Union Pacific – Norfolk Southern Transcontinental Merger Fast Facts

Union Pacific – Norfolk Southern Transcontinental Merger Fast Facts

Union Pacific – Norfolk Southern Transcontinental Merger Fast Facts

The updated merger application is the first rail merger to use 100% traffic files versus a carload waybill sample, making it the most thorough assessment of market and operational impacts in history.

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STB REQUESTS PROVIDED IN THE AMENDED APPLICATION

  • Forward Looking Market Share
  • Commitment not to control the Terminal Railroad Association of St. Louis (TRRA)
  • Merger Agreement Appendices & Disclosure Schedules

BENEFITS TO AMERICA

  • Removes ~2.1 million truckloads from U.S. highways annually
  • Shifting freight from higher-cost trucks to lowercost rail will save shippers an estimated $3.5 billion annually – savings expected to flow through to consumer prices
  • Rail produces up to 75% less carbon emissions than trucks
  • Reduces nearly 3.8 million metric tons of carbon dioxide emissions annually

BENEFITS TO CUSTOMERS

  • Transforms 10,000 existing lanes from interline to single-line service
  • Creates 88,000 new county to county lanes where shippers will have access to single-line rail service for the first time
  • Six new manifest trains and other transportation plan changes eliminate car handlings and route miles
    – Adds 403,000 annual manifest, bulk and auto carloads
  • Seven new intermodal lanes with seven day a week service, with a new lane connecting Northern California and the Southeast
    – Adds 1.5 million annual intermodal container loads
  • Only five customer locations out of more than 20,000 will go from 2 rail carriers to 1; all locations, including any later identified, will be provided a second rail option
  • Keeps open all existing gateways for eligible traffic on commercially reasonable terms
  • Committed Gateway Pricing extends merger benefits to solely-served BNSF and CSX customers

BENEFITS TO EMPLOYEES

  • Unprecedented jobs-for-life guarantee – every employee with a union job at the time of the merger will continue to have one
  • Merger creates ~1,200 net new union jobs by Year 3 to handle new business, up from 900 in the original application
  • Average annual compensation and benefit package for rail workers of $160,000; 40% above the national industrial average

BENEFITS TO SHAREHOLDERS

  • Revenue growth of ~$4.1 billion annually by Year 3
  • Up to $1.8 billion annual net revenue EBITDA synergies by Year 3
  • Annual cost synergies of nearly $1 billion by Year 3
  • One time integration capital of ~$2 billion
  • Capacity improvements totaling ~$900 million
  • Technology integration and other investments totaling ~$1.1 billion
  • Annual capital savings of ~$133 million by Year 3
  • Annual free cash flow* grows to $11.8+ billion by Year 3
  • Long-term Debt / EBITDA of ~2.8x achieved by Year 2
  • Resume share repurchases in Year 2, growing to $10B+ annually by Year 3

*Calculated as Cash from Operating less Cash from Investing

THE GREAT CONNECTION Regularly updated information about the merger can be found at AmericasGreatConnection.com .
Please review Union Pacific’s
cautionary note regarding forward-looking statements.