0000100885FALSE00001008852026-01-272026-01-27

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): January 27, 2026 (January 27, 2026)
______________________________________
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
______________________________________
Utah1-607513-2626465
(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 ClassTrading SymbolName of each exchange on which registered
Common Stock (Par Value $2.50 per share)UNPNew 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 January 27, 2026, Union Pacific Corporation issued a press release announcing its financial results for the quarter and year ended December 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
99.1
104Cover 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: January 27, 2026
UNION PACIFIC CORPORATION
By:/s/ Jennifer L. Hamann
Jennifer L. Hamann
Executive Vice President and
Chief Financial Officer

Exhibit 99.1

Union Pacific Reports Fourth Quarter and Full Year 2025 Results
Fourth quarter diluted earnings per share (EPS) of $3.11 and adjusted diluted EPS* of $2.86
Fourth quarter operating ratio (OR) of 60.5% and adjusted OR* of 60.0%
Full year diluted EPS of $11.98 and adjusted diluted EPS* of $11.66
Full year OR of 59.8% and adjusted OR* of 59.3%
Full year return on invested capital* of 16.3%
Omaha, Neb., January 27, 2026 – Union Pacific Corporation (NYSE: UNP) today reported 2025 fourth quarter and full year results. "We had a record-breaking year and delivered best-ever safety, service, and operating results in 2025," said Jim Vena, Union Pacific Chief Executive Officer. "Our 2025 reported net income grew 6%, earnings per share increased 8%, and we improved our operating ratio. While we work through the regulatory process to create America's first transcontinental railroad, our team is focused on driving further safety, service, and operating improvements to support growth."
Reported 2025 fourth quarter net income was $1.8 billion and diluted EPS was $3.11. Results include industrial park land sales of $234 million, increasing diluted EPS $0.30, and $30 million of merger costs, reducing diluted EPS $0.05. Adjusted fourth quarter 2025 net income* of $1.7 billion, or adjusted diluted EPS* of $2.86, compares to adjusted fourth quarter 2024 net income* of $1.8 billion, or adjusted diluted EPS* of $2.96.
Reported full year 2025 net income of $7.1 billion, or diluted EPS of $11.98, compares to full year 2024 net income of $6.7 billion, or diluted EPS of $11.09. Reported full year net income grew 6% and full year diluted EPS improved 8%. Adjusted full year 2025 net income* of $6.9 billion, or adjusted diluted EPS* of $11.66, compares to adjusted full year 2024 net income* of $6.8 billion, or adjusted diluted EPS* of $11.11. Adjusted full year net income* grew 3% and adjusted diluted EPS* improved 5%.
Fourth Quarter Summary: 2025 vs. 2024
Financial Results: Record Fourth Quarter Net Income
Net income of $1.8 billion includes industrial park land sales of $234 million.
Operating revenue of $6.1 billion declined 1% driven by lower volume, partially offset by core pricing gains and fuel surcharge revenue.
Revenue carloads declined 4%.
Reported operating ratio was 60.5%, 180 basis points worse. Adjusted operating ratio* was 60.0%, 190 basis points worse.
* See attached supplemental schedule of non-GAAP measures for a reconciliation to GAAP.
-more-


Operating Results: Best Ever Quarterly Records for Freight Car Velocity and Terminal Dwell and Record Fourth Quarter for Train Length and Workforce Productivity
Reportable personal injury rate and reportable derailment rate both improved.
Freight car velocity was 239 daily miles per car, a 9% increase..
Average terminal dwell was 19.8 hours, a 9% improvement.
Average train length was 9,729 feet, a 3% increase.
Workforce productivity was 1,151 car miles per employee, a 3% improvement.
Full Year Summary: 2025 vs. 2024
Financial Results: Best Ever Full Year for Freight Revenue Excluding Fuel Surcharge, Other Income, and Net Income
Operating revenue of $24.5 billion was up 1% driven by core pricing gains and higher volume, partially offset by business mix, reduced fuel surcharge revenue, and lower other revenue.
Freight revenue excluding fuel surcharge grew 3%.
Revenue carloads increased 1%.
Reported operating ratio of 59.8% improved 10 basis points. Adjusted operating ratio* of 59.3% improved 60 basis points.
Operating Results: Best Ever Full Year for Safety, Freight Car Velocity, Locomotive Productivity, Terminal Dwell, Train Length, Workforce Productivity, and Fuel Consumption Rate
Union Pacific’s reportable personal injury and reportable derailment rates both improved, and the personal injury rate was industry-leading.
Freight car velocity was 225 daily miles per car, an 8% increase.
Locomotive productivity was 139 gross ton-miles per horsepower day, up 3%.
Average terminal dwell was 20.9 hours, an 8% improvement.
Workforce productivity was 1,132 car miles per employee, a 7% increase.
On Track with Investor Day Targets
2026 Outlook:
Meeting customer demand with strong service; muted economic forecast.
Pricing dollars in excess of inflation dollars.
Earnings per share growth of mid-single digit; consistent with attaining 3-year CAGR target of high-single digit to low-double digit through 2027.
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.
* See attached supplemental schedule of non-GAAP measures for a reconciliation to GAAP.



