Welcome to Union Pacific's Second Quarter Earnings Call. [Operator Instructions]. As a reminder, this conference is being recorded, and the slides for today's presentation are available on Union Pacific's website. It is now my pleasure to introduce your host, Mr. Lance Fritz, President and CEO for Union Pacific. Thank you, Mr. Fritz. You may now begin.

Good morning, everybody. Welcome to Union Pacific's second quarter earnings conference call. With me here today in Omaha are Eric Butler, Executive Vice President of Marketing and Sales; Cameron Scott, our Executive Vice President of Operations; and Rob Knight, our Chief Financial Officer. This morning, Union Pacific is reporting net income of $1.2 billion, or $1.38 per share for the second quarter of 2015. This is a 3% decrease in earnings per share compared to the second quarter of 2014. Solid core pricing gains were not enough to overcome a significant decrease in demand. Total volumes in the second quarter were down 6%, led by a sharp decline in coal. Industrial products and agricultural products also posted significant volume decreases. As you recall, first quarter volumes were down 2%, and we began realigning our resources early in the year, storing locomotives and furloughing employees. These efforts continued throughout the second quarter. We've made meaningful progress right sizing our resources to current volumes, and I'm encouraged to report that we've made these improvements while posting strong safety performance. But, our work is not finished. We'll continue to become more agile with our network and our resources. We remain focused on providing safe and efficient service for our customers, and strong financial performance for our shareholders. With that, I'll turn it over to Eric.

Thanks, Lance, and good morning. In the second quarter, our volume was down 6%, with gains in automotive and intermodal more than offset by declines in coal, industrial products and Ag products. We generated solid core pricing gains of 4%, but it was not enough to offset the drop in fuel surcharge and the mix headwinds, as average revenue per car declined 5% in the quarter. You'll see the impact of lower fuel surcharge revenue as we discuss each business group. Overall, the decline in volume and lower average revenue per car drove a 10% decrease in freight revenue. Let's take a closer look at each of the six business groups. Ag products revenue was down 7% on a 7% volume decrease in flat average revenue per car. Grain volume was down 19% in the quarter. Our domestic feed grain shipments declined 6% as we return to more normal seasonal shipping patterns compared to the strong demand last year. Export feed grain was impacted by the strong US dollar and abundant global grain supply, driving our export shipments down 36%. In wheat, our export shipments also declined, but were partially offset by moderately better domestic shipments. Grain products volume was down 3% for the quarter. Ethanol volume declined 6%, driven by extended plant maintenance downtime following a record year of production. Partially offsetting the ethanol decline was increased demand for soy bean meal exports to China and an increase in bio-diesel shipments. Food and refrigerator shipments were down 2%, driven primarily by fewer potato shipments and also due to lower frozen meat exports. Automotive revenue was up 3% in the second quarter on a 7% increase in volume, partially offset by a 3% reduction in average revenue per car. Finished vehicle shipments were up 8% this quarter, driven by continued…

Thanks, Eric, and good morning. Starting with our safety performance. Our first half reportable injury rate improved 23% versus 2014 to a record low 0.82. Successfully finding and addressing risk in the work place is clearly having a positive impact, as we improve towards our goal of zero incidents. In rail equipment incidents or derailments, our reportable rate increased 17% to 3.46, driven by an increase in yard and industry reportable. To make improvement going forward, we will continue to focus on enhanced training to eliminate human factor incidents. We will also continue making investments that harden our infrastructure to reduce incidents. In public safety, our grade crossing incident rate improved 11% versus 2014 to 1.97. We continue to drive improvement by reinforcing public awareness through channels including public safety campaigns and community partnerships. Moving to network performance, we continue to face a very dynamic environment. Significant volume swings and business mix shifts have led us to more frequently adjust our transportation plans. Add to it the numerous flooding related outages we faced during the quarter, and it was a challenging operating environment. During the quarter, we experienced 64 weather interruption days, caused by more than 100 weather-related track outages, including a significant interruption in the Powder River basin during early June. We define interruption days as more than 50 hours of train delay associated with weather or incident events. The strength of our franchise and investments we have made in resources and infrastructure have enabled us to mitigate the impact of these events. We rerouted trains where possible, while our engineering crews worked around the clock to restore operations. I'm very proud of the men and women of Union Pacific who faced these challenges head on, enabling us to generate year-over-year improvement in both velocity and terminal dwell. That…

Thanks, good morning. Let's start with a recap of our second quarter results. Operating revenue was just over $5.4 billion in the quarter, down 10% versus last year. A significant decline in volume and lower fuel surcharge revenue, along with a negative shift in business mix more than offset another quarter of solid core pricing. Operating expenses totaled just under $3.5 billion, decreasing 9% when compared to last year. Drivers of this expense reduction where significantly lower fuel expense, along with volume-related reductions and cost-saving initiatives. The net result was an 11% decrease in operating income to $1.9 billion. Below the line, other income totaled $142 million, up from $22 million in 2014. Included in this amount is the previously announced Fremont, California land sale, which contributed $113 million to pretax income or $0.08 per share to total earnings. Interest expense of $153 million was up 11% compared to the previous year, driven by increased debt issuance during the last 12 months. Income tax expense decreased 7% to $734 million, driven primarily by reduced pretax earnings. Net income decreased 7% versus last year, while the outstanding share balance declined 3% as a result of our continued share repurchase activity. These results combine to produce a quarterly earnings of $1.38 per share, down 3% versus last year. Now, turning to our top line, freight revenue of about $5.1 billion was down 10% versus last year. In addition to a 6% volume decline, fuel surcharge revenue was down about $400 million when compared to 2014. All in, we estimate the net impact of fuel price was a $0.06 headwind to earnings in the second quarter versus last year. This includes the net impact from both fuel surcharges and lower diesel fuel costs. Of course this is a turnaround from the first quarter,…

Thanks, Rob. With the challenges of the first half now behind us, our focus is on the remainder of the year and beyond. Clearly, there are still a lot of moving parts. We'll keep a close eye on crude oil and natural gas prices, the upcoming grain harvest, the strong dollar impact on balance of trade, as well as the continued demand for autos and the outlook for the consumer economy. All of this leads to a fluid demand picture across many of our business segments. While the volume outlook is uncertain, we remain laser focused on operating safely and efficiently no matter what the market environment. We will continue to reduce costs and productivity as we further align resources with demand. While we've made some progress, there is more to be done. Longer term, we continue to be optimistic about the strengths of our diverse rail franchise. We remain committed to providing excellent service for our customers and strong returns to our shareholders in the years ahead. So with that, let's open up the lines for your questions.

