unp-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission File Number 1-6075

UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)


Utah			13-2626465
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


1400 Douglas Street, Omaha, Nebraska			68179
(Address of principal executive offices)			(Zip Code)

(402) 544-5000

(Registrant’s telephone number, including area code)


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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☑

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

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.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☑ No

As of April 17, 2025, there were 597,475,610 shares of the Registrant's Common Stock outstanding.

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TABLE OF CONTENTS

UNION PACIFIC CORPORATION

AND SUBSIDIARY COMPANIES


PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements:
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) For the Three Months Ended March 31, 2025 and 2024	3

	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) For the Three Months Ended March 31, 2025 and 2024	3





	CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) At March 31, 2025, and December 31, 2024	4

	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended March 3 1 , 202 5 and 202 4	5

	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON SHAREHOLDERS’ EQUITY (Unaudited) For the Three Months Ended March 31, 2025 and 2024	6

	NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4.	Controls and Procedures	28

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	31

Signatures		32

Certifications		33

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Income (Unaudited)

Union Pacific Corporation and Subsidiary Companies


Millions, except per share amounts, for the three months ended March 31,	2025		2024
Operating revenues:
Freight revenues	$	5,691	$	5,616
Other revenues	336		415
Total operating revenues	6,027		6,031
Operating expenses:
Compensation and benefits	1,212		1,223
Purchased services and materials	631		613
Depreciation	610		594
Fuel	603		658
Equipment and other rents	241		216
Other	359		355
Total operating expenses	3,656		3,659
Operating income	2,371		2,372
Other income, net (Note 6)	78		92
Interest expense	(322)		(324)
Income before income taxes	2,127		2,140
Income tax expense	(501)		(499)
Net income	$	1,626	$	1,641
Share and per share (Note 7):
Earnings per share - basic	$	2.71	$	2.69
Earnings per share - diluted	$	2.70	$	2.69
Weighted average number of shares - basic	601.0		609.2
Weighted average number of shares - diluted	601.9		610.2

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Union Pacific Corporation and Subsidiary Companies


Millions, for the three months ended March 31,	2025		2024
Net income	$	1,626	$	1,641
Other comprehensive income/(loss):
Defined benefit plans	3		1
Foreign currency translation	-		3
Unrealized gain on derivative instruments	-		-
Total other comprehensive income/(loss) [a]	3		4
Comprehensive income	$	1,629	$	1,645

[a]Net of deferred taxes of $(0.2) million and ($0.1) million during the three months ended March 31, 2025 and 2024, respectively.

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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Condensed Consolidated Statements of Financial Position (Unaudited)

Union Pacific Corporation and Subsidiary Companies


Millions, except share and per share amounts	Mar. 31, 2025		Dec. 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	1,411	$	1,016

Accounts receivable, net (Note 9)	1,965		1,894
Materials and supplies	747		769
Other current assets	416		342
Total current assets	4,539		4,021
Investments	2,704		2,664
Properties, net (Note 10)	58,710		58,343
Operating lease assets	1,142		1,297
Other assets	1,397		1,390
Total assets	$	68,492	$	67,715
Liabilities and common shareholders' equity
Current liabilities:
Accounts payable and other current liabilities (Note 11)	$	3,995	$	3,829
Debt due within one year (Note 13)	2,227		1,425
Total current liabilities	6,222		5,254
Debt due after one year (Note 13)	30,615		29,767
Operating lease liabilities	758		925
Deferred income taxes	13,144		13,151
Other long-term liabilities	1,714		1,728
Commitments and contingencies (Note 14)
Total liabilities	52,453		50,825
Common shareholders' equity:
Common shares, $2.50 par value, 1,400,000,000 authorized; 1,113,186,248 and
1,113,018,733 issued; 598,992,024 and 604,241,260 outstanding, respectively	2,783		2,783
Paid-in-surplus	5,075		5,334
Retained earnings	66,450		65,628
Treasury stock	(57,549)		(56,132)
Accumulated other comprehensive loss (Note 8)	(720)		(723)
Total common shareholders' equity	16,039		16,890
Total liabilities and common shareholders' equity	$	68,492	$	67,715

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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Condensed Consolidated Statements of Cash Flows (Unaudited)