Fourth Quarter 2025 Earnings Conference Call

Union Pacific will webcast its fourth quarter 2025 earnings release presentation live at www.up.com/investor and via teleconference on Tuesday, January 27, 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: Clarissa Beyah at 402-957-4793 or cbeyah@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, 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, 2024 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000702165/000070216525000008/nsc-20241231.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, 2024, as filed with the SEC on February 7, 2025 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000100885/000010088525000042/unp-20241231.htm) and the Company’s subsequent filings with the SEC, as well as the risks described in the Company’s registration statement on Form S-4 (No. 290282), as filed with the SEC on September 16, 2025, as amended on September 30, 2025 (available at https://www.sec.gov/Archives/edgar/data/100885/000119312525224307/d908896ds4a.htm), 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 December 31,
4th QuarterFull Year
20252024%20252024%
Operating revenues
Freight revenues$5,759 $5,789 (1)%$23,220 $22,811 %
Other revenues326 332 (2)1,290 1,439 (10)
Total operating revenues6,085 6,121 (1)24,510 24,250 
Operating expenses
Compensation and benefits1,222 1,261 (3)4,897 4,899 
Purchased services and materials670 619 2,626 2,520 
Depreciation624 606 2,465 2,398 
Fuel595 581 2,390 2,474 (3)
Equipment and other rents229 248 (8)912 920 (1)
Other344 281 22 1,374 1,326 
Total operating expenses3,684 3,596 14,664 14,537 
Operating income2,401 2,525 (5)9,846 9,713 
Other income, net332 68 F629 350 80 
Interest expense(325)(312)(1,309)(1,269)
Income before income taxes2,408 2,281 9,166 8,794 
Income tax expense(560)(519)(2,028)(2,047)(1)
Net income$1,848 $1,762 %$7,138 $6,747 %
Share and per share
Earnings per share - basic$3.12 $2.92 %$12.00 $11.10 %
Earnings per share - diluted$3.11 $2.91 $11.98 $11.09 
Weighted average number of shares - basic592.5 604.2 (2)595.0 607.6 (2)
Weighted average number of shares - diluted593.5 605.2 (2)595.9 608.6 (2)
Dividends declared per share$1.38 $1.34 $5.44 $5.28 
Operating ratio60.5%58.7%1.8  pts59.8%59.9%(0.1) pts
Effective tax rate23.3%22.8%0.5  pts22.1%23.3%(1.2) pts
1


