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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM 8-K
______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2025 (April 24, 2025)
______________________________________
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
______________________________________
Utah 1-6075 13-2626465
(State or other jurisdiction
of Incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
1400 Douglas Street, Omaha, Nebraska
68179
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (402) 544-5000
N/A
(Former name or former address, if changed since last report)
______________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Trading Symbol Name of each exchange on which registered
Common Stock (Par Value $2.50 per share) UNP New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐


Item 2.02 Results of Operations and Financial Condition.
On April 24, 2025, Union Pacific Corporation issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 24, 2025
UNION PACIFIC CORPORATION
By:
/s/ Jennifer L. Hamann
Jennifer L. Hamann
Executive Vice President and
Chief Financial Officer

EX-99.1 2 a2025-04x248xkex991earning.htm EX-99.1 Document
Exhibit 99.1

Union Pacific Reports First Quarter 2025 Results
•First quarter earnings per diluted share flat at $2.70, reflecting a 7% headwind from fuel and leap year
•First quarter operating income flat at $2.4 billion
•First quarter revenue carloads up 7%
•First quarter freight revenue excluding fuel surcharge up 4%
Omaha, Neb., April 24, 2025 – Union Pacific Corporation (NYSE: UNP) today reported 2025 first quarter net income of $1.6 billion, or $2.70 per diluted share. This compares to 2024 first quarter net income of $1.6 billion, or $2.69 per diluted share.

“The team delivered a solid start to the year as we worked closely with our customers to meet their needs in an uncertain environment,” said Jim Vena, Union Pacific Chief Executive Officer. “Looking to the rest of 2025, we will continue to execute our strategy that emphasizes safety, service, and operational excellence. Building on a strong foundation with our record First Quarter operating performance, we are positioned to deliver.”
First Quarter Summary: 2025 vs. 2024
Financial Results: Volume Growth and Robust Core Pricing Gains Offset by Business Mix and Fuel Headwinds; First Quarter Records for Freight Revenue
    
•Operating revenue of $6.0 billion was flat on 7% volume growth and solid core pricing gains offset by business mix, reduced fuel surcharge revenue, lower other revenue, and impact from leap year.
•Freight revenue grew 1%. Freight revenue excluding fuel surcharge grew 4%.
•Core pricing dollars net of inflation were accretive to operating ratio.
•Operating ratio was 60.7%, flat compared to 2024. Lower fuel prices and leap year unfavorably impacted the operating ratio 90 basis points.
•Operating expenses were flat as productivity improvements and lower fuel costs offset volume-related costs and inflation.

Operating Performance: Continued Improvement in Service and Operational Excellence; First Quarter Records for Personal Injury Rate, Fuel Consumption Rate, Freight Car Velocity, and Workforce Productivity

•Union Pacific’s reportable personal injury rate improved, matching our best-ever quarterly performance.
•Quarterly freight car velocity was 215 daily miles per car, a 6% improvement.
•Quarterly locomotive productivity was 136 gross ton-miles (GTMs) per horsepower day, a 1% improvement.
•Average maximum train length was 9,490 feet, a 2% increase.

-more-

•Quarterly workforce productivity improved 9% to 1,091 car miles per employee.
•Fuel consumption rate improved 1% to 1.107, measured in gallons of fuel per thousand GTMs.

On Track With Investor Day Targets

•Focused on Our Strategy Amid Uncertain Macro Environment
•Affirming 2025 Outlook:
•Volume impacted by mixed economic backdrop, coal demand, and challenging year-over-year international intermodal comparisons
•Pricing dollars accretive to operating ratio
•Earnings per share growth consistent with attaining the 3-year CAGR target of high-single to low-double digit
•Industry-leading operating ratio and return on invested capital
•No change to long-term capital allocation strategy
- Capital plan of $3.4 billion
- Share repurchases of $4.0 to $4.5 billion

First Quarter 2025 Earnings Conference Call

Union Pacific will webcast its first quarter 2025 earnings release presentation live at www.up.com/investor and via teleconference on Thursday, April 24, 2025, at 8:45 a.m. Eastern Time. Participants may join the conference call by dialing 877-407-8293 (or for international participants, 201-689-8349).

