Union Pacific 10-Q 2022-03-31

Filed 2022-04-21. 1 sections, 115K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

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)

Utah13-2626465
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)

1400 Douglas Street, Omaha, Nebraska

(Address of principal executive offices)

68179

(Zip Code)

(402) 544-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each ClassTrading SymbolName of each exchange on which registered
Common Stock (Par Value $2.50 per share)UNPNew York Stock Exchange

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 is a shell company (as defined in Rule 12b-2 of the Act).

☐Yes     ☒ No

As of April 15, 2022, there were 628,025,156 shares of the Registrant's Common Stock outstanding.

TABLE OF CONTENTS

UNION PACIFIC CORPORATION

AND SUBSIDIARY COMPANIES

PART I. FINANCIAL INFORMATION
Item 1.Condensed Consolidated Financial Statements:
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
For the Three Months Ended March 31, 2022 and 20213
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
For the Three Months Ended March 31, 2022 and 20213
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)
At March 31, 2022, and December 31, 20214
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
For the Three Months Ended March 31, 2022 and 20215
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON SHAREHOLDERS’ EQUITY (Unaudited)
For the Three Months Ended March 31, 2022 and 20216
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)7
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations18
Item 3.Quantitative and Qualitative Disclosures About Market Risk28
Item 4.Controls and Procedures28
PART II. OTHER INFORMATION
Item 1.Legal Proceedings29
Item 1A.Risk Factors29
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds29
Item 3.Defaults Upon Senior Securities30
Item 4.Mine Safety Disclosures30
Item 5.Other Information30
Item 6.Exhibits30
Signatures31
Certifications32

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Income (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions, Except Per Share Amounts, for the Three Months Ended March 31,20222021
Operating revenues:
Freight revenues$5,440$4,649
Other revenues420352
Total operating revenues5,8605,001
Operating expenses:
Compensation and benefits1,1011,026
Fuel714411
Purchased services and materials561490
Depreciation555549
Equipment and other rents215212
Other337320
Total operating expenses3,4833,008
Operating income2,3771,993
Other income, net (Note 6)4751
Interest expense(307)(290)
Income before income taxes2,1171,754
Income taxes(487)(413)
Net income$1,630$1,341
Share and Per Share (Note 7):
Earnings per share - basic$2.58$2.01
Earnings per share - diluted$2.57$2.00
Weighted average number of shares - basic632.2667.6
Weighted average number of shares - diluted633.6669.2

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions, for the Three Months Ended March 31,20222021
Net income$1,630$1,341
Other comprehensive income/(loss):
Defined benefit plans1525
Foreign currency translation21(26)
Total other comprehensive income/(loss) [a]36(1)
Comprehensive income$1,666$1,340

| [a] | _Net of deferred taxes of ($5) million and ($8) million during the three months ended March 31, 2

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