Welcome to the 2021 annual meeting of Union Pacific Corporation shareholders. I would like to introduce the first presenter, Lance Fritz, CEO of Union Pacific. Good morning. The annual meeting of shareholders of Union Pacific Corporation is hereby called to order. I am Lance Fritz, Chairman, President, and CEO of Union Pacific Corporation. Thank you for joining us for our 2021 annual meeting. We appreciate your flexibility in joining our audio-only meeting as we continue to comply with state and federal guidelines, including social distancing during the pandemic. As a friendly reminder, this is an audio-only meeting, and the online platform will be used solely to access a copy of our annual meeting materials, including today's agenda, rules of conduct, and presentation. Please refer to the agenda that is available on the online platform. We will conduct our meeting in accordance with this agenda. Please note that under item 15 on the agenda, an opportunity is presented at the end for us to answer shareholder questions submitted through the online portal. I'd like to introduce our company directors joining us for the meeting today. Our directors are Andy Card, Bill DeLaney, Dave Dillon, Debby H opkins, Jane Lute, Mike McCarthy, Mack McLarty, Bhavesh Patel, Jose Villarreal, and Chris Williams. I'll now introduce some members of our senior management team joining us today. Social distanced here with me in person is Craig Richardson, Executive Vice President, Chief Legal Officer, and Corporate Secretary. Also joining us on this call are Jennifer Hamann, Executive Vice President and Chief Financial Officer, Eric Gehringer, Executive Vice President, Operations, Kenny Rocker, Executive Vice President, Marketing and Sales, Beth Whited, Executive Vice President and Chief Human Resources Officer, Scott Moore, Senior Vice President and Chief Administrative Officer, Clark Ponthier, Senior Vice President, Supply Chain and Continuous Improvement, Rahul Jalali, Senior Vice President and Chief Information Officer, and Printz Bolin, Vice President, External Relations. We are also joined this morning on the call by Stephanie Wolfe, partner with Deloitte & Touche, our registered independent public accounting firm. It is an annual meeting tradition to recognize employees who've reached a significant milestone in their careers, 50 years of service with Union Pacific. Unfortunately, due to the pandemic, we've delayed our in-person recognition of these employees. However, we would like to recognize these 10 employees for their service over the past half-century. Each of them has personified what it means to be a safe, dedicated, and hardworking employee of our company. These employees are George Sanders, general manager, Vancouver, Washington, AD Warren, engineer in Tyler, Texas, James Garren, engineer in Rancho Palos Verdes, California, Frank Davis Jr., conductor, North Platte, Nebraska, Nick Garcia, engineer, Santa Teresa, New Mexico, Ralph Neo, conductor in Cheyenne, Wyoming, Daniel Knutson, engineer in Clinton, Iowa, Jay Nichols, engineer in Ennis, Texas, Andrew Mendoza, signalman in Merced, California, and Julian Gaston Jr., a conductor in Chico, Texas. We appreciate your long-tenured service and commitment to Union Pacific, and I look forward to honoring you in the near future as soon as we are able to do so. I now ask the secretary to present the affidavit that notice of the meeting was mailed to each shareholder. Craig? Mr. Chairman, I hereby present an affidavit evidencing the timely mailing of the notice of annual meeting that will be filed with the records of the company. Mr. Chairman. The board of directors has appointed Jan Castillo of Broadridge Financial Solutions to serve as independent inspector for this meeting, and she's joined us via this call today. I now ask the secretary to present the report of inspectors as to stock representation. Craig? Mr. Chairman, the inspector reports that the capital stock of the company outstanding at the close of business on March 16, 2021, the record date for shareholders entitled to vote at this meeting, consisted of 666,704,113 shares of common stock. That the representation of such stock at this meeting is at least 582,439,576 shares or approximately 87%, which is more than the amount necessary to constitute a quorum. Mr. Chairman. The report will become a part of the record. Now that a quorum is present, the meeting is duly constituted to transact business. You have all received a proxy setting forth in detail the following matters presented by the company and applicable voting requirements. One, the identity of the 10 director nominees for election to the board. Two, our proposal concerning the appointment of Deloitte & Touche LLP as the company's. Three, an advisory vote on executive compensation. Four, our proposal concerning the adoption of the 2021 stock incentive plan. Five, our proposal concerning the adoption of the 2021 employee stock