10-K 0000100885-26-000037 (2026-02-06) vs 10-K 0000100885-25-000042 (2025-02-07)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 8,806 |
32.5% |
| MD&A | Item 7 | 7,672 |
19.2% |
| Legal Proceedings | Item 3 | 729 |
4.5% |
| Accounting Policies | Item 8, Note 2 – Significant Accounting Policies | 2,213 |
2.1% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 175 words changed in this paragraph; it is 62% similar to last year's version.
•Business Volumes volumes – Macroeconomic We expect macroeconomic uncertainties remain to persist in 2025 that 2026, and those uncertainties could have a material impact on our 2025 2026 financial and operating results. Current forecasts for 2025 2026 industrial production show a slight increase versus 2024. is forecasted to be essentially flat with 2025, coupled with reduced expectations for housing starts and light vehicle sales. Lower international intermodal business, largely due to the resumption of historical trade patterns, is expected to negatively impact volumes. However, higher coal demand, from elevated natural gas prices and increased coal-fired electricity production, is expected to positively impact volumes. In addition, other factors, such as imposition of higher tariffs and geopolitical instability or changes in domestic and foreign monetary policy trade policies that may affect economic activity and demand for rail transportation; natural gas prices, weather conditions, and demand for other energy sources may impact the coal market; crude oil prices and spreads may drive demand for petroleum products and drilling materials; available truck capacity could impact our intermodal business; and international trade agreements could promote or hinder trade. Lower coal demand, resulting from ongoing competitive energy dynamics and reduced coal-fired electricity production, and lower international intermodal business, due to the west coast volume surge in 2024, are expected to negatively impact volumes. Additionally, the way our customers are affected by and respond to the implementation of new tariffs may influence our volume levels and traffic flows. Fuel prices may continue to fluctuate in the current economic environment. As prices fluctuate, there will be a timing impact on earnings, as our fuel surcharge programs trail increases or decreases in fuel prices by approximately two months. Regardless of macroeconomic or other external factors, we will focus remain focused on operating a safe railroad safe, fluid, and efficient rail network while delivering the service we sold to our customers as well as effective asset utilization, cost control, and seeking capitalizing on new business opportunities.
Source: Item 7, 10-K 0000100885-26-000037 vs Item 7, 10-K 0000100885-25-000042
Risk Factors 131 words changed in this paragraph; it is 80% similar to last year's version.
We Are Subject are subject to Significant Governmental Regulation significant governmental regulation – We are subject to governmental regulation by a significant number of federal, state, and local authorities covering a variety of health, safety, labor, employment, environmental, economic (as discussed below), tax, social, and other matters. Many laws and regulations require us to obtain and maintain various licenses, permits, and other authorizations, and we cannot guarantee that we will continue to be able to do so. Our failure to comply with applicable laws and regulations could have a material adverse effect on us as a result of litigation or proceedings by private parties, governments, or regulators, including and in addition to those described in Note 17 to the Consolidated Financial Statements entitled "Commitments and Contingencies." Governments or regulators may change the legislative or regulatory frameworks that we operate in without providing us any recourse to address any adverse effects on our business, including, without limitation, regulatory determinations or rules regarding dispute resolution, increasing the amount of our traffic subject to common carrier regulation, business relationships with other railroads, use of embargoes, calculation of our cost of capital or other inputs relevant to computing our revenue adequacy, the prices we charge, changes in tax rates, enactment of new tax laws or tariffs, and revision in tax regulations. Significant legislative activity in Congress or regulatory activity by other government branches or agencies, such as the STB, could expand regulation of railroad operations and pricing for rail services, which could reduce the viability of capital spending on our rail network, facilities, and equipment, and increase our costs for purchased goods and services. Such legislative or regulatory activity, or recent tariff activity imposed in the U.S. and retaliatory tariffs implemented in other countries, could have a material adverse effect on our results of operations, financial condition, and liquidity. During fiscal year 2025, new tariffs were imposed in the U.S. for imports from a broad range of countries and materials. Several countries also implemented or proposed retaliatory tariffs on imports from the U.S., as well as other barriers to trade. Incremental import tariffs adversely affected demand for our services and increased our costs for purchased goods and services during fiscal year 2025 and may continue to do so in 2026. In addition, retaliatory tariffs by regions outside the U.S., currently in effect or adopted in the future, may impact demand for our services and our costs for purchased goods and services.
Source: Item 1A, 10-K 0000100885-26-000037 vs Item 1A, 10-K 0000100885-25-000042
Accounting Policies 24 words changed in this paragraph; it is 77% similar to last year's version.
