Union Pacific (UNP) 10-K risk factor changes: FY2024 vs FY2023

The following discussion addresses significant factors, events, and uncertainties that make an investment in our securities risky and provides important information for the understanding of our “forward-looking statements,” which are discussed immediately preceding Item 7A of this Form 10-K and elsewhere.

The risk factors set forth in this Item 1A should be read in conjunction with the rest of the information included in this report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 7, and Financial Statements and Supplementary Data, Item 8.

We urge you to consider carefully the factors described below and the risks that they present for our operations as well as the risks addressed in other reports and materials that we file with the SEC and the other information included or incorporated by reference in this Form 10-K.

When the factors, events, and contingencies described below or elsewhere in this Form 10-K materialize, our business, reputation, financial condition, results of operations, cash flows, or prospects can be materially adversely affected.

In such case, the trading price of our common stock could decline, and you could lose part or all of your investment.

Some of the factors, events, and contingencies discussed below may have occurred in the past, and the disclosures below are not representations as to whether or not the factors, events, or contingencies have occurred in the past, but are provided because future occurrences of such factors, events, or contingencies could have a material adverse effect.

Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also materially adversely affect our business, reputation, financial condition, results of operations, cash flows, and prospects.

Strategic and Operational Risks

*We Must Manage Fluctuating Demand for Our Services and Network Capacity* – Significant reductions in demand for rail services with respect to one or more commodities or changes in consumer preferences that affect the businesses of our customers can lead to increased costs associated with resizing our operations, including higher unit operating costs and costs for the storage of locomotives, rail cars, and other equipment; workforce adjustments; and other related activities, which could have a material adverse effect on our results of operations, financial condition, and liquidity.

If there is significant demand for our services that exceeds the designed capacity of our network or shifts in traffic flow that are contrary to the designed capacity of our network, we can experience challenges, including congestion and reduced velocity, that could compromise the level of service we provide to our customers.

This level of demand also can compound the impact of weather and weather-related events on our operations and velocity.

We cannot be sure that our efforts to improve our transportation plan, add capacity, improve operations at our yards and other facilities, and improve our ability to address surges in demand for any reason by carrying a resource buffer will fully or adequately address any service shortcomings resulting from demand exceeding our planned capacity.

From time to time we also experience other operational or service challenges related to network capacity, dramatic and unplanned fluctuations in our customers’ demand for rail service with respect to one or more commodities or operating regions, or other events that could negatively impact our operational efficiency, any or all of which could have a material adverse effect on our results of operations, financial condition, and liquidity.

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*We Transport Hazardous Materials* – We transport certain hazardous materials and other materials, including crude oil, ethanol, and toxic inhalation hazard (TIH) materials, such as chlorine, that pose certain risks in the event of a release or combustion.

Additionally, U.S. laws impose common carrier obligations on railroads that require us to transport certain hazardous materials regardless of risk or potential exposure to loss.

An accident or other incident on our network, at our facilities, or at the facilities of our customers involving the release or combustion of hazardous materials can involve significant costs and claims for personal injury, property damage, and environmental penalties and remediation in excess of our insurance coverage for these risks, which could harm our reputation or have a material adverse effect on our results of operations, financial condition, and liquidity.

*We Rely on Technology and Technology Improvements in Our Business Operations* – We rely on information technology in all aspects of our business, including technology systems operated by us (whether created by us or purchased), under control of third parties, and open-source software.

If we do not have sufficient capital or do not deploy sufficient capital in a timely manner to acquire, develop, or implement new technology or maintain or upgrade current systems, such as Positive Train Control (PTC) or the latest version of our transportation control systems, we may suffer a rail service outage or competitive disadvantage within the rail industry and with companies providing other modes of transportation service, which could have a material adverse effect on our results of operations, financial condition, and liquidity.

*We Are Subject to Cybersecurity Risks* – We rely on information technology in all aspects of our business, including technology systems operated by us (whether created by us or purchased), under control of third parties, and open-source software.

We have experienced and will likely continue to experience varying degrees of cyber incidents in the normal course of business.

There can be no assurance that the resources we devote to protect our technology systems and proprietary data or the systems we have designed to identify, prevent, or limit the effects of cyber incidents will be sufficient to prevent or detect such incidents, or to avoid a material adverse impact on our systems after such incidents do occur.

Furthermore, due to the rising numbers and increasing sophistication of cyber-attacks, an increasingly complex information technology supply chain, and the nature of zero-day exploits, we may be unable to anticipate or implement adequate measures to prevent a security breach, including by ransomware or as a result of human error or other cyber-attack methods, from materially affecting our systems or the systems of third-parties upon which we rely.

The rapid evolution and increased availability of artificial intelligence may intensify cybersecurity risks by making cyber-attacks more sophisticated and cybersecurity incidents more difficult to detect, contain, and mitigate.

A cyber incident that results in significant service interruption; safety failure; other operational difficulties; unauthorized access to (or the loss of access to) competitively sensitive, confidential, or other critical data or systems; loss of customers; financial losses; regulatory fines; reputational harm; or misuse or corruption of critical data and proprietary information, could have a material adverse impact on our results of operations, financial condition, and liquidity.

We may experience security breaches that could remain undetected for an extended period and, therefore, have a greater impact on us.

Additionally, we may be exposed to increased cybersecurity risk because we are a component of the critical U.S. infrastructure.

*Severe Weather and Natural Events Could Result in Significant Business Interruptions and Expenditures* – As a railroad with a vast network, we are exposed to severe weather conditions and other natural phenomena, including earthquakes, hurricanes, fires, floods, mudslides or landslides, extreme temperatures, avalanches, and significant precipitation, and climate change may cause or contribute to the severity or frequency of such weather conditions.

Line outages and other interruptions caused by these conditions have in the past and could in the future adversely affect parts or all of our rail network, potentially negatively affecting revenues, costs, and liabilities, despite efforts we undertake to plan for these events.

Our revenues can also be adversely affected by severe weather that causes damage and disruptions to our customers.

These impacts caused by severe weather or other natural phenomena could have a material adverse effect on our results of operations, financial condition, and liquidity.

*A Significant Portion of Our Revenues Involves Transportation of Commodities to and from International Markets* – Although revenues from our operations are attributable to transportation services provided in the U.S., a significant portion of our revenues involves the transportation of commodities to and from international markets, including Mexico, Canada, and Southeast Asia, by various carriers and, at times, various modes of transportation.

