Union Pacific Corp (UNP)

Union Pacific Mourns the Passing of Former Chairman and CEO Dick DavidsonJune 5, 2026 10:00 AM
Business Wire Richard “Dick” Davidson, the former chairman and chief executive officer of Union Pacific Railroad who helped shape the modern railroad by expanding its footprint and advancing its technology, has died at the age of 84. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260605641628/en/Union Pacific Railroad former Chairman and CEO Dick Davidson “Dick dedicated his life to railroading, working his way up from brakeman to CEO,” said Union Pacific CEO Jim Vena. “He loved this industry, believed in railroaders and set a standard for leadership that still guides Union Pacific today. We mourn his loss and extend our deepest condolences to his family and friends.” A Career Born on the Railroad Davidson was born on Jan. 9, 1942, in Allen, Kansas. Raised on a family farm by his mother after his father's death when Davidson was six years old, he learned early the values of self-reliance and hard work. To help pay for college, Davidson signed on as a part-time brakeman for the Missouri Pacific Railroad, launching what would become a lifelong career in railroading. After graduating from Washburn University with a Bachelor of Arts degree, Davidson accepted a position in Missouri Pacific's management training program and rapidly rose through the organization. He continued climbing the ranks, serving as assistant general manager in Kansas City and becoming vice president of operations in 1976. Leading Union Pacific When Union Pacific merged with Missouri Pacific in 1982, Davidson became vice president of operations for the combined railroad. He served in a succession of expanding leadership roles before being elevated to president and CEO of Union Pacific Railroad in 1991. He was named chairman and CEO of Union Pacific Corporation in 1997. During his tenure, Davidson oversaw the acquisitions of Chicago & North Western Railway and Southern Pacific Railroad. The Southern Pacific merger nearly doubled the size of Union Pacific and expanded the railroad's reach in the West and South, but absorbing the struggling railroad created operational challenges. Davidson responded with major investments in capital projects, modernizing the company's technology infrastructure and decentralizing operations. Union Pacific emerged stronger, and the operational framework Davidson put in place endured long after his retirement. Recognition and Service Beyond the Railroad Davidson's contributions to American industry were widely recognized. He was inducted into the Horatio Alger Association of Distinguished Americans, named to the Kansas Business Hall of Fame and the Nebraska Business Hall of Fame, and honored as Kansan of the Year by the Native Sons and Daughters of Kansas. He also received an honorary doctorate from Washburn University. In addition to his positions at Union Pacific, Davidson served as chair of the Greater Omaha Chamber of Commerce, a director at Creighton University, and a member of the boards of the Kroger Company, the Boy Scouts of America, and the Capitol Visitors Center. He also served as chairman of President George W. Bush's National Infrastructure Advisory Board. Davidson, who lived in Naples, Florida, with his wife Trish, was a loving husband, father and grandfather. A celebration of life will be held at a future date. 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. View source version on businesswire.com: https://www.businesswire.com/news/home/20260605641628/en/ Union Pacific Media Contact: Robynn Tysver at 402-544-5034 or media@up.com
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Union Pacific Railroad’s Newest Commemorative Locomotive No. 4547 Embarks on First Freight Mission Hauling Artemis III Rocket PartsJune 3, 2026 11:00 AM
Business Wire No. 4547 Celebrates America’s 250th Anniversary and is the Third in Presidential Locomotive Series Marking a milestone in innovation and collaboration, Union Pacific Railroad on Tuesday unveiled its newest commemorative locomotive with Northrop Grumman and Wabtec, as No. 4547 began its first mission hauling Space Launch System solid rocket motor segments for NASA’s Artemis III lunar exploration program. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260603422961/en/Union Pacific Railroad’s newest commemorative locomotive No. 4547 begins its first mission hauling rocket parts for NASA’s Artemis III lunar exploration program. Departing from a shipping facility near Corinne, Utah, the locomotive carried components supporting NASA’s effort to explore deep space and return humanity to the moon. It was joined by No. 1616, another special commemorative locomotive that honors President Abraham Lincoln and Union Pacific’s rich history. Lincoln founded Union Pacific in 1862 when he signed the Pacific Railway Act, approving construction of the transcontinental railroad. Union Pacific CEO Jim Vena joined Utah House Speaker Mike Schultz, Utah Senate President J. Stuart Adams, and leaders from Northrop Grumman, NASA and Wabtec for a ceremony marking the shipment and christening of No. 4547, a locomotive that honors President Donald J. Trump and commemorates America’s 250th anniversary. “We are proud to honor President Donald J. Trump with this commemorative engine while helping advance the Artemis III mission,” Vena said. “As No. 4547 carries these rocket components, it represents the strength of our nation’s supply chain and our role in connecting the country – linking industries, communities and opportunity from our rail network to the surface of the moon.” “From Northern Utah’s role in building the transcontinental railroad to powering exploration with our Space Launch System boosters, this partnership shows how American industries and innovation are building the future,” said Wendy Williams, vice president and general manager, launch and exploration, Northrop Grumman. Artemis III is planned as NASA’s second crewed mission in its Artemis lunar exploration program. The mission will test integrated operations between the Orion spacecraft and commercial landers from SpaceX and Blue Origin to lay the groundwork for future missions, including a planned lunar landing as early as 2028. Built by Wabtec, No. 4547 is the third in Union Pacific’s presidential locomotive series: No. 1616 honors President Abraham Lincoln, who founded Union Pacific in 1862, and No. 4141 recognizes President George H.W. Bush, a noted rail enthusiast. 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. NORTHROP GRUMMAN Northrop Grumman is a leading global aerospace and defense technology company. Our pioneering solutions equip our customers with the capabilities they need to connect and protect the world and push the boundaries of human exploration across the universe. Driven by a shared purpose to solve our customers’ toughest problems, our employees define possible every day. View source version on businesswire.com: https://www.businesswire.com/news/home/20260603422961/en/ Union Pacific Media Contact: Kristen South at media@up.com
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www.twitter.com/unionpacific Original: Union Pacific Railroad’s Newest Commemorative Locomotive No. 4547 Embarks on First Freight Mission Hauling Artemis III Rocket Parts

