Form 8-K

8-K — UNION PACIFIC CORP

Accession: 0000100885-26-000249

Filed: 2026-07-23

Period: 2026-07-23

CIK: 0000100885

SIC: 4011 (RAILROADS, LINE-HAUL OPERATING)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — unp-20260723.htm (Primary)

EX-99.1 (a2026-07x238xkex991earning.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: unp-20260723.htm · Sequence: 1

unp-20260723

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

Press Release of Union Pacific Corporation, dated July 23, 2026, announcing its financial results for the quarter ended June 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: July 23, 2026

UNION PACIFIC CORPORATION

By:

/s/ Jennifer L. Hamann

Jennifer L. Hamann

Executive Vice President and

Chief Financial Officer

EX-99.1

Filename: a2026-07x238xkex991earning.htm · Sequence: 2

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

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.

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

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.

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.

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 %

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.

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.

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.

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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