Form 8-K - Current report

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 25, 2024 (July 25, 2024)

 

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UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

 

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Utah	1-6075	13-2626465
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

 

1400 Douglas Street, Omaha, Nebraska	68179
(Address of principal executive offices)	(Zip Code)

 

Registrant's telephone number, including area code: [phone]

 

N/A

(Former name or former address, if changed since last report)

 

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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.

 ☐

 

 

 

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Item 2.02 Results of Operations and Financial Condition.

 

On July 25, 2024, Union Pacific Corporation issued a press release announcing its financial results for the quarter ended June 30, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

	99.1	Press Release of Union Pacific Corporation, dated July 25, 2024, announcing its financial results for the quarter ended June 30, 2024.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 25, 2024

 

	UNION PACIFIC CORPORATION
	By:	/s/ Jennifer L. Hamann
		Jennifer L. Hamann
		Executive Vice President and  Chief Financial Officer

 

 

Exhibit 99.1

 

Union Pacific Reports Second Quarter 2024 Results

 

	●	Second quarter earnings per diluted share of $2.74, up 7%
	●	Second quarter operating income up 9%
	●	Second quarter net income up 7%

 

Omaha, Neb., July 25, 2024 – Union Pacific Corporation (NYSE: UNP) today reported 2024 second quarter net income of $1.7 billion, or $2.74 per diluted share. This compares to 2023 second quarter net income of $1.6 billion, or $2.57 per diluted share.

 

“Our second quarter performance demonstrates the team’s ability to deliver strong results,” said Jim Vena, Union Pacific Chief Executive Officer. “This provides further proof that our strategy to be the best in safety, service, and operational excellence will drive success. The entire Union Pacific team is energized behind this strategy and wants to win. As we build on the foundation we’ve laid over the past 12 months, we look forward to demonstrating what’s possible for our great company.”

 

Second Quarter Summary: 2024 vs. 2023

 

Financial Results: Solid Operating Income Growth Driven by Core Pricing Gains, Operating Efficiency, and Intermodal Equipment Sale

 

	●	Operating revenue of $6.0 billion was   up 1% driven by core pricing gains and increased volume partially offset by business mix and reduced fuel surcharge.
	●	Freight revenue excluding fuel surcharge revenue grew   2% as revenue carloads grew slightly.
	●	Operating ratio was 60 .0%, an improvement of 300 basis points. Lower quarterly fuel prices and an existing environmental remediation compliance order negatively impacted the operating ratio 10 and 30 basis points, respectively. A sale of intermodal equipment aided the operating ratio 70 basis points.
	●	Operating income of $2.4 billion was up 9%.

 

 

Operating Performance: Continued Improvement Across Safety and Operational Excellence as Network Challenged by Weather

 

	●	Union Pacific’s year-to-date reportable personal injury and reportable derailment rates both improved.
	●	Quarterly freight car velocity of 201 daily miles per car was flat.
	●	Quarterly locomotive productivity was 134 gross ton-miles (GTMs) per horsepower day, a 6% improvement.
	●	Average maximum train length was 9,544 feet, a 2% increase.
	●	Quarterly workforce productivity improved 5% to 1,031 car miles per employee.
	●	Fuel consumption rate of 1.080, measured in gallons of fuel per thousand GTMs, improved 1%.

 

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2024 Outlook

 

Updated

 

	●	Second half volume outlook remains uncertain based on continued weak economic indicators and coal demand
	●	Profitability outlook continues positive momentum with strong service product, improving network efficiency, and solid pricing
	●	Share repurchases of ~$1.5 billion in 2024

 

Affirmed

 

	●	Pricing dollars in excess of inflation dollars
	●	No change to long-term capital allocation strategy
		○	Capital plan of $3.4 billion

 

Second Quarter 2024 Earnings Conference Call

 

Union Pacific will webcast its second quarter 2024 earnings release presentation live at https://investor.unionpacific.com and via teleconference on Thursday, July 25, 2024, 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: Brad Stock at 402-544-4227 or [e-mail]

Union Pacific Media contact: Clarissa Beyah at 402-957-4793 or [e-mail]

 

Supplemental financial information is attached.

