Union Pacific Conference Call Summary Company Overview - **Company**: Union Pacific (NYSE: UNP) - **Date**: December 02, 2025 - **Speakers**: Jim Vena (CEO), Jennifer Hamann (CFO), Kenny Rocker (CMO) Key Points Merger Application and Financial Position - Union Pacific is in the process of completing a merger application with Norfolk Southern, valued at **$85 billion** [9] - The company has ensured it is financially stable and operationally efficient before proceeding with the merger [3][5] - The merger is expected to enhance operational capabilities and customer service [10][12] Operational Improvements - Union Pacific has improved its decision-making culture, allowing local teams to make operational decisions [6][7] - The company has successfully reduced touch points on rail cars, leading to faster network operations and increased resiliency [7][8] - The operational metrics have shown significant improvements, including a record freight car velocity of **245 miles per day** [19] Market Dynamics and Volume Trends - The company has seen strong performance in coal and grain sectors, while facing challenges in domestic intermodal volumes, which are down **4-5%** [18][24] - Overall volumes are down **4%** quarter-to-date, with expectations for a challenging fourth quarter due to unfavorable mix and merger costs of **$30 million-$40 million** [21][24] Competitive Landscape - Union Pacific aims to enhance competition by providing faster and more efficient service, particularly in intermodal transport, which is currently underserved [61][62] - The merger is expected to create new market opportunities and improve service offerings, particularly in regions with limited competition [60][64] Pricing Strategy - The company maintains a disciplined pricing strategy, balancing the need for price increases with the importance of service quality [41][77] - Union Pacific is focused on growing its business while managing costs effectively, particularly in light of inflation pressures expected to be around **3.5-4%** [36][37] Future Outlook - Union Pacific is optimistic about its position in the market, expecting to lead the industry in operating ratio and return on invested capital by the end of 2025 [22][30] - The company is actively working on its 2026 plan, with a focus on enhancing service and operational efficiency post-merger [35][36] Additional Insights - The merger is seen as beneficial not only for Union Pacific but also for the broader U.S. economy, facilitating smoother transportation of goods across the country [13][12] - Union Pacific is committed to maintaining strong relationships with customers and partners, emphasizing collaboration over competition [67][68] Conclusion Union Pacific is strategically positioning itself for a successful merger with Norfolk Southern, focusing on operational efficiency, market expansion, and maintaining a competitive edge through improved service offerings and disciplined pricing strategies. The company remains optimistic about its future performance despite current volume challenges.

Core Viewpoint - The proposed merger between Union Pacific and Norfolk Southern is seen as potentially disruptive and unlikely to benefit shippers or carriers, according to BNSF Railway [1]. Industry Impact - The merger is pitched as a means to enhance freight movement efficiency by reducing delays and costs associated with transferring freight between railroads at congested hubs [2]. - A combined UP-NS railroad could reshape the North American rail network, which raises concerns among other Class I railroads that rely on sharing freight with competitors [3]. Customer Concerns - BNSF's executive expressed that the merger would limit competitive options for customers, particularly in carload shipping, by reducing the number of transcontinental railroads available [4]. - Analysts estimate that the merged entity would control nearly 50% of U.S. rail freight, including significant shares of container traffic (45%), automotive shipments (47%), and metals transport (56%) [5]. Customer Sentiment - BNSF noted that its customers are not advocating for the merger, suggesting a disconnect between industry consolidation and customer needs [6]. - The response to the merger will depend on the specifics of the filing with the Surface Transportation Board, which is expected in early December [7].

Core Viewpoint - The proposed $85 billion merger between Union Pacific and Norfolk Southern aims to create the first coast-to-coast rail network in the U.S., receiving overwhelming shareholder support but still requiring approval from the U.S. Surface Transportation Board [1][2]. Company Overview - Union Pacific CEO Jim Vena expressed confidence that the merger will unlock new opportunities for service, growth, and innovation, with plans to file a formal application by late November or early December [2]. - The merger is designed to connect Union Pacific's extensive Western network with Norfolk Southern's Eastern rail lines, resulting in over 50,000 miles of track across 43 states and access to major ports on both coasts [4]. Industry Impact - The merger has garnered support from the largest rail union and numerous shippers, although concerns have been raised by chemical manufacturers and competitor BNSF regarding potential negative impacts on competition and increased rates [3]. - The merger is expected to streamline the delivery of goods and raw materials nationwide by reducing delays during inter-railroad shipments [5]. Regulatory Environment - The U.S. Surface Transportation Board will conduct a thorough review of the merger, which must meet high standards established after previous industry consolidations caused significant operational issues [5]. - The merger's approval is anticipated to be influenced by the current pro-business administration, with historical context suggesting potential political dynamics affecting the board's decisions [7]. Financial Details - The merger proposal includes a cash offer of $20 billion and stock exchange terms, valuing Norfolk Southern at approximately $320 per share, with a breakup fee of $2.5 billion [8].

Core Viewpoint - The proposed merger between Union Pacific and Norfolk Southern, valued at $85 billion, is viewed negatively by Canadian railroads, including Canadian Pacific Kansas City and Canadian National, who argue it will harm the industry and reduce customer options [1][2]. Group 1: Industry Concerns - CPKC stated that the merger is "not in the public interest," "unnecessary," and would dominate rail transportation markets, limiting customer choices [2]. - CN's president emphasized that the industry does not require a merger to enhance service, advocating for more cooperation instead of consolidation [3]. - Both CPKC and CN have launched campaigns urging shippers to voice their opposition to the merger to the Surface Transportation Board (STB) [2][3]. Group 2: Regulatory Process - Union Pacific and Norfolk Southern plan to submit their merger application to the STB by early December, seeking to expedite the review process by requesting a 45-day reduction [4]. - The STB's review is anticipated to take between 17 to 22 months, with the timeline for shippers to file notices typically set for 45 days post-application submission [4]. - CPKC's CEO has called for a thorough review of the merger application, indicating that a comprehensive evaluation cannot be completed in less than 16 to 17 months [5][6].

