All right. Good afternoon, everyone, and thank you for joining us. My name is David Vernon. I am the Bernstein analyst covering transports, railroads, airlines, all things freight and passenger related. We are thrilled to be hosting Union Pacific today for a bit of a fireside chat, a little catch up on the state of the railroad, and there is also talk about the next steps in the UP Norfolk Southern merger. CEO Jim Vena, CFO Jennifer Hamann are here joining us. They are going to kick us off with some prepared remarks. To the extent that you want to have some questions, work them into the chat. You can do that either through the Pigeonhole link that you should have had emailed to you when you registered, or you can try to hit me on Bloomberg and I will try to keep track of where we are so that we can get as much client input into the conversation as we can. With that, thank you both for joining us. I am going to hand it over to you, and you can kick us off with some prepared remarks. Well, David, thank you very much and great day here. I look outside and the weather is just perfect for September 1st, for railroading anyways. That is the way I look at it. I do not really look at it on whether it is beach weather or holiday weather. How good is it for railroading? I like it. Just about perfect through the whole network. We are looking at a big storm coming up in the Gulf that might affect us a little bit, but overall, we are ready to go. Railroads are all good. Of course, I have Jennifer Hamann here with me, Chief Financial Officer. Listen, I am going to go through slides real quick and then open up for questions. Jennifer is going to have a few comments right after me. Of course, a big, long list of boilerplate. Got longer after the merger than it was before. We will be making some forward-looking statements. If you have any questions, please refer to the UP website and SEC filings for additional information. If we look at the first slide we have up, let's recap the past month or so since we talked at our earnings. In late July, we announced our agreements with Canadian National and provided the supplemental information the STB requested. A few weeks ago, on August 18, the STB published a procedural schedule. Certainly, we wanted the process to move faster, but we will take the win. They published the schedule, confirmed that the 12-month statutory clock started when they accepted our application on May 28, 2026. Last week, we filed our comments that our merger easily meets the prima facie standard. We are confident our merger satisfies the STB's requirements and is overwhelmingly in the public interest. It removes 2.1 million annual truckloads off the road, reducing highway congestion and improving driver safety, delivers $3.5 billion in annual shipper savings, and improves rail safety because of the touch points that it removes. Our merger enhances rail competition by adding seamless coast-to-coast rail service, which is faster and more reliable. It provides for new intermodal and manifest service products, providing more options for our customers. Single-line shipments have generally lower prices than interline shipments. I do not have to explain it too much. Anybody who knows a little bit about business and a couple of companies with a margin, there is a big difference in one company with margin. Beyond that, we have offered additional enhancements. We have expanded the Committed Gateway Pricing and included both unit trains. We added protection to preserve Class I rail options for three-to-two and two-to-one shippers. New service level protections in case unexpected issues arise. Stronger oversight and accountability for customers with additional access to a new rate relief process. We improved connectivity options with Canadian National, Canada to and from Mexico, and UP's access to the road around Chicago and the EJ&E. What is next? Let's move to slide four in the timeline. We are in the merits review, which is a great place to be as the conversation will be focused on data and facts, not what people think. I have never liked what people think. I like people to give me the facts, and then we will make the best decision from facts and figures. Those who want to participate in the process must submit their notice to participate by the end of the week, and competing railroads and stakeholders will need to submit their comments. I think there is some change a little bit from the September 9 that the STB put out, but we are okay. It gives them some time to do that. If they have asked, they need to be back up with support by November 18. So some detail about what they are looking at and what the issue is. Our opponents are also still talking about what ifs of subsequent mergers. We expect the STB will evaluate our merger on its merits, and we will do the same for another application. At this point in time, there is no other merger. There is only one merger of Class Is, and we are in the middle of it. When and if that happens, because at this point, everyone has said, the participating parties, that they are not interested in a merger. But if they became interested in a merger and we've done a good job in our application to talk about that and take people through, then the STB needs to look at the new place and time and what's happening at that point, not try to protect it at this point where they have complete control over any process that happens for any subsequent merger. With that, I'll pass it over to Jennifer. Yeah, just a couple things. A couple kind of, I'll say, housekeeping-ish items. So when we made our filing in late July, we did have a few tweaks to some of the things. But even with all the puts and takes as we have continued to run through the numbers a number of times, we keep coming back to basically the same place. So we're very confident in our net revenue synergy target of $1.8 billion annually and our cost synergy target of $1 billion annually. Then with that, we fully expect that we should be back in the mode of buying back shares in year two. And remember, we are counting it from the day of the close of the merger. So within two years of the merger close, we'll be back buying shares, our leverage targets will be back. We're going to stay solidly, strongly investment grade rated. We expect to generate cash roughly $11.8, so just shy of $12 billion by year three. And when you think about deal closing, that's really looking at some time in Q3, maybe as late as Q4 of 2027 based on the schedule that you see here on the slide and what the STB has put out. We feel like having the timeline is great for all parties involved. It's able to allow us to firm up our integration planning. And as Jim mentioned, we're very anxious to get into the merits phase of this discussion because we strongly believe in the benefits of the merger. The financials are very compelling, and we're in the process of putting together a very robust integration plan. So all of those things are coming together. Certainly, we've met all the deadlines that the STB has given us to this point. I know they did just, I think last night or today to what you were referring to, Jim, they did push back the date of people to say