 

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This news release and related materials contain statements about the Company’s future that are not statements of historical fact, including specifically the statements regarding the potential impacts of public health crises, including pandemics, epidemics and the outbreak of other contagious diseases, such as the coronavirus and its variant strains (COVID); the Russia-Ukraine and Israel-Hamas wars and other geopolitical tensions in the middle east, 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 volume and carloadings; expectations as to general macroeconomic conditions, including slowdowns and recessions, domestically or internationally, and volatility in interest rates and fuel prices; closing of customer manufacturing, 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; expectations as to cost savings, revenue growth, and earnings; the time by which goals, targets, or objectives will be achieved; projections, predictions, expectations, estimates, or forecasts as to 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; expectations that claims, litigation, environmental costs, commitments, contingent liabilities, labor negotiations or agreements, cyberattacks or other matters. These statements are, or will be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements also generally include, without limitation, information, or statements regarding: projections, predictions, expectations, estimates, or forecasts as to the Company’s and its subsidiaries’ business, financial, and operational results, and future economic performance; and management’s beliefs, expectations, goals, and objectives and other similar expressions concerning matters that are not historical facts.

 

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times that, or by which, such performance or results will be achieved. Forward-looking information, including expectations regarding operational and financial improvements and the Company’s future performance or results are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statement. Important factors, including risk factors, could affect the Company’s and its subsidiaries’ future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements. Information regarding risk factors and other cautionary information are available in the Company’s Annual Report on Form 10-K for 2023, which was filed with the SEC on February 9, 2024. The Company updates information regarding risk factors if circumstances require such updates in its periodic reports on Form 10-Q and its subsequent Annual Reports on Form 10-K (or such other reports that may be filed with the SEC).

 

Forward-looking statements speak only as of, and are based only upon information available on, the date the statements were made. The Company assumes no obligation to update forward-looking information to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References to the Company’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

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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Income (unaudited)

 

 

Millions, Except Per Share Amounts and		2nd Quarter												Year-to-Date
Percentages, For the Periods Ended June 30,		2024				2023						%		2024				2023					%
Operating Revenues
Freight revenues		$	5,638			$	5,569				1	%		$	11,254			$	11,225			-	%
Other revenues			369				394				(6	)			784				794			(1	)
Total operating revenues			6,007				5,963				1				12,038				12,019			-
Operating Expenses
Compensation and benefits			1,187				1,269				(6	)			2,410				2,448			(2	)
Fuel			625				664				(6	)			1,283				1,430			(10	)
Purchased services and materials			644				650				(1	)			1,257				1,303			(4	)
Depreciation			596				577				3				1,190				1,149			4
Equipment and other rents			219				248				(12	)			435				483			(10	)
Other			336				351				(4	)			691				708			(2	)
Total operating expenses			3,607				3,759				(4	)			7,266				7,521			(3	)
Operating Income			2,400				2,204				9				4,772				4,498			6
Other income, net			103				93				11				195				277			(30	)
Interest expense			(319	)			(339	)			(6	)			(643	)			(675	)		(5	)
Income before income taxes			2,184				1,958				12				4,324				4,100			5
Income tax expense			(511	)			(389	)			31				(1,010	)			(901	)		12
Net Income		$	1,673			$	1,569				7	%		$	3,314			$	3,199			4	%
Share and Per Share
Earnings per share - basic		$	2.75			$	2.58				7	%		$	5.44			$	5.25			4	%
Earnings per share - diluted		$	2.74			$	2.57				7			$	5.43			$	5.24			4
Weighted average number of shares - basic			609.4				608.7				-				609.3				609.6			-
Weighted average number of shares - diluted			610.3				609.5				-				610.3				610.5			-
Dividends declared per share		$	1.30			$	1.30				-			$	2.60			$	2.60			-
Operating Ratio			60.0	%			63.0	%			(3.0)	pts			60.4	%			62.6	%		(2.2)	pts
Effective Tax Rate			23.4	%			19.9	%			3.5	pts			23.4	%			22.0	%		1.4	pts

 

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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Freight Revenues Statistics (unaudited)

 

