Union Pacific Reports Third Quarter 2026 Results
– 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."
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.
• 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
• Fuel consumption rate was 1.034, measured in gallons of fuel per thousand gross ton-miles, a 2% improvement.
* See attached supplemental schedule of non-GAAP measures for a reconciliation to GAAP. -more-
• 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.
• Operating ratio improvement from core business; reported operating ratio challenged by high fuel prices.
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).
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.
**** 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/dat a/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
[a] For intermodal shipments each container or trailer equals one carload. 2 UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Millions, for the periods ended September 30, Year-to-date 2026 2025 ────────────────────────────────────────────────────────────────────────────── Operating activities Net income $ 5,770 $ 5,290 Depreciation 1,914 1,841 Deferred and other income 207 172 taxes Other - net 411 -238 Cash provided by operating 8,302 7,065 activities Investing activities Capital investments* -2,834 -2,792 Purchases of short-term -975 - investments Maturities of short-term 350 - investments Other - net 3 1 Cash used in investing -3,456 -2,791 activities 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 -3,908 -4,472 activities Net change in cash, cash equivalents, 938 -198 and restricted cash Cash, cash equivalents, and restricted 1,280 1,028 cash at beginning of year Cash, cash equivalents, and restricted $ 2,218 $ 830 cash at end of period Free cash flow** Cash provided by operating $ 8,302 $ 7,065 activities Cash used in investing -3,456 -2,791 activities 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
** Fuel consumption is computed as follows: gallons of fuel consumed divided by gross ton-miles in thousands. 5 UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
[a] For intermodal shipments each container or trailer equals one carload. 7 UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Financial Performa… Millions, except per share amounts and percenta… for the three months ended Reported Acquisiti… Adjusted September results related results 30, 2026 (GAAP) expense (non-GAA… ────────────────────────────────────────────────────────────────────────────── Operating $ 4,254 $ -22 $ 4,232 expenses Operating 2,943 22 2,965 income Income tax -650 - -650 expense Net 2,076 22 2,098 income Earnings per share $ 3.49 $ 0.04 $ 3.53 - diluted Operating 59.1 % -0.3 % 58.8 % ratio
[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
[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
[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
Full text with the tables
