Union Pacific Corporation ($UNP)

All right. Everybody can take your seats, please. We're going to go ahead and get started with our next presentation. So Union Pacific, Jim Vena, CEO, Jennifer Hamann, CFO. Thanks very much for being here. I know, again, DC is probably your second home here for the most part. But I appreciate you coming over making time for us as well.

You say it was my second home? It's actually Scottsdale, Arizona. That's where I'd like to be this morning. I think it's 85 degrees there today. It would be a beautiful day. My grandkids are there. So that's my second home. But go ahead. Sorry for interrupting.

No problem. Well, we do have a couple of slides here, right? So I don't know, Jennifer, you want to kick us off here and get things rolling?

Jim is in control. Okay. Obviously, you got a little cautionary information.

So it is funny is as we had the boiler plate was maybe just a couple of lines or a couple of small paragraphs. And after we get into the merger, I'm just about afraid to read it. Every time I read this thing, it basically says don't believe anything I say, or go talk to somebody else to verify it. But bottom line is that's online, go through it. We always talk about things that we're looking forward. So if there's any question to make sure you get a hold of us. And that really only a couple of slides. I'd like to talk about, and let's just talk about it real quick. One is, is to change up, if you've heard me speak before, a little bit about where we are as a railroad right now. Safety is really important for us, and we ended up the year as the safest railroad in Class 1 railroad when it came to people coming to work and going home. And these are FRA stats, not our own stats. So that's a great place to be. And our partner in this, our merger partner, Norfolk Southern was the safest when it came to derailments and the incidents. So we love that combination of how do we learn from each other when this thing comes together and how do we continue to be the best. Now the railroad industry is way better than we were. So this is not a slide on anybody because I think the whole industry is -- had a 2025 that was the best year ever. But at the end of the day, we know that we have to move and get better. So service is real good. Sorry, safety is in the right place headed the right way. When it comes to service, we think -- and we've got to be careful because we measure ourselves and we get feedback from customers that we had the highest level of service at Union Pacific has ever had. But on top of that, we think it was the best service in the industry as far as delivering what we sold to our customers. Now I just want to talk about, and this is really important is people ask us what's the railroad like? What kind of capacity do you have? And what have you done? So this is a clear, nice, easy representation that since 2019, we have with the more traffic, we grew last year at 113,000 carloads. But with more traffic, we actually operate 24% less trains. So we've been able to remove the number of trains starts and number of trains operating by basically 1/4 and be able to operate the same amount of business or more. That's who we are at Union Pacific. That capacity was built for that additional 24% in trains. Our terminals were built for a certain amount of capacity. So we've done the same thing in the terminals. We've taken places like Inglewood in Houston from 2,200 cars capability to over 3,000 cars capability. We don't operate 3,000 cars over that, but it gives us that buffer that we want. And I wanted to -- this is a great representation to think about as we bring in the 2 million loads that we've talked about that we see as an opportunity out there, we'll be able to put them on the railroad without spending or worried about whether we have the capacity. And anybody who's heard me speak, knows we keep 500 locomotives ready to go. We wouldn't go out and buy 500 locomotives to have them ready to go, but we have them because we have over 1,000 of them excess because of the efficiency we put in the system. So we're in a good place. Jennifer, next slide. And listen, I've talked a little bit, but this slide clearly shows the key measures that we use on to judge ourselves against ourselves and against the industry because you're always competing against the industry. Freight car velocity, very happy where we are. That sped up cars. Our customers have win when you -- freight car velocity increases, they need less cars to be able to handle the same amount of product. They need less inventory to be able to do that. And when we merge, we'll take it up to another level by removing touch points that we have. You can see where our service performance index is. That is a -- instead of precipitation down, that is an amalgamation of all everything that we have with individual customers. It's not a high-level number where we're measuring train speed or we're measuring something else and claiming that we do real well. Customers don't care what train speed is. What they care about is did you move that railcar from origin to destination? Did you show up in the window you told them and did you deliver it in the time frame that you said undamaged? So I'm going to stop there. Great workforce productivity, great train length, locomotive productivity. And that translates to something that precipitates out and that's our operating ratio. And those operating ratios without naming any of the other railroads are absolutely, we took off some of the noise property sales, different things that actually don't tie in to how we're operating. So I think we're in a good place. And Jennifer can talk a little bit about the quarter where we are so far, and then we'll take some questions, Brian.

