联合太平洋2026年三季度EPS与收入小幅超预期，盘前尚未明显定价

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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):
October 22, 2026
(
October 22, 2026
)
______________________________________
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
______________________________________
Utah
1-6075
13-2626465
(State or other jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1400 Douglas Street
,
Omaha
,
Nebraska
68179
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
(
402
)
544-5000
N/A
(Former name or former address, if changed since last report)
______________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
Trading Symbol
Name of each exchange on which registered
Common Stock (Par Value $2.50 per share)
UNP
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 2.02 Results of Operations and Financial Condition.
On October 22, 2026, Union Pacific Corporation issued a press release announcing its financial results for the quarter ended September 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
October
2
2
, 2026, announcing its financial results for the quarter ended
September
30, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 22, 2026
UNION PACIFIC CORPORATION
By:
/s/ Jennifer L. Hamann
Jennifer L. Hamann
Executive Vice President and
Chief Financial Officer

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EX-99.1
2
a2026-10x228xkex991earning.htm
EX-99.1
Document
Exhibit 99.1
Union Pacific Reports Third Quarter 2026 Results
•
Diluted EPS of $3.49, up 16%, and adjusted diluted EPS* of $3.53, up 15%
•
Operating ratio (OR) of 59.1% and adjusted OR* of 58.8%
•
Revenue carloads grew 6%
Omaha, Neb., October 22, 2026
– Union Pacific Corporation (NYSE: UNP) today reported third quarter 2026 net income of $2.1 billion, up 16%, and diluted earnings per share (EPS) of $3.49, up 16%, compared to reported third quarter 2025 net income of $1.8 billion and diluted EPS of $3.01. Adjusted third quarter 2026 net income* of $2.1 billion increased 15%, and adjusted diluted EPS* of $3.53 increased 15%, compared to adjusted third quarter 2025 net income* of $1.8 billion and adjusted diluted EPS* of $3.08.
"Union Pacific's third quarter results demonstrate our ability to safely deliver the service we sold to our customers while efficiently handling six percent volume growth," said Jim Vena, Union Pacific Chief Executive Officer. "We executed at a consistently high level, enabling record financial results and further reinforcing our position as the industry leader. We look forward to the upcoming steps of the Surface Transportation Board's merger review process and to delivering the benefits of America's first transcontinental railroad for our customers."
Third Quarter Summary: 2026 vs. 2025
Financial Results: Record Financial Results Driven by Volume Growth, Pricing Strength and Operational Execution; Record Freight Revenue, Freight Revenue excluding Fuel Surcharge, Operating Revenue, Operating Income, and Net Income
•
Operating revenue of $7.2 billion grew 15% driven by higher fuel surcharge, 6% volume growth, core pricing gains and increased other revenue partially offset by business mix.
•
Freight revenue excluding fuel surcharge increased 6%.
•
Reported operating ratio improved 10 basis points to 59.1%. Adjusted operating ratio* increased 30 basis points to 58.8%. Higher fuel price unfavorably impacted operating ratio 140 basis points.
Operating Results: Operational Excellence Supports Volume Growth; Record Workforce Productivity, Train Length, and Fuel Consumption Rate
•
Reportable personal injury rate improved.
•
Freight car velocity was 228 daily miles per car, a 1% increase.
•
Average terminal dwell was 19.9 hours, a 2% improvement.
•
Fuel consumption rate was 1.034, measured in gallons of fuel per thousand gross ton-miles, a 2% improvement.
•
Workforce productivity was 1,219 car miles per employee, a 5% increase.
*    See attached supplemental schedule of non-GAAP measures for a reconciliation to GAAP.
-more-
2026 Outlook - On Track with Investor Day Targets
Affirmed:
•
Meeting increased customer demand with strong service; mixed economic forecast.
•
Reported earnings per share growth of high-single digit; consistent with attaining 3-year CAGR target of high-single to low-double digit through 2027.
•
Pricing dollars in excess of inflation dollars.
•
Industry-leading operating ratio and return on invested capital.
•
Continued strong cash generation and consistent annual dividend increases.
Updated:
•
Operating ratio improvement from core business; reported operating ratio challenged by high fuel prices.
•
Capital plan of $3.5 billion
.
