Q2 2025 Norfolk Southern Corp Earnings Call

July 29, 2025

Operator: Good morning, ladies and gentlemen, and welcome to the call to discuss America's first transcontinental railroad. At this time, note that all participant lines are in a listen-only mode. Following the presentation, we will conduct a question and answer session. In fact, anytime during this call, if you require immediate assistance, please press star zero for the operator. I would like to turn the conference over to Luke Nichols, please. Go ahead.

Unknown Executive: America's First Transcontinental Railroad. At this time, note that all participant lines are in a listen-only mode.

Unknown Executive: Following the presentation, we will conduct a question-and-answer session. And if at any time during this call you require immediate assistance, please press star zero for the operator.

Luke Nichols: And I would like to turn the conference over to Luke Nichols. Please go ahead.

Jim Vena: Good morning. Please note that during today's call we will make certain forward-looking statements within the meaning of the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or future performance, which are subject to risks and uncertainties, and may differ materially from actual results. Please refer to both Norfolk Southern Corporation's and Union Pacific Corporation's annual and quarterly reports filed with the SEC for a discussion of those risks and uncertainties we view as most important. Our presentation slides are available at norfolksouthern.com in the Investors section, along with our reconciliation of any non-GAAP measures used today to the comparable GAAP measures, including adjusted or non-GAAP operating ratio. Please note that all references to our prospective operating ratio to date will be provided on an adjusted basis. A brief question and answer session will follow the formal presentation.

[Analyst 2]: Good morning. Please note that during today's call we will make certain forward-looking statements within the meaning of the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or future performance, which are subject to risks and uncertainties, and may differ materially from actual results. Please refer to both Norfolk Southern Corporation's and Union Pacific Corporation's annual and quarterly reports filed with the SEC for a discussion of those risks and uncertainties we view as most important. Our presentation slides are available at norfolksouthern.com in the Investors section, along with our reconciliation of any non-GAAP measures used today to the comparable GAAP measures, including adjusted or non-GAAP operating ratio. Please note that all references to our prospective operating ratio to date will be provided on an adjusted basis. A brief question and answer session will follow the formal presentation.

Luke Nichols: Good morning. Please note that during today's call, we will make certain forward-looking statements within the meaning of the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or future performance which are subject to risks and uncertainties and may differ materially from actual results.

Good morning, ladies and gentlemen, and welcome to the call to discuss America's first Transcontinental Railroad. At the time, note that all participant lines are in a listen-only mode. Following the presentation, we will conduct a question and answer session, and if I any time during this, call, you require immediate assistance, please press star zero for the operator. And I would like to turn the conference over to Luke Nichols. Please go ahead.

Good morning.

Please note that during today's call, we will make certain forward-looking statements within the meaning of the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995.

Luke Nichols: Please refer to both Norfolk Southern Corporation and Union Pacific Corporation's annual and quarterly reports filed with the SEC for discussion of those risks and uncertainties we view as most important.

These statements relate to future events, or future performance, which are subject to risks, and uncertainties, and may differ materially from actual results.

Luke Nichols: Our presentation slides are available at NorfolkSouthern.com in the investors section, along with our reconciliation of any non-GAAP measures used today to the comparable GAAP measures, including adjusted or non-GAAP operating ratios. Please note that all references to our prospective operating ratio to date will be provided on an adjusted basis.

Please refer to both Norfolk, Southern corporations and Union, Pacific corporations annual, and quarterly reports filed with the SEC for a discussion of those risks and uncertainties. We view as most important,

our presentation slides are available at Norfolk southern.com and the investor section along with our reconciliation of any non-gaap measures used today to the comparable gaap measures including adjusted or non-gaap operating ratio

Please note that all references to our prospective operating ratio today.

Luke Nichols: A brief question and answer session will follow the formal presentation.

Will be uh, provided on an adjusted basis.

Jim Vena: Starting the presentation on slide 3, I'll now pass the call over to Norfolk Southern President and Chief Executive Officer Mark George.

Starting the presentation on slide 3, I'll now pass the call over to Norfolk Southern President and Chief Executive Officer Mark George.

Mark George: Starting the presentation on slide three, I'll now pass the call over to Norfolk Southern President and Chief Executive Officer, Mark George. Well, good morning and thank you for joining us on today's call. As you saw from this morning's announcement, the focus of today's NS earnings call has changed.

A brief question and answer session will follow the formal presentation.

Mark George: Well, good morning and thank you for joining us on today's call. As you saw from this morning's announcement, the focus of today's NS earnings call has changed. Today is a historic day for America with the announcement of our country's first transcontinental railroad. I'm actually in Omaha, Nebraska this morning and I'm pleased to be joined by Jim Vena, Union Pacific's Chief Executive Officer. Jennifer Hamann, the CFO. Jason Zampi, Norfolk Southern's Chief Financial Officer. So let me ask Jim to start the call by laying out our vision.

Starting the presentation on slide 3. I'll now pass the call over to Norfolk Southern president and chief executive officer Mark George

Mark George: Today is a historic day for America with the announcement of our country's first transcontinental railroad. I'm actually in Omaha, Nebraska this morning and I'm pleased to be joined by Jim Venna, Union Pacific's Chief Executive Officer, Jennifer Hayman, the CFO, Jason Zampi, Norfolk Southern Chief Financial Officer. So let me ask Jim to start the call by laying out our vision.

Well, good morning, and thank you for joining us on today's call. As you saw saw from this morning's announcement, the focus of today's NS earnings call has changed.

Today is a historic day for America with the announcement of our country's first Transcontinental Railroad.

I'm actually in Omaha, Nebraska this morning and I'm pleased to be joined by Jim Vina Union. Pacific's Chief Executive Officer Jennifer Heyman, the CFO, uh, Jason zampi, Northfolk Southern Chief Financial Officer.

Jim Venna: Thank you, Mark. On behalf of the Union Pacific Board and leadership team, I am honored to be with you today to discuss our agreement to combine Union Pacific and Norfolk Southern in a combination valued at over $250 billion. This is a historic, transformative moment for our companies, our customers, and our great nation. Together, we will create America's first transcontinental railroad. With this transaction, we will generate significant value for our stakeholders and for all Americans. It builds upon President Abraham Lincoln's vision of a transcontinental railroad from nearly 165 years ago and will usher in a new era of American innovation.

Jim Vena: Thank you, Mark. On behalf of the Union Pacific board and leadership team, I am honored to be with you today to discuss our agreement to combine Union Pacific and Norfolk Southern in a combination valued at over $250 billion. This is a historic, transformative moment for our companies, our customers, and our great nation. Together, we will create America's first transcontinental railroad. With this transaction, we will generate significant value for our stakeholders and for all Americans. It builds upon President Abraham Lincoln's vision of a transcontinental railroad from nearly 165 years ago and will usher in a new era of American innovation. Union Pacific and Norfolk Southern are two of the strongest operating railroads in the US with a combined 360 years of franchise history. Generations of railroaders at both of our companies have helped build America into what it is today.

Start the call by laying out our vision. Thank you Mark.

Jim Venna: Union Pacific and Norfolk Southern are two of the strongest operating railroads in the U.S. with a combined 360 years of franchise history. Generations of railroaders at both of our companies have helped build America into what it is today, and today's railroaders will demonstrate that there is no better combined team to deliver America's first transcontinental railroad.

On behalf of the Union, Pacific board and leadership team. I am honored to be with you today to discuss our agreement to combine Union Pacific and North Polk, Southern in a combination valued at over 250 billion dollars. This is a historic transformative moment for our companies, our customers, and our great nation together. We will create America's first transcontinental railroad, with this transaction, we will generate significant value for our stakeholders and for all Americans. It builds upon President Abraham, Lincoln's vision of a Transcontinental Railroad from nearly 165 years ago and will usher in a new era of American innovation.

Jim Vena: Today's railroaders will demonstrate that there's no better combined team to deliver America's first transcontinental railroad. As you turn to slide 4, it lays out how this new seamless single-line service supports US growth. Railroads are the backbone of the US economy. We power industries, connect communities, and deliver the materials that build homes, grocery stores, factories, and cities. You name it, and the railroad likely moved it. Moving freight safely, efficiently, and affordably keeps American manufacturing competitive and neighborhoods growing. To that end, the United States has the best freight transportation system in the world. This transaction will make it even stronger. A transcontinental railroad is the right next step toward achieving that goal. Combining Union Pacific and Norfolk Southern to unite the nation from east to west transforms the US supply chain and transportation landscape.

Today's railroaders will demonstrate that there's no better combined team to deliver America's first transcontinental railroad. As you turn to slide 4, it lays out how this new seamless single-line service supports US growth. Railroads are the backbone of the US economy. We power industries, connect communities, and deliver the materials that build homes, grocery stores, factories, and cities. You name it, and the railroad likely moved it. Moving freight safely, efficiently, and affordably keeps American manufacturing competitive and neighborhoods growing. To that end, the United States has the best freight transportation system in the world. This transaction will make it even stronger. A transcontinental railroad is the right next step toward achieving that goal. Combining Union Pacific and Norfolk Southern to unite the nation from east to west transforms the US supply chain and transportation landscape.

Jim Venna: I ask you to turn to slide four. It lays out how this new, seamless, single-line service supports U.S. growth. Railroads are the backbone of the U.S. economy. We power industries, connect communities, and deliver the materials that build homes, grocery stores, factories, and cities. You name it, and the railroad likely moved it. Moving freight safely, efficiently, and affordably keeps American manufacturing competitive and neighborhoods growing. To that end, the United States has the best freight transportation system in the world, and this transaction will make it even stronger. The transcontinental railroad is the right next step toward achieving that goal.

Union Pacific in Norfolk Southern are 2 of the strongest operating railroads in the US with a combined 360 years of franchise history, generations of railroaders at both of our companies have helped build America into what it is today. And today's railroaders will demonstrate that there's no better combined team to deliver America's first Transcontinental Railroad,

Ask you to turn to slide 4. Lays out how this new seamless single line service supports us growth.

Railroads are the backbone of the US economy. We power industries, connect communities, and deliver. The materials that build homes grocery stores factories and cities.

Jim Venna: Combining Union Pacific and Norfolk Southern to unite the nation from east to west transforms the U.S. supply chain and transportation landscape. Our single-line service will create new routes and increase access across this nation, making freight rail transportation a cost-effective option for more American shippers. By eliminating interchanges, customers' products will reach their destination faster. Increased speed and reliability combined with lower freight costs per mile makes rail a more attractive option than truck. And with improved service reliability, we will lower our customers' inventory and equipment costs with reduced cycle time.

Jim Vena: Our single-line service will create new routes and increase access across this nation. Making freight rail transportation a cost-effective option for more American shippers. By eliminating interchanges, customers' products will reach their destination faster. Increase speed and reliability combined with lower freight costs per mile makes rail a more attractive option than truck. And with improved service reliability, we will lower our customers' inventory and equipment costs. With reduced cycle times, the impacts of this transaction for American communities can't be overstated. Our merger will reduce highway congestion and road maintenance burdens on American taxpayers. One intermodal train removes more than 55,050 trucks from the highway and is 75% more fuel efficient than truck. We pay to maintain our networks with focused infrastructure investment to support long-term growth and the safety of our operations.

Our single-line service will create new routes and increase access across this nation. Making freight rail transportation a cost-effective option for more American shippers. By eliminating interchanges, customers' products will reach their destination faster. Increase speed and reliability combined with lower freight costs per mile makes rail a more attractive option than truck. And with improved service reliability, we will lower our customers' inventory and equipment costs. With reduced cycle times, the impacts of this transaction for American communities can't be overstated. Our merger will reduce highway congestion and road maintenance burdens on American taxpayers. One intermodal train removes more than 55,050 trucks from the highway and is 75% more fuel efficient than truck. We pay to maintain our networks with focused infrastructure investment to support long-term growth and the safety of our operations.

You name it and the railroad likely moved it, moving Freight safely efficiently and affordably keeps American manufacturer manufacturing competitive and neighborhoods growing to that end. The United States has the best freight transportation system in the world and this transaction will make it even stronger. Your Transcontinental Railroad is the right next step toward achieving that goal, combining Union Pacific and Northfolk Southern to unite the nation from east to west transforms. The US supply chain and transportation landscape. Our single line service will create new routes and increase access across this nation, making Freight rail Transportation. A cost-effective option for more American shippers. By eliminating interchanges, customers products will reach their destination faster increase speed and reliability combined with lower freight costs. Per mile makes rail a more attractive option than truck and with improved service, reliability, we will lower our customers inventory.

Jim Venna: The impacts of this transaction for American communities can't be overstated. Our merger will reduce highway congestion and road maintenance burdens on American taxpayers. One intermodal train removes more than 550 trucks from the highway and is 75% more fuel efficient than trucks. We pay to maintain our networks with focused infrastructure investment to support long-term growth and the safety of our operations. Together, this will enhance supply chain reliability, support the industrial renaissance, and make U.S. manufacturing more competitive and accessible.

And Equipment costs with reduced cycle times.

Impacts of this transaction for American communities. Can't be overstated.

Our merger will reduce highway congestion and road maintenance burdens on American taxpayers. One intermodal train removes more than 550 trucks from the highway and is 75% more fuel efficient than a truck.

Jim Vena: Together this will enhance supply chain reliability, support the industrial renaissance, and make US manufacturing more competitive and accessible. Rail investments have a broad impact on economic development and job creation. Importantly, Union Pacific and Norfolk Southern are aligned. All of our union employees who have a job today will have jobs tomorrow in our merged company and a company that is growing its business and spurring economic development creates even more jobs. The ultimate impact of investment in our combined company infrastructure, talent, and technology will be immense for American communities and businesses nationwide. Union Pacific and Norfolk Southern are committed to finding new ways to drive growth, benefit customers, enhance rail safety, and competitiveness. I could go on and on, but I'll pause and ask Mark for his perspective on this historic transaction. Mark?

Together this will enhance supply chain reliability, support the industrial renaissance, and make US manufacturing more competitive and accessible. Rail investments have a broad impact on economic development and job creation. Importantly, Union Pacific and Norfolk Southern are aligned. All of our union employees who have a job today will have jobs tomorrow in our merged company and a company that is growing its business and spurring economic development creates even more jobs. The ultimate impact of investment in our combined company infrastructure, talent, and technology will be immense for American communities and businesses nationwide. Union Pacific and Norfolk Southern are committed to finding new ways to drive growth, benefit customers, enhance rail safety, and competitiveness. I could go on and on, but I'll pause and ask Mark for his perspective on this historic transaction. Mark?

We paid and maintained our networks with focused infrastructure investment to support long-term growth and the safety of our operations.

Jim Venna: Real investments have a broad impact on economic development and job creation. Importantly, Union Pacific and Norfolk Southern are aligned. All of our union employees who have a job today will have jobs tomorrow. in our merged company. And a company that is growing its business and spurring economic development creates even more jobs. The ultimate impact of investment in our combined company infrastructure, talent, and technology will be immense for American communities and businesses nationwide. Union Pacific and Norfolk Southern are committed to finding new ways to drive growth, benefit customers, and enhance rail safety and competitors.

Together, this will enhance supply chain, reliability support, the industrial Renaissance and make us manufacturing more competitive and accessible.

real Investments have a broad impact on economic development and job creation, importantly, Union Pacific and Northfolk Southern are aligned

All of our Union employees who have a job today.

Will have jobs tomorrow.

In our merge company and a company that is growing its business and spurring economic development creates even more jobs.

The ultimate impact of investment in our combined company, infrastructure, talent, and Technology will be immense for American communities and businesses Nationwide.

Mark George: I could go on and on, but I'll pause and ask Mark for his perspective on this historic transaction. Mark? Thanks, Jim. It is a historic day, not just for our companies, but for our industry, our country, and all of our stakeholders. This combination brings together two teams with a shared commitment to advancing our nation's economy, connecting people, strengthening our communities, and building a stronger, more competitive America. Both Norfolk Southern and Union Pacific have been an integral part of our country's growth for generations. With this transaction, we will extend Norfolk Southern's rich, nearly 200-year history alongside Union Pacific, unlocking new opportunities for our customers in our next chapter.

Mark George: Thanks, Jim. It is a historic day, not just for our companies, but for our industry, our country, and all of our stakeholders. This combination brings together two teams with a shared commitment to advancing our nation's economy, connecting people, strengthening our communities, and building a stronger, more competitive America. Both Norfolk Southern and Union Pacific have been an integral part of our country's growth for generations. With this transaction, we will extend Norfolk Southern's rich nearly 200-year history alongside Union Pacific, unlocking new opportunities for our customers. In our next chapter, we've strengthened our operations and have been disciplined in the execution of our strategy. Running an efficient network, improving processes, and driving excellence. We're championing safety and continuous improvement at every level and have fostered the discipline to continue delivering a service product that's not only competitive, it's compelling for our customers.

Union, Pacific, and Northfolk Southern are committed to finding new ways to drive growth benefit customers and enhance rail safety and competitors. I could go on and on but I'll pause and ask Mark for his prospective on the historic. Transaction Mark, thanks Jim. It is a historic day not just for our companies but for our industry, our country and all of our stakeholders

This combination brings together 2 teams with a shared commitment to advancing our nation's economy. Connecting People, strengthening our communities and building a stronger more competitive America

Mark George: We've strengthened our operations and have been disciplined in the execution of our strategy, running an efficient network, improving processes, and driving excellence. We're championing safety and continuous improvement at every level and have fostered the discipline to continue delivering a service product that's not only competitive, it's compelling for our customers. And with the leaders we have, and processes we're instilling, we are now demonstrating network resilience in the face of challenges. In these efforts, they have led us to today, a turning point for the industry that's only possible because of the Thoroughbreds team commitment, strength, and belief in our mission.

Both Northfolk Southern and Union Pacific have been an integral part of our country's growth for generations. With this transaction. We will extend Norfolk Southern's Rich, nearly 200-year history alongside Union Pacific unlocking, new opportunities for our customers in our next chapter.

We've strengthened our operations and have been disciplined in the execution of our strategy, running an efficient network, improving processes, and driving excellence.

Mark George: With the leaders we have and processes we're instilling, we are now demonstrating network resilience in the face of challenges. In these efforts, they have led us to, today, a turning point for the industry that's only possible because of the Thoroughbreds team. Commitment, strength, and belief in our mission. I'm so proud of everything we've accomplished, and I want to commend our dedicated leadership team and our whole organization for they've all done wonderful things to deliver results. By joining together with Union Pacific, this transaction will allow us to build on the momentum that we've created and to really create America's true first transcontinental railroad. Delivering more for our customers, our shareholders, our people, and the communities we call home. The ability to deliver for all our stakeholders simultaneously was central to my initial conversations with Jim.

With the leaders we have and processes we're instilling, we are now demonstrating network resilience in the face of challenges. In these efforts, they have led us to, today, a turning point for the industry that's only possible because of the Thoroughbreds team. Commitment, strength, and belief in our mission. I'm so proud of everything we've accomplished, and I want to commend our dedicated leadership team and our whole organization for they've all done wonderful things to deliver results. By joining together with Union Pacific, this transaction will allow us to build on the momentum that we've created and to really create America's true first transcontinental railroad. Delivering more for our customers, our shareholders, our people, and the communities we call home. The ability to deliver for all our stakeholders simultaneously was central to my initial conversations with Jim.

And with the leaders we have and processes. We're instilling. We are now demonstrating Network resilience in the face of challenges.

In these efforts.

