STOCK TITAN

Union Pacific (NYSE: UNP) boosts Q2 profit and raises EPS growth outlook

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Union Pacific Corporation reported strong second quarter 2026 results, with net income of $1.993 billion, up 6% from $1.876 billion, and diluted EPS of $3.36, up 7% from $3.15. Adjusted net income was $2.028 billion, up 12%, and adjusted diluted EPS reached $3.41, up 13%. Total operating revenue rose 12% to $6.864 billion, driven by a 12% increase in freight revenue, including 21% growth in Premium segment freight revenue and 8% growth in Industrial freight revenue.

The reported operating ratio was 59.7%, with an adjusted operating ratio of 59.2%; higher fuel prices increased fuel expense 63% and adversely impacted operating ratio by 120 basis points. Year-to-date, Union Pacific generated $5.516 billion of cash from operations and $1.812 billion of free cash flow, while investing $1.810 billion in capital, supporting a capital plan of $3.3 billion and continued dividends. Debt to net income stood at 4.1x, and adjusted debt to adjusted EBITDA at 2.5x. The 2026 outlook is described as improved, with reported EPS growth targeted in the high-single digits, consistent with a three-year EPS CAGR goal of high-single to low-double digits through 2027. Union Pacific also discusses a definitive merger agreement to acquire Norfolk Southern, highlighting regulatory, integration, financing, and execution risks around the proposed transaction.

Positive

  • Net income grew to $1.993 billion, up 6% year over year, with diluted EPS rising 7% to $3.36 and adjusted diluted EPS up 13% to $3.41.
  • Union Pacific delivered record freight revenue, operating revenue, operating income, and net income, with total operating revenue up 12% to $6.864 billion.
  • Year-to-date free cash flow increased to $1.812 billion from $1.105 billion, supporting a $3.3 billion capital plan and continued annual dividend increases.
  • Management describes the 2026 outlook as improved, targeting high-single-digit reported EPS growth in line with a three-year high-single- to low-double-digit EPS CAGR objective.

Negative

  • Reported operating ratio deteriorated to 59.7% from 59.0%, and adjusted operating ratio to 59.2%, with higher fuel prices adding 120 basis points of pressure.
  • Average fuel price per gallon climbed 60% to $3.86, driving a 63% increase in fuel expense to $938 million and weighing on margins.
  • Forward-looking disclosures around the proposed Norfolk Southern acquisition cite risks including regulatory approvals, potential higher-than-expected costs, integration challenges, and possible credit rating impacts.

Filing Explained

The adjusted second-quarter results exclude acquisition-related expense, so the adjusted comparison is not the company’s reported accounting result.

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.
Q2 2026 Net Income $1,993 million Second quarter 2026 net income, up 6% from $1,876 million in 2025
Q2 2026 Diluted EPS $3.36 Second quarter 2026 diluted earnings per share, up 7% from $3.15
Q2 2026 Adjusted Diluted EPS $3.41 Non-GAAP adjusted diluted EPS for second quarter 2026, up 13% from $3.03
Q2 2026 Operating Revenue $6,864 million Second quarter 2026 total operating revenues, a 12% increase year over year
Q2 2026 Operating Ratio 59.7% Reported operating ratio for second quarter 2026; adjusted operating ratio was 59.2%
Year-to-date 2026 Free Cash Flow $1,812 million Free cash flow for the six months ended June 30, 2026
Capital Plan $3.3 billion Planned capital spending referenced in the 2026 outlook and capital allocation discussion
Adjusted Debt / Adjusted EBITDA 2.5 Adjusted leverage ratio for the trailing twelve months ended June 30, 2026
operating ratio financial
"Reported operating ratio was 59.7% and adjusted operating ratio* was 59.2%"
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"
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.
gross ton-miles (GTMs) technical
"Locomotive productivity was 142 gross ton-miles (GTMs) per horsepower day"
adjusted EBITDA financial
"Adjusted debt (total debt plus operating lease liabilities plus after-tax unfunded pension and OPEB) to adjusted EBITDA"
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.
intermodal service performance index technical
"Intermodal service performance index (%) | 95 | 99 | (4) pts"
Net income (Q2 2026) $1,993 million Up 6% from $1,876 million in Q2 2025
Diluted EPS (Q2 2026) $3.36 Up 7% from $3.15 in Q2 2025
Adjusted diluted EPS (Q2 2026) $3.41 Up 13% from $3.03 in Q2 2025
Operating revenue (Q2 2026) $6,864 million Up 12% from $6,154 million in Q2 2025
Operating ratio (Q2 2026) 59.7% reported; 59.2% adjusted Reported ratio increased 0.7 points; adjusted ratio increased 1.1 points
Free cash flow (YTD 2026) $1,812 million Increased from $1,105 million for year-to-date 2025
Guidance

