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Greetings. Welcome to the Norfolk Southern Corporation's Third Quarter 2023 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. It's now my pleasure to introduce Luke Nichols, Senior Director of Investor Relations. Thank you, Mr. Nichols. You may now begin.

Thank you. Good morning, everyone. Please note that during today's call, we will make certain forward-looking statements within the meaning of the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or future performance of Norfolk Southern Corporation, which are subject to risks and uncertainties and may differ materially from actual results. Please refer to our annual and quarterly reports filed with the SEC for a full discussion of those risks and uncertainties we view as most important. Our presentation slides are available at nscorp.com in the Investors section, along with a reconciliation of any non-GAAP measures used today to the comparable GAAP measures. Turning to Slide 3; it's now my distinct honour to introduce Norfolk Southern's President and Chief Executive Officer, Alan Shaw.

Good morning, and welcome to our discussion of third quarter earnings. Here with me are Mark George, our Chief Financial Officer; Paul Duncan, our Chief Operating Officer; and Ed Elkins, our Chief Marketing Officer. I want to begin by thanking my Norfolk Southern colleagues for working safely, serving our customers, and driving our strategic plan forward. When we charted a new course in the industry, we understood unlocking the full potential of our powerful franchise would require an enhanced focus on resilience and operational excellence across every aspect of our business. Our transformation into a more customer-centric, operations-driven service organization reveals opportunities to strengthen our franchise. We saw some of that in the third quarter with two technology outages. The first, on August 28, was caused by a defect in a vendor's software. The second, on September 29, involved a firmware maintenance issue. These incidents were unrelated and were not cybersecurity issues. We are taking measures to prevent a reoccurrence, and importantly, we are not stopping there. We have launched a top-to-bottom review of our technology infrastructure with the assistance of leading third-party experts. Operations driven means pursuing operational excellence in every aspect of our business and that includes IT. Demonstrating our progress in building resiliency, our strengthened operations leadership, enhanced operating plan and greater crew capacity enabled us to manage the technology incidents with limited disruption to our customers and grow volume through the service recovery. Throughout the third quarter, we continued to do exactly what we said we'd do when we announced our strategy. We are making smart investments and safe, reliable and resilient service. Although the macroeconomic environment of abnormally low volumes is an unwelcome headwind, it has not changed our approach or diminished our confidence that our strategy is a better way forward. The market will recover and we will be poised and leveraged to capture growth with strong incremental margins. Mark will provide detail on other cost drivers in the quarter including fuel prices and higher labor costs as a result of last year's historic wage increase for our craft colleagues. These costs combined with investments in our strategy and the backdrop of historically low volumes in the quarter contributed to significant pressure on our operating ratio, which deteriorated year-over-year and sequentially. We are clearly not satisfied with these results. We will recover from these short-term impacts to our operating ratio. As we articulated when we launched our strategy, continuous productivity improvement is a core element of our balanced approach. We are committed to achieving and maintaining industry competitive margins over the long term. Our focus on productivity is unrelenting. Under the strong leadership of Paul and his team in operations, we have an increasingly stable network with a high degree of plan compliance allowing us to iterate the plan for service and productivity and as Paul will describe, we are reducing our pipeline of conductor trainees through year-end to more normal levels among other steps. Balanced against the challenges of the quarter, there were several encouraging developments that demonstrate progress on our strategy and point to growth and profit improvement in the quarters ahead. Notably, service in the third quarter improved both year-over-year and sequentially, allowing us to onboard more business. Volume improved as well and appears to have turned a corner with each of the last four weeks running above 136,000 carloads. That's a level we haven't seen consistently since the second quarter of 2022. In part, this was a function of customers awarding us new business. Our customers see the commitment we are making to deliver more consistent, reliable service and our marketing team is creating innovative solutions to amplify the value of that service, even in a weak freight environment. Ed will talk more about this later. In addition to service and volume gains, we delivered improvements in safety as well. Our mainline train accident rate is down more than 40% year-over-year as we strengthen our safety culture and performance. In East Palestine and the surrounding communities, we continue to deliver on our commitments. Mark will provide an update on costs associated with our ongoing efforts to make things right. I visit regularly as we make significant progress cleaning the site and investing in the community's future. I'll now turn it over to Mark.

