Union Pacific(UNP) - 2025 Q3 - Quarterly Results

Executive Summary & Highlights This section provides a concise overview of Union Pacific's Q3 2025 financial and operational performance, strategic direction, and future outlook Third Quarter 2025 Financial Highlights Union Pacific reported strong financial results for Q3 2025, with net income increasing by 7% and diluted EPS by 9% year-over-year. Operating revenue grew 3%, driven by core pricing gains, and the operating ratio improved significantly by 110 basis points Third Quarter 2025 Key Financials (vs Q3 2024) | Metric | Q3 2025 (GAAP) | Q3 2024 (GAAP) | Change (%) | Change (bps) | | :---------------------- | :------------- | :------------- | :--------- | :----------- | | Net Income | $1.8 billion | $1.7 billion | 7% | - | | Diluted EPS | $3.01 | $2.75 | 9% | - | | Adjusted Diluted EPS | $3.08 | - | - | - | | Operating Revenue | $6.2 billion | $6.091 billion | 3% | - | | Freight Revenue (excl. fuel surcharge) | - | - | 4% | - | | Operating Ratio (OR) | 59.2% | 60.3% | - | (110) | | Adjusted OR | 58.5% | - | - | (180) | Third Quarter 2025 Operational Highlights The company achieved record operational efficiency in Q3 2025, with improvements across key metrics such as freight car velocity, locomotive productivity, terminal dwell time, and workforce productivity, alongside improved safety rates Third Quarter 2025 Key Operational Metrics (vs Q3 2024) | Metric | Q3 2025 | Q3 2024 | Change (%) | | :-------------------------- | :------ | :------ | :--------- | | Reportable personal injury rate | Improved | - | - | | Reportable derailment rate | Improved | - | - | | Freight car velocity (daily miles/car) | 226 | 210 | 8% | | Locomotive productivity (GTMs/horsepower day) | 140 | 135 | 4% | | Average terminal dwell (hours) | 20.4 | 22.4 | (9)% | | Average train length (feet) | 9,801 | 9,580 | 2% | | Workforce productivity (car miles/employee) | 1,165 | 1,102 | 6% | CEO Statement & Strategic Direction CEO Jim Vena highlighted the successful execution of the company's strategy, emphasizing the historic opportunity presented by the merger with Norfolk Southern to create the first transcontinental railroad in America. The team remains focused on driving continuous improvements while working towards regulatory approval - CEO Jim Vena stated that Q3 results prove successful strategy execution and highlighted the historic opportunity with Norfolk Southern to create America's first transcontinental railroad[3] - The company's team is focused on driving continued improvements in pursuit of what's possible, while working towards regulatory approval for the merger[3] 2025 Outlook & Investor Day Targets Union Pacific is on track with its Investor Day targets, projecting strong service, accretive pricing, and EPS growth consistent with its high-single to low-double digit 3-year CAGR target. The company aims for an industry-leading operating ratio and return on invested capital, with continued strong cash generation, a $3.4 billion capital plan, and a 3% dividend increase, though share repurchases are paused due to the Norfolk Southern merger - The company is on track with Investor Day targets, focusing on meeting customer demand with strong service and achieving EPS growth consistent with a high-single to low-double digit 3-year CAGR target[7][11] - Key financial goals for 2025 include pricing dollars accretive to operating ratio, industry-leading operating ratio and return on invested capital, and continued strong cash generation[11] - Capital allocation plans include a $3.4 billion capital plan, a 3% dividend increase in Q3 2025, and a pause on share repurchases due to the Norfolk Southern merger[11] Company Information This section provides an overview of Union Pacific's business operations and essential contact information for investors and media About Union Pacific Union Pacific is a freight railroad company operating in 23 western states, providing safe, reliable, and efficient service to connect customers and communities to the global economy. The company emphasizes the environmental