Mark George: I'm so proud of everything we've accomplished, and I want to commend our dedicated leadership team and our whole organization, for they've all done wonderful things to deliver results. By joining together with Union Pacific, this transaction will allow us to build on the momentum that we've created.

They have led us to today, a turning point for the industry. That's only possible because of the Thoroughbreds' team commitment, strength, and belief in our mission.

I'm so proud of everything we've accomplished, and I want to commend our dedicated leadership team and our whole organization. For all they've done, wonderful things to deliver results.

Mark George: and to really create America's true first transcontinental railroad, delivering more for our customers, our shareholders, our people, and the communities we call home. The ability to deliver for all our stakeholders simultaneously was central to my initial conversations with Jim. We share a vision for the rail industry, where traffic grows, customers have faster, more reliable shipping, our nation's economy expands with less emissions, and importantly, our people continue to be central to our business. Not only is this an opportunity to strengthen the supply chain. but one where we can deliver something no one else can, a freight railroad that unites our nation.

By joining together with Union Pacific, this transaction will allow us to build on the momentum that we've created.

And to really create America's true first transcontinental railroad, delivering more for our customers, our shareholders, our people, and the communities we call home.

Mark George: We share a vision for the rail industry, where traffic grows, customers have faster, more reliable shipping, our nation's economy expands with less emissions, and importantly, our people continue to be central to our business. Not only is this an opportunity to strengthen the supply chain, but one where we can deliver something no one else can. A freight railroad that unites our nation. Joining our over 19,000-mile network and powerful franchise with those of Union Pacific will allow us to deliver a more effective and competitive railroad, creating compelling benefits for this iconic American industry and our workers. We will create opportunities for our employees as we grow by delivering reliable and timely service for our customers.

We share a vision for the rail industry, where traffic grows, customers have faster, more reliable shipping, our nation's economy expands with less emissions, and importantly, our people continue to be central to our business. Not only is this an opportunity to strengthen the supply chain, but one where we can deliver something no one else can. A freight railroad that unites our nation. Joining our over 19,000-mile network and powerful franchise with those of Union Pacific will allow us to deliver a more effective and competitive railroad, creating compelling benefits for this iconic American industry and our workers. We will create opportunities for our employees as we grow by delivering reliable and timely service for our customers.

the ability to deliver for all our stakeholders simultaneously with Central to my initial conversations with Jim,

we share a vision for the rail industry. Where traffic grows customers have faster more reliable, shipping, our nation's economy, expands with less emissions. And importantly, our people continue to be Central to our business,

Not only is this an opportunity to strengthen the supply chain.

Mark George: Joining our over 19,000-mile network and powerful franchise with those of Union Pacific will allow us to deliver a more effective and competitive railroad, creating compelling benefits for this iconic American industry and our workers. We will create opportunities for our employees as we grow by delivering reliable and timely service for our customers. We will build value for shareholders who will benefit from both the opportunity to participate in significant upside as holders of the combined organization. which we believe will be a must-own large-cap stock and should trade at a robust multiplier. We will unlock potential for the American economy today and well into the future.

But 1 where we can deliver something no 1 else. Can a freight railroad that unites our nation?

Joining our over 19,000 Mi Network and Powerful franchise.

With those of Union Pacific, we will deliver a more effective and competitive railroad, creating compelling benefits for the iconic American industry and our workers.

Mark George: We will build value for shareholders who will benefit from both the opportunity to participate in significant upside as holders of the combined organization, which we believe will be a must-own large-cap stock and should trade at a robust multiple. We will unlock potential for the American economy today and well into the future, and we look forward to all that we will accomplish together.

We will build value for shareholders who will benefit from both the opportunity to participate in significant upside as holders of the combined organization, which we believe will be a must-own large-cap stock and should trade at a robust multiple. We will unlock potential for the American economy today and well into the future, and we look forward to all that we will accomplish together.

We will create opportunities for our employees as we grow by delivering reliable And Timely service for our customers.

We will build value for shareholders, who will benefit from both the opportunity to participate in significant upside as holders of the combined organization.

We believe this will be a must-own, large-cap stock and should trade at a robust multiple.

Mark George: And we look forward to all that we will accomplish together.

Jim Vena: Jim, thank you, Mark. Combining our two great companies creates an impressive rail network as laid out on slide 5. The Union Pacific Norfolk Southern combined network, supported by over 52,000 railroaders, will span 50,000+ miles across 43 states, reaching nearly every corner of the United States. It connects major manufacturing centers, agricultural region, and population center. It also unlocks rail options for shippers in markets where today's rail network is currently inefficient, such as gateway operations and connecting short distance markets on both sides of the Mississippi River. Our combined network will connect 10 gateways with Mexico and Canada, as well as over 100 ports, opening strong international trade routes and supporting local and cross-border economic growth. Importantly, single-line service reduces interchange points and creates increased fluidity and optionality. It reduces strain at our gateways and interchange points, optimizes handoffs, and eliminates rubber tire interchanges.

Jim Venna: Jim. Thank you, Mark. Combining our two great companies creates an impressive rail network as laid out on slide five. The Union Pacific-Norfolk Southern Combined Network, supported by over 52,000 railroaders, will span 50,000 plus miles across 43 states, reaching nearly every corner of the United States. It connects major manufacturing centers, agricultural region, and population center. It also unlocks rail options for shippers and markets where today's rail network is currently inefficient, such as gateway operations and connecting short-distance markets on both sides of the Mississippi River. Our combined network will connect 10 gateways with Mexico and Canada, as well as over 100 ports, opening strong international trade routes and supporting local and cross-border economic growth.

We will unlock potential for the American economy today and well into the future and we look forward to all that we will accomplish together Jim. Thank you Mark.

combining our 2 great companies, creates an impressive rail network that's laid out on slide 5, the Union Pacific Northfolk Southern combined, Network supported by over 52,000 railroaders will spend

And 50,000 plus miles across 43 States reaching nearly every corner of the United States.

It connects major manufacturing centers, agricultural region and population Center. It also unlocks Rail options for shippers and markets where today's real network is currently inefficient such as Gateway operations, and connecting short distance markets on both sides of the Mississippi River.

Jim Venna: Importantly, single line service reduces interchange points and creates increased fluidity and optionality. It reduces strain at our gateways and interchange points, optimizes handoffs, and eliminates rubber tire interchanges. Today, around one million carloads interchange between our two companies. In the future, those million carloads will immediately see a 24- to 48-hour improvement in their transit time. That combination of faster service and greater market reach is powerful, making our transcontinental railroad an attractive choice for both current and future customers. Our network will be strengthened by continued capital investment. In 2025, that combined investment will total around $5.6 billion.

Our combined network will connect 10, Gateway with Mexico and Canada as well as over. A 100 ports. Opening, strong international trade routes and supporting local and cross border economic growth.

Importantly, single line service reduces interchange points and creates increased fluidity and optionality.

Jim Vena: Today, around 1 million carloads interchange between our two companies. In the future, those million carloads will immediately see a 24 to 48 hour improvement in their transit time. That combination of faster service and greater market reach is powerful, making our transcontinental railroad an attractive choice for both current and future customers. Our network will be strengthened by continued capital investment in 2025. That combined investment will total around $5.6 billion. These investments are critical to support safety, service, and operational efficiency improvements, and we're committed to continue those investments to support US economic growth going forward. Now turning to Slide 6. Ultimately, we believe this new combined network enhances competition and increases growth opportunities that are in the public interest, benefiting all stakeholders.

Today, around 1 million carloads interchange between our two companies. In the future, those million carloads will immediately see a 24 to 48 hour improvement in their transit time. That combination of faster service and greater market reach is powerful, making our transcontinental railroad an attractive choice for both current and future customers. Our network will be strengthened by continued capital investment in 2025. That combined investment will total around $5.6 billion. These investments are critical to support safety, service, and operational efficiency improvements, and we're committed to continue those investments to support US economic growth going forward. Now turning to Slide 6. Ultimately, we believe this new combined network enhances competition and increases growth opportunities that are in the public interest, benefiting all stakeholders.

It reduces strain that our gateways and interchange points, optimizes handoffs and eliminates rubber tire interchanges today.

Around 1 million carloads will interchange between our two companies in the future. Those million carloads will immediately see a 24 to 48 hour improvement in their transit time. That combination of faster service and greater market reach is powerful, making our Transcontinental Railroad an attractive choice for both current and future customers.

Jim Venna: These investments are critical to support safety, service, and operational efficiency improvements, and we're committed to continue those investments to support U.S. economic growth going forward.

Jim Venna: Now turning to slide six. Ultimately, we believe this new combined network enhances competition and increases growth opportunities that are in the public interest, benefiting all stakeholders. For us, this isn't just about winning versus the other rails, which we will, but it's also competing against other modes of transportation, whether that's barge, truck, or pipeline to name a few. It's providing a transportation product that competes for broader industrial development and supports reshoring manufacturing growth in the U.S. Our unified transcontinental offering will allow us to compete more effectively with Canadian transcontinental rails, making U.S. ports more competitive and winning back U.S.

Our network will be strengthened by continued capital investment in 2025 that combined investment will total around 5.6 billion dollars these Investments are critical to support safety service and operational efficiency improvements, and we're committed to continue those Investments to support us economic growth going forward.

Now, turning to slide 6.

Jim Vena: For us, this isn't just about winning versus the other rails which we will, but it's also competing against other modes of transportation, whether that's barge, truck, or pipeline to name a few. Providing a transportation product that competes for broader industrial development that supports reshoring manufacturing growth in the US. Our unified transcontinental offering will allow us to compete more effectively with Canadian transcontinental rails, making US ports more competitive and winning back US freight volume and American jobs. With route optionality that creates direct routes east and west, we'll help our customers win in their marketplaces. Single-line service opens up more customer options to and from underserved areas in the Ohio Valley and the Mississippi River watershed. By connecting around 100 ports and 10 international gateways, we enable more efficient and cost-effective supply chains.

For us, this isn't just about winning versus the other rails which we will, but it's also competing against other modes of transportation, whether that's barge, truck, or pipeline to name a few. Providing a transportation product that competes for broader industrial development that supports reshoring manufacturing growth in the US. Our unified transcontinental offering will allow us to compete more effectively with Canadian transcontinental rails, making US ports more competitive and winning back US freight volume and American jobs. With route optionality that creates direct routes east and west, we'll help our customers win in their marketplaces. Single-line service opens up more customer options to and from underserved areas in the Ohio Valley and the Mississippi River watershed. By connecting around 100 ports and 10 international gateways, we enable more efficient and cost-effective supply chains.

Ultimately, we believe this new combined network enhances competition and increases growth opportunities that are in the public interest, benefiting all stakeholders for us. This isn't just about winning versus the other rails, which we will.

But it is also competing against other modes of transportation, whether that's barge or truck.

Our pipeline, the name of you, is providing the transportation product that competes for broader industrial development and supports reshoring manufacturing growth in the U.S.

Jim Venna: freight volume in American jobs. With route optionality that creates direct routes east and west, we'll help our customers win in their marketplace. Single line service opens up more customer options to and from underserved areas in the Ohio Valley and the Mississippi River watershed. By connecting around 100 ports and 10 international gateways, we enable more efficient and cost effective supply chains. Stepping back, the combined network will capitalize on the strength of Union Pacific's West Coast Ports and Norfolk Southern's East Coast Ports. Merging the strength of both companies' intermodal networks facilitates the capture of international trade volumes and domestic truck conversions.

That creates direct routes East and West will help. Our customers win in their marketplaces.

Single line, service opens up, more customer options to and from underserved areas and the Ohio Valley. And the Mississippi River Watershed by connecting around 100 ports and 10 International gateways,

Jim Vena: Stepping back, the combined network will capitalize on the strength of Union Pacific's west coast ports and Norfolk Southern's east coast ports. Merging the strength of both companies' intermodal networks facilitates the capture of international trade volumes and domestic truck conversion. The beauty of US ports is the population centers around the ports as well as the inland reach, thus making our ports a more natural destination when paired with excellent service and a wide portfolio of destinations. Slide 7 summarizes a lot of what you've heard so far and why we see this combination as a win for our customers. A couple things I'd add. First, is a question of enhancing competition. One way we're considering addressing this is through a proven framework we've employed in the past. It's a framework used by Union Pacific for select traffic in the Pacific Northwest.

Stepping back, the combined network will capitalize on the strength of Union Pacific's west coast ports and Norfolk Southern's east coast ports. Merging the strength of both companies' intermodal networks facilitates the capture of international trade volumes and domestic truck conversion. The beauty of US ports is the population centers around the ports as well as the inland reach, thus making our ports a more natural destination when paired with excellent service and a wide portfolio of destinations. Slide 7 summarizes a lot of what you've heard so far and why we see this combination as a win for our customers. A couple things I'd add. First, is a question of enhancing competition. One way we're considering addressing this is through a proven framework we've employed in the past. It's a framework used by Union Pacific for select traffic in the Pacific Northwest.

we enable more efficient and cost-effective Supply chains.

Jim Venna: The beauty of U.S. ports is the population centers around the ports, as well as the inland reach, thus making our ports a more natural destination when paired with excellent service and a wide portfolio of destinations.

Stepping back. The combined network will capitalize on the strengths of Union, Pacific's West Coast ports and Northport Southern's East Coast ports. Merging the strength of both companies inter Moto networks, facilitates, the capture of international trade volumes and domestic truck conversion.

Jim Venna: Slide seven. Summarizes a lot of what you've heard so far and why we see this combination as a win for our customers. A couple things I'd add. First is a question of enhancing competition. One way we're considering addressing this is through a proven framework we've employed in the past. It's a framework used by Union Pacific for select traffic in the Pacific Northwest. The results have demonstrated that it has enhanced competition while supporting carload growth that has outpaced the market. While more details will come through the STB application process, we believe it will be a win for our customers.

The beauty of our ports is the population centers around the ports, as well as the inland reach, thus making our ports a more natural destination when paired with excellent service and a wide portfolio of destinations.

Slide 7.

Summarizes a lot of what you've heard so far and why we see this combination as a win for our customers?

A couple things.

I'd add first to the question of enhancing competition.

Jim Vena: The results have demonstrated that it has enhanced competition while supporting carload growth that has outpaced the market. While more details will come through the STB application process, we believe it will be a win for our customers. Of significant note, with this combination, fewer than 20 customers will go from having two rail providers to just one, and we intend to provide a competitive alternative. Second, the deployment of state-of-the-art technology like Union Pacific's NetControl CAD systems, along with Norfolk Southern's advanced algorithms that drive digital train inspection, will create a safer, more efficient overall network while enhancing customer experience through shipment visibility and tracking. Now imagine steel moving from Pittsburgh, Pennsylvania, to Colton, California seamlessly, and then copper moving from Arizona to the East.

The results have demonstrated that it has enhanced competition while supporting carload growth that has outpaced the market. While more details will come through the STB application process, we believe it will be a win for our customers. Of significant note, with this combination, fewer than 20 customers will go from having two rail providers to just one, and we intend to provide a competitive alternative. Second, the deployment of state-of-the-art technology like Union Pacific's NetControl CAD systems, along with Norfolk Southern's advanced algorithms that drive digital train inspection, will create a safer, more efficient overall network while enhancing customer experience through shipment visibility and tracking. Now imagine steel moving from Pittsburgh, Pennsylvania, to Colton, California seamlessly, and then copper moving from Arizona to the East.

1 way, we're considering in addressing. This is through a proven framework. We've employed in the past, it's a framework used by Union Pacific for select traffic, in the Pacific Northwest

The results of demonstrated that it is enhanced competition while supporting Carlo growth that has outpaced the market. While more details will come through

Jim Venna: A significant note, with this combination, fewer than 20 customers will go from having two rail providers to just one, and we intend to provide a competitive alternative. Second, the deployment of state-of-the-art technology like Union Pacific's NetControl and CADET systems, along with Norfolk Southern's advanced algorithms that drive digital train inspection, will create a safer, more efficient overall network, while enhancing customer experience through shipment visibility and tracking. Now imagine steel moving from Pittsburgh, Pennsylvania, to Colton, California, seamlessly. And then copper moving from Arizona to the east with fewer touch points. Increased speed and better customer tracking capability.

the stb application process. We Believe it'll be a win for our customers.

A significant note with this combination: fewer than 20 customers will go from having 2 rail providers to just 1, and we intend to provide a competitive alternative.

Second, the deployment of state-of-the-art technology, like Union Pacific's neck control and catic systems, along with Norfolk Southern's advanced algorithms that drive digital train inspection, will create a safer, more efficient overall network while enhancing customer experience through shipment visibility and tracking.

Jim Vena: With fewer touch points, increased speed, and better customer tracking capability, the possibilities are endless and only increases my excitement about what's possible. I'll now hand it over to Jason to transition the conversation to the financial aspects of the deal. Jason, thanks Jim.

With fewer touch points, increased speed, and better customer tracking capability, the possibilities are endless and only increases my excitement about what's possible. I'll now hand it over to Jason to transition the conversation to the financial aspects of the deal. Jason, thanks Jim.

Now, imagine steel moving from Pittsburgh, Pennsylvania, to Colton, California, seamlessly, and then copper moving from Arizona to the East with fewer touch points.

Jim Venna: The possibilities are endless and only increases my excitement about what's possible.

Jason Zampi: I'll now hand it over to Jason to transition the conversation to the financial aspects of the deal. Jason? Thanks, Jim. This proposed combination creates both scale and balance, as laid out on slide 8. Based on 2024 pro forma results, our combined company has revenue of $36.4 billion, EBITDA roughly $18 billion, and an operating ratio of 62.1%. This scale, combined with operational discipline, positions us to capture greater value as rail demand continues to grow. And specifically, with the combined operating ratio, there's clearly room for continued improvement. Together, UPNNS handle more than 14 million carloads a year across numerous business lines within our industrial, bulk, intermodal, and automotive segments.

Increased speed and better customer tracking capability. The possibilities are endless and only increases my excitement about what's possible. I'll now hand it over to Jason to transition the conversation to the financial aspects of the deal. Jason

Jason Zampi: This proposed combination creates both scale and balance as laid out on Slide 8. Based on 2024 pro forma results, our combined company has revenue of $36.4 billion, EBITDA of roughly $18 billion, and an operating ratio of 62.1%. This scale, combined with operational discipline, positions us to capture greater value as rail demand continues to grow. Specifically with the combined operating ratio, there is clearly room for continued improvement. Together, UPNs handle more than 14 million carloads a year across numerous business lines within our industrial, bulk, intermodal, and automotive segments. You've heard both companies talk separately about how this diversity helps us navigate the ups and downs of economic cycles. This merger only increases our combined company's ability to weather any storm.

Thanks Jim.

This proposed combination creates both scale and balance is laid out on slide 8.

Based on 2024 proformer results are combined company has revenue of 36.4 billion. Ava, roughly 18 billion dollars and an operating ratio of 62.1%.

This scale combined with operational, discipline positions us to capture greater value as rail demand, continues to grow.

And specifically with the combined operating ratio, there's clearly room for continued Improvement.

Jason Zampi: You've heard both companies talk separately about how this diversity helps us navigate the ups and downs of economic cycles. This merger only increases our combined company's ability to weather any storm.

Together UPN NS handle, more than 14 million car, loads a year, across numerous business Lines within our industrial, bulk, Intermodal, and Automotive segments.

You've heard both companies talk separately about how this diversity helps us, navigate the ups and downs of economic Cycles.

Jason Zampi: Importantly, this isn't just about being a bigger railroad, it's about being a better railroad, one that is more efficient and creates more value for our customers.