Thank you, Alan, and good morning, everyone. I'll start on Slide 5 with an update on our accruals related to the Eastern Ohio derailment. We are pleased to report that we will be completing soil removal from the derailment site shortly, but expect that there will be ongoing testing efforts to ensure continued safety of the air, soil and water through April of 2024. And as such, we accrued $118 million in Q3 to account for this timeline extension. Additionally, we recorded another $70 million for legal and other costs incurred in the quarter. Of note, we did file our initial claim for reimbursement with our insurers during the third quarter and will continue to file claims as costs accumulate. We did receive notification of our first reimbursement under our policy of $25 million and accordingly recognize this as an offset to the costs incurred in the third quarter. The cash was actually received last week. While we were encouraged by the speed of this initial reimbursement, there are dozens of parties sharing exposure at 10 layers in the insurance tower. So we expect this cost recovery process to be protracted. Also, of the $966 million recorded as expense thus far, just more than half has been paid through September 30. Of the remaining $450 million, I'd expect roughly half to be spent in the fourth quarter and the rest to be spent in 2024. I will remind you that this situation remains fluid and we will continue working through these issues for many quarters to come. We expect that there will be additional costs that have not yet been incurred related to future settlements, fines and penalties, as well as legal fees, and we cannot predict the amounts at this time. Moving to Slide 6, where we illustrate the impact of these third quarter costs on our results; our GAAP results are in the first row, while on row 2, we isolate the accounting to our Q3 financials related to the incident and our response. At the bottom of the chart, you'll note the comparisons of the adjusted financial results to the prior year. I'll be talking about our adjusted results for the remainder of the discussion. Revenues were down 11%, adjusted operating expense was down modestly, the adjusted operating ratio for Q3 was 69.1%, which notably includes 270 basis points of headwind from net fuel price impacts. On an adjusted basis, operating income was down 28%, net income and EPS were down 37% and 35% respectively, but recall last year, we enjoyed a benefit from a state income tax change of $136 million, distorting the year-over-year comparison. Let's turn to Slide 7 for an overview of our operating revenues; and it's a quick look at the drivers of the revenue change from last year in advance of Ed getting into the market details. The biggest driver in the year-over-year revenue decline is the meaningful reduction in fuel surcharge revenue. Volumes were down 2%, which equates to a $74 million revenue decline and we are highlighting here the reduction in intramodal storage revenue of $71 million, as we are now back to more normal levels and will continue to have tough compares through Q1 of 2024. Ed will talk later about the traction we have on pricing as well as mix dynamics in the quarter that collectively inform the positive $27 million of rate mix and other. On Slide 8, let's drill into the operating expenses. Adjusted operating expenses for the quarter were down $19 million, or 1%, on a year-over-year basis. Fuel expense was down $94 million, or 25%, driven mainly by lower fuel prices. Comp and ben was down $20 million, or 3% year-over-year, as higher pay rates and employee levels were offset by a favorable comparison with Q3 last year from the $85 million charge we took related to the retroactive wage accruals. Depreciation expense was up in line with our earlier guidance. Purchase services was up due to higher costs associated with engineering activities on our network, as well as technology spend. The increase in materials and other was up $42 million and driven primarily by an adverse comp on a favorable legal settlement last year, as well as higher consumption of materials for locomotive repairs. Property sales were also lower this quarter. Moving to Slide 9, while we expect costs related to the past service issues to begin unwinding in the third quarter, additional service challenges in the quarter resulted in a delay with only moderate easing. We expect the unwind to accelerate here in the fourth quarter. Now, offsetting these fourth-quarter savings will be an increase in incremental costs related to building resiliency in a couple key areas that will pay dividends in the years ahead. Firstly, there are investments in the continuation of our hiring and locomotives in order to support both future growth and faster recoveries. Second are the investments in our craft workforce, including the quality of life enhancements like paid sick leave. These investments overall should allow for the accommodation of higher volumes that will help cover these costs along with more productivity. And on Slide 10, let's talk to a couple P&L items below operating income. Other income was up $42 million in the quarter, driven by favorable returns from our company-owned life insurance. The adjusted effective tax rate was 22.7% in line with what we normally guide. And turning to free cash flow and shareholder distribution on Slide 11, through the first nine months, free cash flow was $1.1 billion lower than prior year, with half due to derailment-related expenditures and the remainder from a combination of lower core operating results and higher CapEx. Shareholder distributions over the same nine months were $1.4 billion, thanks to our solid dividend and continued share repurchase activity. I will remind that the citizen vote in Cincinnati to approve the proposed $1.6 billion purchase of the CSR asset will take place in November. So we are reserving capital capacity for that potential transaction, which would close in mid-March of 2024. I'll now hand off to Paul to provide an update on our operations.

Thank you, Mark, and good morning, everyone. At Norfolk Southern, everything starts with safety, so let's turn to Slide 13 for an update. In the quarter, we have made significant strides. Our injury rate is up slightly versus last year, but it has improved 30% from where we were just three years ago. Our accident rate is trending down from where we have been the past two years, and we also continue to maintain a significant reduction in our mainline accident rate through the many efforts and initiatives we have put forth, including the enhancements to our train-maker rules implemented earlier this year. While those enhancements required a significant period of operational adjustment earlier this year, they are now paying off in terms of our mainline accident rate improvement. We also remain very focused on reducing exposures and improving outcomes in our yard and terminal operations. We have made further investments in our people, including enhancements to our training and PPE programs, as well as leadership development. On all of these fronts, the results are encouraging, but we are not satisfied and will continue to drive towards our goal of being the industry leader in safety. Turning to Slide 14 for an update on service; this is another area where we have made sustained progress this last quarter. Train speeds have resumed the improving trajectory they were on before our challenging second quarter. We have also pushed to reduce dwell and improve schedule rigor in our terminals, which well now improved to its best level in two years. We're sustaining this progress in October while bringing weekly car loadings up to their highest level since Q2 2022, and while developing new service offerings that Ed will outline. As part of our scheduled railroad model though, we will drive further progress. We have to continue to minimize car dwell, maximize velocity across the railroad, sustain safe, reliable and resilient service and drive productivity. On the next two slides, we will cover how we plan to accomplish this. Turning to Slide 15, our locomotive velocity was flat year-over-year. Now that we are seeing improvements in train velocity and terminal dwell, this is an opportunity we are focused on driving further velocity and productivity in. As our terminal discipline initiatives take further hold and as network velocity takes the next step above 21 miles per hour, we expect to see this metric improve along with fuel efficiency as we bring additional tonnage onto the network. We now have a qualified teeny workforce that is sized appropriately in aggregate, although we are still investing to get them all in the right locations. We're on track to have our conductor training pipeline below 600 by yearend as indicated last quarter. As our initiatives take hold and as GTMs increase, this measure of productivity will improve from here. Moving to Slide 16 to discuss how we are driving service improvement aligned with our scheduled railroad model and how it will translate it into additional gains in resilience, productivity and ultimately growth. First is disciplined terminal execution. This starts with strict adherence to the operating plan to ensure trains are arriving on plan to balance terminal flows in both our merchandise yards and intermodal facilities. We're minimizing dwell by switching cars within six hours of arrival. At our intermodal facilities, it's ensuring we're driving precision execution to the trip plan of containers and leveraging our high frequency intermodal model. It involves maximizing connection performance, getting the right cars on the right train and departing our trains on time. The second bullet point, we are driving a culture of strict compliance to the operating plan, both at the train, car, and intermodal unit level and expect that this will drive further reductions in dwell and even greater consistency in our terminals. Next, we're investing in our people and modernizing our workforce to become more resilient and productive. For example, 250 conductors are receiving locomotive engineer training this year. This gives us resilience and flexibility to fill assignments whether the need is an engineer or a conductor or protecting future growth with an investment today. We are moving forward with the first phase of extra board consolidations, cross training 260 employees at seven key terminals across the network. Let me explain what this is. As railroads and labor agreements evolved and merged over the decades, territorial boundaries remained that prevented certain employees from working assignments that were within their geography. At many of these locations we've worked collaboratively with labor to remove those boundaries but have yet to get folks qualified to work all potential assignments. With our new focus on resilience, we're investing in our craft employees and getting them qualified to hold more assignments, providing them with greater work opportunities and offering Norfolk Southern enhanced operational flexibility and efficiency. To complement these labor modernization efforts, we are implementing predictable work scheduling, a groundbreaking work-life balance initiative negotiated with our craft colleagues, which will also streamline our back office crew management functions and drive further productivity. Lastly we are kicking off a system-wide initiative that will drive productivity and enhance our first mile last mile service. This is a substantial initiative aligned with delivering reliable service, productivity and most importantly driving additional growth of the network. To close, running a safe reliable and resilient scheduled railroad using these principles is going to improve service consistency, generate greater productivity and create capacity for growth. I'll now turn the call over to Ed.

