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Union Pacific (UNP) Q1 2026 earnings rise with record revenue, better efficiency

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Union Pacific Corporation reported first quarter 2026 net income of $1.7 billion, or $2.87 diluted EPS, including $36 million of merger costs. Adjusted net income was $1.7 billion, or $2.93 adjusted diluted EPS, up from $1.6 billion and $2.70 a year earlier.

Operating revenue reached $6.2 billion, a 3% increase, with freight revenue of $5.9 billion up 4%. The reported operating ratio improved to 60.5%, and the adjusted operating ratio improved to 59.9%. Free cash flow rose to $631 million on cash from operations of $2.44 billion and $988 million of investing outflows.

The company highlighted record first-quarter operating revenue, operating income, net income and freight revenue, alongside better safety and efficiency metrics such as higher freight car velocity and lower fuel consumption rate. Management affirmed its 2026 outlook, targeting mid-single digit reported EPS growth, operating ratio improvement, a $3.3 billion capital plan, and consistent annual dividend increases while it advances regulatory approvals for its planned acquisition of Norfolk Southern.

Positive

  • None.

Negative

  • None.

Insights

Union Pacific posted record Q1 results with improved efficiency and reaffirmed its 2026 outlook.

Union Pacific delivered Q1 2026 operating revenue of $6.2 billion, up 3%, and net income of $1.7 billion, up 5%. Diluted EPS rose to $2.87, or $2.93 on an adjusted basis, as the operating ratio improved to 60.5% reported and 59.9% adjusted.

Operationally, the railroad reported better asset utilization and service quality: freight car velocity increased 9% to 235 daily miles per car, average terminal dwell dropped 11% to 19.7 hours, and workforce and locomotive productivity improved. These metrics support the record revenue and income figures while fuel consumption per thousand gross ton-miles declined 4%.

Cash generation remained solid, with cash from operations of $2.44 billion and free cash flow of $631 million, after $937 million in capital investments and $821 million of dividends. Management reaffirmed 2026 targets, including mid-single digit reported EPS growth, operating ratio improvement, and a $3.3 billion capital plan, while acknowledging regulatory and execution risks related to the planned combination with Norfolk Southern in the detailed forward-looking statements.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Operating revenue $6.217 billion Q1 2026, up 3% year over year
Net income $1.701 billion Q1 2026, up 5% year over year
Diluted EPS (reported) $2.87 per share Q1 2026, up 6% from $2.70 in Q1 2025
Diluted EPS (adjusted) $2.93 per share Q1 2026, excludes $36M merger costs
Operating ratio (adjusted) 59.9% Q1 2026, improved 0.8 percentage points
Free cash flow $631 million Q1 2026, versus $468M in Q1 2025
Capital plan $3.3 billion Planned 2026 capital allocation
Adjusted debt / adjusted EBITDA 2.5x Trailing twelve months ended March 31, 2026
operating ratio financial
"Reported operating ratio was 60.5%, an improvement of 20 basis points."
A company's operating ratio is a simple percentage that shows how much of its revenue is eaten up by the costs of running the business — calculated by dividing operating expenses by operating revenue. For investors it signals efficiency and profit potential: a lower operating ratio means the company keeps more of each dollar it earns (like a household with lower bills keeping more of its paycheck), while a higher ratio suggests tighter margins and less room to absorb shocks.
free cash flow financial
"Free cash flow is defined as cash provided by operating activities less cash used in investing activities and dividends paid."
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Surface Transportation Board regulatory
"because required Surface Transportation Board or other approvals and other conditions to closing are not received or satisfied"
A federal agency that oversees and enforces rules for freight railroads and related transport services, acting like a referee for the industry by settling disputes, reviewing rates and service complaints, and approving major changes such as mergers or line abandonments. Investors care because the board’s decisions can change a railroad’s costs, access to markets, and competitive landscape, which in turn can affect revenue, profitability and long-term investment value.
adjusted EBITDA financial
"Adjusted debt / adjusted EBITDA (b/a) | 2.5 | 2.7"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
forward-looking statements regulatory
"Certain statements in this communication are “forward-looking statements” within the meaning of the “safe harbor” provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Operating revenue $6.217 billion +3% YoY
Net income $1.701 billion +5% YoY
Diluted EPS (adjusted) $2.93 +9% vs $2.70 in Q1 2025
Operating ratio (adjusted) 59.9% improved 0.8 pts YoY
Freight revenue $5.893 billion +4% YoY
Guidance

2026 outlook affirmed with mid-single digit reported EPS growth, operating ratio improvement, a $3.3B capital plan, continued strong cash generation, and consistent annual dividend increases.