The company describes its 2026 outlook as improved, targeting high-single-digit reported EPS growth, consistent with a three-year EPS CAGR goal of high-single- to low-double-digit growth through 2027, and reaffirms pricing above inflation, operating ratio improvement, strong cash generation, and a $3.3 billion capital plan.

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FAQ

How did Union Pacific (UNP) perform financially in Q2 2026?

Union Pacific reported Q2 2026 net income of $1.993 billion, up 6%, and diluted EPS of $3.36, up 7% versus Q2 2025. Total operating revenue rose 12% to $6.864 billion, driven by higher freight revenue, volume growth, fuel surcharge and core pricing.

What was Union Pacific's operating ratio in Q2 2026?

Union Pacific’s Q2 2026 operating ratio was 59.7%, with an adjusted operating ratio of 59.2%. Both measures were higher than a year earlier, and the company notes higher fuel prices unfavorably impacted operating ratio by 120 basis points.

What EPS growth outlook did Union Pacific (UNP) give for 2026?

Union Pacific states that its 2026 outlook improved, with reported EPS growth increased to high-single digit. This is described as consistent with attaining a three-year EPS CAGR target of high-single- to low-double-digit growth through 2027 set at its Investor Day.

How much free cash flow did Union Pacific generate year-to-date 2026?

For the six months ended June 30, 2026, Union Pacific generated free cash flow of $1.812 billion. This reflects $5.516 billion of cash provided by operating activities, $2.064 billion used in investing activities, and $1.640 billion of dividends paid during the period.

What are Union Pacific's leverage metrics as of June 30, 2026?

As of June 30, 2026, Union Pacific reported debt of $30.327 billion and trailing twelve-month net income of $7.330 billion, for a debt/net income ratio of 4.1x. Adjusted debt to adjusted EBITDA was 2.5x on an adjusted EBITDA base of $12.719 billion.

How did Union Pacific's volumes and productivity trend in Q2 2026?

Union Pacific’s revenue carloads increased 2% to 2.163 million in Q2 2026, while freight car velocity rose 5% to 231 daily miles per car. Workforce productivity improved 5% to 1,176 car miles per employee, and average terminal dwell time declined 7% to 19.7 hours.

Does Union Pacific's report mention an acquisition of Norfolk Southern?

