ADDED
The Merger Agreement provides that Union Pacific will acquire the Company in a stock-and-cash transaction whereby (a) Merger Sub 1 will be merged with and into the Company (the First Merger ), with the Company surviving the First Merger as a direct wholly owned subsidiary of Union Pacific, and (b) immediately following the First Merger, the Company will be merged with and into Merger Sub 2 (the Second Merger and together with the First Merger, the Mergers ), with Merger Sub 2 surviving the Second Merger as a direct, wholly owned subsidiary of Union Pacific.
At the effective time of the First Merger, each share of Common Stock, par value $1.00 per share, of the Company, issued and outstanding immediately prior to the effective time of the First Merger, subject to certain exclusions set forth in the Merger Agreement, will be converted into the right to receive one share of common stock, par value $2.50 per share, of Union Pacific, and $88.82 in cash without interest.
The consummation of the Mergers is subject to certain conditions, including approval by the U.S.
Additionally, if the Merger Agreement is terminated under specific circumstances, either we or Union Pacific are required to pay a termination fee of $2.5 billion.
K3 RAILROAD OPERATIONS At December 31, 2025, we operated approximately 19,100 route miles in 22 states and the District of Columbia.
REMOVED
In addition, the following documents are available on our website and in print to any shareholder who requests them: Norfolk Southern Corporation Bylaws Charters of the Committees of the Board of Directors Corporate Governance Guidelines Categorical Independence Standards The Thoroughbred Code of Ethics Code of Ethical Conduct for Senior Financial Officers K3 RAILROAD OPERATIONS At December 31, 2024, we operated approximately 19,200 route miles in 22 states and the District of Columbia.
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.
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, Virginia Passenger Rail Authority (VPRA), and Michigan Department of Transportation.
The following table sets forth certain statistics relating to our operations for the past five years: Years ended December 31, 2024 2023 2022 2021 2020 Revenue ton miles (billions) 178 176 179 178 164 Revenue per thousand revenue ton miles $ 68.09 $ 69.05 $ 71.35 $ 62.56 $ 59.67 Revenue ton miles (thousands) per railroad employee 8,846 8,719 9,513 9,694 8,191 Ratio of railway operating expenses to railway operating revenues (railway operating ratio) 66.4% 76.5% 62.3% 60.1% 69.3% RAILWAY OPERATING REVENUES Total railway operating revenues were $12.1 billion in 2024.
K5 In 2024, we handled 2.3 million merchandise carloads, which accounted for 62% of our total railway operating revenues.