Translation of Foreign Currency foreign currency – Our portion of the assets and liabilities related to foreign investments are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Revenues and expenses are translated at the average rates of exchange prevailing during the year. Unrealized gains or losses are reflected within common shareholders’ equity as accumulated other comprehensive income or loss.
Source: Item 8, Note 2 – Significant Accounting Policies, 10-K 0000100885-26-000037 vs Item 8, Note 2 – Significant Accounting Policies, 10-K 0000100885-25-000042
Legal Proceedings 5 words changed in this paragraph; it is 96% similar to last year's version.
We continue to deny the allegations that our fuel surcharge programs violate the antitrust laws or any other laws. We believe that these lawsuits are without merit, and we will vigorously defend our actions. actions, including on appeal. Therefore, we currently believe that these matters will not have a material adverse effect on any of our results of operations, financial condition, and liquidity.
Source: Item 3, 10-K 0000100885-26-000037 vs Item 3, 10-K 0000100885-25-000042
Every change, by type
Sentences and paragraphs of UNP's Risk Factors and MD&A, 10-K 2026-02-06 against 10-K 2025-02-07.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
The mergers are subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all. Failure to complete the mergers could have material adverse effects on our business — On July 28, 2025, the Company, Norfolk Southern, Ruby Merger Sub 1 Corporation, and Ruby Merger Sub 2 LLC, entered into an agreement and plan of merger (the merger agreement). The completion of the mergers (as defined in the merger agreement) is subject to a number of conditions, including, among others, the receipt of the requisite regulatory approvals, which make the completion of the mergers and timing thereof uncertain. Also, either the Company or Norfolk Southern may terminate the merger agreement if the mergers have not been consummated by January 28, 2028, which is referred to as the end date (subject to an automatic extension in certain circumstances), except that this right to terminate the merger agreement will not be available to any party whose failure to perform any obligation under the merger agreement has been the primary cause of the failure of the mergers to be consummated on or before that date.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
If the mergers are not completed, our ongoing business may be materially adversely affected and, without realizing any of the benefits of having completed the mergers, we will be subject to a number of risks, including the following:
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
•we could owe substantial termination fees to Norfolk Southern under certain circumstances;
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
•time, resources, and costs committed by our management team to matters relating to the mergers could otherwise have been devoted to pursuing other beneficial opportunities;
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
•we may experience negative reactions from the financial markets or from customers, suppliers, employees, labor unions, or other business partners; and
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
•we will be required to pay our respective costs relating to the mergers, such as legal, accounting, and printing fees, whether or not the mergers are completed.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
In addition, if the mergers are not completed, we could be subject to litigation related to any failure to complete the mergers or related to any enforcement proceeding commenced against us to perform our obligations under the merger agreement, and whether or not any such litigation has any merit, the cost of defending such litigation may be significant. The materialization of any of these risks could adversely impact our ongoing business.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
Similarly, delays in the completion of the mergers could, among other things, result in additional transaction costs, loss of revenues, or other negative effects associated with uncertainty about completion of the mergers.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
The merger agreement contains provisions that limit our ability to pursue alternatives to the mergers, and, in specified circumstances, could require us to pay substantial termination fees to Norfolk Southern — The merger agreement contains certain provisions that restrict our ability to initiate, solicit, knowingly encourage, or, subject to certain exceptions, engage in discussions or negotiations with respect to, or approve or recommend, any alternative proposal.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
In some circumstances, upon termination of the merger agreement in connection with an alternative proposal, we may be required to pay a termination fee of $2.5 billion to Norfolk Southern.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
These provisions could discourage a potential acquiror of us or alternative merger partner that might have an interest in acquiring all or a significant portion of the Company or pursuing an alternative acquisition transaction with us from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per-share value than the per-share value proposed to be realized in the mergers. In particular, a termination fee, if applicable, could result in a potential acquiror of us or alternative merger partner proposing to pay a lower price to our shareholders than it might otherwise have proposed to pay absent such a fee.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
If the merger agreement is terminated in accordance with its terms, and we or Norfolk Southern seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger agreement.
Read it in 10-K 2026-02-06 at sec.gov ↗
RemovedRisk Factors
encouraging the use of alternative sources of energy also can affect certain of our customers and the markets for certain of the commodities we carry in a manner that could unpredictably alter our traffic patterns or reduce demand.