Creating America’s First Transcontinental Railroad: STB Accepts Union Pacific-Norfolk Southern Merger ApplicationMay 28, 2026 11:54 AM
Business Wire Union Pacific Corporation (NYSE: UNP) and Norfolk Southern Corporation (NYSE: NSC) today applauded the Surface Transportation Board (STB)’s decision to accept their merger application, calling it an important step toward a reinvigorated, more competitive U.S. railroad industry. The companies acknowledged the STB’s request for additional information on their amended merger application, reiterating their commitment to work constructively with the STB. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260528154189/en/ “We are confident this merger will deliver more reliable and lower-cost transportation options for American businesses,” said Union Pacific CEO Jim Vena. “We submitted a comprehensive, data-driven application backed by a detailed plan for seamless integration. We look forward to the opportunity to show the facts and demonstrate the benefits for our customers, employees and America.” “The time is right for a more competitive U.S. rail network that reduces costs for American shippers and consumers,” said Norfolk Southern President and CEO Mark George. “The added detail strengthened our analysis and enhanced integration planning in our amended application. We have more confidence than ever in the value this proposal will deliver for all stakeholders and look forward to a full and transparent review.” Enhanced Competition and Public Benefits The application’s analysis is the first in rail merger history to use 100% actual traffic data provided by all six North American Class I railroads, making it the most thorough assessment of market and operational impacts ever. Some of its key findings: A transcontinental railroad will create a stronger alternative to long-haul trucking, removing an estimated 2.1 million truckloads off the road annually. Giving shippers an attractive new option will make the entire supply chain more competitive, putting downward pressure on truck and rail prices. Manifest and bulk customers will save on inventory and equipment costs with the combined railroad’s faster, more reliable service. Shifting freight from higher-cost trucks to lower-cost rail is projected to save shippers an estimated $3.5 billion annually, helping lower costs across the supply chain. The merger will enhance competition by providing customers with access to seamless coast-to-coast rail service for the first time. For the limited group who will not directly benefit from a more competitive single-line option, Committed Gateway Pricing will allow more customers to share in the merger’s benefits. The combined network is projected to drive growth that will require approximately 1,200 net new union jobs by the merger’s third year. This growth is in addition to an unprecedented jobs-for-life guarantee – every union employee with a job at the time of the merger will continue to have one. Path Forward The process now moves into the merits-based review, during which the STB’s procedures recognize the agency may request additional information. In fact, in a previous merger transaction for a Class I railroad, the STB paused the procedural schedule after acceptance to obtain supplemental information about the transaction before later approving the merger. Union Pacific and Norfolk Southern will continue working closely with the STB to provide the requested information and further strengthen the record. Under the governing statute, the STB has 12 months from the date it publishes its acceptance to complete its evidentiary proceedings, providing a clear and defined path forward regardless of the timing of individual steps. Broad Support for a Transcontinental Railroad More than 2,000 stakeholders have submitted letters of support for the application, including customers, labor organizations, short line railroads, ports and business groups who believe a seamless transcontinental railroad will strengthen the U.S. supply chain and improve rail competitiveness. The two companies expect the transaction to be completed in mid-2027. For more information, visit AmericasGreatConnection.com. 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. About Norfolk Southern Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a 22-state freight transportation network. Committed to furthering sustainability, Norfolk Southern helps its customers avoid approximately 15 million tons of yearly carbon emissions by shipping via rail. Its dedicated team members deliver approximately 7 million carloads annually, from agriculture to consumer goods. Norfolk Southern also has the most extensive intermodal network in the eastern U.S. It serves a majority of the country's population and manufacturing base, with connections to every major container port on the Atlantic coast as well as major ports across the Gulf Coast and Great Lakes. Learn more by visiting www.NorfolkSouthern.com Cautionary Note Regarding Forward-Looking Statements Certain statements in this communication are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause Union Pacific’s, Norfolk Southern’s or the combined company’s actual results, levels of activity, performance, or achievements or those of the railroad industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “believe,” “project,” “estimate,” “intend,” “plan,” “pro forma,” or any variations or other comparable terminology. While Union Pacific and Norfolk Southern have based these forward-looking statements on those expectations, assumptions, estimates, beliefs and projections they view as reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond Union Pacific’s, Norfolk Southern’s or the combined company’s control, including but not limited to, in addition to factors disclosed in Union Pacific’s and Norfolk Southern’s respective filings with the U.S. Securities and Exchange Commission (the “SEC”): the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Union Pacific and Norfolk Southern providing for the acquisition of Norfolk Southern by Union Pacific (the “Transaction”); the risk that potential legal proceedings may be instituted against Union Pacific or Norfolk Southern and result in significant costs of defense, indemnification or liability; the possibility that the Transaction does not close when expected or at all because required Surface Transportation Board or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth from the Transaction, or that such benefits may take longer to realize or be more costly to achieve than expected, including as a result of changes in, or problems arising from, general economic and market conditions, tariffs, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Union Pacific and Norfolk Southern operate; disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; the costs associated with the anticipated length of time of the pendency of the Transaction, including the restrictions contained in the definitive merger agreement on the ability of Union Pacific and Norfolk Southern, respectively, to operate their respective businesses outside the ordinary course during the pendency of the Transaction; the diversion of Union Pacific’s and Norfolk Southern’s management’s attention and time from ongoing business operations and opportunities on merger-related matters; the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of Union Pacific’s or Norfolk Southern’s customers, suppliers, employees, labor unions or other business partners, including those resulting from the announcement or completion of the Transaction; the dilution caused by Union Pacific’s issuance of additional shares of its common stock in connection with the consummation of the Transaction; the risk of a downgrade of the credit rating of Union Pacific’s indebtedness, which could give rise to an obligation to redeem existing indebtedness; a material adverse change in the financial condition of Union Pacific, Norfolk Southern or the combined company; changes in domestic or international economic, political or business conditions, including those impacting the transportation industry (including customers, employees and supply chains); Union Pacific’s, Norfolk Southern’s and the combined company’s ability to successfully implement its respective operational, productivity, and strategic initiatives; a significant adverse event on Union Pacific’s or Norfolk Southern’s network, including, but not limited to, a mainline accident, discharge of hazardous materials, or climate-related or other network outage; the outcome of claims, litigation, governmental proceedings and investigations involving Union Pacific or Norfolk Southern, including, in the case of Norfolk Southern, those with respect to the Eastern Ohio incident; the nature and extent of Norfolk Southern’s environmental remediation obligations with respect to the Eastern Ohio incident; new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident; and a cybersecurity incident or other disruption to our technology infrastructure. This list of important factors is not intended to be exhaustive. These and other important factors, including those discussed under “Risk Factors” in Norfolk Southern’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 9, 2026 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000702165/000162828026006268/nsc-20251231.htm) and Norfolk Southern’s subsequent filings with the SEC, Union Pacific’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 6, 2026 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/100885/000010088526000037/unp-20251231.htm) and Union Pacific’s subsequent filings with the SEC, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. References to Union Pacific’s and Norfolk Southern’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. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, Union Pacific and Norfolk Southern disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law or regulation. View source version on businesswire.com: https://www.businesswire.com/news/home/20260528154189/en/ Union Pacific Media Inquiries:
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Diana Prauner
402-544-4227 or dprauner@up.com Norfolk Southern Media Inquiries:
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Investor Relations Original: Creating America’s First Transcontinental Railroad: STB Accepts Union Pacific-Norfolk Southern Merger Application