Union Pacific Corporation and Subsidiary Companies


Millions, for the three months ended March 31,	2025		2024
Operating activities
Net income	$	1,626	$	1,641
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	610		594
Deferred and other income taxes	(7)		23
Other operating activities, net	(22)		(80)
Changes in current assets and liabilities:
Accounts receivable, net	(71)		(89)
Materials and supplies	22		(27)
Other current assets	(75)		(55)
Accounts payable and other current liabilities	(236)		(220)
Income and other taxes	363		335
Cash provided by operating activities	2,210		2,122
Investing activities
Capital investments	(906)		(797)
Other investing activities, net	(32)		(5)
Cash used in investing activities	(938)		(802)
Financing activities
Debt issued (Note 13)	1,996		400
Share repurchase programs (Note 15)	(1,420)		-
Dividends paid	(804)		(795)
Debt repaid	(370)		(1,358)
Accelerated share repurchase programs pending final settlement (Note 15)	(300)		-
Net Issued/(paid) commercial paper (Note 12)	-		296
Other financing activities, net	20		6
Cash used in financing activities	(878)		(1,451)
Net change in cash, cash equivalents, and restricted cash	394		(131)
Cash, cash equivalents, and restricted cash at beginning of year	1,028		1,074
Cash, cash equivalents, and restricted cash at end of period	$	1,422	$	943
Supplemental cash flow information
Non-cash investing and financing activities:
Capital investments accrued but not yet paid	$	173	$	135

Cash paid during the period for:
Income taxes, net of refunds	$	(61)	$	(46)
Interest, net of amounts capitalized	(439)		(463)
Reconciliation of cash, cash equivalents, and restricted cash
to the Condensed Consolidated Statement of Financial Position:
Cash and cash equivalents	$	1,411	$	925
Restricted cash equivalents in other current assets	3		10
Restricted cash equivalents in other assets	8		8
Total cash, cash equivalents, and restricted cash equivalents per above	$	1,422	$	943

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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Condensed Consolidated Statements of Changes in Common Shareholders’ Equity (Unaudited)

Union Pacific Corporation and Subsidiary Companies


Millions	Common shares	Treasury shares	Common shares		Paid-in-surplus		Retained earnings		Treasury stock		AOCI [a]		Total
Balance at January 1, 2024	1,112.9	(503.2)	$	2,782	$	5,193	$	62,093	$	(54,666)	$	(614)	$	14,788
Net income			-		-		1,641		-		-		1,641
Other comprehensive income/(loss)			-		-		-		-		4		4
Conversion, stock option exercises, forfeitures, ESPP, and other [b]	0.1	0.2	1		20		-		5		-		26
Share repurchase programs (Note 15)	-	-	-		-		-		-		-		-
Dividends declared ($1.30 per share)	-	-	-		-		(794)		-		-		(794)
Balance at March 31, 2024	1,113.0	(503.0)	$	2,783	$	5,213	$	62,940	$	(54,661)	$	(610)	$	15,665

Balance at January 1, 2025	1,113.0	(508.8)	$	2,783	$	5,334	$	65,628	$	(56,132)	$	(723)	$	16,890
Net income			-		-		1,626		-		-		1,626
Other comprehensive income/(loss)			-		-		-		-		3		3
Conversion, stock option exercises, forfeitures, ESPP, and other [b]	0.2	0.3	-		41		-		24		-		65
Share repurchase programs (Note 15)	-	(5.7)	-		(300)		-		(1,441)		-		(1,741)
Dividends declared ($1.34 per share)	-	-	-		-		(804)		-		-		(804)
Balance at March 31, 2025	1,113.2	(514.2)	$	2,783	$	5,075	$	66,450	$	(57,549)	$	(720)	$	16,039

[a]AOCI = accumulated other comprehensive income/loss (Note 8)

[b]ESPP = employee stock purchase plan

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For purposes of this report, unless the context otherwise requires, all references herein to "Union Pacific", “Corporation”, “Company”, “UPC”, “we”, “us”, and “our” mean Union Pacific Corporation and its subsidiaries, including Union Pacific Railroad Company, which will be separately referred to herein as “UPRR” or the “Railroad”.

1. Basis of Presentation

Our Condensed Consolidated Financial Statements are unaudited and reflect all adjustments (consisting of normal and recurring adjustments) that are, in the opinion of management, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (GAAP). Pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, this Quarterly Report on Form 10-Q should be read in conjunction with our Consolidated Financial Statements and notes thereto contained in our 2024 Annual Report on Form 10-K. Our Consolidated Statement of Financial Position at December 31, 2024, is derived from audited financial statements. The results of operations for the three months ended March 31, 2025, are not necessarily indicative of the results for the entire year ending December 31, 2025.

The Condensed Consolidated Financial Statements are presented in accordance with GAAP as codified in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Certain prior period amounts have been reclassified to conform to the current period financial statement presentation.

2. Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update No. (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires business entities to expand their annual disclosures of the effective rate reconciliation and income taxes paid. The ASU is effective for fiscal years beginning after December 15, 2024, may be adopted on a prospective or retrospective basis, and early adoption is permitted. The Company is currently evaluating the effect that the new guidance will have on our related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of additional information about specific expense categories in the notes to the financial statements. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, may be adopted on a prospective or retrospective basis, with early adoption permitted. The Company is currently evaluating the effect that the new guidance will have on our related disclosures.