Significant and sustained interruptions of trade with Mexico, Canada, or countries in Southeast Asia, including China, could adversely affect customers and other entities that, directly or indirectly, purchase or rely on rail transportation services in the U.S. as part of their operations, and any such interruptions, including international armed conflicts such as the Russia-Ukraine and Israel-Hamas wars, could have a material adverse effect on our results of operations, financial condition, and liquidity.

Any one or more of the following could cause a significant and sustained interruption of trade with Mexico, Canada, or countries in Southeast Asia: (a) a deterioration of security for international trade and businesses; (b) the adverse impact of new laws, rules, and regulations or the interpretation or enforcement of laws, rules, and regulations by government entities, courts, or regulatory bodies, including the United States-Mexico-Canada Agreement (USMCA) or other international trade agreements; (c) actions of taxing authorities that affect our customers doing business in or with foreign countries; (d) any significant adverse economic developments, such as extended periods of high inflation, material disruptions in the banking sector or in the capital markets of these foreign countries, and significant changes in the valuation of the currencies of these foreign countries that could

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materially affect the cost or value of imports or exports; (e) shifts in patterns of international trade, including as a result of changes to international trade agreements or policies, that adversely affect import and export markets; (f) a material reduction in foreign direct investment in these countries; and (g) public health crises, including the outbreak of pandemic or contagious disease, such as the coronavirus and its variant strains (COVID).

An imposition of tariffs on imports or other changes to U.S. trade policy could cause demand for shipping from international markets to decrease, and if the declines are significant enough, it could have a material adverse effect on our results of operations, financial condition, and liquidity.

*We Are Dependent on Certain Key Suppliers of Locomotives and Rail* – Due to the capital-intensive nature and sophistication of locomotive equipment, parts, and maintenance, potential new suppliers face high barriers to entry.

Therefore, if one of the domestic suppliers of locomotives discontinues manufacturing locomotives, supplying parts, or providing maintenance for any reason, including bankruptcy or insolvency or the inability to manufacture locomotives that meet efficiency or regulatory emissions standards, we could experience significant cost increases and reduced availability of the locomotives that are necessary for our operations.

Additionally, we utilize a limited number of steel producers that meet our specifications.

The following discussion should be read in conjunction with the Consolidated Financial Statements and applicable notes to the Financial Statements and Supplementary Data, Item 8, and other information in this report, including Risk Factors set forth in Item 1A and Critical Accounting Estimates and Cautionary Information at the end of this Item 7.

The following section generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.

Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7, of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The Railroad, along with its subsidiaries and rail affiliates, is our one reportable operating segment.

Although we provide and analyze revenues by commodity group, we treat the financial results of the Railroad as one segment due to the integrated nature of our rail network.

EXECUTIVE SUMMARY

2024 Results

- Safety – 2024 was a transformational year on our journey to becoming the safest railroad.

Our strategy is broken into four pillars – Injury Prevention, Leverage Technology, Situational Awareness Testing, and Peer-to-Peer Engagement.

Injury Prevention efforts focus on specific, critical tasks to reduce the risk of injury or derailment.

These critical tasks are those where any form of non-compliance can result in a serious injury.

Training is key to helping our employees understand how to execute those tasks safely.

We are Leveraging Technology to eliminate or automate activities with the most risk.

We have more than 7,000 wayside detectors that monitor freight cars and locomotives in real time, generating 16 million data points daily to proactively identify and mitigate risks.

We are building safer trains with our proprietary Physics Train Builder technology, which allows us to evaluate train and route characteristics to enable proactive intervention by our Operating Practices Command Center to prevent derailments.

We utilize our autonomous geometry car fleet to inspect 500,000 miles of track annually.

This technology and the data it provides enable us to direct investments and resources in the right place, helping to significantly reduce track-caused derailments over the last 10 years.

Situational Awareness Testing (a program we call COMMIT) is our program that observes, tests, and coaches our employees to promote understanding and compliance with our work rules.

This goes beyond the classroom, with an emphasis on being in the field with the employees as they are performing the activities that run the railroad.

Peer-to-Peer Engagement is driving employee ownership through engagement with our safety programs.

This is our culture, a personal commitment to do our jobs with a passion for safety so everyone goes home safely.

Employees are encouraged to speak up if they see unsafe behaviors.

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The focus on these four pillars is driving results.

Our personal injury rate (the number of reportable injuries for every 200,000 employee-hours worked) is down 23% and our derailment incident rate (the number of reportable derailment incidents per million train miles) down 20% compared to 2023 results.

- Service – Service performance index for both intermodal and manifest products improved 2 and 4 points, respectively, compared to 2023.

Throughout the year we improved network fluidity as reflected in 2% faster freight car velocity and record terminal dwell, improved 3% from 2023.

- Operational Excellence – Network performance throughout 2024 was strong.

While we experienced some powerful weather events in the second quarter and a second half surge in international intermodal shipments, most of our operating metrics improved year-over year.

We maintained a resource buffer that allowed us to strategically integrate crews, locomotives, and freight cars into the network to efficiently handle the growth and recover from the weather events.

- Financial Results – Core pricing gains, strong productivity, and 3% volume growth positively impacted our financial results.

Operating income of $9.7 billion increased 7% from 2023, and our operating ratio was 59.9%, improving 2.4 points from 2023.

Net income of $6.7 billion translated into earnings of $11.09 per diluted share, up 6% from 2023.

We generated $9.3 billion of cash provided by operating activities, yielded free cash flow of $2.8 billion after reductions of $3.3 billion for cash used in investing activities and $3.2 billion in dividends paid.

Both cash provided by operating activities and free cash flow were higher by $384 million due to payments in 2023 related to back wages for agreements reached with our labor unions.

Free cash flow is defined as cash provided by operating activities less cash used in investing activities and dividends paid.

Free cash flow is not considered a financial measure under GAAP by SEC Regulation G and Item 10 of SEC Regulation S-K and may not be defined and calculated by other companies in the same manner.

We believe 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.

The following table reconciles cash provided by operating activities (GAAP measure) to free cash flow (non-GAAP measure):

Information concerning market risk sensitive instruments is set forth under Management’s Discussion and Analysis of Financial Condition and Results of Operations - Other Matters, Item 7.