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/dat
a/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)
…
… … 2… % 2… … … %
──────────────────────────────────────────────────────────────────────────────
$ … $ … 15 % $ 1… $ 1… … %
… … 21 1… 9… 9
… … 15 2… 1… …
… … 4 3… 3… 2
… … 69 2… 1… …
… … 9 2… 1… 9
… … 4 1… 1… 4
… … -3 6… 6… …
… … 1 1… 1… 5
… … 15 1… 1… …
… … 15 8… 7… …
… … -1 2… 2… …
… … -5 -… -… …
… … 18 7… 6… …
… … 23 -… -… …
$ … $ … 16 % $ 5… $ 5… 9 %
$ … $ … 16 % $ 9… $ 8… 9 %
$ … $ … 16 $ 9… $ 8… 9
… … - 5… 5… -
… … - 5… 5… -
$ … $ … 3 $ 4… $ 4… 3
… % … % -… … 5… % 5… % … p…
… % … % 0… … 2… % 2… % … p…
1
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Freight Revenues Statistics (unaudited)
F…
t…
p…
e…
S… 3rd
3… qu… 2… 2… % Ye… 20… 20… %
──────────────────────────────────────────────────────────────────────────────
F…
r…
(…
G…
& $ 1,… $ 975 11 % $ 3… $ 2… 12 %
g…
p…
F… 234 227 3 6… 6… 8
F…
& 272 258 5 7… 7… 1
r…
C…
& 525 470 12 1… 1… 8
r…
B… 2,… 1,… 10 6… 5… 9
I…
c… 701 647 8 2… 1… 7
&
p…
M…
& 666 568 17 1… 1… 12
m…
F… 371 327 13 1… 9… 6
p…
E…
& 771 652 18 2… 1… 11
s…
m…
I… 2,… 2,… 14 7… 6… 9
A… 671 604 11 1… 1… 6
I… 1,… 1,… 27 4… 3… 15
P… 2,… 1,… 21 5… 5… 12
T… $ 6,… $ 5,… 15 % $ 1… $ 1… 10 %
R…
c…
(…
G…
& 225 215 5 % 7… 6… 10 %
g…
p…
F… 55 58 -5 1… 1… -1
F…
& 40 41 -2 1… 1… -5
r…
C…
& 209 216 -3 5… 6… -1
r…
B… 529 530 - 1… 1… 3
I…
c… 185 182 2 5… 5… 4
&
p…
M…
& 209 193 8 5… 5… 5
m…
F… 54 52 4 1… 1… 1
p…
E…
& 158 147 7 4… 4… 5
s…
m…
I… 606 574 6 1… 1… 4
A… 202 199 2 5… 6… -1
I… 956 860 11 2… 2… 2
P… 1,… 1,… 9 3… 3… 1
T… 2,… 2,… 6 % 6… 6… 3 %
A…
r…
p…
c…
G…
& $ 4,… $ 4,… 7 % $ 4… $ 4… 2 %
g…
p…
F… 4,… 3,… 10 4… 3… 9
F…
& 6,… 6,… 6 6… 6… 5
r…
C…
& 2,… 2,… 15 2… 2… 9
r…
B… 4,… 3,… 10 3… 3… 6
I…
c… 3,… 3,… 7 3… 3… 3
&
p…
M…
& 3,… 2,… 8 3… 2… 6
m…
F… 6,… 6,… 9 6… 6… 5
p…
E…
& 4,… 4,… 9 4… 4… 6
s…
m…
I… 4,… 3,… 8 4… 3… 5
A… 3,… 3,… 10 3… 3… 8
I… 1,… 1,… 14 1… 1… 13
P… 1,… 1,… 11 1… 1… 11
A… $ 2,… $ 2,… 8 % $ 2… $ 2… 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)
Sep. 30, Dec. 31,
Millions 2026 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' 22,018 18,467
equity
Total liabilities and common $ 72,609 $ 69,698
shareholders' equity
3
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Statements of Cash Flows (unaudited)
Millions, for the periods
ended
September 30, Year-to-date 2026 2025
──────────────────────────────────────────────────────────────────────────────
Operating activities
Net income $ 5,770 $ 5,290
Depreciation 1,914 1,841
Deferred and other income 207 172
taxes
Other - net 411 -238
Cash provided by operating 8,302 7,065
activities
Investing activities
Capital investments* -2,834 -2,792
Purchases of short-term -975 -
investments
Maturities of short-term 350 -
investments
Other - net 3 1
Cash used in investing -3,456 -2,791
activities
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 -3,908 -4,472
activities
Net change in cash, cash
equivalents, 938 -198
and restricted cash
Cash, cash equivalents, and
