Norfolk Southern Corporation · NYSE:NSC
Norfolk Southern — Q2 2025 Earnings Presentation
19 slides from Norfolk Southern's earnings presentation, Jul 29, 2025
Slide 1: America’s First Transcontinental Railroad
America’s First Transcontinental Railroad Union Pacific and Norfolk Southern to Combine 1 7/29/2025 AMERICA’S FIRST TRANSCONTINENTAL RAILROAD
Slide 2: Cautionary Information
Cautionary Information This presentation and related materials contain statements that are forward looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times that, or by which, such
Slide 3: Today’s Presenters
Today’s Presenters Jim Vena Jennifer Hamann Mark George Jason Zampi Chief Executive Officer Chief Financial Officer President & Chief Financial Officer Union Pacific Union Pacific Chief Executive Officer Norfolk Southern Norfolk Southern 3 AMERICA’S FIRST TRANSCONTINENTAL RAILROAD
Slide 4: Transcontinental Rail Service Supports U.S. Economic Growth
Transcontinental Rail Service Supports U.S. Economic Growth • Advances America’s domestic manufacturing and economic growth Better for • Fortifies national defense Our Nation • Reduces highway maintenance costs for American taxpayers • Unites two strong safety cultures who are committed to improve •
Slide 5: Unleashing the Power of U.S. Rail
Unleashing the Power of U.S. Rail Seattle Eastport • Transcontinental railroad Portland Duluth/Superior spans over 50,000 miles across 43 states Twin Cities Buffalo Milwaukee Detroit New York City • Opens new U.S. markets Chicago for customers Philadelphia Omaha Salt Lake City Columbus • Serves 10 i
Slide 6: Enhancing Competition & Supporting Growth
Enhancing Competition & Supporting Growth Creation of New Single-Line Routes Provides Greater Efficiency and Benefits All Stakeholders Single Line Service & New Markets Major Ports & International Gateways Union Pacific Union Pacific Norfolk Southern Norfolk Southern 1-2 day faster cross-country sol
Slide 7: A Winning Combination For Customers
A Winning Combination For Customers Increased Service Improved Service Tech-Enabled Offerings Product Customer Experience • Single-Line Service • Faster Transit Times • Streamlined Ease of Doing Business • Addresses Underserved • Increased Reliability Areas, like Ohio Valley • Advanced Customer and
Slide 8: Transformative Scale With Balanced Financial and Business Profile
Transformative Scale With Balanced Financial and Business Profile 2024 Results Union Pacific Norfolk Southern + * Revenue $24.3 B $12.1 B $36.4 B Operating Ratio 59.9% 66.4% 62.1% EBITDA $12.5 B $5.5 B $18.0 B Route Miles 32,880 19,200 > 50,000 Employees 32,400 19,600 ~ 52,000 Business Mix 27% 40% 2
Slide 9: Transaction Overview: Targeted Close by Early 2027
Transaction Overview: Targeted Close by Early 2027 • Purchasing Norfolk Southern for an implied value of $320 per share; 72% stock (1:1 share) and 28% cash ($88.82/share) funded through cash on hand and new debt • Premium of 25.0% to Norfolk Southern’s 30-trading day volume weighted average price on
Slide 10: Transcontinental Railroad Unlocks Significant Synergies
Transcontinental Railroad Unlocks Significant Synergies • Converts U.S. truck volumes to rail through new single- line service $1.75B • Unlocks rail options in markets where rail is currently less efficient by connecting ~100 ports and 10 international Revenue Synergies gateways, enabling more effic
Slide 11: Union Pacific & Norfolk Southern Together Delivering Greater Shareholder Value
Union Pacific & Norfolk Southern Together Delivering Greater Shareholder Value • Estimated $2.75B in synergies achieved by end of Strong and Growing Free Value year three post close Creation Cash Flow Generation • Represents >$30B of value creation ($ in Billions) EPS • Adjusted EPS1 accretive early
Slide 12: Key Steps to Transaction Completion
Key Steps to Transaction Completion • Transaction subject to obtaining Surface Transportation Board (“STB”) approval and other applicable regulatory authorities • Transaction subject to approval by Union Pacific and Norfolk Southern shareholders • Up to 6 months to file STB application; 16-month rev
Slide 13: Safety, Service & Operational Excellence = Winning Strategy
Safety, Service & Operational Excellence = Winning Strategy ASSET SAFETY SERVICE COST CONTROL PEOPLE UTILIZATION Spend resources wisely, Be the best Deliver the service we sold Drive decision-making to Engage our teams and with a buffer for the at safety. our customers. those closest to the work. st
Slide 14: Unprecedented Merger Will Yield Unprecedented Results for All Stakeholders
Unprecedented Merger Will Yield Unprecedented Results for All Stakeholders Unites the Nation and Connects Businesses, Drives Operational Excellence, Facilitating Consumers and Communities Preserving All Better Safety and Service Craft Jobs Enhances Competition and Drives Economic $2.75B of Annualize
Slide 15: Questions
QUESTIONS 15 AMERICA’S FIRST TRANSCONTINENTAL RAILROAD
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