		2nd Quarter												Year-to-Date
For the Periods Ended June 30,		2024				2023				%				2024				2023				%
Freight Revenues (Millions)
Grain & grain products		$	901			$	890				1	%		$	1,844			$	1,833				1	%
Fertilizer			203				183				11				404				369				9
Food & refrigerated			278				255				9				563				518				9
Coal & renewables			339				429				(21	)			727				934				(22	)
Bulk			1,721				1,757				(2	)			3,538				3,654				(3	)
Industrial chemicals & plastics			593				545				9				1,165				1,081				8
Metals & minerals			530				562				(6	)			1,045				1,098				(5	)
Forest products			342				347				(1	)			680				679				-
Energy & specialized markets			658				632				4				1,337				1,245				7
Industrial			2,123				2,086				2				4,227				4,103				3
Automotive			659				625				5				1,270				1,212				5
Intermodal			1,135				1,101				3				2,219				2,256				(2	)
Premium			1,794				1,726				4				3,489				3,468				1
Total		$	5,638			$	5,569				1	%		$	11,254				11,225				-	%
Revenue Carloads (Thousands)
Grain & grain products			200				197				2	%			410				399				3	%
Fertilizer			62				48				29				109				93				17
Food & refrigerated			46				44				5				92				88				5
Coal & renewables			158				203				(22	)			335				419				(20	)
Bulk			466				492				(5	)			946				999				(5	)
Industrial chemicals & plastics			169				164				3				333				321				4
Metals & minerals			184				210				(12	)			354				398				(11	)
Forest products			55				55				-				108				107				1
Energy & specialized markets			147				144				2				301				283				6
Industrial			555				573				(3	)			1,096				1,109				(1	)
Automotive			218				213				2				425				413				3
Intermodal [a]			798				749				7				1,537				1,483				4
Premium			1,016				962				6				1,962				1,896				3
Total			2,037				2,027				-	%			4,004				4,004				-	%
Average Revenue per Car
Grain & grain products		$	4,493			$	4,527				(1	)%		$	4,493			$	4,598				(2	)%
Fertilizer			3,311				3,830				(14	)			3,727				3,978				(6	)
Food & refrigerated			5,943				5,740				4				6,086				5,851				4
Coal & renewables			2,156				2,107				2				2,173				2,228				(2	)
Bulk			3,692				3,568				3				3,740				3,657				2
Industrial chemicals & plastics			3,507				3,336				5				3,497				3,368				4
Metals & minerals			2,885				2,677				8				2,955				2,760				7
Forest products			6,249				6,337				(1	)			6,272				6,360				(1	)
Energy & specialized markets			4,462				4,388				2				4,439				4,398				1
Industrial			3,825				3,646				5				3,855				3,701				4
Automotive			3,033				2,928				4				2,991				2,935				2
Intermodal [a]			1,421				1,471				(3	)			1,444				1,521				(5	)
Premium			1,766				1,794				(2	)			1,779				1,829				(3	)
Average		$	2,768			$	2,748				1	%		$	2,811			$	2,804				-	%

 

[a]	For intermodal shipments each container or trailer equals one carload.

 

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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Financial Position (unaudited)

 

	Jun. 30,			Dec. 31,
Millions, Except Percentages		2024				2023
Assets
Cash and cash equivalents		$	1,137			$	1,055
Short-term investments			20				16
Other current assets			3,341				3,077
Investments			2,705				2,605
Properties, net			57,835				57,398
Operating lease assets			1,386				1,643
Other assets			1,393				1,338
Total assets		$	67,817			$	67,132
Liabilities and Common Shareholders' Equity
Debt due within one year		$	727			$	1,423
Other current liabilities			3,560				3,683
Debt due after one year			31,165				31,156
Operating lease liabilities			988				1,245
Deferred income taxes			13,166				13,123
Other long-term liabilities			1,722				1,714
Total liabilities			51,328				52,344
Total common shareholders' equity			16,489				14,788
Total liabilities and common shareholders' equity		$	67,817			$	67,132

 

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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Cash Flows (unaudited)

 

	Year-to-Date
Millions, for the Periods Ended June 30,	2024			2023
Operating Activities
Net income	$	3,314		$	3,199
Depreciation		1,190			1,149
Deferred and other income taxes		43			36
Other - net		(514	)		(526	)
Cash provided by operating activities		4,033			3,858
Investing Activities
Capital investments*		(1,699	)		(1,607	)
Other - net		107			(67	)
Cash used in investing activities		(1,592	)		(1,674	)
Financing Activities
Debt repaid		(1,807	)		(1,664	)
Dividends paid		(1,588	)		(1,588	)
Debt issued		800			1,599
Net issued/(paid) of commercial paper		297			19
Share repurchase programs		(100	)		(705	)
Other - net		30			11
Cash used in financing activities		(2,368	)		(2,328	)
Net change in cash, cash equivalents, and restricted cash		73			(144	)
Cash, cash equivalents, and restricted cash at beginning of year		1,074			987
Cash, cash equivalents, and restricted cash at end of period	$	1,147		$	843
Free Cash Flow**
Cash provided by operating activities	$	4,033		$	3,858
Cash used in investing activities		(1,592	)		(1,674	)
Dividends paid		(1,588	)		(1,588	)
Free cash flow	$	853		$	596

 

*	Capital investments include locomotive and freight car early lease buyouts of $96   million in 2024 and $14 million in 2023.
**	Free cash flow is a non-GAAP measure; however, we believe this measure is important to management and investors in evaluating our financial performance and measures our ability to generate cash without additional external financing.