Understanding 8-K Material Events →
0000100885FALSE00001008852026-04-232026-04-23

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): April 23, 2026 (April 23, 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 April 23, 2026, Union Pacific Corporation issued a press release announcing its financial results for the quarter ended March 31, 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 April 23, 2026, announcing its financial results for the quarter ended March 31, 2026.
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: April 23, 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 First Quarter 2026 Results
•Diluted earnings per share (EPS) of $2.87 and adjusted diluted EPS* of $2.93
•Operating ratio (OR) of 60.5% and adjusted OR* of 59.9%
•Freight revenue increased 4%

Omaha, Neb., April 23, 2026 – Union Pacific Corporation (NYSE: UNP) today reported 2026 first quarter net income of $1.7 billion, or $2.87 per diluted share. Results include merger costs of $36 million, or $0.06 per diluted share. Adjusted 2026 first quarter net income* of $1.7 billion, or $2.93 per diluted share* compares to 2025 first quarter net income of $1.6 billion, or $2.70 per diluted share.
"Our safety, service, and operating momentum continued in the first quarter as we further challenged 'what's possible' from our great railroad," said Jim Vena, Union Pacific Chief Executive Officer. "We grew reported net income 5%, increased earnings per share 6%, and improved our operating ratio. As we advance through the regulatory process to create America’s first transcontinental railroad, we have a solid foundation for another year of industry-leading results."
First Quarter Summary: 2026 vs. 2025
Financial Results: Record First Quarter Operating Revenue, Operating Income, Net Income, Freight Revenue, and Freight Revenue excluding Fuel Surcharge
•Operating revenue of $6.2 billion grew 3% driven by core pricing gains, fuel surcharge revenue, and business mix partially offset by 1% fewer carloads and lower other revenue.
•Freight revenue increased 4% and freight revenue excluding fuel surcharge grew 3%.
•Reported operating ratio was 60.5%, an improvement of 20 basis points. Adjusted operating ratio* was 59.9%, an improvement of 80 basis points.

Operating Results: Best Ever Quarter for Terminal Dwell and Locomotive Productivity; Best First Quarter for Freight Car Velocity, Train Length, Workforce Productivity, and Fuel Consumption Rate
•Reportable personal injury rate and reportable derailment rate both improved.
•Freight car velocity was 235 daily miles per car, a 9% increase.
•Average terminal dwell was 19.7 hours, an 11% improvement.
•Locomotive productivity was 144 gross ton-miles (GTMs) per horsepower day, a 6% increase.
•Fuel consumption rate was 1.064, measured in gallons of fuel per thousand GTMs, a 4% improvement.
•Workforce productivity was 1,163 car miles per employee, a 7% increase.
*    See attached supplemental schedule of non-GAAP measures for a reconciliation to GAAP.
-more-


On Track With Investor Day Targets
•2026 Outlook Affirmed:
◦Meeting customer demand with strong service; muted economic forecast.
◦Pricing dollars in excess of inflation dollars.
◦Reported earnings per share growth of mid-single digit; consistent with attaining 3-year CAGR target of high-single 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.

First Quarter 2026 Earnings Conference Call

Union Pacific will webcast its first quarter 2026 earnings release presentation live at www.up.com/investor and via teleconference on Thursday, April 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 March 31,20262025%
Operating revenues
Freight revenues$5,893 $5,691 4 %
Other revenues324 336 (4)
Total operating revenues6,217 6,027 3 
Operating expenses
Compensation and benefits1,227 1,212 1 
Purchased services and materials673 631 7 
Fuel643 603 7 
Depreciation633 610 4 
Equipment and other rents219 241 (9)
Other364 359 1 
Total operating expenses3,759 3,656 3 
Operating income2,458 2,371 4 
Other income, net91 78 17 
Interest expense(320)(322)(1)
Income before income taxes2,229 2,127 5 
Income tax expense(528)(501)5 
Net income$1,701 $1,626 5 %
Share and per share
Earnings per share - basic$2.87 $2.71 6 %
Earnings per share - diluted$2.87 $2.70 6 
Weighted average number of shares - basic593.0 601.0 (1)
Weighted average number of shares - diluted593.6 601.9 (1)
Dividends declared per share$1.38 $1.34 3 
Operating ratio60.5%60.7%(0.2) pts
Effective tax rate23.7%23.6%0.1  pts
1