ABOUT UNION PACIFIC

Union Pacific (NYSE: UNP) delivers the goods families and businesses use every day with safe, reliable, and efficient service. Operating in 23 western states, the company connects its customers and communities to the global economy. Trains are the most environmentally responsible way to move freight, helping Union Pacific protect future generations. More information about Union Pacific is available at www.up.com.
Union Pacific Investor contact: Diana Prauner at 402-544-4227 or dprauner@up.com
Union Pacific Media contact: Clarissa Beyah at 402-957-4793 or cbeyah@up.com
Supplemental financial information is attached.


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This news release and related materials contain statements about the Company’s future that are not statements of historical fact, including specifically the statements regarding the potential impacts of public health crises, including pandemics, epidemics and the outbreak of other contagious diseases, such as the coronavirus and its variant strains (COVID); the Russia-Ukraine and Israel-Hamas wars and other geopolitical tensions in the Middle East, and any impacts on our business operations, financial results, liquidity, and financial position, and on the world economy (including customers, employees, and supply chains), including as a result of fluctuations in volume and carloadings; expectations as to general macroeconomic conditions, including slowdowns and recessions, domestically or internationally, and future volatility in interest rates and fuel prices; closing of customer manufacturing, distribution, or production facilities; expectations as to operational or service improvements; expectations as to hiring challenges; availability of employees; expectations regarding the effectiveness of steps taken or to be taken to improve operations, service, infrastructure improvements, and transportation plan modifications (including those in response to increased traffic); 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 business, financial, and operational results, future economic performance, and planned capital investments ; proposed new products and services; estimates of costs relating to environmental remediation and restoration; estimates and expectations regarding tax matters; estimates and expectations regarding current or potential tariffs; expectations that claims, litigation, environmental costs, commitments, contingent liabilities, labor negotiations or agreements, cyberattacks or other matters. These statements are, or will be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements also generally include, without limitation, information, or statements regarding: projections, predictions, expectations, estimates, or forecasts as to the Company’s and its subsidiaries’ business, financial, and operational results, and future economic performance; and management’s beliefs, expectations, goals, and objectives and other similar expressions concerning matters that are not historical facts.
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 information, including expectations regarding operational and financial improvements and the Company’s future performance or results are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statement. Important factors, including risk factors, could affect the Company’s and its subsidiaries’ future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements. Information regarding risk factors and other cautionary information are available in the Company’s Annual Report on Form 10-K for 2024, which was filed with the SEC on February 7, 2025. The Company updates information regarding risk factors if circumstances require such updates in its periodic reports on Form 10-Q and its subsequent Annual Reports on Form 10-K (or such other reports that may be filed with the SEC).