Third Quarter 2026 Earnings Conference Call
Union Pacific will webcast its third quarter 2026 earnings release presentation live at www.up.com/investor and via teleconference on Thursday, October 22, 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 September 30,
3rd quarter
Year-to-date
2026
2025
%
2026
2025
%
Operating revenues
Freight revenues
$
6,813
$
5,927
15
%
$
19,224
$
17,461
10
%
Other revenues
384
317
21
1,054
964
9
Total operating revenues
7,197
6,244
15
20,278
18,425
10
Operating expenses
Compensation and benefits
1,264
1,214
4
3,731
3,675
2
Fuel
1,040
616
69
2,621
1,795
46
Purchased services and materials
746
683
9
2,128
1,956
9
Depreciation
643
618
4
1,914
1,841
4
Equipment and other rents
206
212
(3)
639
683
(6)
Other
355
352
1
1,081
1,030
5
Total operating expenses
4,254
3,695
15
12,114
10,980
10
Operating income
2,943
2,549
15
8,164
7,445
10
Other income, net
95
96
(1)
291
297
(2)
Interest expense
(312)
(327)
(5)
(945)
(984)
(4)
Income before income taxes
2,726
2,318
18
7,510
6,758
11
Income tax expense
(650)
(530)
23
(1,740)
(1,468)
19
Net income
$
2,076
$
1,788
16
%
$
5,770
$
5,290
9
%
Share and per share
Earnings per share - basic
$
3.50
$
3.02
16
%
$
9.72
$
8.88
9
%
Earnings per share - diluted
$
3.49
$
3.01
16
$
9.71
$
8.87
9
Weighted average number of shares - basic
593.7
592.4
-
593.4
595.8
-
Weighted average number of shares - diluted
594.5
593.2
-
594.0
596.7
-
Dividends declared per share
$
1.42
$
1.38
3
$
4.18
$
4.06
3
Operating ratio
59.1
%
59.2
%
(0.1)
pts
59.7
%
59.6
%
0.1
pts
Effective tax rate
23.8
%
22.9
%
0.9
pts
23.2
%
21.7
%
1.5
pts
1
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Freight Revenues Statistics (unaudited)
3rd quarter
Year-to-date
For the periods ended September 30,
2026
2025
%
2026
2025
%
Freight revenues (millions)
Grain & grain products
$
1,085
$
975
11
%
$
3,248
$
2,889
12
%
Fertilizer
234
227
3
687
638
8
Food & refrigerated
272
258
5
791
785
1
Coal & renewables
525
470
12
1,459
1,355
8
Bulk
2,116
1,930
10
6,185
5,667
9
Industrial chemicals & plastics
701
647
8
2,041
1,900
7
Metals & minerals
666
568
17
1,842
1,650
12
Forest products
371
327
13
1,045
988
6
Energy & specialized markets
771
652
18
2,158
1,950
11
Industrial
2,509
2,194
14
7,086
6,488
9
Automotive
671
604
11
1,934
1,817
6
Intermodal
1,517
1,199
27
4,019
3,489
15
Premium
2,188
1,803
21
5,953
5,306
12
Total
$
6,813
$
5,927
15
%
$
19,224
$
17,461
10
%
Revenue carloads (thousands)
Grain & grain products
225
215
5
%
710
645
10
%
Fertilizer
55
58
(5)
161
162
(1)
Food & refrigerated
40
41
(2)
121
127
(5)
Coal & renewables
209
216
(3)
599
606
(1)
Bulk
529
530
-
1,591
1,540
3
Industrial chemicals & plastics
185
182
2
549
528
4
Metals & minerals
209
193
8
588
558
5
Forest products
54
52
4
156
155
1
Energy & specialized markets
158
147
7
459
439
5
Industrial
606
574
6
1,752
1,680
4
Automotive
202
199
2
595
603
(1)
Intermodal [a]
956
860
11
2,601
2,551
2
Premium
1,158
1,059
9
3,196
3,154
1
Total
2,293
2,163
6
%
6,539
6,374
3
%
Average revenue per car
Grain & grain products
$
4,837
$
4,532
7
%
$
4,577
$
4,478
2
%
Fertilizer
4,256
3,875
10
4,267
3,929
9
Food & refrigerated
6,678
6,306
6
6,524
6,199
5
Coal & renewables
2,516
2,181
15
2,437
2,237
9
Bulk
4,004
3,641
10
3,889
3,680
6
Industrial chemicals & plastics
3,789
3,548
7
3,717
3,598
3
Metals & minerals
3,185
2,944
8
3,134
2,959
6
Forest products
6,911
6,315
9
6,706
6,363
5
Energy & specialized markets
4,857
4,462
9
4,695
4,445
6
Industrial
4,136
3,828
8
4,044
3,863
5
Automotive
3,324
3,027
10
3,251
3,011
8
Intermodal [a]
1,586
1,393
14
1,545
1,368
13
Premium
1,889
1,701
11
1,862
1,682
11
Average
$
2,971
$
2,740
8
%
$
2,940
$
2,740
7
%
[a]
For intermodal shipments each container or trailer equals one carload.