Jason Zampi: Importantly, this isn't just about being a bigger railroad, it's about being a better railroad, one that is more efficient and creates more value for our customers. Now I'll turn it over to Jennifer to walk through the financial opportunity our proposed combination creates.

Importantly, this isn't just about being a bigger railroad, it's about being a better railroad, one that is more efficient and creates more value for our customers. Now I'll turn it over to Jennifer to walk through the financial opportunity our proposed combination creates.

This merger only increases our combined company's ability to weather any storm.

Jennifer Hayman: Now, I'll turn it over to Jennifer to walk through the financial opportunity our proposed combination creates. Jennifer? Thank you, Jason, and good morning.

Importantly, this isn't just about being a bigger railroad. It's about being a better railroad 1 that is more efficient and creates more value for our customers.

Jennifer Hamann: Jennifer, thank you, Jason, and good morning. Slide 9 provides a one-stop shop for the transaction details. Jim has already touched on a few of these points, but let me highlight that under the proposed terms, Norfolk Southern shareholders will receive one share of Union Pacific stock and $88.82 cash for each Norfolk Southern common share. This represents an $85 billion headline value based on Union Pacific's July 16 unaffected closing price and a 25% premium to Norfolk Southern's 30 trading day volume weighted average price. In terms of the roughly $20 billion cash portion required for the transaction, I should point out that there will be no voting trust, so no funding will occur until the transaction closes at close. We will fund that through a combination of cash that we generate between now and closing as well as issuance of debt.

Jennifer Hayman: Slide 9 provides a one-stop shop for the transaction details. Jim has already touched on a few of these points, but let me highlight that under the proposed terms, Norfolk Southern shareholders will receive one share of Union Pacific stock and $88.82 cash for each Norfolk Southern common share. This represents an $85 billion headline value based on Union Pacific's July 16th unaffected closing price and a 25% premium to Norfolk Southern's 30 trading day volume-weighted average price. In terms of the roughly $20 billion cash portion required for the transaction, I should point out that there will be no voting trust, so no funding will occur until the transaction closes.

Now, I'll turn it over to Jennifer to walk through the financial opportunity. Our proposed combination creates Jennifer. Thank you, Jason, and good morning.

Slide 9 provides a 1-stop shop for the transaction details.

Jim has already touched on a few of these points. But let me highlight that under the proposed terms Norfork Southern shareholders will receive 1 share of Union Pacific stock and $88.82 cash for each Norfork Southern common share.

This represents an $85 billion headline value. Based on Union Pacific's July 16th unaffected closing price and a 25% premium to Norfolk Southern's 30 trading day volume weighted average price.

Jennifer Hayman: At close, we will fund that through a combination of cash that we generate between now and closing, as well as issuance of debt. As part of that, both Union Pacific and Norfolk Southern have suspended share repurchases, but will maintain their respective dividends.

Jennifer Hamann: As part of that, both Union Pacific and Norfolk Southern have suspended share repurchases but will maintain their respective dividends for that premium. We are creating a transcontinental railroad that unlocks 2.75 billion in synergies. As illustrated on slide 10, we see a clear path to achieving these annualized synergies in the third year post close, represented by both revenue growth and productivity. On the revenue side, synergies of 1.75 billion will be heavily driven by modal conversion as single line service makes rail more competitive versus truck. As Jim laid out, lanes such as the Pacific Northwest to the Watershed and Southern California to the Ohio Valley provide great opportunities to win new business.

As part of that, both Union Pacific and Norfolk Southern have suspended share repurchases but will maintain their respective dividends for that premium. We are creating a transcontinental railroad that unlocks 2.75 billion in synergies. As illustrated on slide 10, we see a clear path to achieving these annualized synergies in the third year post close, represented by both revenue growth and productivity. On the revenue side, synergies of 1.75 billion will be heavily driven by modal conversion as single line service makes rail more competitive versus truck. As Jim laid out, lanes such as the Pacific Northwest to the Watershed and Southern California to the Ohio Valley provide great opportunities to win new business.

Jennifer Hayman: For that premium, we are creating a transcontinental railroad that unlocks $2.75 billion in synergies, as illustrated on slide 10. We see a clear path to achieving these annualized synergies in the third year post-close, represented by both revenue growth and productivity. On the revenue side, synergies of $1.75 billion will be heavily driven by modal conversion, as single-line service makes rail more competitive versus truck. As Jim laid out, lanes such as the Pacific Northwest to the Watershed and Southern California to the Ohio Valley provide great opportunities to win new business. Beyond Intermodal, we see opportunities such as finished vehicles moving nationwide, food and beverage shipments traveling west to east, industrial chemicals moving from the Gulf to eastern markets, and tires and steel rod moving east to west.

In terms of the roughly 20 billion dollar cash portion required for the transaction. I should point out that there will be no voting trust, so no, funding will occur until the transaction closes at close. We will fund that through a combination of cash that we generate between now and closing as well as issuance of debt. As part of that both Union Pacific and Norfolk 7 have suspended, Sherry purchases but will maintain their respective dividends

We see a clear path to achieving these annualized synergies in the third year, post-close represented by both Revenue growth and productivity.

On the revenue side, synergies of 1.75 billion will be heavily driven by modal conversion. As single line service, makes rail more competitive versus truck.

Jennifer Hamann: Beyond intermodal, we see opportunities such as finished vehicles moving nationwide, food and beverage shipments traveling west to east, industrial chemicals moving from the Gulf to Eastern markets, and tires and steel rod moving east to west. As you saw on slide 8, both companies bring a diverse business mix to this transaction, which gives us a wide aperture to pursue growth opportunities. Cost synergies of $1 billion will result from improved safety and efficiency through shared best practices, reduction of material costs, enhanced asset utilization, routing efficiencies, and rationalization of back office costs. For example, through just the optionality of single line service will increase locomotive productivity and generate fuel savings through less idle time at Gateways we'll gain workforce productivity through fewer car touches as well as driving the culture of operational excellence across an expanded footprint.

Beyond intermodal, we see opportunities such as finished vehicles moving nationwide, food and beverage shipments traveling west to east, industrial chemicals moving from the Gulf to Eastern markets, and tires and steel rod moving east to west. As you saw on slide 8, both companies bring a diverse business mix to this transaction, which gives us a wide aperture to pursue growth opportunities. Cost synergies of $1 billion will result from improved safety and efficiency through shared best practices, reduction of material costs, enhanced asset utilization, routing efficiencies, and rationalization of back office costs. For example, through just the optionality of single line service will increase locomotive productivity and generate fuel savings through less idle time at Gateways we'll gain workforce productivity through fewer car touches as well as driving the culture of operational excellence across an expanded footprint.

As Jim laid out, lanes, such as the Pacific, Northwest to the Watershed and Southern California to the Ohio Valley provide great opportunities to win new business.

Jennifer Hayman: As you saw on slide 8, both companies bring a diverse business mix to this transaction, which gives us a wide aperture to pursue growth opportunities. Cost synergies of $1 billion will result from improved safety and efficiency through shared best practices, reduction of material costs, enhanced asset utilization, routing efficiencies, and rationalization of back office costs. For example, through just the optionality of single line service, we'll increase locomotive productivity and generate fuel savings through less idle time at gateways. We'll gain workforce productivity through fewer car touches, as well as driving the culture of operational excellence across an expanded footprint.

Beyond inner modal, we see opportunities such as finished vehicles. Moving Nationwide food and beverage shipments, traveling west to east industrial. Chemicals, moving from the Gulf to Eastern markets and tires and Steel Rod. Moving east to west

As you saw on slide 8, both companies bring a diverse business mix to this transaction, which gives us a wide aperture to pursue growth opportunities.

Cost synergies of $1 billion will result from improved safety and efficiency through shared best practices, reduction of material costs, enhanced asset utilization, routing efficiencies, and rationalization of back-office costs. For example, through just the optionality of a single line, service will increase locomotive productivity and generate fuel savings by reducing idle time and gateway congestion.

Jennifer Hamann: To support these cost synergies, we expect to spend roughly $2 billion in incremental capital to integrate the networks. Finally, the deployment of state-of-the-art technology from both rails will create a safer, more efficient overall network. Looking then to slide 11, this transaction yields very compelling financial profile for the combined company as the $2.75 billion in synergies achieved by year three represents more than $30 billion of value creation. We expect adjusted EPS to be accretive early in the second year post close with high single-digit accretion thereafter. As the synergies are realized, annual free cash flow will grow from a 2024 pro forma combined $7 billion to an estimated $12 billion by 2029 with synergies reflecting 10% annual growth. With this strong cash generation, we will rapidly delever our balance sheet.

To support these cost synergies, we expect to spend roughly $2 billion in incremental capital to integrate the networks. Finally, the deployment of state-of-the-art technology from both rails will create a safer, more efficient overall network. Looking then to slide 11, this transaction yields very compelling financial profile for the combined company as the $2.75 billion in synergies achieved by year three represents more than $30 billion of value creation. We expect adjusted EPS to be accretive early in the second year post close with high single-digit accretion thereafter. As the synergies are realized, annual free cash flow will grow from a 2024 pro forma combined $7 billion to an estimated $12 billion by 2029 with synergies reflecting 10% annual growth. With this strong cash generation, we will rapidly delever our balance sheet.

Jennifer Hayman: To support these cost synergies, we expect to spend roughly $2 billion in incremental capital to integrate the network.

We'll gain Workforce productivity through fewer car touches as well as driving the culture of operational excellence across and expanded footprint.

Jennifer Hayman: Finally, the deployment of state-of-the-art technology from both rails will create a safer, more efficient overall network. Looking then to slide 11, this transaction yields very compelling financial profile for the combined company, as the $2.75 billion in synergies achieved by year 3 represents more than $30 billion of value creation. We expect adjusted EPS to be accretive early in the second year post-close, with high single-digit accretion thereafter as the synergies are realized. Annual free cash flow will grow from a 2024 pro forma combined $7 billion to an estimated $12 billion by 2029 with synergies reflecting 10% annual growth.

To support these cost synergies. We expect to spend roughly 2 billion in incremental Capital to integrate the networks.

Finally, the deployment of state-of-the-art Technology from both rails will create a safer more efficient. Overall Network.

Looking then to slide 11, this transaction yields very compelling Financial profile for the combined company as the 2.75 billion in synergies achieved by year 3 represents more than 30 billion of value creation.

We expect adjusted EPS to be accretive early in the second year post-close, with high single-digit accretion thereafter as the synergies are realized.

Jennifer Hayman: With this strong cash generation, we will rapidly deliver our balance sheet. In fact, we expect to close the transaction with a debt to EBITDA of around 3.3 times and be back to around 2.8 times by 2028, less than two years post-close. With our commitment to prioritizing the balance sheet and discussions with the rating agencies, we would expect to maintain our current A-rated status. The more than 60% increase in run-rate-free cash flow supports our balanced capital allocation policy, reinvesting in our combined network, rewarding our shareholders with a competitive dividend, and resuming share repurchases in 2028. By year three, we expect to be repurchasing more than $10 billion in shares annually.

Annual free cash flow will grow from a 2024 proforma combined 7 billion to an estimated 122 billion by 2029. With synergies reflecting, 10% annual growth.

Jennifer Hamann: In fact, we expect to close the transaction with a debt to EBITDA of around 3.3x and be back to around 2.8x by 2028, less than two years post close. With our commitment to prioritizing the balance sheet and discussions with the rating agencies, we would expect to maintain our current A rated status. The more than 60% increase in run rate free cash flow supports our balanced capital allocation policy, reinvesting in our combined network, rewarding our shareholders with a competitive dividend, and resuming share repurchases in 2028. By year three we expect to be repurchasing more than 10 billion in shares annually. Bottom line, we are very pleased with what this deal represents for both Union Pacific and Norfolk Southern shareholders. We see it as a win today and a win for the future.

In fact, we expect to close the transaction with a debt to EBITDA of around 3.3x and be back to around 2.8x by 2028, less than two years post close. With our commitment to prioritizing the balance sheet and discussions with the rating agencies, we would expect to maintain our current A rated status. The more than 60% increase in run rate free cash flow supports our balanced capital allocation policy, reinvesting in our combined network, rewarding our shareholders with a competitive dividend, and resuming share repurchases in 2028. By year three we expect to be repurchasing more than 10 billion in shares annually. Bottom line, we are very pleased with what this deal represents for both Union Pacific and Norfolk Southern shareholders. We see it as a win today and a win for the future.

With this strong cash generation, we will rapidly deliver our balance sheet. In fact, we expect to close the transaction with a debt to EBITDA of around 3.3 times and be back to around 2.8 times by 2028, less than two years post-close.

with our commitment to prioritizing the balance sheet and discussions with the rating agencies, we would expect to maintain our current a-rated status

Jennifer Hayman: Bottom line, we are very pleased with what this deal represents for both Union Pacific and Norfolk Southern shareholders. We see it as a win today and a win for the future.

The more than 60% increase in run rate, free cash flow supports our balance Capital allocation policy reinvesting in our combined Network rewarding, our shareholders with a competitive dividend and resuming share repurchases in 2028 by year 3. We expect to be repurchasing more than 10 billion in shares annually.

Jennifer Hamann: I'll now turn it back to Jim to discuss the next steps and wrap up.

I'll now turn it back to Jim to discuss the next steps and wrap up.

Jim Venna: I'll now turn it back to Jim to discuss the next steps and wrap up. Thank you, Jennifer. Obviously, this is a first major step in this process.

Jim Vena: Thank you, Jennifer. Obviously this is the first major step in this process. I'm on slide 12 in terms of the timing and path to completion. The transaction is subject to review and approval by the Surface Transportation Board, with its statutory time frame. We at Union Pacific do not take steps lightly. We think them through. We make sure we have a strong case. We make sure that the team is ready to move ahead, and we're very comfortable with where we are as we move ahead. As I mentioned earlier, our robust plans not only preserve but also enhance competition and will be filed with the Surface Transportation Board, and for all the reasons you've heard today, we're confident the transaction serves the public interest and meets relevant requirements. The transaction is also subject to approval by both Union Pacific and Norfolk Southern shareholders.

Bottom line, we are very pleased with what this deal represents for both Union. Pacific, and North Fork Southern shareholders, we see it as a win today and a win for the future. I'll now turn it back to Jim, to discuss the next steps and wrap up.

Thank you. Jennifer

Jim Venna: I'm on slide 12. In terms of the timing and path to completion, the transaction is subject to review and approval by the Surface Transportation Board with its statutory time. We are Union Pacific, do not. takes steps lightly. We think them through. We make sure we have a strong case. We make sure that the team is ready to move ahead. And we're very comfortable with where we are as we move ahead. As I mentioned earlier, our robust plans not only preserve but also enhance competition and will be filed with the Servers Transportation Board in due course.

Obviously, this is a first major step in this process.

I'm in on slide 12 in terms of the timing and path to completion. The transaction is subject to review and approval by the surface. Transportation board with its statutory time frame.

We at Union Pacific, do not.

Take steps lightly, we think them through, we make sure we have a strong case. We make sure that the team is ready to move ahead. And we're very comfortable with where we are, as we move ahead,

Jim Venna: For all the reasons you've heard today, we're confident that the transaction serves the public interest and meets relevant requirements. The transaction is also subject to approval by both Union Pacific and Norfolk Southern shareholders.

As I mentioned earlier, our robust plans, not only preserve but also enhance competition, and we'll be filed with the surface Transportation board in due course.

With all the reasons you've heard today, we're confident the transportation, the transaction serves, the public interest and meets relevant requirements.

Mark George: I want to be very clear here. We are both deeply committed to making this a seamless and integration process as possible. We understand that we need to avoid distracting our organizations during this approval process in a way that impacts our customers. And once the transaction is complete, we need to move as quickly as possible to deliver the benefits our stakeholders expect.

Jim Vena: I want to be very clear here. We are both deeply committed to making this as seamless an integration process as possible. We understand that we need to avoid distracting our organizations during this approval process in a way that impacts our customers. Once the transaction is complete, we need to move as quickly as possible to deliver the benefits our stakeholders expect. Now turning to Slide 13, a transaction of this size and scope won't be easy to execute. We understand that key is having the right strategy and the right team to execute it. At Union Pacific, our safety, service, and operational excellence strategy has propelled our company to industry best. We've made significant safety improvements, taken service to all-time best levels, and the operational efficiency and financial performance speaks for itself.

I want to be very clear here. We are both deeply committed to making this as seamless an integration process as possible. We understand that we need to avoid distracting our organizations during this approval process in a way that impacts our customers. Once the transaction is complete, we need to move as quickly as possible to deliver the benefits our stakeholders expect. Now turning to Slide 13, a transaction of this size and scope won't be easy to execute. We understand that key is having the right strategy and the right team to execute it. At Union Pacific, our safety, service, and operational excellence strategy has propelled our company to industry best. We've made significant safety improvements, taken service to all-time best levels, and the operational efficiency and financial performance speaks for itself.

The transaction is also subject to approval by both Union Pacific and North folk southern

Shareholders. I want to be very clear. Here, we are both deeply committed to making this a seamless and integration process as possible.

Mark George: Now turning to slide 13, a transaction of this size and scope won't be easy to execute. We understand that. Key is having the right strategy and the right team to execute it. At Union Pacific, our safety, service, and operational excellence strategy has propelled our company to industry best. We've made significant safety improvements, taken service to all-time best levels, and the operational efficiency and financial performance speaks for itself, as we reported just a short time ago. A big part of our strategy's success has been maintaining a buffer of resources to handle the fluctuations of railroading. As we implement this transcontinental railroad, that buffer strategy will remain imperative.

We understand that we need to avoid distracting our organizations during this approval process in a way that impacts our customers. And once the transaction is complete, we need to move as quickly as possible to deliver the benefits. Our stakeholders expect

Jim Vena: As we reported just a short time ago, a big part of our strategy success has been maintaining a buffer of resources to handle the fluctuations of railroading. As we implement this transcontinental railroad, that buffer strategy will remain imperative. At Norfolk Southern, their thoroughbred culture has driven significant improvements over the past year. Plus, they have great momentum across those same key elements of safety, service, and efficiency. It demonstrates that our companies are aligned on the fundamentals of running a great railroad. With the collective talent of both organizations combined with a winning strategy, I'm confident that we'll deliver for our stakeholders. Mark, appreciate your thoughts on the cultural alignment before we wrap it up.

As we reported just a short time ago, a big part of our strategy success has been maintaining a buffer of resources to handle the fluctuations of railroading. As we implement this transcontinental railroad, that buffer strategy will remain imperative. At Norfolk Southern, their thoroughbred culture has driven significant improvements over the past year. Plus, they have great momentum across those same key elements of safety, service, and efficiency. It demonstrates that our companies are aligned on the fundamentals of running a great railroad. With the collective talent of both organizations combined with a winning strategy, I'm confident that we'll deliver for our stakeholders. Mark, appreciate your thoughts on the cultural alignment before we wrap it up.

Mark George: At Norfolk Southern, their thoroughbred culture has driven significant improvements over the past year plus. They have great momentum across those same key elements of safety, service, and efficiency. It demonstrates that our companies are aligned on the fundamentals of running a great railroad. With the collective talent of both organizations combined with a winning strategy, I'm confident that we'll deliver for our stakeholders.