Yes. Union Pacific references a definitive merger agreement providing for the acquisition of Norfolk Southern. The discussion focuses on forward-looking risks, including regulatory approvals, potential legal proceedings, integration challenges, costs, and other uncertainties related to completing the proposed transaction.
0000100885FALSE00001008852026-07-232026-07-23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM 8-K
______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 23, 2026 (July 23, 2026)
______________________________________
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
______________________________________
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 July 23, 2026, Union Pacific Corporation issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
99.1
Press Release of Union Pacific Corporation, dated July 23, 2026, announcing its financial results for the quarter ended June 30, 2026.
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: July 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 Second Quarter 2026 Results
Diluted earnings per share (EPS) of $3.36 and adjusted diluted EPS* of $3.41
Operating ratio (OR) of 59.7% and adjusted OR* of 59.2%
Freight revenue excluding fuel increased 4%
Omaha, Neb., July 23, 2026 – Union Pacific Corporation (NYSE: UNP) today reported second quarter 2026 net income of $2.0 billion, up 6%, and diluted EPS of $3.36, up 7%, compared to reported second quarter 2025 net income of $1.9 billion and diluted EPS of $3.15. Adjusted second quarter 2026 net income* of $2.0 billion increased 12%, and adjusted diluted EPS* of $3.41 increased 13%, compared to adjusted second quarter 2025 net income* of $1.8 billion and adjusted diluted EPS* of $3.03.
"Strong execution and volume growth enabled another successful quarter and record financial results" said Jim Vena, Union Pacific Chief Executive Officer. "Looking ahead, we are prepared to meet increasing customer demand with best-in class safety, service and operational excellence. Additionally, we are ready to move forward in the regulatory process and deliver the benefits of America's first transcontinental railroad offering greater competition, better service and a stronger supply chain."
Second Quarter Summary: 2026 vs. 2025
Financial Results: Record Freight Revenue, Freight Revenue excluding Fuel Surcharge, Operating Revenue, Operating Income, and Net Income
Operating revenue of $6.9 billion increased 12% driven by higher fuel surcharge, volume growth, core pricing gains and greater other revenue partially offset by business mix.
Freight revenue increased 12% and freight revenue excluding fuel surcharge grew 4%.
Reported operating ratio was 59.7% and adjusted operating ratio* was 59.2%, increasing 70 and 110 basis points, respectively. Higher fuel price unfavorably impacted operating ratio 120 basis points.
Operating Results: Record Workforce Productivity, Train Length, Fuel Consumption Rate, and Freight Car Terminal Dwell (Tie)
Reportable personal injury rate and derailment rate both improved.
Freight car velocity was 231 daily miles per car, a 5% increase.
Average terminal dwell was 19.7 hours, a 7% improvement.
Locomotive productivity was 142 gross ton-miles (GTMs) per horsepower day, a 1% increase
Fuel consumption rate was 1.051, measured in gallons of fuel per thousand GTMs, a 1% improvement.
Workforce productivity was 1,176 car miles per employee, a 5% increase.
*    See attached supplemental schedule of non-GAAP measures for a reconciliation to GAAP.
-more-



2026 Outlook Improved; On Track with Investor Day Targets
Improved:
Meeting increased customer demand with strong service; mixed economic forecast.
Reported earnings per share growth increased to high-single digit; consistent with attaining 3-year CAGR target of high-single to low-double digit through 2027.
Affirmed:
Pricing dollars in excess of inflation dollars.
Operating ratio improvement; industry-leading operating ratio and return on invested capital.
Continued strong cash generation.
Capital allocation:
- Capital plan of $3.3 billion.
- Consistent annual dividend increases.

Second Quarter 2026 Earnings Conference Call

Union Pacific will webcast its second quarter 2026 earnings release presentation live at www.up.com/investor and via teleconference on Thursday, July 23, 2026, at 8:45 a.m. Eastern Time. Participants may join the conference call by dialing 877-407-8293 (or for international participants, 201-689-8349).
ABOUT UNION PACIFIC
Union Pacific (NYSE: UNP) delivers the goods families and businesses use every day with safe, reliable, and efficient service. Operating in 23 western states, the company connects its customers and communities to the global economy. Trains are the most environmentally responsible way to move freight, helping Union Pacific protect future generations. More information about Union Pacific is available at www.up.com.
Union Pacific Investor contact: Diana Prauner at 402-544-4227 or dprauner@up.com
Union Pacific Media contact: Kristen South at 402-544-3435 or kmsouth@up.com
Supplemental financial information is attached.