Thanks Paul and good morning to everybody on the call. Now before we get into the numbers, I want to call out the collaboration between our teams and marketing and operations as we improve service and innovate solutions to deliver value for our shareholders and for our customers. I'll talk about it more as we move along here, but I think it's important to recognize the steady progress that we're seeing deep in these organizations that's starting to pay off. Let's start on Slide 18 and review our results for the third quarter. Norfolk Southern volumes and revenue was down 2% and 11% respectively year-over-year in the third quarter. Revenue declines, outpaced volume due to lower fuel surcharge and intermediate storage revenue compared to the prior period. Within merchandise, weakness in several energy markets was the leading driver of a 3% decline in total volume. Crude oil shipments were challenged by unfavorable fuel price differentials that discouraged crude by rail to East Coast refineries that we serve. Also, low natural gas prices negatively impacted shipments of sand and NGLs. Helping to offset those declines in energy markets was strength in automotive where volume increased 7% year-over-year in the third quarter. Growth was driven by continued strength and demand for finished vehicles as well as high shippable ground counts. Merchandise revenue was down 7% due to lower revenue from fuel surcharge and lower volume. However, revenue per unit excluding fuel set a new record as it improved 3% showing sustained price and mix improvement. This quarter marks 33 quarters out of the last 34 consecutive quarters where we've been able to achieve year-over-year growth in merchandise revenue per unit excluding fuel. Moving on to intermodal, volume was down slightly compared with last year as growth in international intermodal largely offset declines in domestic. On the domestic side, persistently abundant truck capacity and weak freight demand challenged volume. While on the international side, volume improved as customers continued to return freight to IPI service. Intermodal revenue was down 22% as revenue per unit excluding fuel declined 15%. Lower intermodal storage fees represented more than two-thirds of this decline, followed by adverse mix effects from strong international volumes and the impact of persistent competitive pressure in a loose trucking environment. We're also seeing negative mix effects within the international business. First, shippers are returning to lower yielding short haul lanes that shifted to the highway during the pandemic and second, growth in lower yielding empty shipments is also outpacing loaded shipments. Intermodal storage has returned to a normal level and we expect a lap this headwind in the second quarter of next year. Lastly, within coal, volume dropped 9% year-over-year with weak conditions in our utility markets, which more than offset strength in our export markets. Utility coal volume was down roughly 26% from prior year levels driven by high stock piles and low natural gas prices and prolonged customer and producer outages. Export volume increased year-over-year driven by strong Asian demand. Coal revenue declined 8% primarily due to lower volume. Revenue per unit excluding fuel set a new record and revenue per unit also increased as positive mix and stronger than expected seawarm coal pricing and modest liquidated damages more than offset a decline in fuel surcharge revenue. Turning to slide 19, for the fourth quarter, we expect to see slow volume recovery amid uncertain economic conditions. September presented us with some encouraging data that the contraction in manufacturing is slowing and onshoring to the US is on the rise. However, we remain cautious in our optimism as uncertainty surrounding future Fed actions, strike outcomes and geopolitical tension is very pronounced. Although the macro environment is unclear, we are steadfast in our business development initiatives and I'll talk about those in a few minutes. Our merchandised markets have upside potential in the automotive and metals markets. We expect growth in automotive as we continue to work through the backlog of shippable vehicles, improve our cycle times and grow our fleet size. We also still see unmet demand in our metals market, which we should realize as improving service should drive year-over-year growth. Offsetting anticipated growth in the fourth quarter will be sustained, soft conditions in energy markets as the headwinds that pressured crude, NGL and sand volumes in the third quarter are expected to continue through the remainder of the year. Automotive production is a key driver for many of our merchandised markets beyond automotive, so the duration and scope of the ongoing UAW strike is a downside risk to our overall merchandise volumes. Our marketing and operations teams are collaborating to deliver incremental business wins across the portfolio of carload markets that we serve by identifying and solving business challenges for our customers at an accelerating pace. This innovation and collaboration will be a driver of future growth for NS. Intermodal volume is expected to improve year-over-year in the fourth quarter from sustained service recovery and improving market conditions. We're encouraged by the momentum that we're seeing in our domestic market. Our customers are seeing improvements in bid compliance and demand, which has us trending positively in October, but we continue to see a relatively muted peak season which will temper overall volumes. International markets will benefit from strong East Coast import demand and favorable ocean rates driving demand for IPI. We expect the negative mix effects from the shift back to short haul lanes to persist in the fourth quarter, and we continue to experiment and develop new services for our intermodal customers, and I'll talk about that in just a minute. Coal volumes should be stable in the fourth quarter with upside potential in export markets as new production comes online. In addition, recent trends in seaborne coal prices suggest higher prices throughout the remainder of the year due to supply constraints out of Australia as well as continued strong demand out of China and India. Domestic coal shipments should improve sequentially in the fourth quarter on improved service and fewer outages, but headwinds from low natural gas prices will continue to be a limiting factor and while uncertainty in the economy continues to persist, we're confident in our ability to collaborate with our customers to drive incremental volume and to continue providing value in a manner that drives growth in the future. Now before I turn it back to Alan, I would like to expand briefly on how we're providing value in ways that drive growth in an unfavorable market. Slide 20 features key examples of new service offerings we developed this quarter aimed at making Norfolk Southern the preferred option for freight transportation and driving modal conversion. It's important to recognize that collaboration and teamwork invested by both marketing and operations to bring these projects to life. In October, we partnered with CN to expand intermodal service and connect customers in Atlanta and Kansas City with markets on the CN in Canada. We also partnered with Florida East Coast Railway to expand both domestic and international intermodal services in Florida. These new services are designed to give our customers flexibility, expand the reach of the NS intermodal network into key growth markets, and give more ways for our customers to reduce their supply chain greenhouse gas emissions. Early in September, we also announced an investment in DrayNow, a company focused on modernizing technology solutions for intermodal. DrayNow is revolutionizing intermodals' first and final mile journey through an app that provides customers with real-time shipment tracking and document capture of drayage shipments. Norfolk Southern is the operator of the most extensive intermodal network in the Eastern US and together with DrayNow and our best-in-class customers, we will drive more transparency into a fragmented supply chain and increase the ability to best serve our intermodal customers. And lastly, our persistent industrial development efforts paid off as both new and expanded industries turned on additional volume in the third quarter, including a new cement transload, an ethanol terminal, and a container board warehouse, as well as expanded rail operations and an established grain elevator. We'd like to thank our customers for locating on our network and allowing NS to serve their market needs. Together, these diverse projects will generate over 7,800 new car loads annually at full production. We're aggressively pursuing project-oriented growth to enhance the NS network in a fragile freight environment. We're not sitting back and waiting for car loads to come to us, but rather we are proactively making enhancements to our service portfolio to become a preferred service provider for our customers and drive sustainable and smart growth in the future. And concluding on Slide 21, let's look at our 2023 outlook. Based on lower Q3 revenue, which included significantly lower fuel surcharge, we're now expecting 2023 revenue to be down closer to 4% year over year. With that, I'll turn it back over to Alan to bring us home.