Union Pacific Corporation Declares Second Quarter 2026 DividendMay 14, 2026 4:15 PM
Business Wire The Board of Directors of Union Pacific Corporation (NYSE: UNP) has declared a quarterly dividend of $1.38 per share on the company’s common stock, payable June 30, 2026, to shareholders of record May 29, 2026. Union Pacific has paid dividends on its common stock for 127 consecutive years. 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. View source version on businesswire.com: https://www.businesswire.com/news/home/20260514250096/en/ Union Pacific Investor Contact: Diana Prauner at 402-544-4227 or dprauner @Xpaladin-3435 or kmsouth@up.com www.up.com
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Union Pacific Corporation CEO Jim Vena to Address the RBC Canadian Industrials ConferenceMay 14, 2026 8:00 AM
Business Wire Jim Vena, chief executive officer of Union Pacific Corporation (NYSE: UNP) will address the RBC Canadian Industrials Conference on Thursday, May 21, 2026, at 12:00 p.m. ET. A live webcast of the presentation will be available in the investor relations section of Union Pacific’s website at https://investor.unionpacific.com. A replay of the audio webcast will be available shortly thereafter. 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. View source version on businesswire.com: https://www.businesswire.com/news/home/20260514363427/en/ Union Pacific Investor Contact: Diana Prauner at 402-544-4227 or dprauner@up.com
Media Contact: Kristen South at 402-544-3435 or kmsouth@up.com www.up.com
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Creating America’s First Transcontinental Railroad: Union Pacific and Norfolk Southern’s Amended STB Merger Application Estimates Shippers Will Save $3.5 Billion AnnuallyApril 30, 2026 7:45 AM
Business Wire
Union Pacific Corporation (NYSE: UNP) and Norfolk Southern Corporation (NYSE: NSC) today submitted an amended merger application to the Surface Transportation Board (STB) seeking approval to create America’s first transcontinental railroad. Additional analysis reinforces that the combination will drive growth, enable substantial cost savings for shippers and strengthen the U.S. supply chain.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260430887534/en/
“After completing the additional work requested by the STB, the facts remain clear: This merger enhances competition and delivers real public benefits that make America’s supply chain stronger,” said Union Pacific CEO Jim Vena. “Our analysis uses complete systemwide traffic data provided by all Class I railroads to identify even more opportunities for our combined railroad to grow and compete.”


The analysis in the updated application is the first in rail merger history to use 100% actual traffic data provided by all six North American Class I railroads, rather than the sample data available from the STB – making it the most thorough assessment of market and operational impacts ever.


“This merger is fundamentally about growth,” said Norfolk Southern President and CEO Mark George. “Shippers have been clear about what they value, and the data backs it up. When single-line rail service is available, they choose it. Our combined network will deliver seamless freight moves within and across the Mississippi watershed markets with one Class I railroad accountable from origin to destination.”


Cost Savings for Shippers and Consumers


The deeper analysis confirms the merger will make rail significantly more competitive with long-haul trucking, taking approximately 2.1 million trucks off the road. Shifting freight from higher-cost trucks to low-cost rail will save shippers an estimated $3.5 billion annually – savings expected to flow through to consumer prices, making American goods more affordable. Shippers also will save on inventory and equipment costs with the combined railroad’s faster, more reliable service.


Positive Impact on Competition


The Union Pacific-Norfolk Southern combination is an end-to-end merger connecting the eastern and western United States with virtually no overlap. The goal: Growth through new routes and improved service that removes interchange handoffs that can add 24-48 hours and cost to the supply chain.


To meet the additional growth opportunities identified using the more robust Class I traffic data, the amended application increases the anticipated number of new premium intermodal lanes operating seven days a week from six to seven, with a new lane connecting Northern California and the Southeast. The analysis also confirms the combined company will have sufficient equipment and infrastructure capacity available to support the projected growth.


Additionally, the amended application confirms the merger will preserve customer access to competitive railroad alternatives and will have no meaningful impact on geographic competition or on the availability of independent routes.


“Our projections show the combined railroad will move about the same number of ton-miles as our Western competitor does today, underscoring how this merger will enhance competition in the marketplace,” Vena said. “That competition will spur innovation and help lower costs – benefits that shippers and American consumers will feel directly.”


More High-Paying Union Jobs


Additional growth also will create more high-paying union jobs. The amended application estimates the combined company will need 1,200 net new union jobs by the third year of the merger to handle new business, up from 900 in the original application. This growth is in addition to the unprecedented jobs-for-life guarantee – every union employee with a job at the time of the merger will continue to have one.


Projected Market Shares


As requested by the STB, the amended application includes more detailed market share projections that account for the growth the combined railroad expects to achieve as shippers shift traffic from trucks and other railroads to its faster, more reliable coast-to-coast service.


“The analysis confirms what we’ve been saying: Our merger will create strong growth by providing customers a superior service product, which in itself creates competition in the railroad industry,” George said. “The announcement of our merger alone has caused other railroads to respond with new offerings.”


Additional Transparency of Merger Agreement


In response to the STB’s request for additional documents related to Union Pacific and Norfolk Southern’s merger agreement, the amended application goes further than required by entering these documents into the public record.


The Terminal Railroad Association of St. Louis


The Terminal Railroad Association of St. Louis (TRRA) is a Class III railroad that operates 170 miles of track, including two bridges over the Mississippi River. Union Pacific owns 42.84% of TRRA and Norfolk Southern owns 14.29%. The railroads initially requested authority to take a temporary controlling interest in TRRA to allow them time, if needed, to sell enough shares to prevent Union Pacific from retaining a controlling interest post-merger. In the amended application, the railroads commit to divest or otherwise relinquish control of TRRA as a condition to the merger’s close, so there will be no control of TRRA.


Superior Data and Analysis Confirm Merger Benefits


“We appreciate the STB’s feedback and look forward to continuing to work with them through the process,” Vena said. “We are confident our updated application meets their guidance and presents an even stronger case for why America needs a seamless coast-to-coast railroad to reinvigorate the rail industry.”


The transaction remains subject to STB review and approval within its statutory timeline and will be subject to continuing STB oversight post-closure. The Union Pacific and Norfolk Southern application to the STB is available for public review on its website. The statements contained herein are qualified in their entirety by reference to the full application to the STB.


The two companies expect the transaction to be completed in the first half of 2027. For more information, visit AmericasGreatConnection.com.


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.


About Norfolk Southern


Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a 22-state freight transportation network. Committed to furthering sustainability, Norfolk Southern helps its customers avoid approximately 15 million tons of yearly carbon emissions by shipping via rail. Its dedicated team members deliver approximately 7 million carloads annually, from agriculture to consumer goods. Norfolk Southern also has the most extensive intermodal network in the eastern U.S. It serves a majority of the country's population and manufacturing base, with connections to every major container port on the Atlantic coast as well as major ports across the Gulf Coast and Great Lakes. Learn more by visiting www.NorfolkSouthern.com.


Cautionary Note Regarding Forward-Looking Statements


Certain statements in this communication are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause Union Pacific’s, Norfolk Southern’s or the combined company’s actual results, levels of activity, performance, or achievements or those of the railroad industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “believe,” “project,” “estimate,” “intend,” “plan,” “pro forma,” or any variations or other comparable terminology.