Yes. So from the first quarter standpoint, really a good start to the quarter, both operationally and from a volume standpoint. If you look at the volumes on the right-hand side. So right now, through the first 10 weeks on the AAR car loadings were basically flat. And if you go from the bottom up, you think about the premium piece for us, that's intermodal and it's automotive. International Intermodal, we knew we had a very tough comparison year-over-year, that's down. We're actually seeing growth though in the domestic side, and that's really supported by that strong service product that Jim talked about just a minute ago. On the finished vehicle side, that demand is still a little bit weak, down about 7%, both on the finished vehicles and parts side to start the year. Industrial, up 4%. That's a great new story for us. It's the -- in many ways, the heart and sold the UP franchise, great business development, continued strong growth in that Texas Gulf Coast region. Industrial chems, plastics, that's up about 7%. You are still seeing some weakness, though, when you think about the residential housing construction, forest products, I think, is down about 6% quarter-to-date. So little bit of a mixed bag, but still up 4% positive. On the bulk side, plus 14%, continued great story there, both on the grain and the coal side. Both loadings for those products are up about 17% quarter-to-date. So great demand there. And again, with the railroad operating as well as it is fluid, we're picking up every carload that our customers have available to us and delivering that to them in a very efficient manner. Mix for the quarter is probably a little bit positive, pretty similar to what we saw in the fourth quarter. Probably can't sit here and not mention fuel because I know that's been something that all the roads have been talking about. Fuel prices, certainly, we came into the year, we were thinking about $2.35 a gallon. Right now, we're probably looking at a number that's probably closer to $270 a gallon for the quarter, which is up about $0.20 or so from where we finished 2025. But I will say we've seen some spot prices as high as $390. So a lot of volatility there in terms of pricing. And as you all know, we have a couple of month lag there in terms of our fuel surcharge mechanism. So it's going to impact the expense side some in the first quarter. But that's where the work that we do to be more fuel efficient. We had a record consumption rate in 2025, continuing to do things to widen that gap between rails and trucks in terms of the fuel efficiency is a great new story for us. And when you have the rising fuel prices like you see right now, that difference becomes just that much more important. So about $30 million in merger costs for the quarter is what we're looking at. But again, a good start to the year. We feel good about it. We think continuing on the momentum that we had coming out of 2025, feel very positive about the winning combination that we have right now.

Brian, if I can take like 30 more seconds. So you need to have a railroad that's operating at the right place at the right level with safety service and operational excellence, and that's what we have. And that's the only way you can go into moving ahead in what we see. Also, this is who we are at Union Pacific leading ROIC. Can we afford this deal? Our shareholders voted 99.52%. And they're very sophisticated. They understand whether we have that capability to be able to move this forward, and that's real important for us. But on top of that is the way we think. We don't think about, okay, just doing because that would be the easy way out. As an industry and specifically, the reason I'm at Union Pacific and the reason what we try to do is we look at what's possible. And this merger changes the paradigm of the level of service we can provide customers. It changes the speed of moving products and it makes American industry more competitive against world competitors and allows us to win in the marketplace. That's what it's all about. So we're real excited. And we'll go through the process, okay? It's long, way longer than I would like, of course, but we knew it when we got into it, that it was going to be a long process. So Brian, all yours, okay? Unless you just want me to keep on going because I could fill the next 24 minutes, okay? And I'd love questions from the people that -- in the audience here, please.

Sure. Well, we can try to fit all that in here. But just to go back to the current quarter, the operations. I mean clearly, the network is running very well and has been for a while. But is there -- you talked about fuel Jennifer, I mean it's going to come and go, but can you quantify like what the lag impact here is in this quarter? And there's also been significant weather. Obviously, winter comes every year, but some others have also called out that impact specifically here in the first quarter.

Yes. So from a winter standpoint, I would say we haven't seen anything unusual. We had Winter Storm Fern. we recovered from that and I think 4 or 5 days. Again, it's the resiliency that's in our network. We've gotten hit a little bit here over the last week mostly from winds, I would say, is probably a bigger impact than snow.