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Freight Revenues Statistics (unaudited)
For the Periods Ended December 31,4th QuarterFull Year
20252024%20252024%
Freight revenues (millions)
Grain & grain products$1,037 $1,061 (2)%$3,926 $3,828 %
Fertilizer218 199 10 856 811 
Food & refrigerated233 253 (8)1,018 1,085 (6)
Coal & renewables431 351 23 1,786 1,483 20 
Bulk1,919 1,864 7,586 7,207 
Industrial chemicals & plastics612 582 2,512 2,345 
Metals & minerals543 507 2,193 2,081 
Forest products302 324 (7)1,290 1,326 (3)
Energy & specialized markets659 679 (3)2,609 2,688 (3)
Industrial2,116 2,092 8,604 8,440 
Automotive581 581 2,398 2,452 (2)
Intermodal1,143 1,252 (9)4,632 4,712 (2)
Premium1,724 1,833 (6)7,030 7,164 (2)
Total$5,759 $5,789 (1)%$23,220 $22,811 %
Revenue carloads (thousands)
Grain & grain products235 234 %880 850 %
Fertilizer54 51 216 213 
Food & refrigerated36 40 (10)163 177 (8)
Coal & renewables191 175 797 702 14 
Bulk516 500 2,056 1,942 
Industrial chemicals & plastics176 170 704 672 
Metals & minerals189 179 747 719 
Forest products48 52 (8)203 213 (5)
Energy & specialized markets148 154 (4)587 607 (3)
Industrial561 555 2,241 2,211 
Automotive190 197 (4)793 824 (4)
Intermodal [a]806 911 (12)3,357 3,357 
Premium996 1,108 (10)4,150 4,181 (1)
Total2,073 2,163 (4)%8,447 8,334 %
Average revenue per car
Grain & grain products$4,414 $4,532 (3)%$4,461 $4,505 (1)%
Fertilizer4,095 3,918 3,970 3,809 
Food & refrigerated6,352 6,152 6,233 6,104 
Coal & renewables2,255 2,012 12 2,241 2,113 
Bulk3,719 3,723 3,690 3,710 (1)
Industrial chemicals & plastics3,478 3,445 3,568 3,493 
Metals & minerals2,863 2,820 2,935 2,893 
Forest products6,387 6,210 6,369 6,229 
Energy & specialized markets4,450 4,412 4,446 4,426 
Industrial3,771 3,771 3,840 3,818 
Automotive3,065 2,952 3,024 2,976 
Intermodal [a]1,418 1,376 1,380 1,404 (2)
Premium1,731 1,656 1,694 1,714 (1)
Average$2,778 $2,677 %$2,749 $2,737 %
[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, except percentagesDec. 31,
2025
Dec. 31,
2024
Assets
Cash and cash equivalents$1,266 $1,016 
Other current assets3,289 3,005 
Investments2,885 2,664 
Properties, net59,645 58,343 
Operating lease assets1,036 1,297 
Other assets*1,577 1,390 
Total assets$69,698 $67,715 
Liabilities and Common Shareholders' Equity
Debt due within one year$1,520 $1,425 
Other current liabilities3,494 3,829 
Debt due after one year30,294 29,767 
Operating lease liabilities738 925 
Deferred income taxes13,421 13,151 
Other long-term liabilities1,764 1,728 
Total liabilities51,231 50,825 
Total common shareholders' equity18,467 16,890 
Total liabilities and common shareholders' equity$69,698 $67,715 
Return on Average Common Shareholders' Equity40.4 %42.6 %
Return on Invested Capital as Adjusted (ROIC)**16.3 %15.8 %
*Prior periods have been reclassified to conform to the current period disclosure.
**ROIC is a non-GAAP measure; however, we believe this measure is important to management and investors in evaluating efficiency and effectiveness of our long-term capital investments. See page 11 for a reconciliation to GAAP.
3


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Statements of Cash Flows (unaudited)
Full Year
Millions, for the periods ended December 31,20252024
Operating activities
Net income$7,138 $6,747 
Depreciation2,465 2,398 
Deferred and other income taxes241 28 
Other - net(554)173 
Cash provided by operating activities9,290 9,346 
Investing activities
Capital investments*(3,791)(3,452)
Other - net29 127 
Cash used in investing activities(3,762)(3,325)
Financing activities
Dividends paid(3,236)(3,213)
Share repurchase programs(2,679)(1,505)
Debt issued1,995 800 
Debt repaid(1,428)(2,226)
Other - net72 77 
Cash used in financing activities(5,276)(6,067)
Net change in cash, cash equivalents, and restricted cash252 (46)
Cash, cash equivalents, and restricted cash at beginning of year1,028 1,074 
Cash, cash equivalents, and restricted cash at end of period$1,280 $1,028 
Free cash flow**
Cash provided by operating activities$9,290 $9,346 
Cash used in investing activities(3,762)(3,325)
Dividends paid(3,236)(3,213)
Free cash flow$2,292 $2,808 
*Capital investments include locomotive and freight car early lease buyouts of $311 million in 2025 and $143 million in 2024.
**Free cash flow is a non-GAAP measure; however, we believe this measure is important to management and investors in evaluating our financial performance and measures our ability to generate cash without additional external financing.
4