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GENERAL

Union Pacific Railroad Company is the principal operating company of Union Pacific Corporation.

One of America's most recognized companies, Union Pacific Railroad Company connects 23 states in the western two-thirds of the country by rail, providing a critical link in the global supply chain.

The Railroad’s diversified business mix includes Bulk, Industrial, and Premium.

Union Pacific serves many of the fastest-growing U.S. population centers, operates from all major West Coast and Gulf Coast ports to Eastern gateways, connects with Canada's rail systems, and is the only railroad serving all six major Mexico gateways.

Union Pacific provides value to its roughly 10,000 customers by delivering products in a safe, reliable, fuel-efficient, and environmentally responsible manner.

Union Pacific Corporation was incorporated in Utah in 1969 and maintains its principal executive offices at 1400 Douglas Street, Omaha, NE 68179.

The telephone number at that address is (402) 544-5000.

The common stock of Union Pacific Corporation is listed on the New York Stock Exchange (NYSE) under the symbol “UNP”.

For purposes of this report, unless the context otherwise requires, all references herein to "Union Pacific", “UPC”, “Corporation”, “Company”, “we”, “us”, and “our” shall mean Union Pacific Corporation and its subsidiaries, including Union Pacific Railroad Company, which we separately refer to as “UPRR” or the “Railroad”.

STRATEGY

Safety, Service, and Operational Excellence supports the Company's long-term initiative to Grow its freight volumes.

Together as a team, the Company will focus on achieving the best safety record in the industry, being known for superior service, grounded in operational excellence, which, in turn, drives growth.

Safety is paramount and, as our first area of focus, sets the foundation for achieving the Company's objectives.

The mindset and culture are built around a personal commitment by all employees to prioritize safety so everyone goes home safely.

Service is all about delivering what we sold our customers.

We work with our customers to understand the service they need to win in their markets and then drive how we win together.

We commit to these service levels and do it with excellence.

Operational Excellence is about operating efficiently and productively.

We will drive value with our available resources but also maintain a buffer so our service is resilient, managing the inevitable ups and downs that come with weather, fluctuating volumes, and securing growth.

Growth is the outcome of executing our strategy to be the industry leader in both safety and service resulting in improved margins and greater cash generation, creating long term enterprise value.

The expected outcome of successfully executing our strategy will be an industry leading operating ratio and return on invested capital.

As we work to transform our railroad, our core values continue to guide us.

Our passion for performance will help us win; our high ethical standards ensure we win in a way that supports all of our stakeholders; and our teamwork ensures we win together.

OPERATIONS

The Railroad, along with its subsidiaries and rail affiliates, is our one reportable operating segment.

Although we provide and analyze revenues by commodity group, we treat the financial results of the Railroad as one segment due to the integrated nature of our rail network.

Additional information regarding our business and operations, including revenues, financial information and data, and other information regarding environmental matters, is presented in Risk Factors, Item 1A; Legal Proceedings, Item 3; Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 7; and the Financial Statements and Supplementary Data, Item 8.

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Operations – UPRR is a Class I railroad operating in the U.S. We have 32,880 route miles, connecting Pacific Coast and Gulf Coast ports with the Midwest and Eastern U.S. gateways and providing several corridors to key Mexican and Canadian gateways.

We serve the western two-thirds of the country and maintain coordinated schedules with other rail carriers to move freight to and from the Atlantic Coast, the Pacific Coast, the Southeast, the Southwest, Canada, and Mexico.

Export and import traffic moves through Gulf Coast, Pacific Coast, and East Coast ports and across the Mexican and Canadian borders.

In 2024, we generated freight revenues totaling $22.8 billion from the following three commodity groups:

2024 Freight Revenues


*Bulk* – The Company's Bulk shipments consist of grain and grain products, fertilizer, food and refrigerated, and coal and renewables.

In 2024, this group generated 32% of our freight revenues.

We access most major grain markets, connecting the Midwest and Western U.S. producing areas to export terminals in the Pacific Northwest and Gulf Coast ports as well as Mexico.

We also serve significant domestic markets, including grain processors, animal feeders, ethanol, and renewable biofuel producers in the Midwest and West.

Fertilizer movements originate in the Gulf Coast region, Midwest, Western U.S., and Canada (through interline access) for delivery to major agricultural users in those areas as well as abroad.

From time to time, we are involved in legal proceedings, claims, and litigation that occur in connection with our business.

We routinely assess our liabilities and contingencies in connection with these matters based upon the latest available information and, when necessary, we seek input from our third-party advisors when making these assessments.

Consistent with SEC rules and requirements, we describe below material pending legal proceedings (other than ordinary routine litigation incidental to our business), material proceedings known to be contemplated by governmental authorities, other proceedings arising under federal, state, or local environmental laws and regulations (including governmental proceedings involving potential fines, penalties, or other monetary sanctions in excess of $1,000,000), and such other pending matters that we may determine to be appropriate.

See also Note 17 to the Financial Statements and Supplementary Date, Item 8.

ENVIRONMENTAL MATTERS

We receive notices from the EPA and state environmental agencies alleging that we are or may be liable under federal or state environmental laws for remediation costs at various sites throughout the U.S., including sites on the Superfund National Priorities List or state superfund lists.

We cannot predict the ultimate impact of these proceedings and suits because of the number of potentially responsible parties involved, the degree of contamination by various wastes, the scarcity and quality of volumetric data related to many of the sites, and the speculative nature of remediation costs.

Information concerning environmental claims and contingencies and estimated remediation costs is set forth in this report in Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Environmental, Item 7, and Note 17 to the Financial Statements and Supplementary Data, Item 8.

OTHER MATTERS

Antitrust Litigation – As we reported in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, 20 rail shippers (many of whom were represented by the same law firms) filed virtually identical antitrust lawsuits in various federal district courts against us and four other Class I railroads in the U.S. Currently, UPRR and three other Class I railroads are the named defendants in the lawsuits.

The original plaintiff filed the first of these claims in the U.S. District Court in New Jersey on May 14, 2007.

These suits alleged that the named railroads engaged in price-fixing by establishing common fuel surcharges for certain rail traffic.

On August 16, 2019, the U.S. Court of Appeals for the District of Columbia Circuit (D.C. Circuit) affirmed the decision of U.S. District Court for the District of Columbia (U.S. District Court) denying class certification (the Certification Denial).

