NORFOLK SOUTHERN (NSC) Company Report

Norfolk Southern and Union Pacific submitted a nearly 7,000-page merger application to the Surface Transportation Board, following their July 29, 2025 agreement and 99% shareholder approval, to create America’s first transcontinental railroad.
The combined network will span 50,000 route miles across 43 states, eliminate an estimated 2,400 daily rail car handlings (saving 60,000 car-miles per day) and shift 2 million truckloads annually from highways to rail, reducing emissions and congestion.
All existing union jobs are guaranteed, with plans to add approximately 900 net new union jobs by year three, and the merger includes $2.1 billion of incremental capital investment and $133 million in annual capital synergies.

Dec 19, 2025, 10:00 PM

8-K

Union Pacific and Norfolk Southern file merger application

NSC

M&A

Submitted a roughly 7,000-page Surface Transportation Board application to merge into a transcontinental railroad, targeting enhanced safety, service, and operational excellence.
Projected annual volume growth of 1.4 million intermodal loads and 425,000 carloads, with about 75% of that growth converting freight from truck to rail.
Expect up to $2 billion in net revenue EBITDA synergies by year three, $1 billion in cost synergies, and $2.1 billion of merger-related capital expenditures, with $133 million in annual capex synergies.
Introduced Committed Gateway Pricing to enhance rail competition and preserve interline options, alongside commitments to gateway reporting and voluntary dispute resolution.

Dec 19, 2025, 1:45 PM

Transcript

Union Pacific and Norfolk Southern file merger application

NSC

M&A

Union Pacific and Norfolk Southern submitted a 7,000-page merger application to the Surface Transportation Board on December 19, 2025, aiming to create the first U.S. transcontinental railroad with seamless single-line coast-to-coast service.
The combination is projected to deliver up to $2 billion in net revenue EBITDA synergies by the end of year three, alongside ~$1 billion in cost synergies, $2.1 billion of incremental integration capex, and annual capex synergies of $133 million.
Operational enhancements include removing 2 million truckloads off highways annually, reducing 2,400 daily railcar handlings and 60,000 car miles per day, and leveraging rail’s safety advantage (15× safer than trucking) to improve reliability.
The merger targets volume growth by converting 75% of new freight from highways and expects to create ~900 net new union jobs by the end of year three, with an average pay package of $160,000 (40% above the national industrial average).
The filing, backed by 2,000+ stakeholders (including 500+ shippers, 800 public officials, and 700 rail industry groups) and 99% shareholder approval, will enter a 30-day STB acceptance review followed by a full 2026 review process.

Dec 19, 2025, 1:45 PM

Transcript

Union Pacific and Norfolk Southern file merger application

NSC

M&A

Union Pacific and Norfolk Southern filed a 7,000-page merger application with the Surface Transportation Board on December 19, 2025, proposing the creation of a transcontinental single-line railroad.
The combined network aims to boost capacity and efficiency by removing 2,400 daily handlings, saving 60,000 car miles per day, and diverting over 2 million truckloads from highways.
Analysts forecast the merger will generate 1.4 million additional annual intermodal loads and 425,000 carloads, including the conversion of 105,000 truck carloads, and open 84,000 new county-to-county lanes.
Integration plans include $2.1 billion of merger-related capital investments—approximately $500 million each for mainline capacity and terminal expansions—and phased operational and IT cutovers to maintain service quality.
Financial projections expect up to $2 billion in net EBITDA synergies by year three, $1 billion in cost savings, and $133 million in annual capital synergies, funded through retained cash flow and balanced capital allocation.

Dec 19, 2025, 1:45 PM

Transcript

Union Pacific to Acquire Norfolk Southern

NSC

M&A

Union Pacific will acquire Norfolk Southern, forming America’s first transcontinental railroad, subject to regulatory approvals and customary closing conditions.
Transaction is expected to deliver up to $2.0 billion in net revenue EBITDA synergies, $1.0 billion in cost synergies, $2.1 billion in one-time integration capital, and $12 billion+ annual FCF by Year 3.
The combined network will convert 10,000 existing lanes to single-line service, driving 1.4 million annual intermodal loads and 425,000 annual carload growth.
In 2025, the companies plan $5.6 billion of combined capital investments, including $2.1 billion dedicated to integration projects.
The merger will support modal shift of 2 million truckloads to rail and create approximately 900 net new union jobs.