Lance, if I can make one comment before we take the first question?

Sure.

We just understand here recently that some of you have had trouble accessing the slides on our web site. They are back up and running now. So if you have any difficulty, we suggest you log out and log back in, and they should be up and available for you. We apologize for that.

Thanks, Rob.

Thank you. [Operator Instructions] Our first question comes from the line of Chris Wetherbee with Citigroup.

Good morning. I wanted to touch on, Rob, what you wrapped up there with. When you think about earnings progression as we go through the rest of the year, clearly we had the pinch point here in the second quarter with resources relative to volume. Volume gets better a little bit sequentially, and resources are still adjusting. Do you feel like getting back to year-over-year earnings growth is something that can be achieved by the fourth quarter of this year? I don't want to get too specific in terms of guidance, but I just want to get a rough sense of the puts and takes about trying to get back up to a positive trajectory and then thinking out into 2016?

We're focused on obviously improving earnings as best we can. You're exactly right, we're going to be laser focused on continuing to align the resources and be as efficient as we can on the costs. But what we're calling out in my comment to suggesting that it's not likely that we will beat last year's record earnings is the reality of what we're seeing in the business mix, particularly the coal volumes. We're not calling for any dramatic turnaround in our coal volumes. As Eric pointed out, while we are seeing some sequential improvement as we speak right now, we are anticipating that that will be a challenge. The other thing I would just point out Chris in the way you're looking at it, is recall last year actually is a very tough comp for the fourth quarter in particular. So we've got that headwind, if you will, in terms of getting back above that level. So we're focused on taking advantage of every opportunity we can, but we just see some continuing softness in some of our key markets, and that's going to be the key driver.

That's helpful. Just a quick follow-up on the coal that you mentioned there. As you see that sequential improvement into 3Q, any sense you can give us on how to think about that specific commodity group in the back half, or just maybe the third quarter? And maybe where stockpiles are, so we can get some rough sense there? Thank you.

Eric, can you take care of that for us?

It all depends, Chris, as we always say, depending on weather. Inventory levels are still higher than the 5-year average. They have come down about three or four days. The burn is increasing, but they are still higher. The volumes will depend on whether; it will depend a lot on natural gas pricing. At current natural gas levels, it remains a difficult comparison for coal to remain coal. It's about a 30%, 32% market share today, versus the 39%, 40% last year. A big change in that is natural gas pricing.

Thanks for your time.

Our next question is coming from the line of Allison Landry with Credit Suisse. Please go ahead with your questions.

Thanks, good morning. So, I just wanted to talk a little bit about the mix head wind that you mentioned going forward. So based on some of your comments, if grain volumes do end up materializing, you do see a rebound in construction products and potentially some muted growth on the intermodal side. Is there a scenario where mix could be flattish? I'm just trying to understand maybe some of the puts and takes, and the magnitude of the negative mix in the back half.

Rob, do you want to take that?

If what you just outlined, Allison, came true, those would certainly be positive contributors to the mix. As you know, I don't give guidance on mix. It's rare that we do. This year is unique in that we are confident that the mix head winds are in front of us. So we're giving that directional guidance. I would just remind everyone that, because of the great diversity of our business mix, which is a strong attribute of the Union Pacific franchise, we tend to have a lot of mix swings in our business from quarter to quarter. So the points that you are making would certainly contribute. Would they be enough to overcome some of the other head winds like the coal, the shale, the sand, et cetera? Perhaps not, but every opportunity we have to, you know, narrow the gap, if you will, and improve on the mix, we'll certainly take advantage of it.

I'd like to add to that. This is Lance, our commercial team has a robust business development pipeline. They're pursuing business opportunity that presents itself to us because of our wonderful diverse franchise. So to Rob's point, it's hard to be precise in making a future call. There are opportunities and puts and takes. The guidance we've given you is what we think is our best guess.

Okay. Just a follow-up question. Could you give us a sense of how much the inefficiencies cost you in the second quarter?

Yes, Allison, just to rephrase that, remember we said it was up to about - call that $100 million in the first quarter. It was closer to just under a point in the second quarter. From a dollar standpoint, we'll call that a $50 million improvement, from first to second quarter in those efficiencies. Again, we're focused on continuing aggressively to remove those efficiencies as quickly as we can.

Sorry, I missed that last part. Thank you.

Our next question comes from the line of Scott Group with Wolfe research. Please go ahead with your questions.

Thanks, good morning.

Good morning.

Just want to clarify one quick thing first. Rob your comments about earnings growth, what are you assuming for the second quarter? Is that based on $1.30 or $1.38?

In the second quarter, $1.38. I guess what you are getting at is the land sale. Yes, all in.

Okay. So a question on coal. We understand some of the pressures, but seeing so much more weakness in your volumes relative to BNSF, is there any color you can provide on - maybe there is a big market share loss or customer loss that we should be thinking about, and when that began? Are you starting to see any pressure from the utilities on a pricing standpoint?

I'm going to let Eric answer that question.

As we mentioned at last quarter, Scott, we do think we came into this year a different place than our western competitor in terms of inventory levels of our key customer utilities, and we do think that that has had an impact. We also think, as we mentioned in our comments, that some of the flooding and track outages that we experienced particularly in June, had an impact that you probably won't see in the numbers of our western competitor. One of the other impacts that we have seen is that there are probably a couple of specific customers that have had outages, that have had challenges in their energy markets in terms of them competing that are probably disproportionately impacting us than our competitor. We think over time, that kind of works its way out. Certainly in the second quarter it had an impact. We always compete for business. We think we have a market value. We are continuing to focus on the strong price in terms of the second part of your question. You know, we feel good about the market value, and the price for our services, and that is reflected in our results in the second quarter.

Thanks. The last question, I want to ask about share buybacks. It seems to me for the past several years, you have had this really unique story with the legacy pricing. That's behind us now, but it seems to me, you still have a unique opportunity in terms of having by far the least leverage of any of the rails. Given the weakness in the stock and maybe tougher to grow earnings. Do you start to think about using that optionality more aggressively? And why not?