Compelled our company to Industry best. We've made significant safety, improvements taken service, to all-time best levels and the operational efficiency and financial performance speaks for itself. As we reported just a short time ago, a big part of our strategy success has been maintained. A buffer of resources to handle the fluctuations of railroading as we implement. This Transcontinental Railroad, that bumper strategy will remain imperative.

at Norfolk, Southern their thorough bread, cultures driven, significant improvements, over the past year, plus,

Mark George: Mark, appreciate your thoughts on the cultural alignment before we wrap it up. Sure, Jim. You know, however you label the strategy, it comes down to the core fundamentals. And from the start of the transaction, it was evident that the DNA of our companies were very similar. You know, we have our core NS spirit values, which represent safety, performance, integrity, respect, innovation, and teamwork. And those are very closely aligned with Union Pacific. And we expect to combine the best of both companies' programs and technology to set a new bar for rail safety and performance, advancing our shared commitment to keeping rail the safest way to move freight over land.

Mark George: Sure, Jim. You know, however you label the strategy, it comes down to the core fundamentals. And from the start of the transaction, it was evident that the DNA of our companies were very similar. You know, we have our core NS spirit values which represent safety, performance, integrity, respect, innovation, and teamwork. And those are very closely aligned with Union Pacific's. And we expect to combine the best of both companies' programs and technology to set a new bar for rail safety and performance, advancing our shared commitment to keeping rail the safest way to move freight over land. And I just want to reiterate a point that Jim made earlier. Both companies are committed to a seamless integration. We understand that we need to continue to provide our customers with a high level of service throughout this process, avoiding distraction and disruptions.

They have great momentum across those same key elements of safety service and efficiency. It demonstrates that our companies are aligned on the fundamentals of running a great railroad with the collective Talent of both organizations combined, with the winning strategy. I'm confident that we'll deliver for our stakeholders Mark, appreciate your thoughts on the cultural alignment before we wrap it up. Sure. Jim. You know, however, you label the strategy, it comes down to the core fundamentals and from the start of the transaction, it was evident that the DNA of our companies were very similar.

You know, we have our core NS Spirit values which represents safety performance, Integrity, respect Innovation, and teamwork. And those are very closely aligned with Union Pacific

Mark George: And I just want to reiterate a point that Jim made earlier. Both companies are committed to a seamless integration. We understand that we need to continue to provide our customers with a high level of service throughout this process, avoiding distraction and disruption. We'll have plenty of time to do thorough integration planning while the transaction is under review and post-closing. And we commit, we're going to put the appropriate resources and time in place to assure that we do this the right way. Both companies have an immense amount of pride in their histories and how they've shaped our great nation.

And we expect to combine the best of both companies, programs and Technology to set a new bar for rail safety and performance. Advancing our shared commitment to keeping rail the safest way to move, Freight over land.

Mark George: We'll have plenty of time to do thorough integration planning while the transaction is under review and post closing, and we commit. We're going to put the appropriate resources and time in place to assure that we do this the right way. Both companies have an immense amount of pride in their histories and how they've shaped our great nation. And if we use that as a foundation while focusing on what we can control, I'm confident that these groups of railroaders will come together to win for our customers, our communities, our nation, and each other. Jim.

We'll have plenty of time to do thorough integration planning while the transaction is under review and post closing, and we commit. We're going to put the appropriate resources and time in place to assure that we do this the right way. Both companies have an immense amount of pride in their histories and how they've shaped our great nation. And if we use that as a foundation while focusing on what we can control, I'm confident that these groups of railroaders will come together to win for our customers, our communities, our nation, and each other. Jim.

And I just want to reiterate a point that Jim made earlier. Both companies are committed to a seamless integration. We understand that we need to continue to provide our customers with a high level of service throughout this process avoiding distraction and disruptions

We'll have plenty of time to do thorough integration planning while the transaction is under review and post-closing.

And we commit, we're going to put the appropriate resources and time in place to assure that we do this the right way.

Mark George: And if we use that as a foundation while focusing on what we can control, I'm confident that these groups of railroaders will come together to win for our customers, our communities, our nation, and each other.

Both companies have an immense amount of pride in their histories and how they've shaped our great nation.

Jim Venna: Jim? Thanks, Mark. Now, wrapping up on slide 14, it summarizes the unprecedented benefits of this merger. This is a historic milestone for the entire rail industry and for America. This transaction will unite the nation, connecting businesses, consumers, and communities. It will accelerate growth, enhance competition, spur economic development and employment, and unleash economic innovation. Built on our safety service and operational excellence strategy, we will accelerate improvements in the safety, service, and efficiency of our combined network. And through significant synergies and free cash flow generation, we will deliver enhanced shareholder value. Our great companies have deep roots in spurring the industrial revolution of the past.

Jim Vena: Thanks, Mark. Now wrapping up on slide 14. It summarizes the unprecedented benefits of this merger. This is a historic milestone for the entire rail industry and for America. This transaction will unite the nation, connecting businesses, consumers, and communities. It will accelerate growth, enhance competition, spur economic development, employment, and unleash economic innovation. Built on our safety, service, and operational excellence strategy, we will accelerate improvements in the safety, service, and efficiency of our combined network. Through significant synergies and free cash flow generation, we will deliver enhanced shareholder value. Our great companies have deep roots in spurring the industrial revolution of the past. With this combination, we take the next step in driving the economic growth and prosperity of the future. That concludes our prepared remarks. We will now open the lines to answer your questions. Thank you.

and if we use that as a foundation, while focusing on what we can control, I'm confident that these groups of railroaders will come together to win for our customers, our communities, our nation, and each other

Jim, thanks. Mark, now wrapping up, on slide 14, it summarizes the unprecedented benefits of this merger.

This is a historic milestone for the entire rail industry and for America.

This transaction will unite the nation, connecting businesses, consumers, and communities. It will accelerate growth, enhance competition, spur economic development and employment, and unleash economic innovation.

Built on our safety service and operational excellence strategy, we will accelerate improvements in the safety service and efficiency of our combined network. Through significant synergies and free cash flow generation, we will deliver enhanced shareholder value.

Jim Venna: With this combination, we take the next step in driving the economic growth and prosperity of the future.

Unknown Executive: That concludes our prepared remarks.

Our great comp companies have deep roots in spurring. The industrial revolution of the past. With this combination, we take the next step in driving the economic growth and prosperity of the future.

Unknown Executive: We will not open the lines to answer your questions. Thank you.

Operator: Thank you. Ladies and gentlemen, if you do have any questions at this time, please press star followed by one on your touch-tone phone. You will then hear a prompt that your hand has been raised. Should you wish to decline from the polling process, please press star followed by two. If you're using a speakerphone, you will need to lift the handset first before pressing any keys. Please go ahead and press star one. Now, if you have any questions, your first question will come from Scott Group at Wolfe Research. Please go ahead.

Unknown Executive: Ladies and gentlemen, if you do have any questions at this time, please press star followed by 1 on your touchtone phone. You will then hear a prompt that your hand has been raised. Should you wish to decline from the polling process, please press star followed by 2. And if you're using your speakerphone, you will need to lift the handset first before pressing any keys. Please go ahead and press star 1 now if you have any questions.

That concludes our prepared remarks. We will now open the lines to answer your questions. Thank you.

Scott Group: And your first question will come from Scott Group at Wolf Research. Please go ahead. Good morning, Scott. How are you this morning? I get to talk to you twice in a week. Hey, thanks. Pretty historic day.

Thank you, ladies and gentlemen, if you do have any questions at this time, please press star. Followed by 1 on your desktop phone, you will then hear a prompt that your hand has been raised. Should you wish to decline from Napoleon process? Please? Press star followed by 2 and if you're using a speaker-phone, you will need to lift the handset first. Before pressing any keys, please go ahead and press star 1. Now if you have any questions

Jim Vena: Good morning, Scott. How are you this morning? Good to talk to you twice in a week.

And your first question will come from Scott Group at Wolf Research. Please, go ahead.

David Brown: Hey, thanks. Pretty historic day. I have a question on deal mechanics and then maybe just a bigger picture question. Why no voting trust? And then can you give us the breakup fee if there's a superior offer, that sort of mechanics stuff. And then, Jim, just bigger picture. I know you don't have an operating ratio target, but when you think about UP standalone and now this combination in your mind as the company combined railroad, is this a better margin railroad? And as you think about like $2.75 billion of synergies, is that inclusive of any potential regulatory concessions?

[Analyst 2]: Hey, thanks. Pretty historic day. I have a question on deal mechanics and then maybe just a bigger picture question. Why no voting trust? And then can you give us the breakup fee if there's a superior offer, that sort of mechanics stuff. And then, Jim, just bigger picture. I know you don't have an operating ratio target, but when you think about UP standalone and now this combination in your mind as the company combined railroad, is this a better margin railroad? And as you think about like $2.75 billion of synergies, is that inclusive of any potential regulatory concessions?

Good morning, Scott. How are you this morning? It's great to talk to you twice in a week.

Scott Group: I have a question on deal mechanics and then maybe just a bigger picture question. Why no voting trust? And then can you give us the break fee if there's a superior offer? That's sort of mechanic stuff.

Hey thanks. Uh pretty historic day. Um I have a question on Deal mechanics and then maybe just a a bigger picture question. Um,

Jennifer Hayman: And then, Jim, just bigger picture. I know you don't have an. Operating Ratio Target. But when you think about UP standalone and now this combination, in your mind is the Combined Railroad Is this a better margin railroad? And as you think about like 2.75 billion of synergies, is that inclusive of any potential regulatory concession? Well, Scott, listen, thank you very much. I'll answer the second question in a minute, but I'll pass it over to Jennifer.

Why no voting trust and then, can you give us the break fee? If if there's a superior offer? Um, that's sort of mechanic stuff and then, Jim just bigger picture. I know you don't have an

Operating ratio Target. But when you think about up Standalone, and now this combination in in your mind is the combined Railroad,

Jim Vena: Well, Scott, listen, thank you very much. I'll answer the second question in a minute, but I'll pass it over to Jennifer. You can talk about the breakup fee and why no voting trust.

Is this a bedroom margin Railroad and and as you think about like 2.75 billion of synergies is, is that inclusive of any potential regulatory concessions.

Jennifer Hayman: You can talk about the breakup fee and why no voting trust.

Jennifer Hayman: Yeah, so I'll start with the voting trust, Scott. You know, we actually believe that a voting trust would complicate and potentially delay the transaction. So we want to go to the STB with a fully developed merger application that allows us to really lay out the fundamentals of this merger and provide all the necessary detail that supports our position that this will not only enhance competition, but it's absolutely in the public interest. And so, you know, again, with the timeframe relative to regulatory approval, we also think it's in the best interest to not fund it fully two years before we would have to, which would obviously be required as a voting trust.

Jennifer Hamann: Yeah, so I'll start with the voting trust. Scott. You know, we actually believe that a voting trust would complicate and potentially delay the transaction. So we want to go to the STB with a fully developed merger application that allows us to really lay out the fundamentals of this merger and provide all the necessary detail that supports our position that this will not only enhance competition, but is absolutely in the public interest. And so, again, the timeframe relative to regulatory approval, we also think it's in the best interest to not fund it fully two years before we would have to, which would obviously be required as part of the voting trust. In terms of the deal and the breakup fee, it is $2.5 billion is what's set for that. Certainly, we don't expect to be invoking that. We're very confident in this transaction.

Jennifer Hayman: In terms of the deal and the breakup fee, it is $2.5 billion is what's set for that. Certainly we don't expect to be invoking that. We're very confident in this transaction.

Jim Venna: So, Scott, listen, I'm going to broaden a little bit the question that you've asked, okay? Because I think this is real important to understand and I've sort of said it a little bit in the prepared remarks. So When I came back to work at the Union Pacific after I was away for a sabbatical for a short time, I came back with a list of things. I carry around a black folder that I put my thoughts in on the back of it. And before I showed up, I said to myself, You know, there's something missing in the United States of America, and that is truly a transcontinental railroad.

Jim Vena: So, Scott, listen, I'm going to broaden a little bit the question that you've asked, okay. Because I think this is real important to understand. I sort of said it a little bit in the prepared remarks. When I came back to work at Union Pacific after I was away for sabbatical for a short time, I came back with a list of things I carry around a black folder that I put my thoughts in on the back of it. Before I showed up, I said to myself, you know, there's something missing in the United States of America, and that is truly a transcontinental railroad. We limit the capability of customers, manufacturing, and supply chains in the US because of the handoffs and what we do. The difficulty was always, could you ever get the deal and have a partner?

So we want to go to the stb with a fully developed merger application that allows us to to Really lay out the fundamentals of this merger and provide all the necessary details that supports our position that this will not only enhance competition but is absolutely in the public interest. And so, um, you know, again with the the time frame relative to regulatory approval. Uh we also think it's in the best interest to not fund. It uh fully 2 years before we would have to which would obviously be required as part of the voting trust. Um in terms of the deal and the the breakup fee it is uh 2.5 billion is what's what's set for that? Certainly we don't expect to to be invoking that we're very confident in this transaction.

So so Scott, listen, I'm going to broaden a little bit. The uh, the question that you've asked, okay, because I think this is really important to understand and I sort of set it a little bit uh, in the prepared. Uh

Remarks.

So,

When I came back to work at the Union Pacific after I was away for a sabbatical for a short time.

I came back with a list of things, I carry around a black folder that, uh, I put my thoughts in, on the back of it. And before I showed up, I said to myself, um,

Jim Venna: And we limit the capability of customers and manufacturing and supply chains in the U.S. because of the handoffs in what we do. The difficulty was always, could you ever get the deal and have a partner? And I tell you, it's a partner with Mark and his entire team. We spent all of yesterday together just crossing T's and dotting I's. But at the end of the day, it was one of my goals. But of course, time and place is important. Is do you have the right fundamentals? And what I like is I like the fundamentals and what Norfolk Southern is doing.

You know, there's something missing in the, in the United States of America. And that is truly a Transcontinental Railroad and we limit

Jim Vena: And I tell you, it's a partner with Mark and his entire team. We spent all yesterday together just crossing T's and dotting I's. But at the end of the day, it was one of my goals. But of course, time and place is important, is do you have the right fundamentals? And what I like is I like the fundamentals and what Norfolk Southern is doing, and I trust that they are going to deliver as we go through this time frame to get to the STB and the STB, if they look at it, which I think they will, in a very systematic: is it better for customers? Is it better for the country? Is it better to help people win in the marketplace? They'll approve this. We're very confident of that, or we wouldn't have taken the step.

And I tell you, it's a partner with Mark and his entire team. We spent all yesterday together just crossing T's and dotting I's. But at the end of the day, it was one of my goals. But of course, time and place is important, is do you have the right fundamentals? And what I like is I like the fundamentals and what Norfolk Southern is doing, and I trust that they are going to deliver as we go through this time frame to get to the STB and the STB, if they look at it, which I think they will, in a very systematic: is it better for customers? Is it better for the country? Is it better to help people win in the marketplace? They'll approve this. We're very confident of that, or we wouldn't have taken the step.

The capability of customers and manufacturing and supply chains in the U.S. because of the handoffs. And what we do, the difficulty was always, could you ever get the deal and have a partner?

Jim Venna: And I trust that they are going to deliver as we go through this time frame to get to the STB and the STB. If they look at it, which I think they will, in a very systematic, is it better for customers, is it better for the country, is it better to help people win in the marketplace, they'll approve this. We're very confident of that, or we wouldn't have taken this step. You know, Mark and I had a little discussion. I always had it on the list of things to do, and we started the ball rolling.

And I tell you, it's a partner with Mark and his entire team. We spent all yesterday together just crossing T's and dotting i's, but at the end of the day, it was one of my goals. But of course, time and place are important—do you have the right fundamentals? And what I like is I like the fundamentals and what Norfolk Southern is doing, and I trust that they are going to deliver as we go through this time frame to get to, uh, the STB and the STB.

If they look at it, which I think they will, in a very systematic way. Is it better for customers? Is it better for the country? Is it better?

Jim Vena: So, you know, Mark and I had a little discussion. I always had it on the list of things to do. We started the ball rolling. When I look at how we got here, you need to make sure that the fundamentals of both railroads are in the right place. I'm telling you the fundamentals I know and I spoke about in Norfolk Southern are in the right place. The fundamentals for Union Pacific are also in a great place. We have a strong team right across the board. You need that and make sure that you have it. I'm very comfortable with Jennifer, who's sitting next to me, with Eric, with Kenny. Mark is absolutely. I'm going to ask him to jump in and give his view of this in a minute. So we have the right team.

So, you know, Mark and I had a little discussion. I always had it on the list of things to do. We started the ball rolling. When I look at how we got here, you need to make sure that the fundamentals of both railroads are in the right place. I'm telling you the fundamentals I know and I spoke about in Norfolk Southern are in the right place. The fundamentals for Union Pacific are also in a great place. We have a strong team right across the board. You need that and make sure that you have it. I'm very comfortable with Jennifer, who's sitting next to me, with Eric, with Kenny. Mark is absolutely. I'm going to ask him to jump in and give his view of this in a minute. So we have the right team.

To help people win in the marketplace, they'll approve this. We're very confident of that or we wouldn't have taken the step.

so,

Jim Venna: And when I look at how we got here, you need to make sure that the fundamentals of both railroads are in the right place. And I'm telling you, the fundamentals I know and I spoke about in Norfolk Southern are in the right place. The fundamentals for Union Pacific are also in a great place. We have a strong team. right across the board. And you need that and make sure that you have it.

You know, Mark and I had a little discussion. I always had it on the list of things to do and uh we we started the ball rolling.

And uh, when I look at how we got here, you need to make sure that the fundamentals of both railroads are in the right place.

And I'm telling you, the fundamentals I know, and I spoke about, in Norfolk Southern are in the right place.

The fundamentals for Union Pacific are also in a great place.

We have a strong team.

Mark George: I'm very comfortable with Jennifer, who's sitting next to me, with Eric, with Kenny, and Mark is absolutely, and I'm going to ask him to jump in and give his view of this in a minute. So we have the right team. Then at the end of it is, where are we? Time and place, does this make sense? And we are absolutely sure that when everybody stops and thinks about this in a logical, fundamental, Pattern. It is compelling. It's a case that's compelling for us to move ahead.

Jim Vena: Then at the end of it is, where are we? Time and place. Does this make sense? And we are absolutely sure that when everybody stops and thinks about this in a logical, fundamental pattern, it is compelling. It's a case that's compelling for us to move ahead. Now, you asked me about or I don't give or. All I'll tell you is my goal is always being the best in the industry. And you can go back to when I was at Canadian National, okay, as a Chief Operating Officer and we had great operations and we've continued that at Union Pacific. We expect to be the best in the industry and that's what we're going to drive towards and make sure that we're still the best and be able to return the best service to our customers.

Then at the end of it is, where are we? Time and place. Does this make sense? And we are absolutely sure that when everybody stops and thinks about this in a logical, fundamental pattern, it is compelling. It's a case that's compelling for us to move ahead. Now, you asked me about or I don't give or. All I'll tell you is my goal is always being the best in the industry. And you can go back to when I was at Canadian National, okay, as a Chief Operating Officer and we had great operations and we've continued that at Union Pacific. We expect to be the best in the industry and that's what we're going to drive towards and make sure that we're still the best and be able to return the best service to our customers.

Right across the board and you need that and make sure that you have it. I'm very comfortable with Jennifer, who's sitting next to me with Eric, with Kenny and Marcus. Absolutely. And I'm going to ask him to jump in and give his view of this in a minute. So we have the right team then at the end of it is, where are we time? And place. Does this make sense?

And we are absolutely sure that when everybody stops and thinks about this in a logical fundamental way.