purchase plan. Will the secretary please place these matters before the meeting? Mr. Chairman, proposal one is the election of the 10 director nominees to serve for a one-year term expiring in 2022. The director nominees are Andrew H. Card Jr., William J. DeLaney, David B. Dillon, Lance M. Fritz, Deborah C. Hopkins, Jane H. Lute Michael R. McCarthy, Thomas F. McLarty, III, Jose H. Villarreal, and Christopher J. Williams. Proposal two, ratify the audit committee's appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the books and accounts of the company and its consolidated subsidiaries for the year 2021. Proposal three, approve on a non-binding advisory basis the compensation of the company's named executive officers as disclosed in the proxy statement. Proposal four, approve the adoption of the company's 2021 stock incentive plan. Proposal five, approve the adoption of the company's 2021 employee stock purchase plan. Mr. Chairman. These matters have now formally been presented to the meeting. Thank you. There are three shareholder proposals to be presented at this meeting. We will allow the presenting shareholders three minutes to present each of the proposals. I'd now like to call on Mr. Andrew Elcock from the New York City Comptroller's Office to present the shareholder proposal requesting EEO-1 report disclosure as described in the proxy statement. Mr. Elcock. Good morning. Good morning, Mr. Chairman, members of the board, and fellow shareholders. My name is Andrew Elcock, and I'm presenting proposal 6 on behalf of the New York City Comptroller, Scott M. Stringer, and two of the five New York City pension funds, which are substantial long-term shareholders with roughly 499,469 shares worth approximately $113 million. Proposal six asks the board to adopt a policy requiring the company to disclose on its website the company's consolidated EEO-1 report, which is a comprehensive breakdown of its workforce by race, ethnicity, and gender that the company is required to submit annually to the U.S. EEOC. In the wake of the George Floyd murder and renewal racial justice protests, many companies, including Union Pacific, publicized their commitment to racial equity and diversity. Mr. Chairman, in a statement issued on June 3rd, you announced, "Union Pacific has zero tolerance for harassment or intimidation of any kind, strengthening behavior that demonstrates respect and inclusion of our culturally different employees and ethical standard at Union Pacific. We, meaning me, my team at Union Pacific, need to stand up for our belief, our ethics, and our fellow citizens." I commend Union Pacific on its commitment to racial equity and diversity. However, without robust, comparable disclosure of its workforce demographics, shareholders have no way to benchmark the company's diversity performance and hold it accountable for its commitments. The EEO-1 report disclosure is a cost-effective means for Union Pacific to demonstrate its diversity performance, since the company already collects the data for submission to the EEOC under federal law. In its opposition statement, the board argues that the EEO-1 report "does not align with how we analyze employment data for purposes of measuring progress against our human management and D&I goals, initiatives, and strategies." However, as we state in the text of our proposal, it is perfectly appropriate for the company to supplement its EEO-1 reporting along with data that the manager believes reflects the company's organizational structure and demonstrate its diversity. We are looking to gauge how Union Pacific is doing against their peers. The Southern Company, Exelon Corporation, and UPS, which you consider to be your peers in terms of executive compensation, have committed to disclosing their data. The chair of your audit committee, Director Dillon, sits on the board of the company that has committed to disclose. We understand that Union Pacific intends to enhance its diversity disclosure with disaggregate race and ethnicity data due to matched destinations in the EEO-1 report and also disclose understandable data on its global workforce. Many investors may question why management does not simply disclose the EEO-1 report that it has already collected and any additional information necessary about global operations. In fact, the substantial majority of S&P 100 companies are already disclosing or have committed to disclosing the EEO-1 report. In closing, we appreciate our engagement with the management this year. We urge you go further to provide a solution that ensures the systemizing racism within the company and provide shareholders with necessary transparency. I urge shareholders to vote for proposal six. Thank you for your time. Thank you, Mr. Elcock. This proposal has now formally been presented to the meeting. We will now listen to two pre-recorded messages with shareholder proposals. The first message is from As You Sow, presenting a shareholder