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0000100885FALSE00001008852026-07-232026-07-23

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): July 23, 2026 (July 23, 2026)
______________________________________
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 July 23, 2026, Union Pacific Corporation issued a press release announcing its financial results for the quarter ended June 30, 2026. 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: July 23, 2026
UNION PACIFIC CORPORATION
By:
/s/ Jennifer L. Hamann
Jennifer L. Hamann
Executive Vice President and
Chief Financial Officer

EX-99.1 2 a2026-07x238xkex991earning.htm EX-99.1 Document
Exhibit 99.1

Union Pacific Reports Second Quarter 2026 Results
•Diluted earnings per share (EPS) of $3.36 and adjusted diluted EPS* of $3.41
•Operating ratio (OR) of 59.7% and adjusted OR* of 59.2%
•Freight revenue excluding fuel increased 4%
Omaha, Neb., July 23, 2026 – Union Pacific Corporation (NYSE: UNP) today reported second quarter 2026 net income of $2.0 billion, up 6%, and diluted EPS of $3.36, up 7%, compared to reported second quarter 2025 net income of $1.9 billion and diluted EPS of $3.15. Adjusted second quarter 2026 net income* of $2.0 billion increased 12%, and adjusted diluted EPS* of $3.41 increased 13%, compared to adjusted second quarter 2025 net income* of $1.8 billion and adjusted diluted EPS* of $3.03.
"Strong execution and volume growth enabled another successful quarter and record financial results" said Jim Vena, Union Pacific Chief Executive Officer. "Looking ahead, we are prepared to meet increasing customer demand with best-in class safety, service and operational excellence. Additionally, we are ready to move forward in the regulatory process and deliver the benefits of America's first transcontinental railroad offering greater competition, better service and a stronger supply chain."
Second Quarter Summary: 2026 vs. 2025
Financial Results: Record Freight Revenue, Freight Revenue excluding Fuel Surcharge, Operating Revenue, Operating Income, and Net Income
•Operating revenue of $6.9 billion increased 12% driven by higher fuel surcharge, volume growth, core pricing gains and greater other revenue partially offset by business mix.
•Freight revenue increased 12% and freight revenue excluding fuel surcharge grew 4%.
•Reported operating ratio was 59.7% and adjusted operating ratio* was 59.2%, increasing 70 and 110 basis points, respectively. Higher fuel price unfavorably impacted operating ratio 120 basis points.
Operating Results: Record Workforce Productivity, Train Length, Fuel Consumption Rate, and Freight Car Terminal Dwell (Tie)
•Reportable personal injury rate and derailment rate both improved.
•Freight car velocity was 231 daily miles per car, a 5% increase.
•Average terminal dwell was 19.7 hours, a 7% improvement.
•Locomotive productivity was 142 gross ton-miles (GTMs) per horsepower day, a 1% increase
•Fuel consumption rate was 1.051, measured in gallons of fuel per thousand GTMs, a 1% improvement.
•Workforce productivity was 1,176 car miles per employee, a 5% increase.
*    See attached supplemental schedule of non-GAAP measures for a reconciliation to GAAP.
-more-



2026 Outlook Improved; On Track with Investor Day Targets
Improved:
•Meeting increased customer demand with strong service; mixed economic forecast.
•Reported earnings per share growth increased to high-single digit; consistent with attaining 3-year CAGR target of high-single to low-double digit through 2027.
Affirmed:
•Pricing dollars in excess of inflation dollars.
•Operating ratio improvement; industry-leading operating ratio and return on invested capital.
•Continued strong cash generation.
•Capital allocation:
- Capital plan of $3.3 billion.
- Consistent annual dividend increases.

Second Quarter 2026 Earnings Conference Call

Union Pacific will webcast its second quarter 2026 earnings release presentation live at www.up.com/investor and via teleconference on Thursday, July 23, 2026, 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: Kristen South at 402-544-3435 or kmsouth@up.com
Supplemental financial information is attached.



