Norfolk Southern acquisition history

Norfolk Southern and CSX Corporation agreed on April 8, 1997 to jointly acquire Conrail Inc., the holding company for Consolidated Rail Corporation, then the dominant freight railroad in the Northeast operating roughly 10,800 route-miles. On May 23, 1997 the two companies completed a joint tender offer for Conrail's outstanding stock and placed the shares in a voting trust pending regulatory review; Conrail was merged with an acquisition vehicle (Green Merger Corp.) into Green Acquisition Corp., an entity jointly owned by NS and CSX. The Surface Transportation Board approved the control application in 1998 (written decision effective August 22, 1998), and NS and CSX began operating their respective allocated portions of Conrail's system on the agreed Closing Date of June 1, 1999. NS took a 58% economic and 50% voting interest and operated the routes and assets allocated to Conrail's Pennsylvania Lines LLC subsidiary. Approximately $5.9 billion (NS's 58% economic interest; ~$5.74 billion cash invested in 1997, carried at $5,888 million at year-end 1997) out of the roughly $10 billion joint acquisition by NS and CSX.

NS and CSX, through a jointly owned entity, completed the acquisition of tendered Conrail stock which they placed in a voting trust pending the issuance and effectiveness of the Surface Transportation Board's written decision approving their joint application to control Conrail. NS has a 58% economic and 50% voting interest in the jointly owned entity, and CSX has the remainder.Norfolk Southern Corporation — FY1998 Form 10-K405, Note 2 (Joint Acquisition of Conrail)

Norfolk Southern, through its subsidiary The Alabama Great Southern Railroad Company, formed a joint venture with Kansas City Southern to own and improve the rail line between Meridian, Mississippi and Shreveport, Louisiana — the 'Meridian Speedway,' part of the Dallas-to-Meridian corridor. Under the transaction agreement dated December 1, 2005 (completed May 1, 2006), NS contributed $300 million in cash for a 30% equity interest while KCS contributed the line's assets for a 70% interest. NS's investment was earmarked for capacity-expanding capital improvements, capital maintenance, and reimbursement of certain prior KCS capital spending on the line. The JV is governed by a management committee of KCS and NS representatives. $300 million cash contributed for a 30% equity interest.

NS will contribute $300 million in cash in exchange for a 30% equity interest and KCS will contribute the assets comprising the JV Line in exchange for a 70% equity interest.Norfolk Southern Corporation — Form 8-K dated December 1, 2005 (Item 1.01)

Norfolk Southern Railway completed the formation of the Pan Am Southern LLC joint venture with Pan Am Railways, Inc. and its subsidiaries Boston and Maine Corporation and Springfield Terminal Railway Company. Pan Am contributed a 155-mile main line between Mechanicville, N.Y. and Ayer, Mass., plus roughly 281 miles of secondary and branch lines (with trackage rights) across New York, Connecticut, Massachusetts, New Hampshire and Vermont; NSR contributed $140 million in cash and other property, of which $87.5 million was to be invested over three years in capital improvements such as track, signal and terminal upgrades. Each party holds a 50% equity interest, and the JV is overseen by management, capital-project and joint-operating committees with equal NSR and Boston and Maine representation. (Separately, in 2022 CSX — not Norfolk Southern — acquired Pan Am Systems, the parent of Pan Am Railways.). $140 million in cash and other property contributed for a 50% equity interest ($87.5 million earmarked for capital improvements over three years).

Norfolk Southern Railway Company completed the formation of its previously-announced joint venture with Pan Am Railways, Inc. ... providing for the formation of Pan Am Southern LLC, a newly formed railroad company in which each of Pan Am (through its B&M subsidiary) and NSR have a 50% equity interest.Norfolk Southern Corporation — Form 8-K dated April 9, 2009 (Item 1.01)

Norfolk Southern completed the acquisition of 282 miles of the Delaware and Hudson Railway Co. (D&H) line between Sunbury, Pennsylvania and Schenectady, New York for $215 million. The line — part of the D&H, a Canadian Pacific subsidiary — gave NS single-line routes from Chicago and the southeastern United States to Albany, New York, and to its intermodal terminals in Scranton, Pennsylvania and Mechanicville, New York, and provided an enhanced connection to its Pan Am Southern LLC joint venture serving New England. NS had previously provided service over these lines via trackage rights and haulage agreements. As part of the transaction NS hired, trained and qualified 152 former D&H employees. The purchase price comprised land ($49 million), roadway including bridges, tunnels, grading, rail, cross ties and other track material ($162 million), and other property. $215 million (land $49M; roadway/track $162M; other property ~$4M).

On September 18, 2015, we completed the acquisition of 282 miles of the Delaware and Hudson Railway Co. (D&H) line between Sunbury, Pennsylvania and Schenectady, New York, for $215 million.Norfolk Southern Corporation — FY2015 Form 10-K

Norfolk Southern's operating subsidiary Norfolk Southern Railway Company, through The Cincinnati, New Orleans and Texas Pacific Railway Company (CNO&TP), agreed to acquire substantially all of the assets of the Cincinnati Southern Railway (CSR) — an approximately 337-mile line running from Cincinnati, Ohio to Chattanooga, Tennessee — under an Asset Purchase and Sale Agreement executed November 17-21, 2022. The line was owned by the City of Cincinnati and had been operated by NS's CNO&TP subsidiary under a lease dating to 1881 (then set to expire in 2026). The purchase gives NS ownership of roughly 9,500 acres of land under infrastructure it already maintained and secures one of the highest-density segments of its network — as many as 30 trains a day — in perpetuity, eliminating future lease-cost uncertainty. The transaction closed on March 15, 2024 for approximately $1.62 billion in cash to the City (about $1.7 billion recorded including costs), after approval by Cincinnati voters (November 2023) and the U.S. Surface Transportation Board. The City established an infrastructure trust fund with the proceeds. Approximately $1.62 billion cash consideration to the City of Cincinnati (recorded at approximately $1.7 billion including transaction costs).

The Cincinnati Southern Railway is a critical artery linking the Midwest and the Southeast and plays an important role in our powerful network that serves more than half the U.S. population. This agreement sets the framework for Norfolk Southern to own a core line in our network in perpetuity, allowing us to advance our strategic objectives of improving service, enhancing productivity, and creating an even stronger platform for accelerated growth, all while eliminating uncertainty around future control of the line and lease costs.Alan H. Shaw — President and Chief Executive Officer, Norfolk Southern