Mark George: Now, you asked me about OR. I don't give OR. All I'll tell you is, is my goal has always been the best in the industry. And you can go back to when I was at Canadian National, okay, as a Chief Operating Officer. And we had great operations. And we've continued that at Union Pacific, we expect to be the best in the industry. And that's what we're going to drive towards and make sure that we're still the best and be able to return the most the best service to our customers. In the last quarter. Union Pacific service level was close to 100% on both the manifest and intermodal, and that is service that we measure against what we delivered, what we agreed to with our customers.

Pattern, it is compelling. It's a case that's compelling for us to move ahead.

Now, you asked me about the oh, I don't give or all I'll tell you is, is my goal is always being the best in the industry and you can go back to when I was at the Canadian national. Okay, as a chief operating officer and, uh, we had great operations and, uh,

Jim Vena: In the last quarter, Union Pacific service level was close to 100% on both the manifest intermodal, and that is service that we measure against what we delivered, what we agreed to with our customers. So high service, great efficiency, build on that. For these combined companies, I'm telling you, I'm very comfortable. I do not make decisions lightly. And I gave it a lot of thought, and the entire team did. And absolutely, Mark, you did the same thing. Mark, any comments to add what I just said?

In the last quarter, Union Pacific service level was close to 100% on both the manifest intermodal, and that is service that we measure against what we delivered, what we agreed to with our customers. So high service, great efficiency, build on that. For these combined companies, I'm telling you, I'm very comfortable. I do not make decisions lightly. And I gave it a lot of thought, and the entire team did. And absolutely, Mark, you did the same thing. Mark, any comments to add what I just said?

We've continued that at Union Pacific, we expect to be the best in the industry and that's what we're going to drive towards and make sure that we're still the best and be able to return the mo the best service to our customers in the last quarter.

Mark George: So high service. Great efficiency. Build on that for these combined companies. I'm telling you, I'm very comfortable. I do not make decisions lightly. And I gave it a lot of thought, and the entire team did. And absolutely, Mark, you did the same thing.

Union Pacific Service level was close to 100% on both the Manifest and inner modal and that is service that we measure against what we delivered what we agreed to with our customers so high service.

Great efficiency. Build on that. For these combined companies, I'm telling you.

Mark George: Mark, any comments to add to what I just said? No. I mean, we've spent, you know, quite a while talking about this. And I think the most important part was fit, whether the fit was there. And I do believe, like I mentioned in the prepared remarks, culture was very much aligned. I think our joint mission and vision for our country is 100% aligned. This is good for America to try to link our networks, independent networks. We can only go so far independently. And let's face it, this industry has faced contraction in deck over the last couple decades.

Mark George: No. I mean, we've spent, you know, quite a while talking about this, and I think the most important part was fit and whether the fit was there. And I do believe, like I mentioned in the prepared remarks, culture was very much aligned. I think our joint mission and vision for our country is 100% aligned. This is good for America to try to link our networks, independent networks. We can only go so far independently, and let's face it, this industry has faced contraction, indeed, over the last couple decades in terms of volume growth. We've been losing share to truck, and this is one way to reverse that trend. So I'm supremely confident that we've got the right partnership, that we're culturally aligned, and that we're going to execute brilliantly on integration to ensure that there's no disruption.

Was fit and whether the fit was there. And I do believe like I mentioned in the prepared remarks culture was very much aligned. Um I think our our joint mission and vision for our country is 100% aligned. This is good for America to try to link.

Mark George: In terms of volume growth, we've been losing share to truck, and this is one way to reverse that trend. So I'm supremely confident that we've got the right partnership, that we're culturally aligned, and that we're going to execute brilliantly on integration to ensure that there's no disruption.

Jim Vena: Thanks, Scott. Appreciate it. Sorry for the long answer.

Scott Group: Thanks, Scott.

Scott Group: Appreciate it.

Our networks are independent networks. We can only go so far independently, and let's face it, this industry has faced contraction in deck over the last couple of decades. In terms of volume growth, we've been losing share of truck, and this is one way to reverse that trend. So, I am supremely confident that we've got the right partnership, that we're culturally aligned, and that we're going to execute brilliantly on integration to ensure that there's no disruption.

Scott Group: Sorry for the long answer. Appreciate it, guys. Thank you.

David Brown: Appreciate it, guys. Thank you.

[Analyst 2]: Appreciate it, guys. Thank you.

Thanks, Scott. I appreciate it. Sorry for the long answer.

All right, I appreciate it, guys. Thank you.

Jonathan Chappell: Next question will be from Jonathan Chappell at Evercore ISI, please go ahead. Morning, Jonathan. Good morning, Jim. Thank you. Good morning, Mark.

Operator: Next question will be from Jonathan Chappell at Evercore ISI. Please go ahead.

Next question will be from Jonathan Chappelle at evercore isi.

Jim Vena: Morning, Jonathan.

David Brown: Good morning, Jim. Thank you. Good morning, Mark. Jim, you're going to get a lot of questions that you had on Thursday that you couldn't answer. So let's start with the DC environment. You've said very clearly you're not going to take steps lightly. You've thought this through. I assume you've had some conversations with the administration, with the Department of Justice, with the STB. What can you tell us about the feedback you received from those initial conversations? What have you heard about adding the fifth member to the STB and how does that fit into the timeline that you've laid out?

[Analyst 2]: Good morning, Jim. Thank you. Good morning, Mark. Jim, you're going to get a lot of questions that you had on Thursday that you couldn't answer. So let's start with the DC environment. You've said very clearly you're not going to take steps lightly. You've thought this through. I assume you've had some conversations with the administration, with the Department of Justice, with the STB. What can you tell us about the feedback you received from those initial conversations? What have you heard about adding the fifth member to the STB and how does that fit into the timeline that you've laid out?

Morning. Jonathan.

Jonathan Chappell: Jim, you're going to get a lot of questions that you had on Thursday that you couldn't answer. So, let's start with the DC environment. You've said very clearly you're not going to take steps lightly. You've thought this through. I assume you've had some conversations with the administration, with the Department of Justice, with the STB. What can you tell us about the feedback you received from those initial conversations? What have you heard about adding the fifth member to the STB? And how does that fit into the timeline that you've laid out? Well, as the largest railroad in the United States of America, we have continuous discussion and dialogue with all facets of government and regulatory agencies in Washington.

Good morning, Jim. Thank you. Good morning, Mark. Um, Jim, you're going to get a lot of questions that you had on Thursday that you couldn't answer. So, let's start with the DC environment. You've said very clearly you're not going to take steps lightly. You've thought this through. I assume you've had some conversations with the administration, with the Department of Justice, and with the STB. What can you tell us about the feedback you received from those initial conversations? What have you heard?

Heard about adding the fifth member to the STV, and how does that fit into the timeline that you've laid out?

Jim Vena: Well, as the largest railroad in the United States of America, we have continuous discussion and dialogue with all facets of government and regulatory agencies in Washington. We continue to do that. So we would not have taken the step if we don't feel comfortable that we can deal with any of the issues that come forward. And that's the best way to describe any discussions we've had. And we'll continue to make sure that everybody understands what we're doing and how we move ahead.

Jim Venna: We continue to do that. So we would not have taken the step if we don't feel comfortable that we can deal with any of the issues that come forward. And that's the best way to describe any discussions we've had, and we'll continue to make sure that everybody understands what we're doing and how we move ahead.

Well uh, as the uh largest Railroad in the United States of America, we have continuous discussion and dialogue uh, with uh, all facets of government and and regulatory agencies in Washington. We continue to do that. So we would not have taken the step. If we don't feel comfortable that we can deal with any of the issues that come forward. And that's, that's the best way to discuss any, uh, any discussions. We've had and we'll continue to make sure that everybody understands what we what we're doing and how we move ahead.

Jim Venna: Do you know anything about the fifth member, the timing there? No, you probably know more than me on that, so if you know something, let me know. I think there's quite a backlog of nominees, so it may take a little bit of time, that's kind of what we're hearing.

David Brown: Do you know anything about the fifth member, the timing there?

[Analyst 2]: Do you know anything about the fifth member, the timing there?

Jim Vena: No. You probably know more than me on that. If you know something, let me know.

Do, do you know anything about the fifth member of the timing there?

Mark George: I think there's quite a backlog of nominees, so it may take a little bit of time. That's kind of what we're hearing. But.

No, you probably know more than me on that. So if you know something, let me know. I think there's quite a backlog of nominees so it may take a little bit of time, that's kind of what we're hearing, but

Jonathan Chappell: Thank you very much. Thank you.

Jim Vena: Thank you very much.

David Brown: Thank you.

[Analyst 2]: Thank you.

Mark George: Thank you.

Operator: Next question will be from Brian Ossenbeck at JPMorgan. Please go ahead.

Brian Ossenbeck: Next question will be from Brian Ossenbeck at J.P. Morgan. Please go ahead. Morning, Brian. Hey, good morning. Morning, guys. Samford and Jason as well. Thanks for taking the questions. Congrats on the announcement today.

No, thank you very much, Mark. Thank you. Thank you. Thank you.

Jim Vena: Morning, Brian.

Next question will be from Brian Assemb back at JP Morgan. Please go ahead.

Mark George: Morning, Brian.

David Brown: Hey, good morning. Morning, guys. Jennifer and Jason as well, thanks for taking the questions. Congrats on the announcement today. Wanted to ask a little bit more about the strategy to grow and enhance competition. So, I guess two parts. First one, do you have a view on intermodal service combining these two networks? Is it still something where you need IMCs? Will you rely more on your rail-owned boxes? And then the second one, I guess, is really thinking through the approval process. How are you going to be able to come up and prove and quantify that these benefits are achievable through merger and not through some other means? Thank you.

[Analyst 2]: Hey, good morning. Morning, guys. Jennifer and Jason as well, thanks for taking the questions. Congrats on the announcement today. Wanted to ask a little bit more about the strategy to grow and enhance competition. So, I guess two parts. First one, do you have a view on intermodal service combining these two networks? Is it still something where you need IMCs? Will you rely more on your rail-owned boxes? And then the second one, I guess, is really thinking through the approval process. How are you going to be able to come up and prove and quantify that these benefits are achievable through merger and not through some other means? Thank you.

Brian Ossenbeck: I wanted to ask a little bit more about...

Morning, Brian. Morning, Brian. Hey, good morning. Good morning, guys. It's Jennifer and Jason as well. Thanks for taking the questions, and congrats on the announcement today. Um, wanted to ask a little bit more about...

Brian Ossenbeck: Intermodal Service, Intermodal Networks, Intermodal Networks, Intermodal Networks, Intermodal And then the second one, I guess, is really thinking through the... Approval Process. How are you going to be able to come up and prove and quantify that these benefits are achievable through a merger and not through some other means? Thank you.

You know the strategy to grow and enhance competition. So I guess uh 2 parts, first 1, you know, do you have a view on Intermodal service? Um combining these 2 networks, is it still something where you need imc's we provide more on your real own boxes. And then you know, the second 1 I guess is really thinking through the

approval process, you know, how are you going to be able to come up and prove and quantify you know that this these benefits are achievable through merger and not through some other means

Mark George: Well, listen, you know what, Mark, why don't you start on the intermodal? You guys do a spectacular job of that. And you guys, you know, I'm always envious when I look at how well you guys have done in that. So why don't you talk about the intermodal piece? You know, look, here's an interesting thing. With our interchange with UP today, 95% of our interchange is over 2,000 miles. meaning only 5% is under 2,000 miles. We see an enormous opportunity to grow in lanes where we would be in that 1,000 mile or 1,500 mile range. So that's just one example and that kind of touches upon the entire watershed story.

Jim Vena: Well, listen, you know what, Mark, why don't you start on the intermodal? You guys do a spectacular job of that. And you guys, you know, I'm always envious when I look at how well you guys have done in that. So why don't you talk about the intermodal piece?

thank you.

Mark George: You know, look, here's an interesting thing. With our interchange with UP today, 95% of our interchange is over 2,000mi, meaning only 5% is under 2,000mi. We see an enormous opportunity to grow in lanes where we would be in that 1,000mi or 1,500mi range. So that's just one example, and that kind of touches upon the entire watershed story. So again, you've got this infrastructure in the center of the country with these interchanges that creates friction. And you've got 500mi moves or 1,000mi moves on each side of the Mississippi. And when you're going from west of it to east or east to west, rail is never even contemplated because it's just too much hassle, too much extended time, and frankly too much cost. So these are the areas where we see tremendous growth.

The mark, why don't you start on the inner model? You guys do a spectacular job of that. And uh, and you guys, uh, you know, I'm always envious when I look at how well you guys have done on that. So why don't you talk about the other modal piece? You know, look, what's here's, here's an interesting thing, with our interchange. With up today, 95% of our interchange is over 2,000 miles.

Meaning only 5% is under 2,000 me. We see an enormous opportunity to grow

Mark George: So again, you've got this interference in the center of the country with these interchanges that creates friction and you've got 500 mile moves or 1,000 mile moves on each side of the Mississippi and when you're going from west of it to east or east to west, rail is never even contemplated because it's just too much hassle, too much extended time and frankly too much cost. So these are the areas where we see tremendous growth and that's part of what you see in the revenue synergy numbers. So we're supremely confident as we look at the growth and I think Jim would tell you the revenue synergies here, we're supremely confident in.

Uh, in in Lanes, where we would be in that thousand me, or, or 1500 mile range. So, that's just 1 example, and that kind of touches upon the entire water Watershed story. Um, so again, you've got this interference in the center of the country with these interchanges, uh, that creates friction.

And you've got 500-mile moves, 1,000-mile moves on each side of the Mississippi. When you're going from west of it to east or east to west, rail is never even contemplated because it's just too much hassle, too much extended time, and frankly, too much cost.

Mark George: You know, that's part of what you see in the revenue synergy numbers. We're supremely confident as we look at the growth, and I think Jim would tell you the revenue synergies here. We're supremely confident in.

You know, that's part of what you see in the revenue synergy numbers. We're supremely confident as we look at the growth, and I think Jim would tell you the revenue synergies here. We're supremely confident in.

So these are the areas where we see tremendous growth.

Jim Vena: You bet. What I could add, Scott, if you had a case where we was not thought through and was not compelling, you'd have a hard time being able to get anything done. When we look at what this combination delivers, it delivers truly better service for our customers. Think about this. You've been following us, Brian, for a long time and I could go on. This is one of those whiteboard exercises that we could be at for two hours. But just to give you a little snippet, you know when a rail car moves non intermodal and it needs to go from east to west or west to east, we can get across the country. We get across all the way from LA to Dallas in less than two days. With an intermodal train, it's a little longer. With a freight train, we will remove touch points.

Jim Venna: You bet. What I could add, Scott, if you had a case where we was not thought through and was not compelling, you'd have a hard time being able to get anything done. When we look at what this combination delivers. It delivers truly better service for our customers. Think about this. You've been following us, Brian, for a long time, and I could go on, this is one of those whiteboard exercises that we could be at for two hours, but just to give you a little snippet, you know, when a real car moves, non-intermodal, and it needs to go from east to west or west to east, We can get across the country.

And uh, you know, that's part of what you see in the revenue, Synergy numbers. So we're we're supremely confident as we look at the growth. And I think Jim would tell you the revenue synergies here. We're Superman confident in

You'd have a hard time.

Being able to get anything done.

When we look at what this combination.

Delivers it delivers truly better service for our customers.

Think about this, uh,

You've been following us Brian for a long time, and I could go on. This is 1 of those whiteboard exercises that we could be at for 2 hours, but just to give you a little snippet,

you know, when a rail car moves non Intermodal and it needs to go from

East to west or west to east.

Jim Venna: We get across all the way from L.A. to Dallas in less than two days with an intermodal train. It's a little longer with a freight train. We will remove touchpoints, and every time there's a touchpoint, you add 24 to 36 hours, even at the best, while you're switching the railcar. That's gone. On top of that, at the interchange points where we used to stop and hand off, those are removed. So every customer that today, when we are finally approved, and that's what the STB is going to look at, is a... What's the advantage? How is service?

We can get across the country. We get a cross, uh, all the way from LA to Dallas in less than less than 2 days with an intermodal train. It's a little longer with a with a, a freight train

Jim Vena: Every time there's a touch point, well, you had 24 to 36 hours. Even at the best, while you're switching the rail car, that's gone. On top of that, at the interchange points where we used to stop and hand off, those are removed. So every customer that today, when we are finally approved, and that's what the STB is going to look at, is what's the advantage? How is service? Is it better for America? And what they'll look at is we're going to cut a day or two off of every transit time. That means less cost for our customers. They'll have to have less cars, less leases. The congestion on the railroad will be less because there will be less rail cars than are needed to move the same amount of business. That's something we've done at UP already within our own network.

Every time there's a touch point, well, you had 24 to 36 hours. Even at the best, while you're switching the rail car, that's gone. On top of that, at the interchange points where we used to stop and hand off, those are removed. So every customer that today, when we are finally approved, and that's what the STB is going to look at, is what's the advantage? How is service? Is it better for America? And what they'll look at is we're going to cut a day or two off of every transit time. That means less cost for our customers. They'll have to have less cars, less leases. The congestion on the railroad will be less because there will be less rail cars than are needed to move the same amount of business. That's something we've done at UP already within our own network.

We will remove touch points and every time there's a touch point, you add 24 to 36 hours, even at the best while you're switching the rail car that's gone. On top of that at The Interchange points where we used to stop and hand off those. Those are removed. So every customer that today,

When we are finally approved, and that's what the STB is going to look at, is it?

Jim Venna: Is it better for America? And what they'll look at is, is we're going to cut a day or two off of every transit time. That means less cost for our customers, they'll have to have less cars, less leases, less, the congestion on the railroad will be less, because there'll be less rail cars that are needed to move the same amount of business. That's something we've done at UP already within our own network. The amount of car loads, okay, cars per car load, the trains that we operate is improved by 20%. The velocity has improved, and this combination moves it.

What's the advantage? How is service is it better for America? And what they'll look at is, is we're going to cut a day or 2 off of every Transit time. That means less cost for our customers, they'll have to have less cars. Less, leases less, the congestion on the railroad will be less because there will be less rail cars than are needed to move the same amount of business. That's something we

Jim Vena: The amount of carloads, okay, cars per carload that we operate is improved by 20%. The velocity has improved, and this combination moves it. So given all that, I trust what the STB chair has said that he wants to live up to commitments and timeline and make sure that the process of anything that they look at is clean. And that's why we're very confident that we'll be in the timeline unless we make a mistake in what the information that they require to look at our transaction. But I'm very confident that we've done the homework, and we're in the right place.

The amount of carloads, okay, cars per carload that we operate is improved by 20%. The velocity has improved, and this combination moves it. So given all that, I trust what the STB chair has said that he wants to live up to commitments and timeline and make sure that the process of anything that they look at is clean. And that's why we're very confident that we'll be in the timeline unless we make a mistake in what the information that they require to look at our transaction. But I'm very confident that we've done the homework, and we're in the right place.

Network.

Jim Venna: So given all that, I trust what the STB chair has said, that he wants to live up to commitments and timeline and make sure that the process of anything that they look at is clean. And that's why we're very confident that we'll be in the timeline unless we make a mistake in what the information that they require to look at our transaction, but I'm very confident that we've done the homework and we're in the right place. Thank you, bye. Thank you.

Mark George: Thank you, Roy.

The amount of car loads, okay? Cars per car load that we operate is improved by 20% the the velocity as improved and this combination moves it. So given all that I trust what the STV chair has said that he wants to live up to commitments and timeline and um and make sure that the process of anything that they they look at as clean and that's why we're very confident that, uh, we'll be in the timeline unless we make a mistake in in what the information that they require to look at our transaction, but I'm very confident that we've done the homework and we're in the right place.