 

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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Operating and Performance Statistics (unaudited)

 

		2nd Quarter													Year-to-Date
For the Periods Ended June 30,		2024				2023						%			2024				2023						%
Operating/Performance Statistics
Freight car velocity (daily miles per car)*			201				202				-	%				202				199				2	%
Average train speed (miles per hour)*			23.3				24.1				(3	)				23.7				24.1				(2	)
Average terminal dwell time (hours)*			22.7				23.3				(3	)				23.1				23.6				(2	)
Locomotive productivity (GTMs per horsepower day)			134				126				6					134				125				7
Gross ton-miles (GTMs) (millions)			206,806				207,606				-					412,835				414,254				-
Train length (feet)			9,544				9,316				2					9,415				9,238				2
Intermodal service performance index (%)			93				89				4		pts			93				85				8		pts
Manifest/Automotive service performance index (%)			84				84				-		pts			85				82				3		pts
Intermodal car trip plan compliance (%)**			83				79				4		pts			83				76				7		pts
Manifest/Automotive car trip plan compliance (%)**			64				64				-		pts			65				63				2		pts
Workforce productivity (car miles per employee)			1,031				978				5					1,015				983				3
Total employees (average)			30,556				32,243				(5	)				30,804				31,888				(3	)

 

Locomotive Fuel Statistics
Average fuel price per gallon consumed		$	2.73			$	2.86				(5	)%		$	2.77			$	3.04				(9	)%
Fuel consumed in gallons (millions)			223				226				(1	)			453				458				(1	)
Fuel consumption rate***			1.080				1.086				(1	)			1.097				1.105				(1	)

 

Revenue Ton-Miles (Millions)
Grain & grain products			19,995				18,858				6	%			40,644				38,902				4	%
Fertilizer			3,570				2,953				21				6,857				6,089				13
Food & refrigerated			4,693				4,514				4				9,610				9,057				6
Coal & renewables			16,351				20,864				(22	)			35,234				43,361				(19	)
Bulk			44,609				47,189				(5	)			92,345				97,409				(5	)
Industrial chemicals & plastics			8,069				7,214				12				15,496				14,305				8
Metals & minerals			8,301				9,209				(10	)			16,366				18,156				(10	)
Forest products			5,663				5,815				(3	)			11,243				11,364				(1	)
Energy & specialized markets			10,229				9,817				4				20,815				19,316				8
Industrial			32,262				32,055				1				63,920				63,141				1
Automotive			4,879				4,687				4				9,415				9,087				4
Intermodal			18,242				17,567				4				35,577				35,687				-
Premium			23,121				22,254				4				44,992				44,774				-
Total			99,992				101,498				(1	)%			201,257				205,324				(2	)%

 

*	Surface Transportation Board (STB) reported performance measures.
**	Methodology used to report is not comparable with the reporting to the STB under docket number EP 770.
***	Fuel consumption is computed as follows: gallons of fuel consumed divided by gross ton-miles in thousands.

 

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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Income (unaudited)

 

		2024
Millions, Except Per Share Amounts and Percentages,		1st Qtr				2nd Qtr				Year-to-Date
Operating Revenues
Freight revenues		$	5,616			$	5,638			$	11,254
Other revenues			415				369				784
Total operating revenues			6,031				6,007				12,038
Operating Expenses
Compensation and benefits			1,223				1,187				2,410
Fuel			658				625				1,283
Purchased services and materials			613				644				1,257
Depreciation			594				596				1,190
Equipment and other rents			216				219				435
Other			355				336				691
Total operating expenses			3,659				3,607				7,266
Operating Income			2,372				2,400				4,772
Other income, net			92				103				195
Interest expense			(324	)			(319	)			(643	)
Income before income taxes			2,140				2,184				4,324
Income tax expense			(499	)			(511	)			(1,010	)
Net Income		$	1,641			$	1,673			$	3,314
Share and Per Share
Earnings per share - basic		$	2.69			$	2.75			$	5.44
Earnings per share - diluted		$	2.69			$	2.74			$	5.43
Weighted average number of shares - basic			609.2				609.4				609.3
Weighted average number of shares - diluted			610.2				610.3				610.3
Dividends declared per share		$	1.30			$	1.30			$	2.60
Operating Ratio			60.7	%			60.0	%			60.4	%
Effective Tax Rate			23.3	%			23.4	%			23.4	%

 

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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Freight Revenue Statistics (unaudited)

 