2
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Statements of Financial Position (unaudited)
Millions
Sep. 30,
2026
Dec. 31,
2025
Assets
Cash and cash equivalents
$
2,211
$
1,266
Short-term investments
875
250
Other current assets
3,431
3,039
Investments
3,030
2,885
Properties, net
60,626
59,645
Other assets
2,436
2,613
Total assets
$
72,609
$
69,698
Liabilities and common shareholders' equity
Debt due within one year
$
1,289
$
1,520
Other current liabilities
4,316
3,494
Debt due after one year
29,035
30,294
Deferred income taxes
13,640
13,421
Other long-term liabilities
2,311
2,502
Total liabilities
50,591
51,231
Total common shareholders' equity
22,018
18,467
Total liabilities and common shareholders' equity
$
72,609
$
69,698
3
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Statements of Cash Flows (unaudited)
Year-to-date
Millions, for the periods ended September 30,
2026
2025
Operating activities
Net income
$
5,770
$
5,290
Depreciation
1,914
1,841
Deferred and other income taxes
207
172
Other - net
411
(238)
Cash provided by operating activities
8,302
7,065
Investing activities
Capital investments*
(2,834)
(2,792)
Purchases of short-term investments
(975)
-
Maturities of short-term investments
350
-
Other - net
3
1
Cash used in investing activities
(3,456)
(2,791)
Financing activities
Dividends paid
(2,484)
(2,418)
Debt repaid
(1,519)
(1,424)
Share repurchase programs
(26)
(2,679)
Debt issued
-
1,995
Other - net
121
54
Cash used in financing activities
(3,908)
(4,472)
Net change in cash, cash equivalents, and restricted cash
938
(198)
Cash, cash equivalents, and restricted cash at beginning of year
1,280
1,028
Cash, cash equivalents, and restricted cash at end of period
$
2,218
$
830
Free cash flow**
Cash provided by operating activities
$
8,302
$
7,065
Cash used in investing activities
(3,456)
(2,791)
Dividends paid
(2,484)
(2,418)
Free cash flow
$
2,362
$
1,856
*
Capital investments include locomotive and freight car early lease buyouts of $320 million in 2026 and $311 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)
3rd quarter
Year-to-date
For the periods ended September 30,
2026
2025
%
2026
2025
%
Operating/performance statistics
Freight car velocity (daily miles per car)
228
226
1
%
231
220
5
%
Average train speed (miles per hour)*
24.3
24.2
-
24.8
23.9
4
Average terminal dwell time (hours)*
19.9
20.4
(2)
19.8
21.3
(7)
Locomotive productivity (GTMs per horsepower day)
140
140
-
142
139
2
Gross ton-miles (GTMs) (millions)
232,506
223,029
4
678,251
656,079
3
Train length (feet)
9,969
9,801
2
9,871
9,661
2
Intermodal service performance index (%)
92
98
(6)
pts
95
97
(2)
pts
Manifest service performance index (%)
93
100
(7)
pts
95
98
(3)
pts
Workforce productivity (car miles per employee)
1,219
1,165
5
1,186
1,126
5
Total employees (average)
28,540
28,871
(1)
28,658
29,576
(3)
Locomotive fuel statistics
Average fuel price per gallon consumed
$
4.21
$
2.56
64
%
$
3.59
$
2.49
44
%
Fuel consumed in gallons (millions)
240
235
2
712
703
1
Fuel consumption rate**
1.034
1.052
(2)
1.049
1.072
(2)
Revenue ton-miles (millions)
Grain & grain products
22,985
21,646
6
%
71,199
64,276
11
%
Fertilizer
3,264
3,501
(7)
10,465
10,278
2
Food & refrigerated
4,503
4,559
(1)
13,425
13,808
(3)
Coal & renewables
23,482
24,013
(2)
69,417
67,344
3
Bulk
54,234
53,719
1
164,506
155,706
6
Industrial chemicals & plastics
8,443
8,087
4
24,929
23,828
5
Metals & minerals
9,898
8,666
14
27,776
25,328
10
Forest products
5,455
5,336
2
15,876
16,138
(2)
Energy & specialized markets
11,223
10,032
12
31,864
29,762
7
Industrial
35,019
32,121
9
100,445
95,056
6
Automotive
4,514
4,495
-
13,476
13,695
(2)
Intermodal
20,314
18,520
10
57,100
55,959
2
Premium
24,828
23,015
8
70,576
69,654
1
Total
114,081
108,855
5
%
335,527
320,416
5
%
*
Surface Transportation Board (STB) reported performance measures.
