UNION PACIFIC (UNP) Company Report

The boards and shareholders of Union Pacific and Norfolk Southern have unanimously approved the merger; a Surface Transportation Board application is expected by year-end, targeting an early 2027 close.
Q4 2025 freight car velocity reached 238, up from 215 in Q3 2024.
Service Performance Index in Q4 2025 achieved 100% for both intermodal and manifest operations.
Merger-related expenses of $30–40 million are expected in the fourth quarter.
Year-to-date operating ratio of 62.2% compares to 63.7% for rail peers.

3 days ago

Presentation

Union Pacific outlines merger strategy and Q4 outlook

UNP

M&A

Demand Weakening

Union Pacific plans to file its merger application with Norfolk Southern to the STB in approximately two weeks, finalizing economic analyses before submission for the $85 billion transaction.
Fourth-quarter volumes are down 4% year-over-year, with an unfavorable mix and $30–40 million of merger-related costs pressuring OR and earnings, although full-year 2025 is expected to deliver industry-leading OR and ROIC.
Operational efficiency remains high, with freight car velocity hitting a record 245 miles per day, reflecting network speed and resiliency improvements.
Management plans to enhance competition via end-to-end intermodal service—eliminating handoffs—and expand its I-5 corridor pricing model to partner railroads beyond directly merged routes.

3 days ago

Transcript

Union Pacific outlines merger application timeline at UBS conference

UNP

M&A

Union Pacific expects to submit its $85 billion merger application with Norfolk Southern to the STB in two weeks, following final economist reviews.
The network achieved a record freight car velocity of 245 mi/day, marking an all-time high service level.
Q4 volumes are down 4% quarter-to-date against tough comparisons, with mix headwinds and $30 million–$40 million in merger-related costs impacting results.
The proposed merger will streamline end-to-end operations by eliminating handoffs, accelerating intermodal and carload service, and extending the I-5 corridor pricing model to additional gateways.

3 days ago

Transcript

Union Pacific provides merger update and Q4 outlook at UBS conference

UNP

M&A

Demand Weakening

Merger update: UP plans to file its $85 billion merger application with Norfolk Southern to the STB in two weeks, promising a seamless end-to-end network with removed touchpoints and four main interchange gateways, and extending an I-5 pricing model to connecting railroads ** **.
Operational metrics: Q4 freight car velocity reached a record 245 car-miles/day, reflecting improved network speed, reduced dwell and enhanced resiliency .
Volume and financial outlook: Q4 volumes are down 4% YTD, with international intermodal and housing-related traffic weak; $30–40 million of merger-related costs plus derailment expenses will pressure operating ratio and earnings .
Cost and pricing strategy: Labor agreements ratified with ~4% wage increases; total inflation expected around 3.5–4% in 2026; disciplined pricing and productivity gains targeted to offset cost inflation .

3 days ago

Transcript

Union Pacific secures job protection pact in Norfolk Southern merger

UNP

M&A

Union Pacific and the International Brotherhood of Boilermakers reached a lifetime job security guarantee for union employees if the merger with Norfolk Southern is approved.
The guarantee covers all current employees at the time of the merger, subject to standard employment requirements.
This is the fourth such labor agreement by Union Pacific—with other national unions—highlighting a historic labor relations milestone.
The proposed merger aims to create America’s first coast-to-coast railroad, delivering operational efficiencies and supply chain enhancements.

Nov 24, 2025, 4:25 PM

Morningstar

Union Pacific shareholders approve Norfolk Southern merger

UNP

M&A

Proxy Vote Outcomes

Union Pacific shareholders approved issuing new common stock for the Norfolk Southern merger with 99.5% of votes cast in favor.
At the special meeting on November 14, 2025, 468,888,884 shares (≈79% of outstanding) were represented virtually or by proxy.
The Share Issuance Proposal passed with 465,888,036 votes For, 2,214,119 Against, and 786,729 Abstentions.
Completion of the merger remains subject to Surface Transportation Board review and customary closing conditions.

Nov 17, 2025, 1:45 PM

8-K

Union Pacific and Norfolk Southern shareholders approve $85B merger

UNP

M&A

Proxy Vote Outcomes

Shareholders backed an $85 billion merger with approximately 99% voting in favor to combine Union Pacific’s western network and Norfolk Southern’s eastern system.
Norfolk Southern shareholders will receive one Union Pacific share plus $88.82 in cash for each share owned under the deal terms.
The transaction will create the first coast-to-coast rail network, spanning 50,000 miles across 43 states and linking major ports on both coasts.
Union Pacific plans to file the formal merger application with the Surface Transportation Board in early December, initiating a detailed regulatory review.
The merger has support from the largest rail union, shippers, and President Trump, but faces scrutiny from competitor BNSF and chemical manufacturers over competition and potential rate increases.

Nov 14, 2025, 2:44 PM

Morningstar

Union Pacific outlines standalone performance and merger rationale at Baird conference

UNP

M&A

Union Pacific reports service levels in the high-90s (some at 100%), industry-leading operating ratio, paused a planned $4.5 billion share buyback, repaid $1 billion of debt, and targets high-single-digit EPS growth with a $2.44 annual dividend.
Key merger milestones: shareholder vote on share issuance set for November 2025, followed by a Surface Transportation Board application in early December 2025.
The proposed UP–NS merger aims to deliver a seamless coast-to-coast network, one billing relationship, reduced customer touchpoints, lower landed costs, expanded watershed markets, and a guaranteed job offer for all unionized employees.
Competitors’ East Coast joint service agreements are seen as constructive but could face operational constraints; UP stands ready to deploy additional trains to uphold service levels.

Nov 11, 2025, 7:45 PM

Transcript

Union Pacific details standalone performance and merger rationale

UNP

M&A

Since Jim Vena’s arrival in 2019, Union Pacific has achieved high-90s% service levels, the best operating ratio in the industry, and strong free cash flow, while pausing a planned ~$4.5 billion share buyback to repay $1 billion of debt, and guiding high-single-digit EPS growth over the next three years, with a $2.44 dividend.
A shareholder meeting on November 15 will vote on issuing shares to fund the merger with Norfolk Southern, with a Surface Transportation Board application expected in early December.
The merger aims to create a seamless coast-to-coast network, eliminating interchange delays, reducing customers’ fixed costs and inventory needs, and providing single-point billing and visibility through integrated technology platforms like UP Go and net control.
Union Pacific commits to job guarantees for all unionized employees, anticipates safety improvements (targeting the lowest personal injury rate in U.S. rail), and positions the combined entity to better compete against trucking and other railroads domestically and internationally.
Competitors have announced joint services in anticipation of the merger; Union Pacific cautions that service-agreement efficiencies can be inconsistent and reaffirms its readiness to run additional trains to maintain service quality.

Nov 11, 2025, 7:45 PM

Transcript

Union Pacific updates Q3 2025 operational metrics and merger timeline

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M&A

New Projects/Investments

Freight car velocity peaked at 238 cars/day in Q3’25, averaging 210 cars/day in Q4’25 through 11/3/25.
Operating Ratio improved to 59% in 2025, down from 61% in 2024.
Service Performance Index reached 100% for both intermodal and manifest in Q4’25 through 11/3/25.
UP-NS merger unanimously approved; shareholder vote on November 14, 2025, STB approval targeted early December, with deal close by early 2027.

Nov 11, 2025, 7:45 PM

Presentation

Earnings Transcripts

Quarterly earnings call transcripts for UNION PACIFIC.

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