Closing on Slide 22, although this year has presented a number of challenges, we are emerging a stronger company due to our response and our decisive action to effect necessary improvements. I'm more confident than ever that our innovative strategy is a better way forward. We are already seeing the benefits from leadership changes, plan refinements and resource investments as we drive towards our strategy. We are achieving wins with our customer base, and we are incorporating operational discipline that drives consistency and enables productivity enhancements in the quarters ahead. I am extremely optimistic about our future. We will now open the call to questions. Operator?

Thank you. We'll now be conducting a question and answer session. [Operator instructions] And our first question comes from Chris Wetherbee with Citigroup.

Hey, thanks. Good morning, guys. I guess maybe we want to start on Slide 9. Mark, you laid out some of the temporary service costs and the incremental resiliency investments that you're making. I guess I want to make sure I understand how to think about that as we move into the fourth quarter, and then also really more 2024. I guess, are you able to absorb these costs and generate sequential OR improvement in the fourth quarter? And then as you look out to next year, how much of this cost kind of sticks around? How much of it actually will go away and any thoughts around the cadence of that? So thanks for that.

Okay, thanks, Chris. Yeah, so if you start first on the service costs, we saw a slight reduction here in the third quarter. We were hoping for a little bit more, but obviously we had some disruptions to the network that delayed that. We do expect the reduction to continue here in the fourth quarter, and eventually this should unwind over the next couple quarters. As fluidity on the network improves, as we qualify more of our T&Es in the right critical locations as well, and we start to build some solid processes around delivering service as opposed to putting the band-aids on, like we are today with overtime, etcetera. So those will start to unwind here in the next couple quarters. The right-hand part of that slide, those are -- I think you need to think about those as structural cost increases. And those are really around developing and building resiliency. That's the whole point. A lot of this is related to the T&E ramp-up that we've seen as well as the investments in our locomotives. There are also costs related to the quality of life improvements that we've announced with our craft workforce and I'd say that of these costs, 75% of those will probably reside in the comp and band line, and then after that you'll see costs sitting in purchase services and also in some materials. But in terms of cadence as we go into Q4, like I said, service costs will start to come down, but that will be offset by another increase there in the structural resiliency costs.by another increase there in the structural resiliency cost. And then I think at that point, we should probably be moderating going forward into '24, but we'll give you more '24 guidance when we reconvene in January.

And Chris, one way to look at this is, our investments in resiliency are investments in the elimination of the service recovery costs and it's also an investment in top-tier growth and in industry competitive margins. That's our vision for the future and that's what we said we were going to do when we laid this out in December of last year.

Yeah. Ultimately, these are going to get paid for by the elimination of those temporary service costs, but also by accommodating more volume than we typically would be able to, as well as, pricing and productivity. So it's exaggerated here because we're in a down cycle.

And does this give you the ability to improve OR in fourth quarter still?

Yeah, I think we're at a trough. I think we're at a trough right here.

Our next question is from the line of Amit Mehrotra with Deutsche Bank. Pleased proceed with your question.

Thanks, operator. Hi, guys. Maybe first question, can you just give us the liquidated damages in coal and where we think coal yields can trend from the high 3Q levels? And, Alan, just a bigger picture question, every rail right now has a cyclical challenge. Everybody has a fuel headwind. You guys are still reporting margins that are 600 basis points, 700 basis points worse than your direct competitor and just generally industry. I look at that as an opportunity because obviously with top SPG you've fixed the network, you're improving the service, the volumes are coming. So there's obviously progress made there, but is there an opportunity to look deeper inside the cost structure of the organization to say, listen, we're dealing with all these headwinds just like all our competitors are, but we're still our cost structure is still seemingly very, very high and what's the opportunity there if you're looking at it and how you're going about addressing those differences? Thank you.