Only five plaintiffs remain in this multidistrict litigation (MDL I) originally filed in 2007.

The MDL I claims previously were proceeding on a consolidated basis in the U.S. District of Columbia District Court before the Honorable Paul L.

Friedman.

In 2024, they were transferred to the Honorable Beryl A.

Howell.

Since the Certification Denial, approximately 106 lawsuits by individual shippers are pending in federal court based on claims essentially identical to those alleged in MDL I.

The Judicial Panel on Multidistrict Litigation consolidated these suits for pretrial proceedings in the U.S. District Court before the Honorable Beryl A.

Howell (MDL II).

As we reported in our Current Report on Form 8-K, filed on June 10, 2011, Oxbow Carbon & Minerals LLC and related entities (Oxbow) filed a complaint against UPRR in the U.S. District Court on June 7, 2011.

In 2019, Oxbow dismissed certain claims and the claims that remain are the same as the Plaintiffs’ claims in MDL I.

Oxbow's claims previously were proceeding in the U.S. District of Columbia District Court before the Honorable Pail L.

Friedman.

In 2024, Oxbow's case was transferred to the Honorable Beryl A.

Howell.

We continue to deny the allegations that our fuel surcharge programs violate the antitrust laws or any other laws.

We believe that these lawsuits are without merit, and we will vigorously defend our actions.

Therefore, we currently believe that these matters will not have a material adverse effect on any of our results of operations, financial condition, and liquidity.

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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)

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| Utah | | | | | | 13-2626465 | | |

| (State or other jurisdiction of incorporation or organization) | | | | | | (I.R.S. Employer Identification No.) | | |

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| --- | --- | --- | --- | --- | --- |

| 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:

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| 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.

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| | | | Large Accelerated Filer | | | ☑ | | | Accelerated Filer | | | ☐ | | | Non-Accelerated Filer | | | ☐ | | |

None.

Risk Management and Strategy

The Company is subject to cybersecurity threats that could have a material adverse impact on our results of operations, financial condition, and liquidity.

See also our discussion in the Risk Factors in Item 1A of this report.

As a component of our Company-wide enterprise risk management framework, we implemented a cybersecurity program whose objective is to assess, identify, and manage risks from cybersecurity threats that may result in adverse effects on the confidentiality, integrity, and availability of the electronic information systems that we own.

We regularly perform internal security assessments, engage third-party consultants to conduct external security assessments, and participate in, conduct, and/or administer exercises, drills, and recovery tests as part of this program.

We also maintain training programs and policies and procedures designed to safeguard employee handling and use of data, internet usage, controlled access measures, and physical protections.

We consult with industry groups, monitor threat intelligence reports, and communicate with various government agencies in an effort to stay up-to-date on changes in the cybersecurity threat landscape.

This program, in addition to addressing our own information systems, is also designed to oversee, identify, and reduce the potential impact of a security incident at a third-party service provider or that otherwise impacts third-party technology and systems we use.

Internal Cybersecurity Team

The Company’s internal information security organization (Internal Cybersecurity Team), led by our Executive Vice President and Chief Information Officer (CIO) as well as the Assistant Vice President and Chief Information Security Officer (CISO), is responsible for coordinating all aspects of the Company’s electronic information security systems, including prevention, detection, mitigation, and remediation of cybersecurity incidents, as well as implementing, monitoring, and maintaining our enterprise-wide security strategy, standards, architecture, policies, and processes.

Our CIO reports directly to our Chief Executive Officer, our CISO reports to our CIO, and reporting to our CISO are our Deputy Chief Information Security Officer (Deputy CISO) and other experienced information security personnel responsible for various parts of our business.

In addition to our internal cybersecurity capabilities, we also periodically engage assessors, consultants, auditors, and other third parties

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to assist with assessing, identifying, and managing cybersecurity risks.

When the Company learns of a cybersecurity incident at a third-party service provider, the Company’s respective department contacts maintain communication with the third-party service provider and communicate any cybersecurity incidents to the CISO.

Security Policy and Requirements

As part of the Company’s Crisis Management Plan, the Company's cybersecurity Incident Response Plan (the IRP) provides a framework for responding to cybersecurity incidents.

The IRP sets out a coordinated approach to discovering, investigating, containing, tracking, mitigating, and remediating cybersecurity incidents, including a framework for elevating and reporting findings and keeping senior management and other key stakeholders informed and involved, based on assessments regarding the scope or significance of incidents.

The IRP applies to the Company’s extended computing environment, including electronic information resources that are owned or used by the Company and are routinely relied on to support our operations.

The Internal Cybersecurity Team has robust processes and redundancies in place designed with the objective of deterring, detecting, mitigating, and responding to potential cybersecurity threats, which includes a vulnerability assessment, prioritization, and remediation program.

The Internal Cybersecurity Team also performs regular system penetration testing to validate our security controls and assess our infrastructure and applications.

All management employees take mandatory security awareness training on the Company’s data security policies and procedures, which is supplemented by Company-wide testing initiatives, including periodic phishing tests.

Our information security program is designed to align our defenses and resources to identify, assess, and address more likely and more damaging cyber events, to provide support for our organizational mission and operational objectives, and to position us to deter, detect, mitigate, and respond to a wide variety of potential attacks in a timely fashion.

Our information security program employs quantitative and qualitative approaches to evaluate the effectiveness of controls and assess the resiliency of critical computing resources.

This data is combined with knowledge of common attack techniques to assess the likelihood of components being compromised and assess potential financial implications under different scenarios.

The results are used to help identify potentially material risks and provide insights which are taken into account when prioritizing our security initiatives.

Material Cybersecurity Risks, Threats, and Incidents

Due to the evolving nature of cybersecurity threats, it has and will continue to be difficult to prevent, detect, mitigate, and remediate cybersecurity incidents.

While we are not aware of having experienced any material effects or reasonably likely material effects on our Company, its business strategy, results of operations, or financial condition resulting from cybersecurity threats or incidents to date, as a critical infrastructure provider, we may be a target of well-funded and sophisticated adverse actors.

There can be no guarantee that we will not be the subject of future risks or incidents that have such an effect, or that we are not currently the subject of an undetected risk or incident that may have such an effect.

We also rely on information technology and third-party vendors to support our operations, including our secure processing of personal, confidential, sensitive, proprietary, and other types of information.