restricted 1,280 1,028
cash at beginning of year
Cash, cash equivalents, and
restricted $ 2,218 $ 830
cash at end of period
Free cash flow**
Cash provided by operating $ 8,302 $ 7,065
activities
Cash used in investing -3,456 -2,791
activities
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)
…
…
…
…
… 3…
… q… 20… 20… % Ye… 20… 20… %
──────────────────────────────────────────────────────────────────────────────
…
…
…
…
…
… 228 226 1 % 231 220 5 %
…
…
…
…
…
… 24… 24… - 24… 23… 4
…
…
…
…
…
… 19… 20… -2 19… 21… -7
…
…
…
…
… 140 140 - 142 139 2
…
…
…
…
… 23… 22… 4 67… 65… 3
…
…
…
… 9,… 9,… 2 9,… 9,… 2
…
…
…
… 92 98 -6 p… 95 97 -2 p…
…
…
…
…
… 93 1… -7 p… 95 98 -3 p…
…
…
…
…
… 1,… 1,… 5 1,… 1,… 5
…
…
…
…
… 28… 28… -1 28… 29… -3
…
…
…
…
…
…
… $ 4… $ 2… 64 % $ 3… $ 2… 44 %
…
…
…
…
…
… 240 235 2 712 703 1
…
…
…
… 1.… 1.… -2 1.… 1.… -2
…
…
…
…
…
& 2… 2… 6 % 7… 6… 11 %
…
…
… 3… 3… -7 1… 1… 2
…
& 4… 4… -1 1… 1… -3
…
…
& 2… 2… -2 6… 6… 3
…
… 5… 5… 1 1… 1… 6
…
… 8… 8… 4 2… 2… 5
&
…
…
& 9… 8… 14 2… 2… 10
…
… 5… 5… 2 1… 1… -2
…
…
& 1… 1… 12 3… 2… 7
…
…
… 3… 3… 9 1… 9… 6
… 4… 4… - 1… 1… -2
… 2… 1… 10 5… 5… 2
… 2… 2… 8 7… 6… 1
… 1… 1… 5 % 3… 3… 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)
Mi…
ex…
per
sh…
am…
and
pe…
Op… 1st 2nd 3rd
re… qtr 2026 qtr qtr Ye…
──────────────────────────────────────────────────────────────────────────────
Fr… $ 5,… $ 6,… $ 6,… $ 19,…
re…
Ot… 324 346 384 1,0…
re…
To…
op… 6,… 6,… 7,… 20,…
re…
Op…
ex…
Co…
and 1,… 1,… 1,… 3,7…
be…
Fu… 643 938 1,… 2,6…
Pu…
se… 673 709 746 2,1…
and
ma…
De… 633 638 643 1,9…
Eq…
and 219 214 206 639
ot…
re…
Ot… 364 362 355 1,0…
To…
op… 3,… 4,… 4,… 12,…
ex…
Op… 2,… 2,… 2,… 8,1…
in…
Ot…
in… 91 105 95 291
net
In… -3… -3… -3… -945
ex…
In…
be… 2,… 2,… 2,… 7,5…
in…
ta…
In…
tax -5… -5… -6… -1,…
ex…
Net $ 1,… $ 1,… $ 2,… $ 5,7…
in…
Sh…
and
per
sh…
Ea…
per
sh… $ 2.… $ 3.… $ 3.… $ 9.72
-
ba…
Ea…
per
sh… $ 2.… $ 3.… $ 3.… $ 9.71
-
di…
We…
av…
nu…
of 59… 59… 59… 593…
sh…
-
ba…
We…
av…
nu…
of 59… 59… 59… 594…
sh…
-
di…
Di…
de… $ 1.… $ 1.… $ 1.… $ 4.18
per
sh…
Op… 60… % 59… % 59… % 59.7 %
ra…
Ef…
tax 23… % 22… % 23… % 23.2 %
ra…
6
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
Freight Revenue Statistics (unaudited)
Fre…
rev… 1st 2nd 3rd
(mi… 2026 qtr qtr qtr Yea…
──────────────────────────────────────────────────────────────────────────────
Gra…
& $ 1,057 $ 1,106 $ 1,085 $ 3,248
gra…
pro…
Fer… 236 217 234 687
Food
& 247 272 272 791
ref…
Coal
& 486 448 525 1,459
ren…
Bulk 2,026 2,043 2,116 6,185
Ind…
che… 655 685 701 2,041
&
pla…
Met…
& 555 621 666 1,842
min…
For… 318 356 371 1,045
pro…
Ene…
& 663 724 771 2,158
spe…
mar…
Ind… 2,191 2,386 2,509 7,086
Aut… 560 703 671 1,934
Int… 1,116 1,386 1,517 4,019
Pre… 1,676 2,089 2,188 5,953
Tot… $ 5,893 $ 6,518 $ 6,813 $ 19,2…
Rev…
car…
(th…
Gra…
& 243 242 225 710
gra…
pro…
Fer… 52 54 55 161
Food
& 39 42 40 121
ref…
Coal
& 214 176 209 599
ren…
Bulk 548 514 529 1,591
Ind…
che… 181 183 185 549
&
pla…
Met…
& 183 196 209 588
