8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 20, 2022 (October 20, 2022)

UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

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: (402) 544-5000

N/A

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

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.

 ☐

Item 2.02 Results of Operations and Financial Condition.

On October 20, 2022, Union Pacific Corporation issued a press release announcing its financial results for the quarter ended September 30, 2022. 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 October 20, 2022, announcing its financial results for the quarter ended September 30, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: October 20, 2022

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

EX-99.1

Exhibit 99.1

Union Pacific Reports Third Quarter 2022 Results

● Adjusted earnings per diluted share $3.19

● Operating revenue up 18%

● Adjusted operating income up 13%

Omaha, Neb., October 20, 2022 – Union Pacific Corporation (NYSE: UNP) today reported 2022 third quarter net income of $1.9 billion, or $3.05 per diluted share. These results include a $114 million charge for a change to prior period accounting estimates related to new, tentative and ratified labor agreements. Excluding the effects of that charge, adjusted third quarter net income was $2.0 billion, or $3.19 per diluted share. This compares to 2021 third quarter net income of $1.7 billion, or $2.57 per diluted share.

“We made positive strides in the third quarter to increase network fluidity and better meet customer demand,” said Lance Fritz, Union Pacific chairman, president, and chief executive officer. “Inflationary pressures and operational inefficiencies continued to challenge us. We reported strong revenue and operating income growth in the quarter through increased fuel surcharge revenue, volume gains, and solid core pricing. As we close out 2022, we will maintain strong price discipline while improving efficiency and service to capitalize on the available demand.”

Financial Results: Topline Growth Produces Quarterly Records for Operating Revenue, Operating Income, Net Income, and Earnings Per Share

Third Quarter 2022 Compared to Third Quarter 2021

● Operating revenue of $6.6 billion was up 18% driven by higher fuel surcharge revenue, volume growth, and core pricing gains.

● Business volumes, as measured by total revenue carloads, were up 3%.

● Union Pacific’s reported operating ratio was 59.9%. Excluding the charge, the adjusted operating ratio of 58.2% deteriorated by 190 basis points. Lower fuel prices positively impacted the operating ratio by 70 basis points.

● Adjusted operating income of $2.7 billion was up 13%.

● The company repurchased 9.5 million shares in third quarter 2022 at an aggregate cost of $2.1 billion.

Operating Performance: Service and Efficiency Measures Improve Sequentially but Lag Prior Year Results; Quarterly Record for Fuel Consumption Rate

Third Quarter 2022 Compared to Third Quarter 2021

● Quarterly freight car velocity of 191 daily miles per car, a 2% decline.

● Quarterly locomotive productivity was 124 gross ton-miles (GTMs) per horsepower day, a 2% decline.

● Average maximum train length increased 1% to 9,483 feet.

● Quarterly workforce productivity of 1,045 car miles per employee was flat.

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● Fuel consumption rate of 1.056, measured in gallons of fuel per thousand GTMs, improved 1%.

● Union Pacific’s year-to-date reportable personal injury rate improved 20% to 0.80 per 200,000 employee-hours compared to 1.00 for year-to-date 2021.

2022 Guidance: Update Reflects Challenging Year

Updated

● Full year carload growth ~3%

● Full year reported operating ratio around 60%

● Capital spending of $3.4 billion

● Full year share repurchases of $6.5 billion

Affirmed

● Pricing gains in excess of inflation dollars

● Long term dividend payout target of 45% of earnings

Third Quarter 2022 Earnings Conference Call

Union Pacific will webcast its third quarter 2022 earnings release presentation live at www.up.com/investor and via teleconference on Thursday, October 20, 2022, 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 bkstock@up.com

