In this document, Highly Confidential material is enclosed in double braces, and Confidential material is enclosed in single braces. Highly Confidential and Confidential material is redacted from the public version of document filed at the Board.

            Applicants make this initial submission in response to the Board’s Decision No. 21, served on May 28, 2026. Applicants are committed to responding fully to the Board’s requests for supplemental information in Decision No. 21 on a rolling basis, and they welcome a transparent, good faith, and fact-based process that a proceeding of this importance demands.

            In this initial submission, Applicants address the Board’s requests related to the Terminal Railroad Association of St. Louis (“TRRA”); Kansas City Terminal Railway (“KCT”); and TTX Company (“TTX”). The proposed transaction will not lead to competitive or operational concerns with respect to any of these entities, each of which has long-standing, independent governance structures in place to ensure that they will continue to operate in an efficient and non-discriminatory manner. As a result, even if Applicants were to control any of these entities, they would continue to provide their fundamentally pro-competitive services to all of their customers.

             Nevertheless, Applicants have provided multiple alternative concessions for ensuring the combined company will not control these entities. Regarding TRRA, Applicants have included alternatives that do not depend upon the cooperation of any other TRRA owner. Applicants also provide a proposed procedural schedule for a public review of those alternatives. With respect to KCT, Applicants would not acquire control of KCT in an unconditioned merger, but they confirm there would be no impediment to a divestiture condition, should the Board conclude a divestiture remedy is necessary. With respect to TTX, Applicants have identified practical solutions for implementing their commitment to divest the combined company’s ownership of TTX to 49 percent.

            Finally, Applicants describe below why neither the proposed transaction nor their potential divestment options would affect their financial obligations to, or the continued viability of, TRRA, KCT, or TTX.

            Applicants intend to provide the remainder of their responses to Decision No. 21 on or before July 27, 2026. Those responses will address the Board’s remaining requests for supplemental information, including those bearing directly on the substantial public benefits of the proposed transaction and why the merger satisfies the statutory public-interest standard.

I.        TRRA
            A.     Introduction
            In the Amended Application, Applicants offered, as a concession, to condition consummation of the UP/NS merger on their divesting or otherwise relinquishing control of sufficient ownership and governance rights in TRRA such that UP/NS will not control TRRA (the “TRRA Commitment”). ¹ Given TRRA’s structure and objectives as described more fully below, ensuring Applicants will not control TRRA would be a straightforward matter if TRRA’s other owners would cooperate. Unfortunately, the other owners are using TRRA as a pawn in their efforts to defeat the proposed UP/NS merger. Applicants are not seeking a windfall—or even remuneration—in connection with their TRRA Commitment; as described below, they are proposing to divest the NS shares for no consideration (or nominal consideration, such as $1), and to retain NS’s obligations related to a guaranty regarding certain financing for repairs to TRRA’s Merchants Bridge. The Board cannot credit claims by the other owners that UP/NS’s control of TRRA would create competitive harm while they simultaneously seek to stymie Applicants’ efforts to avoid such control. If any of these other owners were actually concerned about the competitive effects of increased ownership, they would welcome proposals to address those concerns.

          The Board should be aware of the measures that the other TRRA owners have taken to thwart resolution of TRRA ownership while simultaneously criticizing that ownership. Over six months ago, in January 2026, Applicants started their efforts to cooperatively address the other owners’ purported concerns. UP’s designated board members asked TRRA’s corporate secretary to call a special meeting of TRRA’s board to discuss UP’s proposal that TRRA’s other owners acquire NS’s shares subject to Board approval of the proposed transaction. TRRA’s corporate secretary issued a notice on February 4, 2026, for a meeting to be held on February 17, 2026. ² Notwithstanding that TRRA’s independent, outside counsel confirmed that both the notice and the purpose were proper, none of the other owners showed up to the meeting. ³