Forward-looking statements speak only as of, and are based only upon information available on, the date the statements were made. The Company assumes no obligation to update forward-looking information to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References to the Company’s website are provided for convenience and, therefore, information on or available through the website is not, and should not be deemed to be, incorporated by reference herein.
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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Statements of Income (unaudited)
Millions, except per share amounts and percentages, for the periods Ended March 31, 2025 2024 %
Operating revenues
Freight revenues $ 5,691  $ 5,616  1  %
Other revenues 336  415  (19)
Total operating revenues 6,027  6,031  - 
Operating expenses
Compensation and benefits 1,212  1,223  (1)
Purchased services and materials 631  613  3 
Depreciation 610  594  3 
Fuel 603  658  (8)
Equipment and other rents 241  216  12 
Other 359  355  1 
Total operating expenses 3,656  3,659  - 
Operating income 2,371  2,372  - 
Other income, net 78  92  (15)
Interest expense (322) (324) (1)
Income before income taxes 2,127  2,140  (1)
Income tax expense (501) (499) - 
Net income $ 1,626  $ 1,641  (1) %
Share and per share
Earnings per share - basic $ 2.71  $ 2.69  1  %
Earnings per share - diluted $ 2.70  $ 2.69  - 
Weighted average number of shares - basic 601.0  609.2  (1)
Weighted average number of shares - diluted 601.9  610.2  (1)
Dividends declared per share $ 1.34  $ 1.30  3 
Operating ratio 60.7  % 60.7  % -   pts
Effective tax rate 23.6  % 23.3  % 0.3   pts
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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Freight Revenues Statistics (unaudited)
For the periods ended March 31, 2025 2024 %
Freight revenues (millions)
Grain & grain products $ 950  $ 943  1  %
Fertilizer 210  201  4 
Food & refrigerated 260  285  (9)
Coal & renewables 416  388  7 
Bulk 1,836  1,817  1 
Industrial chemicals & plastics 607  572  6 
Metals & minerals 521  515  1 
Forest products 321  338  (5)
Energy & specialized markets 633  679  (7)
Industrial 2,082  2,104  (1)
Automotive 581  611  (5)
Intermodal 1,192  1,084  10 
Premium 1,773  1,695  5 
Total $ 5,691  $ 5,616  1  %
Revenue carloads (thousands)
Grain & grain products 214  210  2  %
Fertilizer 49  47  4 
Food & refrigerated 43  46  (7)
Coal & renewables 185  177  5 
Bulk 491  480  2 
Industrial chemicals & plastics 169  164  3 
Metals & minerals 174  170  2 
Forest products 51  53  (4)
Energy & specialized markets 143  154  (7)
Industrial 537  541  (1)
Automotive 195  207  (6)
Intermodal [a] 874  739  18 
Premium 1,069  946  13 
Total 2,097  1,967  7  %
Average revenue per car
Grain & grain products $ 4,434  $ 4,494  (1) %
Fertilizer 4,339  4,271  2 
Food & refrigerated 6,058  6,231  (3)
Coal & renewables 2,250  2,189  3 
Bulk 3,744  3,787  (1)
Industrial chemicals & plastics 3,601  3,486  3 
Metals & minerals 2,986  3,030  (1)
Forest products 6,264  6,297  (1)
Energy & specialized markets 4,433  4,416  - 
Industrial 3,877  3,886  - 
Automotive 2,971  2,947  1 
Intermodal [a] 1,364  1,468  (7)
Premium 1,658  1,792  (7)
Average $ 2,714  $ 2,855  (5) %
[a]For intermodal shipments each container or trailer equals one carload.
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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Statements of Financial Position (unaudited)
Millions Mar. 31,
2025		 Dec. 31,
2024
Assets
Cash and cash equivalents $ 1,411  $ 1,016 
Other current assets 3,128  3,005 
Investments 2,704  2,664 
Properties, net 58,710  58,343 
Operating lease assets 1,142  1,297 
Other assets 1,397  1,390 
Total assets $ 68,492  $ 67,715 
Liabilities and Common Shareholders' Equity
Debt due within one year $ 2,227  $ 1,425 
Other current liabilities 3,995  3,829 
Debt due after one year 30,615  29,767 
Operating lease liabilities 758  925 
Deferred income taxes 13,144  13,151 
Other long-term liabilities 1,714  1,728 
Total liabilities 52,453  50,825 
Total common shareholders' equity 16,039  16,890 
Total liabilities and common shareholders' equity $ 68,492  $ 67,715 