Union Pacific Media contact: Clarissa Beyah at 402-957-4793 or cbeyah@up.com

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 Company’s expectations with respect to economic conditions and demand levels, its ability to improve network performance (including those in response to increased traffic), its results of operations, and potential impacts of the COVID-19 pandemic and the Russian-Ukraine conflict. 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 2021, which was filed with the SEC on February 4, 2022. 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 our 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	3rd Quarter									Year-to-Date
Percentages, For the Periods Ended September 30,		2022		2021			%			2022			2021			%
Operating Revenues
Freight revenues	$	6,109		$	5,166			18	%	$	17,391		$	14,947			16	%
Other revenues		457			400			14			1,304			1,124			16
Total operating revenues		6,566			5,566			18			18,695			16,071			16
Operating Expenses
Compensation and benefits		1,278			1,040			23			3,471			3,088			12
Fuel		932			544			71			2,586			1,452			78
Purchased services and materials		626			510			23			1,809			1,478			22
Depreciation		563			553			2			1,677			1,652			2
Equipment and other rents		215			217			(1	)		660			629			5
Other		319			270			18			987			874			13
Total operating expenses		3,933			3,134			25			11,190			9,173			22
Operating Income		2,633			2,432			8			7,505			6,898			9
Other income, net		124			38		F				334			214			56
Interest expense		(315	)		(290	)		9			(938	)		(862	)		9
Income before income taxes		2,442			2,180			12			6,901			6,250			10
Income taxes		(547	)		(507	)		8			(1,541	)		(1,438	)		7
Net Income	$	1,895		$	1,673			13	%	$	5,360		$	4,812			11	%
Share and Per Share
Earnings per share - basic	$	3.05		$	2.58			18	%	$	8.56		$	7.31			17	%
Earnings per share - diluted	$	3.05		$	2.57			19		$	8.54		$	7.29			17
Weighted average number of shares - basic		620.4			648.7			(4	)		626.1			658.3			(5	)
Weighted average number of shares - diluted		621.5			650.3			(4	)		627.4			659.9			(5	)
Dividends declared per share	$	1.30		$	1.07			21		$	3.78		$	3.11			22
Operating Ratio		59.9	%		56.3	%		3.6	pts		59.9	%		57.1	%		2.8	pts
Effective Tax Rate		22.4	%		23.3	%		(0.9)	pts		22.3	%		23.0	%		(0.7)	pts

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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Freight Revenues Statistics (unaudited)

	3rd Quarter							Year-to-Date
For the Periods Ended September 30,	2022		2021		%			2022		2021		%
Freight Revenues (Millions)
Grain & grain products	$	880	$	731		20	%	$	2,624	$	2,292		14	%
Fertilizer		178		172		3			541		521		4
Food & refrigerated		290		253		15			828		739		12
Coal & renewables		611		531		15			1,611		1,295		24
Bulk		1,959		1,687		16			5,604		4,847		16
Industrial chemicals & plastics		579		503		15			1,656		1,436		15
Metals & minerals		601		488		23			1,648		1,330		24
Forest products		390		342		14			1,140		1,006		13
Energy & specialized markets		624		578		8			1,762		1,654		7
Industrial		2,194		1,911		15			6,206		5,426		14
Automotive		601		417		44			1,663		1,292		29
Intermodal		1,355		1,151		18			3,918		3,382		16
Premium		1,956		1,568		25			5,581		4,674		19
Total	$	6,109	$	5,166		18	%	$	17,391		14,947		16	%
Revenue Carloads (Thousands)
Grain & grain products		190		185		3	%		590		592		-	%
Fertilizer		51		55		(7	)		149		153		(3	)
Food & refrigerated		48		48		-			143		141		1
Coal & renewables		243		232		5			670		604		11
Bulk		532		520		2			1,552		1,490		4
Industrial chemicals & plastics		165		153		8			486		449		8
Metals & minerals		202		188		7			589		516		14
Forest products		62		63		(2	)		189		187		1
Energy & specialized markets		140		145		(3	)		412		422		(2	)
Industrial		569		549		4			1,676		1,574		6
Automotive		198		166		19			580		519		12
Intermodal [a]		811		809		-			2,373		2,483		(4	)
Premium		1,009		975		3			2,953		3,002		(2	)
Total		2,110		2,044		3	%		6,181		6,066		2	%
Average Revenue per Car
Grain & grain products	$	4,641	$	3,937		18	%	$	4,449	$	3,869		15	%
Fertilizer		3,504		3,125		12			3,634		3,398		7
Food & refrigerated		6,017		5,246		15			5,809		5,235		11
Coal & renewables		2,514		2,298		9			2,403		2,146		12
Bulk		3,685		3,244		14			3,612		3,252		11
Industrial chemicals & plastics		3,508		3,277		7			3,404		3,195		7
Metals & minerals		2,969		2,596		14			2,799		2,577		9
Forest products		6,347		5,457		16			6,044		5,390		12
Energy & specialized markets		4,434		3,996		11			4,273		3,924		9
Industrial		3,852		3,482		11			3,702		3,448		7
Automotive		3,030		2,500		21			2,866		2,488		15
Intermodal [a]		1,672		1,424		17			1,651		1,362		21
Premium		1,939		1,608		21			1,890		1,557		21
Average	$	2,895	$	2,528		15	%	$	2,814	$	2,464		14	%