Scott, you know the guidance we've given in terms of the metrics that we're comfortable with. To your point on the share buyback, if you look at the first half of this year compared to last year's first half, we're up about 10% in terms of our share buyback, and we will continue to be opportunistic, and at the prices that we're seeing right now, we think those are nice entry points. So we will - we are certainly, as we always have, buy more when it's down, less when it's up. Your longer term question, I think is answered in our comfort with our longer term metrics that we've given.

Scott, this is Lance. I want to react to something that was in your question, which said tougher to grow earnings, going forward. I want to reemphasize what we've constantly focused on with our investors, and that is we've got an industry best franchise. It's got plenty of opportunity for a growth and business development. We've got plenty of opportunity to continue to improve the productivity and efficiency of operations. For the very long term, we feel very good about our long-term guidance.

Thank you.

Thank you.

Our next question comes from the line of Ken Hoexter with Merrill Lynch. Please go with your question.

Great. Good morning. Just a little follow-up on the coal just for a second. I want to go back to last quarter, you thought coal was going to be down 5%. At that point it was already running down in the mid-teens. I just want to think back to the inefficiencies, as you noted. Have you been slower to cut costs in addition to the inefficiencies? Lance, the question would be, what gets to you move quicker? Thinking about how to balance cutting costs and staying ahead of that, but then if you get that inflection on volumes at some point to still be prepared? How do you think about how quickly you want to cut out some of those additional costs?

Sure. So Ken, putting this all in context, right? This time last year, second quarter last year, we were behind in resources, experiencing substantial growth, and as rapidly as we could, filling our pipeline with new employees. We came into this quarter or this year and then in the first quarter, as you note, declined 2%, which was not our expectation and then further declined in the second quarter. So as soon as we recognized this year that we need to make adjustments, we've been doing so. The big thing that has us mismatched right now is really two parts, and Rob hit both. One is our capital program and the type of capital we're spending is demanding that we have more capital head count. So there's a head count imbalance there that grew year-over-year, and our training pipeline where we were just filling it up in the second quarter last year, and we're now emptying it out in the second quarter this year. As we move into the third quarter, all of that is happening at a rapid pace and will continue to happen. I expect by the end of the third quarter, much more balance as regards to training and as regards overall head count and resources targeted on the transportation product. You know, answering your question, could we do things faster? Hindsight is a luxury we typically don't have in planning the business. I certainly wish we had better clarity in what our markets would be doing, what the mix would look like. We certainly would be making adjustments more rapidly if we did. However, in the pragmatic world we're in right now, there is an opportunity for us to be better. We're working very hard right now in trying to figure out ways to be more agile with our resources, to be quicker in recognizing market shifts and being quicker and being able to take those actions. So I think it's a fair question.

I appreciate that seems tough to see with some more volatility on the volume side. On the follow up, maybe just throwing it to Eric. On, I think the question before was talking about more on the coal side and the competition. If you are seeing that impacting pricing? It seems like with your positive 4% pure pricing. But I want to understand, are you seeing across the other commodities, as Burlington has improved their service levels, are you seeing increased competition on the volume side? And any thoughts on pricing and what that may do outside of your legacy renewals.

Ken, we always say we have a tough competitor. They always have been. Always will be. Not only is the Burlington a tough competitor, but we compete with other railroads and other markets. We also compete with trucks. Trucks are also a tough competitor, and lower fuel prices are helping them. That being said, we feel good about our value proposition we're continuing to focus on the strategies and initiatives to improve our value proposition. It's our goal to have the best service and value proposition in the industry. If we do that, we think we'll be able to price appropriately for our value.

Thanks for the time and insight.

The next question is from the line of Brandon Oglenski with Barclays. Please go ahead with your question.

Good morning, everyone.

Good morning.

Rob, can I follow up on this line of questions, here? Just thinking about your OR or your margins in the back half of the year. I think if we look back the last couple of years, you've had quite a bit of sequential improvement and profitability. We're talking a lot of pluses and minuses here. Business mix should be negative, still lower volumes year on year, but sequentially improving. Still getting price. Then you talked a lot about the fuel impact in the second quarter and how that could be incremental headwind. You have wage inflation, but head count reduction. So as you balance all of this out, with the best view right now, how do you feel about the operating ratio heading into the second half of the year?

Yes. There's a lot of moving parts, as you point out. Fuel being a big one, in terms of the impact that that has on the operating ratio itself. But our focus would be that that is an opportunity still for to us make year-over-year improvement. The way things look at this point in time, fuel would probably help in that regard unless it dramatically changes and spikes up. We are focused on, for all of the efficiencies that we plan on taking, the continued focus on price, the diverse opportunities that still will present themselves. We are focused on still improving the operating ratio year-over-year.

That's helpful. Eric, can you comment a little bit on grain markets? There is a big discussion that, if we have another big harvest or relatively large harvest, which I think the government is calling for right now, how much of that can we actually store if folks decide they don't want to sell into a lower commodity price environment? Or is there just not that much storage? Are we going to end up having to move the volume anyways?

The outlook right now is that the yields look strong. Still relatively early in the growing season, so anything could happen from a weather standpoint. Right now, the projections are, while it may not be a record crop like the last two years, it still will be a pretty strong corn and bean crop. As you suggest, storage of crops are relatively high because US grain has not been able to compete as effectively, because there have been strong world grain crops and the strong US dollar. So there is a speculation that says if it is a strong crop, there will have to have the current products or the crop move, and so that would be a positive for us in the second half of the year. You know, there's always uncertainty in our markets, but that is one of the scenarios that could be positive for the transportation system.

Next question is coming from the line of David Vernon with Bernstein research.

Rob, with the weather events that we had this year being a lot worse than last year, is there any estimate for the costs that you may be incurred this quarter that wouldn't be there if weather would have been a little more favorable, or is that too hard to call?

I think it's just too hard to call, David, to be honest. It would be rolled up in those inefficiencies that I called out.

From a mix perspective, the revenue tonne mile was - tonne miles were down 14% relative to the car load decline of mid-single digit. Where in the business, Eric, do you see the biggest negative mix on the length of haul right now?

As Rob said there's a lot of ins and outs in terms of mix, and we actually have had ins and outs in terms of mix across the business line. Coal certainly is a negative mix item, as you might imagine, but we have grown our intermodal business, which is a longer haul, so that would be positive. There's always lots of ins and outs.

Is the fall off in Frac sand, for example - were those sort of longer length of haul than your average industrial product shipment?