100-mile wind, an hour winds. Tough through the prairies.

Yes. You've got to stop those double-stack intermodal trains when you've got those kind of winds going on. But again, I don't see any significant cost certainly nothing that we would expect to call out for the quarter in terms of anything there. On the fuel side, like I said, it's up about $0.20 from where we had it in the fourth quarter. So that's how I would look at that.

The lag says we'll recover it but there's, it's a timing thing, and it is what it is, right? It's going to impact us this quarter for sure when you get that kind of change. And what's the effect of the storms and the wind and everything? Our car velocity this morning is about 228. And if you go back a couple of slides, that we don't have to. Last year, we were running around 214, 215. So even with everything out there that we've had, the network's resilient. It's not back up to the 230 , 240 where we'd like to be this time of the year with the traffic mix we have, but I like it. Eric and the whole operating team have done a heck of a job.

Just think about that, you said we're down to 228. I mean it used to be up to 228. It's how the paradigm has changed for us.

We look at what's possible.

But in terms of the demand side?

We spend too much time together...

In terms of the demand side, though, I mean you've seen a couple of good PMIs. Obviously, we have the conflict in the Middle East has certainly created a lot more uncertainty, but truck market is tighter. Some of the end markets, Jennifer you highlighted, are getting a little bit better. So how are you feeling about demand and sort of with this level of service even excluding the merger, you are able to continue to deliver on truckload conversion?

. So far, what we've seen is you would -- if you look at it without digging into the whole economy, you would say, boy, it's going to be a benefit, and that's what we're hoping. But you always have a concern that is going to affect the consumer. Is higher prices for fuel? Is at higher prices for travel? Is it higher prices and now that change the consumer? If it's a short-term blip, which we think it is, this should fix itself pretty soon, not fix itself, but it will come down to a much normal number of where the supply and demand curve was. We're pretty comfortable with it. So we don't see a huge benefit coming from it because we don't think it will last forever, but we also don't think we're going to damage the economy. But then again, I'm not no expert. That's what all the experts that tell us the information where we are. Jennifer, anything to add?

No. I mean, again, I think the key for us is the service product and being in close communication with our customers so we understand what their needs are. And I think that's where you've seen us grow our business over the last couple of years, really outperforming the markets, and that's what we'll look to do again in 2026, and we'll just see what those markets are.

So inflation has been one of the main themes coming out of the first quarter. There's always inflation, but it seems like it's maybe a little bit hotter than some of us would have expected. Is -- can UP and I guess the industry overall get -- I mean, certainly still inflation plus pricing. But in the past, it's been easier to get margin accretive price instead of dollar accretive. And I know there's difference in terms of just say it's just the math, but I think it still does matter to a lot of folks in the room. If you're able to get to that level where it's just margin accretive and you don't have to think about the dollars. Is that something that you can get with better service? Is that something that's really mix dependent?

Yes. I mean mix does play a role. But from a service standpoint, when you're able to go in and talk to a customer and the first part of your conversation isn't about service issues. Instead, your first part of your conversation is about how are you looking to grow? How can I help you? How can I support you. It's much easier to have that price conversation. And I think Kenny and team do a really good job communicating to our customers the value of the UP service product and the value that we're providing to them as a trusted transportation provider. So that's a strong positive. The little bit of a headwind that we have from a pricing standpoint here in 2026 is really primarily related to we got a pretty good sized uplift last year from coal. While natural gas prices have stayed fairly steady, you just won't see that same uplift. So it's not going to be a detractor from our price in 2026. We just won't have that benefit. But otherwise, we feel very good about the markets that we're pricing into. It's still competitive. I mean that's -- it's a competitive sport that we play in. So you have to take into consideration those competitive factors. But with the service product that we have, that's a strong tailwind.

Absolutely, you need to price. Absolutely, you need to bring in new business, which we did last year. Absolutely, you need to be able to figure out a way to have more free cash so that you -- at the end of the day, you need to be very capital and look at how we spend capital. And this year, it's $3.3 billion, a little drop from last year because we advanced some things into last year. Because we look at capital over a multiyear process, not just 1 year. So I like where we are. I like where we are on the margin, and we do a lot of work operationally to become more efficient with less assets, less inputs to be able to drive this business. So that we can win in that marketplace and give our marketing and salespeople that advantage of good service, but also have that room to play with to build new markets and to invest in the company. That's the way we look at it. Listen, we're just simple people from Omaha okay. We're not that complicated. It's all about how much cash I can put to the bottom line, Brian. People can look at everything else. When somebody tells me you got the $4 billion of cash, I sort of like that number.