****
Certain statements in this communication are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause the Company’s (or, as it relates to the Transaction (as defined below), the combined company of Norfolk Southern and Union Pacific (referred to hereinafter as the combined company) actual results, levels of activity, performance, or achievements or those of the railroad industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “believe,” “project,” “estimate,” “intend,” “plan,” “pro forma,” or any variations or other comparable terminology.
While the Company has based these forward-looking statements on those expectations, assumptions, estimates, beliefs and projections they view as reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control, including but not limited to, in addition to factors disclosed in the Company’s, as well as Norfolk Southern’s (as it relates to the proposed combination of it with the Company) respective filings with the U.S. Securities and Exchange Commission (the “SEC”): the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between the Company and Norfolk Southern providing for the acquisition of Norfolk Southern by Union Pacific (the “Transaction”); the risk that potential legal proceedings may be instituted against the Company or Norfolk Southern and result in significant costs of defense, indemnification or liability; the possibility that the Transaction does not close when expected or at all because required Surface Transportation Board or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth from the Transaction, or that such benefits may take longer to realize or be more costly to achieve than expected, including as a result of changes in, or problems arising from, general economic and market conditions, tariffs, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which the Company and Norfolk Southern operate; disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; the costs associated with the anticipated length of time of the pendency of the Transaction, including the restrictions contained in the definitive merger agreement on the ability of the Company and Norfolk Southern, respectively, to operate their respective businesses outside the ordinary course during the pendency of the Transaction; the diversion of the Company’s and Norfolk Southern’s management’s attention and time from ongoing business operations and opportunities on merger-related matters; the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of the Company’s or Norfolk Southern’s customers, suppliers, employees, labor unions or other business partners, including those resulting from the announcement or completion of the Transaction; the dilution caused by the Company’s issuance of additional shares of its common stock in connection with the consummation of the Transaction; the risk of a downgrade of the credit rating of the Company’s indebtedness, which could give rise to an obligation to redeem existing indebtedness; a material adverse change in the financial condition of the Company, Norfolk Southern or the combined company; changes in domestic or international economic, political or business conditions, including those impacting the transportation industry (including customers, employees and supply chains); the Company’s, Norfolk Southern’s and the combined company’s ability to successfully implement its respective operational, productivity, and strategic initiatives; a significant adverse event on the Company’s or Norfolk Southern’s network, including, but not limited to, a mainline accident, discharge of hazardous materials, or climate-related or other network outage; the outcome of claims, litigation, governmental proceedings and investigations involving the Company or Norfolk Southern, including, in the case of Norfolk Southern, those with respect to the Eastern Ohio incident; the nature and extent of Norfolk Southern’s environmental remediation obligations with respect to the Eastern Ohio incident; new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident; and a cybersecurity incident or other disruption to our technology infrastructure.
This list of important factors is not intended to be exhaustive. These and other important factors, including those discussed under “Risk Factors” in Norfolk Southern’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 9, 2026 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000702165/000162828026006268/nsc-20251231.htm) and Norfolk Southern’s subsequent filings with the SEC, the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 6, 2026 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/100885/000010088526000037/unp-20251231.htm) and the Company’s subsequent filings with the SEC, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. References to the Company’s and Norfolk Southern’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. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, the Company and Norfolk Southern disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law or regulation.

### 



UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Statements of Income (unaudited)
Millions, except per share amounts and percentages, for the periods ended June 30, 2nd quarter Year-to-date
2026 2025 % 2026 2025 %
Operating revenues
Freight revenues $ 6,518  $ 5,843  12  % $ 12,411  $ 11,534  8  %
Other revenues 346  311  11  670  647  4 
Total operating revenues 6,864  6,154  12  13,081  12,181  7 
Operating expenses
Compensation and benefits 1,240  1,249  (1) 2,467  2,461  - 
Fuel 938  576  63  1,581  1,179  34 
Purchased services and materials 709  642  10  1,382  1,273  9 
Depreciation 638  613  4  1,271  1,223  4 
Equipment and other rents 214  230  (7) 433  471  (8)
Other 362  319  13  726  678  7 
Total operating expenses 4,101  3,629  13  7,860  7,285  8 
Operating income 2,763  2,525  9  5,221  4,896  7 
Other income, net 105  123  (15) 196  201  (2)
Interest expense (313) (335) (7) (633) (657) (4)
Income before income taxes 2,555  2,313  10  4,784  4,440  8 
Income tax expense (562) (437) 29  (1,090) (938) 16 
Net income $ 1,993  $ 1,876  6  % $ 3,694  $ 3,502  5  %
Share and per share
Earnings per share - basic $ 3.36  $ 3.16  6  % $ 6.23  $ 5.86  6  %
Earnings per share - diluted $ 3.36  $ 3.15  7  $ 6.22  $ 5.85  6 
Weighted average number of shares - basic 593.4  594.1  -  593.2  597.5  (1)
Weighted average number of shares - diluted 594.0  594.8  -  593.8  598.4  (1)
Dividends declared per share $ 1.38  $ 1.34  3  $ 2.76  $ 2.68  3 
Operating ratio 59.7 % 59.0 % 0.7   pts 60.1 % 59.8 % 0.3   pts
Effective tax rate 22.0 % 18.9 % 3.1   pts 22.8 % 21.1 % 1.7   pts
1


