filings.toolsCover and table of contents
13K characters. Original on sec.gov ·
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ____________
Commission File Number 1-6075
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
| Utah | 13-2626465 | |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 1400 Douglas Street, Omaha, Nebraska | 68179 | |
|---|---|---|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (402) 544-5000
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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. |
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☑Yes ☐ No
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. |
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☐Yes ☑ No
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |
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☑Yes ☐ No
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). |
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☑Yes ☐ No
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||||||
|---|---|---|---|---|---|---|---|
| Large Accelerated Filer | ☑ | Accelerated Filer | ☐ | Non-Accelerated Filer | ☐ | ||
| Smaller Reporting Company | ☐ | Emerging Growth Company | ☐ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
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☐
| Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. |
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☑
| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. |
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☐
| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). |
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☐
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). |
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☐Yes ☑ No
| As of June 30, 2023, the aggregate market value of the registrant’s Common Stock held by non-affiliates (using the New York Stock Exchange closing price) was $123.0 billion. |
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The number of shares outstanding of the registrant’s Common Stock as of February 2, 2024, was 609,777,914.
Documents Incorporated by Reference – Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 9, 2024, are incorporated by reference into Part III of this report. The registrant’s Proxy Statement will be filed with the Securities and Exchange Commission (SEC) within 120 days after the end of the fiscal year that this report relates pursuant to Regulation 14A.
TABLE OF CONTENTS
Fellow Shareholders:
As Union Pacific shareholders, we own a piece of history. Over the course of 161 years, our Company is built to handle inevitable changes and challenges of business cycles while seeking ways to innovate and grow. 2023 was no different.
This year, I assumed the role of Chief Executive Officer, and Lance Fritz retired after a distinguished career. At that time, we also split the roles of Chairman and CEO and Mike McCarthy, was named Chairman of the Board of Directors. The transition was seamless, a credit to the Board, Lance, and the management team.
Since becoming CEO, I have focused the team on a multi-year strategy of “Safety + Service & Operational Excellence = Growth.” Safety must always be our first area of focus, returning everyone home safely each day. Service is all about delivering what we sold our customers, committing to what we can do and doing it with excellence. Operational Excellence is about operating efficiently and productively while maintaining a buffer to handle ups and downs of railroading.
In the second half of 2023, we achieved great momentum as the team united to deliver a shared strategy. Our fourth quarter operating metrics were the best of the year. We exited the year with a stronger service product and fluid network. Our Fourth Quarter financial results also demonstrated momentum as we achieved sequential quarterly margin improvement. For 2023, we reported earnings per diluted share of $10.45, a 7% decrease versus 2022, reflecting 1% lower volumes and an operating ratio increase of 220 basis points. To support our service product and growth, we invested $3.7 billion back into our network. Soft consumer markets, continued inflationary pressures, and new labor agreements all impacted financial results.
As we turn the page to 2024, we are looking at the opportunities ahead. The entire Union Pacific team is focused on being the industry’s best in safety, service, and operational excellence. That strategy leads to long-term growth and provides you with industry-leading returns on your investment. It’s how we win.
We understand that we hold the keys to an iconic company that helped Build America. We are propelled by that history and recognize we have an important responsibility to deliver for our stakeholders. We are grateful for this opportunity and thank you for your ownership of Union Pacific
Chief Executive Officer
DIRECTORS AND SENIOR MANAGEMENT
| BOARD OF DIRECTORS | ||||
| William J. DeLaney Former Chief Executive Officer - Sysco Corporation Board Committees: Compensation and Benefits (Chair); Safety and Service Quality David B. Dillon Former Chairman and CEO - The Kroger Company Board Committees: Audit (Chair); Corporate Governance, Nominating, and Sustainability Sheri H. Edison Former Executive Vice President and General Counsel - Amcor plc Board Committees: Compensation and Benefits; Corporate Governance, Nominating, and Sustainability (Chair) Teresa M. Finley Former Chief Marketing and Business Services Officer - United Parcel Service, Inc. Board Committees: Audit; Finance | Deborah C. Hopkins Former Chief Executive Officer - Citi Ventures and Former Chief Innovation Officer - Citi Board Committees: Compensation and Benefits; Finance (Chair) Jane H. Lute Strategic Advisor - SICPA, North America Board Committees: Audit; Safety and Service Quality (Chair) Michael R. McCarthy Chairman - Union Pacific Corporation and Union Pacific Railroad Company; Chairman - McCarthy Group, LLC; and Co-Chairman - Bridges Trust Company Board Committees: Corporate Governance, Nominating, and Sustainability; Finance Doyle R. Simons Former President and CEO - Weyerhaeuser Company Board Committees: Compensation and Benefits; Safety and Service Quality | John K. Tien, Jr. Former Deputy Secretary - U.S. Department of Homeland Security Board Committees: Pending Assignment V. James Vena Chief Executive Officer - Union Pacific Corporation and Union Pacific Railroad Company John P. Wiehoff Former Chairman, President, and CEO - C.H. Robinson Worldwide, Inc. Board Committees: Audit; Safety and Service Quality Christopher J. Williams Chairman - Siebert Williams Shank & Co. Board Committees: Audit; Finance | ||
| SENIOR MANAGEMENT | ||||
| V. James Vena Chief Executive Officer Prentiss W. Bolin, Jr. Vice President - External Relations Bryan L. Clark Vice President - Tax Eric J. Gehringer* Executive Vice President - Operations Rebecca B. Gregory* Vice President and Chief of Staff | Jennifer L. Hamann Executive Vice President and Chief Financial Officer Rahul Jalali Executive Vice President and Chief Information Officer Michael V. Miller Vice President and Treasurer Craig V. Richardson Executive Vice President, Chief Legal Officer, and Corporate Secretary | Kenny G. Rocker* Executive Vice President - Marketing and Sales Todd M. Rynaski Senior Vice President and Chief Accounting, Risk, and Compliance Officer Elizabeth F. Whited President |
| *For Union Pacific Railroad Company only. |
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