Norfolk Southern Corporation · NYSE:NSC

Norfolk Southern — Proxy Contest (April 2016)

13 slides from Norfolk Southern's proxy contest presentation, Apr 29, 2016

  1. Slide 1: Investor Presentation April 29, 2016

    Investor Presentation April 29, 2016 1

  2. Slide 2: Forward-Looking Statements

    Certain statements in this presentation are forward-looking statements within the meaning of the safe harbor provision of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or Norfolk Southern Corporation’s (NYSE: NSC) (“Norfolk Southern,” “NS”

  3. Slide 3: Overview of Norfolk Southern

    Overview of Norfolk Southern 3 Norfolk Southern’s network interfaces with:  74% of U.S. population  66% of U.S. manufacturing  55% of total energy consumption in the U.S.  Estimated 50M+ long-haul (1) truck shipments in our service area  Extensive port access Note: (1) Over 550 miles Strong Net

  4. Slide 4: Norfolk Southern's Strategic Plan

    Norfolk Southern’s Strategic Plan 4  Since Jim Squires was named CEO in June 2015, Norfolk Southern’s Board has worked closely with management to develop the strategic plan − Robust review of customer expectations, plant-level forecasts and market expectations − Extensive evaluation by highly quali

  5. Slide 5: Driving Increased Shareholder Value

    Driving Increased Shareholder Value Increase asset utilization Optimize revenue – both pricing and volume Double-digit compound annual EPS growth Improve productivity to deliver efficient and superior service Reward shareholders with significant return of capital Operating Ratio < 70 Focus capital i

  6. Slide 6: Norfolk Southern Actions and Strategic Plan Already Showing Results

    Norfolk Southern Actions and Strategic Plan Already Showing Results 6 Norfolk Southern continues to demonstrate its ability to deliver shareholder value  Record first quarter operating ratio  Double digit earnings per share growth  Service improvements provided a solid foundation  Norfolk Southe

  7. Slide 7: Capital Deployment Strategy Balances Investment with Shareholder Returns

    Capital Deployment Strategy Balances Investment with Shareholder Returns 0 2,000 4,000 6,000 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Balanced Cash Flow (2006 through 2015) Use of Cash Flow ($ in Millions) $17.7 Billion $14.9 Billion Cash from Operations Reinvest in Existing Asset Base Inve

  8. Slide 8: Norfolk Southern's New Leadership Team

    Norfolk Southern’s New Leadership Team 8  23 years of experience at Norfolk Southern  Previously served as Chief Financial Officer, Executive Vice President Administration and Senior Vice President Law Jim Squires Chairman, President & CEO Appointed CEO in June 2015  30 years of experience at Nor

  9. Slide 9: Highly Engaged & Effective Board of Directors

    James A. Squires President & CEO Chairman of the Board Steven F. Leer Lead Independent Director Former CEO and Chairman, Arch Coal 5 11 6 4 5 7 11 8 5 11 Transportation Strategic Planning Marketing Information Technology HR and Compensation Government Relations Governance/Board Finance and Accountin

  10. Slide 10: Norfolk Southern's Board Is Focused on Driving Value for All Shareholders

    Norfolk Southern’s Board Is Focused on Driving Value for All Shareholders 10  Norfolk Southern’s Board is open to all alternatives to create shareholder value − The Board oversaw the development of Norfolk Southern’s new strategic plan that is driving significant improvement in operational and fina

  11. Slide 11: Compensation Program Aligned to Performance

    Compensation Program Aligned to Performance 11 Long-Term Incentive Awards Fixed Cash Performance Based Cash Performance Share Units (50%) • Reviewed annually and periodically adjusted based on market data, individual performance and experience, changes in position or duties or other circumstances El

  12. Slide 12: Compensation Mix & Challenging 2015 Targets Align Executive Goals with Performance Goals

    80.0% 79.6% 2014 Target 2015 Target 69.9% 68.8% 2014 Target 2015 Target $3.44 $3.64 2014 Target 2015 Target Compensation Mix & Challenging 2015 Targets Align Executive Goals with Performance Goals 12 To align executive goals with the company’s performance goals, the Board set more challenging 2015 o

  13. Slide 13: Commitment to Strong Compensation Governance Practices

    Commitment to Strong Compensation Governance Practices 13 WE DO WE DON’T DO Stock Ownership Guidelines CEO – 5 times annual salary EVPs – 3 times annual salary  Pledging or hedging of Norfolk Southern securities Clawback provisions in both annual and long-term incentives  Stock option repricing,

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