****
Certain statements in this communication are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause the Company’s (or, as it relates to the Transaction (as defined below), the combined company of Norfolk Southern and Union Pacific (referred to hereinafter as the combined company) actual results, levels of activity, performance, or achievements or those of the railroad industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “believe,” “project,” “estimate,” “intend,” “plan,” “pro forma,” or any variations or other comparable terminology.
While the Company has based these forward-looking statements on those expectations, assumptions, estimates, beliefs and projections they view as reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control, including but not limited to, in addition to factors disclosed in the Company’s, as well as Norfolk Southern’s (as it relates to the proposed combination of it with the Company) respective filings with the U.S. Securities and Exchange Commission (the “SEC”): the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between the Company and Norfolk Southern providing for the acquisition of Norfolk Southern by Union Pacific (the “Transaction”); the risk that potential legal proceedings may be instituted against the Company or Norfolk Southern and result in significant costs of defense, indemnification or liability; the possibility that the Transaction does not close when expected or at all because required Surface Transportation Board or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth from the Transaction, or that such benefits may take longer to realize or be more costly to achieve than expected, including as a result of changes in, or problems arising from, general economic and market conditions, tariffs, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which the Company and Norfolk Southern operate; disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; the costs associated with the anticipated length of time of the pendency of the Transaction, including the restrictions contained in the definitive merger agreement on the ability of the Company and Norfolk Southern, respectively, to operate their respective businesses outside the ordinary course during the pendency of the Transaction; the diversion of the Company’s and Norfolk Southern’s management’s attention and time from ongoing business operations and opportunities on merger-related matters; the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of the Company’s or Norfolk Southern’s customers, suppliers, employees, labor unions or other business partners, including those resulting from the announcement or completion of the Transaction; the dilution caused by the Company’s issuance of additional shares of its common stock in connection with the consummation of the Transaction; the risk of a downgrade of the credit rating of the Company’s indebtedness, which could give rise to an obligation to redeem existing indebtedness; a material adverse change in the financial condition of the Company, Norfolk Southern or the combined company; changes in domestic or international economic, political or business conditions, including those impacting the transportation industry (including customers, employees and supply chains); the Company’s, Norfolk Southern’s and the combined company’s ability to successfully implement its respective operational, productivity, and strategic initiatives; a significant adverse event on the Company’s or Norfolk Southern’s network, including, but not limited to, a mainline accident, discharge of hazardous materials, or climate-related or other network outage; the outcome of claims, litigation, governmental proceedings and investigations involving the Company or Norfolk Southern, including, in the case of Norfolk Southern, those with respect to the Eastern Ohio incident; the nature and extent of Norfolk Southern’s environmental remediation obligations with respect to the Eastern Ohio incident; new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident; and a cybersecurity incident or other disruption to our technology infrastructure.
This list of important factors is not intended to be exhaustive. These and other important factors, including those discussed under “Risk Factors” in Norfolk Southern’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 9, 2026 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000702165/000162828026006268/nsc-20251231.htm) and Norfolk Southern’s subsequent filings with the SEC, the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 6, 2026 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/100885/000010088526000037/unp-20251231.htm) and the Company’s subsequent filings with the SEC, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. References to the Company’s and Norfolk Southern’s website are provided for convenience and, therefore, information on or available through the website is not, and should not be deemed to be, incorporated by reference herein. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, the Company and Norfolk Southern disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law or regulation.

### 



UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Statements of Income (unaudited)
Millions, except per share amounts and percentages, for the periods ended June 30,2nd quarterYear-to-date
20262025%20262025%
Operating revenues
Freight revenues$6,518 $5,843 12 %$12,411 $11,534 %
Other revenues346 311 11 670 647 
Total operating revenues6,864 6,154 12 13,081 12,181 
Operating expenses
Compensation and benefits1,240 1,249 (1)2,467 2,461 
Fuel938 576 63 1,581 1,179 34 
Purchased services and materials709 642 10 1,382 1,273 
Depreciation638 613 1,271 1,223 
Equipment and other rents214 230 (7)433 471 (8)
Other362 319 13 726 678 
Total operating expenses4,101 3,629 13 7,860 7,285 
Operating income2,763 2,525 5,221 4,896 
Other income, net105 123 (15)196 201 (2)
Interest expense(313)(335)(7)(633)(657)(4)
Income before income taxes2,555 2,313 10 4,784 4,440 
Income tax expense(562)(437)29 (1,090)(938)16 
Net income$1,993 $1,876 %$3,694 $3,502 %
Share and per share
Earnings per share - basic$3.36 $3.16 %$6.23 $5.86 %
Earnings per share - diluted$3.36 $3.15 $6.22 $5.85 
Weighted average number of shares - basic593.4 594.1 593.2 597.5 (1)
Weighted average number of shares - diluted594.0 594.8 593.8 598.4 (1)
Dividends declared per share$1.38 $1.34 $2.76 $2.68 
Operating ratio59.7%59.0%0.7  pts60.1%59.8%0.3  pts
Effective tax rate22.0%18.9%3.1  pts22.8%21.1%1.7  pts
1