[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)

	Sep. 30,			Dec. 31,
Millions, Except Percentages		2022			2021
Assets
Cash and cash equivalents		$	1,267		$	960
Short-term investments			46			46
Other current assets			3,092			2,545
Investments			2,314			2,241
Properties, net			55,689			54,871
Operating lease assets			1,703			1,787
Other assets			1,232			1,075
Total assets		$	65,343		$	63,525
Liabilities and Common Shareholders' Equity
Debt due within one year		$	1,678		$	2,166
Other current liabilities			4,034			3,578
Debt due after one year			31,744			27,563
Operating lease liabilities			1,303			1,429
Deferred income taxes			12,868			12,675
Other long-term liabilities			1,973			1,953
Total liabilities			53,600			49,364
Total common shareholders' equity			11,743			14,161
Total liabilities and common shareholders' equity		$	65,343		$	63,525

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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Cash Flows (unaudited)

Millions,	Year-to-Date
for the Periods Ended September 30,	2022			2021
Operating Activities
Net income	$	5,360		$	4,812
Depreciation		1,677			1,652
Deferred income taxes		180			189
Other - net		(147	)		(150	)
Cash provided by operating activities		7,070			6,503
Investing Activities
Capital investments*		(2,690	)		(1,945	)
Maturities of short-term investments		46			64
Purchases of short-term investments		(46	)		(40	)
Other - net		131			129
Cash used in investing activities		(2,559	)		(1,792	)
Financing Activities
Debt issued		6,080			3,901
Share repurchase programs		(5,497	)		(5,846	)
Dividends paid		(2,362	)		(2,045	)
Debt repaid		(2,185	)		(1,120	)
Net issued/(paid) of commercial paper		(203	)		125
Debt exchange		-			(270	)
Other - net		(43	)		(36	)
Cash used in financing activities		(4,210	)		(5,291	)
Net Change in Cash, Cash Equivalents and Restricted Cash		301			(580	)
Cash, cash equivalents, and restricted cash at beginning of year		983			1,818
Cash, cash equivalents, and restricted cash at end of period	$	1,284		$	1,238
Free Cash Flow**
Cash provided by operating activities	$	7,070		$	6,503
Cash used in investing activities		(2,559	)		(1,792	)
Dividends paid		(2,362	)		(2,045	)
Free cash flow	$	2,149		$	2,666

*	Capital investments include locomotive and freight car early lease buyouts of $55 million in 2022 and $34 million in 2021.
**	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)

	3rd Quarter							Year-to-Date
For the Periods Ended September 30,	2022		2021		%			2022		2021		%
Operating/Performance Statistics
Freight car velocity (daily miles per car)		191		195		(2	)%		192		205		(6	)%
Average train speed (miles per hour) *		23.7		24.2		(2	)		23.8		24.8		(4	)
Average terminal dwell time (hours) *		24.4		24.0		2			24.3		23.5		3
Locomotive productivity (GTMs per horsepower day)		124		127		(2	)		126		135		(7	)
Gross ton-miles (GTMs) (millions)		214,999		207,059		4			634,494		607,949		4
Train length (feet)		9,483		9,359		1			9,376		9,340		-
Intermodal car trip plan compliance (%)**		62		66		(4)	pts		65		72		(7)	pts
Manifest/Automotive car trip plan compliance (%)**		58		60		(2)	pts		59		65		(6)	pts
Workforce productivity (car miles per employee)		1,045		1,044		-			1,045		1,036		1
Total employees (average)		30,841		29,810		3			30,582		29,877		2
Locomotive Fuel Statistics
Average fuel price per gallon consumed	$	3.96	$	2.37		67	%	$	3.64	$	2.13		71	%
Fuel consumed in gallons (millions)		227		221		3			687		660		4
Fuel consumption rate***		1.056		1.068		(1	)		1.083		1.085		-
Revenue Ton-Miles (Millions)
Grain & grain products		18,554		17,326		7	%		59,042		57,864		2	%
Fertilizer		2,802		3,038		(8	)		9,068		9,202		(1	)
Food & refrigerated		4,430		4,685		(5	)		13,389		13,824		(3	)
Coal & renewables		25,169		24,539		3			69,977		62,791		11
Bulk		50,955		49,588		3			151,476		143,681		5
Industrial chemicals & plastics		7,702		7,746		(1	)		22,946		22,791		1
Metals & minerals		10,053		8,922		13			28,460		24,382		17
Forest products		6,573		6,381		3			19,892		19,405		3
Energy & specialized markets		9,322		9,780		(5	)		27,493		28,482		(3	)
Industrial		33,650		32,829		3			98,791		95,060		4
Automotive		4,347		3,507		24			12,634		11,049		14
Intermodal		18,296		18,390		(1	)		54,924		56,643		(3	)
Premium		22,643		21,897		3			67,558		67,692		-
Total		107,248		104,314		3	%		317,825		306,433		4	%