that they were intending to participate, which shows on there as September 4th. They did just move that back to September 30th, but no other deadlines changed. In particular, the September 9th date is still intact in terms of when participants need to make their requests of what they're going to be looking for through the merger. So we're just anxious to get going. Been into this a year, and we're ready to go. With that, David, we're ready for your questions. Well, thank you very much for the introduction. So, want to start maybe on process. What do you take away from the fact that this whole upfront process of getting the application approved has taken longer? I know you're back on the timeline that you would have expected, but it did take a little bit longer. There was some back and forth. What do you take away from that, and maybe what should investors take away from that? I get asked a lot, it's taken so long just to get here. Does that tell you anything of the process, or is there a message in there that we should be reading? I don't think there's a message. I think it's the way the STB does things, and if you take a look at the STB, and the chair knows that the STB sometimes has taken a long time to make certain decisions on certain things. We have some things outstanding even today on other topics that we've been waiting for a long time. The nice part about this process is once the application gets accepted, which it was, there's a black and white statute that says that the STB needs to be finished with the gathering of information within one year. That's not something that can be easily changed when the statute tells you exactly what it is. So what did we learn? We learned that we were probably right when we started this, and we did say to the STB, we said, "Listen, let's make this a two-way discussion about what you need for information." And we asked them specifically. And I'm not trying to piss off the STB or anything else, and they had their reasons for it, and maybe it's because of other parties. But at the end of it, we said, "If you need information, you ask us, and we'll give it to you." There's no big secrets other than sometimes some of the information was having to do with how we move markets and how we operate the railroad and why we are Union Pacific. But at the end of the day, what we learned was we probably should have pushed them harder to say, "Listen, open up. Tell us what you want, and we'll give it to you." We went to the board. We went David, on the TRRA, a small railroad that is run as a nonprofit company by all of us with single votes in there. And it will give you an idea. The opposition has done everything they can to slow it down. When we called a meeting, we didn't. The TRRA management called a board meeting to handle the issue of getting over 50% for the combined merger railroad. None of them showed up. So we had the quorum to be able to vote, but that's not the way we do business, so we went through it, and we had to answer it twice for the STB. But I think we've done a good job now, and they've accepted the merger. They've told us that they have the information they need. They'll go through the merits stage, and we'll deal with it moving forward. So that's what I learned was sometimes it takes a while. And we knew it was going to take a while. We never thought that the STB would move quick for us. But now they're on a time clock. And the second one on process, and we'll switch to synergies. But as you think about the approach going forward, does anything look different from here? I think one of the criticisms that I've heard in industry circles is the filings were maybe bare minimum as opposed to being more expansive and making the affirmative case. Should we be expecting you to kind of change your approach to the process, the team's approach to the process, now that we're actually in the merits discussion? Well, David, I disagree with it being thin. There's thousands of pages we put in. We use data from every Class I railroad, full data that no one else ever has, to drive to our conclusions about what's happening. So we have not been thin. Whoever's asking you that, you should tell them that maybe don't use AI to summarize. Go through the 8,000 pages and see what's in there. Okay. I'm just thinking about whether or not there's going to be any kind of change into your approach to the Q&A process, right? As far as kind of being more expansive in your responses or being more minimal in terms of scope and specific- No. I think we've been as open as possible. Even this session today is as we were open to anybody asking us questions, and we give the answers that people want. If the STB needs some more information from us, or they want us to look at something different, we've told them right from the start we'll do that, and we'll go through that process. I'm very comfortable Jennifer? Yeah, no, I think we've been very thorough with our filings. I think to Jim's earlier point, had we had maybe some more direct feedback from the STB at the beginning of the process, we would've been more expansive to start. That wasn't how we read what was required. They came back and asked for more, and no problem, we provided it. Fundamentally, David, I know maybe I'm answering another question here, but let's think about what we're doing. This is an end-to-end merger with a small piece that we knew we had to take care of, which we have with the Canadian National Railway access between St. Louis and Kansas City. The rest of it is actually what we're delivering is better opportunity for customers in the U.S. to receive their product in a faster, more efficient, less touch point, and much more competitive. It drives all our competitors, starting with the biggest competitor we have, trucks, and other railroads, to compete and decide how they're going to compete against that product. We see this as truly beneficial, and that's why you get so much noise sometimes from some of the parties that, I'm not sure what else they want when I go to sleep and when I get up. I told people that even. I go to sleep at midnight and I get up at 6:00 A.M. Well, there's certainly going to be some of the market that you're not going to be able to present enough for to get them behind it. But so maybe turning to that benefit number, that $1.8 billion of net revenue with a billion of cost. That's all based on a 2022 baseline, right? You basically ran the numbers Right 2023 baseline. But we're obviously in a very different world now. Truck rates have corrected pretty significantly from where we were. The cost bases have changed. How do we think about, or how should we think about, the value of that benefit, the value of those synergy targets when you mark them to market for the changes that have happened in the end markets? Go ahead. Certainly, David, we had to have a base year that we started from. To your point, 2023, when you look at it either on a volume standpoint or even on some of the pricing standpoints relative to truck pricing, there's been some uplift on both sides. So that would be to the positive relative to how the numbers could roll forward. But we also don't know what the economic climate's going