Frac sand is right around the average length of haul for industrial products. Certainly the fall off from that has had a revenue mix impact, as Rob talked about.

Alright. Thank you.

Our next question is from the line of Tom Wadewitz, with UBS. Please go ahead with your questions.

Good morning. I wanted to ask you about volumes in second half, and I know that, you know it's a directional question. I know it's hard to have tons of granularity on this stuff, but volumes are down 6% year-over-year in second quarter. I think the comparison's maybe just a touch easier in third. The way we should look at this is less worse year-over-year in third quarter. Is that a pretty reasonable assumption? When you look at fourth quarter, a little bit less worse? And how would you - any broad comments on just thinking about modeling volumes, year over year, third quarter and fourth quarter?

Before I let Rob speak to it in perhaps more detail, the way we're thinking about volumes in the second half, and we said it is - We're expecting a normal seasonal pattern, so seasonally, we see a peak in the second half and the third quarter. But there's a lot of reason for to us think that it's a muted peak. So I think that's sequentially better, but there's head winds against the year-over-year. Rob?

I would just reiterate what we said earlier. And that is, we expect them to be down somewhat in the back half. We're not giving quarterly guidance on the volume, but the thing I would just point out is that I'd like to think that the sequential improvement that we're starting to see that Eric pointed out in coal will help in that third quarter year-over-year look. Then the fourth quarter is a little more of a challenge for us. So we're not calling it. But we're certainly focused and hopeful that things from a year-over-year perspective don't look like a 6% down kind of number, but we're not giving precise guidance on that.

That's good. I appreciate the comments. Then the follow-up question, on the expenses. Obviously, there's a lag on some of these items, so I suppose training expense and maybe in some of your materials expense and some others. How would I look sequentially at some of these categories where you have seen improvement. You know, if I look at purchased services, you are down quite a bit sequentially. Is that down more in third quarter versus second? Another category, rents was kind of flat sequentially. Are some of those categories down more in absolute terms in third quarter versus second?

Rob?

Thank you.

This probably won't shock you, but you're going to stump me in terms of trying to get into individual expense categories. But I would just say that all of the categories are stones that we are uncovering and looking for opportunities. Labor, of course, shows up across the board, and that I would say, as a large position, is what we're really focused on. That might show up of course in multiple expense categories. As I pointed out, remember we took the $100 million of inefficiency or misalignment in the first quarter down to let's call it $50 million-ish in the second quarter, and we're focused on going after that $50 million, and then some. Our focus is to not just stop there, but continue to achieve as efficient of operations as we possibly can, matching against demand. So long answer to your short question, but would I say it's across the board that we are going to expect ourselves to make improvements.

Okay, great. Thank you.

Our next question is from the line of Bascome Majors, with Susquehanna. Please go ahead with your question.

Yes, thanks for taking my question here. So clearly, there were a lot of volatility and low visibility in the second quarter relative to where you thought you were in earning the quarter from a demand perspective. I'm curious, now versus two or three months ago, what's your sense from your customers? Are they seeing more stability and low visibility? Is there any conviction that things have stabilized on top of the comments you made on coal earlier?

Let me start with that, and then we'll get it to the expert in Eric. When you look at our top line, the story that we talked about in the first quarter really is the same in the second quarter, just more acute. That is there are areas of the economy that feel pretty stable and pretty good. It's reflected in the consumer side of the economy and specifically in things like our automotive shipments in the domestic intermodal product, a couple of things like that. This acute impact in the energy side of our business, specifically coal and shale energy-related product, is largely driving that top line problem. Eric?

That's right. I'm not sure there's much to add, but the economy feels pretty good. Most of the macroeconomic indicators are going in the right direction. You know them as well as I do, and we're seeing that in our business. The issue we have is a significant shortfall on coal driven by natural gas, mild weather, and some episodic issues with some large customers of ours. And, frankly, the falloff in our share-related business. But aside from that, the economic indicators and the economy - customers are feeling pretty good. Trend's already up the correct direction.

Thank you for that. If I could just get one more in on the margin front. You mentioned that the headwinds from operational inefficiencies were about a point less in 2Q versus 1Q. But if I net out the impact of fuel surcharge, you'd have to go back quite a ways to see the net year-over-year margin decline as steep as you saw this quarter. As we try to directionally understand the drivers here. Can you rank order; mix, demand related, and simply a function of what the marketplace is giving you, versus you know, whether it's a timing lag between the shifts you've seen in the marketplace, and you have addressed the resource resizing already, to some extent? How significant is the net fuel headwind for the year that you alluded to in your prepared remarks earlier?

So Rob, you want to take this one?

Let me try to answer that simply by saying they're all contributors, and they're all challenges that we deal with in our delay daily lives. But I would say, if you look at the second quarter, the biggest hit, if you would, would start with volume driven by coal. Second on the list is the mix impact, which obviously is impacted by the coal fall-off as well. But the mix impact of changing within our business mix, the sand, etcetera; the grains, etcetera, those would be the big drivers.

What's part disappointing and part encouraging - and Cameron walked us through this. We had areas of real productivity improvement that our team drove, both the commercial and the operating team, from the standpoint of train size improvement to near record levels on almost every product. Continued improvement, and switching efficiency, and it was overwhelmed by this mismatch, this imbalance in resources. We're aggressively going after that, we'll get that right.

Thanks for that color. I really appreciate it.

Our next question is Brian Ossenbeck with JPMorgan. Please proceed with your questions.

Hey, good morning. Thanks for taking my call. Clearly a lot going on in the volume aspect. I wanted to talk more about the regulatory front, where there's also a lot going on. I got two transportation spending bills in congress. When you look in the senate version, which may or may not make it, there's actually a whole lot of stuff about rail, PTC, hazardous materials, recording devices, etcetera. So with that and the recent challenge put on the - [Technical Difficulty] standards - if you could give us a high level view - [Technical Difficulty] it's always there; that's always something to look at and be cognizant of, but anything that you are especially focused on for the remainder of the 2015 into next year?

Brian, you broke up a little bit when you were asking the detail of your question. Let me tell you what I think I heard and you tell me if that's right. You are asking, broadly, there's a lot going on in the regulatory environment, and what do we see coming out of that in the rest of the year and next year?

Yes that's good. Thanks.