responsibility of rail freight - Union Pacific (NYSE: UNP) delivers goods with safe, reliable, and efficient service, operating in 23 western states[9] - The company connects its customers and communities to the global economy, highlighting trains as the most environmentally responsible way to move freight[9] Investor Relations & Media Contacts Contact information for Union Pacific's investor relations and media inquiries is provided, with specific individuals and their contact details listed - Investor contact: Diana Prauner at 402-544-4227 or dprauner@up.com[10] - Media contact: Clarissa Beyah at 402-957-4793 or cbeyah@up.com[10] Legal & Transaction Information This section outlines legal disclaimers, forward-looking statement cautions, and details regarding the proposed merger transaction No Offer or Solicitation This communication serves solely for informational purposes and does not constitute an offer to sell, a solicitation to buy securities, or a solicitation of any vote or approval. Any offer of securities will be made strictly by means of a prospectus meeting the requirements of the Securities Act of 1933 - The communication is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval[13] - No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended[13] Cautionary Note Regarding Forward-Looking Statements The document contains forward-looking statements subject to known and unknown risks and uncertainties that could cause actual results to differ materially. These risks include factors related to the proposed merger with Norfolk Southern, such as regulatory approvals, integration challenges, financial impacts, and broader economic and operational risks. Investors are directed to SEC filings for a comprehensive list of risk factors - Statements in the communication are 'forward-looking statements' subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially[15] - Risks include potential termination of the merger agreement, legal proceedings, failure to obtain timely regulatory or shareholder approvals, inability to realize expected benefits/synergies from the transaction, business disruption, integration costs, reputational risks, dilution from stock issuance, credit rating downgrades, and changes in economic/political conditions[16] - Investors should refer to Union Pacific's and Norfolk Southern's respective Annual Reports on Form 10-K and other SEC filings for a comprehensive discussion of risk factors[17][18] Additional Information About the Transaction and Where to Find It Union Pacific filed a Registration Statement (Form S-4) with the SEC, which includes a prospectus and a joint proxy statement for the proposed transaction with Norfolk Southern. This document, along with the definitive proxy statements, contains important information for investors and security holders, and free copies are available through the SEC website and the companies' investor relations websites - Union Pacific filed a Registration Statement on Form S-4 with the SEC, which includes a prospectus and a joint proxy statement for shareholders regarding the transaction[19] - The Registration Statement was declared effective on September 30, 2025, and a final prospectus was filed on October 1, 2025, with Norfolk Southern filing its definitive proxy statement on the same date[19] - Investors and security holders are urged to read these documents, which are available free of charge on the SEC's website (http://www.sec.gov) and the investor relations websites of Union Pacific and Norfolk Southern[20][21] Participants in the Solicitation Union Pacific, Norfolk Southern, and their respective directors and executive officers may be considered participants in the solicitation of proxies for the transaction. Details regarding their interests, including security holdings, are provided in the Definitive Joint Proxy Statement/Prospectus and other SEC filings such as annual reports and proxy statements - Union Pacific, Norfolk Southern, and certain of their directors and executive officers may be deemed participants in the solicitation of proxies for the