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Operating and Performance Statistics (unaudited)
For the periods ended December 31,4th QuarterFull Year
20252024%20252024%
Operating/performance statistics
Freight car velocity (daily miles per car)239219%225208%
Average train speed (miles per hour)*25.523.924.323.6
Average terminal dwell time (hours)*19.821.8(9)20.922.6(8)
Locomotive productivity (GTMs per horsepower day)141136139135
Gross ton-miles (GTMs) (millions)217,566218,558873,644847,386
Train length (feet)9,7299,4629,6789,469
Intermodal service performance index (%)100 89 11  pts99 90  pts
Manifest service performance index (%)100 96  pts100 89 11  pts
Workforce productivity (car miles per employee)1,1511,1181,1321,062
Total employees (average)28,41829,789(5)29,28730,336(3)
Locomotive fuel statistics
Average fuel price per gallon consumed$2.49 $2.41 %$2.49 $2.64 (6)%
Fuel consumed in gallons (millions)234236(1)937917
Fuel consumption rate**1.0741.0781.0721.082(1)
Revenue ton-miles (millions)
Grain & grain products23,722 23,207 %87,998 84,302 %
Fertilizer3,502 3,291 13,780 13,204 
Food & refrigerated4,080 4,313 (5)17,888 18,547 (4)
Coal & renewables22,039 17,126 29 89,383 72,106 24 
Bulk53,343 47,937 11 209,049 188,159 11 
Industrial chemicals & plastics7,696 7,457 31,524 30,436 
Metals & minerals8,486 8,013 33,814 32,793 
Forest products4,957 5,369 (8)21,095 21,967 (4)
Energy & specialized markets9,960 10,690 (7)39,722 41,925 (5)
Industrial31,099 31,529 (1)126,155 127,121 (1)
Automotive4,257 4,452 (4)17,952 18,425 (3)
Intermodal17,822 20,506 (13)73,781 76,011 (3)
Premium22,079 24,958 (12)91,733 94,436 (3)
Total106,521 104,424 %426,937 409,716 %
*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,
2025
1st Qtr2nd Qtr3rd Qtr4th QtrFull Year
Operating revenues
Freight revenues$5,691 $5,843 $5,927 $5,759 $23,220 
Other revenues336 311 317 326 1,290 
Total operating revenues6,027 6,154 6,244 6,085 24,510 
Operating expenses
Compensation and benefits1,212 1,249 1,214 1,222 4,897 
Purchased services and materials631 642 683 670 2,626 
Depreciation610 613 618 624 2,465 
Fuel603 576 616 595 2,390 
Equipment and other rents241 230 212 229 912 
Other359 319 352 344 1,374 
Total operating expenses3,656 3,629 3,695 3,684 14,664 
Operating income2,371 2,525 2,549 2,401 9,846 
Other income, net78 123 96 332 629 
Interest expense(322)(335)(327)(325)(1,309)
Income before income taxes2,127 2,313 2,318 2,408 9,166 
Income tax expense(501)(437)(530)(560)(2,028)
Net income$1,626 $1,876 $1,788 $1,848 $7,138 
Share and per share
Earnings per share - basic$2.71 $3.16 $3.02 $3.12 $12.00 
Earnings per share - diluted$2.70 $3.15 $3.01 $3.11 $11.98 
Weighted average number of shares - basic601.0 594.1 592.4 592.5 595.0 
Weighted average number of shares - diluted601.9 594.8 593.2 593.5 595.9 
Dividends declared per share$1.34 $1.34 $1.38 $1.38 $5.44 
Operating ratio60.7%59.0%59.2%60.5%59.8%
Effective tax rate23.6%18.9%22.9%23.3%22.1%
6