While Union Pacific and Norfolk Southern have based these forward-looking statements on those expectations, assumptions, estimates, beliefs and projections they view as reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond Union Pacific’s, Norfolk Southern’s or the combined company’s control, including but not limited to, in addition to factors disclosed in Union Pacific’s and Norfolk Southern’s respective filings with the U.S. Securities and Exchange Commission (the “SEC”): the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Union Pacific and Norfolk Southern providing for the acquisition of Norfolk Southern by Union Pacific (the “Transaction”); the risk that potential legal proceedings may be instituted against Union Pacific or Norfolk Southern and result in significant costs of defense, indemnification or liability; the possibility that the Transaction does not close when expected or at all because required Surface Transportation Board or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth from the Transaction, or that such benefits may take longer to realize or be more costly to achieve than expected, including as a result of changes in, or problems arising from, general economic and market conditions, tariffs, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Union Pacific and Norfolk Southern operate; disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; the costs associated with the anticipated length of time of the pendency of the Transaction, including the restrictions contained in the definitive merger agreement on the ability of Union Pacific and Norfolk Southern, respectively, to operate their respective businesses outside the ordinary course during the pendency of the Transaction; the diversion of Union Pacific’s and Norfolk Southern’s management’s attention and time from ongoing business operations and opportunities on merger-related matters; the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of Union Pacific’s or Norfolk Southern’s customers, suppliers, employees, labor unions or other business partners, including those resulting from the announcement or completion of the Transaction; the dilution caused by Union Pacific’s issuance of additional shares of its common stock in connection with the consummation of the Transaction; the risk of a downgrade of the credit rating of Union Pacific’s indebtedness, which could give rise to an obligation to redeem existing indebtedness; a material adverse change in the financial condition of Union Pacific, Norfolk Southern or the combined company; changes in domestic or international economic, political or business conditions, including those impacting the transportation industry (including customers, employees and supply chains); Union Pacific’s, Norfolk Southern’s and the combined company’s ability to successfully implement its respective operational, productivity, and strategic initiatives; a significant adverse event on Union Pacific’s or Norfolk Southern’s network, including, but not limited to, a mainline accident, discharge of hazardous materials, or climate-related or other network outage; the outcome of claims, litigation, governmental proceedings and investigations involving Union Pacific or Norfolk Southern, including, in the case of Norfolk Southern, those with respect to the Eastern Ohio incident; the nature and extent of Norfolk Southern’s environmental remediation obligations with respect to the Eastern Ohio incident; new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident; and a cybersecurity incident or other disruption to our technology infrastructure.


This list of important factors is not intended to be exhaustive. These and other important factors, including those discussed under “Risk Factors” in Norfolk Southern’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 9, 2026 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000702165/000162828026006268/nsc-20251231.htm) and Norfolk Southern’s subsequent filings with the SEC, Union Pacific’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 6, 2026 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/100885/000010088526000037/unp-20251231.htm) and Union Pacific’s subsequent filings with the SEC, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. References to Union Pacific’s and Norfolk Southern’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. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, Union Pacific and Norfolk Southern disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law or regulation.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260430887534/en/
Union Pacific Media Inquiries:

media@up.com


Union Pacific Investor Inquiries:

Diana Prauner

402-544-4227 or dprauner@up.com


Norfolk Southern Media Inquiries:

media.relations@nscorp.com


Norfolk Southern Investor Inquiries:

Investor Relations


Original: Creating America’s First Transcontinental Railroad: Union Pacific and Norfolk Southern’s Amended STB Merger Application Estimates Shippers Will Save $3.5 Billion Annually

Union Pacific’s Big Boy to Tour the Northeast for First Time in Honor of America’s 250th AnniversaryApril 28, 2026 2:30 PM
Business Wire
Eastern leg of historic coast-to-coast tour brings Big Boy onto Norfolk Southern tracks with more than 50 whistle-stops and display days across eight cities


Union Pacific’s famed Big Boy No. 4014, the world’s largest operating steam locomotive, will journey to the East Coast for the first time in collaboration with Norfolk Southern, as part of a historic coast-to-coast tour as both railroads celebrate America’s 250th anniversary. The tour includes a Fourth of July celebration in Philadelphia, major display events in eight cities and more than 50 whistle-stops in 10 states, including stops for the first time in Indiana, Ohio, New York and Pennsylvania.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260428506229/en/Union Pacific's Big Boy No. 4014, the world's largest operating steam locomotive
This is the first time Big Boy has steamed across the Mississippi River and into the Ohio Valley since it was built in Schenectady, New York, and delivered to Union Pacific Railroad in 1941. As Big Boy makes this highly-anticipated journey, the eastern portion of the tour will operate across the Norfolk Southern network, marking a historic collaboration between two of the nation’s storied railroads and bringing the legendary locomotive back to communities that helped power America’s industrial rise.


“Union Pacific couldn’t be prouder to share this powerful piece of history with the nation and to be a part of America’s birthday celebration,” said Union Pacific CEO Jim Vena. “This tour celebrates our company’s rich 164-year history, our nation’s amazing story and the people who have helped build our great country and our railroad.”


“Railroads helped build this nation by connecting people, communities and commerce – work carried forward for generations by dedicated railroaders,” said Norfolk Southern President and CEO Mark George. “As the United States approaches its 250th anniversary, Union Pacific’s Big Boy’s return to the East on Norfolk Southern rails reflects a shared legacy.”


The eastern leg of the tour starts May 25 from Cheyenne, Wyoming.


Big Boy officially launched its 2026 coast-to-coast tour on April 10 from downtown Sacramento near historic Milepost 0 – the site where Central Pacific began construction on the nation’s first transcontinental railroad in 1863.


The route through the Ohio Valley, Pennsylvania and the Northeast reflects the historic role railroads played in shaping America’s economic heartland, connecting factories, ports and population centers and fueling the nation’s growth across generations. For nearly 200 years, Norfolk Southern and its predecessor railroads have served these corridors, helping move the people and goods that built the modern United States.


The eight major public display events are:



May 30 – Omaha, Nebraska (home of Union Pacific’s headquarters)



June 3 – West Chicago, Illinois



June 10 – Buffalo, New York



June 15-16 – Scranton, Pennsylvania



July 4-5 – Philadelphia, Pennsylvania



July 9-10 – Altoona, Pennsylvania



July 14 – Fostoria, Ohio



July 19 – St. Louis, Missouri



Big Boy will be accompanied on the trip by several historical passenger cars from Union Pacific’s Heritage Fleet, along with two commemorative locomotives:



No. 1616 Abraham Lincoln locomotive, which commemorates the country’s 16th president and Union Pacific’s founder,



No. 1776 – America250, which features the emblem of the America250 Semiquincentennial Commission, the national nonpartisan organization established by Congress to lead the nation’s 250th anniversary.



On the eastern leg of the trip, Big Boy will be accompanied by Norfolk Southern commemorative locomotives as well as a historical passenger car from Norfolk Southern’s Heritage Fleet. The coast to coast tour highlights the histories of Union Pacific in the West and Norfolk Southern and its predecessors in the East, reflecting the shared legacy of American railroads serving as the backbone of the country’s economic growth. In the coming weeks, Norfolk Southern will unveil its commemorative U.S. 250 series.


In addition to the public display days, rail fans can see this historic machine in action at whistle-stops, generally 15- to 30- minutes long. The time and location for each stop – and instructions for ticketed events – can be found at UP.com.


Nebraska

May 25 – Kimball

May 26 – Ogallala

May 28 – Gothenburg, Overton, Kearney, Grand Island

May 29 – Columbus


Iowa

May 31 – Denison, Carroll

June 1 – Tama, Belle Plaine

June 2 – Grand Mound


Illinois

June 2 – Sterling, Rochelle

July 18 – Springfield, Girard


Indiana

June 5 – Argos

July 16 – Knox


Ohio

June 6 – Continental, Fostoria

June 8 – Lorain, Euclid

July 12 – Struthers

July 13 – Rocky River

July 15 – Continental


New York

June 9 – Ripley

June 11 – Silver Springs, Hornell, Letchworth State Park (park admission required)

June 12 – Owego


Pennsylvania

June 9 – North East

June 13 – Nicholson

June 17-30 – Scranton, Steamtown National Historic Site, locomotive maintenance (park admission required)

July 2 – Reading, Pottstown

July 7 – Lebanon

July 8 – Lewistown, Altoona

July 11 – Cresson, Leetsdale, Historic Horseshoe Curve; ticketed event.