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Freight Revenues Statistics (unaudited)
2nd quarter Year-to-date
For the periods ended June 30, 2026 2025 % 2026 2025 %
Freight revenues (millions)
Grain & grain products $ 1,106  $ 964  15  % $ 2,163  $ 1,914  13  %
Fertilizer 217  201  8  453  411  10 
Food & refrigerated 272  267  2  519  527  (2)
Coal & renewables 448  469  (4) 934  885  6 
Bulk 2,043  1,901  7  4,069  3,737  9 
Industrial chemicals & plastics 685  646  6  1,340  1,253  7 
Metals & minerals 621  561  11  1,176  1,082  9 
Forest products 356  340  5  674  661  2 
Energy & specialized markets 724  665  9  1,387  1,298  7 
Industrial 2,386  2,212  8  4,577  4,294  7 
Automotive 703  632  11  1,263  1,213  4 
Intermodal 1,386  1,098  26  2,502  2,290  9 
Premium 2,089  1,730  21  3,765  3,503  7 
Total $ 6,518  $ 5,843  12  % $ 12,411  $ 11,534  8  %
Revenue carloads (thousands)
Grain & grain products 242  216  12  % 485  430  13  %
Fertilizer 54  55  (2) 106  104  2 
Food & refrigerated 42  43  (2) 81  86  (6)
Coal & renewables 176  205  (14) 390  390  - 
Bulk 514  519  (1) 1,062  1,010  5 
Industrial chemicals & plastics 183  177  3  364  346  5 
Metals & minerals 196  191  3  379  365  4 
Forest products 53  52  2  102  103  (1)
Energy & specialized markets 154  149  3  301  292  3 
Industrial 586  569  3  1,146  1,106  4 
Automotive 210  209  -  393  404  (3)
Intermodal [a] 853  817  4  1,645  1,691  (3)
Premium 1,063  1,026  4  2,038  2,095  (3)
Total 2,163  2,114  2  % 4,246  4,211  1  %
Average revenue per car
Grain & grain products $ 4,568  $ 4,467  2  % $ 4,456  $ 4,451  -  %
Fertilizer 3,995  3,627  10  4,273  3,959  8 
Food & refrigerated 6,474  6,237  4  6,445  6,147  5 
Coal & renewables 2,546  2,283  12  2,395  2,267  6 
Bulk 3,971  3,659  9  3,831  3,700  4 
Industrial chemicals & plastics 3,739  3,647  3  3,680  3,625  2 
Metals & minerals 3,179  2,950  8  3,106  2,967  5 
Forest products 6,686  6,508  3  6,599  6,387  3 
Energy & specialized markets 4,711  4,439  6  4,610  4,436  4 
Industrial 4,075  3,885  5  3,995  3,881  3 
Automotive 3,350  3,034  10  3,214  3,004  7 
Intermodal [a] 1,626  1,345  21  1,521  1,355  12 
Premium 1,966  1,688  16  1,847  1,673  10 
Average $ 3,014  $ 2,764  9  % $ 2,923  $ 2,739  7  %
[a]For intermodal shipments each container or trailer equals one carload.
2


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Statements of Financial Position (unaudited)
Millions Jun. 30,
2026
Dec. 31,
2025
Assets
Cash and cash equivalents $ 1,614  $ 1,266 
Other current assets 3,919  3,289 
Investments 2,977  2,885 
Properties, net 60,199  59,645 
Operating lease assets 875  1,036 
Other assets 1,627  1,577 
Total assets $ 71,211  $ 69,698 
Liabilities and common shareholders' equity
Debt due within one year $ 1,288  $ 1,520 
Other current liabilities 4,324  3,494 
Debt due after one year 29,039  30,294 
Operating lease liabilities 609  738 
Deferred income taxes 13,525  13,421 
Other long-term liabilities 1,753  1,764 
Total liabilities 50,538  51,231 
Total common shareholders' equity 20,673  18,467 
Total liabilities and common shareholders' equity $ 71,211  $ 69,698 