3. Operations and Segmentation

The Railroad, along with its subsidiaries and rail affiliates, is our one reportable operating segment. Although we provide and analyze revenues by commodity group, we treat the financial results of the Railroad as one segment due to the integrated nature of our rail network.

The Company’s Chief Operating Decision Maker (CODM) is our Chief Executive Officer. The CODM assesses performance for our rail network and decides how to allocate resources based on net income as reported on our Consolidated Statements of Income. The measure of segment assets is reported on our Consolidated Statements of Financial Position as total assets.

Our operating revenues are primarily derived from contracts with customers for the transportation of freight from origin to destination.

Although our revenues are principally derived from customers domiciled in the U.S., the ultimate points of origination or destination for some products we transport are outside the U.S. Freight revenues from each of our commodity groups, as described in the table below, includes revenues from shipments to and from Mexico, which amounted to $719 million and $790 million for the three months ended March 31, 2025 and 2024, respectively.

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Our significant segment expenses as monitored by the CODM are shown in the table below. This breakout of revenues and expenses is used by the CODM to monitor and assess the financial performance of our rail network by comparing actual results to prior years and plans.



Millions, for the three months ended March 31,	2025		2024
Bulk	$	1,836	$	1,817
Industrial	2,082		2,104
Premium	1,773		1,695
Total freight revenues	$	5,691	$	5,616
Other subsidiary revenues	194		217
Accessorial revenues	118		174
Other	24		24
Total operating revenues	$	6,027	$	6,031
Operating [a]	1,684		1,661
Administrative [a]	193		191
Locomotive fuel	591		645
Other segment items [b]	578		568
Depreciation	610		594
Other income, net	(78)		(92)
Interest expense	322		324
Income tax expense	501		499
Net income	$	1,626	$	1,641

[a]Operating and Administrative includes compensation and benefits, purchased services and materials, equipment and other rents, non-locomotive fuel, and other expenses.

[b]Other segment items includes car hire and leases, casualty costs, state and local taxes, subsidiary expense, and other overhead expense.

4. Stock-Based Compensation

We have several stock-based compensation plans where employees receive nonvested stock options, nonvested retention shares, and nonvested stock units. We refer to the nonvested shares and stock units collectively as “retention awards”. Employees may also participate in our employee stock purchase plan (ESPP).

Information regarding stock-based compensation expense appears in the table below:



Millions, for the three months ended March 31,	2025		2024
Stock-based compensation, before tax:
Stock options	$	6	$	4
Retention awards	22		17
ESPP	6		5
Total stock-based compensation, before tax	$	34	$	26
Excess income tax benefits from equity compensation plans	$	7	$	9

Stock options – Stock options are granted at the closing price on the date of grant, have 10-year contractual terms, and vest no later than 3 years from the date of grant. None of the stock options outstanding at March 31, 2025, is subject to performance or market-based vesting conditions.

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The table below shows the annual weighted-average assumptions used for Black-Scholes valuation purposes:


Weighted-average assumptions	2025		2024
Risk-free interest rate	4.3%		4.2%
Dividend yield	2.2%		2.1%
Expected life (years)	4.3		4.4
Volatility	22.4%		28.7%
Weighted-average grant-date fair value of options granted	$	48.70	$	61.75

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant; the expected dividend yield is calculated as the ratio of dividends paid per share of common stock to the stock price on the date of grant; the expected life is based on historical and expected exercise behavior; and expected volatility is based on the historical volatility of our stock price over the expected life of the stock option.

A summary of stock option activity during the three months ended March 31, 2025, is presented below:


	Options (thous.)	Weighted-average exercise price		Weighted-average remaining contractual term (in yrs.)	Aggregate intrinsic value (millions)
Outstanding at January 1, 2025	1,981	$	195.81	5.8	$	74
Granted	423	243.51		N/A	N/A
Exercised	(223)	164.76		N/A	N/A
Forfeited or expired	-	-		N/A	N/A
Outstanding at March 31, 2025	2,181	$	208.24	6.3	$	70
Vested or expected to vest at March 31, 2025	2,160	$	207.96	6.3	$	70
Options exercisable at March 31, 2025	1,462	$	193.18	4.9	$	66

At March 31, 2025, there was $30 million of unrecognized compensation expense related to nonvested stock options, which is expected to be recognized over a weighted-average period of 1.3 years. Additional information regarding stock option exercises appears in the following table:



Millions, for the three months ended March 31,	2025		2024
Intrinsic value of stock options exercised	$	20	$	12
Cash received from option exercises	41		15
Treasury shares repurchased for employee payroll taxes	(6)		(4)
Income tax benefit realized from option exercises	2		3
Aggregate grant-date fair value of stock options vested	16		15

Retention awards – Retention awards are granted at no cost to the employee, vest over periods lasting up to 4 years, and have dividends and dividend equivalents paid to participants during the vesting periods.