Missouri

July 20 – Pacific, Hermann

July 21 – California, Kansas City

July 22 – Kansas City


Kansas

July 23 – Topeka, Salina

July 24 – Wilson, Hays

July 25 – Hays

July 26 – Grainfield


Colorado

July 27 – Kit Carson, Strasburg

July 29 – Greeley


Wyoming

July 29 – Home in Cheyenne


As part of the tour, the Union Pacific Museum will be selling tickets to ride in vintage passenger cars pulled by Big Boy through the Poconos Mountains in Pennsylvania on June 14. Interested riders can purchase tickets here.


The tour ends July 29 in Cheyenne, after traveling through a total of 14 states: California, Colorado, Illinois, Indiana, Iowa, Kansas, Missouri, Nebraska, Nevada, New York, Ohio, Pennsylvania, Utah and Wyoming.


Anyone interested in learning more is invited to join Union Pacific’s Steam Club at upsteam.com.


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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260428506229/en/
Union Pacific Media Contact:

Robynn Tysver at 402-544-6037 or media@up.com

www.up.com

www.facebook.com/unionpacific

www.twitter.com/unionpacific


Original: Union Pacific’s Big Boy to Tour the Northeast for First Time in Honor of America’s 250th Anniversary

Union Pacific Recognizes 138 Companies with Pinnacle Award for Safely Shipping Hazardous MaterialsApril 27, 2026 10:00 AM
Business Wire
Union Pacific Railroad recognized 138 companies with the 2025 Pinnacle Award for their dedication and commitment to safely transporting chemicals by rail. The annual award honors customers who implement release prevention protocols, corrective action plans and have zero non-accident releases of regulated hazardous materials shipments.


“Congratulations to our Pinnacle Award recipients, who set the standard for safely shipping hazardous materials,” said Kenny Rocker, executive vice president-Marketing and Sales. “Safety is a shared responsibility, and these customers show a strong commitment to protecting communities while keeping the rail network moving safely.”


Union Pacific shares the same objective as its customers to safely deliver every tank car every day, and 99.99% of the hazmat shipments moved by U.S. freight railroads arrive safely. Union Pacific’s Hazardous Materials Safety team supports customers with joint rail safety training programs and rail car inspections. Hazmat teams are located regionally across Union Pacific’s 23-state network with a four-prong mission: Prevention, Preparedness, Response and Recovery. More information about these efforts is available at UP.com.


The 2025 Pinnacle Award winners are:


4J Energy, LLC

Aeropres Corporation

Alliance Energy Services LLC

Altivia

AmeriGas Propane LP

AmSty LLC

Arcanum Infrastructure LLC

Archer Daniels Midland Co.

Arclin

Arkalon Ethanol, LLC

Arkema Inc.

Ascend Performance Materials

Aux Sable Liquid Products

Ballast Partners LLC

Berryman Chemical Inc

Bluewing Midstream

bp

Cargill Inc

Celanese International Corp

Cenovus Energy Inc.

Centennial Energy LLC

CF Industries

ChampionX LLC

Chemtrade Logistics Inc.

Chevron Phillips Chemical Company LP

Chief Ethanol Fuels, Inc.

CHS INC

CIE Norfolk GNS, LLC

Citgo Petroleum

Cornerstone Chemical Co.

Corteva Agriscience, LLC

Crystal Clean, LLC

Deer Park Refining LP

Dover Chemical

DuPont

Dyno Nobel Inc

Eastman Chemical Company

Eco Services Operations Corp

Elite Octane LLC

ERCO Worldwide (USA) Inc

Evonik Corp

ExxonMobil

Flashpoint Energy Partners, LLC

Flint Hills Resources

Formosa Plastics Corporation, U.S.A.

Gantrade Corporation

Helm U.S. Corporation

Heron Lake BioEnergy LLC

Hexion Inc

HF Sinclair Corporation

HJ Baker Sulphur LLC

Howard Energy Partners

Hunt Refining Co

Huntsman International LLC

Huron Energy, LLC

IMTT

Indorama Ventures

Ineos Oligomers Usa LLC

INEOS Phenol

Inter Pipeline Ltd

Interacid North America

Inter-Chem

International Raw Materials LTD

INVISTA

Irving Oil Ltd.

Itafos Conda LLC

Kemira

Kern Oil & Refining Co (dba Kern Energy)

Keyera

Kiros Energy Marketing ULC

Koch Fertilizer LLC

Koch Methanol

LACC LLC

LBC Houston LP

Linde Inc

LiquidPower Specialty Products Inc. (LSPI)

Louis Dreyfus Company Grand Junction

LyondellBasell

MEGlobal Americas

Messer LLC

Metalúrgica de Cobre

Methanex Corporation

Midstream Energy Partners

Midwest Terminals

Mitsubishi Chemical Group

MMTX, INC

Monument Chemical Houston LLC

Nan Ya Plastics Corporation

Nexpera LLC

NGL Supply Co Ltd.

Nippon Chemical Texas Inc

Nouryon Chemicals LLC

NOVA Chemicals Corporation

Novus International Holdings, L.L.C.

Nutrien

Odfjell Terminals (Houston) Inc

Olin Corporation

Orica USA Inc

OXEA Corporation

OxyChem

Par Pacific Holdings

Patriot Rail

PCI Nitrogen LLC

Pencco, Inc.

Pilot Travel Centers LLC

Plains Marketing, LP

RPMG LLC

Sabic Innovative Plastics

Sawtooth Caverns

Shell Chemical LP

Shintech Louisiana, LLC

SI Group, Inc

SNF Holding Company

Solvay Chemicals

Southern Ionics Incorporated

Southwest Iowa Renewable Energy, LLC

Stepan Company

Sterling Ethanol, LLC

Suncor Energy (USA) Inc

Syensqo USA LLC

Synthomer Adhesive Technologies LLC

TDC, L.L.C.

Teleos Ag Solutions

Tessenderlo Kerley Inc.

Texon Midstream LLC

The Chemours Company

The Dow Chemical Company

The Williams Companies, Inc.

TotalEnergies Petrochemicals & Refining USA, Inc.

TPC Group

Twin Eagle Terminals & Logistics, LLC.

U.S. Energy

United Energy Trading LLC

Valero Energy Corp

Wanhua Chemical (America) Company LTD

WE Soda Wyoming LP

Western Plains Energy, LLC

Wildcat Midstream Limited Partnership


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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260427589563/en/
Union Pacific Media Contact: Jill Micek at 402-544-5034 or media@up.com

www.up.com

www.facebook.com/unionpacific

www.twitter.com/unionpacific


Original: Union Pacific Recognizes 138 Companies with Pinnacle Award for Safely Shipping Hazardous Materials

Union Pacific tops Q1 expectations as efficiency improvements support profitsApril 23, 2026 10:04 AM
IH Market News
Union Pacific Corporation (NYSE:UNP) reported first-quarter results on Thursday that came in ahead of analyst forecasts, driven by stronger efficiency and solid revenue performance.Adjusted earnings per share reached $2.93, exceeding the consensus estimate of $2.86, as the rail operator delivered record operating revenue and improved key performance metrics.Revenue totaled $6.22 billion, slightly above expectations of $6.21 billion and up 3% year-on-year. Freight revenue rose 4%, supported by core pricing gains, fuel surcharge income, and a favorable business mix, although partially offset by a 1% decline in carloads. The adjusted operating ratio improved by 80 basis points to 59.9%. Shares rose 1.4% following the announcement.



