[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for Union Pacific Corporation [Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents Union Pacific Corporation's unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2023 and 2022, including income, financial position, cash flows, and equity statements with detailed notes [Condensed Consolidated Statements of Income](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) Q3 2023 operating revenues decreased to **$5.94 billion** from **$6.57 billion**, with net income falling to **$1.53 billion** from **$1.90 billion**, and diluted EPS to **$2.51** from **$3.05** Q3 2023 vs Q3 2022 Income Statement Highlights (Millions, except EPS) | Metric | Q3 2023 | Q3 2022 | | :--- | :--- | :--- | | Total Operating Revenues | $5,941 | $6,566 | | Operating Income | $2,177 | $2,633 | | Net Income | $1,528 | $1,895 | | Diluted EPS | $2.51 | $3.05 | Nine Months Ended Sep 30, 2023 vs 2022 Income Statement Highlights (Millions, except EPS) | Metric | YTD 2023 | YTD 2022 | | :--- | :--- | :--- | | Total Operating Revenues | $17,960 | $18,695 | | Operating Income | $6,675 | $7,505 | | Net Income | $4,727 | $5,360 | | Diluted EPS | $7.75 | $8.54 | [Condensed Consolidated Statements of Financial Position](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Position) As of September 30, 2023, total assets increased to **$66.54 billion**, total liabilities decreased to **$52.54 billion**, and common shareholders' equity rose to **$14.00 billion** Financial Position Highlights (Millions) | Metric | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Current Assets | $3,813 | $3,952 | | Total Assets | $66,540 | $65,449 | | Total Current Liabilities | $5,304 | $5,520 | | Total Liabilities | $52,536 | $53,286 | | Total Common Shareholders' Equity | $14,004 | $12,163 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Nine-month operating cash flow decreased to **$5.98 billion** from **$7.07 billion**, with **$2.65 billion** used in investing and **$3.54 billion** in financing, reflecting reduced share repurchases Cash Flow Summary for Nine Months Ended Sep 30 (Millions) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Cash from Operating Activities | $5,984 | $7,070 | | Cash used in Investing Activities | $(2,650) | $(2,559) | | Cash used in Financing Activities | $(3,540) | $(4,210) | | Net Change in Cash | $(206) | $301 | - Share repurchases significantly decreased to **$705 million** in the first nine months of 2023, compared to **$5.50 billion** in the same period of 2022[20](index=20&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail freight revenues by commodity, stock-based compensation, retirement plans, debt facilities, commitments, contingencies, and share repurchase program status Freight Revenues by Commodity (Millions) | Commodity Group | Q3 2023 | Q3 2022 | YTD 2023 | YTD 2022 | | :--- | :--- | :--- | :--- | :--- | | Bulk | $1,766 | $1,959 | $5,420 | $5,604 | | Industrial | $2,057 | $2,194 | $6,160 | $6,206 | | Premium | $1,722 | $1,956 | $5,190 | $5,581 | | **Total Freight Revenues** | **$5,545** | **$6,109** | **$16,770** | **$17,391** | - The company has a **$2.0 billion** revolving credit facility expiring in May 2027 and was in compliance with its debt-to-EBITDA covenant as of September 30, 2023[60](index=60&type=chunk)[61](index=61&type=chunk) - Under the current share repurchase authorization (effective April 2022 to March 2025), the company has repurchased **19.6 million shares** as of September 30, 2023, with authority remaining for **80.4 million shares**[75](index=75&type=chunk)[76](index=76&type=chunk) - The company's personal injury liability was estimated to be between **$393 million** and **$503 million**, with an accrual recorded at the low end of the range. The environmental liability ending balance was **$263 million**[69](index=69&type=chunk)[71](index=71&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q3 2023 financial results, noting a **9% decrease** in freight revenues due to lower volumes and average revenue per car, a **4% decrease** in operating expenses, and a deteriorated operating ratio of **63.4%** [Results of Operations](index=19&type=section&id=Results%20of%20Operations) Q3 2023 net income was **$1.5 billion** with a **63.4%** operating ratio, down from **$1.9 billion** and **59.9%** in Q3 2022, driven by a **9%** freight revenue drop and **4%** operating expense decrease - Q3 2023 earnings were **$2.51 per diluted share** on net income of **$1.5 billion**, down from **$3.05 per share** and **$1.9 billion** in Q3 2022[91](index=91&type=chunk) - Freight revenues decreased **9%** in Q3 2023, driven by a **7%** decrease in average revenue per car (ARC) and a **3%** decline in volume. The ARC decrease was caused by lower fuel surcharge revenues and a negative traffic mix[91](index=91&type=chunk)[96](index=96&type=chunk) - Operating expenses decreased **4%** in Q3 2023, primarily due to lower fuel prices and a one-time charge in 2022 for labor agreements. This was partially offset by inflation, increased workforce levels, and higher casualty costs[93](index=93&type=chunk)[107](index=107&type=chunk) Key Railroad Performance Measures | Metric | Q3 2023 | Q3 2022 | Change | | :--- | :--- | :--- | :--- | | Freight car velocity (daily miles per car) | 200 | 191 | 5% | | Average terminal dwell time (hours) | 23.5 | 24.4 | (4)% | | Intermodal car trip plan compliance (%) | 75 | 62 | 13pts | | Manifest/Automotive car trip plan compliance (%) | 64 | 58 | 6pts | | Operating ratio (%) | 63.4 | 59.9 | 3.5pts | [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) Nine-month operating cash flow decreased to **$6.0 billion**, free cash flow to **$0.95 billion**, with a **$3.7 billion** capital plan and strong liquidity including **$750 million** cash and **$2.8 billion** available credit Cash Flow Summary (Nine Months Ended Sep 30, Millions) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Cash provided by operating activities | $5,984 | $7,070 | | Cash used in investing activities | $(2,650) | $(2,559) | | Cash used in financing activities | $(3,540) | $(4,210) | Free Cash Flow Reconciliation (Nine Months Ended Sep 30, Millions) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Cash provided by operating activities | $5,984 | $7,070 | | Cash used in investing activities | $(2,650) | $(2,559) | | Dividends paid | $(2,380) | $(2,362) | | **Free cash flow** | **$954** | **$2,149** | - The company's 2023 capital plan is expected to be approximately **$3.7 billion**, an increase of **9%** from 2022, to support infrastructure, safety, and growth projects[137](index=137&type=chunk) - As of September 30, 2023, the company had **$750 million** in cash and cash equivalents, plus **$2.8 billion** in available credit from its revolving credit and receivables facilities[144](index=144&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes occurred in Quantitative and Qualitative Disclosures About Market Risk from the 2022 Annual Report on Form 10-K - There were no material changes to market risk disclosures from the 2022 Annual Report on Form 10-K[156](index=156&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) CEO and CFO concluded disclosure controls were effective, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the Corporation's disclosure controls and procedures were effective to provide reasonable assurance as of the end of the period[158](index=158&type=chunk) - No changes were identified during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting[159](index=159&type=chunk) [PART II. OTHER INFORMATION](index=31&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity security sales, other information, and exhibits [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, including environmental matters with potential remediation liabilities, whose ultimate impact is difficult to predict - The company is involved in ongoing legal proceedings, claims, and litigation incidental to its business[161](index=161&type=chunk) - Union Pacific has received notices from the EPA and state agencies regarding potential liability for remediation costs at various sites across the U.S., including Superfund sites[162](index=162&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the risk factors detailed in the company's 2022 Form 10-K for a comprehensive discussion of potential risks - The report directs readers to the risk factors section of the 2022 Form 10-K for a discussion of potential risks and uncertainties[165](index=165&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In Q3 2023, no shares were repurchased under the public plan; **17,156 shares** were acquired from employees for stock option and tax obligations, with **80.4 million** shares remaining under authorization Q3 2023 Common Stock Repurchases | Period | Total Shares Purchased | Avg Price Paid Per Share | Purchased as Part of Plan | Remaining Authority | | :--- | :--- | :--- | :--- | :--- | | Jul. 2023 | 12,013 | $236.05 | - | 80,392,027 | | Aug. 2023 | 125 | $231.50 | - | 80,392,027 | | Sep. 2023 | 5,018 | $214.25 | - | 80,392,027 | | **Total** | **17,156** | **$229.64** | **-** | **N/A** | - The shares purchased during the quarter were delivered by employees to pay for stock option exercises and satisfy tax withholding obligations, not as part of the publicly announced repurchase program[166](index=166&type=chunk) [Other Information](index=32&type=section&id=Item%205.%20Other%20Information) EVP Eric J. Gehringer and CEO V. James Vena adopted Rule 10b5-1(c) trading plans in July and August 2023 for future common stock transactions - On July 28, 2023, EVP Eric J. Gehringer adopted a Rule 10b5-1 trading plan to sell up to **1,274 shares**[169](index=169&type=chunk) - On August 22, 2023, CEO V. James Vena adopted a Rule 10b5-1 trading plan to purchase up to **4,500 shares**[170](index=170&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) Exhibits filed with Form 10-Q include CEO and CFO certifications and financial statements in iXBRL format - Key exhibits filed include CEO and CFO certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906[175](index=175&type=chunk) - The financial statements and notes are provided in Inline Extensible Business Reporting Language (iXBRL) format[175](index=175&type=chunk)