Despite ongoing efforts to continue improvement of our and our vendors’ ability to protect against cyber incidents, we may not be able to protect all of the information systems we use.

Incidents may lead to reputational harm, revenue and client loss, legal actions, or statutory penalties, among other consequences.

For a more detailed discussion of these risks, see our discussion in the Risk Factors in Item 1A of this report.

Governance

The Board of Directors has delegated primary oversight of the Company’s cybersecurity risk to the Audit Committee, which receives updates on cybersecurity risks, risk mitigation initiatives, and incidents at each regularly scheduled Audit Committee meeting from the CIO, CISO, and other members of management, as needed.

When making decisions regarding director appointments and committee assignments, the Board of Directors takes into consideration the cybersecurity experience of directors and director candidates and strives to maintain cybersecurity expertise on the Board of Directors and Audit Committee.

We have protocols by which certain cybersecurity incidents are reported to the Audit Committee and Board of Directors.

At the management level, our CIO, CISO, and Deputy CISO, each of whom has extensive cybersecurity knowledge and skills gained from over 28 years, 29 years, and 20 years of relevant work experience, respectively, head the Internal Cybersecurity Team that is responsible for implementing and maintaining cybersecurity and data protection practices across our business, with our CIO reporting directly to our Chief Executive Officer.

Our CISO and Deputy CISO receive reports on cybersecurity threats from a number of experienced information security professionals for various parts of our business on an ongoing

We employ a variety of assets in the management and operation of our rail business.

Our rail network covers 23 states in the western two-thirds of the U.S.


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TRACK

Our rail network includes 32,880 route miles.

We own 26,291 miles and operate on the remainder pursuant to trackage rights or leases.

The following table describes track miles:

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *As of December 31,* | | | 2024 | | | *2023* | | |

| Route | | | 32,880 | | | 32,693 | | |

| Other main line | | | 7,116 | | | 7,117 | | |

| Passing lines and turnouts | | | 3,526 | | | 3,466 | | |

| Switching and classification yard lines | | | 8,850 | | | 8,852 | | |

| Total miles | | | 52,372 | | | 52,128 | | |

HEADQUARTERS BUILDING

We own our headquarters building in Omaha, Nebraska.

The facility has 1.2 million square feet of space that can accommodate approximately 4,000 employees.

HARRIMAN DISPATCHING CENTER

The Harriman Dispatching Center (HDC), located in Omaha, Nebraska, is our primary dispatching facility.

It is linked to regional dispatching and locomotive management facilities at various locations along our network.

HDC employees coordinate moves of locomotives and trains, manage traffic and train crews on our network, and coordinate interchanges with other railroads.

Generally, around 600 employees work on-site in the facility.

In the event of a disruption of operations at HDC due to a cyber-attack, flooding or severe weather, pandemic outbreak, or other event, we maintain the capability to conduct critical operations at back-up facilities in different locations.

RAIL FACILITIES

In addition to our track structure, we operate numerous facilities, including terminals for intermodal and other freight; rail yards for building trains (classification yards), switching, storage-in-transit (the temporary storage of customer goods in rail cars prior to shipment), and other activities; offices to administer and manage our operations; dispatching centers to direct traffic on our rail network; crew on duty locations for train crews along our network; and shops and other facilities for fueling, maintenance, and repair of locomotives and repair and maintenance of rail cars and other equipment.

The following table includes the major yards and terminals on our system:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| *Major Classification Yards* | | | *Major Intermodal Terminals* | | |

| Houston, Texas | | | Joliet (Global 4), Illinois | | |

| North Platte, Nebraska | | | Global II (Chicago), Illinois | | |

| North Little Rock, Arkansas | | | East Los Angeles, California | | |

| Livonia, Louisiana | | | ICTF (Long Beach), California | | |

| Fort Worth, Texas | | | Mesquite, Texas | | |

| West Colton, California | | | Marion, Arkansas | | |

| Roseville, California | | | Lathrop, California | | |

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

RAIL EQUIPMENT

Not applicable.

Information About Our Executive Officers and Principal Executive Officers of Our Subsidiaries

The Board of Directors typically elects and designates our executive officers on an annual basis at the board meeting held in conjunction with the Annual Meeting of Shareholders, and they hold office until their successors are elected.

Executive officers also may be elected and designated throughout the year, as the Board of Directors considers appropriate.

There are no family relationships among the officers, nor is there any arrangement or understanding between any officer and any other person pursuant to officer selection.

The following table sets forth certain information current as of February 7, 2025, relating to the executive officers of UPC and the Railroad.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *Name* | | | *Position* | | | *Age* | | | *Business Experience During Past Five Years* | | |

| V. James Vena | | | Chief Executive Officer | | | 66 | | | \[1\] | | |

| Elizabeth F. Whited | | | President | | | 59 | | | \[2\] | | |

| Jennifer L. Hamann | | | Executive Vice President and Chief Financial Officer | | | 57 | | | Current Position | | |

| Eric J. Gehringer | | | Executive Vice President - Operations | | | 45 | | | \[3\] | | |

| Rahul Jalali | | | Executive Vice President and Chief Information Officer | | | 51 | | | \[4\] | | |

| Craig V. Richardson | | | Executive Vice President, Chief Legal Officer, and Corporate Secretary | | | 63 | | | \[5\] | | |

| Kenny G. Rocker | | | Executive Vice President - Marketing and Sales | | | 53 | | | Current Position | | |

| Todd M. Rynaski | | | Senior Vice President and Chief Accounting, Risk, and Compliance Officer | | | 54 | | | \[6\] | | |

*\[1\]Mr. Vena was elected Chief Executive Officer effective August 14, 2023.

He previously served as a Senior Advisor to the Chairman (January 2021 - June 2021) and Chief Operating Officer (January 2019 - December 2020).*

*\[2\]Ms. Whited was elected President effective August 14, 2023.

Ms. Whited most recently served as Executive Vice President - Sustainability and Strategy (February 2022 - August 2023).

She previously served as Executive Vice President and Chief Human Resources Officer (August 2018 - February 2022).*

*\[3\]Mr. Gehringer was elected Executive Vice President - Operations effective January 1, 2021.

Mr. Gehringer previously served as Senior Vice President - Transportation (July 2020 - December 2020) and Vice President - Mechanical and Engineering (January 2020 - July 2020).*

*\[4\]Mr. Jalali was elected Executive Vice President and Chief Information Officer effective June 1, 2023.