3


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Statements of Cash Flows (unaudited)
Year-to-date
Millions, for the periods ended June 30, 2026 2025
Operating activities
Net income $ 3,694  $ 3,502 
Depreciation 1,271  1,223 
Deferred and other income taxes 93  (123)
Other - net 458  (59)
Cash provided by operating activities 5,516  4,543 
Investing activities
Capital investments* (1,810) (1,842)
Other - net (254) 3 
Cash used in investing activities (2,064) (1,839)
Financing activities
Dividends paid (1,640) (1,599)
Debt repaid (1,506) (409)
Share repurchase programs (26) (2,679)
Debt issued -  1,995 
Other - net 63  43 
Cash used in financing activities (3,109) (2,649)
Net change in cash, cash equivalents, and restricted cash 343  55 
Cash, cash equivalents, and restricted cash at beginning of year 1,280  1,028 
Cash, cash equivalents, and restricted cash at end of period $ 1,623  $ 1,083 
Free cash flow**
Cash provided by operating activities $ 5,516  $ 4,543 
Cash used in investing activities (2,064) (1,839)
Dividends paid (1,640) (1,599)
Free cash flow $ 1,812  $ 1,105 
*Capital investments include locomotive and freight car early lease buyouts of $241 million in 2026 and $178 million in 2025.
**Free cash flow is defined as cash provided by operating activities less cash used in investing activities and dividends paid. Free cash flow is considered a non-GAAP financial measure by SEC Regulation G and Item 10(e) of SEC Regulation S-K and may not be defined and calculated by other companies in the same manner. We believe free cash flow is important to management and investors in evaluating our financial performance and measures our ability to generate cash without additional external financing. Free cash flow should be considered in addition to, rather than as a substitute for, cash provided by operating activities.
4


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Operating and Performance Statistics (unaudited)
2nd quarter Year-to-date
For the periods ended June 30, 2026 2025 % 2026 2025 %
Operating/performance statistics
Freight car velocity (daily miles per car) 231 221 5  % 233 218 7  %
Average train speed (miles per hour)* 24.7 23.9 3  25.1 23.8 5 
Average terminal dwell time (hours)* 19.7 21.2 (7) 19.7 21.7 (9)
Locomotive productivity (GTMs per horsepower day) 142 141 1  143 138 4 
Gross ton-miles (GTMs) (millions) 225,163 220,258 2  445,745 433,050 3 
Train length (feet) 9,890 9,689 2  9,819 9,590 2 
Intermodal service performance index (%) 95  99  (4)  pts 96  96  -   pts
Manifest service performance index (%) 95  97  (2)  pts 96  95  1   pts
Workforce productivity (car miles per employee) 1,176 1,124 5  1,170 1,108 6 
Total employees (average) 28,786 29,711 (3) 28,716 29,929 (4)
Locomotive fuel statistics
Average fuel price per gallon consumed $ 3.86  $ 2.42  60  % $ 3.27  $ 2.46  33  %
Fuel consumed in gallons (millions) 237 232 2  471 468 1 
Fuel consumption rate** 1.051 1.058 (1) 1.057 1.082 (2)
Revenue ton-miles (millions)
Grain & grain products 24,120  21,486  12  % 48,214  42,630  13  %
Fertilizer 3,406  3,346  2  7,201  6,777  6 
Food & refrigerated 4,594  4,709  (2) 8,922  9,249  (4)
Coal & renewables 20,291  23,117  (12) 45,935  43,331  6 
Bulk 52,411  52,658  -  110,272  101,987  8 
Industrial chemicals & plastics 8,382  8,004  5  16,486  15,741  5 
Metals & minerals 9,325  8,564  9  17,878  16,662  7 
Forest products 5,407  5,533  (2) 10,421  10,802  (4)
Energy & specialized markets 10,662  10,011  7  20,641  19,730  5 
Industrial 33,776  32,112  5  65,426  62,935  4 
Automotive 4,810  4,756  1  8,962  9,200  (3)
Intermodal 18,951  18,024  5  36,786  37,439  (2)
Premium 23,761  22,780  4  45,748  46,639  (2)
Total 109,948  107,550  2  % 221,446  211,561  5  %
*Surface Transportation Board (STB) reported performance measures.
**Fuel consumption is computed as follows: gallons of fuel consumed divided by gross ton-miles in thousands.
5