Summary of Union Pacific Corporation Conference Call Company Overview - **Company**: Union Pacific Corporation (NYSE: UNP) - **Event**: Morgan Stanley's 11th Annual Laguna Conference - **Date**: September 12, 2023 Key Points Industry Context - The freight transportation market is experiencing a tough setup, with volume expectations weaker than anticipated, showing a year-over-year decline of approximately 3% [doc id='13'][doc id='14']. - Seasonal growth from Q2 to Q3 has not materialized in 2023, indicating continued softness in transportation demand [doc id='13']. Management Insights - **Jim Vena (CEO)** emphasizes the importance of operational excellence, safety, and service as foundational elements for growth [doc id='6'][doc id='17']. - The company is focused on improving car velocity, which has recently surpassed 200 miles per day, a key performance metric [doc id='4'][doc id='5']. - Vena acknowledges inflationary pressures affecting operations, particularly in labor costs and purchased services, which are challenging to leverage against low volume [doc id='14'][doc id='16']. Financial Performance - The company anticipates a $50 million headwind in the second half of 2023 due to new sick leave agreements and work rest agreements [doc id='14'][doc id='15']. - Fuel costs are projected to impact earnings per share (EPS) negatively, with prices expected around $3.10 per gallon in Q3 [doc id='16']. Strategic Initiatives - Union Pacific is enhancing service routes, notably reducing transit time from Mexico to Chicago by 24 hours, which is expected to attract customers seeking reliable and fast service [doc id='11'][doc id='34']. - The management is committed to improving decision-making speed and empowering local teams to make operational decisions [doc id='21'][doc id='22']. Customer Engagement - The company is actively engaging with customers across various sectors, including bulk, intermodal, and industrial, to understand their needs and improve service delivery [doc id='7'][doc id='30']. - There is optimism regarding potential growth in the grain sector due to a better harvest outlook compared to 2022 [doc id='29']. Competitive Landscape - Vena highlights the need to leverage Union Pacific's extensive network to compete effectively, particularly in the context of changing dynamics with Mexico and other North American railroads [doc id='32'][doc id='33']. - The company aims to maintain pricing power above inflation, although short-term challenges may hinder this goal [doc id='42'][doc id='43']. Future Outlook - Management expresses confidence in long-term growth opportunities despite current challenges, with a focus on operational improvements and customer trust [doc id='17'][doc id='28']. - The company is committed to being the best in service, operational excellence, and safety, which are seen as critical to attracting and retaining customers [doc id='28'][doc id='46']. Additional Insights - The management acknowledges the importance of free cash flow as a measure of financial health, which allows for reinvestment and shareholder returns [doc id='37']. - There is a cultural shift towards quicker decision-making and local empowerment within the organization, which is expected to enhance operational efficiency [doc id='21'][doc id='22']. This summary encapsulates the key insights and strategic directions discussed during the conference call, reflecting Union Pacific's current challenges and future aspirations in the freight transportation industry.