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Freight Revenue Statistics (unaudited)
2025
1st Qtr2nd Qtr3rd Qtr4th QtrFull Year
Freight revenues (millions)
Grain & grain products$950 $964 $975 $1,037 $3,926 
Fertilizer210 201 227 218 856 
Food & refrigerated260 267 258 233 1,018 
Coal & renewables416 469 470 431 1,786 
Bulk1,836 1,901 1,930 1,919 7,586 
Industrial chemicals & plastics607 646 647 612 2,512 
Metals & minerals521 561 568 543 2,193 
Forest products321 340 327 302 1,290 
Energy & specialized markets633 665 652 659 2,609 
Industrial2,082 2,212 2,194 2,116 8,604 
Automotive581 632 604 581 2,398 
Intermodal1,192 1,098 1,199 1,143 4,632 
Premium1,773 1,730 1,803 1,724 7,030 
Total$5,691 $5,843 $5,927 $5,759 $23,220 
Revenue carloads (thousands)
Grain & grain products214 216 215 235 880 
Fertilizer49 55 58 54 216 
Food & refrigerated43 43 41 36 163 
Coal & renewables185 205 216 191 797 
Bulk491 519 530 516 2,056 
Industrial chemicals & plastics169 177 182 176 704 
Metals & minerals174 191 193 189 747 
Forest products51 52 52 48 203 
Energy & specialized markets143 149 147 148 587 
Industrial537 569 574 561 2,241 
Automotive195 209 199 190 793 
Intermodal [a]874 817 860 806 3,357 
Premium1,069 1,026 1,059 996 4,150 
Total2,097 2,114 2,163 2,073 8,447 
Average revenue per car
Grain & grain products$4,434 $4,467 $4,532 $4,414 $4,461 
Fertilizer4,339 3,627 3,875 4,095 3,970 
Food & refrigerated6,058 6,237 6,306 6,352 6,233 
Coal & renewables2,250 2,283 2,181 2,255 2,241 
Bulk3,744 3,659 3,641 3,719 3,690 
Industrial chemicals & plastics3,601 3,647 3,548 3,478 3,568 
Metals & minerals2,986 2,950 2,944 2,863 2,935 
Forest products6,264 6,508 6,315 6,387 6,369 
Energy & specialized markets4,433 4,439 4,462 4,450 4,446 
Industrial3,877 3,885 3,828 3,771 3,840 
Automotive2,971 3,034 3,027 3,065 3,024 
Intermodal [a]1,364 1,345 1,393 1,418 1,380 
Premium1,658 1,688 1,701 1,731 1,694 
Average$2,714 $2,764 $2,740 $2,778 $2,749 
[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 December 31, 2025
Reported
results
(GAAP)
Acquisition-
related
expense
Industrial
park land
sales
Adjusted
results
(non-GAAP)
Operating expense$3,684 $(30)$$3,654 
Operating income2,401 30 2,431 
Other income, net332 (234)98 
Income tax expense [a](560)56 (504)
Net income1,848 30 (178)1,700 
Earnings per share - diluted$3.11 $0.05 $(0.30)$2.86 
Operating ratio60.5 %(0.5)ptspts60.0 %
Millions, except per share amounts and percentages,
for the three months ended December 31, 2024
Reported
results
(GAAP)
Crew
staffing
agreement
Adjusted
results
(non-GAAP)
Operating expenses$3,596 $(40)$3,556 
Operating income2,525 40 2,565 
Income tax expense(519)(10)(529)
Net income1,762 30 1,792 
Earnings per share - diluted$2.91 $0.05 $2.96 
Operating ratio58.7 %(0.6)pts58.1 %
[a]Certain acquisition-related costs are non-deductible for income tax purposes.
*The above tables reconcile our results for the three months ended December 31, 2025 and 2024, to adjust 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 tables are considered non-GAAP by SEC Regulation G and Item 10 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 percentagesReported
results
(GAAP)
Acquisition-
related
expense
Industrial
park land
sales
Deferred
tax
adjustment
Crew
staffing
agreement
Adjusted
results
(non-GAAP)
For the year ended December 31, 2025
Operating expense$14,664 $(72)$$$(55)$14,537 
Operating income9,846 72 55 9,973 
Other income, net629 (250)379 
Income tax expense [a](2,028)60 (115)(13)(2,096)
Net income7,138 72 (190)(115)42 6,947 
Earnings per share - diluted$11.98 $0.12 $(0.32)$(0.19)$0.07 $11.66 
Operating ratio59.8 %(0.3)ptsptspts(0.2)pts59.3 %
Millions, except per share amounts and percentagesReported
results
(GAAP)
Crew
staffing
agreement
Gain on sale
of intermodal
equipment
Environmental
remediation
Adjusted
results
(non-GAAP)
For the year ended December 31, 2024
Operating expenses$14,537 $(40)$46 $(23)$14,520 
Operating income9,713 40 (46)23 9,730 
Income tax expense(2,047)(9)11 (6)(2,051)
Net income6,747 31 (35)17 6,760 
Earnings per share - diluted$11.09 $0.05 $(0.06)$0.03 $11.11 
Operating ratio59.9 %(0.1)pts0.2 pts(0.1)pts59.9 %
[a]Certain acquisition-related costs are non-deductible for income tax purposes.
*The above tables reconcile our results for the year ended and as of December 31, 2025 and 2024, to adjust 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 tables are considered non-GAAP by SEC Regulation G and Item 10 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 ratios20252024
Debt$31,814 $31,192 
Net income7,138 6,747 
Debt / net income4.54.6
Adjusted debt / adjusted EBITDA*
Millions, except ratios20252024
Net income$7,138 $6,747 
Add:
Income tax expense2,028 2,047 
Depreciation2,465 2,398 
Interest expense1,309 1,269 
EBITDA$12,940 $12,461 
Adjustments:
Other income, net(629)(350)
Interest on operating lease liabilities [1]40 48 
Adjusted EBITDA (a)$12,351 $12,159 
Debt$31,814 $31,192 
Operating lease liabilities1,008 1,271 
Adjusted debt (b)$32,822 $32,463 
Adjusted debt / adjusted EBITDA (b/a)2.72.7
[1]Represents the hypothetical interest expense we would incur (using the incremental borrowing rate) if the property under our operating leases were owned or accounted for as finance leases
*Adjusted debt (total debt plus operating lease liabilities plus after-tax unfunded pension and OPEB (other post-retirement benefit) obligations) to adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, and adjustments for other income and interest on present value of operating leases) is considered a non-GAAP financial measure by SEC Regulation G and Item 10 of SEC Regulation S-K and may not be defined and calculated by other companies in the same manner. We believe this measure is important to management and investors in evaluating the Company’s ability to sustain given debt levels (including leases) with the cash generated from operations. In addition, a comparable measure is used by rating agencies when reviewing the Company’s credit rating. Adjusted debt to adjusted EBITDA should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP. The most comparable GAAP measure is debt to net income ratio. The tables above provide reconciliations from net income to adjusted EBITDA, debt to adjusted debt, and debt to net income to adjusted debt to adjusted EBITDA. At December 31, 2025 and 2024, the incremental borrowing rate on operating leases was 4.0% and 3.8%, respectively. Pension and OPEB were funded at December 31, 2025 and 2024.
10