Amit, thank you for that question. Why don't I address the second part of your one question first and then turn it over to Ed and talk about coal yields. Look, we're committed to industry competitive margins. We said that from the get-go. We've also said that returns follow the investment. We're investing over the long term and we're not going to chase short-term OR targets. We illustrated very clearly, Mark had a chart, I believe, at Investor Day that showed during a economic trough, right, our margins would get a little worse as we invested over the long term, but as you evaluate this through an economic cycle, this is the better way forward for Norfolk Southern to invest in long-term growth, deliver top-tier growth, industry competitive margins, and drive long-term shareholder value. We're not happy with our cost structure right now. As we drive operational discipline into our network, as we refresh our operations team, as we drive a high degree of plan compliance, it allows us to continue to iterate the plan for productivity and service and that's exactly what we're doing right now. Ed, you want to talk about gold yields?

Sure. Yeah. I think you asked about LDs in the quarter and I think I said in the prepared remarks, these are episodic. We don't expect them to continue. Its high single digits in terms of millions of dollars and when we look out into the fourth quarter, and again, restating what I said in the prepared remarks, we're forecasting prices to be sideways through the end of the quarter and the year and that's really predicated off the continuation of strong demand out of India and China for next quarter.

Thank you very much.

Our next question is from the line of Ken Hoexter with Bank of America. Please proceed with your question.

Hey, great. Good morning and Ed, solid job on the new lanes. Interesting stuff. Alan, I just want to follow up on that question maybe a little bit more, right? So you have a lot of temporary costs and restructuring costs. Do you think you need to bring in PSR expertise to handle some of that network resiliency? That seems to be the thing that PSR does, right? It allows the quick snapback, at least for some of the peers that have implemented that process. And I'm a little confused on the resiliency investments. It sounded like when Mark went through some of them, is it paid sick leave or is there more on the resiliency expenditures? I just want to understand what's outside of agreements or costs that you've already implemented on the resiliency side. Thanks.

Yeah. Well, thank you, Ken. Look, I've been CEO for a year and a half. We've been kinetic here. We've refreshed our operations leadership. We've implemented a new operating plan. We've launched a brand new strategy, something that's never been done in this industry. We've revamped the marketing organization. We brought in a number of outsiders and leadership roles; outsiders to the rail industry, outsiders to Norfolk Southern. I believe we've got the right team going forward. We will continue to look for opportunities to improve our strategic talent base. With respect to the resiliency costs, some of that has to do with predictable work schedules. Some of that has to do with the historic wage increase that the rail industry and labor came to agreement on last year. Some of it has to do with hiring or investing in additional resources and as a result of that, what you're seeing is third quarter service is better year over year and better sequentially. Our safety figures improved in the third quarter and our volume growth right now, our volumes the last four weeks are at levels that we haven't seen in the last, say, second quarter of last year. So we are making progress. We're doing exactly what we said we're going to do. This is the better way forward for Norfolk Southern to drive long-term shareholder value.

And Ken, just to put a fine point on the resiliency expense, about a third of that cost in the third quarter is related to the quality of life benefits, which are essentially paid sick leave. That has a cost to it. And the rest is really around the headcount additions for primarily T&E, but also some mechanical staff and then the rest is locomotive investments as well to be able to accommodate and accelerate the network. Thanks for the question.

Our next question is in the line of Scott Group with Wolfe Research.

Hey, thanks. Good morning. Mark, I wasn't sure what you were trying to say on overall cost, ex fuel in Q4 versus Q3, so if you have any color there. And then, Al, I just want to go back to that big picture question. You've been clear and consistent with your message. We're not going to chase short-term OR, but long-term we want to have industry competitive margin. I guess my question is, what does 2024 look like in that short-term versus long-term view? Like, are we committed to margin improvement next year? Are we committed to starting to narrow this margin gap next year, because it is getting pretty wide right now. So I just want to know, when do we start to see it get to industry competitive again?

Mark, you want to address the first one?

Oh, yeah. Sorry. Scott, look, I think the way you look at cost, ex fuel, to answer your specific question, it should be largely sideways and then, you sprinkle in the nice uptick we've seen in volumes. I think we've definitely probably troughed here in Q3, and we should see sequential margin improvement. Model out what you think that volume is going to be as we navigate through the quarter, and we report our volumes and you can pretty much assign traditional incremental margin rate to that. So I think we've troughed here in Q3, and it should improve from there.

And Scott, with respect to industry competitive margins, we are committed to it. We're committed to it over the long term. Now, what we'll see is that as service continues to improve, we'll have greater opportunity to eliminate the service recovery cost. We'll have greater opportunity to drive productivity throughout our organization as we standardize our operating practices. We'll have greater opportunity to generate more volume. We'll have greater opportunity to generate more price, reflecting the value of the product that we sell and all of those things will contribute to improvements in our margins and industry competitive margins and I think we're going to see improvement in that next year.

Okay, thank you.

Our next question is from the line of Tom Wadewitz with UBS. Please proceed with your question.

Yeah, good morning. So I think it seems fairly clear that it's not so much a cost story, but it's much more volume and a revenue story that you need to drive that margin improvement and correct me if you think I'm wrong on that, but the question is really, what do you think is necessary to really get that revenue story improving? I think we look at the intermodal revenue per car was pretty weak in the quarter. I know there's some mix, but how do you think about that intermodal revenue strengthening? Is that mix going to improve over a couple quarters? Do we really need to see some tightening in the truckload market? I know a lot of your business is truck competitive, so is that something that truck rates are key. Just maybe if you could offer some thoughts, I guess intermodal on that revenue per car, but broader thoughts on '24, what should we be looking for to really potentially drive that revenue story stronger?