proposal with respect to an annual diversity and inclusion report as described in the proxy statement. The second message is from The Children's Investment Fund, presenting the shareholder proposal requesting an annual emissions reduction plan and advisory vote on that emissions reduction plan as described in the proxy statement. Hello, I'm Jaylen Spann. I am speaking on behalf of the nonprofit advocacy organization, As You Sow, and I am also a research associate for the consultancy Whistle Stop Capital. I formally move proposal number seven, asking for Union Pacific to report on how it assesses its diversity, equity, and inclusion efforts, including the process that the board follows for determining the effectiveness of its programs and how it assesses goals, metrics, and trends related to recruitment, promotion, and retention. Reports linking diversity and inclusion to outperformance come from BCG, McKinsey, Credit Suisse, Stanford Graduate School of Business, The Wall Street Journal, and others. The data that says diversity and inclusion matters, that diverse teams strengthen companies, is strong. Identified benefits of diverse teams include access to top talent, better understanding of consumer preferences, a stronger mix of leadership skills, informed strategy discussions, and improved risk management, among others. The release of the EEO-1 consolidated report, a governmentally mandated form, has become a best practice standard in reporting a company's workforce diversity. 72% of the S&P 100 companies have either released or committed to releasing this data set. As of April 30th, 2021, Union Pacific has failed to do so, unlike its peers, UPS, Exelon, Raytheon, Southern Company, and Northrop Grumman, who already do. The release of EEO-1 workforce composition data is akin to a balance sheet, detailing employee diversity at a single point in time. Just as a balance sheet would, by itself, be insufficient to identify the strength of a company's financials, so too is the EEO-1 by itself insufficient in assessing the effectiveness of inclusion programs. The company's data on hiring, retention, and promotion rates of diverse employees must also be shared for investors to have a full understanding of the actual experience of Union Pacific employees. Unfortunately, Union Pacific does not release inclusion data. It is an outlier in this way. Within Union Pacific's U.S.-based compensation peer group, as identified in its proxy statement, 77% release or have committed to release more inclusion factor data than Union Pacific does. This places Union Pacific in the bottom quartile relative to its peers for its overall workplace equity data disclosure. The board has released insufficient information to assure investors that it's providing effective oversight of diversity, equity, and inclusion programs at Union Pacific. We encourage transparency, even in the face of imperfection, in order to show that Union Pacific is truly committed to change and to its diverse employees. My name is Benjamin Walker, and I represent The Children's Investment Master Fund, the owner of over 6 million shares of the company's common stock, and I hereby move proposal number eight, which requests that the board annually disclose a report disclosing the company's greenhouse gas emission levels in a manner consistent with the Task Force on Climate-related Financial Disclosures recommendations, as well as any strategy that the company may have adopted or will adopt to reduce the emissions in the future, and provide shareholders with the opportunity at each such annual meeting to express non-binding advisory approval or disapproval of the reduction plan. Thank you. These proposals have now formally been presented to the meeting. Thank you both. Before we turn to the voting results, I'd like to take a few minutes to cover a company update. As a reminder, I'll be making some forward-looking comments today, so please refer to the cautionary information and risk factors summarized in our 2020 annual report. Let's start with our first quarter 2021 results. After a mild January, our network and our employees faced significant weather challenges in February and early March. The resiliency built into our network by precision scheduled railroading, or PSR, and the perseverance of our employees helped us overcome these challenges. In fact, we delivered 150 basis points of core improvement to our operating ratio and added $0.12 to earnings per share in the quarter. Offsetting this progress, however, were the elevated costs from weather and rising fuel prices, with reported first quarter earnings per share down 7% to $2 per share, and our operating ratio increasing 1.1 points to 60.1%. Despite the slow start to the year, our expectations are unchanged. Improving economic outlook, our continued commitment to value-based pricing that exceeds inflation, and the opportunity for strong productivity gives us confidence to affirm our 