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Freight Revenues Statistics (unaudited)
2nd quarterYear-to-date
For the periods ended June 30,20262025%20262025%
Freight revenues (millions)
Grain & grain products$1,106 $964 15 %$2,163 $1,914 13 %
Fertilizer217 201 453 411 10 
Food & refrigerated272 267 519 527 (2)
Coal & renewables448 469 (4)934 885 
Bulk2,043 1,901 4,069 3,737 
Industrial chemicals & plastics685 646 1,340 1,253 
Metals & minerals621 561 11 1,176 1,082 
Forest products356 340 674 661 
Energy & specialized markets724 665 1,387 1,298 
Industrial2,386 2,212 4,577 4,294 
Automotive703 632 11 1,263 1,213 
Intermodal1,386 1,098 26 2,502 2,290 
Premium2,089 1,730 21 3,765 3,503 
Total$6,518 $5,843 12 %$12,411 $11,534 %
Revenue carloads (thousands)
Grain & grain products242 216 12 %485 430 13 %
Fertilizer54 55 (2)106 104 
Food & refrigerated42 43 (2)81 86 (6)
Coal & renewables176 205 (14)390 390 
Bulk514 519 (1)1,062 1,010 
Industrial chemicals & plastics183 177 364 346 
Metals & minerals196 191 379 365 
Forest products53 52 102 103 (1)
Energy & specialized markets154 149 301 292 
Industrial586 569 1,146 1,106 
Automotive210 209 393 404 (3)
Intermodal [a]853 817 1,645 1,691 (3)
Premium1,063 1,026 2,038 2,095 (3)
Total2,163 2,114 %4,246 4,211 %
Average revenue per car
Grain & grain products$4,568 $4,467 %$4,456 $4,451 %
Fertilizer3,995 3,627 10 4,273 3,959 
Food & refrigerated6,474 6,237 6,445 6,147 
Coal & renewables2,546 2,283 12 2,395 2,267 
Bulk3,971 3,659 3,831 3,700 
Industrial chemicals & plastics3,739 3,647 3,680 3,625 
Metals & minerals3,179 2,950 3,106 2,967 
Forest products6,686 6,508 6,599 6,387 
Energy & specialized markets4,711 4,439 4,610 4,436 
Industrial4,075 3,885 3,995 3,881 
Automotive3,350 3,034 10 3,214 3,004 
Intermodal [a]1,626 1,345 21 1,521 1,355 12 
Premium1,966 1,688 16 1,847 1,673 10 
Average$3,014 $2,764 %$2,923 $2,739 %
[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)
MillionsJun. 30,
2026
Dec. 31,
2025
Assets
Cash and cash equivalents$1,614 $1,266 
Other current assets3,919 3,289 
Investments2,977 2,885 
Properties, net60,199 59,645 
Operating lease assets875 1,036 
Other assets1,627 1,577 
Total assets$71,211 $69,698 
Liabilities and common shareholders' equity
Debt due within one year$1,288 $1,520 
Other current liabilities4,324 3,494 
Debt due after one year29,039 30,294 
Operating lease liabilities609 738 
Deferred income taxes13,525 13,421 
Other long-term liabilities1,753 1,764 
Total liabilities50,538 51,231 
Total common shareholders' equity20,673 18,467 
Total liabilities and common shareholders' equity$71,211 $69,698 

