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]

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 combined company anticipates $2.75 billion in annualized synergies within three years through new revenue and productivity opportunities[25, 26] - The merger is expected to be adjusted EPS accretive early in Year 2, with high single-digit accretion in Year 3+[25] - Combined 2024 free cash flow is $7.3 billion, projected to grow to approximately $12 billion by Year 3[25] - The combined company's debt to EBITDA ratio is estimated at ~3.3x at close, reduced to ~2.8x by Year 2[25] 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 company will have approximately 52,000 employees[24]

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 ...

Union Pacific and Norfolk Southern announce plans to merge in a deal that would create America's first transcontinental freight railroadhttps://t.co/RurTn5w4n2 ...

Union Pacific and Norfolk Southern announce plans to merge in a deal that would create America's first transcontinental freight railroadhttps://t.co/ADImmFTxOX ...

Breaking: Union Pacific agreed to buy Norfolk Southern for $85 billion, creating the first company to control coast-to-coast rail shipments in U.S. history https://t.co/9Uu5NBiKNi ...

Core Viewpoint - Union Pacific Railroad Company plans to acquire Norfolk Southern Railway Company for $320 per share in cash and stock [1] Company Summary - The acquisition proposal involves a combination of cash and stock, indicating a strategic move to consolidate operations within the railway industry [1] - The offer price of $320 per share reflects a significant valuation for Norfolk Southern, suggesting confidence in the future performance of the combined entity [1] Industry Summary - This acquisition highlights ongoing consolidation trends within the North American railway sector, as companies seek to enhance operational efficiencies and market reach [1] - The deal could potentially reshape competitive dynamics in the railway industry, impacting service offerings and pricing strategies [1]

Mergers and Acquisitions - Union Pacific 同意以现金加股票的方式收购 Norfolk Southern，交易价值 850 亿美元 [1] - 这笔交易将打造一个横贯大陆的铁路巨头，成为该行业有史以来最大的交易 [1]