Union Pacific Corporation (NYSE:UNP) Q2 2023 Earnings Conference Call July 26, 2023 8:45 AM ET Company Participants Lance Fritz - Chairman, President and CEO Michael McCarthy - Independent Chair of the Board of Directors Kenny Rocker - Executive Vice President of Marketing and Sales Eric Gehringer - Executive Vice President of Operations Jennifer Hamann - Chief Financial Officer Conference Call Participants Allison Poliniak - Wells Fargo Securities Jon Chappell - Evercore ISI Chris Wetherbee - Citigroup In ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ 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) Uta ...

Union Pacific Corporation (NYSE:UNP) 2023 Wells Fargo Industrials Conference June 13, 2023 9:00 AM ET Company Participants Jennifer Hamann - EVP & CFO Eric Gehringer - EVP, Operations Conference Call Participants Allison Poliniak - Wells Fargo Allison Poliniak So good morning, everybody. Welcome to the Wells Fargo Industrial Conference. My name is Allison Poliniak. I'm the Senior Analyst following Industrial Technology and more importantly, for patients (ph) here at the company. We're delighted to have our ...

Union Pacific Corporation (NYSE:UNP) Bernstein's 39th Annual Strategic Decisions Conference June 1, 2023 8:00 AM ET Company Participants Lance Fritz - Chairman, President and Chief Executive Officer Brad Stock - Assistant Vice President, Investor Relations Conference Call Participants David Vernon - Bernstein David Vernon Thank you for joining us here on the second day of Bernstein's 39th Annual Strategic Decisions Conference. We very much appreciate your support and your interest, and we also like to thank ...

Union Pacific Corporation (NYSE:UNP) Q1 2023 Earnings Conference Call April 20, 2023 8:45 AM ET Company Participants Lance Fritz - Chairman, President and CEO Kenny Rocker - Executive Vice President, Marketing and Sales Eric Gehringer - Executive Vice President, Operations Jennifer Hamann - Chief Financial Officer Conference Call Participants Scott Group - Wolfe Research Tom Wadewitz - UBS Ken Hoexter - Bank of America Chris Wetherbee - Citigroup Benjamin Nolan - Stifel Justin Long - Stephens Jordan Alli ...

Table of Contents 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, 2023 OR ☐ 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 (402) 544-5000 (Registrant's telephone number, including ...

Union Pacific Corporation (NYSE:UNP) Barclays 2023 Industrial Select Conference February 22, 2023 8:35 AM ET Company Participants Jennifer Hamann - CFO Kenny Rocker - Chief Marketing Officer Conference Call Participants Brandon Oglenski - Barclays Brandon Oglenski Again, I’m Brandon Oglenski, airline and transport analyst. Welcome to Barclays Industrial Select Conference. Very happy on the second, back here to have Union Pacific joined by Jennifer Hamann, CFO; and all of you might remember, Jennifer when sh ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ 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 ...