Mr. Jalali most recently served as Senior Vice President and Chief Information Officer (November 2020 - May 2023).*

*\[5\]Mr. Richardson was elected Executive Vice President, Chief Legal Officer, and Corporate Secretary effective December 8, 2020.

He most recently served as Interim Executive Vice President, Chief Legal Officer, and Corporate Secretary (September 2020 - November 2020) and Vice President - Commercial and Regulatory Law (July 2018 - August 2020).*

*\[6\]Mr. Rynaski was elected Senior Vice President and Chief Accounting, Risk, and Compliance Officer effective July 1, 2022.

Mr. Rynaski previously served as Vice President and Controller (September 2015 - June 2022).*

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PART II

Our common stock is traded on the NYSE under the symbol “UNP”.

At January 31, 2025, there were 604,286,378 shares of common stock outstanding and 26,755 common shareholders of record.

On that date, the closing price of the common stock on the NYSE was $247.79.

We paid dividends to our common shareholders during each of the past 125 years.

Comparison Over One- and Three-Year Periods – The following table presents the cumulative total shareholder returns, assuming reinvestment of dividends, over one- and three-year periods for the Corporation (UNP), a peer group index (comprised of CSX Corporation and Norfolk Southern Corporation), the Dow Jones Transportation Index (DJ Trans), and the Standard & Poor’s 500 Stock Index (S&P 500).

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *Period* | | | *UNP* | | | *Peer Group* | | | *DJ Trans* | | | *S&P 500* | | |

| 1 Year (2024) | | | (5.1 | | %) | (2.4 | | %) | 1.5 | | % | 25.0 | | % |

| 3 Year (2022 - 2024) | | | (3.1 | | %) | (13.0 | | %) | 0.6 | | % | 29.2 | | % |

Five-Year Performance Comparison – The following graph provides an indicator of cumulative total shareholder returns for the Corporation as compared to the peer group index (described above), the DJ Trans, and the S&P 500.

The graph assumes that $100 was invested in the common stock of Union Pacific Corporation and each index on December 31, 2019, and that all dividends were reinvested.

The information below is historical in nature and is not necessarily indicative of future performance.


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Purchases of Equity Securities – During 2024, we repurchased 6,467,619 shares of our common stock at an average price of $240.51.

The following table presents common stock repurchases during each month for the fourth quarter of 2024:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *Period* | | | *Total Number of Shares Purchased \[a\]* | | | *Average Price Paid Per Share* | | | *Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program* | | | *Maximum Number of Shares Remaining Under the Plan or Program \[b\]* | | |

| Oct. 1 through Oct. 31 | | | 2,503,616 | | | $ | 237.58 | | 2,503,002 | | | 74,390,644 | | |

| Nov. 1 through Nov. 30 | | | 303,827 | | | 235.43 | | | 301,783 | | | 74,088,861 | | |

| Dec. 1 through Dec. 31 | | | 274 | | | 244.72 | | | \- | | | 74,088,861 | | |

| Total | | | 2,807,717 | | | $ | 237.35 | | 2,804,785 | | | N/A | | |

*\[a\]Total number of shares purchased during the quarter includes approximately 2,932 shares delivered or attested to UPC by employees to pay stock option exercise prices, satisfy excess tax withholding obligations for stock option exercises or vesting of retention units, and pay withholding obligations for vesting of retention shares.*

*\[b\]Effective April 1, 2022, our Board of Directors authorized the repurchase of up to 100 million shares of our common stock by March 31, 2025.

These repurchases may be made on the open market or through other transactions.

Our management has sole discretion with respect to determining the timing and amount of these transactions.*

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Index to Consolidated Financial Statements | | | Page | | |

| | | | | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID No.](#idba64231467a472f8d7c1b3c8b6a4729_82) 34[)](#idba64231467a472f8d7c1b3c8b6a4729_82) | | | [39](#idba64231467a472f8d7c1b3c8b6a4729_82) | | |

| | | | | | |

| [Consolidated Statements of Income](#idba64231467a472f8d7c1b3c8b6a4729_85) [For the Years Ended](#idba64231467a472f8d7c1b3c8b6a4729_85) [December 31, 202](#idba64231467a472f8d7c1b3c8b6a4729_85)[4](#idba64231467a472f8d7c1b3c8b6a4729_85)[, 202](#idba64231467a472f8d7c1b3c8b6a4729_85)[3](#idba64231467a472f8d7c1b3c8b6a4729_85)[, and 20](#idba64231467a472f8d7c1b3c8b6a4729_85)[2](#idba64231467a472f8d7c1b3c8b6a4729_85)[2](#idba64231467a472f8d7c1b3c8b6a4729_85) | | | [41](#idba64231467a472f8d7c1b3c8b6a4729_85) | | |

| | | | | | |

| [Consolidated Statements of Comprehensive Income](#idba64231467a472f8d7c1b3c8b6a4729_88) [For the Years Ended December 31, 202](#idba64231467a472f8d7c1b3c8b6a4729_88)[4](#idba64231467a472f8d7c1b3c8b6a4729_88)[, 202](#idba64231467a472f8d7c1b3c8b6a4729_88)[3](#idba64231467a472f8d7c1b3c8b6a4729_88)[, and 20](#idba64231467a472f8d7c1b3c8b6a4729_88)[2](#idba64231467a472f8d7c1b3c8b6a4729_88)[2](#idba64231467a472f8d7c1b3c8b6a4729_88) | | | [41](#idba64231467a472f8d7c1b3c8b6a4729_88) | | |

| | | | | | |

| [Consolidated Statements of Financial Position](#idba64231467a472f8d7c1b3c8b6a4729_91) [At December 31, 202](#idba64231467a472f8d7c1b3c8b6a4729_91)[4](#idba64231467a472f8d7c1b3c8b6a4729_91) [and 20](#idba64231467a472f8d7c1b3c8b6a4729_91)[23](#idba64231467a472f8d7c1b3c8b6a4729_91) | | | [42](#idba64231467a472f8d7c1b3c8b6a4729_91) | | |