3


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Statements of Cash Flows (unaudited)
Year-to-date
Millions, for the periods ended June 30,20262025
Operating activities
Net income$3,694 $3,502 
Depreciation1,271 1,223 
Deferred and other income taxes93 (123)
Other - net458 (59)
Cash provided by operating activities5,516 4,543 
Investing activities
Capital investments*(1,810)(1,842)
Other - net(254)
Cash used in investing activities(2,064)(1,839)
Financing activities
Dividends paid(1,640)(1,599)
Debt repaid(1,506)(409)
Share repurchase programs(26)(2,679)
Debt issued- 1,995 
Other - net63 43 
Cash used in financing activities(3,109)(2,649)
Net change in cash, cash equivalents, and restricted cash343 55 
Cash, cash equivalents, and restricted cash at beginning of year1,280 1,028 
Cash, cash equivalents, and restricted cash at end of period$1,623 $1,083 
Free cash flow**
Cash provided by operating activities$5,516 $4,543 
Cash used in investing activities(2,064)(1,839)
Dividends paid(1,640)(1,599)
Free cash flow$1,812 $1,105 
*Capital investments include locomotive and freight car early lease buyouts of $241 million in 2026 and $178 million in 2025.
**Free cash flow is defined as cash provided by operating activities less cash used in investing activities and dividends paid. Free cash flow is considered a non-GAAP financial measure by SEC Regulation G and Item 10(e) of SEC Regulation S-K and may not be defined and calculated by other companies in the same manner. We believe free cash flow is important to management and investors in evaluating our financial performance and measures our ability to generate cash without additional external financing. Free cash flow should be considered in addition to, rather than as a substitute for, cash provided by operating activities.
4


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Operating and Performance Statistics (unaudited)
2nd quarterYear-to-date
For the periods ended June 30,20262025%20262025%
Operating/performance statistics
Freight car velocity (daily miles per car)231221%233218%
Average train speed (miles per hour)*24.723.925.123.8
Average terminal dwell time (hours)*19.721.2(7)19.721.7(9)
Locomotive productivity (GTMs per horsepower day)142141143138
Gross ton-miles (GTMs) (millions)225,163220,258445,745433,050
Train length (feet)9,8909,6899,8199,590
Intermodal service performance index (%)95 99 (4) pts96 96  pts
Manifest service performance index (%)95 97 (2) pts96 95  pts
Workforce productivity (car miles per employee)1,1761,1241,1701,108
Total employees (average)28,78629,711(3)28,71629,929(4)
Locomotive fuel statistics
Average fuel price per gallon consumed$3.86 $2.42 60 %$3.27 $2.46 33 %
Fuel consumed in gallons (millions)237232471468
Fuel consumption rate**1.0511.058(1)1.0571.082(2)
Revenue ton-miles (millions)
Grain & grain products24,120 21,486 12 %48,214 42,630 13 %
Fertilizer3,406 3,346 7,201 6,777 
Food & refrigerated4,594 4,709 (2)8,922 9,249 (4)
Coal & renewables20,291 23,117 (12)45,935 43,331 
Bulk52,411 52,658 110,272 101,987 
Industrial chemicals & plastics8,382 8,004 16,486 15,741 
Metals & minerals9,325 8,564 17,878 16,662 
Forest products5,407 5,533 (2)10,421 10,802 (4)
Energy & specialized markets10,662 10,011 20,641 19,730 
Industrial33,776 32,112 65,426 62,935 
Automotive4,810 4,756 8,962 9,200 (3)
Intermodal18,951 18,024 36,786 37,439 (2)
Premium23,761 22,780 45,748 46,639 (2)
Total109,948 107,550 %221,446 211,561 %
*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,
2026
1st qtr2nd qtrYear-to-date
Operating revenues
Freight revenues$5,893 $6,518 $12,411 
Other revenues324 346 670 
Total operating revenues6,217 6,864 13,081 
Operating expenses
Compensation and benefits1,227 1,240 2,467 
Fuel643 938 1,581 
Purchased services and materials673 709 1,382 
Depreciation633 638 1,271 
Equipment and other rents219 214 433 
Other364 362 726 
Total operating expenses3,759 4,101 7,860 
Operating income2,458 2,763 5,221 
Other income, net91 105 196 
Interest expense(320)(313)(633)
Income before income taxes2,229 2,555 4,784 
Income tax expense(528)(562)(1,090)
Net income$1,701 $1,993 $3,694 
Share and per share
Earnings per share - basic$2.87 $3.36 $6.23 
Earnings per share - diluted$2.87 $3.36 $6.22 
Weighted average number of shares - basic593.0 593.4 593.2 
Weighted average number of shares - diluted593.6 594.0 593.8 
Dividends declared per share$1.38 $1.38 $2.76 
Operating ratio60.5%59.7%60.1%
Effective tax rate23.7%22.0%22.8%
6


