What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-02-05 compared with 2023-02-03 · 35 added, 30 removed, 164 unchanged (28% of the section changed)

22 unchanged sentences

• Central Ohio to Norfolk (via Columbus and Roanoke)

• Birmingham to Meridian

• Cleveland to Kansas City

• Birmingham to Meridian

• Memphis to Chattanooga

8 unchanged sentences

Total 19,137 4,565 2,359 8,983 35,044

We operate freight service over lines with significant ongoing Amtrak and commuter passenger operations and conduct freight operations over trackage owned or leased by Amtrak, New Jersey Transit, Southeastern Pennsylvania Transportation Authority, Metro-North Commuter Railroad Company, Maryland Department of Transportation, and Michigan Department of Transportation.

In 2022, we entered into an asset purchase and sale agreement with the Board of Trustees of the Cincinnati Southern Railway (CSR) to purchase 337 miles of railway line that extends from Cincinnati, Ohio to Chattanooga, Tennessee that we currently operate under a lease.

The transaction is scheduled to close on March 15, 2024.

See further discussion in Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” and Item 8 “Notes to Consolidated Financial Statements.”

The following table sets forth certain statistics relating to our operations for the past five years:

31 unchanged sentences

Total $ 2,349 $ 1,948 $ 1,470 $ 1,494 $ 2,019

Our capital spending and replacement programs are and have been designed to assure the ability to provide safe, efficient, and reliable rail transportation services.

Equipment – At December 31, 2022, we owned or leased the following units of equipment:

Our capital spending and replacement programs are and have been designed to support our ability to provide safe, efficient, and reliable rail transportation services.

Equipment – Our equipment includes owned and leased locomotives and railcars;

maintenance of way equipment and machinery;

other equipment and tools used in our shops, offices and facilities;

and vehicles and other equipment used for maintenance, transportation, and other activities.

Our equipment includes both owned equipment acquired by us, and equipment held under lease arrangements.

At December 31, 2023, we owned or leased the following revenue generating equipment:

Owned Leased Total Capacity of

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Total freight cars 35,555 5,027 40,582 4,358,123

Intermodal equipment:

Chassis 38,397 1,063 39,460

Containers 17,662 — 17,662

Work equipment 5,408 243 5,651

Vehicles 2,976 14 2,990

Miscellaneous 2,243 — 2,243

Total other 64,067 1,357 65,424

Roadrailers 1,110 — 1,110

Total intermodal equipment 57,169 1,063 58,232

The following table indicates the number and year built for locomotives and freight cars owned at December 31, 2023:

18 unchanged sentences

Crossties installed (millions) 2.1 2.2 2.0 1.8 2.4

Traffic Control – Of the 16,200 route miles we dispatch, 11,300 miles are signalized, including 8,500 miles of centralized traffic control (CTC) and 2,800 miles of automatic block signals.

Of the 8,500 miles of CTC, 7,600 miles are controlled by data radio originating at 355 base station radio sites.

Traffic Control – Of the 16,200 route miles we dispatch, 11,300 miles incorporate signalization.

This includes 8,500 miles governed by centralized traffic control (CTC) and 2,800 miles utilizing automatic block signals.

Within the 8,500 miles of CTC, 7,600 miles are controlled by data radio systems originating from 355 base station radio sites.

ENVIRONMENTAL MATTERS – Compliance with federal, state, and local laws and regulations relating to the protection of the environment is one of our principal goals.

To date, such compliance has not had a material effect on our financial position, results of operations, liquidity, or competitive position.

See Note 17 to the Consolidated Financial Statements.

With the exception of our response to the Eastern Ohio Incident (the “Incident” as defined in Note 17) such compliance has not had a material effect on our financial position, results of operations, liquidity, or competitive position.

For further information on the Incident and environmental matters, see Note 17 in Item 8 “Notes to Consolidated Financial Statements.”

HUMAN CAPITAL MANAGEMENT

Workforce – We employed an average of 20,300 employees during 2023, and 20,700 employees at the end of 2023.

Approximately 80% of our railroad employees – referred to as “craft” employees – are covered by collective bargaining agreements with various labor unions.

Approximately 80% of our railroad employees are covered by collective bargaining agreements with various labor unions, and referred to as “craft” employees.

See the discussion of “Labor Agreements” in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The remainder of our workforce is composed of management employees.

4 unchanged sentences

Our commitment to an injury-free workplace is outlined in our Foundation of Safety policy which focuses on rules compliance, responsibility, relationships, and responsiveness.

Our safety programs, practices, and messaging further reinforces the importance of working safely.

employee safety performance through internal metrics such as accidents, injuries, and serious injuries per 200,000 employee-hours.

We also use metrics established by the Federal Railroad Administration (FRA) to measure FRA reportable accidents and injuries per 200,000 employee-hours.

Given the importance of safety among our workforce and business, in 2020, our Board of Directors established a standing Safety Committee that, among other duties, reviews, monitors, and evaluates our compliance with our safety programs and practices.

Our safety programs, practices, and messaging further reinforce the importance of working safely.

We measure employee safety performance through internal metrics such as accidents, injuries, and serious injuries per 200,000 employee-hours.

We also use metrics established by the Federal Railroad Administration (FRA) to measure FRA-reportable accidents per million train miles and injuries per 200,000 employee-hours.