*	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)

	2022
Millions, Except Per Share Amounts and Percentages,	1st Qtr			2nd Qtr			3rd Qtr		Year-to-Date
Operating Revenues
Freight revenues	$	5,440		$	5,842		$	6,109		$	17,391
Other revenues		420			427			457			1,304
Total operating revenues		5,860			6,269			6,566			18,695
Operating Expenses
Compensation and benefits		1,101			1,092			1,278			3,471
Fuel		714			940			932			2,586
Purchased services and materials		561			622			626			1,809
Depreciation		555			559			563			1,677
Equipment and other rents		215			230			215			660
Other		337			331			319			987
Total operating expenses		3,483			3,774			3,933			11,190
Operating Income		2,377			2,495			2,633			7,505
Other income, net		47			163			124			334
Interest expense		(307	)		(316	)		(315	)		(938	)
Income before income taxes		2,117			2,342			2,442			6,901
Income taxes		(487	)		(507	)		(547	)		(1,541	)
Net Income	$	1,630		$	1,835		$	1,895		$	5,360
Share and Per Share
Earnings per share - basic	$	2.58		$	2.93		$	3.05		$	8.56
Earnings per share - diluted	$	2.57		$	2.93		$	3.05		$	8.54
Weighted average number of shares - basic		632.2			625.6			620.4			626.1
Weighted average number of shares - diluted		633.6			626.8			621.5			627.4
Dividends declared per share	$	1.18		$	1.30		$	1.30		$	3.78
Operating Ratio		59.4	%		60.2	%		59.9	%		59.9	%
Effective Tax Rate		23.0	%		21.6	%		22.4	%		22.3	%

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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Freight Revenues Statistics (unaudited)

	2022
	1st Qtr		2nd Qtr		3rd Qtr		Year-to-Date
Freight Revenues (Millions)
Grain & grain products	$	877	$	867	$	880		$	2,624
Fertilizer		180		183		178			541
Food & refrigerated		267		271		290			828
Coal & renewables		508		492		611			1,611
Bulk		1,832		1,813		1,959			5,604
Industrial chemicals & plastics		520		557		579			1,656
Metals & minerals		485		562		601			1,648
Forest products		364		386		390			1,140
Energy & specialized markets		552		586		624			1,762
Industrial		1,921		2,091		2,194			6,206
Automotive		501		561		601			1,663
Intermodal		1,186		1,377		1,355			3,918
Premium		1,687		1,938		1,956			5,581
Total	$	5,440	$	5,842	$	6,109		$	17,391
Revenue Carloads (Thousands)
Grain & grain products		205		195		190			590
Fertilizer		45		53		51			149
Food & refrigerated		47		48		48			143
Coal & renewables		225		202		243			670
Bulk		522		498		532			1,552
Industrial chemicals & plastics		160		161		165			486
Metals & minerals		182		205		202			589
Forest products		64		63		62			189
Energy & specialized markets		131		141		140			412
Industrial		537		570		569			1,676
Automotive		190		192		198			580
Intermodal [a]		757		805		811			2,373
Premium		947		997		1,009			2,953
Total		2,006		2,065		2,110			6,181
Average Revenue per Car
Grain & grain products	$	4,269	$	4,451	$	4,641		$	4,449
Fertilizer		4,016		3,437		3,504			3,634
Food & refrigerated		5,637		5,770		6,017			5,809
Coal & renewables		2,262		2,426		2,514			2,403
Bulk		3,508		3,642		3,685			3,612
Industrial chemicals & plastics		3,247		3,455		3,508			3,404
Metals & minerals		2,660		2,755		2,969			2,799
Forest products		5,672		6,128		6,347			6,044
Energy & specialized markets		4,219		4,161		4,434			4,273
Industrial		3,574		3,674		3,852			3,702
Automotive		2,640		2,919		3,030			2,866
Intermodal [a]		1,566		1,711		1,672			1,651
Premium		1,782		1,943		1,939			1,890
Average	$	2,711	$	2,830	$	2,895		$	2,814