Changes in our retention awards during the three months ended March 31, 2025, were as follows:


	Shares (thous.)	Weighted-average grant-date fair value
Nonvested at January 1, 2025	915	$	222.50
Granted	228	243.51
Vested	(223)	204.69
Forfeited	(7)	227.18
Nonvested at March 31, 2025	913	$	232.06

At March 31, 2025, there was $108 million of total unrecognized compensation expense related to nonvested retention awards, which is expected to be recognized over a weighted-average period of 1.5 years

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Performance stock unit awards – In February 2025, our Board of Directors approved performance stock unit grants. This plan is based on performance targets for annual return on invested capital (ROIC) and operating income growth (OIG) compared to companies in the S&P 100 Industrials Index plus the Class I railroads. We define ROIC as net operating profit adjusted for interest expense (including interest on average operating lease liabilities) and taxes on interest divided by average invested capital adjusted for average operating lease liabilities.

The February 2025 stock units awarded to executives are subject to continued employment for 37 months, the attainment of certain levels of ROIC, and the relative three-year OIG. We expense two-thirds of the fair value of the units that are probable of being earned based on our forecasted ROIC over the three-year performance period, and with respect to the third year of the plan, we expense the remaining one-third of the fair value subject to the relative three-year OIG. We measure the fair value of performance stock units based upon the closing price of the underlying common stock as of the date of grant. Dividend equivalents are accumulated during the service period and paid to participants only after the units are earned.

Changes in our performance stock unit awards during the three months ended March 31, 2025, were as follows:


	Shares (thous.)	Weighted-average grant-date fair value
Nonvested at January 1, 2025	607	$	219.08
Granted	254	243.51
Vested	(68)	246.21
Unearned	(83)	244.35
Forfeited	(67)	214.99
Nonvested at March 31, 2025	643	$	223.03

At March 31, 2025, there was $29 million of total unrecognized compensation expense related to nonvested performance stock unit awards, which is expected to be recognized over a weighted-average period of 2.1 years. This expense is subject to achievement of the performance measures established for the performance stock unit grants.

5. Retirement Plans

We provide defined benefit retirement income to eligible non-union employees through qualified and non-qualified (supplemental) pension plans. Qualified and non-qualified pension benefits are based on years of service and the highest compensation during the latest years of employment, with specific reductions made for early retirements. Non-union employees hired on or after January 1, 2018, are no longer eligible for pension benefits, but are eligible for an enhanced 401(k) plan.

Expense

Pension expense is determined based upon the annual service cost of benefits (the actuarial cost of benefits earned during a period) and the interest cost on those liabilities, less the expected return on plan assets. The expected long-term rate of return on plan assets is applied to a calculated value of plan assets that recognizes changes in fair value over a 5-year period. This practice is intended to reduce year-to-year volatility in pension expense, but it can have the effect of delaying the recognition of differences between actual returns on assets and expected returns based on long-term rate of return assumptions. Differences in actual experience in relation to assumptions are not recognized in net income immediately but are deferred in accumulated other comprehensive income/loss and, if necessary, amortized as pension expense.

The components of our net periodic pension benefit/cost were as follows:



Millions, for the three months ended March 31,	2025		2024
Service cost	$	11	$	13
Interest cost	45		46
Expected return on plan assets	(60)		(63)
Amortization of actuarial loss	2		2
Net periodic pension (benefit)/cost	$	(2)	$	(2)

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Cash contributions

For the three months ended March 31, 2025, cash contributions totaled $0 to the qualified pension plans. Any contributions made during 2025 will be based on cash generated from operations and financial market considerations. Our policy with respect to funding the qualified pension plans is to fund at least the minimum required by law and not more than the maximum amount deductible for tax purposes. At March 31, 2025, we do not have minimum cash funding requirements for 2025.

6. Other Income

Other income included the following:



Millions, for the three months ended March 31,	2025		2024
Real estate income	$	64	$	65
Net periodic pension benefit/(costs)	13		15

Non-operating property environmental remediation and restoration	(5)		(6)
Other	6		18
Total	$	78	$	92

7. Earnings Per Share

The following table provides a reconciliation between basic and diluted earnings per share:

Millions, except per share amounts, for the three months ended March 31,

2025

SEC Form 10-Q filed by Union Pacific Corporation