norfolk Southern
Since 1827, Norfolk Southern
Corporation (NYSE: NSC) and its predecessor companies have safely
moved the goods and materials that drive the U.S. economy. Today,
it operates a customer-centric and operations-driven freight
transportation network. Committed to furthering sustainability,
Norfolk Southern helps its customers avoid approximately 15 million
tons of yearly carbon emissions by shipping via rail. Its dedicated
team members deliver more than 7 million carloads annually, from
agriculture to consumer goods, and Norfolk Southern originates more
automotive traffic than any other Class I Railroad. Norfolk
Southern also has the most extensive intermodal network in the
eastern U.S. It serves a majority of the country's population and
manufacturing base, with connections to every major container port
on the Atlantic coast as well as major ports in the Gulf of Mexico and Great Lakes. Learn more by
visiting www.NorfolkSouthern.com.
Important Additional Information and Where to Find
It
The Company has filed a definitive proxy statement (the
"2024 Proxy Statement") on Schedule 14A and a WHITE proxy card with
the Securities and Exchange Commission (the "SEC") in connection
with the solicitation of proxies for its 2024 Annual Meeting of
Shareholders (the "2024 Annual Meeting"). SHAREHOLDERS ARE STRONGLY
ADVISED TO READ THE COMPANY'S 2024 PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO), THE WHITE PROXY CARD AND ANY
OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may
obtain a free copy of the 2024 Proxy Statement, any amendments or
supplements to the 2024 Proxy Statement and other documents that
the Company files with the SEC from the SEC's website at
www.sec.gov or the Company's website at
https://norfolksouthern.investorroom.com as soon as reasonably
practicable after such materials are electronically filed with, or
furnished to, the SEC.
Certain Information Regarding Participants in
Solicitation
The Company, its directors and certain of its
executive officers and employees may be deemed participants in the
solicitation of proxies from shareholders in connection with the
matters to be considered at the 2024 Annual Meeting. Information
regarding the direct and indirect interests, by security holdings
or otherwise, of the persons who may, under the rules of the SEC,
be considered participants in the solicitation of shareholders in
connection with the 2024 Annual Meeting is included in Norfolk
Southern's 2024 Proxy Statement, filed with the SEC on March 20, 2024. To the extent holdings by our
directors and executive officers of Norfolk Southern securities
reported in the 2024 Proxy Statement for the 2024 Annual Meeting
have changed, such changes have been or will be reflected on
Statements of Change of Ownership on Forms 3, 4 or 5 filed with the
SEC. These documents are available free of charge as described
above.
Cautionary Statement on Forward-Looking
Statements
Certain statements in this press release are
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act
of 1995, as amended. These statements relate to future events or
our future financial performance, including statements relating to
our ability to execute on our strategic plan and our 2024 Annual
Meeting and involve known and unknown risks, uncertainties, and
other factors that may cause our actual results, levels of
activity, performance, or our achievements or those of our industry
to be materially different from those expressed or implied by any
forward-looking statements. In some cases, forward-looking
statements may be identified by the use of words like "may,"
"will," "could," "would," "should," "expect," "plan," "anticipate,"
"intend," "believe," "estimate," "project," "consider," "predict,"
"potential," "feel," or other comparable terminology. The Company
has based these forward-looking statements on its current
expectations, assumptions, estimates, beliefs, and projections.
While the Company believes these expectations, assumptions,
estimates, and projections are reasonable, such forward-looking
statements are only predictions and involve known and unknown risks
and uncertainties, many of which involve factors or circumstances
that are beyond the Company's control. These and other important
factors, including those discussed under "Risk Factors" in our
Annual Report on Form 10-K for the year ended December 31, 2023, as well as the Company's
subsequent filings with the SEC, may cause actual results,
performance, or achievements to differ materially from those
expressed or implied by these forward-looking statements. The
forward-looking statements herein are made only as of the date they
were first issued, and unless otherwise required by applicable
securities laws, the Company disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise.
Non-GAAP Financial Measures
This press release
includes the presentation and discussion of non-GAAP operating
ratio. This figure adjusts our GAAP financial results to exclude
the effects of the direct costs resulting from the East Palestine incident. We use this non-GAAP
financial measure internally and believe this information provides
useful supplemental information to investors to facilitate making
period-to-period comparisons by excluding the 2023 costs arising
from the East Palestine incident.
While we believe that this non-GAAP financial measure is useful in
evaluating our business, this information should be considered as
supplemental in nature and is not meant to be considered in
isolation from, or as a substitute for, the related financial
information prepared in accordance with GAAP. In addition, this
non-GAAP financial measure may not be the same as similar measures
presented by other companies. See below for a reconciliation of the
2023 non-GAAP operating ratio figures provided in this document to
GAAP operating ratio. With respect to projections and estimates for
future non-GAAP operating ratio, the Company is unable to predict
or estimate with reasonable certainty the ultimate outcome of
certain items required for the GAAP measure without unreasonable
effort. Information about the adjustments that are not currently
available to the Company could have a potentially unpredictable and
significant impact on future GAAP results.
The following table adjusts our 2023 GAAP financial results to
exclude the effects of the East
Palestine incident. The income tax effects of this non-GAAP
adjustment were calculated based on the applicable tax rates to
which the non-GAAP adjustment related:
|
Non-GAAP
Reconciliation for 2023
|
Reported
(GAAP)
|
East Palestine
Incident
|
Adjusted
(non-GAAP)
|
($ in millions,
except per share amounts)
|
Income from railway
operations
|
$2,815
|
$1,116
|
$3,967
|
Income taxes
|
$493
|
$270
|
$763
|
Net income
|
$1,827
|
$846
|
$2,673
|
Diluted earnings per
share
|
$8.02
|
$3.72
|
$11.74
|
Railway operating ratio
(percent)
|
76.5
|
(9.1)
|
67.4
|
1 The operating ratio figures used throughout are
based on non-GAAP operating ratio, which excludes the impact of
direct costs resulting from the East
Palestine incident. See "Non-GAAP Financial Measures" below
for information regarding the definition and reconciliation to GAAP
operating ratio.
2 Discussion of projected operating ratio
improvements for 2024 and beyond represent non-GAAP operating ratio
measures. See "Non-GAAP Financial Measures" below for information
regarding the definition and reconciliation to GAAP operating ratio
measures.
3 The operating ratio improvements discussed and
presented in the table represent non-GAAP operating ratio measures.
See "Non-GAAP Financial Measures" below for information regarding
the definition and reconciliation to GAAP operating ratio
measures.
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SOURCE Norfolk Southern Corporation