Operational momentum continues



“Our safety, service, and operating momentum continued in the first quarter as we further challenged ‘what’s possible’ from our great railroad,” said Jim Vena, Chief Executive Officer. “We grew reported net income 5%, increased earnings per share 6%, and improved our operating ratio.”



Profit growth and cost impacts



Net income came in at $1.7 billion for the quarter, compared with $1.6 billion in the same period last year. The results included merger-related costs of $36 million, or $0.06 per diluted share.



Efficiency gains across operations



The company reported improvements across several operational metrics. Freight car velocity increased 9% to 235 miles per day per car, while average terminal dwell time improved 11% to 19.7 hours. Locomotive productivity rose 6%, and fuel efficiency improved by 4%.



Outlook maintained for 2026



Union Pacific reaffirmed its outlook for 2026, expecting mid-single-digit growth in earnings per share along with continued improvement in its operating ratio.The company maintained its capital expenditure plan of $3.3 billion and reiterated its commitment to steady annual dividend increases. Management also expects pricing gains to outpace inflation while continuing to meet customer demand in a subdued economic environment.Union Pacific stock price

Original: Union Pacific tops Q1 expectations as efficiency improvements support profits

Union Pacific Reports First Quarter 2026 ResultsApril 23, 2026 7:45 AM
Business Wire

Diluted earnings per share (EPS) of $2.87 and adjusted diluted EPS* of $2.93



Operating ratio (OR) of 60.5% and adjusted OR* of 59.9%



Freight revenue increased 4%



Union Pacific Corporation (NYSE: UNP) today reported 2026 first quarter net income of $1.7 billion, or $2.87 per diluted share. Results include merger costs of $36 million, or $0.06 per diluted share. Adjusted 2026 first quarter net income* of $1.7 billion, or $2.93 per diluted share* compares to 2025 first quarter net income of $1.6 billion, or $2.70 per diluted share.


"Our safety, service, and operating momentum continued in the first quarter as we further challenged 'what's possible' from our great railroad," said Jim Vena, Union Pacific Chief Executive Officer. "We grew reported net income 5%, increased earnings per share 6%, and improved our operating ratio. As we advance through the regulatory process to create America’s first transcontinental railroad, we have a solid foundation for another year of industry-leading results."


First Quarter Summary: 2026 vs. 2025


Financial Results: Record First Quarter Operating Revenue, Operating Income, Net Income, Freight Revenue, and Freight Revenue excluding Fuel Surcharge



Operating revenue of $6.2 billion grew 3% driven by core pricing gains, fuel surcharge revenue, and business mix partially offset by 1% fewer carloads and lower other revenue.



Freight revenue increased 4% and freight revenue excluding fuel surcharge grew 3%.



Reported operating ratio was 60.5%, an improvement of 20 basis points. Adjusted operating ratio* was 59.9%, an improvement of 80 basis points.



Operating Results: Best Ever Quarter for Terminal Dwell and Locomotive Productivity; Best First Quarter for Freight Car Velocity, Train Length, Workforce Productivity, and Fuel Consumption Rate



Reportable personal injury rate and reportable derailment rate both improved.



Freight car velocity was 235 daily miles per car, a 9% increase.



Average terminal dwell was 19.7 hours, an 11% improvement.



Locomotive productivity was 144 gross ton-miles (GTMs) per horsepower day, a 6% increase.



Fuel consumption rate was 1.064, measured in gallons of fuel per thousand GTMs, a 4% improvement.



Workforce productivity was 1,163 car miles per employee, a 7% increase.





* See attached supplemental schedule of non-GAAP measures for a reconciliation to GAAP.







On Track With Investor Day Targets



2026 Outlook Affirmed:


Meeting customer demand with strong service; muted economic forecast.



Pricing dollars in excess of inflation dollars.



Reported earnings per share growth of mid-single digit; consistent with attaining 3-year CAGR target of high-single to low-double digit through 2027.



Operating ratio improvement; industry-leading operating ratio and return on invested capital.



Continued strong cash generation.



Capital allocation:


Capital plan of $3.3 billion.



Consistent annual dividend increases.









First Quarter 2026 Earnings Conference Call


Union Pacific will webcast its first quarter 2026 earnings release presentation live at www.up.com/investor and via teleconference on Thursday, April 23, 2026, 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.


Supplemental financial information is attached.


Certain statements in this communication are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause the Company’s (or, as it relates to the Transaction (as defined below), the combined company of Norfolk Southern and Union Pacific (referred to hereinafter as the combined company) actual results, levels of activity, performance, or achievements or those of the railroad industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “believe,” “project,” “estimate,” “intend,” “plan,” “pro forma,” or any variations or other comparable terminology.


While the Company has based these forward-looking statements on those expectations, assumptions, estimates, beliefs and projections they view as reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control, including but not limited to, in addition to factors disclosed in the Company’s, as well as Norfolk Southern’s (as it relates to the proposed combination of it with the Company) respective filings with the U.S. Securities and Exchange Commission (the “SEC”): the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between the Company and Norfolk Southern providing for the acquisition of Norfolk Southern by Union Pacific (the “Transaction”); the risk that potential legal proceedings may be instituted against the Company or Norfolk Southern and result in significant costs of defense, indemnification or liability; the possibility that the Transaction does not close when expected or at all because required Surface Transportation Board or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth from the Transaction, or that such benefits may take longer to realize or be more costly to achieve than expected, including as a result of changes in, or problems arising from, general economic and market conditions, tariffs, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which the Company and Norfolk Southern operate; disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; the costs associated with the anticipated length of time of the pendency of the Transaction, including the restrictions contained in the definitive merger agreement on the ability of the Company and Norfolk Southern, respectively, to operate their respective businesses outside the ordinary course during the pendency of the Transaction; the diversion of the Company’s and Norfolk Southern’s management’s attention and time from ongoing business operations and opportunities on merger-related matters; the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of the Company’s or Norfolk Southern’s customers, suppliers, employees, labor unions or other business partners, including those resulting from the announcement or completion of the Transaction; the dilution caused by the Company’s issuance of additional shares of its common stock in connection with the consummation of the Transaction; the risk of a downgrade of the credit rating of the Company’s indebtedness, which could give rise to an obligation to redeem existing indebtedness; a material adverse change in the financial condition of the Company, Norfolk Southern or the combined company; changes in domestic or international economic, political or business conditions, including those impacting the transportation industry (including customers, employees and supply chains); the Company’s, Norfolk Southern’s and the combined company’s ability to successfully implement its respective operational, productivity, and strategic initiatives; a significant adverse event on the Company’s or Norfolk Southern’s network, including, but not limited to, a mainline accident, discharge of hazardous materials, or climate-related or other network outage; the outcome of claims, litigation, governmental proceedings and investigations involving the Company or Norfolk Southern, including, in the case of Norfolk Southern, those with respect to the Eastern Ohio incident; the nature and extent of Norfolk Southern’s environmental remediation obligations with respect to the Eastern Ohio incident; new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident; and a cybersecurity incident or other disruption to our technology infrastructure.


