Form 8-K

8-K — UNION PACIFIC CORP

Accession: 0000100885-26-000319

Filed: 2026-10-22

Period: 2026-10-22

CIK: 0000100885

SIC: 4011 (RAILROADS, LINE-HAUL OPERATING)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — unp-20261022.htm (Primary)

EX-99.1 (a2026-10x228xkex991earning.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: unp-20261022.htm · Sequence: 1

unp-20261022

0000100885FALSE00001008852026-10-222026-10-22

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): October 22, 2026 (October 22, 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 October 22, 2026, Union Pacific Corporation issued a press release announcing its financial results for the quarter ended September 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

Press Release of Union Pacific Corporation, dated October 22, 2026, announcing its financial results for the quarter ended September 30, 2026.

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: October 22, 2026

UNION PACIFIC CORPORATION

By:

/s/ Jennifer L. Hamann

Jennifer L. Hamann

Executive Vice President and

Chief Financial Officer

EX-99.1

Filename: a2026-10x228xkex991earning.htm · Sequence: 2

Document

Exhibit 99.1

Union Pacific Reports Third Quarter 2026 Results

•Diluted EPS of $3.49, up 16%, and adjusted diluted EPS* of $3.53, up 15%

•Operating ratio (OR) of 59.1% and adjusted OR* of 58.8%

•Revenue carloads grew 6%

Omaha, Neb., October 22, 2026 – Union Pacific Corporation (NYSE: UNP) today reported third quarter 2026 net income of $2.1 billion, up 16%, and diluted earnings per share (EPS) of $3.49, up 16%, compared to reported third quarter 2025 net income of $1.8 billion and diluted EPS of $3.01. Adjusted third quarter 2026 net income* of $2.1 billion increased 15%, and adjusted diluted EPS* of $3.53 increased 15%, compared to adjusted third quarter 2025 net income* of $1.8 billion and adjusted diluted EPS* of $3.08.

"Union Pacific's third quarter results demonstrate our ability to safely deliver the service we sold to our customers while efficiently handling six percent volume growth," said Jim Vena, Union Pacific Chief Executive Officer. "We executed at a consistently high level, enabling record financial results and further reinforcing our position as the industry leader. We look forward to the upcoming steps of the Surface Transportation Board's merger review process and to delivering the benefits of America's first transcontinental railroad for our customers."

Third Quarter Summary: 2026 vs. 2025

Financial Results: Record Financial Results Driven by Volume Growth, Pricing Strength and Operational Execution; Record Freight Revenue, Freight Revenue excluding Fuel Surcharge, Operating Revenue, Operating Income, and Net Income

•Operating revenue of $7.2 billion grew 15% driven by higher fuel surcharge, 6% volume growth, core pricing gains and increased other revenue partially offset by business mix.

•Freight revenue excluding fuel surcharge increased 6%.

•Reported operating ratio improved 10 basis points to 59.1%. Adjusted operating ratio* increased 30 basis points to 58.8%. Higher fuel price unfavorably impacted operating ratio 140 basis points.

Operating Results: Operational Excellence Supports Volume Growth; Record Workforce Productivity, Train Length, and Fuel Consumption Rate

•Reportable personal injury rate improved.

•Freight car velocity was 228 daily miles per car, a 1% increase.

•Average terminal dwell was 19.9 hours, a 2% improvement.

•Fuel consumption rate was 1.034, measured in gallons of fuel per thousand gross ton-miles, a 2% improvement.

•Workforce productivity was 1,219 car miles per employee, a 5% increase.

* See attached supplemental schedule of non-GAAP measures for a reconciliation to GAAP.

-more-

2026 Outlook - On Track with Investor Day Targets

Affirmed:

•Meeting increased customer demand with strong service; mixed economic forecast.

•Reported earnings per share growth of high-single digit; consistent with attaining 3-year CAGR target of high-single to low-double digit through 2027.

•Pricing dollars in excess of inflation dollars.

•Industry-leading operating ratio and return on invested capital.

•Continued strong cash generation and consistent annual dividend increases.

Updated:

•Operating ratio improvement from core business; reported operating ratio challenged by high fuel prices.

•Capital plan of $3.5 billion.