| | | | | | |

| [Consolidated Statements of Cash Flows](#idba64231467a472f8d7c1b3c8b6a4729_94) [For the Years Ended December 31, 202](#idba64231467a472f8d7c1b3c8b6a4729_94)[4](#idba64231467a472f8d7c1b3c8b6a4729_94)[, 202](#idba64231467a472f8d7c1b3c8b6a4729_94)[3](#idba64231467a472f8d7c1b3c8b6a4729_94)[, and 20](#idba64231467a472f8d7c1b3c8b6a4729_94)[2](#idba64231467a472f8d7c1b3c8b6a4729_94)[2](#idba64231467a472f8d7c1b3c8b6a4729_94) | | | [43](#idba64231467a472f8d7c1b3c8b6a4729_94) | | |

| | | | | | |

| [Consolidated Statements of Changes in Common Shareholders’ Equity](#idba64231467a472f8d7c1b3c8b6a4729_97) [For the Years Ended December 31, 202](#idba64231467a472f8d7c1b3c8b6a4729_97)[4](#idba64231467a472f8d7c1b3c8b6a4729_97)[, 202](#idba64231467a472f8d7c1b3c8b6a4729_97)[3](#idba64231467a472f8d7c1b3c8b6a4729_97)[, and 20](#idba64231467a472f8d7c1b3c8b6a4729_97)[2](#idba64231467a472f8d7c1b3c8b6a4729_97)[2](#idba64231467a472f8d7c1b3c8b6a4729_97) | | | [44](#idba64231467a472f8d7c1b3c8b6a4729_97) | | |

| | | | | | |

| [Notes to the Consolidated Financial Statements](#idba64231467a472f8d7c1b3c8b6a4729_100) | | | [45](#idba64231467a472f8d7c1b3c8b6a4729_100) | | |

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Union Pacific Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Union Pacific Corporation and Subsidiary Companies (the “Corporation”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in common stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Corporation’s internal control over financial reporting as of December 31, 2024, based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 7, 2025, expressed an unqualified opinion on the Corporation’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Corporation’s management.

Our responsibility is to express an opinion on the Corporation’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Capitalization of Properties — Refer to Notes 2 and 11 to the financial statements

*Critical Audit Matter Description*

None.

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As of the end of the period covered by this report, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer (CEO) and Executive Vice President and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Based upon that evaluation, the CEO and the CFO concluded that, as of the end of the period covered by this report, the Corporation’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified by the SEC, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Additionally, the CEO and CFO determined that there were no changes to the Corporation’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Union Pacific Corporation and Subsidiary Companies (the Corporation) is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)).

The Corporation’s internal control system was designed to provide reasonable assurance to the Corporation’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Corporation’s management assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2024.

In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal Control - Integrated Framework (2013)*.

Based on our assessment, management believes that, as of December 31, 2024, the Corporation’s internal control over financial reporting is effective based on those criteria.

The Corporation’s independent registered public accounting firm has issued an attestation report on the effectiveness of the Corporation’s internal control over financial reporting.

This report appears on the next page.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Union Pacific Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Union Pacific Corporation and Subsidiary Companies (the “Corporation”) as of December 31, 2024, based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Corporation and our report dated February 7, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying *Management’s Annual Report on Internal Control over Financial Reporting*.

Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Omaha, Nebraska

February 7, 2025

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None.

Not applicable.

PART III

(a)Directors of Registrant.

Information as to the names, ages, positions, and offices with UPC, terms of office, periods of service, business experience during the past five years, and certain other directorships held by each director or person nominated to become a director of UPC is set forth in the Election of Directors segment of the Proxy Statement and is incorporated herein by reference.

Information concerning our Audit Committee and the independence of its members, along with information about the audit committee financial expert(s) serving on the Audit Committee, is set forth in the Audit Committee segment of the Proxy Statement and is incorporated herein by reference.

(b)Executive Officers of Registrant.

Information concerning the executive officers of UPC and its subsidiaries is presented in Part I of this report under Information About Our Executive Officers and Principal Executive Officers of Our Subsidiaries.

(c)Delinquent Section 16(a) Reports.

Information concerning compliance with Section 16(a) of the Securities Exchange Act of 1934 is set forth in the Delinquent Section 16(a) Reports segment of the Proxy Statement and is incorporated herein by reference.

(d)Code of Ethics for Chief Executive Officer and Senior Financial Officers of Registrant.

The Board of Directors of UPC has adopted the UPC Code of Ethics for the Chief Executive Officer and Senior Financial Officers (the Code).

A copy of the Code may be found on the Internet at our website https://investor.unionpacific.com/governance/governance-overview.

We intend to disclose any amendments to the Code or any waiver from a provision of the Code on our website.

(e)Insider Trading Arrangements and Policies.

Information concerning UPC's Confidentiality and Insider Trading Policy is set forth in the Insider Trading Arrangements and Policies segment of the Proxy Statement and is incorporated herein by reference.

UPC's Confidentiality and Insider Trading Policy is included as an exhibit to this report.

Information concerning compensation received by our directors and our named executive officers is presented in the Compensation Discussion and Analysis, Summary Compensation Table, Grants of Plan-Based Awards in Fiscal Year 2024, Outstanding Equity Awards at 2024 Fiscal Year-End, Option Exercises and Stock Vested in Fiscal Year 2024, Pension Benefits at 2024 Fiscal Year-End, Nonqualified Deferred Compensation at 2024 Fiscal Year-End, Potential Payments Upon Termination or Change in Control and Director Compensation in Fiscal Year 2024 segments of the Proxy Statement and is incorporated herein by reference.

Additional information regarding compensation of directors, including Board committee members, is set forth in the By-Laws of UPC and the Stock Unit Grant and Deferred Compensation Plan for the Board of Directors, both of which are included as exhibits to this report.

Information regarding the Compensation and Talent Committee is set forth in the Compensation Committee segment of the Proxy Statement and is incorporated herein by reference.

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Information as to the number of shares of our equity securities beneficially owned by each of our directors and nominees for director, our named executive officers, our directors and executive officers as a group, and certain beneficial owners is set forth in the Security Ownership of Certain Beneficial Owners and Management segment of the Proxy Statement and is incorporated herein by reference.

