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

Download PDF
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.

40% ABOVE

NATIONAL AVERAGE PAY:

$135K–$190K, avg. $160K1

TOP 10%

TOTAL COMPENSATION:

Premium healthcare, paid leave, retirement1

13+ YEARS

AVERAGE TENURE:

3x longer than U.S. average1

$2.75 Billion in Annualized EBITDA Synergy Opportunity

The best-paid industrial careers in America stay strong — and keep getting stronger.
$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

The best-paid industrial careers in America stay strong — and keep getting stronger.
>$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

The best-paid industrial careers in America stay strong — and keep getting stronger.
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, 2025Excluding incremental transaction-related amortization.
    ‍