Third Quarter 2026 Earnings Conference Call

Union Pacific will webcast its third quarter 2026 earnings release presentation live at www.up.com/investor and via teleconference on Thursday, October 22, 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 September 30, 3rd quarter Year-to-date

2026 2025 % 2026 2025 %

Operating revenues

Freight revenues $ 6,813 $ 5,927 15 % $ 19,224 $ 17,461 10 %

Other revenues 384 317 21 1,054 964 9

Total operating revenues 7,197 6,244 15 20,278 18,425 10

Operating expenses

Compensation and benefits 1,264 1,214 4 3,731 3,675 2

Fuel 1,040 616 69 2,621 1,795 46

Purchased services and materials 746 683 9 2,128 1,956 9

Depreciation 643 618 4 1,914 1,841 4

Equipment and other rents 206 212 (3) 639 683 (6)

Other 355 352 1 1,081 1,030 5

Total operating expenses 4,254 3,695 15 12,114 10,980 10

Operating income 2,943 2,549 15 8,164 7,445 10

Other income, net 95 96 (1) 291 297 (2)

Interest expense (312) (327) (5) (945) (984) (4)

Income before income taxes 2,726 2,318 18 7,510 6,758 11

Income tax expense (650) (530) 23 (1,740) (1,468) 19

Net income $ 2,076 $ 1,788 16 % $ 5,770 $ 5,290 9 %

Share and per share

Earnings per share - basic $ 3.50 $ 3.02 16 % $ 9.72 $ 8.88 9 %

Earnings per share - diluted $ 3.49 $ 3.01 16 $ 9.71 $ 8.87 9

Weighted average number of shares - basic 593.7 592.4 - 593.4 595.8 -

Weighted average number of shares - diluted 594.5 593.2 - 594.0 596.7 -

Dividends declared per share $ 1.42 $ 1.38 3 $ 4.18 $ 4.06 3

Operating ratio 59.1 % 59.2 % (0.1) pts 59.7 % 59.6 % 0.1 pts

Effective tax rate 23.8 % 22.9 % 0.9 pts 23.2 % 21.7 % 1.5 pts

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Freight Revenues Statistics (unaudited)

3rd quarter Year-to-date

For the periods ended September 30, 2026 2025 % 2026 2025 %

Freight revenues (millions)

Grain & grain products $ 1,085 $ 975 11 % $ 3,248 $ 2,889 12 %

Fertilizer 234 227 3 687 638 8

Food & refrigerated 272 258 5 791 785 1

Coal & renewables 525 470 12 1,459 1,355 8

Bulk 2,116 1,930 10 6,185 5,667 9

Industrial chemicals & plastics 701 647 8 2,041 1,900 7

Metals & minerals 666 568 17 1,842 1,650 12

Forest products 371 327 13 1,045 988 6

Energy & specialized markets 771 652 18 2,158 1,950 11

Industrial 2,509 2,194 14 7,086 6,488 9

Automotive 671 604 11 1,934 1,817 6

Intermodal 1,517 1,199 27 4,019 3,489 15

Premium 2,188 1,803 21 5,953 5,306 12

Total $ 6,813 $ 5,927 15 % $ 19,224 $ 17,461 10 %

Revenue carloads (thousands)

Grain & grain products 225 215 5 % 710 645 10 %

Fertilizer 55 58 (5) 161 162 (1)

Food & refrigerated 40 41 (2) 121 127 (5)

Coal & renewables 209 216 (3) 599 606 (1)

Bulk 529 530 - 1,591 1,540 3

Industrial chemicals & plastics 185 182 2 549 528 4

Metals & minerals 209 193 8 588 558 5

Forest products 54 52 4 156 155 1

Energy & specialized markets 158 147 7 459 439 5

Industrial 606 574 6 1,752 1,680 4

Automotive 202 199 2 595 603 (1)