Union Pacific Corp. (NYSE: UNP) on Thursday said third-quarter earnings were $1.79 billion on revenue of $6.24 billion. The Omaha, Nebraska-based company said per-share profit was $3.01. Adjusted earnings for costs related to its proposed transcontinental merger with Norfolk Southern (NYSE: NSC) were $3.08 per share. The results exceeded expectations of revenue of $6.23 billion and $2.99 EPS of seven analysts surveyed by Zacks Investment Research. Norfolk Southern reports earnings Thursday after the clo ...

OMAHA, Neb. (AP) — Union Pacific delivered 7% growth in its third-quarter earnings Thursday as its CEO continues to make the case for the potential benefits of acquiring one of the railroad's eastern rivals. The Omaha, Nebraska-based railroad said it earned $1.79 billion, or $3.01 per share, in the quarter. That's up from $1.67 billion, or $2.75 per share, a year ago. And without $41 million in merger costs the railroad would have made $3.08 per share but either number would have beat the Wall Street esti ...

Looking at a network map of Union Pacific and Norfolk Southern, there’s a region of significant overlap in the Midwest, a triangular nexus between Kansas City, Chicago, and St. Louis. Chemical shippers in that region with a choice between the two railroads would lose their choice and be ‘captive’ to a single railroad, which could then wield monopolistic pricing power while allowing service to degrade.The letter raises concerns about the current state of the U.S. freight rail system, which is dominated by se ...

Core Points - Union Pacific and Norfolk Southern are seeking shareholder approval for an $85 billion merger, with votes scheduled for November 14 [1][2] - Both companies' boards have unanimously approved the merger agreement announced on July 29 and are encouraging investor support [2] - The merger will result in former Norfolk Southern shareholders owning 27% of Union Pacific's outstanding shares, with the remainder held by Union Pacific shareholders [4] Company Details - The implied value of the merger consideration is $320 per Norfolk Southern share, representing a 25% premium over its 30-day average closing price as of July 16 [3] - The merger application will be filed by a deadline of January 29, 2026, and is subject to regulatory review by the Surface Transportation Board [4] Shareholder Engagement - Union Pacific and Norfolk Southern executives emphasized the importance of shareholder votes, stating that the merger cannot proceed without approval from both companies' shareholders [3]

Core Viewpoint - BNSF Railway opposes the proposed $85 billion merger between Union Pacific and Norfolk Southern, urging customers to voice their concerns to the Surface Transportation Board (STB) [1][2]. Group 1: Merger Opposition - BNSF asserts that no customers are requesting the merger, which it claims is driven by Wall Street for shareholder payouts [2]. - The company believes that the merger is unnecessary and that it can provide immediate benefits to customers while maintaining competition [2]. Group 2: Market Impact - A merger would result in Union Pacific and Norfolk Southern controlling 45% of existing freight, moving 46% of containers, and holding a 43% market share of total carload volumes [2]. - The combined companies would dominate over 50% market share in categories such as chemicals, metals, and lumber [2]. Group 3: Customer Effects - Carload and agricultural product customers would be significantly affected, facing reduced shipping options to the eastern U.S. and potentially higher rates for traffic currently interchanged with Norfolk Southern [3]. - Post-merger, some customers may still have two rail options, but many will be left with no alternative routes, creating a new generation of captive shippers [4]. Group 4: Competitive Landscape - Union Pacific's CEO defends the merger, citing previous tie-ups by companies like CSX and Canadian National Railway to enhance efficiency [4]. - Despite pressure from an activist investor, BNSF has no interest in merging with CSX as a counter to the Union Pacific-Norfolk Southern deal [5].

Group 1: Workforce and Hiring - The railroad industry is experiencing a worker shortage, particularly in critical roles such as train drivers, but Union Pacific reports no significant issues attracting talent due to competitive compensation and job appeal [2][4][5] - Union Pacific employs a diverse range of professionals, including technicians and legal staff, and has a notable percentage of veterans among its workforce, indicating a broad hiring strategy [4][5] - Average compensation for jobs at Union Pacific, including benefits, ranges from $140,000 to $150,000 per year, which is competitive compared to other industries [7] Group 2: Economic Outlook - The demand for products transported by Union Pacific remains strong, with the company moving approximately 500 different products that consumers use daily, indicating robust consumer spending [13] - Despite some sectors, like housing, showing signs of slowdown, Union Pacific's overall business volume has increased year-over-year, suggesting resilience in the economy [14] - The merger with North Fork Southern, valued at $85 billion, aims to create the first transcontinental railroad in the U.S., which is expected to enhance competitiveness and efficiency in the transportation sector [15][16][18] Group 3: Innovation and Productivity - The company emphasizes the importance of leveraging technology to maintain productivity in the face of workforce challenges, suggesting that innovation will continue to drive growth [8] - The potential merger is framed as a significant step towards creating a seamless railway transportation system in the U.S., which is currently lacking compared to other industrial nations [17]