So in terms of, I guess, the next 1.5 months, maybe you can just talk about the application. You're still on track for, I guess, at the end of next month. And what should we expect to see, I guess, differently as you address some of the comments both from the STB, obviously, but also from -- I mean there's obviously a ton of stakeholders, but you can address some of those? Or are those things you'd rather play out during the merger review process?

I think -- remember, the process is controlled by the STB and the 3 members plus all the people that work at the STB. They wrote us 15 pages with some pretty clear instructions on the 3 key areas that they wanted to see more information on, and that's what we're going to answer. I think through this process, it's normal for them as we're going through it, they ask for some more information, and I'm good with that. And I said that to them day 1 when we put the first application in was, listen, tell us what you want. There's no big secret. And in fact, we told them, we'll be public about it, if you want, and let every other stakeholder understand that we're going through the process to build the information. Because we're giving the information to the STB for them to look at our information and others on what they're doing. So there's no big secret about it. We know how good this merger is for the country. This is not a surprise. Son of a gun, some people say, can it be 2 million loads? There's other people that have told us it's way higher. So at the end of the day, we're very comfortable on what we're going to be able to provide for service. So we're putting the product in and answering the questions for the STB that they gave us. If we put too much more in, you have to worry that all the people that are against it, and especially our competitors that are worried about competing against us is the new railroad. Because like we were talking about just before and I won't use the example I gave you, Brian, there isn't a business in the world that would complain about what a competitor is doing if they actually we're dumb and we're doing things that were going to harm their business. You would let them do that because you would win in the marketplace. The reason people are worried about us is we -- they know we're going to have a better service product. They truly understand that we're going to be able to give a lower cost supply chain benefit to our customers that move across the Mississippi, which also tie into the rest of the business they do with us. And the only way they can compete if they can't compete at the same level on service because of the touch points, they're going to have to compete on price. And that means them lowering their price to be able to compete against us at the price and service that we offer. So I'm looking forward to the hearings. I really am. I wish they'd speed it up, like I said a thousand times, but it is what it is. We knew it when we started, it was going to take us a while. But what I love is where the railroad is right now. It's coming along pretty good. And I think I'm blessed. I've got a heck of a team. Jennifer is here with me, fantastic. Eric Gehringer, I don't know, he's a rocket scientist from school, but he does a pretty good job as an operating person. In fact, I think a lot of days, he thinks he's way better than me. I'm not sure about that, and every so often, I have to teach him a lesson, but a very smart guy and Kenny Rocker. So I love the team we have. I love where we are, and I love the how we're moving ahead with it. And we'll put the application in into April, a lot of work, 5,000 pages, maybe now 6,000 pages plus the 500, the 200 letters of support, 500 from customers. So I'm looking forward to moving ahead through this process.

So one thing you did do with the application was raise the synergy target for truckload conversion is it's clearly been a topic in the industry for quite some time, and obviously, right now. But as we've seen with CPKC, with their merger, like they're actually pretty far behind plan for their cross-border opportunity in truckload. So what's different about this merger and this application and this opportunity that gives you that level of confidence to hit that target?

Listen, you know what, I don't know what CPKC is doing. I really don't. But the way I look at it is this way, is they sold the number to their shareholders when they were going through the merger. And I guess you're telling me that they haven't made the numbers, okay? That's their problem, not mine. I understand where I am and where we are, where we are is as we were competing head-to-head going into Mexico, and we outgrew them. And that's real important for us, okay? So I like where Union Pacific and FXE and some of the business that we also give to Canadian Pacific to go across the border. We like it where we are. Now we sell our network and there's a big difference, Brian. And if you take a look at the network that Union Pacific has versus Canadian National or Canadian Pacific. So if you're selling truck and you're selling intermodal, there's a big difference when you have Seattle, Sacramento, Roseville, Reno, Las Vegas, Los Angeles, Bakersfield, I could just keep on going across the west and the size of the population that we handle plus in the East, think about how big those communities are from Pittsburgh and Pennsylvania and Norfolk right? Atlanta, Jacksonville, I could keep on going. So that's why there's a -- when we've built it up, we built it up using our network and what the capability is to move. We are not a strictly north-south railroad. I'm not passing judgment. And I'm absolutely sure, Keith is a real smart guy. I missed them this morning. I was a little late getting the cup of coffee and doing some calls, but I'm sure he probably said, Listen, I'm sure Ven has got it all planned, and we're going to -- they're going to beat the $2 million. Is that what you said?