Intermodal [a] 956 860 11 2,601 2,551 2

Premium 1,158 1,059 9 3,196 3,154 1

Total 2,293 2,163 6 % 6,539 6,374 3 %

Average revenue per car

Grain & grain products $ 4,837 $ 4,532 7 % $ 4,577 $ 4,478 2 %

Fertilizer 4,256 3,875 10 4,267 3,929 9

Food & refrigerated 6,678 6,306 6 6,524 6,199 5

Coal & renewables 2,516 2,181 15 2,437 2,237 9

Bulk 4,004 3,641 10 3,889 3,680 6

Industrial chemicals & plastics 3,789 3,548 7 3,717 3,598 3

Metals & minerals 3,185 2,944 8 3,134 2,959 6

Forest products 6,911 6,315 9 6,706 6,363 5

Energy & specialized markets 4,857 4,462 9 4,695 4,445 6

Industrial 4,136 3,828 8 4,044 3,863 5

Automotive 3,324 3,027 10 3,251 3,011 8

Intermodal [a] 1,586 1,393 14 1,545 1,368 13

Premium 1,889 1,701 11 1,862 1,682 11

Average $ 2,971 $ 2,740 8 % $ 2,940 $ 2,740 7 %

[a]For intermodal shipments each container or trailer equals one carload.

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Financial Position (unaudited)

Millions Sep. 30,

2026 Dec. 31,

2025

Assets

Cash and cash equivalents $ 2,211 $ 1,266

Short-term investments 875 250

Other current assets 3,431 3,039

Investments 3,030 2,885

Properties, net 60,626 59,645

Other assets 2,436 2,613

Total assets $ 72,609 $ 69,698

Liabilities and common shareholders' equity

Debt due within one year $ 1,289 $ 1,520

Other current liabilities 4,316 3,494

Debt due after one year 29,035 30,294

Deferred income taxes 13,640 13,421

Other long-term liabilities 2,311 2,502

Total liabilities 50,591 51,231

Total common shareholders' equity 22,018 18,467

Total liabilities and common shareholders' equity $ 72,609 $ 69,698

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Cash Flows (unaudited)

Year-to-date

Millions, for the periods ended September 30, 2026 2025

Operating activities

Net income $ 5,770 $ 5,290

Depreciation 1,914 1,841

Deferred and other income taxes 207 172

Other - net 411 (238)

Cash provided by operating activities 8,302 7,065

Investing activities

Capital investments* (2,834) (2,792)

Purchases of short-term investments (975) -

Maturities of short-term investments 350 -

Other - net 3 1

Cash used in investing activities (3,456) (2,791)

Financing activities

Dividends paid (2,484) (2,418)

Debt repaid (1,519) (1,424)

Share repurchase programs (26) (2,679)

Debt issued - 1,995

Other - net 121 54

Cash used in financing activities (3,908) (4,472)

Net change in cash, cash equivalents, and restricted cash 938 (198)

Cash, cash equivalents, and restricted cash at beginning of year 1,280 1,028

Cash, cash equivalents, and restricted cash at end of period $ 2,218 $ 830

Free cash flow**

Cash provided by operating activities $ 8,302 $ 7,065

Cash used in investing activities (3,456) (2,791)

Dividends paid (2,484) (2,418)

Free cash flow $ 2,362 $ 1,856

*Capital investments include locomotive and freight car early lease buyouts of $320 million in 2026 and $311 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.

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Operating and Performance Statistics (unaudited)

3rd quarter Year-to-date

For the periods ended September 30, 2026 2025 % 2026 2025 %

Operating/performance statistics

Freight car velocity (daily miles per car) 228 226 1 % 231 220 5 %

Average train speed (miles per hour)* 24.3 24.2 - 24.8 23.9 4

Average terminal dwell time (hours)* 19.9 20.4 (2) 19.8 21.3 (7)

Locomotive productivity (GTMs per horsepower day) 140 140 - 142 139 2

Gross ton-miles (GTMs) (millions) 232,506 223,029 4 678,251 656,079 3

Train length (feet) 9,969 9,801 2 9,871 9,661 2

Intermodal service performance index (%) 92 98 (6) pts 95 97 (2) pts

Manifest service performance index (%) 93 100 (7) pts 95 98 (3) pts

Workforce productivity (car miles per employee) 1,219 1,165 5 1,186 1,126 5

Total employees (average) 28,540 28,871 (1) 28,658 29,576 (3)

Locomotive fuel statistics

Average fuel price per gallon consumed $ 4.21 $ 2.56 64 % $ 3.59 $ 2.49 44 %

Fuel consumed in gallons (millions) 240 235 2 712 703 1

Fuel consumption rate** 1.034 1.052 (2) 1.049 1.072 (2)

Revenue ton-miles (millions)

Grain & grain products 22,985 21,646 6 % 71,199 64,276 11 %

Fertilizer 3,264 3,501 (7) 10,465 10,278 2

Food & refrigerated 4,503 4,559 (1) 13,425 13,808 (3)