Okay. Our first primary focus in Washington is an extension on positive train control, or PTC. We've been crystal clear with our regulators and elected officials that we need that, that Union Pacific is not going to make the deadline. There is really no railroad that will make that deadline. The industry needs an extension. I believe everybody understands that. It looks like there's an opportunity to have that happen as maybe part of a highway bill or some other vehicle. The hard part of that is we've got to start making plans in case a PTC extension does not occur. And we'll then have to start communicating to our affected customers and commuter agencies what those plans are and what the timing is. That probably starts up sometime in September. There is a bit of a clock ticking on that. The second thing we're focused on intently is HAZMAT regulation, as you pointed out. We are in that dialogue. We think the regulation as published by the DOT has a couple of flaws. More broadly, we're very supportive of a new tank car standard. We've been asking for it, both as a company and as an industry for years. We are working diligently to get that standard right, to make it more safe than it currently is. The last thing we're working pretty hard on is different issues in front of the STB which is our commercial regulator. We're active in that dialogue, and trying to navigate that for the best of our company.

Okay, thanks. That was a good overview. Hopefully I've found a better spot for cell signal for the quick follow-up. I was wondering with all of the stuff going on with coal, as you look into next year, anything - this is another regulatory question, with the Mets ruling being kicked down to the circuit court by the Supreme Court a couple of weeks ago. Do you think that - one, every really had any impact in your service area. And two, if it did, you see any potential benefit from that rule being thrown back for reconsideration.

I'm going to let Eric answer that specific question on coal emissions regulation. I'll just start with a broad statement. We believe coal needs to continue to be a robust part of electricity generation in the United States. It's low cost, it's abundant, and it can be clean in terms of its emissions. That's very important for the US economy and for the US manufactures to be competitive on a global scale. Eric?

In terms of the specific question, we don't think that the - while we applaud the ruling, we don't think it's going to have a significant impact. Either entities were already planning for it and/or they might still plan for it just because they don't know what might happen on the inevitable appeal that will occur. Or it wasn't going to have a significant issue anyway. So the fact that it was remanded, I don't think is going to have a significant impact one way or the other.

Alright, Lance and Eric, thank you for your time.

Thank you.

Our next question is from the line of Bill Greene with Morgan Stanley.

Hi, good morning. Lance and Rob, I want to just explore a little bit the relationship between OR and the coal franchise. As you know, a lot of investors think of coal as being highly profitable. If coal weren't to come back, or even to go down further from here - in a longer term sense, like a secular decline, does it impede your ability to achieve your long term OR? Or do you feel like productivity and price alone can allow you to achieve that, even if the coal franchise ends up much smaller than it is today?

I'll let Rob answer more specifically. I'll give you an overarching reaction, and that is, there are lots of puts and takes in our business, over the long term. Our franchise is such that we've always been able to find growth opportunities and take advantage of them, and I'll remind you that our overall business strategy is predicated on an industry best - a demonstrably better service product and pricing for that value. Along with productivity, all of that tells me I am confident in our long-term OR guidance. Rob?

I would reiterate what you just said. First of all, we're not calling for the death of coal as a business unit for us. We're experiencing a bit of a hiccup here. But I would say first of all, obviously that size of a business is a positive contributor to our OR. As it shrinks or any business shrinks, we have, as we've talked and as you know, we have a lot of diverse opportunities in front of us that give us a lot of confidence. That's what keeps us as confident as ever that we could still meet our long-term OR guidance. If we were to see it take a step down, any business unit take a step down, we would have to do the things that we have done over the last decade. That is right size our organization and make sure we are being smart about adjusting our costs accordingly so that we can continue to make progress on our financial results.

Okay, fair enough. A follow-up question is on the dollar. A lot of investors sort of ask me about whether rails were really sort of pseudo commodity plays, and a weak dollar effectively caused a lot of stuff in North America to move, not just sort of by rail, but a broader industrial implication. So do you feel like a strong dollar impedes your ability to get the car loads back to let's say over $180,000 a week? Is this sort of a real risk factor that we need to keep in mind when we think about longer term volumes?

I don't think so. You know, certainly as you know, when you have strong currency moves one way or the other, it could affect commodity flows. We see that in all of our commodity markets. But long term, North America is still kind of a strong, productive, secure, relatively low cost place of production. It's also a huge consumption market. Those things will continue to drive us being in the sweet spot for our transportation services, whether it's export or import. Long term, it doesn't move the needle.

Thanks for the time.

Our next question is with Rob Salmon with Deutsche Bank. Please proceed with your questions.

If I could shift it back to the core pricing, I was a little bit surprised that it actually was stable, sequentially, at that up 4% with half a point coming from the legacy, with weaker coal volumes. Robert, could you talk more about what drove that? I would have thought with less coal, it would have been a head wind to core pricing. So any additional color, if it's coming from the 2016 renewal that you got a little bit more of a benefit this quarter, and you are just getting stronger pricing across the franchise?

I'm going to throw it to Eric, but I'm very proud of the team for their results in the second quarter and a very difficult environment. The effectively priced for the value of the product, and that was a good outcome.

Rob can talk about the legacy impact. But, we are doing what we said. We have a value product, and we're pricing for it.

Specifically to the legacy question, I would say that was comparable to what we saw in the first quarter, where we said about a half point of the four was legacy, roughly. But you are also pointing out, and again, I'm as confident as Lance and Eric, and pleased with that performance. I think it shows that we're getting value in the marketplace. As you are also pointing out, and just to reiterate for others, the way we calculate our core price is if it doesn't move, we don't count it. We're hopeful that if and when coal resumes, some of the volume pick up, that some of those repriced contracts will be positive contributors to our margins as we move forward.

Rob, can you give us a sense, had coal either been flat or the decline in line with Q1 in terms of overall car loads, what core pricing would have looked like, this past quarter?

I really can't give you that size. And there's a big mix even within the coal line. I'm not giving that level of specificity, but suffice it to say there was some value left there by not moving it.

Fair enough. Appreciate the time.

Our next question is from the line of Jason Seidl of Cowen and Company.

Good morning. I want to talk a little bit about the intermodal franchise. Can you focus on, going forward, just how much you think the competition has increased from the truckload side, as some capacity has crept back into the marketplace? And also longer term, given the issues that the west coast ports have had, do you feel there's a chance that the west coast could lose some permanent market share to the east coast?