Dec 19, 2025, 1:45 PM

Presentation

Norfolk Southern shareholders approve merger with Union Pacific

NSC

M&A

Proxy Vote Outcomes

Shareholders approved the merger with Union Pacific by nearly 99% of votes cast.
Under the agreement, each Norfolk Southern share will be exchanged for 1.0 Union Pacific share plus $88.82 in cash.
The transaction is expected to close by early 2027, pending Surface Transportation Board review and customary closing conditions.
A non-binding advisory vote on merger-related executive compensation passed with 152.7 million votes for versus 11.2 million against.

Nov 17, 2025, 1:00 PM

8-K

Norfolk Southern shareholders approve merger with Union Pacific

NSC

M&A

Proxy Vote Outcomes

Shareholders voted with nearly 99% support to approve the transaction at a Special Meeting.
Under the agreement, each NSC share will convert into 1.0 Union Pacific share plus $88.82 in cash.
The merger is slated to close early 2027, subject to Surface Transportation Board review and customary closing conditions.
The combined network aims to create America’s first coast-to-coast railroad, preserve union jobs, improve safety and offer faster transit times.

Nov 14, 2025, 2:20 PM

Press Release

Norfolk Southern reaches collective bargaining agreement with Brotherhood of Railroad Signalmen

NSC

Norfolk Southern finalized a five-year collective bargaining agreement with the Brotherhood of Railroad Signalmen, marking ratification with 12 of its 13 unions and one pending ratification.
The agreement covers approximately 970 signal employees and includes an 18.8% compounded wage increase over five years.
Team members will receive more paid vacation earlier, enhanced health care and welfare benefits, and local work-rule improvements such as improved travel-expense reimbursement and flexible scheduling.
Norfolk Southern emphasizes that completing its full slate of ratified union contracts underscores its commitment to workforce stability and future collaboration.

Nov 11, 2025, 2:01 PM

Press Release

Norfolk Southern to merge with Union Pacific in two-step transaction

NSC

M&A

Proxy Vote Outcomes

Norfolk Southern entered into a merger agreement with Union Pacific on July 28, 2025, providing for a two-step merger that will make NSC a direct, wholly owned subsidiary of UP.
A Form S-4 Registration Statement was declared effective on September 30, 2025, and the joint proxy statement/prospectus was mailed to shareholders on or about October 10, 2025; special meetings to vote on the merger are scheduled for November 14, 2025.
Supplemental disclosures outline fairness analyses by Morgan Stanley and BofA, including EV/NTM Adj. EBITDA multiples and broker price targets for Norfolk Southern ($174–$300, median $278) and Union Pacific ($202–$275, median $262).
Document includes a cautionary note on forward-looking statements and instructions on where to access the definitive proxy and registration materials.

Nov 6, 2025, 10:00 PM

8-K

Norfolk Southern reports Q3 2025 earnings and operational update

NSC

Earnings

Revenue rose 2% YoY to $3.1 billion, driven by a 6% increase in merchandise volumes, with automotive up 18%, while intermodal and coal declined.
Adjusted EPS reached $3.30, slightly above estimates, supported by operational improvements and cost-cutting initiatives.
Operating ratio improved to 63.3% YoY, but the GAAP ratio in the SEC 10-Q increased to 64.6% due to higher expenses and absence of prior year line-sale gains.
Record fuel efficiency enabled raising the three-year cost reduction target from $550 million to $600 million, with $292 million achieved in 2024.

Oct 24, 2025, 12:50 AM

WSJ

Earnings Transcripts

Quarterly earnings call transcripts for NORFOLK SOUTHERN.

Q3 2025

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Q1 2025

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