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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, 2024
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.
☑ 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.
☐ 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. ☑ 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). ☑ 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.
☐
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. ☑
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. ☐
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). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐Yes ☑ No
As of June 28, 2024, the aggregate market value of the registrant’s Common Stock held by non-affiliates (using the New York Stock Exchange closing price) was $137.8 billion.
The number of shares outstanding of the registrant’s Common Stock as of January 31, 2025, was 604,286,378.
Documents Incorporated by Reference – Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 8, 2025, 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.
UNION PACIFIC CORPORATION
TABLE OF CONTENTS
February 7, 2025
Fellow Shareholders:
The Union Pacific team had a very successful 2024, as we executed our strategy of Safety, Service, and Operational Excellence leading to Growth. The commitment to that strategy enabled the team to achieve strong results across the board and set the Company up for future success. Although success can be measured in many ways, it’s ultimately about delivering for our owners, putting our company in a great financial position, and being clear about what success is for our employees, our customers, and the communities where we operate.
In 2024, we reported earnings per diluted share of $11.09, a 6% increase versus 2023. Total volumes increased 3% versus 2023, driven by strength in international intermodal and agricultural products, more than offsetting a 20% decline in coal and the overall impact of a muted industrial economy. We achieved an operating ratio of 59.9%, a 240-basis point improvement versus 2023, driven by the day-to-day actions of our team to improve the efficiency of our network.
This success doesn’t just happen. It’s rooted in that commitment to our strategy. Within Safety, we achieved significant reductions in both our personal injury and derailment rates. We are seeing the results from our investments in training, safety programs, infrastructure, and technology. We cannot and will not waiver on our goal to be the best in safety.
Service is what we sold our customers. Committing to what we can do and doing it with excellence. We built on our success in late 2023 to provide our customers with an even stronger service product throughout 2024. Our full year operating metrics demonstrate that success, as freight car velocity improved 2% and intermodal and manifest service performance index (SPI) improved 2 and 4 points, respectively. We also invested $3.4 billion in capital to harden our infrastructure, grow our business, provide better service, and embed new technologies into our processes. The list is long, but we will reap long-term rewards from investments in the Phoenix Intermodal Terminal, hump yard improvements, siding extensions, application programming interfaces (API), and new gate technologies, to name only a few.
Operational Excellence is about operating efficiently and productively, delivering value with speed. Yet understanding we need a resource buffer so we can provide the service we promised and handle the inevitable ups and downs that come with weather, fluctuating volumes, and securing growth. As evident by the improvements to our operating ratio, we made great strides in 2024 to use our assets more efficiently. However, that wasn’t done without challenges that tested our resource buffer. During 2024, we saw international intermodal surge on the west coast, growing over 19% versus 2023. Our ability to handle that volume with minimal impact on the rest of our network demonstrates the effectiveness of our buffer strategy. More specifically on resource productivity, in 2024, we achieved 6% and 5% improvements in workforce and locomotive productivity, respectively. In fact, our performance in workforce productivity for the year was a best ever result.
Our ability to excel in those three areas led to Growth in 2024. Operating Revenues grew 1% driven by volume gains and strong core pricing, which more than offset lower fuel surcharge revenues and an unfavorable business mix. When you remove the impact of fuel, our freight revenues grew 4%. Key is that in a muted economic environment, and with a significant decline in our coal volume, we still grew. By executing on our strategy, we are outperforming our markets and positioning ourselves to be ready for even stronger growth when the freight economy improves.
As we turn the page to 2025, the team is focused on what’s possible and unlocking the value of the Union Pacific franchise. We are ready to build on these accomplishments to achieve a higher level of success. We understand that we’re the current stewards of this amazing, historic company. And it’s our responsibility to leave it in a better place than we found it, as those before us had done. We are grateful for that opportunity and ready to succeed. 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 Talent (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 Talent; 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 Talent; Finance (Chair) Jane H. Lute Strategic Advisor - SICPA, North America Board Committees: Corporate Governance, Nominating, and Sustainability; Safety and Service Quality (Chair) Michael R. McCarthy Chairman - Union Pacific Corporation and Union Pacific Railroad Company; Chairman - McCarthy Group, LLC; and 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 Talent; Safety and Service Quality | John K. Tien, Jr. Former Deputy Secretary - U.S. Department of Homeland Security Board Committees: Audit; Finance 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 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 Joshua K. Perkes Senior Vice President and Chief Human Resources Officer 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 | ||||||||||||
PART I