Jason, in terms of the first question, clearly lower fuel prices will incrementally, nominally make truckers more competitive, and clearly as the shale play has gone down, there appears to be what we think is a temporary alleviation with some of the driver shortages or a temporary reduction, I should say. There still are long-term driver shortages out there, but some of the move of labor from that to truck drivers has alleviated some of the shortage. So trucks continue to be a competitive option. I would point out in the second quarter, we set, again, another all-time domestic intermodal record. Our volumes set another record. We continue to see huge conversion opportunities, and we think as we have the service, value proposition, we'll continue to be able to penetrate and take advantage of that. In terms of the west coast port, clearly that had an impact. Certainly in the first quarter and the second quarter, as some of the backlogs were cleaned up, that had a positive impact. But as we said, we had a tough comp year-over-year because of the free shipping that occurred the previous year. I think one of the things that are instructive is kind of the spread rates, the ocean spread rates between east coast and west coast. The east coast ocean rates have actually increased about $250 on a spot basis over the last couple of months, which basically is making the west coast ports even more competitive than what they were before the strikes. So we think that there's some risk that there might be some nominal temporary rerouting as a supply chain risk management approach. I think there's some surveys out there that says companies might move 5% of the supply chain, risk management. We're not really seeing that, and we still think the west coast ports have an economic and a time value for product going pretty deep into the east.

Thank you for the details. For a follow up, Rob, maybe this is for you. Looking at all of the puts and takes in 2Q and looking forward, barring any other volume, unexpected volume shocks, do you view 2Q as sort of the low water mark for your margins?

There's a lot of moving parts. I would answer that by saying we're focused on making that statement true. Of course we're going to go after, and we are making progress as we pointed out, the inefficiency misalignment, but what we'll have to wait and see is exactly how the volumes play out, and all those variables and what fuel does, et cetera. But, I'd like to believe that that statement will become true.

Okay, fair enough. Gentlemen, thank you for your time as always.

Our next question is from Tom Kim, with Goldman Sachs. Please go ahead with your question.

With regard to domestic coal, were you impacted at all by coal fire utility plant retirements in the second quarter? Then also, if Nat gases remain stable, would you expect any further coal-to-gas switching for the second half of the year?

There's no impact from coal plant retirements. There's still significant surplus capacity. Both coal and other sources. So there was no impact on the retirement. We do not expect significant incremental switching. I think all of that can switch is switching, given current natural gas pricing.

That's helpful. Then just on the intermodal yields. Can you talk about what drove the sequential Q-and-Q and then year-on-year deterioration in your average intermodal ARPU's?

ARC. Intermodal ARC.

Yes.

As for all of our businesses in the second quarter, the ARC was really dominated by the fuel surcharge reduction.

I would also say, Tom, and mix - mix within each commodity group can also show up in there. There was no other marquee driver of that change.

Okay. So no change of length of haul, or anything like that. Just mostly that surcharge part.

Right.

Thank you.

Our next question is from the line of Justin Long with Stephens. Please go ahead with your question.

Thanks, and good morning.

Good morning.

With your coal volumes down substantially right now, I was curious, does that change your approach to pricing in your non-coal businesses? In other words, do you have the thought process that non-coal pricing now needs to move higher to maintain the return profile of the consolidated business, or do you view the pricing dynamics between coal and non-coal completely separately?

I'm going to let Eric answer in more detail but our team prices every single move on the value of that move to the customer. Eric?

Nothing else, that's it.

As a follow up, as we look into next year, if coal does continue to weaken and you are losing that high margin business, how are you thinking about where CapEx as a percentage of revenue needs to go in order to maintain or improve the current return profile of the business?

This is Rob. As you know, the long-term guidance that we've given on our capital spending is in that 16% to 17% of revenue, and we're not calling for the fall off or significant further declination in coal. But, if it did, we would - as we always do with our costs, we would right size. I would also just point out, your question reminds me that, given what we're seeing this year, we expect that metric of capital spending versus revenue to be a little bit higher this year, given what we're seeing in this fall off. But if you look longer term, we would right size the organization both from an OE and from a capital standpoint. But, that's not the guidance I'm giving, because that's not where we are at this point in time. But we would take those steps.

Something else to keep in mind, Justin, is we've got plenty of capital capacity already built for the coal network. It's not really driving CapEx today.

Thanks. Appreciate the time today.

Our next question is from the line of Jeff Kauffman with Buckingham research group. Please go ahead with your questions.

Thank you very much. You know, a lot of my questions have been asked, but let me come back to the capital question. Just given the realignment of resources, how are your capital priorities changing, ex-PTC?

Ex-PTC, we do our capital planning in a similar fashion year after year after year. We take a long term view of what we think markets are going to look like; we see how that lays in the existing network; we find where the hot spots exist from the standpoint of line of road constraint or terminal constraint, and then we target capital on that. There is a little bit of capital that gets spent on things like a specific project or a specific piece of business development, and then of course, there is a very large piece of capital that gets spent on consuming the existing network and maintaining it. And of course, that's driven by volumes and consumption. Cameron, is there - what else do you want to add to that?

I think you covered it all, Lance. Our focus continues to be on the southern region with a lot of our capacity CapEx. That's being driven by Eric's forecast.

Alright. A little follow-up to that. An unusual outage on the I-10 freight corridor, with the rains in Southern California. Is this an opportunity for the intermodal franchise? Is this forcing a lot of trucking capacity from LA to Phoenix to find alternatives?

That is one of our franchise corridors, as you know. It has been. We've invested in that corridor over time. We are growing, and will continue to grow. The temporary flooding that is happening out there because of the rains - As you know, trucks always have lots of ways to reroute. So there would be no significant incremental impact due to that. That is an area and a market that we're going after with our franchise. We have and we'll continue.

Okay. Thanks so much.

Thank you.

Our next question is from the line of Cherilyn Radbourne, with TD Securities. Please go ahead with your questions.

Thanks very much, and good morning. Most of my questions have been asked. I was just curious, in terms of the resource imbalance, can you just give a bit of color as to how much of that is head count, and how much is locomotives and other equipment?

Yes, so, we are balancing locomotives real-time to match the transportation plan, which matches what demand is telling us. So local motives from a storage count are very close to being about the right size. Right now, we have something like 900 locomotives in storage. The head count issue, again, is a little bit part capital, which is all about whatever our capital plan is, and part we have too many in the training pipeline, and too many kind of coming out of the training pipeline. That furlough count, which, I think we said was about 1200 at the end of the quarter. You know, depending on what happens with attrition and demand, that will continue to ebb and flow. Right now, it's growing. So we can make the fungible side of headcount, the individuals that are actually working and productive match real-time. It's the mechanism to get qualified trained employees that are taking us a little bit more time to get right.