2021 guidance. We are set up for an outstanding year. Last week, we conducted our 2021 Investor Day. A replay of the event can be watched on our investor website. Although held virtually, we were able to showcase our talented team while laying out our plans and goals for the next three years. We also laid out our new strategic plan, framed with four driving principles: serve, grow, win, and doing that together. We're generating work streams and a culture around each of these four principles. Everything we do starts with serve and the transportation products we provide our customers. PSR is the foundation for delivering customer-centered operational excellence and has transformed our operations. The second tenet is grow. With the best franchise in North America, one of the best service products in the industry, and one of the lowest cost structures in the industry, we're building a culture and a plan to aggressively pursue growth. At our investor event, we laid out our strategy to grow with our customers. Successful execution of our plans to serve and grow will lead to win. Our ultimate goal is to be the best. We laid out targets for 2022 through 2024, which we view as a clear win for our shareholders. These targets, shown here on slide four, demonstrate a strong plan to produce top-line growth and margin improvement, while at the same time efficiently utilizing capital to produce industry-leading returns for our owners. Our definition of winning extends to each of UP's four stakeholders, which is why the final piece of the strategy is so important, together. We are reinforcing our commitment by introducing a more comprehensive approach to ESG issues, which we call Building a Sustainable Future 2030. Built on four areas of concentration, investing in our workforce, driving sustainable solutions, championing environmental stewardship, and strengthening our communities, our approach addresses the evolving needs of our stakeholder groups over the next decade. Union Pacific recognizes the role we play to achieve a more sustainable future by 2030. We're excited about the future of Union Pacific. Our employees and their safety continue to be our first priority. The goal is zero injuries, and we work every day to achieve it. Our path toward operational excellence will allow us to grow with our customers, drive industry-leading financial results, and ultimately deliver value to all of our stakeholders, the communities we serve, to our customers, to our employees, and to our shareholders. The future is very bright at Union Pacific, and we're confident that the great track record we've established over the last several years is going to be even better going forward. I'll now ask the secretary to present the report of the inspector regarding the matters before this meeting. Mr. Chairman, the inspector reports that each of the 10 director nominees to the company's board of directors received a majority of the votes necessary for election to the board, with approval of at least 91%. The inspector also reports that 95% of the votes cast are in favor of ratification of the appointment of Deloitte & Touche. Additionally, 94% of the votes cast are in favor of approving the company's executive compensation. Also, 93% of the votes cast are in favor of approving the company's 2021 stock incentive plan. 99% of the votes cast are in favor of approving the company's 2021 employee stock purchase plan. Finally, the inspector reports that 86% of the votes cast are in favor of the shareholder proposal requesting an EEO-1 disclosure report. The inspector reports that 81% of the votes cast are in favor of the shareholder proposal for an annual diversity and inclusion report. The inspector reports that 68% of the votes cast are against the shareholder proposal for an annual emissions reduction plan and an advisory vote on such a plan. The company will file a Form 8-K with the final voting results of this meeting, Mr. Chairman. In accordance with the inspector's report, I hereby declare the directors elected, the appointment of Deloitte & Touche ratified, the advisory resolution on executive compensation approved, the adoption of the 2021 stock incentive plan approved, the adoption of the 2021 employee stock purchase plan approved, the shareholder proposal requesting an EEO-1 report approved, the shareholder proposal requesting an annual diversity and inclusion report approved, and the shareholder proposal for an annual emissions reduction plan and advisory vote on that emissions reduction plan defeated. As Craig mentioned, the company will file a Form 8-K with the final voting results of this meeting. I now declare the 2021 annual meeting of shareholders of Union Pacific Corporation adjourned with respect to the company's formal business. Although we covered a number of shareholder questions during my presentation and business update, at this time, I'll answer a number of additional questions submitted by