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Statements of Income (unaudited)
Millions,
except per share amounts and percentages,
2026
1st qtr 2nd qtr Year-to-date
Operating revenues
Freight revenues $ 5,893  $ 6,518  $ 12,411 
Other revenues 324  346  670 
Total operating revenues 6,217  6,864  13,081 
Operating expenses
Compensation and benefits 1,227  1,240  2,467 
Fuel 643  938  1,581 
Purchased services and materials 673  709  1,382 
Depreciation 633  638  1,271 
Equipment and other rents 219  214  433 
Other 364  362  726 
Total operating expenses 3,759  4,101  7,860 
Operating income 2,458  2,763  5,221 
Other income, net 91  105  196 
Interest expense (320) (313) (633)
Income before income taxes 2,229  2,555  4,784 
Income tax expense (528) (562) (1,090)
Net income $ 1,701  $ 1,993  $ 3,694 
Share and per share
Earnings per share - basic $ 2.87  $ 3.36  $ 6.23 
Earnings per share - diluted $ 2.87  $ 3.36  $ 6.22 
Weighted average number of shares - basic 593.0  593.4  593.2 
Weighted average number of shares - diluted 593.6  594.0  593.8 
Dividends declared per share $ 1.38  $ 1.38  $ 2.76 
Operating ratio 60.5 % 59.7 % 60.1 %
Effective tax rate 23.7 % 22.0 % 22.8 %
6


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Freight Revenue Statistics (unaudited)
2026
1st qtr 2nd qtr Year-to-date
Freight revenues (millions)
Grain & grain products $ 1,057  $ 1,106  $ 2,163 
Fertilizer 236  217  453 
Food & refrigerated 247  272  519 
Coal & renewables 486  448  934 
Bulk 2,026  2,043  4,069 
Industrial chemicals & plastics 655  685  1,340 
Metals & minerals 555  621  1,176 
Forest products 318  356  674 
Energy & specialized markets 663  724  1,387 
Industrial 2,191  2,386  4,577 
Automotive 560  703  1,263 
Intermodal 1,116  1,386  2,502 
Premium 1,676  2,089  3,765 
Total $ 5,893  $ 6,518  $ 12,411 
Revenue carloads (thousands)
Grain & grain products 243  242  485 
Fertilizer 52  54  106 
Food & refrigerated 39  42  81 
Coal & renewables 214  176  390 
Bulk 548  514  1,062 
Industrial chemicals & plastics 181  183  364 
Metals & minerals 183  196  379 
Forest products 49  53  102 
Energy & specialized markets 147  154  301 
Industrial 560  586  1,146 
Automotive 183  210  393 
Intermodal [a] 792  853  1,645 
Premium 975  1,063  2,038 
Total 2,083  2,163  4,246 
Average revenue per car
Grain & grain products $ 4,345  $ 4,568  $ 4,456 
Fertilizer 4,564  3,995  4,273 
Food & refrigerated 6,414  6,474  6,445 
Coal & renewables 2,270  2,546  2,395 
Bulk 3,700  3,971  3,831 
Industrial chemicals & plastics 3,620  3,739  3,680 
Metals & minerals 3,028  3,179  3,106 
Forest products 6,505  6,686  6,599 
Energy & specialized markets 4,505  4,711  4,610 
Industrial 3,911  4,075  3,995 
Automotive 3,058  3,350  3,214 
Intermodal [a] 1,408  1,626  1,521 
Premium 1,718  1,966  1,847 
Average $ 2,829  $ 3,014  $ 2,923 
[a]For intermodal shipments each container or trailer equals one carload.
7


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Non-GAAP Measures Reconciliation to GAAP (unaudited)
Financial Performance*
Millions, except per share amounts and percentages,
for the three months ended June 30, 2026
Reported results
(GAAP)
Acquisition-
related expense
Adjusted
results
(non-GAAP)
Operating expenses $ 4,101  $ (35) $ 4,066 
Operating income 2,763  35  2,798 
Income tax expense [a] (562) -  (562)
Net income 1,993  35  2,028 
Earnings per share - diluted $ 3.36  $ 0.05  $ 3.41 
Operating ratio 59.7  % (0.5) % 59.2  %
Millions, except per share amounts and percentages,
for the three months ended June 30, 2025
Reported
results
(GAAP)
Deferred tax adjustment Crew staffing agreement Adjusted
results
(non-GAAP)
Operating expenses $ 3,629  $ -  $ (55) $ 3,574 
Operating income 2,525  -  55  2,580 
Income tax expense (437) (115) (13) (565)
Net income 1,876  (115) 42  1,803 
Earnings per share - diluted $ 3.15  $ (0.19) $ 0.07  $ 3.03 
Operating ratio 59.0  % -  % (0.9) % 58.1  %
[a]Certain acquisition-related costs are non-deductible for income tax purposes.
*The above tables reconcile our results for the three months ended June 30, 2026 and 2025, to adjusted results that exclude the impact of certain items identified as affecting comparability. We use adjusted operating expenses, adjusted operating income, adjusted income tax expense, adjusted net income, adjusted diluted earnings per share (EPS), and adjusted operating ratio, as applicable, among other measures, to evaluate our actual operating performance. The measures listed in the above table are considered non-GAAP by SEC Regulation G and Item 10(e) of SEC Regulation S-K. We believe these non-GAAP financial measures provide valuable information regarding earnings and business trends by excluding specific items that we believe are not indicative of our ongoing operating results of our business, providing a useful way for investors to make a comparison of our performance over time and against other companies in our industry. Since these are not measures of performance calculated in accordance with GAAP, they should be considered in addition to, rather than as a substitute for, operating expenses, operating income, income tax expense, net income, diluted EPS, and operating ratio as indicators of operating performance.