Yeah, Tom, to be clear, this is a balanced approach. It's not just about revenue growth. We will continue to drive productivity into our organization. I'm committed to that. Our improved service product is going to help us with productivity. Our improved service product is going to help us attract more volume. Our improved service product is going to help us price to the value of our product. So there's a lot of value in there as we continue to invest in network resiliency long term. Ed, why don't you talk about what you're seeing in the market itself?

Sure. It's a really important question that I appreciate you asking and we want to unpeel the onion here and make sure that everybody understands. First of all, let me say, year to date, we are positive in our core pricing in every single market we serve, okay. Now, let's dig into intermodal. The largest impact once we stripped fuel out was a decline in our intermodal storage revenue. We knew that that was going to happen. And as I think I said in the prepared remarks, that storage figure accounts for over two-thirds of the RPU decline that we saw in the quarter and then we had a couple other things that were very important for folks to understand. We had substantial negative mix in the quarter, and that comes in two forms. The first is international shipments grew while domestic shipments were very anemic given the amount of pressure that's out there in the truckload market. Our domestic shipments have a higher yield than international, so this was a substantial headwind. We also saw negative mix in two different ways within our international business. First of all, we're seeing much higher growth in short haul lanes, and those are lanes that really shifted to the highway during the pandemic and then are now rolling back to us. 85% of the growth in the third quarter in international came from those short haul lanes, and those are intrastate lanes, so it's very important to understand that. Lastly, the amount of empties that we moved is, frankly, much faster-paced growth than the lows that we saw. That is another decrimental pressure on RPUs. So a lot going on there. The truck market continues to be loose. I think the cash rate index has been down for 21 straight months. Contract rates on the highway peaked in March of last year. There's a lot of downward pressure, but here's what I'm confident of. Number one, I'm confident that the market in general will rotate back to growth. It always does. The excess capacity that's on the highway will evacuate. It always does and Norfolk Southern is going to be really well positioned, exceptionally well positioned to take advantage of not only the volume increases, but also the opportunity to reprice.

Our next question is in the line of Brian Ossenbeck with JPMorgan. Please proceed with your question.

Hey, good morning. Thanks for taking the question. It may be a two-parter for Ed. Can you just give us an update? I think last time you mentioned that the $650 million headwind in the back half of the year for coal and accessorials or intermodal storage fees. Is that sort of still tracking in line with expectations? And then secondly to your point about core pricing, can you just give a little more color on where that is relative to inflation? I think we have seen a decent disconnect in terms of just the core pricing realization for Norfolk and for some of the industry in terms of how that trended versus inflation, which is higher than expected. So when do you expect to really sort of catch up with that? Is there something structural that's been keeping it lower than what we would have anticipated? Or is this more a matter of timing with contracts, repricing and service? How do you expect that rolling forward?

Well, let me try to answer both of those. First one, I think you were asking about some of the known headwinds that we had coming in the second half and if they're intact. And I would say yes. We've seen the storage revenue really normalized to pre-pandemic levels and that's persisted and it's been very consistent throughout most of the year. We all know what fuel's doing. On that storage piece, we expect to lap that probably second quarter of next year and so that's going to be a headwind until then. Coal pricing is a surprise to the upside and we'll see where it goes from here. So that's sort of the known pieces of this. On the core pricing side, I think it's probably worth reviewing, what our strategy is and that's, number one, we're always compelled to deliver a competitive price in the marketplace that our customers can recognize value in, but we define that by long-term contract pricing, not by what's going on in the spot markets. That recipe over time has generated above-rail inflation pricing for many, many quarters now. We're confident that it will in the future. Okay, it's a very unusual truck market right now. We know that. But on our merchandise business in particular, we recognize our mid-single-digit pricing in this quarter and again, we're positive for price here today.

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

Thanks and good morning. Last quarter, you talked about $175 million to $200 million of lost revenue from the operational disruptions associated with East Palestine. Any updated thoughts on the timing of when this revenue can be recovered? I'm curious if that's something that could be driving some of the improvement in volumes and then on the two tech outages, any way you can quantify the impact you've seen from those thus far?

Ed, why don't you talk about revenue outlook and the cadence?

Sure. As service improves, and it is improving both sequentially and year-over-year. Our customers are very encouraged by that, and they're telling us that. That improvement in service is going to bring freight back to Norfolk Southern. We know our customers are very sophisticated supply chain managers and purchasers and when we're not on plan, they have to make other plans to keep their factories running. Some of our customers are going to see that value faster and as we cycle equipment faster, they're immediately going to be able to load more revenue onto Norfolk Southern. I think of markets like metals, like automotive, even though there is a strike right now, I think of that in the construction market and the aggregates market and some of the more flexible freight markets, we have to demonstrate persistent value in the form of reliable, sustainable service over a longer period of time, but we're making sure that our customers are well aware of our progress.

Yeah, with respect to the tech outages, really, the revenue impact was largely inconsequential. It was more of a service issue and a cost issue associated with the slower network and the recruits. Really, what it does for us is it reaffirms the importance in investing in the resiliency of our network so we can weather anything that comes at us.

Our next question is from the line of Jonathan Chappell with Evercore ISI. Please proceed with your question.

Thank you. Ed, Alan pointed out you've had four weeks now of volumes that have been back to the 2Q '22 levels, but it seems like you still have a lot of red traffic lights or yellow traffic lights on the freight category that you laid out in your slides. How much can we see acceleration if some of those traffic lights turn in your favor? This run rate that you've had the last four weeks seems to be kind of a catch-up and service-related, but if you get a macro tailwind behind you, what can those levels go to with the service operating at the levels that it is today?

I'm going to try to be very tight with this answer. Number one, we're really glad to see a peak season happen this year, and we're encouraged by that. Our services allow us to deliver that. This network is built for a lot more freight than we're handling right now and as our customers recognize and are able to deliver that value to their customers, we're going to be able to handle a lot more freight. I'm confident in that. The fact is, and this is the last thing I'll say on it, economic uncertainty and geopolitical uncertainty are very high right now and I think we see that in the headlines every single day and it's just something that we have to keep in mind. That's probably why some of those lights are colored the way they are right now.