transaction[23] - Information about the direct and indirect interests of these participants, including security holdings, is included in the Definitive Joint Proxy Statement/Prospectus[24] - Further details on Union Pacific's directors and executive officers can be found in its Annual Report and 2025 Proxy Statement, while Norfolk Southern's information is in its 2025 Annual Meeting Proxy Statement and subsequent Form 8-K filings[25][27] Financial Statements This section presents Union Pacific's condensed consolidated statements of income, financial position, and cash flows Condensed Consolidated Statements of Income Union Pacific's income statements show consistent growth in operating revenues and net income for Q3 and YTD 2025 compared to 2024, alongside improvements in operating ratio. The quarterly breakdown for 2025 indicates stable performance throughout the year Third Quarter & Year-to-Date Comparison (2025 vs 2024) For Q3 2025, Union Pacific reported a 3% increase in total operating revenues and a 7% rise in net income compared to Q3 2024. The operating ratio improved by 1.1 percentage points to 59.2%. Year-to-date figures also show growth in revenues and net income, with a 0.8 percentage point improvement in the operating ratio Condensed Consolidated Statements of Income (Q3 & YTD 2025 vs 2024, Millions) | Metric | Q3 2025 (Millions) | Q3 2024 (Millions) | Q3 Change (%) | YTD 2025 (Millions) | YTD 2024 (Millions) | YTD Change (%) | | :---------------------- | :----------------- | :----------------- | :------------ | :------------------ | :------------------ | :------------- | | Total Operating Revenues | $6,244 | $6,091 | 3% | $18,425 | $18,129 | 2% | | Operating Expenses | $3,695 | $3,675 | 1% | $10,980 | $10,941 | 0% | | Operating Income | $2,549 | $2,416 | 6% | $7,445 | $7,188 | 4% | | Net Income | $1,788 | $1,671 | 7% | $5,290 | $4,985 | 6% | | Diluted EPS | $3.01 | $2.75 | 9% | $8.87 | $8.18 | 8% | | Operating Ratio | 59.2% | 60.3% | (1.1) pts | 59.6% | 60.4% | (0.8) pts | | Dividends Declared per Share | $1.38 | $1.34 | 3% | $4.06 | $3.94 | 3% | Quarterly Breakdown (2025) The 2025 quarterly breakdown shows a sequential increase in total operating revenues from Q1 to Q3, reaching $6,244 million in Q3. Net income peaked in Q2 at $1,876 million before a slight decrease in Q3 to $1,788 million. The operating ratio improved from 60.7% in Q1 to 59.0% in Q2, then slightly increased to 59.2% in Q3 Condensed Consolidated Statements of Income (2025 Quarterly Breakdown) | Metric | Q1 2025 (Millions) | Q2 2025 (Millions) | Q3 2025 (Millions) | YTD 2025 (Millions) | | :---------------------- | :----------------- | :----------------- | :----------------- | :------------------ | | Total Operating Revenues | $6,027 | $6,154 | $6,244 | $18,425 | | Operating Expenses | $3,656 | $3,629 | $3,695 | $10,980 | | Operating Income | $2,371 | $2,525 | $2,549 | $7,445 | | Net Income | $1,626 | $1,876 | $1,788 | $5,290 | | Diluted EPS | $2.70 | $3.15 | $3.01 | $8.87 | | Operating Ratio | 60.7% | 59.0% | 59.2% | 59.6% | | Dividends Declared per Share | $1.34 | $1.34 | $1.38 | $4.06 | Condensed Consolidated Statements of Financial Position As of September 30, 2025, Union Pacific's total assets increased to $68,647 million from $67,715 million at year-end 2024. Total liabilities also saw a slight increase, while common shareholders' equity grew to $17,304 million. The company's debt-to-net income ratio improved from 4.6 to 4.5, and the adjusted debt to adjusted EBITDA ratio improved from 2.7 to 2.6 Condensed Consolidated Statements of Financial Position (Millions) | Metric | Sep. 30, 2025 | Dec. 31, 2024 | | :-------------------------------- | :------------ | :------------ | | Total Assets | $68,647 | $67,715 | | Total Liabilities | $51,343 | $50,825 | | Total Common Shareholders' Equity | $17,304 | $16,890 | | Debt / Net Income | 4.5 | 4.6 | | Adjusted Debt / Adjusted EBITDA* | 2.6 | 2.7 | Condensed Consolidated Statements of Cash Flows For the nine months ended September 30, 2025, cash provided by operating activities increased to $7,065 million from $6,684 