Mergers and Acquisitions - Union Pacific 将以 850 亿美元的现金和股票交易收购 Norfolk Southern [1] - 该交易预计将带来 25% 的溢价 [2] - 合并后的公司将创建美国第一条单线横贯大陆铁路网络 [2] - 预计交易完成时间为 2027 年初，取决于监管部门的批准 [4] - Surface Transportation Board (STB) 对大型一级铁路公司合并的批准有很高的门槛 [3] UPS Performance - UPS 股价下跌约 3% [5] - 公司未给出业绩预测，导致股价下跌 [5] - 经济不确定性影响了 UPS 的业务和预测能力 [6] - 移除最低限度豁免对公司产生了负面影响 [6] - UPS 正在重组其网络，以应对电子商务带来的增长，但电商业务利润率较低 [7] - 第二季度收益略低于预期，主要原因是国内业务的收益略有下降，成本略有上升 [8]

Norfolk Southern (NSC) came out with quarterly earnings of $3.29 per share, beating the Zacks Consensus Estimate of $3.27 per share. This compares to earnings of $3.06 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of +0.61%. A quarter ago, it was expected that this railroad would post earnings of $2.72 per share when it actually produced earnings of $2.69, delivering a surprise of -1.1%.Over the last four quarters, the company ...

Mergers and Acquisitions - Union Pacific 将以 850 亿美元收购 Norfolk Southern [1] Market Movers - Bloomberg Stock Movers 报告将报道当日的赢家和输家 [1]

Summary of Union Pacific and Norfolk Southern Merger Conference Call Industry and Companies Involved - **Industry**: Rail Transportation - **Companies**: Union Pacific Corporation (UNP) and Norfolk Southern Corporation Core Points and Arguments 1. **Historic Merger Announcement**: The merger between Union Pacific and Norfolk Southern is valued at over $250 billion, creating America's first transcontinental railroad, which is seen as a transformative moment for the companies and the nation [5][4][12] 2. **Economic Impact**: The merger aims to enhance the U.S. supply chain and transportation landscape, making freight rail transportation more cost-effective and efficient, thereby supporting U.S. economic growth [9][10][22] 3. **Operational Efficiency**: The combined network will span over 50,000 miles across 43 states, improving service reliability and reducing transit times by 24 to 48 hours for approximately 1 million carloads currently interchanged between the two companies [19][21] 4. **Environmental Benefits**: The merger is expected to reduce highway congestion and lower emissions, as one intermodal train can replace over 550 trucks on the highway and is 75% more fuel-efficient [10][11] 5. **Job Security**: All current union employees will retain their jobs post-merger, with the expectation that the combined company will create additional jobs through growth and economic development [12][14] 6. **Financial Projections**: The combined company is projected to generate $36.4 billion in revenue and $18 billion in EBITDA, with an operating ratio of 62.1%. The merger is expected to unlock $2.75 billion in annual synergies by the third year post-close [28][29][32] 7. **Shareholder Value**: Norfolk Southern shareholders will receive one share of Union Pacific stock and $88.82 in cash for each share of Norfolk Southern, representing an $85 billion headline value and a 25% premium [31][32] 8. **Capital Investment**: The combined investment in infrastructure is expected to total around $5.6 billion in 2025 to support safety and operational efficiency improvements [21][22] Additional Important Content 1. **Regulatory Approval Process**: The transaction is subject to review by the Surface Transportation Board (STB) and requires approval from both companies' shareholders. The companies are committed to a seamless integration process to avoid disruptions [38][40][41] 2. **Cultural Alignment**: Both companies emphasize their shared commitment to safety, performance, and operational excellence, which is seen as crucial for the successful integration of the two organizations [44][62] 3. **Market Competition**: The merger is positioned as a way to enhance competition not only within the rail industry but also against other transportation modes such as trucking and barging [22][23] 4. **Synergy Breakdown**: The projected $2.75 billion in synergies includes $1.75 billion from revenue growth driven by modal conversion and $1 billion from cost efficiencies through shared best practices and improved asset utilization [33][34][35] 5. **Long-term Growth Strategy**: The companies plan to leverage their combined strengths to capture market share from Canadian ports and enhance intermodal service offerings, particularly in underserved markets [110][111] This summary encapsulates the key points discussed during the conference call regarding the merger between Union Pacific and Norfolk Southern, highlighting the anticipated benefits, financial implications, and strategic goals of the combined entity.