**
Fuel consumption is computed as follows: gallons of fuel consumed divided by gross ton-miles in thousands.
5
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Statements of Income (unaudited)
Millions,
except per share amounts and percentages,
2026
1st qtr
2nd qtr
3rd qtr
Year-to-date
Operating revenues
Freight revenues
$
5,893
$
6,518
$
6,813
$
19,224
Other revenues
324
346
384
1,054
Total operating revenues
6,217
6,864
7,197
20,278
Operating expenses
Compensation and benefits
1,227
1,240
1,264
3,731
Fuel
643
938
1,040
2,621
Purchased services and materials
673
709
746
2,128
Depreciation
633
638
643
1,914
Equipment and other rents
219
214
206
639
Other
364
362
355
1,081
Total operating expenses
3,759
4,101
4,254
12,114
Operating income
2,458
2,763
2,943
8,164
Other income, net
91
105
95
291
Interest expense
(320)
(313)
(312)
(945)
Income before income taxes
2,229
2,555
2,726
7,510
Income tax expense
(528)
(562)
(650)
(1,740)
Net income
$
1,701
$
1,993
$
2,076
$
5,770
Share and per share
Earnings per share - basic
$
2.87
$
3.36
$
3.50
$
9.72
Earnings per share - diluted
$
2.87
$
3.36
$
3.49
$
9.71
Weighted average number of shares - basic
593.0
593.4
593.7
593.4
Weighted average number of shares - diluted
593.6
594.0
594.5
594.0
Dividends declared per share
$
1.38
$
1.38
$
1.42
$
4.18
Operating ratio
60.5
%
59.7
%
59.1
%
59.7
%
Effective tax rate
23.7
%
22.0
%
23.8
%
23.2
%
6
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Freight Revenue Statistics (unaudited)
2026
1st qtr
2nd qtr
3rd qtr
Year-to-date
Freight revenues (millions)
Grain & grain products
$
1,057
$
1,106
$
1,085
$
3,248
Fertilizer
236
217
234
687
Food & refrigerated
247
272
272
791
Coal & renewables
486
448
525
1,459
Bulk
2,026
2,043
2,116
6,185
Industrial chemicals & plastics
655
685
701
2,041
Metals & minerals
555
621
666
1,842
Forest products
318
356
371
1,045
Energy & specialized markets
663
724
771
2,158
Industrial
2,191
2,386
2,509
7,086
Automotive
560
703
671
1,934
Intermodal
1,116
1,386
1,517
4,019
Premium
1,676
2,089
2,188
5,953
Total
$
5,893
$
6,518
$
6,813
$
19,224
Revenue carloads (thousands)
Grain & grain products
243
242
225
710
Fertilizer
52
54
55
161
Food & refrigerated
39
42
40
121
Coal & renewables
214
176
209
599
Bulk
548
514
529
1,591
Industrial chemicals & plastics
181
183
185
549
Metals & minerals
183
196
209
588
Forest products
49
53
54
156
Energy & specialized markets
147
154
158
459
Industrial
560
586
606
1,752
Automotive
183
210
202
595
Intermodal [a]
792
853
956
2,601
Premium
975
1,063
1,158
3,196
Total
2,083
2,163
2,293
6,539
Average revenue per car
Grain & grain products
$
4,345
$
4,568
$
4,837
$
4,577
Fertilizer
4,564
3,995
4,256
4,267
Food & refrigerated
6,414
6,474
6,678
6,524
Coal & renewables
2,270
2,546
2,516
2,437
Bulk
3,700
3,971
4,004
3,889
Industrial chemicals & plastics
3,620
3,739
3,789
3,717
Metals & minerals
3,028
3,179
3,185
3,134
Forest products
6,505
6,686
6,911
6,706
Energy & specialized markets
4,505
4,711
4,857
4,695
Industrial
3,911
4,075
4,136
4,044
Automotive
3,058
3,350
3,324
3,251
Intermodal [a]
1,408
1,626
1,586
1,545
Premium
1,718
1,966
1,889
1,862
Average
$
2,829
$
3,014
$
2,971
$
2,940