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Freight Revenue Statistics (unaudited)
2026
1st qtr2nd qtrYear-to-date
Freight revenues (millions)
Grain & grain products$1,057 $1,106 $2,163 
Fertilizer236 217 453 
Food & refrigerated247 272 519 
Coal & renewables486 448 934 
Bulk2,026 2,043 4,069 
Industrial chemicals & plastics655 685 1,340 
Metals & minerals555 621 1,176 
Forest products318 356 674 
Energy & specialized markets663 724 1,387 
Industrial2,191 2,386 4,577 
Automotive560 703 1,263 
Intermodal1,116 1,386 2,502 
Premium1,676 2,089 3,765 
Total$5,893 $6,518 $12,411 
Revenue carloads (thousands)
Grain & grain products243 242 485 
Fertilizer52 54 106 
Food & refrigerated39 42 81 
Coal & renewables214 176 390 
Bulk548 514 1,062 
Industrial chemicals & plastics181 183 364 
Metals & minerals183 196 379 
Forest products49 53 102 
Energy & specialized markets147 154 301 
Industrial560 586 1,146 
Automotive183 210 393 
Intermodal [a]792 853 1,645 
Premium975 1,063 2,038 
Total2,083 2,163 4,246 
Average revenue per car
Grain & grain products$4,345 $4,568 $4,456 
Fertilizer4,564 3,995 4,273 
Food & refrigerated6,414 6,474 6,445 
Coal & renewables2,270 2,546 2,395 
Bulk3,700 3,971 3,831 
Industrial chemicals & plastics3,620 3,739 3,680 
Metals & minerals3,028 3,179 3,106 
Forest products6,505 6,686 6,599 
Energy & specialized markets4,505 4,711 4,610 
Industrial3,911 4,075 3,995 
Automotive3,058 3,350 3,214 
Intermodal [a]1,408 1,626 1,521 
Premium1,718 1,966 1,847 
Average$2,829 $3,014 $2,923 
[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 June 30, 2026
Reported results
(GAAP)
Acquisition-
related expense
Adjusted
results
(non-GAAP)
Operating expenses$4,101 $(35)$4,066 
Operating income2,763 35 2,798 
Income tax expense [a](562)(562)
Net income1,993 35 2,028 
Earnings per share - diluted$3.36 $0.05 $3.41 
Operating ratio59.7 %(0.5)%59.2 %
Millions, except per share amounts and percentages,
for the three months ended June 30, 2025
Reported
results
(GAAP)
Deferred tax adjustmentCrew staffing agreementAdjusted
results
(non-GAAP)
Operating expenses$3,629 $$(55)$3,574 
Operating income2,525 55 2,580 
Income tax expense(437)(115)(13)(565)
Net income1,876 (115)42 1,803 
Earnings per share - diluted$3.15 $(0.19)$0.07 $3.03 
Operating ratio59.0 %%(0.9)%58.1 %
[a]Certain acquisition-related costs are non-deductible for income tax purposes.
*The above tables reconcile our results for the three months ended June 30, 2026 and 2025, to adjusted results that exclude the impact of certain items identified as affecting comparability. We use adjusted operating expenses, adjusted operating income, adjusted income tax expense, adjusted net income, adjusted diluted earnings per share (EPS), and adjusted operating ratio, as applicable, among other measures, to evaluate our actual operating performance. The measures listed in the above table are considered non-GAAP by SEC Regulation G and Item 10(e) of SEC Regulation S-K. We believe these non-GAAP financial measures provide valuable information regarding earnings and business trends by excluding specific items that we believe are not indicative of our ongoing operating results of our business, providing a useful way for investors to make a comparison of our performance over time and against other companies in our industry. Since these are not measures of performance calculated in accordance with GAAP, they should be considered in addition to, rather than as a substitute for, operating expenses, operating income, income tax expense, net income, diluted EPS, and operating ratio as indicators of operating performance.