Summary of the Conference Call on America's First Transcontinental Railroad Industry and Companies Involved - **Industry**: Rail Transportation - **Companies**: Union Pacific Corporation and Norfolk Southern Corporation Core Points and Arguments 1. **Historic Merger Announcement**: The call announced the merger between Union Pacific and Norfolk Southern, creating America's first transcontinental railroad valued at over CAD 250 billion, which is expected to generate significant value for stakeholders and the nation [5][6][14]. 2. **Economic Impact**: The merger aims to enhance the U.S. supply chain and transportation landscape, making freight rail transportation more cost-effective and efficient, thereby supporting American manufacturing and economic growth [9][12][22]. 3. **Operational Efficiency**: The combined network will reduce transit times by 24 to 48 hours for approximately 1 million carloads, improving service reliability and reducing costs for customers [20][21][78]. 4. **Environmental Benefits**: The merger is projected to remove over 550 trucks from highways per intermodal train, enhancing fuel efficiency and reducing highway congestion [11][12]. 5. **Job Security**: All union employees from both companies will retain their jobs post-merger, with the expectation of job creation due to business growth [13]. 6. **Financial Projections**: The combined company is projected to have revenues of $36.4 billion and EBITDA of approximately $18 billion, with an operating ratio of 62.1% [28]. 7. **Synergy Estimates**: The merger is expected to unlock $2.75 billion in annualized synergies by the third year post-close, with $1.75 billion from revenue growth and $1 billion from cost efficiencies [31][32]. 8. **Capital Investment**: An estimated $5.6 billion will be invested in capital improvements by 2025 to support safety and operational efficiency [21]. 9. **Regulatory Approval**: The transaction is subject to review by the Surface Transportation Board and requires approval from both companies' shareholders [36][38]. Additional Important Content 1. **Cultural Alignment**: Both companies emphasize their shared commitment to safety, performance, and operational excellence, which is crucial for a successful integration [41][42]. 2. **Technological Advancements**: The merger will leverage state-of-the-art technology from both companies to enhance safety and efficiency, improving customer experience through better shipment visibility [27]. 3. **Market Competitiveness**: The combined network will enhance competition against other transportation modes, particularly trucks, by providing a more efficient and reliable service [22][23]. 4. **Long-term Vision**: The merger is seen as a step towards reversing the trend of rail losing market share to trucks, with a focus on capturing long-haul freight business [58][115]. 5. **Integration Strategy**: The companies plan to use the review period to prepare for a seamless integration, ensuring minimal disruption to services [85][86]. This summary encapsulates the key points discussed during the conference call regarding the merger of Union Pacific and Norfolk Southern, highlighting the anticipated benefits, financial projections, and strategic plans for integration.

Transaction Overview - Union Pacific is purchasing Norfolk Southern for an implied value of $320 per share, consisting of 72% stock and 28% cash ($88.82/share)[25] - The offer represents a 25% premium to Norfolk Southern's 30-day volume-weighted average price as of July 16, 2025[25] - The implied enterprise value for Norfolk Southern is $85 billion[25] - The transaction is targeted to close by early 2027, subject to regulatory and shareholder approvals[25, 31] Financial Synergies and Value Creation - The merger is expected to generate $2.75 billion in annualized synergies within three years through new revenue and productivity opportunities[25, 26] - The combined company anticipates adjusted EPS accretion early in Year 2, with high single-digit accretion in Year 3 and beyond[25, 27] - Combined 2024 free cash flow was $7.3 billion, projected to grow to approximately $12 billion by Year 3[25, 27] - The merger is projected to create over $30 billion of value[27, 36] Combined Company Profile - The combined company will be named Union Pacific, headquartered in Omaha, NE, with a core location in Atlanta, GA[25] - The combined route will span over 50,000 miles across 43 states[18, 24] - The combined entity will have approximately 52,000 employees[24]

America's First Transcontinental Railroad Union Pacific and Norfolk Southern to Combine 1 AMERICA'S FIRST TRANSCONTINENTAL RAILROAD 7/29/2025 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 performance or results will be achieved. Forward-looking information, ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to___________ Commission File Number: 1-8339 NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 52-1188014 (State or ot ...

Exhibit 99.2 Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Income (Unaudited) | | First Six Months | | | --- | --- | --- | | | 2025 ($ in millions) | 2024 | | Cash flows from operating activities | | | | Net income | $ 1,518 | $ 790 | | Reconciliation of net income to net cash provided by operating activities: | | | | Depreciation | 692 | 672 | | Deferred income taxes | 109 | 5 | | Gains and losses on properties | (57) | (25) | | Changes in assets and liabilities affecting operati ...

on this morning, John. Good. >> Good day.Thank you Joe. >> Okay. >> Bye bye.>> Okay. We've got some breaking merger news taking place right now. I want to get straight over to Morgan Brennan, who joins us with more Morgan.>> Good morning Andrew. So we knew they were talking. Now it's official Union Pacific and Norfolk Southern striking a deal to merge to create America's first modern transcontinental railroad.Under the terms of the agreement, Union Pacific would acquire Norfolk Southern in a stock and cash ...