Our next question is from the line of Allison Poliniak with Wells Fargo. Please proceed with your question.

Hi, good morning. I just want to go back to Intermodal and I would say the share recapture there. I know you talked about service and you talked about sort of that time to sort of regain that confidence. Is that something you're starting to see now or hear now from your customers where we could see that start to accelerate in the next few months despite what's going on in the overall macro Intermodal market? Just any thoughts there on your opportunities set for that?

Well, you're right. We are seeing volume come back and I can't say enough about the quality of the customers that we have in our portfolio. We're very lucky to have our customers. They are certainly best in class. They're out on the street everyday converting freight from the highway to Norfolk Southern and it's because we're able to offer value that they can demonstrate to those customers. So, yes, I think that we have the opportunity here to deliver additional value to our shareholders in the form of more volume, more revenue, particularly from the Intermodal market. We have a network that's really built for that.

Our next question comes from the line of Brandon Oglenski with Barclays. Please proceed with your question.

Hey, good morning and thanks for taking the question. Alan, I think in response to a question earlier, you talked about standardizing operating practices across the network as you look into next year. Maybe I'm mischaracterizing what you said, but I guess can you put that in context for us? I thought the op plan had been set. You guys had learned the changes from the train makeup rules, but maybe there's more to come.

Yeah, that's been an ongoing effort by Paul and his team to standardize the operating practices within our terminals, which allows us to drive further productivity and further capacity improvements and further service improvements. And that's just part of, you know, the PSR principles.

Our next question is from the line of Jordan Alliger with Goldman Sachs. Please proceed with your question.

Yeah, hi. Just a follow-up, with Velocity and Dwell recovering so well of late, is there a way to assess, how much of that comes from the better operations, the changes you've made there versus adding the headcount to get it closer to where you need to be? And do we think about headcount sort of flatlining from here on out, roughly? Thanks.

Yeah, Jordan, we've always said that service is a function of leadership, plan and resources. We've refreshed our leadership within operations. We've implemented a new plan and we're driving a high degree of compliance to the plan. And we're investing in resources, whether that's additional T and E employees, cross-training conductors to become engineers or investing in quality of life issues. Those are all generating results for us, and you can see that with the service metrics. You can see that with the volume metrics as well. Mark, you want to talk about overall headcount?

Yeah, the headcount certainly helps. We've augmented in a lot of our critical locations, the staffing in order to improve our fluidity there. So that's a big driver. We've invested money in locomotives, so we have more locomotives available as well. And frankly, Paul, why don't you talk a little bit about the process changes that we're making in the terminals, which really are sticky and fundamental drivers for running a scheduled railroad?

Well, you're spot on. We are seeing results from refreshing our operating leadership, resourcing up, and executing the plan in both volume train speed, and terminal dwell and as Alan highlighted, matched to our premise of running as a scheduled railroad, it's a focus on running the plan; right car, right train, right day, enforcing a high degree of compliance to the plan. Again, that is a fundamental tenant of running a scheduled railroad. It's driving that accountability. We expect to see further consistency as the year progresses. Certainly expect to see dwell continue to improve, train speed continue to improve and as we have seen these metrics quarter our velocity improve, we're going to layer on productivity initiatives as we talked, and that's going to be the focus of us in 2024. Running reliable service and layering on productivity.

Jordan, you asked about where headcount's going. Let me just put a fine point on that. I do think that our conductor training pipeline really starts to taper down here in the fourth quarter, and I'd expect that we'd probably end the year just under 600. We have enough qualified T&E here probably in the fourth quarter to start capturing meaningful growth that might be on the horizon. And it's really about balancing where those T&E are amongst our hiring locations and we want to make sure that we're not just adequately staffed, but we're at resilient levels in those critical locations. But probably, I would say the other area of headcount, we're going to need some more supervisors now as you add a lot more T&E. So that's probably the remaining pickup you'll see in some of the resilience investments that we're making in the fourth quarter is really around the area of field supervision. But in terms of overall T&E, I think we're cresting here. And now we'll be able to handle more volume and start driving productivity to also take another step up in volume absorption. So that's kind of the roadmap on T&E.

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

Thank you, operator. Alan and team, good morning. Wanted to follow up a little bit on the automotive side. You guys mentioned that there's a backlog of finished vehicles that you could move. Can you give us a sense of how many weeks you think that backlog is for you guys just in case the UAW strike drags on longer than most people would want? And then you made a comment about near shoring and how that is looking really good for you potentially down the road. Do you have any numbers from your industrial development projects? If you can compare in the prior years, that'd be great. Thank you.

Sure. And thanks for the question. This is Ed. On the automotive side, yes, there have been high shipable ground counts at a lot of places that we originate from. The strike duration is probably longer than I want it to be right now, to be honest with you. And those shipable ground counts are going to dwindle over time and we'll see where it goes. I really can't be more granular than that because of the nature of the strike, which has moved from place to place. On the industrial development side, there's over 600 projects in the pipeline right now. We've seen tremendous investment, mostly in the southeast and the Midwest, which is very beneficial for our network and for our customers. I highlighted a few of those during the prepared remarks and just to be more anecdotal about it, in September we had three new lumber shippers that either originated or started receiving traffic just that month and that's really highlighting, number one, the strength of that, what I would call non-res or manufacturing construction economy, which is, I think, higher now than it was during the entire 2000s for the U.S. Most of that is focused east of the Mississippi River, and most of that is focused again in the Midwest and the Southeast. So we think we're really well teed up, really well positioned for what I think Alan has referred to as a manufacturing super cycle in the coming decade.

Well, I certainly hope so. You mentioned 600 projects. How does that compare to, say, pre-pandemic?

