unp20240331_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission File Number 1-6075

UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

Utah	13-2626465
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

(402) 544-5000

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large Accelerated Filer	☑		Accelerated Filer	☐	Non-Accelerated Filer	☐
	Smaller Reporting Company	☐		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.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☑ No

As of April 19, 2024, there were 610,122,122 shares of the Registrant's Common Stock outstanding.

Table of Contents

TABLE OF CONTENTS

UNION PACIFIC CORPORATION

AND SUBSIDIARY COMPANIES

PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements:
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
	For the Three Months Ended March 31, 2024 and 2023	3

	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
	For the Three Months Ended March 31, 2024 and 2023	3

	CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)
	At March 31, 2024, and December 31, 2023	4

	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	For the Three Months Ended March 31, 2024 and 2023	5

	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON SHAREHOLDERS’ EQUITY (Unaudited)
	For the Three Months Ended March 31, 2024 and 2023	6

	NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	29

Item 6.	Exhibits	29

Signatures		30

Certifications		31

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Income (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions, Except Per Share Amounts, for the Three Months Ended March 31,	*2024*			2023
Operating revenues:
Freight revenues	$	5,616		$	5,656
Other revenues		415			400
Total operating revenues		6,031			6,056
Operating expenses:
Compensation and benefits		1,223			1,179
Fuel		658			766
Purchased services and materials		613			653
Depreciation		594			572
Equipment and other rents		216			235
Other		355			357
Total operating expenses		3,659			3,762
Operating income		2,372			2,294
Other income, net (Note 6)		92			184
Interest expense		(324	)		(336	)
Income before income taxes		2,140			2,142
Income tax expense		(499	)		(512	)
Net income	$	1,641		$	1,630
Share and Per Share (Note 7):
Earnings per share - basic	$	2.69		$	2.67
Earnings per share - diluted	$	2.69		$	2.67
Weighted average number of shares - basic		609.2			610.6
Weighted average number of shares - diluted		610.2			611.5

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions, for the Three Months Ended March 31,	*2024*		2023
Net income	$	1,641	$	1,630
Other comprehensive income/(loss):
Defined benefit plans		1		(1	)
Foreign currency translation		3		23
Unrealized gain on derivative instruments		-		-
Total other comprehensive income/(loss) [a]		4		22
Comprehensive income	$	1,645	$	1,652

[a]

Net of deferred taxes of ($0) million during both the three months ended March 31, 2024 and 2023.

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Table of Contents

Condensed Consolidated Statements of Financial Position (Unaudited)

Union Pacific Corporation and Subsidiary Companies

	*Mar. 31,*			Dec. 31,
Millions, Except Share and Per Share Amounts	*2024*			2023
Assets
Current assets:
Cash and cash equivalents	$	925		$	1,055
Short-term investments (Note 12)		20			16
Accounts receivable, net (Note 9)		2,162			2,073
Materials and supplies		770			743
Other current assets		317			261
Total current assets		4,194			4,148
Investments		2,651			2,605
Properties, net (Note 10)		57,590			57,398
Operating lease assets		1,453			1,643
Other assets		1,378			1,338
Total assets	$	67,266		$	67,132
Liabilities and Common Shareholders' Equity
Current liabilities:
Accounts payable and other current liabilities (Note 11)	$	3,801		$	3,683
Debt due within one year (Note 13)		733			1,423
Total current liabilities		4,534			5,106
Debt due after one year (Note 13)		31,195			31,156
Operating lease liabilities		1,016			1,245
Deferred income taxes		13,146			13,123
Other long-term liabilities		1,710			1,714
Commitments and contingencies (Note 14)
Total liabilities		51,601			52,344
Common shareholders' equity:
Common shares, $2.50 par value, 1,400,000,000 authorized; 1,113,042,000 and
1,112,854,806 issued; 610,088,307 and 609,703,814 outstanding, respectively		2,783			2,782
Paid-in-surplus		5,213			5,193
Retained earnings		62,940			62,093
Treasury stock		(54,661	)		(54,666	)
Accumulated other comprehensive loss (Note 8)		(610	)		(614	)
Total common shareholders' equity		15,665			14,788
Total liabilities and common shareholders' equity	$	67,266		$	67,132

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Table of Contents

Condensed Consolidated Statements of Cash Flows (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions, for the Three Months Ended March 31,	*2024*			2023
Operating Activities
Net income	$	1,641		$	1,630
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		594			572
Deferred and other income taxes		23			52
Other operating activities, net		(80	)		(117	)
Changes in current assets and liabilities:
Accounts receivable, net		(89	)		(59	)
Materials and supplies		(27	)		13
Other current assets		(55	)		(73	)
Accounts payable and other current liabilities		(220	)		(437	)
Income and other taxes		335			259
Cash provided by operating activities		2,122			1,840
Investing Activities
Capital investments		(797	)		(772	)
Other investing activities, net		(5	)		(33	)
Cash used in investing activities		(802	)		(805	)
Financing Activities
Debt repaid		(1,358	)		(647	)
Dividends paid		(795	)		(795	)
Debt issued (Note 13)		400			1,199
Net issued/(paid) commercial paper (Note 13)		296			(102	)
Share repurchase programs (Note 15)		-			(575	)
Other financing activities, net		6			(7	)
Cash used in financing activities		(1,451	)		(927	)
Net change in cash, cash equivalents, and restricted cash		(131	)		108
Cash, cash equivalents, and restricted cash at beginning of year		1,074			987
Cash, cash equivalents, and restricted cash at end of period	$	943		$	1,095
Supplemental Cash Flow Information
Non-cash investing and financing activities:
Capital investments accrued but not yet paid	$	135		$	156
Common shares repurchased but not yet paid		5			15
Cash paid during the period for:
Income taxes, net of refunds	$	(46	)	$	(35	)
Interest, net of amounts capitalized		(463	)		(454	)
Reconciliation of cash, cash equivalents, and restricted cash
to the Condensed Consolidated Statement of Financial Position:
Cash and cash equivalents	$	925		$	1,079
Restricted cash equivalents in other current assets		10			7
Restricted cash equivalents in other assets		8			9
Total cash, cash equivalents and restricted cash equivalents per above	$	943		$	1,095

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Table of Contents

Condensed Consolidated Statements of Changes in Common Shareholders’ Equity (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions	Common Shares		Treasury Shares			Common Shares			Paid-in-Surplus			Retained Earnings			Treasury Stock			AOCI [a]			Total
Balance at January 1, 2023		1,112.6		(500.2	)		$	2,782		$	5,080		$	58,887		$	(54,004	)	$	(582	)	$	12,163
Net income								-			-			1,630			-			-			1,630
Other comprehensive income/(loss)								-			-			-			-			22			22
Conversion, stock option exercises, forfeitures, ESPP, and other [b]		0.3		0.1				-			19			-			4			-			23
Share repurchase programs (Note 15)		-		(2.9	)			-			-			-			(591	)		-			(591	)
Dividends declared ($1.30 per share)		-		-				-			-			(793	)		-			-			(793	)
Balance at March 31, 2023		1,112.9		(503.0	)		$	2,782		$	5,099		$	59,724		$	(54,591	)	$	(560	)	$	12,454

Balance at January 1, 2024		1,112.9		(503.2	)		$	2,782		$	5,193		$	62,093		$	(54,666	)	$	(614	)	$	14,788
Net income								-			-			1,641			-			-			1,641
Other comprehensive income/(loss)

SEC Form 10-Q filed by Union Pacific Corporation