to be once the merger gets approved to 2027. And forecasting out in the future is always a little bit of a fool's errand. But I think the bottom line is we feel very confident in the business that's available to us to win by putting together two strong railroads, provide that single line service, and really create new markets for our customers. And so that's what gave us the $1.8 billion of net revenue synergies. On the cost side, no one is standing still. At Union Pacific, we have committed to having the best operating ratio of all the Class Is. We are in that position here still today. The only way we are able to do that is we are growing our top line, we are doing it productively, and we are continuing to improve on the cost front. No one is standing still, and we will not stand still once we get the green light to put the two companies together. We will go attack the synergies and the operational efficiencies that we see ahead of us. The other thing is, David, the amount of share that we have on the intermodal side, and even on the closer to the Mississippi, what we call that area on both sides of the Mississippi, that does not change. That happens when the merger is finalized. The longer length of haul that allows it. We see even more opportunity. If there is more pressure on fuel and places for trucks and availability of drivers and everything else, sure, we have all seen an improvement in products. You can see our car loads, and our car loads are running substantially higher than last year. I do not think that takes away any of the synergy. The benefits are being able to give somebody in Indiana access to the Western U.S. for that cross. We cannot do that as easily today. They have to touch the rail car multiple times. We will not have to do that. We give sand movers, and there is a lot of them in the U.S., not just one place in Arizona that is on Burlington Northern Santa Fe. We can easily give them better products to move and compete. The other thing, David, is when you are faster and cleaner, a lot of the products we move are worldwide competitive, whether it is soybeans, whether it is sand, whether it is products that come out of the Gulf area, products that are produced in the Eastern U.S., lumber. There is competitiveness from other countries and other producers, and what we are going to be able to offer them is a much more efficient. It is nice that we are all in a different place today, and it is nice to see all the railroads with car loads up. At the end of the day, that opportunity when the merger happens is still there to just build above what we have. Some of the discussion, particularly among some of the competitors, is that the transactions may be not as necessary to unlock some of these benefits. In your filings, you talk about double marginalization, capital investments that wouldn't occur without the merger. As an operator, as a guy who's been around the industry for a long time, as you think about aligning the interests between two railroads when they're negotiating a Rule 11 interchange versus a through rate versus a single line, why is that alignment of interest through ownership so essential to being able to kind of make the better decisions for customers? Can you talk also about how that differs a little bit between intermodal and car load? Because intermodal, it seems like that's easier to align through partnership in some ways than car load. Yeah. Listen, I think it's a basic crux of what we do as railroaders. As railroaders today we make it work as good as we can, and we get into partnership understandings and deals. But those are necessary. We interchange a lot of traffic to other railroads, short lines, and those things, especially with the short lines, are not going to change. We see more business for them coming on as we move ahead. But partnerships have a different view of the world at certain times, and I've seen it so many times in my career that I could list them off. But why don't I give you one that's very recent? For the longest time, Norfolk Southern was able to operate 11,000-ft trains on the Meridian Speedway. I think everybody knows the investment Norfolk Southern made on there with Kansas City Southern back a number of years to be able to get that access. All of a sudden, there's a partnership. There's not one railroad looking at it with one team on what's good for the customer and good for everybody. Canadian Pacific Kansas City decided that they were going to limit the size of the trains going through that corridor. A railroad that was one railroad would never do that. You would not affect your customers in that manner. I could go through and give you a whole bunch more. That's the difference. When you make decisions on capital, where you spend capital, what the investment it looks like, what your customer needs, and what the competition's like, you're better off having one team that leads the entire railroad versus multiple partners that have sometimes their own view. I could go on, David, if you want. I could fill the hour. Locomotive use. Son of a gun, we fight about locomotive use. We hand off locomotives to each other, and sometimes one railroad's a little tight for locomotives, and they keep your locomotives. In fact, today I could give you some specifics. I won't. We have a buffer, and people are using our locomotives, and we want them back. Okay? Because they're tight for locomotives. So those are the kind of things that just don't work in the real business world. People get narrow and look at themselves and not what is possible. Jennifer, anything to add? No, but just to David's question about is there a difference between intermodal and carload, I really do not know that there is that much of a difference. You have those friction points that Jim just enumerated in either class of freight. The carload piece is the one that we tend to talk about more in terms of that watershed market and where you have that friction. When you have it over a shorter length of haul, that is maybe the one difference I would say on the carload side is it is actually magnified in terms of how big of a difference that can make for a customer to be able to choose whether they are going to ship their freight by rail or by truck. People miss this intermodal. They think, "Oh, it is easy with intermodal." You drive an intermodal train to another railroad at one of the interchanges where we do that, they pick it up right away. No, that is not quite how it happens. The average time sometimes for our intermodal trains, both ways, just because of crewing, slotting, everything else because you do not control it. Sometimes it does not come exactly when you want it, so you have something else going on, work programs, everything else. That train can get impacted. It is substantially longer, the interchange time, versus when we change crews, okay, in Tucson. If that freaking crew is not on in less than 10 minutes and pulling again to leave, we are not happy. That is the difference. 