Read it in 10-K 2025-02-07 at sec.gov ↗
RewordedRisk Factors
We Rely on Technology and Technology Improvements in Our Business Operations The ability to update or maintain technology could adversely affect our operations – We rely on information technology in all aspects of our business, including technology systems operated by us (whether created by us or purchased), under control of third parties, and open-source software.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedRisk Factors
Significant legislative activity in Congress or regulatory activity by other government branches or agencies, such as the STB, could expand regulation of railroad operations and pricing for rail services, which could reduce the viability of capital spending on our rail network, facilities, and equipment, and have a material adverse effect on increase our results of operations, financial condition, costs for purchased goods and liquidity. services.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedRisk Factors
Additionally, any future consolidation of the rail industry could materially affect our competitive environment. result in increased competition among industry participants.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedRisk Factors
(d) any significant adverse economic developments, such as extended periods of high inflation, material disruptions in the banking sector or in the capital markets of these foreign countries, and significant changes in the valuation of the currencies of these foreign countries that could materially affect the cost or value of imports or exports;
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedRisk Factors
Therefore, if one any of the our two domestic suppliers of locomotives discontinues manufacturing locomotives, supplying parts, or providing maintenance for any reason, including bankruptcy or insolvency or the inability to manufacture locomotives that meet efficiency or regulatory emissions standards, we could experience significant cost increases and reduced availability of the locomotives that are necessary for our operations.
Read it in 10-K 2026-02-06 at sec.gov ↗
Quiet changesRisk Factors
Motor carriers in particular can generally have an advantage over railroads with respect to transit times and timeliness of service.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
•Safety – Building on the foundation and commitment to our safety culture, 2025 furthered our progress towards world-class safety. With a focus on four central pillars – Injury Prevention, Leverage Technology, Situational Awareness Testing, and Peer-to-Peer Engagement, we are cultivating a safety-focused mindset so all of our employees return home safely each day.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
•Operational Excellence – We effectively adapted to shifts in business traffic mix throughout 2025 as we handled elevated international intermodal shipments in the first half of the year coupled with strong bulk shipments throughout the year. As customer demand changed, we efficiently modified our resources to match demand while improving our service performance.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
[1]Represents the hypothetical interest expense we would incur (using the incremental borrowing rate) if the property under our operating leases were owned or accounted for as finance leases.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
On July 4, 2025, H.R.1 was enacted that makes key elements of the 2017 Tax Cuts and Jobs Act permanent, including provisions for 100% bonus depreciation on qualified property and fully expensing internally developed software, which has and will continue to favorably impact our cash provided by operating activities.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
Interest rates – At both December 31, 2025, and 2024, we did not have variable-rate debt.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
Pending Acquisition – See Note 20 to the Financial Statements and Supplementary Data, Item 8, and the Agreement and Plan of Merger dated as of July 28, 2025, by and among the Company, Ruby Merger Sub 1 Corporation, Ruby Merger Sub 2 LLC, and Norfolk Southern, which is incorporated herein by reference to Exhibit 2.1 to the Corporation’s Current Report on Form 8-K dated July 29, 2025.
Read it in 10-K 2026-02-06 at sec.gov ↗
RemovedMD&A
•Safety – 2024 was a transformational year on our journey to becoming the safest railroad. Our strategy is broken into four pillars – Injury Prevention, Leverage Technology, Situational Awareness Testing, and Peer-to-Peer Engagement.
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedMD&A
•Operational Excellence – Network performance throughout 2024 was strong. While we experienced some powerful weather events in the second quarter and a second half surge in international intermodal shipments, most of our operating metrics improved year-over year. We maintained a resource buffer that allowed us to strategically integrate crews, locomotives, and freight cars into the network to efficiently handle the growth and recover from the weather events.