8


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Non-GAAP Measures Reconciliation to GAAP (unaudited)
Financial Performance*
Millions, except per share amounts and percentages,
for the six months ended June 30, 2026
Reported results
(GAAP)
Acquisition-
related expense
Adjusted
results
(non-GAAP)
Operating expenses$7,860 $(71)$7,789 
Operating income5,221 71 5,292 
Income tax expense [a](1,090)(1,090)
Net income3,694 71 3,765 
Earnings per share - diluted$6.22 $0.12 $6.34 
Operating ratio60.1 %(0.6)%59.5 %
Millions, except per share amounts and percentages,
for the six months ended June 30, 2025
Reported
results
(GAAP)
Deferred tax adjustmentCrew staffing agreementAdjusted
results
(non-GAAP)
Operating expenses$7,285 $$(55)$7,230 
Operating income4,896 55 4,951 
Income tax expense(938)(115)(13)(1,066)
Net income3,502 (115)42 3,429 
Earnings per share - diluted$5.85 $(0.19)$0.07 $5.73 
Operating ratio59.8 %%(0.4)%59.4 %
[a]Certain acquisition-related costs are non-deductible for income tax purposes.
*The above tables reconcile our results for the six months ended June 30, 2026 and 2025, to adjusted results that exclude the impact of certain items identified as affecting comparability. We use adjusted operating expenses, adjusted operating income, adjusted income tax expense, adjusted net income, adjusted diluted EPS, and adjusted operating ratio, as applicable, among other measures, to evaluate our actual operating performance. The measures listed in the above table are considered non-GAAP by SEC Regulation G and Item 10(e) of SEC Regulation S-K. We believe these non-GAAP financial measures provide valuable information regarding earnings and business trends by excluding specific items that we believe are not indicative of our ongoing operating results of our business, providing a useful way for investors to make a comparison of our performance over time and against other companies in our industry. Since these are not measures of performance calculated in accordance with GAAP, they should be considered in addition to, rather than as a substitute for, operating expenses, operating income, income tax expense, net income, diluted EPS, and operating ratio as indicators of operating performance.
9


UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Non-GAAP Measures Reconciliation to GAAP (unaudited)
Debt / net income
Millions, except ratios
for the trailing twelve months ended [1]
Jun. 30,
2026
Dec. 31,
2025
Debt$30,327 $31,814 
Net income7,330 7,138 
Debt / net income4.14.5
Adjusted debt / adjusted EBITDA*
Millions, except ratios
for the trailing twelve months ended [1]
Jun. 30,
2026
Dec. 31,
2025
Net income$7,330 $7,138 
Add:
Income tax expense2,180 2,028 
Depreciation2,513 2,465 
Interest expense1,285 1,309 
EBITDA$13,308 $12,940 
Adjustments:
Other income, net(624)(629)
Interest on operating lease liabilities [2]35 40 
Adjusted EBITDA (a)$12,719 $12,351 
Debt$30,327 $31,814 
Operating lease liabilities842 1,008 
Adjusted debt (b)$31,169 $32,822 
Adjusted debt / adjusted EBITDA (b/a)2.52.7
[1]The trailing twelve months income statement information ended June 30, 2026, is recalculated by taking the twelve months ended December 31, 2025, subtracting the six months ended June 30, 2025, and adding the six months ended June 30, 2026.
[2]Represents the hypothetical interest expense we would incur (using the incremental borrowing rate) if the property under our operating leases were owned or accounted for as finance leases.
*Adjusted debt (total debt plus operating lease liabilities plus after-tax unfunded pension and OPEB (other post-retirement benefit) obligations) to adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, and adjustments for other income and interest on present value of operating leases) is considered a non-GAAP financial measure by SEC Regulation G and Item 10(e) of SEC Regulation S-K and may not be defined and calculated by other companies in the same manner. We believe this measure is important to management and investors in evaluating the Company’s ability to sustain given debt levels (including leases) with the cash generated from operations. In addition, a comparable measure is used by rating agencies when reviewing the Company’s credit rating. Adjusted debt to adjusted EBITDA should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP. The most comparable GAAP measure is debt to net income ratio. The tables above provide reconciliations from net income to adjusted EBITDA, debt to adjusted debt, and debt to net income to adjusted debt to adjusted EBITDA. At June 30, 2026, and December 31, 2025, the incremental borrowing rate on operating leases was 4.1% and 4.0%, respectively. Pension and OPEB were funded at June 30, 2026, and December 31, 2025.
10

Filing Exhibits & Attachments

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