10 minutes versus a few hours. You start adding that up through the time, makes a difference on making the spot time at 7:00 A.M. the customers want. Even with intermodal, it is not as clean. Carload you know. We do not build blocks for CSX, we sure the heck do not build blocks for Burlington Northern Santa Fe because those agreements never last. We will be building blocks that go to destination at our hump yards and our handling, we will take out 24 to 36 to 48 hours on those touch points on the rail cars. I am excited to do that. All right. If we- That's why I'm sticking around, David, because that's the best part. The rest of it is like the operating piece is the piece I'm looking forward to. Son of a gun. Yeah. Hopefully people realize I've done a few things at Canadian National and UP that worked pretty good for us, so I can hardly wait. It's a much bigger train set. When you think about, let's say we accept the premise that we're going to take a bunch of handlings out. We're going to lower cost. The trains are going to run faster. The locomotives are going to be smoother. The crews are going to show up on time. That drives a lot of efficiency for you as the railroad. How does the savings from that efficiency in this transaction get to a customer? Some of it's going to be potentially directly through maybe you have a better, more efficient routing that you can price lower than the interchange routing. Some of it could be indirectly through faster cycle times. Just reading through a lot of the customer responses and we will talk a little bit about that later, but there is some arguments around this is all well and good, but what does it mean divided by me? How do you think about the benefits of the transaction, creating those efficiencies, and then actually getting into the shippers where it matters, whether it is their car fleet or whether it is their rates or their service level? What is that? We are going to tag team on this one here because both of us love this question. Let us start with the fundamental. If you are in business like we are, we are in business. That is what it is. What is the best thing you can do is grow your business and move more products. It makes your fixed costs less percentage of your total expenditures. It makes you fill up the network. You are able to move products, and you are able to grow the business. That is the American way. That is what it is all about is we do not want to be stagnant. We want to grow. If you do that, when you build a network that is more efficient, guess what, David? We will use price. We will adjust to what the market. We will open up new avenues for our customers that are shipping with us today to be able to open up new markets for them. Now, we are going to have to work with them. If you have some room because you can be much more efficient, we will do that. It is pretty hard to come out right now and say, "Listen, every movement is going to be 1% less cost. We will pass it directly on." Because it is the market that drives it sometimes. Sometimes we have had to take haircuts that are bigger than that to be able to move into the market. That is what the customers need to hear clearly is, on the railroad side, we are going to open markets for them. We are going to give them every opportunity to win. We are going to get them to win against the competitors that want to bring imports into this country, even with the tariffs, steel and lumber, and everything else that happens that moves into this country that we can move. Then for the customer themselves, Jennifer, all their asset costs, everything else. Oh, yeah. Asset costs obviously are a significant piece for our customers. When you think about the freight cars, the infrastructure, just getting more turns per car lets them lower that cost base. When you think about the greater usage that they will be able to have across their network in terms of access to more customers, certainly that is a benefit to them. Lets them grow their top line at the same time that we are growing our top line. Certainly one of the numbers that is in the application that you have heard us talk about is the $3.5 billion in savings, and that is just a straight calculation, David, for the people that are moving from truckload today and moving onto the rail tomorrow. That is just that cost differential from truck to rail. Quite frankly, that number is probably understated today when you think about where fuel prices are, where truck pricing has grown to. So those are immediate savings just from that change in mode of transportation from truck to rail. David, these are not small customers that we have. This is not mom and pop everywhere. I think some of our biggest customers are huge, multinational, international companies that know how to negotiate. They do a really good job with us already. I am absolutely sure some of them will say, "You are saving. I want to get to this place that I cannot do today, and let us work together to get the new pricing structure that gets me access and you get more business." That is a win-win, and we will be doing that for sure. Really, that is the model that we have been following ever since we have become more efficient as a railroad, and that we have gone out and won new customers, brought them onto the railroad. What has enabled us to win in those marketplaces is what Jim just described at the start. We have become more productive. We are able to go compete for more business. It opens up that aperture. Okay. Since we are on the reconciliation of customer value here, I am going to just jump forward a little bit. When we think about some of the arguments that were put forward by a number of the shippers associations, these are the chemicals guys, the guys that are not really modally competitive in a lot of ways. One of the things that stood out to me in reading those filings, without AI and with AI, was the idea that there is nothing really in it for them. They are taking a lot of risk because you are going to convert a bunch of highway traffic that maybe screws up their service. If volumes are going to grow, how do you put forward some sort of compelling case that there are some actually benefits to more rail-centric shippers from your ability to convert more highway traffic? How does this become a portfolio win for all the customers of the rail industry as opposed to a one-sided win for [UP-earners]? Well, any time you make a big change in the United States of America, whether it was when Alaska was purchased, there are all these naysayers that look at things, "Oh my God, what is going to happen?" I do not think anybody would give Russia back and take today's $7 million that the U.S. paid for it, because there is some benefit there. It is the same with the Louisiana Purchase. There was a lot of people that thought that there was no way. I could go to more recent, but let us jump to the railroad. I have a problem dealing with associations. Not that I do not think they are valid and they have a point of concern, but they do not always. Chuck Grassley wrote a pretty good article that talks about sometimes associations are not aligned completely with the people that they represent. I have always had that thought. This is not new for me. I want to deal with the customers that pay the bill, because there is nothing like sitting down with a customer, whether it is a grain customer in Nebraska, or