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Freight Revenues Statistics (unaudited)
For the periods ended March 31,20262025%
Freight revenues (millions)
Grain & grain products$1,057 $950 11 %
Fertilizer236 210 12 
Food & refrigerated247 260 (5)
Coal & renewables486 416 17 
Bulk2,026 1,836 10 
Industrial chemicals & plastics655 607 8 
Metals & minerals555 521 7 
Forest products318 321 (1)
Energy & specialized markets663 633 5 
Industrial2,191 2,082 5 
Automotive560 581 (4)
Intermodal1,116 1,192 (6)
Premium1,676 1,773 (5)
Total$5,893 $5,691 4 %
Revenue carloads (thousands)
Grain & grain products243 214 14 %
Fertilizer52 49 6 
Food & refrigerated39 43 (9)
Coal & renewables214 185 16 
Bulk548 491 12 
Industrial chemicals & plastics181 169 7 
Metals & minerals183 174 5 
Forest products49 51 (4)
Energy & specialized markets147 143 3 
Industrial560 537 4 
Automotive183 195 (6)
Intermodal [a]792 874 (9)
Premium975 1,069 (9)
Total2,083 2,097 (1)%
Average revenue per car
Grain & grain products$4,345 $4,434 (2)%
Fertilizer4,564 4,339 5 
Food & refrigerated6,414 6,058 6 
Coal & renewables2,270 2,250 1 
Bulk3,700 3,744 (1)
Industrial chemicals & plastics3,620 3,601 1 
Metals & minerals3,028 2,986 1 
Forest products6,505 6,264 4 
Energy & specialized markets4,505 4,433 2 
Industrial3,911 3,877 1 
Automotive3,058 2,971 3 
Intermodal [a]1,408 1,364 3 
Premium1,718 1,658 4 
Average$2,829 $2,714 4 %
[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)
MillionsMar. 31,
2026		Dec. 31,
2025
Assets
Cash and cash equivalents$735 $1,266 
Other current assets3,480 3,289 
Investments2,954 2,885 
Properties, net59,955 59,645 
Operating lease assets907 1,036 
Other assets1,613 1,577 
Total assets$69,644 $69,698 
Liabilities and common shareholders' equity
Debt due within one year$867 $1,520 
Other current liabilities3,735 3,494 
Debt due after one year29,784 30,294 
Operating lease liabilities619 738 
Deferred income taxes13,475 13,421 
Other long-term liabilities1,746 1,764 
Total liabilities50,226 51,231 
Total common shareholders' equity19,418 18,467 
Total liabilities and common shareholders' equity$69,644 $69,698 

3

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Statements of Cash Flows (unaudited)
Millions, for the periods ended March 31,20262025
Operating activities
Net income$1,701 $1,626 
Depreciation633 610 
Deferred and other income taxes54 (7)
Other - net52 (19)
Cash provided by operating activities2,440 2,210 
Investing activities
Capital investments*(937)(906)
Other - net(51)(32)
Cash used in investing activities(988)(938)
Financing activities
Debt repaid(1,172)(370)
Dividends paid(821)(804)
Debt issued- 1,996 
Share repurchase programs- (1,420)
Accelerated share repurchase programs pending final settlement- (300)
Other - net12 20 
Cash used in financing activities(1,981)(878)
Net change in cash, cash equivalents, and restricted cash(529)394 
Cash, cash equivalents, and restricted cash at beginning of year1,280 1,028 
Cash, cash equivalents, and restricted cash at end of period$751 $1,422 
Free cash flow**
Cash provided by operating activities$2,440 $2,210 
Cash used in investing activities(988)(938)
Dividends paid(821)(804)
Free cash flow$631 $468 
*Capital investments include locomotive and freight car early lease buyouts of $176 million in 2026 and $127 million in 2025.
**Free cash flow is defined as cash provided by operating activities less cash used in investing activities and dividends paid. Free cash flow is considered a non-GAAP financial measure by SEC Regulation G and Item 10(e) of SEC Regulation S-K and may not be defined and calculated by other companies in the same manner. We believe free cash flow is important to management and investors in evaluating our financial performance and measures our ability to generate cash without additional external financing. Free cash flow should be considered in addition to, rather than as a substitute for, cash provided by operating activities.
4

