Norfolk Southern Corporation · NYSE:NSC
Norfolk Southern — Merger or Acquisition (July 2025)
19 slides from Norfolk Southern's merger presentation, Jul 29, 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 Exhibit 99.2
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 Chief Executive Officer Union Pacific Mark George President & Chief Executive Officer Norfolk Southern Jennifer Hamann Chief Financial Officer Union Pacific Jason Zampi Chief Financial Officer Norfolk Southern
Slide 4: Transcontinental Rail Service Supports U.S. Economic Growth
Transcontinental Rail Service Supports U.S. Economic Growth Enhances U.S. Competition Better for Our Nation Better for Customers Opportunities for Employees / Labor Creates a more reliable and efficient transcontinental service option Strengthens competition with the North American truck network Enh
Slide 5: 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 6: 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 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: Transformative Scale With Balanced Financial and Business Profile
Transformative Scale With Balanced Financial and Business Profile 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 Union Pacific Norfolk Southern + Intermodal Industrial Ag
Slide 9: Transaction Overview: Targeted Close by Early 2027
Financial Terms Governance Synergies & Value Creation 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
Slide 10: Transcontinental Railroad Unlocks Significant Synergies
Transcontinental Railroad Unlocks Significant Synergies $1.75B Revenue Synergies $1.0B Cost Synergies Converts U.S. truck volumes to rail through new single-line service Unlocks rail options in markets where rail is currently less efficient by connecting ~100 ports and 10 international gateways, ena
Slide 11: Union Pacific & Norfolk Southern Together Delivering Greater Shareholder Value
Union Pacific & Norfolk Southern Together Delivering Greater Shareholder Value EPS Accretion Rapid Deleveraging Strong FCF Generation Value Creation Estimated $2.75B in synergies achieved by end of year three post close Represents >$30B of value creation Adjusted EPS1 accretive early in Year 2 High
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 review pr
Slide 13: Safety, Service & Operational Excellence = Winning Strategy
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 for the unexpected. Engage our
Slide 14: Unprecedented Merger Will Yield Unprecedented Results for All Stakeholders
Unprecedented Merger Will Yield Unprecedented Results for All Stakeholders Accelerates Scalable Growth to Deliver Enhanced Shareholder Value Drives Operational Excellence, Facilitating Better Safety and Service $2.75B of Annualized Synergies Drive >$30B of Value Creation for Shareholders Free Cash F
Slide 15: Questions
QUESTIONS AMERICA’S FIRST TRANSCONTINENTAL RAILROAD 2 NS
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