it is others, and they want to move product to this location or a new location, and we figure out how to price it, how to use the new network and make them more competitive to win. That is where it is, and that is why I have a hard time with it is not factual what they are saying. There are true benefits for the shippers and the consumers with a seamless railroad that goes further and longer. In fact, one of our competitors sold that hard when they went through their own merger. It was all about how it was better and seamless and it was going to work. Now they do not agree anymore, but I do not know what happened there. The STB agreed when they approved that merger because they said right in the front summary that the merger will enhance rail competition through single line service. Yeah. We will work through that. Remember, we do have 2,000 people that have written positive and 500 are customers. We think that that is a pretty good show of people that see the benefits for themselves and be able to grow and have a better availability to move into different markets and expand their business. Is it somehow as simple as if you are growing the network and you are developing positive contribution from an additional set of traffic that your ability to accommodate more services for the rail centric guys grows with that? I mean, I do not know. It would seem like if you guys are doing better in intermodal, then maybe you do not have to be as aggressive on chemicals. I do not know. Do you think about it from a portfolio like that or no? Well, listen, we price today by what the market allows us to price. Any business should do that. You don't price on flip a coin and decide what it is. There is a lot of protection for when it comes to pricing that's built into all the regulations for railroads. We won't have to get into that detail, David, you know about it. We're very regulated on that. But at the end of the day, what it comes down to is, there's different products with different requirements. Some products need just-in-time, and some auto parts, you can't fool around with them. So there's different pricing for different types of products, and we don't want to change that. We think that there's some people that say, "Listen, it's very important for us. It's still cheaper than truck. We'll move the product by rail." Of course, the market allows us to price at a different point of view. The good part about the merger is we're going to be able to have more of that just-in-time capability because of the handoffs and everything else that happens. So if you're going to be moving auto parts and we move them into the facilities in the East or finished products West, we'll be able to handle them seamlessly without having the touch points and the delay that they have. So that's the way we look at it. Jennifer, anything to add? Well, the only thing I'd add is, it's really more on to the top line growth piece for the customer in terms of being able to open more markets for them. With us being able to offer faster single line service to a broader portfolio, just think about somebody who's in the middle of the country that today, maybe they're on the UP lines. They tend to ship to the West Coast ports just because of interchanging to an East Coast railroad to go out through an East Coast port. Some of those markets that would maybe be available to their goods in Europe, they're not able to go after efficiently because they don't have that service available. They'll have that available to them tomorrow and vice versa. So that's the piece that I think will be developed over time as we put the merger together. I think that is an exciting opportunity for many of our customers. Okay. Let us talk a little bit now about some of the steps we need to kind of go through to get there. With the Committed Gateway Pricing program, I think you guys have described that as thousands of haulage agreements that give BNSF and CSX access into the network. I am trying to kind of balance that with the read that also says from your own modeling that says 60% of eligible car loads probably do not get much of a rate benefit. How do we think about Committed Gateway Pricing and how it kind of feeds into that idea of being a price competitive alternative versus just being a rate ceiling for your future single line service? Let us start with the base fundamental of where we are today and what the merger, then we will get into Committed Gateway, because it is real important to take it in two steps. First thing is, today we interchange with other carriers, and customers have the right to get through rates, or they can get Rule 11 rates to a gateway, and they can dictate the gateway. We will tell them that, "Listen, there is a better price if you go here because we can handle it in a much more efficient manner than we would if we went through a different gateway." Railroads sometimes optimize their length of haul to be able to get the most on their railroad. When you have a merged railroad, you all of a sudden have changed that paradigm. You haul for the least amount of miles to have it go the fastest and the least cost that allows you to play in the market and return benefit to the customer on faster transit time, their asset use. Plus, talk about how we can open up more markets and use that flexibility that we have gained. So that is not going to change. We committed that every gateway is open, and whether you are a shipper from Arizona that is closed on BNSF, you can still decide whether you want to go with CSX or the new Union Pacific. It is up to you, and it is up to BNSF on how they price, and it is how CSX prices. I f they want to come to the UP, we want that business. We are not going to say, "That is growth for us," and we would not want to lose that business. We'll price it in the right way. Some people are worried about what it does with competitors. Competitors, they're out there today. You have to compete in this world. We are not a socialist country, communist country, where we want to maintain an inefficient system that hurts in the long run. If you have a competitor that's better than you out of Texas, they're going to take you out. That's the way the world works. I feel for them, but I know that if BNSF could figure out a way to take UP out of a lot of markets, they would do that. They're probably sitting right now in Texas figuring out how they can get another intermodal train that runs on their railroad instead of ours. Welcome to the world, okay? That's what makes this country special. What we've done with CGP for the products that we think are truly necessary and need that level of competition, they don't have to come and ask us. They get the rate, and they can offer it to the customer, and we understand what that rate is going to be, and we have to move it as fast as we can. That is another step above and beyond the way we've already committed to having open access of every gateway that people want to go. The reason I say this, and I'm so animated about this, is people are missing the point. If you want to close gateways, it's like going to the southeast in the U.S., the very south southeast of the U.S. from the west. If you force