shareholders. For those watching, you can ask a question by submitting it in the Q&A section on your web console. Please feel free to submit questions now. Our first questioner asks, "What business trends have you seen emerge or end since March 2020? Well, let's start with our current guidance for the 2021 year. We've told our shareholders at Investor Day that we expect about 6% volume growth. Second quarter volumes are going to be, of course, much better than that year-over-year, That's because the pandemic's impact on volumes last year. When you look at that 6% volume growth, one of the biggest drivers is in e-commerce. For us, that translates into our parcel business, which is part of our premium domestic intermodal service. That's been driven ever since early summer last year by significant consumer increase in online shopping and just goods shopping in general. We also see a number of other factors occurring right now. We see the housing market heating up to a degree. It's somewhat dependent on the workforce being available to build housing. That is driving some construction material. We see grain volumes very strong. They strengthened probably into the second quarter of last year, and they've remained strong all until now, which is typically well past peak shipping season for grain. We anticipate that strength is going to continue into the summer, then the question marks start up in the fall when we start lapping what would be record volume shipments. We're also anticipating that the finished vehicles market is going to be pretty strong this year. Right now, it's being retarded by supply chain disruption in chips for the vehicles. We anticipate that gets remedied sometime, call it in the late second or third quarter, and when that does, I anticipate to see a pretty robust finished vehicle market. The next questioner asks, "Tell us about infrastructure improvement proposals and how railroads can benefit from the improvements. How can railroads actually be a part of making improvements happen? Is most right of way still owned, or will it have to be repurchased or purchased new? What could freight operators do to support increased passenger services on increased trackage?" There's a number of questions in there, so I'll try to unpack them pretty quickly. In terms of infrastructure improvement proposals, the impact on Union Pacific could be positive in that it could drive incremental construction of things like highways, roads, other pieces of infrastructure. That'd be good for our rock business, our cement business, and maybe our steel business. There's a countervailing to that, which is it depends on what the pay-for looks like, and the pay-for looks like it's an increase in corporate income tax, which would have a negative impact on our cash generation. The way we participate in infrastructure, again, is through shipping commodities. We are 100%, virtually 100% funded privately for our infrastructure, our own right of way. We kind of like that because we generate a pretty attractive return on invested capital, and our shareholders enjoy it when we put capital into the railroad. All of our right of way is privately owned. The only part that isn't is when we have trackage rights on another railroad. In terms of increasing passenger services or increased trackage rights, we are a proud host of passenger service on Union Pacific, both Amtrak and some commuter services, most notably Metrolink in L.A. and Metra in Chicago. Those are obligations that we take seriously and being a leader in the railroad industry, we want to be the best host for those passenger services. That does not mean we want to grow the passenger service footprint. We are a freight railroad. That's what pays the bills. That's what generates our cash flow. We understand our obligation to the communities that we serve, we do work with our hosted passenger services to discuss what incremental service might look like and what it would take to be able to host more service. In terms of trackage rights, we negotiate those with other Class 1 and short line carriers. Those negotiations are periodic and ongoing. Our next questioner asks, "Will UP be looking at H2 fuel cell technology to generate the needed motors on their engines and not diesel or CNG/LPG at the exhaust emissions with H2 or H2O and O2 and some slight CO2? GE has developed several prototype H2 fuel cell systems for heavy logistics companies. All need to reduce their carbon footprints. UP and other railroad companies need to do their part in this climate change environment the truck industry has started. Suggest you all collaborate with the major engine/motive suppliers now and not down the road." Yeah, I totally agree with the questioner in terms of Union Pacific needs to do its part to reduce greenhouse gas emissions. As a matter of fact, we have committed to science-based targets as part of the SBTi initiative, and those targets commit us to reducing our