Okay, that's helpful. That's all for me, thank you.

Thank you.

Our next question is from the line of John Larkin with Stifel. Please go ahead with your questions.

Thanks, gentlemen, for taking my question. I wanted to bore into intermodal a little bit more, one of your shining stars in the quarter, volume wise. The truckload carriers on the contract side of their business, at least, are getting in quite a few cases 6%, 6.5% yield improvement, and anecdotally, I've heard from a number of mostly privately held IMC's that you all are putting in some pretty aggressive price actions also, that would in theory still maintain that cost advantage, vis-a-vis, truckload. The pricing is obscured by that fuel surcharge that Eric talked about a minute ago, which depresses the ARC. Can you talk a little bit about whether this is one of your strong initiatives on pricing, and whether you are really getting a lot of follow through with that, or pushback from customers and whether that has moved the profitability of intermodal so that it is on par with the other commodity groups?

No customer ever wants to take a price increase. They are always very tough discussions. We are taking market price increases across our book of business, every segment of our business, based on our value proposition. And we're going to continue to do that.

Are the price increases in the vicinity of what the truckload carriers are getting, or are you not going to share that with us?

We reported the 4% core price increase, and we're focused on getting appropriate price increases.

You know we don't break it out by individual commodity group, but as Eric and the team - they are laser focused on improving the profitability in the intermodal group, as they are across the board. We're going to continue to do that.

As a follow on, can you talk a little about intermodal service, which had a lot of hiccups in 2014 due to weather congestion in Chicago, growth in the new energy markets, at least. How is intermodal service tracking this year, and when would you expect it to be back at, say, 2012 or early 2013 levels? Once it reaches that level, do you think there's some latent demand out there that will come back onto the railroad once you have more of a truckload-like service product.

Our first OS - that's our on-time origin departure for intermodal product, continues to increase. We're not quite back to 2013 or 2012 levels, but we're making very good progress. Particularly in Los Angeles and in Chicago. Over the road performance, we're still looking, as you can tell by our AAR velocity metric. We're still looking for a mile an hour. We're properly resourced, we've got great initiatives to go find that mile an hour and deliver it. We just don't have a stake in the ground as to when that will be achieved. We expect to make that improvement throughout the course of the year.

I would say, our goal was to be the best. So, we're clearly not satisfied with where our service is, and we're going to focus where Cam and his team, my team, we're working on. How do we improve the overall customer experience? And it's an intense focus, and I think as we go into the future, our goal is continuous improvement to improve what we take to the market.

Thanks very much.

Thank you.

Our next question is from the line of Matt Troy with Nomura Asset Management. Please go ahead with your question.

Just given the time of year typically from an accounting perspective, people revisit incentive comp and stock based accruals in second and fourth quarter. I was wondering, on a run rate basis, was that a help during the quarter, as we've seen at other railroads, as everyone struggled with the lower volume environment and stock prices, which have declined. If not, when might we expect, in light of the guidance for the lack of earnings growth this year, that that might flow through and help the comp line? I just want to make sure we avoid some of the lumpiness we've seen in other railroads.

I would say that it's a little bit in the second quarter. I'm not calling out or guiding that you are going to see anything lumpy in our numbers. I would say there was a little bit of an impact that showed up actually in our second quarter.

The second piece would be to revisit it in the fourth quarter? Is that typically how it runs? Or how does it go?

Yes, we always look at - each quarter, we look at what is the performance? So we'll stay tuned in terms of what impact that has in the back half. I don't envision it being lumpy, as you are citing.

Okay. And my follow-up - thank you for that, Rob. In light of the $0.01 rally in natural gas today, could you just refresh us, in terms of the switching friction or switching capability of your utility customers? Obviously there's not a singular point or price in Nat gas, let's say, $3.50, where everyone just cuts back. It's more gradated than that. Just wondering if we buck the consensus that gas is going to stay low, and vision or dream that one day gas prices might start to march north? Could you just help us understand what is the band at which people begin to contemplate going back to coal, and where coal might take some share back on the grid, relative to your customer base?

Matt, as you say it is a wide continuum. There are probably utilities that Coal looks favorable as low as $3, some $3.50, some $4. It is a wide continuum.

Our next question is from Cleo Zagrean, with Macquarie. Please go ahead with your questions.

Good morning and thank you. I will follow up on prior questions in terms of pricing for coal and intermodal. Could you help us explain if maybe fuel is a better headwind such that, overall in terms of coal price, performance was close to the average of 4% for the company? Any insight you could help us with would be appreciated.

This is Rob. Let me reiterate that we don't break it out, what pricing we're actually getting within each commodity group. But I would just point out that, to your point on the impact that fuel might have had, we have some 60-plus different fuel surcharge mechanisms. So they do vary from group to group, and the timing of those can be different, and can impact from quarter to quarter what the recorded ARC number looks at. Again, our overall pricing success was 4% core price. We're confident that we're doing all of the right things in all of the commodity groups to improve that.

Okay. Then my follow-up relates to the outlook for coal and your network, longer term. You were saying that it's tough to adjust the network from one quarter to the next, understandably so. But, are you seeing any significant challenges to coal volumes from upcoming gas capacities in 2017, 2018? And since you would have time to prepare for that, how can you adjust the networks to mitigate that potential negative impact? And you are saying also the diversity of the franchise allows for your long-term goals to be maintained. What would be the one main positive offset to a decline? So a continued secular decline in coal? Thank you.

As we said before, the big factors for coal, again, will be the cost of natural gas and weather. Today, there is surplus capacity on coal; there's surplus capacity on natural gas, today. The capacity isn't really as much as a driver as it is the point at which one dispatches versus another. It's different for different utilities. Again, I think $3 to $4 depending on utilities is probably the range that most utilities see today.

Okay. So you're not seeing the need to significantly adjust resources longer term on account of what you see in coal?

We are adjusting our resources constantly to match both what near-term demand looks like and what we think long-term demand looks like. We'll make those adjustments as the marketplace dictates.

I appreciate it. Thank you.

Ben Hartford, with Robert W. Baird. Please go ahead with your question.