min…
For… 49 53 54 156
pro…
Ene…
& 147 154 158 459
spe…
mar…
Ind… 560 586 606 1,752
Aut… 183 210 202 595
Int… 792 853 956 2,601
Pre… 975 1,063 1,158 3,196
Tot… 2,083 2,163 2,293 6,539
Ave…
rev…
per
car
Gra…
& $ 4,345 $ 4,568 $ 4,837 $ 4,577
gra…
pro…
Fer… 4,564 3,995 4,256 4,267
Food
& 6,414 6,474 6,678 6,524
ref…
Coal
& 2,270 2,546 2,516 2,437
ren…
Bulk 3,700 3,971 4,004 3,889
Ind…
che… 3,620 3,739 3,789 3,717
&
pla…
Met…
& 3,028 3,179 3,185 3,134
min…
For… 6,505 6,686 6,911 6,706
pro…
Ene…
& 4,505 4,711 4,857 4,695
spe…
mar…
Ind… 3,911 4,075 4,136 4,044
Aut… 3,058 3,350 3,324 3,251
Int… 1,408 1,626 1,586 1,545
Pre… 1,718 1,966 1,889 1,862
Ave… $ 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
Performa…
Millions,
except
per share
amounts
and
percenta…
for the
three
months
ended Reported Acquisiti… Adjusted
September results related results
30, 2026 (GAAP) expense (non-GAA…
──────────────────────────────────────────────────────────────────────────────
Operating $ 4,254 $ -22 $ 4,232
expenses
Operating 2,943 22 2,965
income
Income
tax -650 - -650
expense
Net 2,076 22 2,098
income
Earnings
per share $ 3.49 $ 0.04 $ 3.53
- diluted
Operating 59.1 % -0.3 % 58.8 %
ratio
Millions,
except
per share
amounts
and
percenta…
for the
three
months
ended Reported Acquisiti… Adjusted
September results related results
30, 2025 (GAAP) expense (non-GAAP)
──────────────────────────────────────────────────────────────────────────────
Operating $ 3,695 $ -41 $ 3,654
expenses
Operating 2,549 41 2,590
income
Income
tax -530 - -530
expense
Net 1,788 41 1,829
income
Earnings
per share $ 3.01 $ 0.07 $ 3.08
- diluted
Operating 59.2 % -0.7 % 58.5 %
ratio
[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
Performa…
Millions,
except
per share
amounts
and
percenta…
for the
nine
months
ended Acquisiti… Adjusted
September related results
30, 2026 (GAAP) expense (non-GAAP)
──────────────────────────────────────────────────────────────────────────────
Operating $ 12,114 $ -93 $ 12,021
expenses
Operating 8,164 93 8,257
income
Income
tax -1,740 - -1,740
expense
Net 5,770 93 5,863
income
Earnings
per share $ 9.71 $ 0.16 $ 9.87
- diluted
Operating 59.7 % -0.4 % 59.3 %
ratio
Mi…
ex…
per
sh…
am…
and
pe…
for
the
ni…
mo…
en…
Se… Rep… Ac… De… Cr… Ad…
30, res… re… tax st… re…
20… (GA… ex… ad… ag… (n…
──────────────────────────────────────────────────────────────────────────────
Op… $ 10,… $ -42 $ - $ -55 $ 10,…
ex…
Op… 7,4… 42 - 55 7,5…
in…
In…
tax -1,… - -115 -13 -1,…
ex…
Net 5,2… 42 -115 42 5,2…
in…
Ea…
per
sh… $ 8.87 $ 0.07 $ -0.… $ 0.07 $ 8.82
-
di…
Op… 59.6 % -0.2 % - % -0.3 % 59.1 %
ra…
[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 Sep. 30, Dec. 31,
ended [1] 2026 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 Sep. 30, Dec. 31,
ended [1] 2026 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 33 40
[2]
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 2.4 2.7
(b/a)
[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