scope one and scope two greenhouse gas emissions by 26% by 2030 off of a 2018 base. We take that commitment seriously. We think the best way for us to segue into alternative fuel locomotives is first through battery electric locomotives in our yards and local service. We have an eye on and are watching the development of other alternative fuels for long-haul locomotives. In our opinion right now, battery technology is not yet to a place where they can be truly a good, sound solution for a long haul over the road. They might help with diesel emissions reductions, diesel consumption reduction. Again, we think our best efforts are put towards battery electric locomotives in yards and on local service. We are working with both large OEMs of locomotives to secure models from each so that we can test that, I anticipate that will happen in the very near future. The next questioner asks, "Are you seeing increasing inflationary pressure in UNP's operations? If yes, where and to what degree?" We've actually guided to what to expect in inflation in 2021. What we've told our shareholders is that we expect about two and one-quarter percent inflation annually. Generally speaking, that's driven more by labor, which is generally spoken by a mix of wages and health and welfare. We are seeing some inflationary pressure in some commodities that we consume for the railroad. steel is probably most notable. The next questioner asks, "Is considered a premium service when revenue per carload is far below other products?" Yeah, the premium and premium service is reflective of the service that we provide to the customer. There are two different products that we include in the premium bucket, intermodal and automotive, and intermodal is broken into international intermodal and domestic intermodal. Those services tend to be door-to-door services. They tend to require a bit more direct touch with the shippers. As such, we've just used the name premium to outline that kind of service. The next questioner asks, "There was a significant cybersecurity attack on a major piece of U.S. infrastructure last week. How prepared is Union Pacific to deal with a cybersecurity attack?" We believe we are well-prepared, that doesn't mean impenetrable. The management team working with the board is constantly looking for ways to bolster our 20 controls to better protect both our sensitive data as well as the overall operating systems of the company. We think we're well-prepared, we think we're well-positioned, we think that the threats are relentless and indefatigable, preparedness in all ways is necessary, including recovery preparedness in case something were to go wrong. Are there any other questions? I'm going to ask this question myself. I see one more question we'll call it a day. This question is " What do you consider the three most important components of the Union Pacific culture?" That is an outstanding question I'm really pleased it got asked. When you look at Union Pacific's culture, we think about three core values, and I'll start there. We say we have a passion for performance. What that means is we care about winning and we care about winning with our customers. We understand we don't win if they don't win. We say we have high ethical standards. We operate with great integrity. That means we don't win at all costs. How we win is as important to us as the concept of winning. We talk about working together as a team, and embedded in that value is diversity, equity, and inclusion. We want to be a workplace where every employee who shows up every day can feel they can bring their authentic self to the workplace and leverage it for our strength. At Union Pacific, we fully understand and embrace that diversity is a source of strength, it makes us better. I'd say those three values describe the culture of Union Pacific maybe as well as anything. One last thing I would mention about UP. We've been around a long time, we're very proud of that. 160 years since we were signed into inception by Abraham Lincoln. What that means is we know how to be agile, we know how to adjust, we know how to be relevant for today, we spend a great deal of time trying to understand what that means for our customers and translating it into service and products that serve their needs. That defines us as well. Agile, serious about building America, serious about connecting the 7,300 communities that we serve to each other and to the broader world. Thank you very much for that question. I really appreciate it. Thank you all for attending the 2021 annual meeting. Rest assured, as we move forward in 2021, Union Pacific is well-positioned to continue to support the U.S. and global economy, as well as create long-term value for all of our stakeholders. I wish all of you and your loved ones good health. Thank you. Thank you. The annual general meeting for Union Pacific Corporation has now come to an end. Thank you for attending. You may now disconnect.