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Operating and Performance Statistics (unaudited)
For the periods ended March 31,20262025%
Operating/performance statistics
Freight car velocity (daily miles per car)2352159 %
Average train speed (miles per hour)*25.523.78 
Average terminal dwell time (hours)*19.722.1(11)
Locomotive productivity (GTMs per horsepower day)1441366 
Gross ton-miles (GTMs) (millions)220,582212,7924 
Train length (feet)9,7469,4903 
Intermodal service performance index (%)98 94 4  pts
Manifest service performance index (%)98 93 5  pts
Workforce productivity (car miles per employee)1,1631,0917 
Total employees (average)28,64730,146(5)
Locomotive fuel statistics
Average fuel price per gallon consumed$2.69 $2.51 7 %
Fuel consumed in gallons (millions)235236- 
Fuel consumption rate**1.0641.107(4)
Revenue ton-miles (millions)
Grain & grain products24,094 21,144 14 %
Fertilizer3,795 3,431 11 
Food & refrigerated4,328 4,540 (5)
Coal & renewables25,644 20,214 27 
Bulk57,861 49,329 17 
Industrial chemicals & plastics8,104 7,737 5 
Metals & minerals8,553 8,098 6 
Forest products5,014 5,269 (5)
Energy & specialized markets9,979 9,719 3 
Industrial31,650 30,823 3 
Automotive4,152 4,444 (7)
Intermodal17,835 19,415 (8)
Premium21,987 23,859 (8)
Total111,498 104,011 7 %
*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
Non-GAAP Measures Reconciliation to GAAP (unaudited)
Financial Performance*
Millions, except per share amounts and percentages,
for the three months ended March 31, 2026		Reported results
(GAAP)		Acquisition-related expenseAdjusted results
(non-GAAP)
Operating expenses$3,759 $(36)$3,723 
Operating income2,458 36 2,494 
Income tax expense [a](528)- (528)
Net income1,701 36 1,737 
Earnings per share - diluted2.87 0.06 2.93 
Operating ratio60.5 %(0.6)%59.9 %
[a]Certain acquisition-related costs are non-deductible for income tax purposes.
*The above table reconcile our results for the three months ended March 31, 2026, to adjusted results that exclude the impact of certain items identified as affecting comparability. We use adjusted operating expenses, adjusted operating income, 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, net income, diluted EPS, and operating ratio as indicators of operating performance.
6

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]		Mar. 31,
2026		Dec. 31,
2025
Debt$30,651 $31,814 
Net income7,213 7,138 
Debt / net income4.24.5
Adjusted debt / adjusted EBITDA
Millions, except ratios
for the trailing twelve months ended [1]		Mar. 31,
2026		Dec. 31,
2025
Net income$7,213 $7,138 
Add:
Income tax expense2,055 2,028 
Depreciation2,488 2,465 
Interest expense1,307 1,309 
EBITDA$13,063 $12,940 
Adjustments:
Other income, net(642)(629)
Interest on operating lease liabilities [2]35 40 
Adjusted EBITDA (a)$12,456 $12,351 
Debt$30,651 $31,814 
Operating lease liabilities854 1,008 
Adjusted debt (b)$31,505 $32,822 
Adjusted debt / adjusted EBITDA (b/a)2.52.7
[1]The trailing twelve months income statement information ended March 31, 2026, is recalculated by taking the twelve months ended December 31, 2025, subtracting the three months ended March 31, 2025, and adding the three months ended March 31, 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 March 31, 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 March 31, 2026, and December 31, 2025.

7

Source: View Original Filing on SEC EDGAR

FAQ

How did Union Pacific (UNP) perform financially in Q1 2026?

Union Pacific generated strong Q1 2026 results, with net income of $1.7 billion and diluted EPS of $2.87. Operating revenue reached $6.2 billion, up 3% year over year, and freight revenue of $5.9 billion grew 4% versus 2025.

What were Union Pacific (UNP) adjusted earnings and margins in Q1 2026?

Adjusted diluted EPS for Q1 2026 was $2.93, excluding $36 million of merger costs. Adjusted net income was $1.7 billion. The adjusted operating ratio improved to 59.9%, an 80-basis-point improvement compared with the prior-year quarter’s operating efficiency.

How did Union Pacific’s revenue mix and freight volumes change in Q1 2026?

Total operating revenue rose to $6.2 billion, driven by 4% growth in freight revenue to $5.9 billion. Bulk and Industrial segments each posted freight revenue gains around 10% and 5%, while Premium revenue declined 5% as automotive and intermodal volumes softened year over year.

What operational efficiency metrics did Union Pacific (UNP) highlight for Q1 2026?

Union Pacific reported notable efficiency gains: freight car velocity increased 9% to 235 daily miles per car, terminal dwell time improved 11% to 19.7 hours, and workforce productivity rose 7%. Fuel consumption rate improved 4%, reflecting more efficient use of locomotives and network assets.

What is Union Pacific’s 2026 outlook and capital plan?

For 2026, Union Pacific reaffirmed expectations for mid-single digit reported EPS growth and continued operating ratio improvement. The company plans a $3.3 billion capital program, emphasizing infrastructure and equipment, and aims to maintain consistent annual dividend increases alongside strong cash generation.

How strong was Union Pacific’s cash flow and balance sheet in early 2026?

In Q1 2026, cash from operating activities was $2.44 billion and free cash flow reached $631 million. Total debt was $30.7 billion, with a debt-to-net-income ratio of 4.2x and adjusted debt-to-adjusted EBITDA of 2.5x, indicating manageable leverage levels.

What major strategic transaction is referenced in Union Pacific’s filing?

The filing references a definitive merger agreement for Union Pacific to acquire Norfolk Southern, creating a combined company. It details extensive forward-looking risk factors, including regulatory approvals by the Surface Transportation Board and potential integration challenges, emphasizing that transaction completion and benefits are not assured.

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