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

7

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Non-GAAP Measures Reconciliation to GAAP

Adjusted Debt / Adjusted EBITDA*
Millions, Except Ratios	Sep. 30,			Dec. 31,
for the Trailing Twelve Months Ended [a]	2022			2021
Net income	$	7,071		$	6,523
Add:
Income tax expense		2,058			1,955
Depreciation		2,233			2,208
Interest expense		1,233			1,157
EBITDA	$	12,595		$	11,843
Adjustments:
Other income, net		(417	)		(297	)
Interest on operating lease liabilities [b]		52			56
Adjusted EBITDA	$	12,230		$	11,602
Debt	$	33,422		$	29,729
Operating lease liabilities		1,629			1,759
Unfunded/(funded) pension and OPEB, net of tax cost/(benefit) of ($40) and ($21)		(139	)		(72	)
Adjusted debt	$	34,912		$	31,416
Adjusted debt / adjusted EBITDA		2.9			2.7

[a]	The trailing twelve months income statement information ended September 30, 2022, is recalculated by taking the twelve months ended December 31, 2021, subtracting the nine months ended September 30, 2021, and adding the nine months ended September 30, 2022.
[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.
*	Total debt plus operating lease liabilities plus after-tax unfunded pension and OPEB (other postretirement benefit) obligations divided by net income plus income tax expense, depreciation, amortization, interest expense, and adjustments for other income and interest on operating lease liabilities. Adjusted debt to adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, and adjustments for other income and interest on operating lease liabilities) 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, net income. The table above provides a reconciliation from net income to adjusted debt to adjusted EBITDA. At both September 30, 2022, and December 31, 2021, the incremental borrowing rate on operating lease liabilities was 3.2%.

8

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Non-GAAP Measures Reconciliation to GAAP

Financial Performance*
Millions, Except Per Share Amounts	Reported results				Labor accrual					Adjusted results
For the Three Months Ended September 30, 2022	(GAAP)				adjustment					(non-GAAP)
Operating income		$	2,633			$	114				$	2,747
Net income			1,895				86					1,981
Diluted EPS		$	3.05			$	0.14				$	3.19
Operating ratio			59.9	%			(1.7	)	pts			58.2	%
Millions, Except Per Share Amounts	Reported results				Labor accrual					Adjusted results
For the Nine Months Ended September 30, 2022	(GAAP)				adjustment					(non-GAAP)
Operating income		$	7,505			$	114				$	7,619
Net income			5,360				86					5,446
Diluted EPS		$	8.54			$	0.14				$	8.68
Operating ratio			59.9	%			(0.7	)	pts			59.2	%

* The above tables reconcile our results for the three and nine months ended September 30, 2022, to adjust results that exclude the impact of certain items identified as affecting comparability. We use adjusted operating income, adjusted net income, adjusted diluted earnings per share (EPS), and adjusted operating ratio, as applicable, among other measures, to evaluate our actual operating performance. 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 income, net income, diluted EPS, and operating ratio as indicators of operating performance.

9

XML

Document And Entity Information	Oct. 20, 2022
Document Information [Line Items]
Entity, Registrant Name	UNION PACIFIC CORPORATION
Document, Type	8-K
Document, Period End Date	Oct. 20, 2022
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