Coal & renewables 23,482 24,013 (2) 69,417 67,344 3

Bulk 54,234 53,719 1 164,506 155,706 6

Industrial chemicals & plastics 8,443 8,087 4 24,929 23,828 5

Metals & minerals 9,898 8,666 14 27,776 25,328 10

Forest products 5,455 5,336 2 15,876 16,138 (2)

Energy & specialized markets 11,223 10,032 12 31,864 29,762 7

Industrial 35,019 32,121 9 100,445 95,056 6

Automotive 4,514 4,495 - 13,476 13,695 (2)

Intermodal 20,314 18,520 10 57,100 55,959 2

Premium 24,828 23,015 8 70,576 69,654 1

Total 114,081 108,855 5 % 335,527 320,416 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.

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Income (unaudited)

Millions,

except per share amounts and percentages, 2026

1st qtr 2nd qtr 3rd qtr Year-to-date

Operating revenues

Freight revenues $ 5,893 $ 6,518 $ 6,813 $ 19,224

Other revenues 324 346 384 1,054

Total operating revenues 6,217 6,864 7,197 20,278

Operating expenses

Compensation and benefits 1,227 1,240 1,264 3,731

Fuel 643 938 1,040 2,621

Purchased services and materials 673 709 746 2,128

Depreciation 633 638 643 1,914

Equipment and other rents 219 214 206 639

Other 364 362 355 1,081

Total operating expenses 3,759 4,101 4,254 12,114

Operating income 2,458 2,763 2,943 8,164

Other income, net 91 105 95 291

Interest expense (320) (313) (312) (945)

Income before income taxes 2,229 2,555 2,726 7,510

Income tax expense (528) (562) (650) (1,740)

Net income $ 1,701 $ 1,993 $ 2,076 $ 5,770

Share and per share

Earnings per share - basic $ 2.87 $ 3.36 $ 3.50 $ 9.72

Earnings per share - diluted $ 2.87 $ 3.36 $ 3.49 $ 9.71

Weighted average number of shares - basic 593.0 593.4 593.7 593.4

Weighted average number of shares - diluted 593.6 594.0 594.5 594.0

Dividends declared per share $ 1.38 $ 1.38 $ 1.42 $ 4.18

Operating ratio 60.5 % 59.7 % 59.1 % 59.7 %

Effective tax rate 23.7 % 22.0 % 23.8 % 23.2 %

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Freight Revenue Statistics (unaudited)

2026

1st qtr 2nd qtr 3rd qtr Year-to-date

Freight revenues (millions)

Grain & grain products $ 1,057 $ 1,106 $ 1,085 $ 3,248

Fertilizer 236 217 234 687

Food & refrigerated 247 272 272 791

Coal & renewables 486 448 525 1,459

Bulk 2,026 2,043 2,116 6,185

Industrial chemicals & plastics 655 685 701 2,041

Metals & minerals 555 621 666 1,842

Forest products 318 356 371 1,045

Energy & specialized markets 663 724 771 2,158

Industrial 2,191 2,386 2,509 7,086

Automotive 560 703 671 1,934

Intermodal 1,116 1,386 1,517 4,019

Premium 1,676 2,089 2,188 5,953

Total $ 5,893 $ 6,518 $ 6,813 $ 19,224

Revenue carloads (thousands)

Grain & grain products 243 242 225 710

Fertilizer 52 54 55 161

Food & refrigerated 39 42 40 121

Coal & renewables 214 176 209 599

Bulk 548 514 529 1,591

Industrial chemicals & plastics 181 183 185 549

Metals & minerals 183 196 209 588

Forest products 49 53 54 156

Energy & specialized markets 147 154 158 459

Industrial 560 586 606 1,752

Automotive 183 210 202 595

Intermodal [a] 792 853 956 2,601

Premium 975 1,063 1,158 3,196

Total 2,083 2,163 2,293 6,539

Average revenue per car

Grain & grain products $ 4,345 $ 4,568 $ 4,837 $ 4,577

Fertilizer 4,564 3,995 4,256 4,267

Food & refrigerated 6,414 6,474 6,678 6,524

Coal & renewables 2,270 2,546 2,516 2,437

Bulk 3,700 3,971 4,004 3,889

Industrial chemicals & plastics 3,620 3,739 3,789 3,717

Metals & minerals 3,028 3,179 3,185 3,134

Forest products 6,505 6,686 6,911 6,706

Energy & specialized markets 4,505 4,711 4,857 4,695

Industrial 3,911 4,075 4,136 4,044

Automotive 3,058 3,350 3,324 3,251

Intermodal [a] 1,408 1,626 1,586 1,545

Premium 1,718 1,966 1,889 1,862

Average $ 2,829 $ 3,014 $ 2,971 $ 2,940

[a]For intermodal shipments each container or trailer equals one carload.

