Union Pacific (UNP) Risk Factor Changes

We may be affected by climate change and market or regulatory responses to climate change – Climate change, including the impact of global warming and transition risks involving policy, legal risks, and market risks,…

We are subject to significant governmental regulation – We are subject to governmental regulation by a significant number of federal, state, and local authorities covering a variety of health, safety, labor, employmen…

A significant portion of our revenues involves transportation of commodities to and from international markets – Although revenues from our operations are attributable to transportation services provided in the U.S.,…

We urge you to consider carefully the factors described below and the risks that they present for our operations as well as the risks addressed in other reports and materials that we file with the SEC and the other in…

encouraging the use of alternative sources of energy also can affect certain of our customers and the markets for certain of the commodities we carry in a manner that could unpredictably alter our traffic patterns or…

materially affect the cost or value of imports or exports; (e) shifts in patterns of international trade, including as a result of changes to international trade agreements or policies, that adversely affect import an…

Various risks, uncertainties, and events beyond the combined company’s control could affect its ability to comply with the covenants contained in its financing agreements.

The combined company’s ability to comply with the leverage covenant in future periods will depend on its ongoing financial and operating performance, which in turn will be subject to economic conditions and to financi…

In addition, the combined company will likely be required to comply with a leverage covenant as set forth in these agreements.

The financing arrangements that the combined company will enter into in connection with the mergers may, under certain circumstances, contain restrictions and limitations that could significantly impact the combined c…

The combined company’s indebtedness may limit its flexibility and increase its borrowing costs — The combined company’s consolidated indebtedness may have the effect of, among other things, increasing borrowing costs.

The combined company is expected to incur substantial expenses related to the completion of the mergers and the integration of the Company and Norfolk Southern — The combined company is expected to incur substantial e…

The future results of the combined company may be adversely impacted if the combined company does not effectively manage its expanded operations following the completion of the mergers — Following the completion of th…

The Company and Norfolk Southern have operated, and until completion of the mergers will continue to operate, independently.

Many of these factors will be outside of the combined company’s control and any one of them could result in delays, increased costs, decreases in the amount of expected revenues, and diversion of management’s time and…

•unforeseen expenses or delays associated with the mergers.

•unanticipated changes in federal or state laws or regulations or international trade agreements, including additional regulatory scrutiny or additional regulatory requirements as a result of the transaction or the si…

•coordinating geographically separate organizations;

•consolidating corporate and administrative infrastructures and eliminating duplicative operations and inconsistencies in standards, controls, procedures, and policies;

•retaining existing business and operational relationships and attracting new business and operational relationships;

•the possibility of faulty assumptions underlying expectations regarding the integration process;

•maintaining employee morale and attracting, motivating, and retaining management personnel and other key employees;

•the inherent risk and complexity of integrating railroad operations, including operating, information technology, safety, and managerial systems and processes, particularly on a large scale, in the context of ongoing…

•creating, implementing, and executing a unified business strategy, and operational, financial, and managerial control with respect to the combined entity;

•the diversion of management’s attention from ongoing business concerns and performance shortfalls at one or both of the companies as a result of the devotion of management’s attention to the mergers;

The mergers involve the integration of Norfolk Southern’s business with our existing business, which is a complex, costly, and time-consuming process.

The combined company may be unable to successfully integrate the businesses of the Company and Norfolk Southern and realize the anticipated benefits of the mergers — The success of the mergers will depend, in part, on…

Completion of the mergers may trigger change in control or other provisions in certain agreements to which Norfolk Southern or its subsidiaries are a party, which may have an adverse impact on the combined company’s b…

We may and have been a target of securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the mergers from being completed, whether or not such lawsuits have any…

Uncertainties associated with the mergers may cause a loss of management personnel and other key employees, and the Company and Norfolk Southern may have difficulty attracting and motivating management personnel and o…

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the mergers.

Under the terms of the merger agreement, each of the Company and Norfolk Southern is subject to certain restrictions on the conduct of its business prior to completing the first merger (as defined in the merger agreem…

The Company and Norfolk Southern are each subject to business uncertainties and contractual restrictions while the mergers are pending, which could adversely affect both our business and operations and the combined co…

In addition, under existing law, our railroad competitors and customers, Norfolk Southern’s railroad competitors and customers, and other interested parties may intervene to oppose the STB application or seek protecti…

regulatory approvals on a timely basis, any such delays may increase our costs and reduce the anticipated benefits of the mergers, which could also have a significant adverse effect on the combined company’s business.

The mergers are subject to the receipt of the requisite regulatory approvals, which requisite regulatory approvals may never be obtained, therefore preventing completion of the mergers.

If the merger agreement is terminated in accordance with its terms, and we or Norfolk Southern seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to…

These provisions could discourage a potential acquiror of us or alternative merger partner that might have an interest in acquiring all or a significant portion of the Company or pursuing an alternative acquisition tr…

In some circumstances, upon termination of the merger agreement in connection with an alternative proposal, we may be required to pay a termination fee of $2.5 billion to Norfolk Southern.

The merger agreement contains provisions that limit our ability to pursue alternatives to the mergers, and, in specified circumstances, could require us to pay substantial termination fees to Norfolk Southern — The me…

Similarly, delays in the completion of the mergers could, among other things, result in additional transaction costs, loss of revenues, or other negative effects associated with uncertainty about completion of the mer…

In addition, if the mergers are not completed, we could be subject to litigation related to any failure to complete the mergers or related to any enforcement proceeding commenced against us to perform our obligations…

•we will be required to pay our respective costs relating to the mergers, such as legal, accounting, and printing fees, whether or not the mergers are completed.

•we may experience negative reactions from the financial markets or from customers, suppliers, employees, labor unions, or other business partners; and

•time, resources, and costs committed by our management team to matters relating to the mergers could otherwise have been devoted to pursuing other beneficial opportunities;

•we could owe substantial termination fees to Norfolk Southern under certain circumstances;

•the market price of our common stock could decline;

If the mergers are not completed, our ongoing business may be materially adversely affected and, without realizing any of the benefits of having completed the mergers, we will be subject to a number of risks, includin…

The mergers are subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all.