This list of important factors is not intended to be exhaustive. These and other important factors, including those discussed under “Risk Factors” in Norfolk Southern’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 9, 2026 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000702165/000162828026006268/nsc-20251231.htm) and Norfolk Southern’s subsequent filings with the SEC, the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 6, 2026 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/100885/000010088526000037/unp-20251231.htm) and the Company’s subsequent filings with the SEC, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. References to the Company’s and Norfolk Southern’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. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, the Company and Norfolk Southern disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law or regulation.




 




UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES




Condensed Consolidated Statements of Income (unaudited)




 








Millions, except per share amounts and percentages, for the periods ended March 31,







 






2026






 






 






 






2025






 






 






%








Operating revenues







 







 







 








Freight revenues







$






5,893






 







$






5,691






 







4






%








Other revenues







 






324






 







 






336






 







(4






)








Total operating revenues







 






6,217






 







 






6,027






 







3






 








Operating expenses







 







 







 








Compensation and benefits







 






1,227






 







 






1,212






 







1






 








Purchased services and materials







 






673






 







 






631






 







7






 








Fuel







 






643






 







 






603






 







7






 








Depreciation







 






633






 







 






610






 







4






 








Equipment and other rents







 






219






 







 






241






 







(9






)








Other







 






364






 







 






359






 







1






 








Total operating expenses







 






3,759






 







 






3,656






 







3






 








Operating income







 






2,458






 







 






2,371






 







4






 








Other income, net







 






91






 







 






78






 







17






 








Interest expense







 






(320






)







 






(322






)







(1






)








Income before income taxes







 






2,229






 







 






2,127






 







5






 








Income tax expense







 






(528






)







 






(501






)







5






 








Net income







$






1,701






 







$






1,626






 







5






%








 







 







 







 








Share and per share







 







 







 








Earnings per share - basic







$






2.87






 







$






2.71






 







6






%








Earnings per share - diluted







$






2.87






 







$






2.70






 







6






 








Weighted average number of shares - basic







 






593.0






 







 






601.0






 







(1






)








Weighted average number of shares - diluted







 






593.6






 







 






601.9






 







(1






)








Dividends declared per share







$






1.38






 







$






1.34






 







3






 








 







 







 







 








Operating ratio







 






60.5






%







 






60.7






%







(0.2) pts








Effective tax rate







 






23.7






%







 






23.6






%







0.1 pts









 




UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES




Freight Revenues Statistics (unaudited)




 








For the periods ended March 31,







 






2026






 






 






 






2025






 






 






%








Freight revenues (millions)







 







 







 








Grain & grain products







$






1,057








$






950








11






%








Fertilizer







 






236






 







 






210






 







12






 








Food & refrigerated







 






247






 







 






260






 







(5






)








Coal & renewables







 






486






 







 






416






 







17






 








Bulk







 






2,026






 







 






1,836






 







10






 








Industrial chemicals & plastics







 






655






 







 






607






 







8






 








Metals & minerals







 






555






 







 






521






 







7






 








Forest products







 






318






 







 






321






 







(1






)








Energy & specialized markets







 






663






 







 






633






 







5






 








Industrial







 






2,191






 







 






2,082






 







5






 








Automotive







 






560






 







 






581






 







(4






)








Intermodal







 






1,116






 







 






1,192






 







(6






)








Premium







 






1,676






 







 






1,773






 







(5






)








Total







$






5,893






 







$






5,691






 







4






%








Revenue carloads (thousands)







 







 







 








Grain & grain products







 






243






 







 






214






 







14






%








Fertilizer







 






52






 







 






49






 







6






 








Food & refrigerated







 






39






 







 






43






 







(9






)








Coal & renewables







 






214






 







 






185






 







16






 








Bulk







 






548






 







 






491






 







12






 








Industrial chemicals & plastics







 






181






 







 






169






 







7






 








Metals & minerals







 






183






 







 






174






 







5






 








Forest products







 






49






 







 






51






 







(4






)








Energy & specialized markets







 






147






 







 






143






 







3






 








Industrial







 






560






 







 






537






 







4






 








Automotive







 






183






 







 






195






 







(6






)








Intermodal [a]







 






792






 







 






874






 







(9






)








Premium







 






975






 







 






1,069






 







(9






)








Total







 






2,083






 







 






2,097






 







(1






)%








Average revenue per car







 







 







 








Grain & grain products







$






4,345






 







$






4,434






 







(2






)%








Fertilizer







 






4,564






 







 






4,339






 







5






 








Food & refrigerated







 






6,414






 







 






6,058






 







6






 








Coal & renewables







 






2,270






 







 






2,250






 







1






 








Bulk







 






3,700






 







 






3,744






 







(1






)








Industrial chemicals & plastics







 






3,620






 







 






3,601






 







1






 








Metals & minerals







 






3,028






 







 






2,986






 







1






 








Forest products







 






6,505






 







 






6,264






 







4






 








Energy & specialized markets







 






4,505






 







 






4,433






 







2






 








Industrial







 






3,911






 







 






3,877






 







1






 








Automotive







 






3,058






 







 






2,971






 







3






 








Intermodal [a]







 






1,408






 







 






1,364






 







3






 








Premium







 






1,718






 







 






1,658






 







4






 








Average







$






2,829






 







$






2,714






 







4






%








 




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









 




UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES




Condensed Consolidated Statements of Financial Position (unaudited)




 








Millions







Mar. 31,

2026






 






Dec. 31,

2025








Assets







 







 








Cash and cash equivalents







$






735








$






1,266









Other current assets







 






3,480






 







 






3,289






 








Investments







 






2,954






 







 






2,885






 








Properties, net







 






59,955






 







 






59,645






 








Operating lease assets







 






907






 







 






1,036






 








Other assets







 






1,613






 







 






1,577






 








Total assets







$






69,644






 







$






69,698






 








 







 







 








Liabilities and common shareholders' equity







 







 








Debt due within one year







$






867






 







$






1,520






 








Other current liabilities







 






3,735






 







 






3,494






 








Debt due after one year







 






29,784






 







 






30,294






 








Operating lease liabilities







 






619






 







 






738






 








Deferred income taxes







 






13,475






 







 






13,421






 








Other long-term liabilities







 






1,746






 







 






1,764






 








Total liabilities







 






50,226






 







 






51,231






 








Total common shareholders' equity







 






19,418






 







 






18,467






 








Total liabilities and common shareholders' equity







$






69,644






 







$






69,698






 









 




UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES




Condensed Consolidated Statements of Cash Flows (unaudited)




 








Millions, for the periods ended March 31,







 






2026






 






 






 






2025






 








Operating activities







 







 








Net income







$






1,701






 







$






1,626






 








Depreciation







 






633






 







 






610






 








Deferred and other income taxes







 






54






 







 






(7






)








Other - net







 






52






 







 






(19






)








Cash provided by operating activities







 






2,440






 







 






2,210






 








Investing activities







 







 








Capital investments*







 






(937






)







 






(906






)








Other - net







 






(51






)







 






(32






)








Cash used in investing activities







 






(988






)







 






(938






)








Financing activities







 







 








Debt repaid







 






(1,172






)







 






(370






)








Dividends paid







 






(821






)







 






(804






)








Debt issued







 






-






 







 






1,996






 








Share repurchase programs







 






-






 







 






(1,420






)








Accelerated share repurchase programs pending final settlement







 






-






 







 






(300






)








Other - net







 






12






 







 






20






 








Cash used in financing activities







 






(1,981






)







 






(878






)








Net change in cash, cash equivalents, and restricted cash







 






(529






)







 






394






 








Cash, cash equivalents, and restricted cash at beginning of year







 






1,280






 







 






1,028






 








Cash, cash equivalents, and restricted cash at end of period







$






751






 







$






1,422






 








Free cash flow**







 







 








Cash provided by operating activities







$






2,440






 







$






2,210






 








Cash used in investing activities







 






(988






)







 






(938






)








Dividends paid







 






(821






)







 






(804






)








Free cash flow







$






631






 







$






468






 









*






Capital investments include locomotive and freight car early lease buyouts of $176 million in 2026 and $127 million in 2025.