million in the prior year. Cash used in investing activities also increased, while cash used in financing activities remained substantial. Free cash flow remained stable at $1,856 million Condensed Consolidated Statements of Cash Flows (YTD Millions) | Metric | YTD 2025 | YTD 2024 | | :-------------------------------------- | :------- | :------- | | Cash provided by operating activities | $7,065 | $6,684 | | Cash used in investing activities | $(2,791) | $(2,426) | | Cash used in financing activities | $(4,472) | $(4,375) | | Net change in cash, cash equivalents, and restricted cash | $(198) | $(117) | | Free Cash Flow | $1,856 | $1,855 | - Capital investments for 2025 included $311 million in locomotive and freight car early lease buyouts, compared to $96 million in 2024[34] Revenue and Operating Statistics This section details Union Pacific's freight revenue performance by commodity and key operational efficiency metrics Freight Revenues Statistics Union Pacific's freight revenues grew 3% in Q3 and YTD 2025, driven by strong performance in bulk commodities, particularly coal & renewables, and industrial chemicals & plastics. While overall carloads remained flat in Q3, average revenue per car increased. The quarterly breakdown for 2025 shows consistent revenue growth across most segments Third Quarter & Year-to-Date Comparison (2025 vs 2024) In Q3 2025, total freight revenues increased by 3% year-over-year, with significant growth in Coal & renewables (+16%), Fertilizer (+9%), and Industrial chemicals & plastics (+8%). Intermodal and Food & refrigerated segments experienced declines. Total revenue carloads remained flat in Q3 but grew 3% year-to-date Freight Revenues by Commodity (Q3 & YTD 2025 vs 2024, Millions) | Commodity | Q3 2025 | Q3 2024 | Q3 Change (%) | YTD 2025 | YTD 2024 | YTD Change (%) | | :-------------------------- | :------ | :------ | :------------ | :------- | :------- | :------------- | | Grain & grain products | $975 | $923 | 6% | $2,889 | $2,767 | 4% | | Fertilizer | $227 | $208 | 9% | $638 | $612 | 4% | | Food & refrigerated | $258 | $269 | (4)% | $785 | $832 | (6)% | | Coal & renewables | $470 | $405 | 16% | $1,355 | $1,132 | 20% | | Industrial chemicals & plastics | $647 | $598 | 8% | $1,900 | $1,763 | 8% | | Intermodal | $1,199 | $1,241 | (3)% | $3,489 | $3,460 | 1% | | Total Freight Revenues | $5,927 | $5,768 | 3% | $17,461 | $17,022 | 3% | Revenue Carloads & Average Revenue per Car (Q3 & YTD 2025 vs 2024) | Metric | Q3 2025 | Q3 2024 | Q3 Change (%) | YTD 2025 | YTD 2024 | YTD Change (%) | | :-------------------------- | :------ | :------ | :------------ | :------- | :------- | :------------- | | Total Revenue Carloads (thousands) | 2,163 | 2,167 | 0% | 6,374 | 6,171 | 3% | | Average Revenue per Car | $2,740 | $2,662 | 3% | $2,740 | $2,758 | (1)% | Quarterly Breakdown (2025) Union Pacific's freight revenues showed a sequential increase throughout 2025, from $5,691 million in Q1 to $5,927 million in Q3. Revenue carloads also increased quarter-over-quarter, reaching 2,163 thousand in Q3. Average revenue per car fluctuated, peaking at $2,764 in Q2 Freight Revenues by Commodity (2025 Quarterly Breakdown, Millions) | Commodity | Q1 2025 | Q2 2025 | Q3 2025 | YTD 2025 | | :-------------------------- | :------ | :------ | :------ | :------- | | Grain & grain products | $950 | $964 | $975 | $2,889 | | Fertilizer | $210 | $201 | $227 | $638 | | Coal & renewables | $416 | $469 | $470 | $1,355 | | Industrial chemicals & plastics | $607 | $646 | $647 | $1,900 | | Intermodal | $1,192 | $1,098 | $1,199 | $3,489 | | Total Freight Revenues | $5,691 | $5,843 | $5,927 | $17,461 | Revenue Carloads & Average Revenue per Car (2025 Quarterly Breakdown) | Metric | Q1 2025 | Q2 2025 | Q3 2025 | YTD 2025 | | :-------------------------- | :------ | :------ | :------ | :------- | | Total Revenue Carloads (thousands) | 2,097 | 2,114 | 2,163 | 6,374 | | Average Revenue per Car | $2,714 | $2,764 | $2,740 | $2,740 | Operating and Performance Statistics Union Pacific demonstrated significant operational improvements in Q3 