David Brown: Thank you.

[Analyst 2]: Thank you.

Brandon Oglenski: Next question is from Brandon Oglenski at Barclays, please go ahead. Good morning, Brandon. Good morning.

Operator: Next question is from Brandon Oglenski at Barclays. Please go ahead.

Thank you, bye. Thank you.

Jim Vena: Morning, Brandon.

Next question is from Brandon the glensky at Barkley's. Please go ahead.

Mark George: Good morning.

Morning, Brandon morning.

Brandon Oglenski: Hi, good morning everyone and congrats on the deal Jim and Mark. Jim or Mark, I mean if we go back in the history of STB merger approval or unapproval, I think integration service risks come up quite a bit, especially with, you know, integrations that happened decades ago. Can you guys talk about, you know, some of your strategies to maybe mitigate those integration risks and what the service plan would be in the first year or two of the integration of the two networks? Thank you.

David Brown: Hi, good morning, everyone. Congrats on the deal. Jim and Mark. Jim or Mark. I mean, if we go back in the history of STB merger approval or unapproval, I think integration service risks come up quite a bit, especially with, you know, integrations that happened decades ago. Can you guys talk about, you know, some of your strategies to maybe mitigate those integration risks and what the service plan would be in the first year or two of the integration of the two networks? Thank you.

[Analyst 2]: Hi, good morning, everyone. Congrats on the deal. Jim and Mark. Jim or Mark. I mean, if we go back in the history of STB merger approval or unapproval, I think integration service risks come up quite a bit, especially with, you know, integrations that happened decades ago. Can you guys talk about, you know, some of your strategies to maybe mitigate those integration risks and what the service plan would be in the first year or two of the integration of the two networks? Thank you.

Uh, hi. Good morning everyone and congrats on the deal. Do you have any mark?

Jim Vena: Mark, you want to start?

Mark George: Mark, you want to start? Yeah. I think, like I mentioned in my prepared remarks, Brandon, we're very aware of what led to the merger moratorium back in 2000-2001 timeframe, and it was just a bunch of bad integrations. And we are committed to make sure that that doesn't happen in this case, and we're going to use this two years of review process to start getting our teams together to talk and think and learn about the way our systems communicate, what platforms we want to be on to ensure that we have a running start when we close on this deal in two years' time.

Mark George: Yeah, I think like I mentioned in my prepared remarks, Brandon, we're very aware of what led to the merger moratorium back in the 2000, 2001 timeframe, and it was just a bunch of bad integrations. And we're committed to make sure that that doesn't happen in this case. And we're going to use this two years of review process to start getting our teams together to talk and think and learn about the way our systems communicate, what platforms we want to be on to ensure that we have a running start when we close on this deal in two years time. And we're not going to turn any switches on unless we're 100% confident that we're going to be disruption free. So we're learning from the lessons of the past and you have our commitments there.

Um, Jim or Mark. I mean, if we go back in the history of STV merger, approval or unapproved, I think integration service risks come up quite a bit especially with, you know, Integrations that have been decades ago. Can you guys talk about, you know, some of your strategies to maybe mitigate those integration risks and what the service plan would be in the first year or 2 of the integration of the 2 networks. Thank you, Mark, you want to start? Yeah, I think I think like I mentioned in my prepared remarks, Brandon, we're, we're very aware of what led to the emerging moratorium back in 2000 and 2001 time frame. And it was just a bunch of bad Integrations and we, we are committed to make sure that that doesn't happen in this case. And we're going to use this 2 years of uh review process to start getting our teams together to talk and think and learn about the way our systems communicate. What platforms we want to be on to ensure that we have a running start when we closed on this

Jim Venna: And we're not going to turn any switches on unless we're 100% confident that we're going to be disruption-free. So we're learning from the lessons of the past, and you have our commitments there. So I agree with Mark 100%. We're gonna be very prudent in how we do things. But you know what, words are easy and people can talk about things and say this is what they're gonna do. I'm not into talking about things. I'm into showing and then being able to replicate that. So we shut down, everybody remembers, and we talked lots about our implementation of net control.

Jim Vena: So, I agree with Mark 100%. We're going to be very prudent in how we do things. But you know what, words are easy, and people can talk about things and, you know, say this is what they're going to do. I'm not into talking about things, I'm into showing and then being able to replicate that. So we shut down, everybody remembers, and we talked lots about our implementation of NetControl. That changed. That was. That is the fundamental system that runs our railroad. It keeps track of every rail car movement, sets up for billing. And we shut it down, replaced the old one with NetControl, and it was a non-event. It was like nobody knew it actually happened.

Steel in 2 years time and we're not going to turn any switches on and unless we're 100% confident that we're going to be disruption free. So we're we've learned. We're learning from the lessons of the past and and you have our commitments there.

So I agree with Mark 100%. We're going to be very prudent in how we do things. But you know what? Words are easy, and people can talk about things and say this is what they're going to do.

Jim Venna: That change, that is the fundamental. A system that runs our railroad, keeps track of every rail car movement, sets up for billing, and we shut it down, replaced the old one with net control, and it was a non-event. It was like nobody knew it actually happened. I was hoping I'd get more questions and give us a little pat on the back for Rahul and his entire IT team about how well Union Pacific did, but I never got any positive remarks from anybody. Rahul's still waiting for some.

I'm not into talking about things I'm into show showing and then being able to replicate that. So we shut down. Everybody remembers and we talked Lots about our, our implementation of net control. That change. That was, that is the fundamental

System. The runs are railroad keeps track of every rail. Car movement sets up for billing.

Shut it down, replaced the old one with net control, and it was a non-event.

Jim Vena: I was hoping I'd get more questions and give us a little pat on the back for Rahul and his entire IT team about how well Union Pacific did, but I never got any positive remarks from anybody. Rahul's still waiting for some welcome to Walton. Yeah, exactly. So at the end of it, I could go on on the things, but fundamentally, the fundamental strategy that we are going to partake in this is having a buffer of resources so that we do not get ourselves in a place where we can't handle. Because you're always; it's an outdoor sport. You're always going to be confronted with something, and you need to make sure that you have a buffer of locomotives, a buffer of assets, and a buffer of people at the right level so that you can win.

I was hoping I'd get more questions and give us a little pat on the back for Rahul and his entire IT team about how well Union Pacific did, but I never got any positive remarks from anybody. Rahul's still waiting for some welcome to Walton. Yeah, exactly. So at the end of it, I could go on on the things, but fundamentally, the fundamental strategy that we are going to partake in this is having a buffer of resources so that we do not get ourselves in a place where we can't handle. Because you're always; it's an outdoor sport. You're always going to be confronted with something, and you need to make sure that you have a buffer of locomotives, a buffer of assets, and a buffer of people at the right level so that you can win.

Jim Venna: Welcome to Wolf. Yeah, exactly. So at the end of it, I could go on on the things, but fundamentally, the fundamental strategy that we are going to partake in this is having a buffer of resources so that we do not get ourselves in a place where we can't handle, because you're always, it's an outdoor sport, you're always going to be confronted with something, and you need to make sure that you have a buffer of locomotives and a buffer of assets and a buffer of people at the right level so that you can win. So I'm very confident, I really am, that we will take it, like Mark said, take the right steps.

On the things. But fundamentally ha, the fundamental strategy that we are going to partake in this is having a buffer of resources. So that we do not get ourselves in a place where we can't handle because you're always, it's an outdoor sport.

Jim Vena: So I'm very confident, I really am, that we will take it. Like Mark said, take the right steps. Don't get too carried away. Don't think I don't know Norfolk Southern like I know Union Pacific. And if anybody thinks first day we're going to go out there and start slashing and burning, that's not going to happen. We need to learn and get the team together to build the right plan that wins. I'm being very verbose this morning. I think we're going to have to cut off some of these. I'm going to try to do three word answers from now on.

So I'm very confident, I really am, that we will take it. Like Mark said, take the right steps. Don't get too carried away. Don't think I don't know Norfolk Southern like I know Union Pacific. And if anybody thinks first day we're going to go out there and start slashing and burning, that's not going to happen. We need to learn and get the team together to build the right plan that wins. I'm being very verbose this morning. I think we're going to have to cut off some of these. I'm going to try to do three word answers from now on.

You're always going to be confronted with something and you need to make sure that you have a buffer of locomotives and a buffer of assets and a buffer of people at the right level so that you can win. So I'm very confident. I really am that that we will take it like Mark said,

Jim Venna: Don't get too carried away. Don't think, I don't know Norfolk Southern like I know Union Pacific, and if anybody thinks first day we're going to go out there and start slashing and burning, that's not going to happen. We need to learn and get the team together to build the right plan that wins. I'm being very verbose this morning.

Take the right steps. Don't get too carried away. Don't think you. I don't know Norfolk Southern like I know Union Pacific, and if anybody thinks the first day we're going to go out there and start slashing and burning, that's not going to happen. We need to learn and get the team together to build the right plan that wins.

Jim Venna: I think we're going to have to cut off some of these. I'm going to try to do three-word answers from now on. Thank you, Brandon.

Mark George: Thank you, Brandon.

David Vernon: Thank you both. Congrats.

David Brown: Thank you both. Congrats.

[Analyst 2]: Thank you both. Congrats.

I'm being very verbose this morning. I think we're going to have to cut off some of these. I'm going to try to do 3-word answers from now on. Thank you, Brandon.

Fadi Chamoun: Next question is from Fadi Chamoun at BMO Capital Markets. Please go ahead. Hey Fadi, how's everything in Canada this morning? It's great up here, Jim. We miss you.

Operator: Next question is from Fadi Chamoun at BMO Capital Markets. Please go ahead.

Thank you both, congrats.

Jim Vena: Hey, Patty, how's everything in Canada this morning?

[Analyst 2]: Hey, Patty, how's everything in Canada this morning?

Next question is from sadish shamoun at BMO Capital markets. Please go ahead.

Hey Patty.

David Brown: It's great up here, Jim. We miss you. So, I want to say congrats on the NDA first, and just a follow-up on an earlier question. Does the synergy numbers and cash flow numbers that you've outlined in any way account for any potential concession in them? My main question though is, you know, there's two ways this could have gone kind of transcontinentally, and I understand what you outlined in terms of team alignment and culture, but are there other network synergy considerations and mix, commodity mix, or kind of business mix considerations that went into why would NS and UP make the best transcontinental combination versus potentially another one? And lastly, if Jennifer can give us what's the gross revenue number underlying the 1.75, I'm probably not going to give.

[Analyst 1]: It's great up here, Jim. We miss you. So, I want to say congrats on the NDA first, and just a follow-up on an earlier question. Does the synergy numbers and cash flow numbers that you've outlined in any way account for any potential concession in them? My main question though is, you know, there's two ways this could have gone kind of transcontinentally, and I understand what you outlined in terms of team alignment and culture, but are there other network synergy considerations and mix, commodity mix, or kind of business mix considerations that went into why would NS and UP make the best transcontinental combination versus potentially another one? And lastly, if Jennifer can give us what's the gross revenue number underlying the 1.75.

How's everything in Canada this morning?

Fadi Chamoun: So I I want to say congrats on the DIA first and uh... I'll just a follow up on an earlier question. Does the strategy numbers and the cash flow numbers that you've outlined in any way account for any potential concession in them?

It's great up here. Jim, we miss you. Um, so I I, um,

want to say congrats on the DF first and, uh,

I'll, I'll just a follow up on an earlier question.

Does the strategy numbers and cash flow numbers that you've outlined?

Jennifer Hayman: My main question, though, is, you know, there's two ways this could have gone kind of transcontinentally, and I understand what you outlined in terms of team alignment and culture, but are there other network synergy consideration and mix, commodity mix, or kind of just mix consideration, then went into why would NSNUP make the best transcontinental combination versus potentially another one? And, you know, lastly, if Jennifer can give us what's the gross revenue number underlying the 1.75? So, I'm probably not going to give you that gross number, Fadi, but I will tell you that the synergy numbers themselves are gross synergies.

In any way accounts, or any potential concession in them. Um, my main question though, is, you know, there's 2 ways this could have gone kind of transcontinental and I understand what you outlined in terms of Team, alignment and culture. But are there other network Synergy consideration and mix commodity mixer or kind of business mix consideration then went into, um,

Jennifer Hamann: I'm probably not going to give.

Why would MS and up make the best science? The Continental combination versus potentially another one. And, you know, lastly, can Jennifer give us what's the gross revenue number underlying the $1.75?

Jennifer Hamann: You have that gross number, Fadi, but I will tell you that the synergy numbers themselves are gross synergies. So $1.75 billion is what we're looking at for revenue. And as you heard Mark stated and hearing the enthusiasm from the group, we think that there's more opportunity there and then $1 billion on the cost side. So that's that part. In terms of the returns and the cash flows that we talked about, we have taken into account the fact that there will likely need to be some concessions made. We're not going to size that. So when you hear us talk about the economics of the deal, know that that's taken that into consideration. But the synergies that we're talking about are on a gross basis.

You have that gross number, Fadi, but I will tell you that the synergy numbers themselves are gross synergies. So $1.75 billion is what we're looking at for revenue. And as you heard Mark stated and hearing the enthusiasm from the group, we think that there's more opportunity there and then $1 billion on the cost side. So that's that part. In terms of the returns and the cash flows that we talked about, we have taken into account the fact that there will likely need to be some concessions made. We're not going to size that. So when you hear us talk about the economics of the deal, know that that's taken that into consideration. But the synergies that we're talking about are on a gross basis.

Jennifer Hayman: So, 1.75 is what we're looking at for revenue, and as you heard Mark state and hearing the enthusiasm from the group, we think that there's more opportunity there, and then a billion dollars on the cost side. So, that's that part. In terms of the returns and the cash flows that we talked about, we have taken into account the fact that there will likely need to be some concessions made. We're not going to size that. So, when you hear us talk about the economics of the deal, know that that's taken that into consideration, but the synergies that we're talking about are on a gross basis.

So I'm probably not going to give you that gross number fatty but I will tell you that the Synergy numbers themselves are gross synergies. Um, so 1.75 is what we're looking at for revenue and as you heard Mark State and you here in the enthusiasm from the group. Uh, we think that there's there's more opportunity there and then a billion dollars on the cost side. Um, so so that's that's that part of the returns and the cash flows that we talked about, we have taken

Into account, the fact that there will likely need to be some concessions made, we're not going to size that. So when you hear us talk about the economics of the deal, know that that's taken that into consideration. But the synergies that we're talking about are on a growth basis.

Jim Vena: Patty, you know, you said NS. I think they're a great company. Mark, why Union Pacific?

Jim Venna: And Fadi, you know, you said YNS. I think they're a great company.

Jim Vena: Patty, you know, you said NS. I think they're a great company. Mark, why Union Pacific?

Mark George: Mark, why Union Pacific? I think we've got the largest interchange, don't we? So a million carloads of interchange, and we've got really strong cultural alignment. So it's a beautiful complementary fit. Thanks, Fadi.

Mark George: I think we've got the largest interchange, don't we? So million carloads of interchange.

Jim Vena: You betcha.

Mark George: Yeah. We got really strong cultural alignment. So it's a beautiful complementary fit.

And Patty, you know, you you said, YNS, I think they're a great company. Mark, why Union Pacific? I think we've got the largest interchange, don't we? We do. We do car loads of interchange. You bet. You love really strong cultural alignment.

Jim Vena: You bet. Thanks, Patty.

So it's it's a it's a beautiful complimentary fit you bet. Thanks Patty.

David Brown: Thank you.

[Analyst 2]: Thank you.

Tom Waterwitz: Next question will be from Tom Waterwitz at UBS. Please go ahead. Yeah, good morning. And yeah, Jim and Mark. Yeah, congratulations on the deal. Let's see, I wanted to ask if you could help frame a little bit more on the revenue synergies. And then I don't know if you think like there's more likely to be upside on cost to revenue synergies. But I think, you know, you mentioned Canadian opportunities and taking business from Canadian ports. You mentioned the watershed markets. Can you give any more perspective like, you know, how, how large are those pieces of the 1.75 billion?

Operator: Next question will be from Tom Wadewitz at UBS. Please go ahead.

Thank you.

Next question will be from Tom wits at UBS. Please go ahead.

David Brown: Yeah. Good morning, Tom. Yeah. Good morning, Jim and Mark. Yeah. Congratulations on the deal. Thank you. Let's see. I wanted to ask if you could help frame a little bit more on the revenue synergies, and then I don't know if you think like there's more likely to be upside on cost revenue synergies, but I think, you know, you mentioned Canadian opportunities and taking business from Canadian ports. You mentioned the watershed markets. Can you give any more perspective like, you know, how large are those pieces of the $1.75 billion? Is it, you know, is watershed the biggest piece? Is intermodal the biggest piece, you know, how much is Canadian ports? Just any maybe high level perspective on how you think about the bigger opportunities within that $1.75 billion number. Thank you.

[Analyst 2]: Yeah. Good morning, Tom. Yeah. Good morning, Jim and Mark. Yeah. Congratulations on the deal. Thank you. Let's see. I wanted to ask if you could help frame a little bit more on the revenue synergies, and then I don't know if you think like there's more likely to be upside on cost revenue synergies, but I think, you know, you mentioned Canadian opportunities and taking business from Canadian ports. You mentioned the watershed markets. Can you give any more perspective like, you know, how large are those pieces of the $1.75 billion? Is it, you know, is watershed the biggest piece? Is intermodal the biggest piece, you know, how much is Canadian ports? Just any maybe high level perspective on how you think about the bigger opportunities within that $1.75 billion number. Thank you.

Uh yeah. Good morning and uh yeah, Jim and Mark. Yeah, congratulations on the deal. Um, thank you. Let's see, I wanted to ask you, if you could uh,

Tom Waterwitz: Is it, you know, is watershed the biggest piece? Is intermodal the biggest piece? You know, how much is Canadian ports? Just any, any maybe high level perspective on how you think about the bigger opportunities within that 1.75 billion number? Thank you. You know what?

Help frame a little bit more on the revenue synergies and then I don't know if you think like there's more likely to be upside on cost or Revenue synergies, but I think you know you mentioned Canadian opportunities and and taking business from Canadian ports you matter. You mentioned the Watershed markets can you give any more perspective? Like you know how how large are those as pieces of the 1.75? Uh billion? Is it you know is watershed the biggest piece is Intermodal, the biggest piece. You know how much this Canadian porch is?

Jim Vena: You know what, you did a great job of sort of framing the opportunity. You really did. You covered it all. So let me just say this. At Union Pacific, we have always been very prudent about what we put out for goals. Okay. And Jennifer is not sitting close enough. You know, she's worried that I'm going to say blow by. So I'm not going to say blow by. But what I will say is we're prudent on what we see for revenue synergies, and we've done a detailed study, and I'm very comfortable that we're going to deliver what we said because we're prudent people. Mark, anything you want to add?

Any any maybe high level perspective on how you think about the bigger opportunities within that 1.75 billion number. Thank you.

Jim Venna: You did a great job of sort of framing the opportunity. You really did. You covered it all. So let me just say this. At Union Pacific, we have always been very prudent about what we put out for goals. And Jennifer is not sitting close enough, you know, she's worried that I'm going to say blow-by. So I'm not going to say blow-by. But what I will say is we're prudent on what we see for revenue synergies. And we've done a detailed study. And I'm very comfortable that we're going to deliver what we said because we're prudent people.

you know what you you did a great job of sort of framing the opportunity you really did you covered it all

So, let me just say this is a junior Pacific. We have always been very prudent about what we put out for goals, okay?

