FORWARD-LOOKING
STATEMENTS
Certain statements in this prospectus and statements in other reports or information filed or to be filed with the SEC and
incorporated by reference herein or therein (as well as information included in oral statements or other written statements made or to be made by us), are, or will be, forward-looking statements as defined by the Securities Act and the Exchange Act.
These forward-looking statements and information include, without limitation, (A) statements and information specifically identified in our Current Reports on Form 8-K and our reports on Forms 10 K and 10
Q (including statements and information (i) identified under the caption Cautionary Information in such periodic and annual reports and (ii) incorporated by reference herein or in our reports filed with the SEC) and
(B) statements and information herein or in our Forms 10-K and 10-Q regarding: potential impacts of the COVID-19 pandemic on our business operations, financial
results, liquidity, and financial position, and on the world economy (including our customers and supply chains), including as a result of decreased volume and carloadings; closing of customer manufacturing, distribution or production facilities;
expectations as to operational or service improvements; expectations regarding the effectiveness of steps taken or to be taken to improve operations, service, infrastructure improvements, and transportation plan modifications; expectations as to
cost savings, revenue growth, and earnings; the time by which goals, targets, or objectives will be achieved; projections, predictions, expectations, estimates, or forecasts as to our business, financial and operational results, future economic
performance, and general economic conditions; expectations as to operational or service performance or improvements; expectations as to the effectiveness of steps taken or to be taken to improve operations and/or service, including capital
expenditures for infrastructure improvements and equipment acquisitions, any strategic business acquisitions, and modifications to our transportation plans, including leveraging Positive Train Control (PTC); expectations as to existing or proposed
new products and services; expectations as to the impact of any new regulatory activities or legislation on our operations or financial results; estimates of costs relating to environmental remediation and restoration; estimates and expectations
regarding tax matters; expectations that claims, litigation, environmental costs, commitments, contingent liabilities, labor negotiations or agreements, or other matters will not have a material adverse effect on our consolidated results of
operations, financial condition, or liquidity and any other similar expressions concerning matters that are not historical facts. Forward-looking statements may be identified by their use of forward-looking terminology, such as believes,
expects, may, should, would, will, intends, plans, estimates, anticipates, projects and similar words, phrases or expressions.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate
indications of the times that, or by which, such performance or results will be achieved. Forward-looking statements and information are subject to risks and uncertainties, including the impact of the COVID-19
pandemic and responses by governments, businesses, and individuals, that could cause actual performance or results to differ materially from those expressed in the statements and information. Forward-looking statements and information reflect the
good faith consideration by management of currently available information, and may be based on underlying assumptions believed to be reasonable under the circumstances. However, such information and assumptions (and, therefore, such forward-looking
statements and information) are or may be subject to variables or unknown or unforeseeable events or circumstances over which management has little or no influence or control, and many of these risks and uncertainties are currently amplified by and
may continue to be amplified by, or in the future may be amplified by, the COVID-19 pandemic. The Risk Factors discussed in Item 1A of our 2020 Annual Report on Form 10-K filed with the SEC on February 5,
2021 could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in any forward-looking statements or information. To the extent circumstances require or we deem it
otherwise necessary, we will update or amend those risk factors on a Form 10-Q, Form 8-K or subsequent Form 10-K. All
forward-looking statements are qualified by, and should be read in conjunction with, these Risk Factors, and you should review the information under the caption Risk Factors in this prospectus.
Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information to
reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect
thereto or with respect to other forward-looking statements.
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