yourself to go through Atlanta and back down versus going across with CSX, you're going to lose the business eventually. You might get it for a year or two, you use price for your advantage, but that's not the way to win. The way to win is say, "Let's get the best deal going with CSX. Let's grow the business. Let's price this right together, and we move it." That's what CGP does is it's an add-on of everything that we're doing today and what the new network will be like. I love it. They won't have to phone us. They want a rate, they have it. It can be up to a three-year rate, too. Yep. One of the points that came up quite a bit during the commentary was that it's not a durable program. It only lasts for a couple of years. As you think about trying to get this thing over the finish line, what can you move? Where are you willing to move? How do you think about the Because you're going to get a host of asks coming your way, I'm imagining, by November 18th. You guys have said before that there was a big synergy, there was a concession holdback, then there maybe is a concession holdback. How do we think about that value of that concession holdback and what you can do to maybe limit the headroom for that? Well, listen, we don't want to damage what the value of this transaction is about. We also don't want to damage ourselves and truly our customers by having things that slow down products. Right? At the end of the day, I think we were reasonable about it. At this point, what we've offered is a fairly long list of competitive options for customers. The three-to-two, two-to-one, the single line, all those things, and we'll see. We'll see if we need to move on the CGP, and we'll see going through the process. At this point, we don't see why. We really don't. We think that we have a compelling case of what the benefits are. Remember, under the key criteria that the STB has to follow in the public interest, right, and all those things. So, we think we've done it. If we feel that the best way at the end, and we have to move a little bit on something, then we'll move a little bit on something. But this is a negotiation. What I've found so far is, and I'll give you an example. I didn't ask anybody about guaranteeing a job for every unionized person that we have on either Norfolk Southern or Union Pacific on day one when we take over, the merger's closed, and we close it. But I walked into one of the very senior union leaders, very senior union leaders, and he said to me, "Well, you gave that one up already, so that's nothing. What else am I going to get?" David, you have to be careful sometimes when you're negotiating. They're smart people that we're competing against. All right. Maybe speaking about negotiations, we can switch into the CN agreements, right? Obviously, that looked like a cheaper way to buy peace than mandating concessions to the board. Is it right to read that about the trading of the routes and the terminal interests, which net out to maybe less of an overall concession? Or do those CN agreements start to eat into some of the synergy headroom that you might have when you're thinking about concessions where you might want to say, "Okay, maybe it's getting a little bit too expensive to get this deal done? Well, let's start with, like I started at the very start, we knew that we had some concentration happening because of the additional line that we were going to take over from Norfolk Southern between St. Louis and Kansas City. Right from the very start, we knew we needed to fix that, and that's what we've done. We've given Canadian National access to Kansas City, and when the deal goes through, we think that was important for us to do. We also fixed the whole question on the TRRA and other things. We think that that's a reasonable deal, and it's good for both of us. It really is. It's good for Canadian National. They're able to move further west in the U.S., and they're going to be able to sell Kansas City in a different way than they did before. For us, the benefit is that we open up and clear up that piece. It would have never happened if it wasn't for the merger. We would never have given up anything on our two, and no other railroad would. Okay? Part of the agreement that is going to start right away is it's a win-win for both of us. Products coming out of Canada now will be able to sell as a single line into Mexico. The competition's against Canadian Pacific Kansas City coming out of Canada. We think that makes everything even more competitive. The win for us was to get that route around Chicago. Listen, I used to work at Canadian National, and that route around Chicago is a real benefit. You can move away from a whole bunch of interaction with other things that happen within the city of Chicago. So, it's a good win-win for both of us. I'm going to love to see that competition between Canadian National and Canadian Pacific coming out of Canada to get into Mexico. So, it should be real interesting to watch. I think the consumer wins on that one there. When you think about that separate agreement that you have done that you are just implementing before the trackage rights in Kansas City, do you feel like you are going to get credit for that in terms of the pro-competitive impacts of the merger because it is not merger contingent? Or do you think that that is something that the board will not consider when they are trying to think about the enhanced competition arguments around the transaction? I do not know. I do not know if we get credit. Maybe extra credit, David. Sometimes I wonder who the teacher marking is. Okay? But at the end of the day, yeah, it is a benefit. And it is a benefit for both of us. So I give Tracy and Canadian National and the team that they had there when we went through that, it was great to deal with them. That came up because of the whole merger discussion and everything that we were having. Listen, at the end of the day, who knows if anybody gives us credit for it. I am absolutely sure that I will not get credit, and we will not get credit from some of our competitors, even though I am going to love watching it, to tell you the truth. I really am. Okay? I feel- We're going to move that train from Memphis until they build it up, they can run it themselves at the Eagle Pass and so pretty quick. Right. We use their network. It should be fun. And benefits FXE, where we have a 26% interest. All right. Has the work you did with CN set a reference point for what additional deals could look like with other railroads? Is it possible to get peace with any of the other players that are out there, even at a concept level? It seems like CP has been pretty clear that they're not interested in anything short of this thing getting blocked. When you think about negotiating some sort of bilateral agreements with some of these other parties, could that be a cheaper way to get this thing done than board imposed conditions, potentially? Or is that something you're still working to contemplate or working on or any comment there would be great. We think that the STB, when they look at everything and all the benefits that we put out and what their mandate is and what their statutes are and