We're going to check the transcript, I don't it's that --

No, it's not that clear? I knew he wouldn't say that.

Well, he did say if you were able to do it, he'd be the first to recognize that. So there's a lot to figure out here, of course. The process is just...

It's an -- it's amazing how people know so much about other people's railroad, right? A pretty smart shareholders thought we have an idea of what we were doing when they voted at 99.52% to approve this thing. But first of all, we have the financial resources to be able to handle it. And we have a plan that allows the shareholders to win. Shareholders are pretty smart. I think JPMorgan might be one of the shareholders that voted.

In terms of the plan, when you think about going through this process, and I think most of us would agree that there's going to be concessions of some sort. Where do you and the Board kind of draw. Is there a red line? I mean it's going to be a long process we have to go through and see it. But like at what point do you say, okay, this is just impairing the core value of the network, you just showed us here operating at very good levels, has been for a while, like -- is there a red line you have? And at what point during this process, do you think that could be evident that you might have to make that call?

Listen, it's a -- if you take a look at the transaction, it's truly a bolt-on, and the fact is that we only have 3 customer locations that are going from 2 to 1. And if you had an overlap, you'd have to worry, it would be a different story of what you would have to give up or give some open -- some access. So it's a bolt-on. In the application, we've already said the committed gateway. And of course, we can move on the length of time it's in place and the commodities involved, but this is a process, Brian, right? You can't -- you know the way it works. I went up to one leader, one union leader, and I said, we're guaranteeing jobs for every unionized employee, the day we merged the 2 companies. And that union leader without naming them, you know what he said to me. He said, "Well, that's good. You gave that already. I want more". So you need to go through the process and get there. But committed gateway, dispute resolution I've already said that if people don't have service at the level and they don't have an option, we're more than willing to open it up to a competitor. And we're all -- and I'm all open to reciprocal switching. Always have been. It has to be for all of us, though, not just Union Pacific, but anybody who wants reciprocal switching, I'm all game for it. As long as you don't damage the product, hurt everybody else that we're trying to move. So those are big things like stop and think about what I just said, reciprocal switching? Absolutely. Why? We think we can win. We have a high level of service, we can go win against the rest of them. A committed gateway? That's huge. Railroads don't usually like doing that. People sort of discounted that don't understand how you railroad. Railroads have always maximized their length of haul to try to make sure they make the most amount of money and it doesn't matter whether it's the best route when you're going to another railroad. By giving both every touch point to be open and every gateway open, if a customer says, the best option to get to the Southeast of the U.S. from the southern part of our network is to go CSX, they can have it. That's a big deal instead of us saying, "You have to go through Atlanta". And then we'll give it to you in Atlanta before you could go east. Think about that. Those are huge ways and we're changing the way the railroad industry is going to move ahead. People discount them as small. They are not small. Absolutely, it changes, and it makes us all have to compete at a higher level. Jennifer, anything I missed there?

No. I mean just going back to the red line, I mean, to your point, Brian, we have -- and we laid this out in our 2024 Investor Day, we see a very strong potential for just the core UP franchise. And we've been fulfilling on that commitment, and we're very optimistic about continuing to do that. So we're not going to do anything that would lessen that opportunity. And so that's really how we look at it in totality is this needs to be incremental for our business. We absolutely believe it is, and we think we can deliver great value. But if something comes back, that would destroy that, that's where we walk away.

