Norfolk Southern Corporation · NYSE:NSC
Norfolk Southern — Merger or Acquisition (August 2025)
19 slides from Norfolk Southern's merger presentation, Aug 7, 2025
Slide 1: America's First Transcontinental Railroad: Union Pacific and Norfolk Southern to Combine
America’s First Transcontinental Railroad Union Pacific and Norfolk Southern to Combine 7/29/2025 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMP
Slide 2: We Must Operate As Separate and Independent Companies: Antitrust Guidance for Employees
Union Pacific must continue to compete vigorously as if there was no pending transaction. Continue to pursue, maintain, and grow business relationships with shippers and suppliers as well as strong interline partnerships with other railroads, including other Class 1 railroads. Do not meet or negotia
Slide 3: Transcontinental Rail Service Supports U.S. Economic Growth
Transcontinental Rail Service Supports U.S. Economic Growth Creates a more reliable and efficient transcontinental service option Strengthens competition with North American truck network Enhances competitiveness to bring back U.S. freight and jobs Advances America’s domestic manufacturing and econo
Slide 4: Unleashing the Power of U.S. Rail
Unleashing the Power of U.S. Rail Transcontinental railroad spans over 50,000 miles across 43 states Opens new U.S. markets for customers Serves 10 international gateways with Mexico & Canada Operates from ~100 ports Offering single-line service, saving 24 – 48 hours transit Combined 2025 Capital In
Slide 5: Enhancing Competition & Supporting Growth
Enhancing Competition & Supporting Growth Creation of New Single-Line Routes Provides Greater Efficiency and Benefits All Stakeholders Connects U.S manufacturing to the world Unlocks Mississippi River “Watershed” options Major Ports & International Gateways Single Line Service & New Markets Union Pa
Slide 6: America's First Transcontinental Railroad
“This combination is transformational, enhancing the best freight transportation system in the world – it's a win for the American economy, it's a win for our customers, and it’s a win for our people.” Jim Vena – CEO, Union Pacific. America’s First Transcontinental Railroad FOR AMERICA FOR SAFETY FO
Slide 7: A Winning Combination For Customers
A Winning Combination For Customers Increased Service Offerings Improved Service Product Tech-Enabled Customer Experience Single-Line Service Addresses Underserved Areas, like Ohio Valley and Mississippi River “Watershed” Enhanced Competition Faster Transit Times Increased Reliability Improved Custo
Slide 8: For America
Enhances the competitiveness of U.S. freight. Compete more effectively with Canadian railroads to win back U.S. freight volume and American jobs. Strengthens our nation and economy. Unlocks rail options for shippers in regions where railroad connections are less efficient. Creates a more accessible,
Slide 9: For Safety
Safety is the top priority. Focus will remain on ensuring every employee goes home safe to their families and protecting the communities where we operate. Improve safety through technology. Combined proven technologies will further advance the ability to predict in-train forces and quickly assess po
Slide 10: For Service
Customers will benefit from seamless, single-line service across the country. Improved transit times Elimination of car touches and interchanges points Enhance the rail experience and ease of doing business. Receive single-line rate quotes Utilize one system to track freight Enable real-time decisio
Slide 11: For Our Workforce
Expand opportunities for our employees. Expect the combination will lead to job growth and intend to preserve union jobs. Expected rail volume growth will drive additional employment opportunities. Non-union workers will have opportunities to grow as part of a larger, combined enterprise. Preserve t
Slide 12: Committed to our Hometowns
Committed to our Hometowns Combined company will be headquartered in Omaha, Nebraska, and Atlanta will remain a core location for the combined organization. Invested in safe, resilient, and vibrant communities. Invested a combined $300 million in philanthropic giving from 2020 - 2025, supporting wor
Slide 13: For Our Shareholders
For Our Shareholders EPS Accretion Adjusted EPS accretive early in Year 2 High single digits accretion Year 3+ Rapid Deleveraging Debt / EBITDA at close of ~3.3x; reduced to ~2.8x by Year 2 Strong FCF Generation Annual free cash flow growing to ~$12B by Year 3 Balanced Capital Allocation Policy – in
Slide 14: Key Steps to Transaction Completion
Key Steps to Transaction Completion Transaction subject to obtaining Surface Transportation Board (“STB”) approval and other applicable regulatory authorities Up to 6 months to file STB application; 16-month review process Transaction subject to approval by Union Pacific and Norfolk Southern shareho
Slide 15: Our Mission Remains Unchanged: Safety, Service & Operational Excellence
Our Mission Remains Unchanged: Safety, Service & Operational Excellence = Winning Strategy SAFETY SERVICE ASSET UTILIZATION COST CONTROL PEOPLE Be the best at safety. Deliver the service we sold our customers. Drive decision-making to those closest to the work. Spend resources wisely, with a buffer
Slide 16: No Offer or Solicitation; Non-GAAP Measures
No Offer or Solicitation This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction i
Slide 17: Cautionary Note Regarding Forward Looking Statements
Cautionary Note Regarding Forward Looking Statements Certain statements in this communication 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 future fi
Slide 18: Additional Information About the Transaction and Where to Find it
Additional Information About the Transaction and Where to Find it In connection with the Transaction, Union Pacific intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to the shares of Union Pacific’s common s
Slide 19: Participants in the Solicitation
Participants in the Solicitation Union Pacific, Norfolk Southern and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Norfolk Southern and Union Pacific in connection with the Transaction under the r
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