Thanks. Quick question, Eric. If I look within industrial products and the 35% of the volume that is construction, what is the split between res and non-res construction within that? Do you know?

Yes, so I don't have it, in terms of the overall construction number. If you want to just split out lumber, historically, lumber was two-thirds, one-third. Right now, it's probably closer to half to half. But again, housing starts are improving sequentially. The housing start number for June just came up that was significantly improved, I think 10% improved over the previous month. There's still more multi-family than single family, but the split here recently has probably been more 60%-40% versus 65%-35% or 55%-45%.

So if I look at the 5% volume contraction within construction, can you help me rectify that in the context of some of the improvement that we have seen, as it relates to housing starts recently?

As I said in my prepared comments, the majority of that was in our rock and our cement, most of which goes on the commercial side. That was really weather-related. The demand is really, really strong. We're seeing that sequentially here, even in the recent weeks. The second quarter there were some heavy rains that impacted the volumes that we saw.

Okay, that's helpful. Thanks.

Our next question is from the line of John Barnes with RBC. Please go ahead with your questions.

Hey, on the resource side, is there anything in the labor contracts that prevents you from right sizing the labor force faster or more aggressively than what you've done already? And are there any prohibitions about shifting that labor around to spots where it might be in more need?

So I'm going to start and then I'll pass it to Cam. The short answer is, not really. Our collective bargaining agreements dictate things like rates of pay, what exactly the work needs to look like. Some work environment issues. Typically doesn't have much headwind to us when it comes to right sizing. When we talk about, again, having the training pipeline fatter, if you will, than it was second quarter last year, that's about us making decisions about continuing to train, because we will graduate them into work either immediately or in the near term, and it would be just more disruptive and more costly to take them out of training, and then start over again from scratch two or three or four months from now. Cam?

I think you answered that perfectly. There is great flexibility, to answer your second question, on flexing appropriate resources to the network as required. So no issue, there.

To go back to the intermodal question earlier. If I go back to my notes on your last analyst meeting, you were already talking about the potential for a couple of more percentage points of market share movement from the west coast to the east coast. I understand what you are saying about ocean shipping rates and that kind of thing, but the ILA is already out talking about doing a ten-year labor deal in order to provide, you know, labor certainty to the east coast ports, where the west coast laborer contract is a year shorter, still leaves some very large issues like the Cadillac tax out there, left unnegotiated as of yet. Is there any concern that the severity of the downturn this last time has more permanently impaired the west coast ability to attract that volume back, and is some of that volume shift we've seen more permanent than maybe you would originally have expected it to be?

Yes, so it's always a concern. It's in our franchise interest to have the proportion of business go through the west coast. So that's always something we look at. At the end of the day, we do believe economics win out, and today and we believe in the future, unless there's some substantial change, a difference between east coast, west coast. Today, the west coast option is the economically better option to go deep into the east. We've historically said that the Appalachian mountain chain was a crossover point. Things west of that, typically it's clear. The west coast is a better economic option. Things east of that, the east coast is a better competitor. You know, we'll always look at that. We do not believe anything substantial or significant has changed economically from the historical equation. There may be some minor adjustments for supply chain risk management issues in the short term, but we're not seeing anything significant or sustainable.

Okay. All right. Just a follow up on that. If there's any pressure on your international intermodal volumes, are you in a position to more aggressively grow the domestic intermodal piece as a means of offsetting any of that weakness? Thanks for your time.

I'm not sure I would connect the two. The domestic market is where we have been growing. I mean, if you look at it, the international market has been - has had a much smaller slope. The domestic market shares huge truck conversion. You're still going to have a huge investment needed for highways. You can talk about we're not really investing in the highway trust fund. You can talk to getting agreement. You can talk about the driver shortages. You can talk about the economic and the environmental benefit of intermodal versus over-the-road trucks. It's a story that we've been talking about for the last half dozen years. We still think that there's a growth opportunity story, there, on the domestic intermodal side. Again, the second quarter was an all-time record for us on the domestic intermodal side. We think that on a volume basis, we think that there is still opportunities.

Okay. Thanks for your time.

Thank you.

Our next question is from the line of Keith Schoonmaker, with Morningstar. Please go ahead with your questions.

I'd like to ask about a sector I believe there is a little more cause for optimism. And Chemicals are material high ARC segments in the franchise. Excluding crude, I think some classes of chemical carloads do nicely, maybe even double digits in the period. So while natural gas hurts coal, but could you look a little further out, comment on the flip side of cheap natural gas and share some of your expectations for chemical product manufacturing development?

We've talked in the past, and continue to talk about the huge plastic expansion that we're going to see in this country with the low natural gas prices. We think that you are going to see it even with natural gas going up to as much as $5 - $4.50, $5, we think that's still the sweet spot for the expansion that's happening in the Gulf. We have a great franchise. It's a franchise strength of ours to take advantage of it. There's billion, multi-billion dollars of investments going on. And, I think we've said publicly that we think we'll see the benefit of a lot of that starting in 2017 and 2018. But we think that is a franchise strength of ours.

I'd like to ask a question about operations, on the subject of right-sizing the locomotive fleet. Could you discuss how you think about the value of removing one locomotive from the fleet? Are most of these removed assets going to surge capacity storage rather than being sold or divested, or do they show up in lower lease expense? So just the value of removing a single locomotive, please?

This is Rob. Let me jump in. If Cam wants to add, he certainly can. Keith, I'm not going to break that out, but I would just say that, of course, when we get a new locomotive and we have an opportunity to put another locomotive in storage, or just through efficient operations we have an opportunity to put a unit in storage, we're putting the least efficient of the fleet in. We're always looking at - are there opportunities? For the most part, those go into our storage, and they are there, available for surge. Where there are opportunities for us to discontinue an existing lease or something, we'll do that, but that's not a big driver at this point in time. I think it's safe to assume that, as we free up a locomotive, it's going to be our least efficient from a fuel standpoint, from a maintenance standpoint, and from a DPU standpoint, that goes into that surge category.

There's an aggregate benefit, that the fewer locomotives we have active in the fleet, the less maintenance we have to do, in aggregate.

Thank you.

Thank you. This concludes the question and answer session. I will now turn the call back over to Lance Fritz for closing comments.

Thank you all for your questions and your interest in Union Pacific today. We look forward to talking with you again in October.

Thank you. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.