In the merger because of the way we look at the business by having each gateway open still and having been on top of that committed gateway, let's talk about our competitors for a minute. The deal is done. We merge. We still have CSX as a strong competitor in the East. There's still -- every customer is going to have the same access to the new Union Pacific and CSX. And CSX is doing everything they can to make themselves as efficient as possible to be able to compete at a higher level. And you got to love it. They're doing great things. And out West, listen, we're not competing against Burlington Northern Santa Fe. We're competing against Berkshire. That's who owns them. Last time I looked, they're worth $1.1 trillion. If anybody thinks that they are an easy competitor then you're missing the understanding of who they really are, $1.1 trillion company with $370 billion of cash on their balance sheet. They can compete against anybody at a strong level. So this is not big UP against poor BNSF. This is UP against Berkshire competing in the West, and this is UP competing against a strong company, CSX in the East. Remember that this is not as simple as some people think. Burlington Northern Santa Fe could buy anything they want in the rail industry and still have cash left over from their parent company. So those are facts not -- those are facts, not fiction.

One of the other stakeholders we should talk about just real briefly is the -- all the communities, all the environmental studies, like I think that's been quite a challenge for the last even small mergers being delayed. This one is obviously much bigger and more complex. I assume that the work is already being started, but just -- so we cover all the bases, like is that something that we should be focused on? Clearly, that's a whole another set of stakeholders.

We are focused on that. But fundamentally, what the regulations ask us to do is take a look at what additional traffic would do and what the impact is to the communities and how we do that. What it doesn't get us to do because it's not part of the regulation is actually talked that if we can move trucks off of the interstate system, we're 70% more greenhouse gas efficient. Environmentally, there's no danger but the railroad is the way to operate. We're much more for the amount of fuel that we burn for every container or every shipment that we move. So it is better for the country. But we do understand, and we have worked through what the impact would be if we shift some traffic from different lanes and how we would do that, Brian. But it's very small, the amount of true change. Because listen, we're talking about 2 million loads, that's 36,000 containers a week. We double stack them. We put 500, 600 per train, okay? If you divide that by the 7 days, you really don't end up with that many more trains a day above beyond what we have, okay? So it's -- we are looking at that in depth, but it's not the big wholesale change like some people have made this number out to be.

Well, I just go back to your first chart, Jim, where it shows how we have already reduced trains on our network because of how we're operating. And so if you compare the future state versus where we used to be, we don't think we'll even be back to necessarily that level of trains on our network to start. So that's the other part of that question

I hope you're right that they go back to 2019. Nobody is going to look that for back. They'll only look at what we're doing yesterday, right? But I hear you. So yes, we've dropped 25% in the number of trains and impact to communities. Just because of the way we operate.

So I would love in the last couple of minutes here, Jim, to hear in the process, what have you learned about Norfolk's network, people and culture that maybe didn't fully appreciate or have a better understanding of since you began this merger, talks and now working on the integration and the planning?

Well, listen, they're railroaders. They really are, okay? And that is the highest regard I can give somebody if we're in -- our industry is you're a railroader. They want to do better. They want to move things. They want to provide great service to customers. They want to be safe and they truly are railroaders across that whole company. Culturally, we are different. There's no [events] or buts the people from -- and think about it people from California are going to be different than South Carolina. And people from Atlanta are different culturally a little bit, not that much than what we are in Omaha. But at the end of the day, I think the fundamentals of who we are and what we do are real strong. I actually went for a train ride between Chicago and Elkhart. I didn't go on a business car. I didn't go by vehicle. I didn't go by high rail. I put myself on the head end of a train with 2 unionized people, locomotive engineer and conductor. They were surprised that I actually knew what the switches are, the generator field and the engine run and how you isolate, I guess they haven't figured out that I used to be a locomotive engineer. But at the end of the day, you know what I figured out? They're proud of their company. They're proud of what they're doing. They love that we guarantee them a job and they love that they can help America grow by having a better railroad and this combination, they see that. And that was from unionized people. So that's who they are. The time I spent in Atlanta with their management team, there's some strong people in there, and we're going to work hard to integrate this company together and get the best people to run this company and move it forward.

Well, right on time, consistent with your strategy and your plan. So thank you for keeping us on time Jim and Jennifer, and we really appreciate you being here today.

Listen thanks for the invitation. I appreciate it. Thanks for listening to me everyone.