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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Statements of Cash Flows (unaudited)
Millions, for the periods ended March 31, 2025 2024
Operating Activities
Net income $ 1,626  $ 1,641 
Depreciation 610  594 
Deferred and other income taxes (7) 23 
Other - net (19) (136)
Cash provided by operating activities 2,210  2,122 
Investing Activities
Capital investments* (906) (797)
Other - net (32) (5)
Cash used in investing activities (938) (802)
Financing Activities
Debt issued 1,996  400 
Share repurchase programs (1,420) - 
Dividends paid (804) (795)
Debt repaid (370) (1,358)
Accelerated share repurchase programs pending final settlement (300) - 
Other - net 20  302 
Cash used in financing activities (878) (1,451)
Net change in cash, cash equivalents, and restricted cash 394  (131)
Cash, cash equivalents, and restricted cash at beginning of year 1,028  1,074 
Cash, cash equivalents, and restricted cash at end of period $ 1,422  $ 943 
Free Cash Flow**
Cash provided by operating activities $ 2,210  $ 2,122 
Cash used in investing activities (938) (802)
Dividends paid (804) (795)
Free cash flow $ 468  $ 525 
*Capital investments include locomotive and freight car early lease buyouts of $127 million in 2025 and $96 million in 2024.
**Free cash flow is a non-GAAP measure; however, we believe this measure is important to management and investors in evaluating our financial performance and measures our ability to generate cash without additional external financing.
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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Operating and Performance Statistics (unaudited)
For the periods ended March 31, 2025 2024 %
Operating/performance statistics
Freight car velocity (daily miles per car)* 215 203 6 %
Average train speed (miles per hour)* 23.7 24.1 (2)
Average terminal dwell time (hours)* 22.1 23.5 (6)
Locomotive productivity (GTMs per horsepower day) 136 135 1 
Gross ton-miles (GTMs) (millions) 212,792 206,029 3 
Train length (feet) 9,490 9,287 2 
Intermodal service performance index (%) 94  95  (1)  pts
Manifest service performance index (%) 93  87  6   pts
Workforce productivity (car miles per employee) 1,091 1,000 9 
Total employees (average) 30,146 31,052 (3)
Locomotive fuel statistics
Average fuel price per gallon consumed $ 2.51  $ 2.81  (11)%
Fuel consumed in gallons (millions) 236 230 3 
Fuel consumption rate*** 1.107 1.115 (1)
Revenue ton-miles (millions)
Grain & grain products 21,144  20,649  2 %
Fertilizer 3,431  3,287  4 
Food & refrigerated 4,540  4,917  (8)
Coal & renewables 20,214  18,883  7 
Bulk 49,329  47,736  3 
Industrial chemicals & plastics 7,737  7,427  4 
Metals & minerals 8,098  8,065  - 
Forest products 5,269  5,580  (6)
Energy & specialized markets 9,719  10,586  (8)
Industrial 30,823  31,658  (3)
Automotive 4,444  4,536  (2)
Intermodal 19,415  17,335  12 
Premium 23,859  21,871  9 
Total 104,011  101,265  3 %
*Surface Transportation Board (STB) reported performance measures.
**Methodology used to report is not comparable with the reporting to the STB under docket number EP 770.
***Fuel consumption is computed as follows: gallons of fuel consumed divided by gross ton-miles in thousands.
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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Non-GAAP Measures Reconciliation to GAAP (unaudited)
Debt / net income
Millions, except ratios
for the trailing twelve months ended [1]		 Mar. 31,
2025		 Dec. 31,
2024
Debt $ 32,842  $ 31,192 
Net income 6,732  6,747 
Debt / net income 4.9 4.6
Adjusted debt / adjusted EBITDA*
Millions, except ratios
for the trailing twelve months ended [1]		 Mar. 31,
2025		 Dec. 31,
2024
Net income $ 6,732  $ 6,747 
Add:
Income tax expense 2,049  2,047 
Depreciation 2,414  2,398 
Interest expense 1,267  1,269 
EBITDA $ 12,462  $ 12,461 
Adjustments:
Other income, net (336) (350)
Interest on operating lease liabilities [2] 40  48 
Adjusted EBITDA (a) $ 12,166  $ 12,159 
Debt $ 32,842  $ 31,192 
Operating lease liabilities 1,062  1,271 
Adjusted debt (b) $ 33,904  $ 32,463 
Adjusted debt / adjusted EBITDA (b/a) 2.8 2.7
[1]The trailing twelve months income statement information ended March 31, 2025, is recalculated by taking the twelve months ended December 31, 2024, subtracting the three months ended March 31, 2024, and adding the three months ended March 31, 2025.
[2]Represents the hypothetical interest expense we would incur (using the incremental borrowing rate) if the property under our operating leases were owned or accounted for as finance leases.
*Adjusted debt (total debt plus operating lease liabilities plus after-tax unfunded pension and OPEB (other post-retirement benefit) obligations) to adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, and adjustments for other income and interest on present value of operating leases) is considered a non-GAAP financial measure by SEC Regulation G and Item 10 of SEC Regulation S-K and may not be defined and calculated by other companies in the same manner. We believe this measure is important to management and investors in evaluating the Company’s ability to sustain given debt levels (including leases) with the cash generated from operations. In addition, a comparable measure is used by rating agencies when reviewing the Company’s credit rating. Adjusted debt to adjusted EBITDA should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP. The most comparable GAAP measure is debt to net income ratio. The tables above provide reconciliations from net income to adjusted EBITDA, debt to adjusted debt, and debt to net income to adjusted debt to adjusted EBITDA. At both March 31, 2025, and December 31, 2024, the incremental borrowing rate on operating leases was 3.8%. Pension and OPEB were funded at March 31, 2025, and December 31, 2024.

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