Mark George: Mark, anything you want to add? Yeah. You know, I think, again, we talked about the watershed opportunities. You got markets like we can really attack in the watershed like, you know, Houston to Charlotte, for example, Dallas to Columbus, Laredo, Denver to Columbus. There's an awful lot of opportunity here where there's virtually no rail moves. It's all truck moves. And those are big markets we can start to exchange. So there's, I think there's opportunity well, well, well in excess of the numbers there. But we've made estimates and approximations that get us to the 1.75. But frankly, like Jim's saying, and I'm saying, there's a lot of confidence in that number and most likely a lot of upside.

Mark George: Yeah, I think again we talked about the watershed opportunities you've got, markets like we can really attack in the watershed, like Houston to Charlotte for example, Dallas to Columbus, Laredo, Denver to Columbus. There's an awful lot of opportunity here where there's virtually no rail moves, it's all truck moves, and those are big markets we can start to exchange. So there's, I think, there's opportunity well in excess of the numbers there. But we've made estimates and approximations that get us to the 1.75. But frankly, like Jim's saying, and I'm saying there's a lot of confidence in that number and most likely a lot of upside.

Jim Vena: And on the Canadian side, just a detail, detail a little bit about competition and why this is great for America and great for the industry, and great for customers. Intermodal comes in at Halifax, comes in at Montreal, comes in at Vancouver, and comes in at Prince Rupert. And single line haul, they have the Canadians to be able to come into the US be deep into the US and deliver. And we're going to be competitive on that. We're going to be able to come out of the east coast ports and the west coast ports and compete. That's what we want to do. All we care about is let's get let whoever has the best service, best price, and best model to win. And I think it's wonderful for us.

And on the Canadian side, just a detail, detail a little bit about competition and why this is great for America and great for the industry, and great for customers. Intermodal comes in at Halifax, comes in at Montreal, comes in at Vancouver, and comes in at Prince Rupert. And single line haul, they have the Canadians to be able to come into the US be deep into the US and deliver. And we're going to be competitive on that. We're going to be able to come out of the east coast ports and the west coast ports and compete. That's what we want to do. All we care about is let's get let whoever has the best service, best price, and best model to win. And I think it's wonderful for us.

Mark George: And on the Canadian side, just to detail a little bit about the competition and why this is great for America and great for the industry and great for customers. Intermodal comes in at Halifax, comes in at Montreal, comes in at Vancouver, comes in at Prince Rupert, and single line haul they have, the Canadians, to be able to come into the U.S., deep into the U.S., and deliver. And we're going to be competitive on that. We're going to be able to come out of the East Coast ports and the West Coast ports and compete. That's what we want to do.

Prudent people. Mark, anything you want to add? Yeah, you know, I think again we talked about the watershed opportunities. You've got markets like we can really attack in the watershed, like, you know, Houston to Charlotte, for example. Um, Dallas to Columbus, Laredo, uh, Denver to Columbus. There's an awful lot of opportunity here where there's virtually no rail moves; it's all truck moves, and those are big markets. We can start to exchange. So, I think there's opportunity well in excess of the numbers there, but we've made estimates and approximations that get us to the $1.75 billion. But frankly, like Jim is saying, and I'm saying, there's a lot of confidence in that number, and most likely a lot of upside. On the Canadian side, just a detail, detail a little bit about the competition and why this is great for America and great for the industry and great for customers. In our model, we come in at Halifax, we come in at Montreal, we come in at Vancouver.

In at Prince Rupert and single line haul. They have the Canadians to be able to come into the US deep into the US and deliver. And we're going to be competitive on that. We're going to be able to come out of the East Coast ports and the West Coast ports and compete.

Mark George: All we care about is let's get, whoever has the best service, best price, best model to win. And I think it's wonderful for us moving ahead. And then, you know, you have to look at the fact that you just can't really, our opportunity to take share against long haul truck is really amplified here when you start to eliminate the friction of interchanges. So eliminating a lot of those friction points and being able to build blocks and move traffic without an interchange is going to help us take share from truck on the long haul side. Thank you very much.

Mark George: Moving ahead and then, you know, you have to look at the fact that you just can't really. Our opportunity to take share against long haul truck is really amplified here when you start to eliminate the friction of interchanges. So eliminating a lot of those friction points and being able to build blocks and move traffic without an interchange is going to help us take share from truck on the long haul side.

Moving ahead and then, you know, you have to look at the fact that you just can't really. Our opportunity to take share against long haul truck is really amplified here when you start to eliminate the friction of interchanges. So eliminating a lot of those friction points and being able to build blocks and move traffic without an interchange is going to help us take share from truck on the long haul side.

That's what we want to do. All we care about is is let's get let whoever has the best service best price best model to win and I think it's wonderful for us moving ahead and then you know, you have to look at the fact that you just can't really uh

our, our opportunity to take share against Long Haul truck is really Amplified here, when you start to eliminate the friction of interchanges,

Jim Vena: Thank you very much.

So eliminating, a lot of those friction points and being able to, to build blocks and, and, and move traffic without an interchange is going to help us take share from truck on the Long Haul side.

Mark George: One component within that, is it primarily intermodal that we're talking about or is it a big mix of carload as well? It's carload as well. Yeah, it's carloaded as well, that's why we describe the touch points. Yeah, okay. Thank you.

David Brown: One component within that, is it primarily intermodal that we're talking about or is it a big mix of carload as well?

[Analyst 2]: One component within that, is it primarily intermodal that we're talking about or is it a big mix of carload as well?

Mark George: It's carload as well.

Jim Vena: Yeah, it's carload as well. Absolutely, absolutely right. That's why we described the touch points.

Thank you very much, 1 comp 1 component within that is it primarily Intermodal that we're talking about, or is it a big mix of car load as well? No, it's car load as well.

David Brown: Yep, yep. Okay. Thank you.

[Analyst 2]: Yep, yep. Okay. Thank you.

It's Carlo as well. Absolutely. Absolutely. That's why we describe the touch points. Yep.

Jim Vena: Thank you.

Yep. Okay. Thank you.

Jason Seidl: Next question will be from Jason Seidl at TD Cowen. Please go ahead. Thank you, operator.

Operator: Next question will be from Jason Seidl at TD Cowen. Please go ahead.

Thank you.

David Brown: Thank you. Operator, Jim Marconteen. Congratulations. Wanted to dive a little bit more into the synergy side of things and talk about the conversions. Clearly the rail industry is lost share to the truck market over the last couple years. How much has been lost at least in your estimation, in the longer length haul lanes? And then when you look at the synergy numbers that you've given us, you know, does that assume that there's no reaction by the other two to create another transcontinental railroad to compete with you, or is that on a combined basis as well?

[Analyst 1]: Thank you. Operator, Jim Marconteen. Congratulations. Wanted to dive a little bit more into the synergy side of things and talk about the conversions. Clearly the rail industry is lost share to the truck market over the last couple years. How much has been lost at least in your estimation, in the longer length haul lanes? And then when you look at the synergy numbers that you've given us, you know, does that assume that there's no reaction by the other two to create another transcontinental railroad to compete with you, or is that on a combined basis as well?

Next question will be from Jason Sidle at TD Cowen. Please go ahead.

Jason Seidl: Jim, Mark and team, congratulations. I wanted to dive a little bit more into the synergy side of things and talk about the conversions. Clearly, the rail industry has lost share to the truck market over the last couple of years. How much has been lost, at least in your estimation, in the longer length haul lanes?

Jim Venna: And then when you look at the synergy numbers that you've given us, does that assume that there's no reaction by the other two to create another Transcontinental Railroad to compete with you, or is that on a combined basis as well? Listen, the truck market is huge. And we're not saying that we have the capability to take trucks out of everywhere. There's certain length of haul where the truck has an advantage. There's certain types of business that need a truck. And I think we're mutually, we can work together to win even more business and help with the transformation that's happening on the industrial side in the United States of America right now.

Thank you, operator. Uh, Jim markinson. Congratulations. Uh, I wanted to dive a little bit more um, into um the Synergy side of things and talk about the conversions. Clearly, the rail industry is is lost. Share to the truck Market over the last couple years. Uh, how much has been lost at least in your estimation in the longer uh, length Hall Lanes? And then when you look at the Synergy numbers that you've given us, you know, does

Is that assume that there's no reaction by the other 2 to create another Transcontinental Railroad to compete with you or is that on um a combined basis as well?

Jim Vena: Listen, the truck market is huge. And we're not saying that we have the capability to take trucks out of everywhere. There's certain length of haul where the truck has an advantage. There's certain types of business that need a truck. And I think we're mutually. We can work together to win even more business and help with the transformation that's happening on the industrial side in the United States of America right now. So, the way we look at it is the opportunity is there for us to be able to sell that model and end to end closer to what the customers have, extend the reach, and not have that handoff. I give the example for people that aren't railroaders. I know. I've read a lot of your articles lately. So you're a railroader just like I am. Okay.

Jim Venna: So the way we look at it is the opportunity is there for us to be able to sell that model and end to end closer to what the customers have, extend the reach and not have that handoff.

Jim Venna: I give the example for people that aren't railroaders. I know I've read a lot of your articles lately. So you're a railroader, just like I am. Okay.

Jim Venna: And at the end of the day is, I would like to have in the United States of America, that if you cross the Mississippi, and you were flying from one end of the country to the You'd have to get on the plane in New York, get off in Chicago at O'Hare, change planes. change carrier and go to another airline to go to L.A. That's what we do. And book two tickets to do it. Book two tickets to do that. With two different companies. Exactly. So, that's how we treat freight in our country. Our customers have to deal with that.

Jim Vena: At the end of the day, how would you like to have, in the United States of America, that if you cross the Mississippi and you were flying from one end of the country to the other, you'd have to get on the plane in New York, get off in Chicago at O'Hare, change planes, change carrier, and go to another airline to go to LA? That's what we do.

At the end of the day, how would you like to have, in the United States of America, that if you cross the Mississippi and you were flying from one end of the country to the other, you'd have to get on the plane in New York, get off in Chicago at O'Hare, change planes, change carrier, and go to another airline to go to LA? That's what we do.

Listen, we the truck Market is is huge and we're not saying that we have the capability to take trucks out of everywhere. There's certain length of haul where the truck has an advantage. There's certain types of business that need a truck and I think we're mutually we can work together to win. Even even more business and help with the transformation that's happening on the industrial side in the United States of America right now. So the way we look at it is the opportunity is there for us to be able to sell that model and end to end closer to what the customers have extend the reach and not have that handoff, I give the example for people that aren't railroaders. I know, I've read a lot of your articles lately so you're a Railroader just like I am. Okay. And at the end of the day is I would you like to have in the United States of America that if you cross the Mississippi and you were flying from 1 end of the country to the other, you'd have to get on the plane and you York get off in Chicago at O'Hare.

Change planes.

Mark George: Book two tickets to do it.

Jim Vena: Book two tickets to do that.

Mark George: Two different companies.

Jim Vena: Exactly. So.

Mark George: But that's how we treat freight in our country, our customers.

Jim Venna: Well, my interchange is Newark, so it's pretty bad. Oh, sorry about that. I apologize. Mine's Omaha. It's very simple to get to.

David Brown: My interchange is Newark, so it's pretty bad.

[Analyst 1]: My interchange is Newark, so it's pretty bad.

Jim Vena: Sorry about that. I apologize. Mine's Omaha. It's very simple to get to. Thank you very much for the question.

Change carrier, and go to another airline to go to La. And that's what we do in book. 2 tickets to do it Book. 2 tickets to do that, with 2 different companies. Exactly. So so, but that's how we, that's how we treat Freight in our country. Our customers, my interchange is newer, so it's pretty bad. Oh, sorry about that, I apologize.

David Vernon: Thank you very much for the question. Hey guys, thanks for taking the questions. First of all, congratulations. And Jim, for what it's worth, I'm a big fan of neck control. So good job on that. Morning, David.

Mine's Omaha. It's very simple to get to.

David Brown: Thanks, guys.

[Analyst 2]: Thanks, guys.

Thank you very much for the question.

Operator: Thank you. Next question will be from David Vernon at Bernstein. Please go ahead.

David Brown: Hey, guys, thanks for taking the question. First of all, congratulations. And Jim, for what it's worth, I'm a big fan of NetControl, so good job on that.

[Analyst 2]: Hey, guys, thanks for taking the question. First of all, congratulations. And Jim, for what it's worth, I'm a big fan of NetControl, so good job on that.

Thanks guys. Thank you. Next question, will be from David Vernon at Bernstein. Please go ahead.

Mark George: Morning, David.

Jennifer Hayman: So with the revenue synergy number of 1.75, I know Jennifer, you said it's a mix of car load and intermodal, can you kind of put a finer point on what percentage is car load versus intermodal? And should we be thinking about this as all sort of incremental industry, incremental revenue to the railroad industry? Or is there also some diversion contemplated in the revenue synergy number? Thanks. Yeah, I appreciate the question, but you know that I'm not going to give you that level of specificity, but you heard in Jim's remarks, I mean, we're expecting to convert traffic, certainly bring new business onto the rail.

David Brown: So, with the revenue synergy number of 1.75, I know, Jennifer, you said it's a mix of carload and intermodal. Can you kind of put a finer point on what percentage is carload versus intermodal? And should we be thinking about this as all sort of incremental industry, incremental revenue to the railroad industry, or is there also some diversion contemplated in the revenue synergy number? Thanks.

[Analyst 2]: So, with the revenue synergy number of 1.75, I know, Jennifer, you said it's a mix of carload and intermodal. Can you kind of put a finer point on what percentage is carload versus intermodal? And should we be thinking about this as all sort of incremental industry, incremental revenue to the railroad industry, or is there also some diversion contemplated in the revenue synergy number? Thanks.

Hey guys. Uh, thanks for taking the questions. First of all, congratulations and Jim for what it's worth. I'm a a big fan of that control. Uh, so good job on that, um, well more than David.

Jennifer Hamann: Yeah, I appreciate the question, but you know that I'm not going to give you that level of specificity, but you heard in Jim's remarks. I mean, we're expecting to convert traffic, certainly bring new business onto the rail. That's a very big part of this transaction. But we also think it will position us very well competitively against our peers as well.

Jason Zampi: That's a very big part of this transaction. But we also think it will position us very well competitively against our peers as well. Jason, anything to add? We've kept you out of this discussion. Anything else? No, I think Jennifer hit it really well.

Jim Vena: Jason, anything to add? Like they've kept you, we've kept you out of this discussion. Anything else?

Percentages of car load versus intermodal, and should we be thinking about this as all sort of incremental industry in incremental revenue to the railroad industry? Or is there also some diversion contemplated in the revenue? Synergy number, thanks. Yeah, I appreciate the question, but you know that I'm not going to give you that level of specificity. But you heard in Jim's remarks, I mean, we're expecting to convert traffic, certainly bring new business onto the rail. That's a very big part of this transaction, but we also think it will position us very well competitively against our peers as well.

Jason Zampi: No, I think Jennifer hit it really well. A lot of opportunities on the revenue side, and I think we haven't talked much about the cost side, but there's great opportunities there. I think two of the biggest areas in our purchasing strategies as well as our technology and how we combine that.

Jason anything to add like they've kept, you kept, we kept you out of this discussion. Anything else?

Jason Zampi: A lot of opportunities on the revenue side and I think, you know, we haven't talked much about the cost side, but there's great opportunities there. I think two of the biggest areas are purchasing strategies as well as our technology and how we combine that. Excellent.

No, I think Jennifer hit it really well. A lot, a lot of um

Jim Vena: Excellent. Thank you very much for the question.

Jennifer Hayman: Thank you very much for the question.

Stephanie Moore: Next question will be from Stephanie Moore at Jeffreys. Please go ahead. Good morning, Stephanie. Hi, Jeff. Good morning. Thanks, everybody.

Operator: Next question will be from Stephanie Moore at Jefferies. Please go ahead. Good morning. Thanks, everybody. Maybe just continuing on the conversation in terms of the revenue synergies, if you.

Operator: Next question will be from Stephanie Moore at Jefferies. Please go ahead.

Opportunities on the revenue side and I think, you know, let's we we haven't talked much about the cost side, but there's there's uh, you know, great opportunities there. I think 2 of the biggest areas in our you know, purchasing strategies as well as our our uh technology and how we get how we um combined that. Yeah. Excellent. Thank you very much for the question.

Next question will be from Stephanie Moore at Jeffrey's. Please go ahead.

[Analyst 2]: Good morning. Thanks, everybody. Maybe just continuing on the conversation in terms of the revenue synergies, if you.

Mark George: Maybe just continuing on that conversation in terms of the revenue synergies, if you could talk a little bit about any conversations that you've had with customers, either, you know, leading into this deal or you plan to have coming out of this deal and how you're maybe looking to just address, you know, any potential concerns around, you know, network issues, you know, post-close, but also to really, you know, come after and kind of take this incremental share from truck as well. Thank you. Let me just start by saying I think we're both coming from a wonderful position of strength right now when it comes to our service product.

Jennifer Hamann: Could talk a little bit about any?

Could talk a little bit about any?

Operator: Conversations that you've had with customers either, you know, leaning into this deal or you plan to have coming out of this deal and how you're maybe looking to just address, you know, any potential concerns around, you know, network issues, you know, post close, but also to really, you know, come after and kind of take this incremental share from Truck as well. Thank you.

Conversations that you've had with customers either, you know, leaning into this deal or you plan to have coming out of this deal and how you're maybe looking to just address, you know, any potential concerns around, you know, network issues, you know, post close, but also to really, you know, come after and kind of take this incremental share from Truck as well. Thank you.

Good morning, thanks everybody. Um, maybe you just continuing on the conversation on in terms of the revenue synergies. If you could talk a little bit about any conversations that you've had with with customers, um, either you know, leading into the field or if you plan to have coming out of the steel and how you're maybe looking to just address, you know, any potential concerns around, you know, network issues.

Mark George: Let me just start by saying I think we're both coming from a wonderful position of strength right now when it comes to our service products. I know on the NS side, our net promoter score is as high as it's ever been. Our customers are quite pleased, and I know we hear the same thing on the up side with regard to customer satisfaction. So I think that customers generally are going to feel as though this is going to provide them more opportunity to leverage that good service product that they've been receiving and give us more share going forward. Jim.

You know, post close but also to really, you know, come after and and and kind of take this incremental share from from truck as well. Thank you.

Mark George: I know on the NS side, you know, our net promoter score is as high as it's ever been. Our customers are quite pleased, and I know we hear the same thing on the UP side with regard to customer satisfaction. So I think that customers generally are going to feel as though this is going to provide them more opportunity to leverage that good service product that they've been receiving and give us more share going forward.

Jim Vena: Mark, you know what? I think you've done a great job of summarizing the way we're moving forward. So thank you very much for the question.

Mark George: Mark, you know what, I think you've done a great job of summarizing it the way we're moving forward, so thank you very much for the question.

Let me just start by saying, I think we're both coming from a, a wonderful position of strength right now. When it comes to our service product, uh, I know on the NS side, you know our net promoter scores as high as it's ever been. Our customers are quite pleased and I know we hear the same thing on the up side with uh, regard to customer satisfaction. So I think that customers generally are going to feel as though this is going to provide them more opportunity to leverage that good service product that they've been receiving. Uh and give us more share going forward, Jim

Mark, you know what? I think you've done a great job of summarizing it the way we're moving forward. So, thank you very much for the question.

Bascome Majors: Next question will be from Bascom Majors at Susquehanna, please go ahead. Morning, Bascom. Good morning. Morning, Jim. Morning, Mark.