**






Free cash flow is defined as cash provided by operating activities less cash used in investing activities and dividends paid. Free cash flow is considered a non-GAAP financial measure by SEC Regulation G and Item 10(e) of SEC Regulation S-K and may not be defined and calculated by other companies in the same manner. We believe free cash flow is important to management and investors in evaluating our financial performance and measures our ability to generate cash without additional external financing. Free cash flow should be considered in addition to, rather than as a substitute for, cash provided by operating activities.









 




UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES




Operating and Performance Statistics (unaudited)




 








For the periods ended March 31,







 






2026






 






 






 






2025






 






 






%








Operating/performance statistics







 







 







 








Freight car velocity (daily miles per car)







 






235








 






215








9






%








Average train speed (miles per hour)*







 






25.5






 







 






23.7






 







8






 








Average terminal dwell time (hours)*







 






19.7






 







 






22.1






 







(11






)








Locomotive productivity (GTMs per horsepower day)







 






144






 







 






136






 







6






 








Gross ton-miles (GTMs) (millions)







 






220,582






 







 






212,792






 







4






 








Train length (feet)







 






9,746






 







 






9,490






 







3






 








Intermodal service performance index (%)







 






98






 







 






94






 







4 pts








Manifest service performance index (%)







 






98






 







 






93






 







5 pts








Workforce productivity (car miles per employee)







 






1,163






 







 






1,091






 







7






 








Total employees (average)







 






28,647






 







 






30,146






 







(5






)








 







 







 







 








Locomotive fuel statistics







 







 







 








Average fuel price per gallon consumed







$






2.69






 







$






2.51






 







7






%








Fuel consumed in gallons (millions)







 






235






 







 






236






 







-






 








Fuel consumption rate**







 






1.064






 







 






1.107






 







(4






)








 







 







 







 








Revenue ton-miles (millions)







 







 







 








Grain & grain products







 






24,094






 







 






21,144






 







14






%








Fertilizer







 






3,795






 







 






3,431






 







11






 








Food & refrigerated







 






4,328






 







 






4,540






 







(5






)








Coal & renewables







 






25,644






 







 






20,214






 







27






 








Bulk







 






57,861






 







 






49,329






 







17






 








Industrial chemicals & plastics







 






8,104






 







 






7,737






 







5






 








Metals & minerals







 






8,553






 







 






8,098






 







6






 








Forest products







 






5,014






 







 






5,269






 







(5






)








Energy & specialized markets







 






9,979






 







 






9,719






 







3






 








Industrial







 






31,650






 







 






30,823






 







3






 








Automotive







 






4,152






 







 






4,444






 







(7






)








Intermodal







 






17,835






 







 






19,415






 







(8






)








Premium







 






21,987






 







 






23,859






 







(8






)








Total







 






111,498






 







 






104,011






 







7






%









*






Surface Transportation Board (STB) reported performance measures.








**






Fuel consumption is computed as follows: gallons of fuel consumed divided by gross ton-miles in thousands.









 




UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES




Non-GAAP Measures Reconciliation to GAAP (unaudited)




 








Financial Performance*







 







 







 








Millions, except per share amounts and percentages,




for the three months ended March 31, 2026







Reported

results

(GAAP)







Acquisition-

related

expense







Adjusted

results

(non-GAAP)








Operating expenses







$






3,759






 







$






(36






)







$






3,723






 








Operating income







 






2,458






 







 






36






 







 






2,494






 








Income tax expense [a]







 






(528






)







 






-






 







 






(528






)








Net income







 






1,701






 







 






36






 







 






1,737






 








Earnings per share - diluted







 






2.87






 







 






0.06






 







 






2.93






 








Operating ratio







 






60.5






%







 






(0.6






)%







 






59.9






%









[a]






Certain acquisition-related costs are non-deductible for income tax purposes.




 








*






The above table reconcile our results for the three months ended March 31, 2026, to adjusted results that exclude the impact of certain items identified as affecting comparability. We use adjusted operating expenses, 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. The measures listed in the above table are considered non-GAAP by SEC Regulation G and Item 10(e) of SEC Regulation S-K. 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 expenses, operating income, net income, diluted EPS, and operating ratio as indicators of operating performance.









 




UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES




Non-GAAP Measures Reconciliation to GAAP (unaudited)




 








Debt / net income







 







 








Millions, except ratios




for the trailing twelve months ended [1]







Mar. 31,

2026







Dec. 31,

2025








Debt







$






30,651








$






31,814









Net income







 






7,213






 







 






7,138






 








Debt / net income







 






4.2






 







 






4.5






 









Adjusted debt / adjusted EBITDA







 







 








Millions, except ratios




for the trailing twelve months ended [1]







Mar. 31,

2026







Dec. 31,

2025








Net income







$






7,213






 







$






7,138






 








Add:







 







 








Income tax expense







 






2,055






 







 






2,028






 








Depreciation







 






2,488






 







 






2,465






 








Interest expense







 






1,307






 







 






1,309






 








EBITDA







$






13,063






 







$






12,940






 








Adjustments:







 







 








Other income, net







 






(642






)







 






(629






)








Interest on operating lease liabilities [2]







 






35






 







 






40






 








Adjusted EBITDA (a)







$






12,456






 







$






12,351






 








Debt







$






30,651






 







$






31,814






 








Operating lease liabilities







 






854






 







 






1,008






 








Adjusted debt (b)







$






31,505






 







$






32,822






 








Adjusted debt / adjusted EBITDA (b/a)







 






2.5






 







 






2.7






 









[1]






The trailing twelve months income statement information ended March 31, 2026, is recalculated by taking the twelve months ended December 31, 2025, subtracting the three months ended March 31, 2025, and adding the three months ended March 31, 2026.




 








[2]






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(e) 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 March 31, 2026, and December 31, 2025, the incremental borrowing rate on operating leases was 4.1% and 4.0%, respectively. Pension and OPEB were funded at March 31, 2026, and December 31, 2025.







 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260423915569/en/
Union Pacific Investor contact: Diana Prauner at 402-544-4227 or dprauner@up.com

Union Pacific Media contact: Kristen South at 402-544-3435 or kmsouth@up.com


Original: Union Pacific Reports First Quarter 2026 Results