Combination Expected to Realize Significant Value for Union Pacific and Norfolk Southern Shareholders

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The stock and cash transaction enables both Union Pacific and Norfolk Southern shareholders to participate in the upside of the combined company’s growth opportunities and synergies.

$85 Billion

Implied Enterprise Value for Norfolk Southern

$320 Per Share1

72% Stock (1:1) & 28% Cash
Funded Through Cash & New Debt

25% Premium

Norfolk Southern’s 30-Trading
Day VWAP on 7/16/20252

$2.75 Billion in Annualized EBITDA Synergy Opportunity

$1.75 B EBITDA Revenue Synergies
  • Convert U.S. Truck Volumes
  • Unlock New Markets, Including “Watershed”
  • Further Penetrate International Markets
$1.0 B EBITDA Cost Synergies
  • Share Operating Practices & Technology
  • Enhance Asset Utilization
  • Rationalize SG&A Costs

Delivering Greater Shareholder Value

>$30 Billion

Value Creation for Shareholders

High-Single Digit

Earnings Per Share3 Accretion in Year 3+

~$12 Billion

In Free Cash Flow by Year 3

$10 Billion +

+Annual Share Repurchases by Year 3

Key Steps to Transaction Completion

Shareholder Vote
File STB Application

(Up to 6 Months)4

STB Review Process

(Expected 16 Months)

Targeted Close Early 2027
Seamless Integration
  1. Implied value for Norfolk Southern based on Union Pacific’s unaffected closing stock price on July 16, 2025.
  2. Represents the last trading day prior to press speculation that UP was pursuing a potential acquisition of NS.
  3. Excluding incremental transaction-related amortization.
  4. From prefiling notification date of July 30, 2025.
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