	2024
	1st Qtr			2nd Qtr			Year-to-Date
Freight Revenues (Millions)
Grain & grain products	$	943		$	901		$	1,844
Fertilizer		201			203			404
Food & refrigerated		285			278			563
Coal & renewables		388			339			727
Bulk		1,817			1,721			3,538
Industrial chemicals & plastics		572			593			1,165
Metals & minerals		515			530			1,045
Forest products		338			342			680
Energy & specialized markets		679			658			1,337
Industrial		2,104			2,123			4,227
Automotive		611			659			1,270
Intermodal		1,084			1,135			2,219
Premium		1,695			1,794			3,489
Total	$	5,616		$	5,638		$	11,254
Revenue Carloads (Thousands)
Grain & grain products		210			200			410
Fertilizer		47			62			109
Food & refrigerated		46			46			92
Coal & renewables		177			158			335
Bulk		480			466			946
Industrial chemicals & plastics		164			169			333
Metals & minerals		170			184			354
Forest products		53			55			108
Energy & specialized markets		154			147			301
Industrial		541			555			1,096
Automotive		207			218			425
Intermodal [a]		739			798			1,537
Premium		946			1,016			1,962
Total		1,967			2,037			4,004
Average Revenue per Car
Grain & grain products	$	4,494		$	4,493		$	4,493
Fertilizer		4,271			3,311			3,727
Food & refrigerated		6,231			5,943			6,086
Coal & renewables		2,189			2,156			2,173
Bulk		3,787			3,692			3,740
Industrial chemicals & plastics		3,486			3,507			3,497
Metals & minerals		3,030			2,885			2,955
Forest products		6,297			6,249			6,272
Energy & specialized markets		4,416			4,462			4,439
Industrial		3,886			3,825			3,855
Automotive		2,947			3,033			2,991
Intermodal [a]		1,468			1,421			1,444
Premium		1,792			1,766			1,779
Average	$	2,855		$	2,768		$	2,811

 

[a]	For intermodal shipments each container or trailer equals one carload.

 

7

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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Non-GAAP Measures Reconciliation to GAAP (unaudited)

 

Debt / Net Income
Millions, Except Ratios		Jun. 30,				Dec. 31,
for the Trailing Twelve Months Ended [a]		2024				2023
Debt		$	31,892			$	32,579
Net income			6,494				6,379
Debt / net income			4.9				5.1

 

Adjusted Debt / Adjusted EBITDA*
Millions, Except Ratios		Jun. 30,				Dec. 31,
for the Trailing Twelve Months Ended [a]		2024				2023
Net income		$	6,494			$	6,379
Add:
Income tax expense			1,963				1,854
Depreciation			2,359				2,318
Interest expense			1,308				1,340
EBITDA		$	12,124			$	11,891
Adjustments:
Other income, net			(409	)			(491	)
Interest on operating lease liabilities [b]			48				58
Adjusted EBITDA		$	11,763			$	11,458
Debt		$	31,892			$	32,579
Operating lease liabilities			1,305				1,600
Adjusted debt		$	33,197			$	34,179
Adjusted debt / adjusted EBITDA			2.8				3.0

 

[a]	The trailing twelve months income statement information ended June 30, 2024, is recalculated by taking the twelve months ended December 31, 2023, subtracting the six months ended June 30, 2023, and adding the six months ended June 30, 2024.
[b]	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 of SEC Regulation S-K and may not be defined and calculated by other companies in the same manner. We believe this measure is important to management and investors in evaluating the Company’s ability to sustain given debt levels (including leases) with the cash generated from operations. In addition, a comparable measure is used by rating agencies when reviewing the Company’s credit rating. Adjusted debt to adjusted EBITDA should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP. The most comparable GAAP measure is debt to net income ratio. The tables above provide reconciliations from net income to adjusted EBITDA, debt to adjusted debt, and debt to net income to adjusted debt to adjusted EBITDA. At June 30, 2024, and December 31, 2023, the incremental borrowing rate on operating leases was 3.7% and 3.6%, respectively. Pension and OPEB were funded at June 30, 2024, and December 31, 2023.

 

8

 

Document And Entity Information	Jun. 30, 2024
Document Information [Line Items]
Entity, Registrant Name	UNION PACIFIC CORPORATION
Document, Type	8-K
Document, Period End Date	Jul. 25, 2024
Entity, Incorporation, State or Country Code	UT
Entity, File Number	1-6075
Entity, Tax Identification Number	13-2626465
Entity, Address, Address Line One	1400 Douglas Street
Entity, Address, City or Town	Omaha
Entity, Address, State or Province	NE
Entity, Address, Postal Zip Code	68179
City Area Code	402
Local Phone Number	544-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock (Par Value $2.50 per share)
Trading Symbol	UNP
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000100885

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