Operator: Next question will be from Bascom Majors at Susquehanna. Please go ahead.

Jim Vena: Morning, Bascom.

Mark George: Morning, Bascom.

Next question will be from Bascom Majors as task Guana. Please go ahead.

David Brown: Good morning. Morning, Jim. Morning, Mark. Can we go back to an earlier question? I know we'll get the detail from the lawyers on the origin story here when you file the proxy for the shareholder votes. But how long have you been talking beyond the sketches in your notebook, Jim, more seriously here? And did you speak to the other Eastern Rail and what ultimately pushed you into this one being the right one, the biggest one or two reasons? Thank you.

[Analyst 2]: Good morning. Morning, Jim. Morning, Mark. Can we go back to an earlier question? I know we'll get the detail from the lawyers on the origin story here when you file the proxy for the shareholder votes. But how long have you been talking beyond the sketches in your notebook, Jim, more seriously here? And did you speak to the other Eastern Rail and what ultimately pushed you into this one being the right one, the biggest one or two reasons? Thank you.

Jim Venna: Can we go back to an earlier question? I know we'll get the detail from the lawyers on the origin story here when you file the proxy for the shareholder votes. But, you know, how long have you been talking, you know, beyond the sketches in your notebook, Jim, more seriously here? And, you know, did you speak to the other Eastern Rail and what ultimately pushed you into this one being the right one, the biggest one or two reasons? Thank you. Well, I tried to clear this up at the very start about how all this started, but Bascome, we have been talking, and our board, and I'm absolutely sure Mark can jump in here, our board .

Morning. Bask morning. Good morning. Good morning, Jim. Good morning, Mark. Um, can we go back to an earlier question? I know we'll get the...

Detail from the lawyers on the origin story here, when you file the proxy for the shareholder votes. But you know, how long have you been talking? You know, beyond the, the sketches in your notebook? Jim more seriously here. And, you know, uh,

Jim Vena: Well, I tried to clear this up at the very start about how all this started. But Bascom, we have been talking and our board and I'm absolutely sure Mark can jump in here, our board, when we started to talk about this internally and what we saw, the benefits for customers, benefits on service, and benefits for America, my board really went through it in detail to make sure that we were doing the right thing for Union Pacific. And we wanted to also make sure that whoever our partner was, was the best partner for us. That we saw the best capability moving forward, forward. And that's what we've done.

Did you speak to the other Eastern railroads, and what ultimately pushed you into this one? Being the right one, the biggest one, or two reasons. Thank you.

Well, I tried to clear this up at the very start about how this all started, but Baskin.

Jim Venna: When we started to talk about this internally and what we saw, the benefits for customers, benefits on service, and benefits for America. My board really went through it in detail to make sure that we were doing the right thing for Union Pacific. And we wanted to also make sure that whoever our partner was, was the best partner for us that we saw the best capability moving forward. And that's what we've done. And it took months, not years, but it took months from when we first talked. And I give Mark credit. He came in for a top-to-top and he said, you know, growth and what do you think?

we have, we have been talking and our board, and I'm absolutely sure and Mark can jump in here our board

When we started to talk about this internally, we saw that the benefits for customers, benefits on service, and benefits for America.

My board really went through it. In detail, to make sure that we were doing the right thing for Union Pacific.

Jim Vena: It took months, not years, but it took months from when we first talked, and I give Mark credit. He came in for a top to top, and he said how, you know, growth and what do you think? And that sort of spurred something that we already had. So we're talking months away, and when we start to work through. I'm not going to get into any detail about any other conversations with any. That's just not the way business should be handled. But we worked through this, Mark and I hand in hand, and their boards, and our board, and we've had a lot of discussions about this to get it to the finish line. It's amazing how much even with a small team, well, I guess maybe a little larger team than I thought originally that we had on it, that it didn't matter.

It took months, not years, but it took months from when we first talked, and I give Mark credit. He came in for a top to top, and he said how, you know, growth and what do you think? And that sort of spurred something that we already had. So we're talking months away, and when we start to work through. I'm not going to get into any detail about any other conversations with any. That's just not the way business should be handled. But we worked through this, Mark and I hand in hand, and their boards, and our board, and we've had a lot of discussions about this to get it to the finish line. It's amazing how much even with a small team, well, I guess maybe a little larger team than I thought originally that we had on it, that it didn't matter.

Jim Venna: And that sort of spurred something that we already had. So we're talking months away. And when we start to work through, I'm not going to get into any detail about any other conversations with anybody. That's just not the way a business should be handled. But we worked through this, Mark and I, hand in hand, and their boards and our board. And we've had a lot of discussions about this to get it to the finish line. It's amazing how much, even with a small team, well, I guess maybe a little larger team than I thought originally that we had on it, that it didn't matter as soon as we said something the last couple of weeks, something would come out.

And we wanted to also, make sure that whoever our partner was was the best partner for us that we saw the best capability moving forward, and that's what we've done and it took months, not years. But it took months from when we first talked, and, uh, I give Mark Credit. He came in for a top to top and, and he said how, you know growth and what do you think? And and that sort of spurred something that we already had. So, we're talking months away and when we started the work through, I'm not going to get into any detail about any other conversations with anybody. That's just not

The way business should be handled—but, uh, we worked through this, Mark and I, hand in hand.

Jim Vena: As soon as we said something the last couple weeks, something would come out. So we needed to move fast, which we did. Mark, anything you want to add?

As soon as we said something the last couple weeks, something would come out. So we needed to move fast, which we did. Mark, anything you want to add?

Mark George: So we needed to move fast, which we did. Mark, anything you want to add?

Mark George: No, you nailed it.

Mark George: No, that's – you nailed it. Okay.

Jim Vena: Okay, thank you very much.

[Analyst 2]: Okay, thank you very much.

Walter Spracklin: Thank you very much. Thank you.

Mark George: Thank you, Pascal.

Walter Spracklin: Next question will be from Walter Spracklin at RBC Capital Markets. Please go ahead. Thanks very much. Good morning, everyone. Congrats on the deal.

Operator: Next question will be from Walter Spracklin at RBC Capital Markets. Please go ahead.

And, um, their boards, and our board. And we've had a lot of discussions about this, to get it to the Finish Line. It's amazing how much, uh, even with a small team. Well, I guess maybe a little larger team than I thought originally that we had on it that, uh, it didn't matter. As soon as we said something the last couple weeks something would come out. So we needed to move fast which we did Mark any anything you want to add. No, that's that's you nailed it. Okay, thank you very much. Thank you B.

David Brown: Thanks very much. Good morning, everyone. Congrats on the deal. I want to start with the CapEx question. I know you mentioned your run rate for free cash flow. Can you give your implied annual CapEx run rate that drives that free cash flow? And Jennifer, did you say $2 billion in one-time CapEx to achieve the $2.75 billion in synergy? I guess my question there is, where are the pass-through points here, and how much investment has to be made for you to avoid Chicago or push through within Chicago or not Chicago at all? Is there short lines that you're contemplating to make that more fluid? Just curious as to the level of project investment that would be required to increase the connectivity between the two companies.

[Analyst 2]: Thanks very much. Good morning, everyone. Congrats on the deal. I want to start with the CapEx question. I know you mentioned your run rate for free cash flow. Can you give your implied annual CapEx run rate that drives that free cash flow? And Jennifer, did you say $2 billion in one-time CapEx to achieve the $2.75 billion in synergy? I guess my question there is, where are the pass-through points here, and how much investment has to be made for you to avoid Chicago or push through within Chicago or not Chicago at all? Is there short lines that you're contemplating to make that more fluid? Just curious as to the level of project investment that would be required to increase the connectivity between the two companies.

Next question will be from Walters spracklin at RBC Capital markets. Please go ahead.

Jennifer Hayman: I want to start with the CAPEX question. I know you mentioned your run rate for free cash flow. Can you give your implied annual CAPEX run rate that drives that free cash flow? And Jennifer, did you say $2 billion in one-time CAPEX to achieve the $2.75 in Synergy? I guess my question there is where are the pass-through points here and how much investment has to be made for you to avoid Chicago or push through within Chicago or not Chicago at all? Is there short lines that you're contemplating to make that more fluid? Just curious as to the level of project investment that would be required to increase the connectivity between the two companies.

Jennifer Hamann: Well, thank you for that question. So first of all, we're spending about $5.6 billion this year. That's the combined between the two companies. I think you've seen us both be very disciplined in terms of our CapEx approach. We've, you know, going to invest for growth, we're going to invest for safety and service. And we will stick to those principles throughout the next, you know, 22 months or so that it takes to have this transaction approved. And then going forward, that's always our first use of capital dollars, cash dollars, is to invest in, back into the business. That's our best investment.

Jennifer Hayman: Well, thank you for that question. So first of all, you know, we're spending about $5.6 billion this year. That's the combined between the two companies. I think you've seen us both be very disciplined in terms of our CapEx approach. We've, you know, going to invest for growth, we're going to invest for safety and service. And we will stick to those principles throughout the next, you know, 22 months or so that it takes to have this transaction approved. And then going forward, that's always our first use of capital dollars, cash dollars, is to invest it back into the business.

Um, I I want to start with the the, the capex question. I know you. You mentioned, um, your your run rate for free cash flow. Can you give your implied annual capex, run rate, that that drives? That free cash flow and and Jennifer, did you say 2 billion in 1 time? Capex to achieve the 2.75 in in Synergy. Uh, I guess my question there is is is where where are the pass through points here? And how much investment has to be made for you, to, to avoid Chicago, or or push push through within Chicago or not, not Chicago at all? Um, is there a short lines that you are contemplating to, to make that more fluid just curious as to the level of uh, uh project, uh investment, that would be required to increase the connectivity between the 2 companies.

Thank you for that question. So first of all, you know, we're spending about $5.6 billion this year. That's the combined amount between the two companies. I think you've seen us both be very disciplined in terms of our capex approach. We've, uh, you know, going to invest for growth, we're going to invest for safety and service, and we will stick to those principles throughout, uh, the next, you know,

Jennifer Hayman: That's our best investment, as I think you know. In terms of the $2 billion, you know, we see that largely around tech integration, because that will be extremely, extremely important to connect this net control system that we've just been talking about with NS's system, leverage some of their systems with ours. Think about our progressive gate technology that you've heard us talk about. NS, I think, has 50 plus intermodal ramps. That's a huge opportunity for us to deploy that system and gain productivity through that deployment. And then, of course, you think about siding extensions, and you think about the length of the trains that we run and how we want to seamlessly interchange and run those intermodal trains and manifest trains east-west.

Jennifer Hamann: As I think, you know, in terms of the $2 billion, you know, we see that largely around tech integration because that will be extremely, extremely important to connect this NetControl system that we've just been talking about with NS's system, leverage some of their systems with ours. Think about our Progressive Gate technology that you've heard us talk about. NS I think has 50-plus intermodal ramps. That's a huge opportunity for us to deploy that system and gain productivity through that deployment. And then of course you think about siding extensions. You think about the length of the trains that we run and how we want to seamlessly interchange and run those intermodal trains and manifest trains east, west. That will be an important part of that.

As I think, you know, in terms of the $2 billion, you know, we see that largely around tech integration because that will be extremely, extremely important to connect this NetControl system that we've just been talking about with NS's system, leverage some of their systems with ours. Think about our Progressive Gate technology that you've heard us talk about. NS I think has 50-plus intermodal ramps. That's a huge opportunity for us to deploy that system and gain productivity through that deployment. And then of course you think about siding extensions. You think about the length of the trains that we run and how we want to seamlessly interchange and run those intermodal trains and manifest trains east, west. That will be an important part of that.

Jim Venna: That will be an important part of that. Obviously, there's still a lot of details to work out there, but at a high level, that's really how we're thinking about it. You know, I think sometimes people are mistaken about the discussion about Chicago and Memphis and New Orleans and interchange points. So Chicago works for us, it really does, but you're interchanging and you're sitting there with rail cars having to sit. What we're talking about is, Walter, is you take a train and you run it between our combined network and it's just a crew change and you keep on going.

Jennifer Hamann: Obviously there's still a lot of details to work out there, but at a high level that's really how we're thinking about it.

Obviously there's still a lot of details to work out there, but at a high level that's really how we're thinking about it.

Jim Vena: You know, I think sometimes people mistake about the discussion about Chicago, Memphis, and New Orleans, and interchange points. So Chicago works for us, it really does. But you're interchanging and you're sitting there with rail cars having to sit. What we're talking about is, Walter, you take a train and you run it between our combined network, and it's just a crew change and you keep on going. That's the big benefit. We don't see a huge amount of business changing from Chicago to go to Memphis or go to New Orleans because the outer route miles just don't add up, don't make a particle of sense. But if we can be smoother, cleaner the way we interchange, Walter, that's what is the real important piece of it.

22 months or so that it takes to have this transaction, uh, approved. And then going forward, that's always our first use of capital of dollars. Cash dollars is to invest it back into the business. That's our, our best investment as I think, you know, in terms of the 2 billion, you know, we see that largely around Tech, uh, integration because that will be extremely, extremely important to connect this net control system that we've just been talking about with NSS system leverage, some of their systems with ours, think about our Progressive gate technology that you've heard us talk about. Uh, and that's I think has 50 plus Intermodal ramps. That's a huge opportunity for us to deploy that system and gain productivity through that deployment. And then, of course, you think about sighting extensions, we take when you think about the length of the trains, uh, that we run and how we want our seamlessly interchange, and run those Intermodal trains and manifest trains, uh, East West, that will be an important part of that obviously is still a lot of details to work out there but at a high level that's really how we're thinking about it.

Jim Venna: That's the big benefit. We don't see a huge amount of business changing from Chicago to go to Memphis or go to New Orleans because the outer route miles just don't add up, don't make a particle of sense. But if we can be smoother, cleaner, the way we interchange, Walter, that's what is the real important piece of it. And on capital, everybody always thinks about capital and they think about it on what are we doing with locomotives, what are we doing with this? We have developed systems at Union Pacific and so has Norfolk Southern, some really good systems that improve productivity and how we handle ties, how we give track work time, how we replace rail and do that.

You know, I think, I think sometimes people mistaken about the discussion about Chicago and Memphis and New Orleans and uh, interchange points. So, Chicago works for us, it really does. But your interchanging and your, your sitting there with rail cars, having to sit what we're talking about is is uh, Walter is you take a train and you run it between our combined Network and it's just a crew change and you keep on going. That's the big benefit. We don't see a huge amount of business.

Jim Vena: On capital, everybody always thinks about capital, and they think about it on what are we doing with locomotives, what are we doing with this? We have developed systems at Union Pacific, and so has Norfolk Southern, some really good systems that improve productivity and how we handle ties, how we give track work time, how we replace rail, and do that. So those are the things that you combine and put together. We've identified $2 billion that from technology and everything else that we think to be able to combine these two companies and make sure that it truly operates seamlessly as a one railroad when we're moving our products is in the best way possible. So we've done again a lot of work to get to that number. I'm hoping we can do it for $1.7. Thank you very much.

On capital, everybody always thinks about capital, and they think about it on what are we doing with locomotives, what are we doing with this? We have developed systems at Union Pacific, and so has Norfolk Southern, some really good systems that improve productivity and how we handle ties, how we give track work time, how we replace rail, and do that. So those are the things that you combine and put together. We've identified $2 billion that from technology and everything else that we think to be able to combine these two companies and make sure that it truly operates seamlessly as a one railroad when we're moving our products is in the best way possible. So we've done again a lot of work to get to that number. I'm hoping we can do it for $1.7. Thank you very much.

Changing from Chicago to go to Memphis or go to New Orleans because the outer route miles just don't add up, don't make a particle of sense. But if we can be smoother cleaner the way we interchange, uh, Walter that's what is the, real important piece of it. And on Capitol,

Jim Venna: So those are the things that you combine and put together. And we've identified $2 billion from technology and everything else that we think to be able to combine these two companies and make sure that it truly operates seamlessly as one railroad when we're moving our products is in the best way possible. So we've done, again, a lot of work to get to that number. I'm hoping we can do it for 1.7. Thank you very much. Appreciate the time.

It on. What are we doing with locomotives? What are we doing with this? We have developed systems that Union Pacific? And so has Norfolk, Southern some really good systems that improve productivity and how we handle ties, how we give track work time, how we how we replace Rail and do that. So those are the things that you combine and put together and we've identified 2 billion that from technology and everything else that we think to be able to combine these 2 companies, and make sure that it's truly operates seamlessly as a 1 Rail Road, when we're moving our products is, uh, in the, the best way, possible. So, we've done again, a lot of work to get to that number, I'm hoping we can do it for 1.7.

David Brown: Appreciate the time.

[Analyst 2]: Appreciate the time.

Jim Venna: At this time, I would like to turn the call back over to Jim. Okay. Well, listen, everyone, thank you very much. We appreciate you all taking the time this morning to come in and join Mark and I.

Operator: At this time I would like to turn the call back over to Jim.

Thank you very much. I appreciate the time.

Jim Vena: Okay, well listen everyone, thank you very much. We appreciate you all taking the time this morning to come in and join Mark and I. Mark, sorry for jumping on your quarterly call, but at the end of the day, Mark, I'm very pleased with this combination, this merger. I'm really pleased to get through this in the next 22 months and get it done. And we will deliver a railroad that is like none other in North America, that provides the best service for customers, best cost effective way to move products across the country. And I'm very excited. Mark, any last words?

Mark George: Mark, sorry for jumping in on your quarterly call. But at the end of the day, Mark, I'm very pleased with this combination, this merger. I'm really pleased to get through this in the next 22 months and get it done. And we will deliver a railroad that is like none other in North America that provides the best service for customers. The best cost-effective way to move products across the country, and I'm very excited.

Everyone, thank you very much. We appreciate you all taking the time this morning to come in and, and join Mark. And I Mark, sorry for jumping on on your, uh, on your quarterly call. But, uh, at the end of the day, Mark, um, I'm very pleased to with this combination this merger

Really pleased to to get through this in the next 22 months, and get it done. And, uh, we will deliver a railroad that is, like, none other in North America. That provides the best service for customers.

Mark George: Mark, any last words? Yeah, look, we're really excited to be combining two great railroads, the two greatest in the country, to create the first intercon, transcontinental railroad, I should say, and, you know, I'm extremely proud of where we've come just in these past few months to arrive at a deal, and I think we're going to transform industry. So we're making history together here, and thanks for joining us on the call. Thank you very much, everyone. Have a good day. Thank you.

Mark George: Yeah, look, we're really excited to be combining two great railroads, the two greatest in the country, to create the first intercon transcontinental railroad, I should say. And you know, I'm extremely proud of where we've come just in these past few months to arrive at a deal. And I think we're going to transform industry. So we're making and history together here. And thanks for joining us on the call.

Best cost-effective way to move products across the country. And I'm very excited. Mark, any last words? Yeah, look, we're really excited to be combining two great railroads and two of the greatest in the country to create the first intercom.

Jim Vena: Thank you very much everyone. Have a good day.

Making history together here and thanks for joining us on the call.

Operator: Thank you. Ladies and gentlemen, this does indeed conclude your conference call for today. Once again, thank you for attending. And at this time we ask that you please disconnect your lines.

Thank you very much. Everyone have a good day.

Unknown Executive: Ladies and gentlemen, this does indeed conclude your conference call for today. Once again, thank you for attending. And at this time, we ask that you please disconnect your line.

Thank you, ladies and gentlemen. This doesn't de conclude your conference call for today. Once again, thank you for attending. And at this time we ask that you please disconnect your lines

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