2025, achieving an 8% increase in freight car velocity and a 9% reduction in average terminal dwell time. Service performance indices for both intermodal and manifest freight saw double-digit percentage point improvements, reflecting enhanced efficiency and reliability. Workforce productivity also improved by 6%, while average total employees decreased by 4% Operating and Performance Statistics (Q3 & YTD 2025 vs 2024) | Metric | Q3 2025 | Q3 2024 | Q3 Change (%) | YTD 2025 | YTD 2024 | YTD Change (%) | | :----------------------------------- | :------ | :------ | :------------ | :------- | :------- | :------------- | | Freight car velocity (daily miles/car) | 226 | 210 | 8% | 220 | 205 | 7% | | Average train speed (miles/hour) | 24.2 | 23.3 | 4% | 23.9 | 23.5 | 2% | | Average terminal dwell time (hours) | 20.4 | 22.4 | (9)% | 21.3 | 22.8 | (7)% | | Locomotive productivity (GTMs/horsepower day) | 140 | 135 | 4% | 139 | 135 | 3% | | Intermodal service performance index (%) | 98 | 86 | 12 pts | 97 | 90 | 7 pts | | Manifest service performance index (%) | 100 | 89 | 11 pts | 98 | 87 | 11 pts | | Workforce productivity (car miles/employee) | 1,165 | 1,102 | 6% | 1,126 | 1,044 | 8% | | Total employees (average) | 28,871 | 29,946 | (4)% | 29,576 | 30,518 | (3)% | | Fuel consumption rate | 1.052 | 1.058 | (1)% | 1.072 | 1.084 | (1)% | Non-GAAP Measures Reconciliation This section reconciles non-GAAP financial measures to GAAP, providing adjusted financial and debt performance views Financial Performance Reconciliation Union Pacific provides reconciliations of GAAP to non-GAAP financial measures, adjusting for items like acquisition-related expenses, deferred tax adjustments, and crew staffing agreements. For Q3 2025, adjusted diluted EPS was $3.08 and the adjusted operating ratio was 58.5%, both showing improvements compared to GAAP figures Q3 2025 Financial Performance Reconciliation (Millions, except per share/percentages) | Metric | Reported Results (GAAP) | Acquisition related expense | Adjusted Results (non-GAAP) | | :---------------------- | :---------------------- | :-------------------------- | :-------------------------- | | Operating Expenses | $3,695 | $(41) | $3,654 | | Operating Income | $2,549 | $41 | $2,590 | | Net Income | $1,788 | $41 | $1,829 | | Earnings per share - diluted | $3.01 | $0.07 | $3.08 | | Operating Ratio | 59.2% | (0.7)% | 58.5% | YTD 2025 Financial Performance Reconciliation (Millions, except per share/percentages) | Metric | Reported Results (GAAP) | Acquisition related expense | Deferred tax adjustment | Crew staffing agreement | Adjusted Results (non-GAAP) | | :---------------------- | :---------------------- | :-------------------------- | :---------------------- | :---------------------- | :-------------------------- | | Operating Expenses | $10,980 | $(42) | - | $(55) | $10,883 | | Operating Income | $7,445 | $42 | - | $55 | $7,542 | | Net Income | $5,290 | $42 | $(115) | $42 | $5,259 | | Earnings per share - diluted | $8.87 | $0.07 | $(0.19) | $0.07 | $8.82 | | Operating Ratio | 59.6% | (0.2)% | -% | (0.3)% | 59.1% | Debt and EBITDA Reconciliation The reconciliation of debt and EBITDA shows an improvement in the adjusted debt to adjusted EBITDA ratio, decreasing from 2.7 at year-end 2024 to 2.6 as of September 30, 2025. This non-GAAP measure provides insight into the company's ability to manage debt levels with cash generated from operations Debt / Net Income and Adjusted Debt / Adjusted EBITDA Reconciliation (Millions, except ratios) | Metric | Sep. 30, 2025 | Dec. 31, 2024 | | :-------------------------------- | :------------ | :------------ | | Debt | $31,807 | $31,192 | | Net Income (trailing twelve months) | $7,052 | $6,747 | | Debt / Net Income | 4.5 | 4.6 | | Adjusted EBITDA | $12,459 | $12,159 | | Adjusted Debt | $32,848 | $32,463 | | Adjusted Debt / Adjusted EBITDA | 2.6 | 2.7 | - Adjusted debt to adjusted EBITDA is a non-GAAP measure used by management and investors to evaluate the company's ability to sustain debt levels with cash generated from operations, and is also used by rating agencies[43]