8


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Non-GAAP Measures Reconciliation to GAAP (unaudited)
Financial Performance*
Millions, except per share amounts and percentages,
for the six months ended June 30, 2026
Reported results
(GAAP)
Acquisition-
related expense
Adjusted
results
(non-GAAP)
Operating expenses $ 7,860  $ (71) $ 7,789 
Operating income 5,221  71  5,292 
Income tax expense [a] (1,090) -  (1,090)
Net income 3,694  71  3,765 
Earnings per share - diluted $ 6.22  $ 0.12  $ 6.34 
Operating ratio 60.1  % (0.6) % 59.5  %
Millions, except per share amounts and percentages,
for the six months ended June 30, 2025
Reported
results
(GAAP)
Deferred tax adjustment Crew staffing agreement Adjusted
results
(non-GAAP)
Operating expenses $ 7,285  $ -  $ (55) $ 7,230 
Operating income 4,896  -  55  4,951 
Income tax expense (938) (115) (13) (1,066)
Net income 3,502  (115) 42  3,429 
Earnings per share - diluted $ 5.85  $ (0.19) $ 0.07  $ 5.73 
Operating ratio 59.8  % -  % (0.4) % 59.4  %
[a]Certain acquisition-related costs are non-deductible for income tax purposes.
*The above tables reconcile our results for the six months ended June 30, 2026 and 2025, to adjusted results that exclude the impact of certain items identified as affecting comparability. We use adjusted operating expenses, adjusted operating income, adjusted income tax expense, adjusted net income, adjusted diluted EPS, and adjusted operating ratio, as applicable, among other measures, to evaluate our actual operating performance. The measures listed in the above table are considered non-GAAP by SEC Regulation G and Item 10(e) of SEC Regulation S-K. We believe these non-GAAP financial measures provide valuable information regarding earnings and business trends by excluding specific items that we believe are not indicative of our ongoing operating results of our business, providing a useful way for investors to make a comparison of our performance over time and against other companies in our industry. Since these are not measures of performance calculated in accordance with GAAP, they should be considered in addition to, rather than as a substitute for, operating expenses, operating income, income tax expense, net income, diluted EPS, and operating ratio as indicators of operating performance.
9


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]
Jun. 30,
2026
Dec. 31,
2025
Debt $ 30,327  $ 31,814 
Net income 7,330  7,138 
Debt / net income 4.1 4.5
Adjusted debt / adjusted EBITDA*
Millions, except ratios
for the trailing twelve months ended [1]
Jun. 30,
2026
Dec. 31,
2025
Net income $ 7,330  $ 7,138 
Add:
Income tax expense 2,180  2,028 
Depreciation 2,513  2,465 
Interest expense 1,285  1,309 
EBITDA $ 13,308  $ 12,940 
Adjustments:
Other income, net (624) (629)
Interest on operating lease liabilities [2] 35  40 
Adjusted EBITDA (a) $ 12,719  $ 12,351 
Debt $ 30,327  $ 31,814 
Operating lease liabilities 842  1,008 
Adjusted debt (b) $ 31,169  $ 32,822 
Adjusted debt / adjusted EBITDA (b/a) 2.5 2.7
[1]The trailing twelve months income statement information ended June 30, 2026, is recalculated by taking the twelve months ended December 31, 2025, subtracting the six months ended June 30, 2025, and adding the six months ended June 30, 2026.
[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(e) 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 June 30, 2026, and December 31, 2025, the incremental borrowing rate on operating leases was 4.1% and 4.0%, respectively. Pension and OPEB were funded at June 30, 2026, and December 31, 2025.
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