Still elevated from a pre-pandemic level. The EV supply chain is really a new frontier that's out there and I think in one of our previous calls I mentioned that there's been over $70 billion invested into that, and about 30% of that is on our lines. Whether it's the Infrastructure Act, the Inflation Reduction Act, the CHIPS Act, there are a lot of compelling reasons, along with geopolitical instability and affordable and reliable energy, to make the U.S. a very compelling place to be.

Our next question is from the line of Ravi Shanker with Morgan Stanley. Please proceed with your question.

Thanks, everybody. Just to follow up, the comments on the customer preference for short-haul moves and the empty moves is pretty interesting. Do you have a sense that this is cyclical, or could this be structural given evolutions of supply chains and when the up cycle comes, are you confident that shippers will not choose to prefer faster, shorter-haul truck moves over rail moves?

Thanks for the question. On the international side, we saw those lanes suffer the most during the pandemic, where steamship lines were basically moving port to port and then allowing customers to pick it up there. That naturally is the part that has reverted back the most and I would say it's naturally reverted back the most strongly because of the capability that we have in some of those markets, like from Savannah into the Southeast, like from Charleston into the Southeast, like from Norfolk into the Midwest, and even from the Port of New York into the hinterland markets. We have a really good portfolio of intermodal services and I'll remind you that over 100 million Americans wake up every morning within 50 miles of one of our intermodal terminals. That is a compelling strength that we think is going to allow us to succeed both on the international end and the domestic side.

Yeah, look, this is a positive for us, right? This shows that we can add value into the market and even short-haul lanes where rail traditionally has not been competitive and we can do that because of our focus on productivity. We can do that because of our focus on the value of our service product. In the East, that's why we're very confident, right, that we've got a franchise that faces the fastest-growing segments of the U.S. economy.

Next question is from the line of Bascome Majors with Susquehanna. Please proceed with your question.

Mark, thanks for all the detail you gave us on the Eastern Ohio spending in the plan forward. Can you talk about, without necessarily quantifying, but the timeline of any major charges or outflows that you have a little bit of visibility into that are still ahead of you and is there a point where your ongoing spending tapers off, but the insurance and legal recoveries are still coming in, and your response to this incident shifts from a cash flow burden to a cash flow tailwind? Thank you.

Okay, Bascome. Thank you very much for that, for the question. We're certainly pleased that we're winding down the site remediation work, which obviously has been costly, as you've seen from my chart and the impact there, but I do think we've got issues that we're going to be working through for several quarters to come and it's really impossible right now, Bascome, to predict the amounts or the timing and, there could be a lot more developments that lead to additional costs, and in particular with regard to litigation matters, fines, penalties, legal fees and these could end up being material, but at the same time, we do have insurance recoveries that have started. We actually got our first cash recovery, that $25 million I cited, that we recorded in the quarter. We actually got the cash last week for that, so that's good. But I don't think that you should expect to see significant, meaningful cash recoveries from insurance in the near term. I think these things are really going to become protracted, but so it's hard to even match the timeline of those inflows with what potential future outflows might be. I think with regard to insurance in general, I think, just bear in mind, it would be reasonable to expect significant premium increases going forward as a result of an incident of this size. So hopefully that's helpful, Bascome. Thank you.

The next question is in the line of Ben Nolan with Stifel. Please proceed with your question.

Yeah, hi. I appreciate it. I wanted to go back to some of the development that you're seeing from some of your customers, and specifically, it's sort of a little bit of a mixed signal. It sounds like there's a lot of people moving forward, but then the lights are not all green. I guess I was curious, have you seen any, as a function of higher interest rates or ambiguity in the market or whatever, any of those projects that make up that $600 on your book here, have any of those shifted to the right, or is there any reason to think that maybe those aren't all full steam ahead?

Yeah, and well, let me start by reminding everybody, those lives are just for the fourth quarter, so to speak, near-term outlook. Here's what we've seen. We've seen an acceleration in projects associated with manufacturing, probably seen some tail-off or deceleration in projects associated with warehousing and I think that's a direct function of some of the pressure that's coming from interest rates out there. But, you think about whether it's aggregates, whether it's lumber, whether it's structural steel, there is a lot of pent-up demand out there to move product into these building sites. You think about any energy-intensive industry around the world, if you want to be in a place that is not only ecologically responsible, but has reliable, stable, predictable, affordable energy, and great infrastructure to connect you to the rest of the world, the U.S. is compelling. The eastern U.S. is very compelling with its customer base, and the southeast is exceptionally compelling for those.

Our final question is from the line of David Vernon with Bernstein. Please proceed with your question.

Hey, good morning, guys, and thanks for the call today. So, Mark, I wanted to go back to one of your earlier comments about sort of expecting average incrementals when volumes do turn. I'm just trying to figure out how I can get comfortable with that, thinking about costs being structurally higher and some of the mixed headwinds that Ed's pointing to in terms of both the short-haul intermodal, bringing back more international entities into the network, and seasoning some of these new intermodal services. Is that average incrementals, is that sort of the day one when volume turns, or should we be thinking about that more as the middle part of the cycle when we think about incremental margins? Thank you.

Yeah, look, I think we've had a challenging mixed environment here the past couple quarters that have been consuming a lot of the positive pricing, core pricing that Ed and his team have been capturing. At some point, that mixed headwind will reverse, it usually does. But as we think sequentially going into Q4, we're going to have some of the structural headwinds for sure, but that should be offset by the temporary costs related to the service. So I think we're kind of neutral there. And then we're not going to have the same type of fuel headwinds that we had in the third quarter. In fact, I don't think, I think it could be probably flat neutral, maybe slightly, slightly positive. So really, we're talking about volume dropping through. We have seen a nice uptick sequentially in volume, and that should drop through with those normal incrementals of call it 60% or plus. So that's the way I think about Q4 and then longer term, things should play out that way. In any given quarter, obviously, mix is playing a role and hopefully, it's not adverse going into 2024, the way it's been here these past couple few quarters.

This concludes the question and answer session. I'll now turn the call back over to Mr. Alan Shaw for closing comments.

We certainly appreciate your participation and your questions this morning. Thanks for joining.