The following table summarizes the equity compensation plans under which UPC common stock may be issued as of December 31, 2024:

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | *(a)* | | | | | | *(b)* | | | | | | *(c)* | | | | | |

| *Plan Category* | | | *Number of securities to be issued upon exercise of outstanding options, warrants and rights* | | | | | | *Weighted-average exercise price of outstanding options, warrants and rights* | | | | | | *Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))* | | | | | |

| Equity compensation plans approved by security holders | | | 2,330,352 | | | \[1\] | | | $ | 195.83 | | \[1\] | | | 31,063,392 | | | \[2\] | | |

| Total | | | 2,330,352 | | | | | | $ | 195.83 | | | | | 31,063,392 | | | | | |

*\[1\]Includes 348,929 retention units that do not have an exercise price.

Does not include 885,600 retention shares that have been issued and are outstanding.*

*\[2\]Does not include the retention units or retention shares described above in footnote \[1\].*

Information on related transactions is set forth in the Related Party Policy and Procedures segment of the Proxy Statement and is incorporated herein by reference.

We do not have any relationship with any outside third-party that would enable such a party to negotiate terms of a material transaction that may not be available to, or available from, other parties on an arm’s-length basis.

Information regarding the independence of our directors is set forth in the Director Independence segment of the Proxy Statement and is incorporated herein by reference.

Information concerning the fees billed by our independent registered public accounting firm and the nature of services comprising the fees for each of the two most recent fiscal years in each of the following categories: (a) audit fees, (b) audit-related fees, (c) tax fees, and (d) all other fees, is set forth in the Independent Registered Public Accounting Firm’s Fees and Services segment of the Proxy Statement and is incorporated herein by reference.

Information concerning our Audit Committee’s policies and procedures pertaining to pre-approval of audit and non-audit services rendered by our independent registered public accounting firm is set forth in the Pre-approval of Audit and Non-Audit Services Policy segment of the Proxy Statement and is incorporated herein by reference.

PART IV

(a)Financial Statements, Financial Statement Schedules, and Exhibits:

(1)Financial Statements

The financial statements filed as part of this filing are listed on the index to the Financial Statements and Supplementary Data, Item 8, on page [38](#if8fffd3a5f1944cdb852f69c295914d4_61).

(2)Financial Statement Schedules

Schedules have been omitted because they are not applicable or not required or the information required to be set forth therein is included in the Financial Statements and Supplementary Data, Item 8, or notes thereto.

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

(3)Exhibits

Exhibits are listed in the exhibit index beginning on page [73](#i49ee410c78a546818035c5645e1e08cd_857).

The exhibits include management contracts, compensatory plans and arrangements required to be filed as exhibits to the Form 10-K by Item 601 (10) (iii) of Regulation S-K.

UNION PACIFIC CORPORATION

Exhibit Index

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Exhibit No. | | | Description | | |

| | | | | | |

| Filed with this Statement | | | | | |

| | | | | | |

| 10(a)† | | | [Form of Performance Stock Unit Agreement dated February](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10a.htm) [6](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10a.htm)[, 202](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10a.htm)[5](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10a.htm)[.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10a.htm) | | |

| | | | | | |

| 10(b)† | | | [Form of Non-Qualified Stock Option Agreement for Executives dated February](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10b.htm) [6](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10b.htm)[, 202](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10b.htm)[5](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10b.htm)[.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10b.htm) | | |

| | | | | | |

| 19 | | | [Union Pacific Corporation Confidentiality and Insider Trading Policy dated October 1, 2024.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx19.htm) | | |

| | | | | | |

| 21 | | | [List of the Corporation’s significant subsidiaries and their respective states of incorporation.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx21.htm) | | |

| | | | | | |

| 23 | | | [Independent Registered Public Accounting Firm’s Consent.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx23.htm) | | |

| | | | | | |

| 24 | | | [Powers of attorney executed by the directors of UPC.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx24.htm) | | |

| | | | | | |

| 31(a) | | | [Certifications Pursuant to Rule 13a-14(a), of the Exchange Act, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - V. James Vena.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx31a.htm) | | |

| | | | | | |

| 31(b) | | | [Certifications Pursuant to Rule 13a-14(a), of the Exchange Act, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Jennifer L. Hamann.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx31b.htm) | | |

| | | | | | |

| 32 | | | [Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - V. James Vena and Jennifer L. Hamann.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx32.htm) | | |

| | | | | | |

| 101 | | | The following financial and related information from Union Pacific Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 (filed with the SEC on February 7, 2025), formatted in Inline Extensible Business Reporting Language (iXBRL) includes (a) Consolidated Statements of Income for the years ended December 31, 2024, 2023, and 2022, (b) Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023, and 2022, (c) Consolidated Statements of Financial Position at December 31, 2024 and 2023, (d) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022, (e) Consolidated Statements of Changes in Common Shareholders’ Equity for the years ended December 31, 2024, 2023, and 2022, and (f) the Notes to the Consolidated Financial Statements. | | |

| | | | | | |

| 104 | | | Cover Page Interactive Data File, formatted in Inline XBRL (contained in Exhibit 101). | | |

| | | | | | |

| Incorporated by Reference | | | | | |

None.

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 7th day of February, 2025.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | UNION PACIFIC CORPORATION | | | | | | | | |

| | | | | | | | | | | | |

| | | | By | | | /s/ V. James Vena | | | | | |

| | | | | | | V. James Vena, | | | | | |

| | | | | | | Chief Executive Officer | | | | | |

| | | | | | | Union Pacific Corporation | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, on this 7th day of February, 2025, by the following persons on behalf of the registrant and in the capacities indicated.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| PRINCIPAL EXECUTIVE OFFICER | | | | | | | | | | | |

| AND DIRECTOR: | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | By | | | /s/ V. James Vena | | | | | |

| | | | | | | V. James Vena, | | | | | |

| | | | | | | Chief Executive Officer | | | | | |

| | | | | | | Union Pacific Corporation | | | | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| PRINCIPAL FINANCIAL OFFICER: | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | By | | | /s/ Jennifer L. Hamann | | | | | |

| | | | | | | Jennifer L. Hamann | | | | | |

| | | | | | | Executive Vice President and | | | | | |

| | | | | | | Chief Financial Officer | | | | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| PRINCIPAL ACCOUNTING OFFICER: | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | By | | | /s/ Todd M. Rynaski | | | | | |

| | | | | | | Todd M. Rynaski, | | | | | |

| | | | | | | Senior Vice President and | | | | | |

| | | | | | | Chief Accounting, Risk, and | | | | | |

| | | | | | | Compliance Officer | | | | | |

DIRECTORS:

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. |

| --- |

☑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 | ☐ | | |