what they're required to do, and we knew this before we started, that they're going to make the right decision, and the right decision is not going to be so impactful that we will not want to make, close this deal. We really do. That's from the very start. This is not an overlap. If this was a huge overlap in the western U.S., we would have never tried it. It just would not pass muster if you would've had 20,000 mi of overlap that happened. It would change the whole fabric. This is not what we have. Are we open to talk to the rest of them? Absolutely. We've had some discussions with others. At the end of the day, some things come to fruition quicker than others and the Canadian National deal came to fruition quicker. Of course, we're open to have discussions with people because I think I would rather sometimes negotiate and get the parties to agree from the railroad side what a solution would look like versus have somebody that does not operate a railroad every day and how do you come to the solution. At the end of the day, you need two parties. So far, David, I don't know of a party that really wants to sit down and talk to us. Berkshire, our western competitor, big company, lots of money, son of a gun. They could just about do whatever they want with the billions that they have, hundreds of billions of dollars. They could do a lot of things, and it's up to them. But so far, they don't want to talk to us, for sure, because they see the pressure that they're going to get on pricing. That's what their big concern is. It's not that we're limiting any access. CSX is CSX at the end of the day. Canadian Pacific, son of a gun. He's been pretty adamant that he's against it. He thinks we don't know how to run a railroad, that we couldn't get a little more business to still operate in. All right. When we think about some of the operating plans, you've been very clear that this is an end-to-end merger about driving velocity and driving better utilization, all that kind of stuff. But when I read through the operating plan, it does look like part of your plan is to move some of that Meridian Speedway traffic via Kansas City and Louisville, which would, based on my limited geography, be a little bit longer. Why lengthen the haul if this is about taking friction out of the system? Well, you have to look at the whole supply chain end to end and see what is the best route. If the Meridian Speedway is the best route and that gives the customer the best optionality on price and all in an end-to-end supply chain benefit, then we'll use it. We have the capability. We would gain the capability to do that, no problem. But what we looked at, and especially for products coming out of Northern California, we have a pretty good railroad that is twinned or double track all the way across the northern part of our original overland route. We can move things over there very fast. We have a lot of big, high speed, 70 mi an hour railroad out there. When we looked at everything, and for me, I come back to the key foundation of who I am. This is not about forcing the wrong route for the traffic. It's about how end to end from start to finish, that's why I concentrate on car velocity, that you can do it better and faster. The stuff that we've identified that we want to go through Memphis or we go through a different gateway is because that is the better option, even if it's a few extra miles for us. Listen, we look at number of locomotives it takes, the fuel burn. Sometimes that extra miles is a lot cheaper than using something else that looks like it's We could reopen the Tennessee Pass for some traffic, but you'd have to go over 11,000 ft versus going over the Moffat Tunnel. There's a big difference sometimes on mileage versus the true benefit of supply chain. Sorry for the long answer. You get me with this operating stuff I love. Well, but the other thing too is with the train length restrictions and some of the other operating restrictions that CPKC's put in, that makes the Memphis gateway look a lot more favorable. Yeah. One of the things that's been put to me around by some of the industry shippers that are a little bit more concerned about what happens after a CGP. If you come in with a more efficient single line routing and they can get a rate over that longer routing, but the other railroad on the other end isn't competitive anymore, then they lose an option on that second order. I think when I read through a lot of the filings, even like CSX was talking about being worried about getting short hauled. As you think about those arguments, how do you think about those arguments in terms of what's good for the shipper versus what's good for the railroads? Because it seems like some of them are more railroad arguments than they are shipper arguments. I'm just wondering if you have any thoughts on that tension between two companies trying to maximize their individual length of haul versus one company trying to maximize its asset utilization. Well, bottom line, sometimes I don't understand it. When we speak to customers and shippers directly, and talk about how we move traffic and how we want to grow their business and be able to win with them, that just doesn't sound like what some people are saying actually happens. The railroad benefit is for us to have a single line haul is we don't have to hand off. It only takes one CFO to run the company. It takes only one CEO. You change the whole paradigm of what your fixed costs are and be able to drive that. It's not that we want to change how traffic flows. We want to grow and grow what our customers are able to, and we want people to relocate or locate on our railroad to be able to move their products. So that's the way I see it. Jennifer, am I missing anything? No, I don't think so. I would just add to that, we have said that we're going to keep the gateways open. So by doing that kind of puts this short haul question a little bit in a gray area for me, because if you're not changing the gateway, I'm not sure what you're changing about the routing. Let's talk about something that some of the other railroads are saying. They're going, "My God, you're going to have this." What they're worried about or concerned is we are going to have a much more efficient system. Not everywhere, because the railroads aren't like the highway system and road system that go everywhere. But on some things, we're going to have the advantage, and they will still have the advantage in others. BNSF will have an advantage in some areas, whether we like it or not, just because of geography. So at the end of it, if the board wants to protect a railroad that we can haul the product cheaper end to end, because that's what it comes down to. It's not just short haul, it's less expensive. We can pass on some of those savings on assets, plus price, everything to customers. If they want to protect the railroad, then all you're doing is making the fricking system more inefficient. You're adding costs to the end consumer of those products that move. Doesn't make a particle of sense. I joke around about it, but I'm serious. We're not a socialist. The best should win. The best should not subsidize the other ones to see how they