Given that safety continues to be a top priority, and the importance of safety among our workforce and to our business, our Board of Directors (Board) has a standing Safety Committee that, among other duties, reviews, monitors, and evaluates our compliance with our safety programs and practices.

Attracting and Retaining Management Employees – Our talent strategy for management employees is essential to attracting strong candidates in a competitive talent environment.

1 unchanged sentence

We also focus on driving employee engagement, which is key to increasing employee productivity, retention, and safety.

We take a data-centric approach, including the use of quarterly surveys among management employees, to identify new initiatives that will help boost engagement and drive business results.

We take a data-centric approach, including the use of periodic surveys among employees, to identify new initiatives that will help boost engagement and drive business results.

Employee Development and Training – We provide a range of developmental programs, opportunities, skills, and resources for our employees to be successful in their careers.

We provide classroom instruction, hands-on training and simulation-based training designed to improve training effectiveness and safety outcomes.

We provide classroom instruction, hands-on training and simulation-based training designed to improve on-the-job effectiveness and safety outcomes.

We also use modern learning and performance technologies to offer robust professional growth opportunities.

Through on-demand digital course offerings, custom-built learning paths, and performance-management tools, our platforms deliver a contemporary, convenient, and inclusive approach to professional development.

Diversity, Equity, and Inclusion – As a leading transportation service company, we understand that competing in the global marketplace requires recruiting the most qualified, talented, and diverse people.

We strive to create a diverse, equitable, and inclusive workplace where a wide range of perspectives and experiences are represented, valued, and empowered to thrive.

While our current workforce reflects a broad range of backgrounds and experiences, we continue to focus on building an even more diverse workforce, using technology-driven outreach and multiple recruiting relationships to maintain a robust pipeline of diverse talent.

To underscore our commitment to cultivating a workplace experience where the unique experiences, perspectives, and contributions of all our people are valued, our CEO recently signed the CEO Action for Diversity & Inclusion pledge, which outlines specific actions to create a welcoming environment for discussions and ideas about diversity and inclusion.

To advance that commitment, senior leaders from across the company serve on an Inclusion Leadership Council, which partners with the Diversity, Equity, and Inclusion Strategy team in implementing our enterprise inclusion strategy, articulating measurable goals, and holding ourselves accountable.

Through on-demand digital course offerings, custom-built learning paths, and in-person facilitated content, our programs provide a holistic and inclusive approach to professional development throughout an employee's career.

Diversity, Equity, and Inclusion – As a leading transportation service company, we recognize that success in the global marketplace relies on the recruitment and retention of top-tier talent, as well as leveraging the expertise and experiences of individuals from all backgrounds.

In pursuit of this goal, we are dedicated to establishing a workplace that is diverse, equitable, and inclusive, where a broad spectrum of identities, perspectives, and experiences is not only represented but also valued and empowered to thrive.

Our Inclusion Leadership Council, comprised of senior leaders from all departments, our seven employee resource groups, and the Diversity, Equity, and Inclusion strategy team, collaborate closely to implement the plan, articulate measurable goals, and hold ourselves accountable.

GOVERNMENT REGULATION – In addition to environmental, safety, securities, and other regulations generally applicable to all business, our railroads are subject to regulation by the U.S.

7 unchanged sentences

Further, all shipments that we have under contract are effectively removed from commercial regulation for the duration of the contract.

Approximately 90%

of our revenues comes from either exempt shipments or shipments moving under transportation contracts;

Approximately 90% of our revenues comes from either exempt shipments or shipments moving under transportation contracts;

the remainder comes from shipments moving under public tariff rates.

3 unchanged sentences

Railroads are also subject to the enactment of laws by Congress and regulation by the U.S.

Department of Transportation (DOT) (including the Federal Railroad Administration) and the U.S.

Department of Transportation (DOT) (including the FRA) and the U.S.

Department of Homeland Security (DHS) (including the Transportation Security Administration (TSA)), which regulate most aspects of our operations related to safety, security and cybersecurity.

11 unchanged sentences

Our comprehensive security plan is modeled on and was developed in conjunction with the security plan prepared by the Association of American Railroads (AAR) post September 11, 2001.

The AAR Security Plan defines four Alert Levels and details the actions and countermeasures that are being applied across the railroad industry to mitigate the risk of terrorist, violent extremist or seriously disruptive cyber-attack increases or decreases.

The AAR Security Plan defines four Alert Levels and details the actions and countermeasures that are being applied across the railroad industry as the risk of terrorist, extremist or seriously disruptive cyber-attack increases or decreases.

The Alert Level actions include countermeasures that will be applied in three general areas:

16 unchanged sentences

Customs and Border Protection, the Department of Defense, and various state Homeland Security offices.

In 2022, through the Norfolk Southern Operation Awareness and Response Program as well as participation in the Transportation Community Awareness and Emergency Response Program, we provided rail accident response training to approximately 5,000 emergency responders, such as local police and fire personnel, utilizing a combination of online training and face-to-face training sessions as well as the Norfolk Southern Safety Train.

In 2023, through the Norfolk Southern Operation Awareness and Response Program as well as participation in the Transportation Community Awareness and Emergency Response Program, we provided rail accident response training to more than 5,000 emergency responders, such as local police and fire personnel, utilizing a combination of online training and face-to-face training sessions as well as the Norfolk Southern Safety Train.

We also have ongoing programs to sponsor local emergency responders at the Security and Emergency Response Training Center.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business