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedMD&A
Our principal sources of liquidity include cash and cash equivalents, our Receivables Facility, our revolving credit facility, as well as the availability of commercial paper and other sources of financing through the capital markets. On December 31, 2024, we had $1.0 billion of cash and cash equivalents, $2.0 billion of committed credit available under our revolving credit facility, and up to $800 million undrawn on the Receivables Facility. As of December 31, 2024, none of the revolving credit
Read it in 10-K 2025-02-07 at sec.gov ↗
RewordedMD&A
Forward-looking statements and information also include any other statements or information in this report (including information incorporated herein by reference) regarding: the merger agreement and the transactions contemplated therein (described in Note 20 to the Financial Statements and Supplementary Data, Item 8), potential impacts of public health crises, including pandemics, epidemics, and the outbreak of other contagious disease, such as COVID; such as the coronavirus and its variant strains (COVID); the Russia-Ukraine and Israel-Hamas wars and other geopolitical tensions in the Middle East, East and elsewhere, and any impacts on our business operations, financial results, liquidity, and financial position, and on the world economy (including customers, employees, and supply chains), including as a result of fluctuations in volumes volume and carloadings; closing of customer manufacturing, distribution distribution, or production facilities; expectations as to operational or service improvements; expectations as to hiring challenges; availability of employees; expectations regarding the effectiveness of steps taken or to be taken to improve operations, service, infrastructure improvements, and transportation plan modifications (including those discussed in response to increased traffic); expectations as to cost savings, revenue growth, and earnings; the time by which goals, targets, aspirations, or objectives will be achieved; projections, predictions, expectations, estimates, or forecasts as to our business, financial, and operational results, future economic performance, and general economic conditions; proposed new products and services; estimates of costs relating to environmental remediation and restoration; estimates and expectations regarding tax matters; estimates and expectations regarding potential tariffs; potential impacts of H.R. 1, which was enacted on July 4, 2025; expectations that claims, litigation, environmental costs, commitments, contingent liabilities, labor negotiations or agreements, cyber-attacks, or other matters will not have a material adverse effect on our consolidated results of operations, financial condition, or liquidity and any other similar expressions concerning matters that are not historical facts.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
Freight revenues from industrial shipments increased in 2025 versus 2024 versus 2023 due to core pricing gains and positive mix of traffic from decreased short haul rock shipments and increased petroleum shipments, higher volumes, partially offset by a negative mix of traffic, from increased rock and lower lumber shipments, and lower fuel surcharge revenues and lower volumes. revenues.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
Other expenses decreased 8% increased 4% in 2024 2025 compared to 2023 2024 driven by lower personal injury costs, the negative comparison from a 2024 gain on the sale of intermodal equipment, in addition to, higher personal injury costs, and a 2023 write-off, property taxes, partially offset by higher lower environmental and freight loss and damage and other casualty cost. costs.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
Fuel expense decreased compared to 2023 2024 due to a 6% decrease in locomotive diesel fuel prices, which averaged declining from an average of $2.64 per gallon (including taxes and transportation costs) in 2024 compared to $3.09 $2.49 per gallon in 2023, 2025, resulting in a $0.4 billion $138 million decrease in expense (excluding any impact from decreased increased volumes year-over-year), year-over-year) and a 1% improvement to the fuel consumption rate in 2024 (computed as gallons of fuel consumed divided by gross ton-miles), partially offset by a 1% increase in gross ton-miles. ton-miles).
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
Equipment and other rents expense decreased 3% 1% compared to 2023 2024 due to lower operating equipment lease expense, which included favorable contract settlements in 2025, and reduced car hire expense as favorable haul length and improved cycle times, times partially offset by inflation and costs associated with increased demand in commodities utilizing freight cars owned by others and inflation. others.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
Our operating ratio of 59.9% 59.8% improved 2.4 0.1 points compared to 2023 2024 driven by core pricing gains and productivity initiatives, core pricing gains, and the year-over-year impact from lower fuel prices, partially offset by inflation the impact of negative business mix, inflation, and other costs. acquisition-related expenses.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
In 2024, 2025, expenses increased 2% were essentially flat compared to 2023 2024 due to wage inflation, which includes the impact of labor agreements to modernize work rules and improve availability, increased volumes, higher incentive compensation, and increased crew needs associated with labor agreements and increased volumes, agreements, partially offset by 4% 3% lower employee levels.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
Mexico Business business – Freight revenues from each of our commodity groups includes revenues from shipments to and from Mexico, which amounted equated to $3.0 $2.9 billion in 2024, up 8% 2025, down 1% compared to 2023, 2024, driven by a 3% volumes increase and a 4% increase 2% reduction in ARC. ARC partially offset by 2% higher volumes.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
Other Income, net – Other income decreased in 2024 compared to 2023 driven by a $107 million The higher real estate transaction in 2023 and lower income from other real estate transactions, was partially offset by interest received in 2024 from the IRS on refund claims.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
Cash used in investing activities in 2024 decreased 2025 increased compared to 2023 2024 primarily driven by less higher capital investments and the purchase of short term investments, partially offset by higher proceeds from asset sales, including a sale of intermodal equipment. real estate sales.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
This includes siding construction and extension projects, terminal investments supporting our manifest network, network and invest in certain intermodal ramps to efficiently handle volumes from new and existing intermodal customers. customers, along with siding investments (extensions and new), and second mainline track projects.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
Regardless of macroeconomic or other external factors, we will focus remain focused on operating a safe railroad safe, fluid, and efficient rail network while delivering the service we sold to our customers as well as effective asset utilization, cost control, and seeking capitalizing on new business opportunities.
Read it in 10-K 2026-02-06 at sec.gov ↗