can gain something because they don't want to be as efficient. Maybe they could be as efficient as us. Maybe they can make deals that say, we're going to move trains at 70 mi an hour across the entire network from Miami, and we'll invest some of the Berkshire billions to get it all the way to Seattle. Good for them. That's the way it should be. Okay. Maybe turning to the end game before we start to close it out here. You've argued before the second combination right now is unlikely, but you've also said, I think before, that a two transcon structure would be acceptable if it was conditioned. Do you think the answer on whether there is another transcon railroad, does that change how the STB should be thinking about conditioning this merger? Because there's always this conversation. It would be easier if there were two mergers instead of just one, and ba, ba, ba. How do you think about the conditions the board might be thinking about in a one merger world versus a two merger world? I find it very interesting that the STB, they have a mandate of what they have to look at, and that's one of the things they have to examine, and we've put it in our application. Okay? At the end of the day, this is how business should work. You have a regulator. They have one merger. This is going to be approved. I'm very positive. Once it gets approved, something else could happen. If nothing happens, then no one goes to the STB, and we move ahead with an efficient Union Pacific new railroad competing against the other. We'll still have Burlington Northern Santa Fe in the West. We'll still have CSX in the East. We still have the Canadians coming down. We still have all those short lines through Iowa that compete against us and everything else. We still have that. We still have ships and barges and international movements. We have all of that. If somebody else after this is done, or while we're going through it, decides that they want to merge, then the STB should be looking at that at that point under the same rules that they have today with us. If it changes because they're worried about concentration, that's where they should worry about it. They shouldn't worry about it and say, "Just in case it happens." The STB has the right to not approve any other merger. I've always said, because I've lived in Canada for a number of years, and I think that actually the consumer in Canada has an advantage by having two seamless railroads that go across and compete head to head real hard across the whole country. They've been able to grow their business and come into the U.S., one of them going all the way to Mexico City and the other one all the way to the Gulf. New Orleans and into Mobile and into the Gulf. That I think it's a benefit. I'm not the STB, I'm just Jim Vena. I'm a simple guy from Omaha trying to lead this railroad. That's it. That's all I do. Bottom line is, I have no idea why the STB should be worried about that other than they were mandated to look at it, and they should look at it. But if they feel that after the first merger there should not be a second merger, they should just tell people right up front when they apply, "Guess what? We don't like it," and don't let it happen. I'm not here to worry about how Berkshire ends up in the long run. They're fine. I'm not really here to worry about what CSX is going to do in the long run for their shareholders. That's up to them, not up to Union Pacific and our team. Do you agree? Very clear. [inaudible] Okay. All right. Your optimism on the deal and your conviction in it seems very, very clear and apparent. But I'm going to ask you to close here on two questions, same question, different way. If you had to name the single opposition argument that you take the most seriously, not the ones you view as legally weak, but the ones that would give you a pause if it actually landed with the board, what would it be? And second, maybe on the closing side, what is the single strongest argument for why this deal should happen? Jennifer? So, in terms of your first question, David, in all honesty, we have not heard something that is posed to us that would say we think that's a real threat. Again, you've had a lot of misinformation out there. You've had a lot of opinions put out there. You've had virtually no facts put out there other than the facts that Union Pacific has put out. And we feel very comfortable with our facts and the analysis that we've done and all the work that we have done to look at this backwards, forwards, every shipper that could be impacted, how they could be impacted, look at the projections about the growth that we see. Every time we think of it as a Rubik's Cube, we keep putting it back together. It keeps coming together the same way, and that's in a way that says this is absolutely in the public benefit when you think about taking trucks off the highway, when you think about the safety aspect, when you think about the savings for consumers, and you think about what we can do going forward in terms of the single line service and the value that we're going to create for our customers. And so we're extremely confident. That's why you heard us at the beginning talk about the fact we're glad to be through kind of, I'll say, the initial application phase as well as the supplemental information. And we're ready to go forward with the merits and the facts because we absolutely believe that they're on our side and we've got a winning argument. The one thing that we never talked about but that's real important, David, is this truly is good for America. Having a disjointed, fragmented railroad system is not good. And we have sat down with people and talked about how we can make sure that the United States of America has a base foundation railroad that can move products across, not just products that people use every day, but also security and safety for the country. And we're going to be able to provide that. We're going to be able to provide the movement of anything that the United States needs to move for protection and everything else it does in a faster, more seamless manner. That is also a real benefit that we do not really talk about it very much because we are not the experts at that, but we think that we give them a railroad and a process that is able to move anything that they have to move with us. It is pretty cool. We moved the Artemis, one of the boosters, all the way from Utah down to, with our partners, with NS and FXE, the Florida East Coast, all the way down close to where they blasted off. They are going to blast off next to go towards the Moon. That is who we are. That is what we are trying to do, make it seamless. Awesome. Well, this was great conversation. Great for you guys to spend some time with us. I really appreciate you guys making the time. We are at the end of the hour here, so I am going to keep you on schedule and let you get back to the rest of the day. For investors that have joined, thank you so much for joining us. Thanks for the interest. Feel free to reach out with any follow-up questions. Again, thank you so much to the team and for your time. David, thank you very much. Thanks for taking the time. Yeah. Thank you all. Thanks, guys.