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 September 30, 2026 Reported results

(GAAP) Acquisition-

related expense Adjusted

results

(non-GAAP)

Operating expenses $ 4,254 $ (22) $ 4,232

Operating income 2,943 22 2,965

Income tax expense [a] (650) - (650)

Net income 2,076 22 2,098

Earnings per share - diluted $ 3.49 $ 0.04 $ 3.53

Operating ratio 59.1 % (0.3) % 58.8 %

Millions, except per share amounts and percentages,

for the three months ended September 30, 2025 Reported

results

(GAAP) Acquisition-

related expense Adjusted

results

(non-GAAP)

Operating expenses $ 3,695 $ (41) $ 3,654

Operating income 2,549 41 2,590

Income tax expense [a] (530) - (530)

Net income 1,788 41 1,829

Earnings per share - diluted $ 3.01 $ 0.07 $ 3.08

Operating ratio 59.2 % (0.7) % 58.5 %

[a]Certain acquisition-related costs are non-deductible for income tax purposes.

*The above tables reconcile our results for the three months ended September 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.

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Non-GAAP Measures Reconciliation to GAAP (unaudited)

Financial Performance*

Millions, except per share amounts and percentages,

for the nine months ended September 30, 2026 Reported results

(GAAP)

Acquisition-

related expense Adjusted

results

(non-GAAP)

Operating expenses $ 12,114 $ (93) $ 12,021

Operating income 8,164 93 8,257

Income tax expense [a] (1,740) - (1,740)

Net income 5,770 93 5,863

Earnings per share - diluted $ 9.71 $ 0.16 $ 9.87

Operating ratio 59.7 % (0.4) % 59.3 %

Millions, except per share amounts and percentages,

for the nine months ended September 30, 2025 Reported

results

(GAAP) Acquisition-

related expense Deferred tax adjustment Crew staffing agreement Adjusted

results

(non-GAAP)

Operating expenses $ 10,980 $ (42) $ - $ (55) $ 10,883

Operating income 7,445 42 - 55 7,542

Income tax expense [a] (1,468) - (115) (13) (1,596)

Net income 5,290 42 (115) 42 5,259

Earnings per share - diluted $ 8.87 $ 0.07 $ (0.19) $ 0.07 $ 8.82

Operating ratio 59.6 % (0.2) % - % (0.3) % 59.1 %

[a]Certain acquisition-related costs are non-deductible for income tax purposes.

*The above tables reconcile our results for the nine months ended September 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.

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] Sep. 30,

2026 Dec. 31,

2025

Debt $ 30,324 $ 31,814

Net income 7,618 7,138

Debt / net income 4.0 4.5

Adjusted debt / adjusted EBITDA*

Millions, except ratios

for the trailing twelve months ended [1] Sep. 30,

2026 Dec. 31,

2025

Net income $ 7,618 $ 7,138

Add:

Income tax expense 2,300 2,028

Depreciation 2,538 2,465

Interest expense 1,270 1,309

EBITDA $ 13,726 $ 12,940

Adjustments:

Other income, net (623) (629)

Interest on operating lease liabilities [2] 33 40

Adjusted EBITDA (a) $ 13,136 $ 12,351

Debt $ 30,324 $ 31,814

Operating lease liabilities 788 1,008

Adjusted debt (b) $ 31,112 $ 32,822

Adjusted debt / adjusted EBITDA (b/a) 2.4 2.7

[1]The trailing twelve months income statement information ended September 30, 2026, is recalculated by taking the twelve months ended December 31, 2025, subtracting the nine months ended September 30, 2025, and adding the nine months ended September 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 September 30, 2026, and December 31, 2025, the incremental borrowing rate on operating leases was 4.2% and 4.0%, respectively. Pension and OPEB were funded at September 30, 2026, and December 31, 2025.

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