[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 September 30, 2026
Reported results
(GAAP)
Acquisition-
related expense
Adjusted
results
(non-GAAP)
Operating expenses
$
4,254
$
(22)
$
4,232
Operating income
2,943
22
2,965
Income tax expense [a]
(650)
-
(650)
Net income
2,076
22
2,098
Earnings per share - diluted
$
3.49
$
0.04
$
3.53
Operating ratio
59.1
%
(0.3)
%
58.8
%
Millions, except per share amounts and percentages,
for the three months ended September 30, 2025
Reported
results
(GAAP)
Acquisition-
related expense
Adjusted
results
(non-GAAP)
Operating expenses
$
3,695
$
(41)
$
3,654
Operating income
2,549
41
2,590
Income tax expense [a]
(530)
-
(530)
Net income
1,788
41
1,829
Earnings per share - diluted
$
3.01
$
0.07
$
3.08
Operating ratio
59.2
%
(0.7)
%
58.5
%
[a]
Certain acquisition-related costs are non-deductible for income tax purposes.
*
The above tables reconcile our results for the three months ended September 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 nine months ended September 30, 2026
Reported results
(GAAP)
Acquisition-
related expense
Adjusted
results
(non-GAAP)
Operating expenses
$
12,114
$
(93)
$
12,021
Operating income
8,164
93
8,257
Income tax expense [a]
(1,740)
-
(1,740)
Net income
5,770
93
5,863
Earnings per share - diluted
$
9.71
$
0.16
$
9.87
Operating ratio
59.7
%
(0.4)
%
59.3
%
Millions, except per share amounts and percentages,
for the nine months ended September 30, 2025
Reported
results
(GAAP)
Acquisition-
related expense
Deferred tax adjustment
Crew staffing agreement
Adjusted
results
(non-GAAP)
Operating expenses
$
10,980
$
(42)
$
-
$
(55)
$
10,883
Operating income
7,445
42
-
55
7,542
Income tax expense [a]
(1,468)
-
(115)
(13)
(1,596)
Net income
5,290
42
(115)
42
5,259
Earnings per share - diluted
$
8.87
$
0.07
$
(0.19)
$
0.07
$
8.82
Operating ratio
59.6
%
(0.2)
%
-
%
(0.3)
%
59.1
%
[a]
Certain acquisition-related costs are non-deductible for income tax purposes.
*
The above tables reconcile our results for the nine months ended September 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]
Sep. 30,
2026
Dec. 31,
2025
Debt
$
30,324
$
31,814
Net income
7,618
7,138
Debt / net income
4.0
4.5
Adjusted debt / adjusted EBITDA*
Millions, except ratios
for the trailing twelve months ended [1]
Sep. 30,
2026
Dec. 31,
2025
Net income
$
7,618
$
7,138
Add:
Income tax expense
2,300
2,028
Depreciation
2,538
2,465
Interest expense
1,270
1,309
EBITDA
$
13,726
$
12,940
Adjustments:
Other income, net
(623)
(629)
Interest on operating lease liabilities [2]
33
40
Adjusted EBITDA (a)
$
13,136
$
12,351
Debt
$
30,324
$
31,814
Operating lease liabilities
788
1,008
Adjusted debt (b)
$
31,112
$
32,822
Adjusted debt / adjusted EBITDA (b/a)
2.4
2.7
[1]
The trailing twelve months income statement information ended September 30, 2026, is recalculated by taking the twelve months ended December 31, 2025, subtracting the nine months ended September 30, 2025, and adding the nine months ended September 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 September 30, 2026, and December 31, 2025, the incremental borrowing rate on operating leases was 4.2% and 4.0%, respectively. Pension and OPEB were funded at September 30, 2026, and December 31, 2025.
10