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Non-GAAP Measures Reconciliation to GAAP (unaudited)
Return on average common shareholders' equity
Millions, except percentages20252024
Net income$7,138 $6,747 
Average equity$17,679 $15,839 
Return on average common shareholders' equity40.4 %42.6 %
Return on invested capital as adjusted (ROIC)*
Millions, except percentages20252024
Net income$7,138 $6,747 
Interest expense1,309 1,269 
Interest on average operating lease liabilities46 55 
Taxes on interest(299)(308)
Net operating profit after taxes as adjusted$8,194 $7,763 
Average equity $17,679 $15,839 
Average debt31,503 31,886 
Average operating lease liabilities1,140 1,436 
Average invested capital as adjusted$50,322 $49,161 
Return on invested capital as adjusted16.3 %15.8 %
*ROIC is considered a non-GAAP financial measure by SEC Regulation G and Item 10 of SEC Regulation S-K and may not be defined and calculated by other companies in the same manner. We believe this measure is important to management and investors in evaluating the efficiency and effectiveness of our long-term capital investments. In addition, we currently use ROIC as a performance criterion in determining certain elements of equity compensation for our executives. ROIC 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 return on average common shareholders’ equity. The tables above provide reconciliations from return on average common shareholders’ equity to ROIC. At December 31, 2025 and 2024, the incremental borrowing rate on operating lease liabilities was 4.0% and 3.8%, respectively.
11