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,			2026			2025
Operating revenues:
Freight revenues			$	5,893		$	5,691
Other revenues			324			336
Total operating revenues			6,217			6,027
Operating expenses:
Compensation and benefits			1,227			1,212
Purchased services and materials			673			631
Fuel			643			603
Depreciation			633			610
Equipment and other rents			219			241
Other			364			359
Total operating expenses			3,759			3,656
Operating income			2,458			2,371
Other income, net (Note 6)			91			78
Interest expense			(320)			(322)
Income before income taxes			2,229			2,127
Income tax expense			(528)			(501)
Net income			$	1,701		$	1,626
Share and per share (Note 7):
Earnings per share - basic			$	2.87		$	2.71
Earnings per share - diluted			$	2.87		$	2.70
Weighted average number of shares - basic			593.0			601.0
Weighted average number of shares - diluted			593.6			601.9

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions, for the three months ended March 31,			2026			2025
Net income			$	1,701		$	1,626
Other comprehensive income/(loss):
Defined benefit plans			(1)			3
Foreign currency translation			39			-
Total other comprehensive income/(loss) [a]			38			3
Comprehensive income			$	1,739		$	1,629

*[a]*Net of deferred taxes of ($0.1) million and ($0.2) million during the three months ended March 31, 2026 and 2025, respectively.

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Financial Position (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions, except share and per share amounts			Mar. 31, 2026			Dec. 31, 2025
Assets
Current assets:
Cash and cash equivalents			$	735		$	1,266
Short-term investments (Note 12)			300			250
Accounts receivable, net (Note 9)			1,986			1,860
Materials and supplies			838			787
Other current assets			356			392
Total current assets			4,215			4,555
Investments			2,954			2,885
Properties, net (Note 10)			59,955			59,645
Operating lease assets			907			1,036
Other assets			1,613			1,577
Total assets			$	69,644		$	69,698
Liabilities and common shareholders' equity
Current liabilities:
Accounts payable and other current liabilities (Note 11)			$	3,735		$	3,494
Debt due within one year (Note 13)			867			1,520
Total current liabilities			4,602			5,014
Debt due after one year (Note 13)			29,784			30,294
Operating lease liabilities			619			738
Deferred income taxes			13,475			13,421
Other long-term liabilities			1,746			1,764
Commitments and contingencies (Note 14)
Total liabilities			50,226			51,231
Common shareholders' equity:
Common shares, $2.50 par value, 1,400,000,000 authorized; 1,113,365,803 and
1,113,161,191 issued; 593,675,922 and 593,245,884 outstanding, respectively			2,783			2,783
Paid-in-surplus			5,621			5,589
Retained earnings			70,411			69,529
Treasury stock			(58,844)			(58,843)
Accumulated other comprehensive loss (Note 8)			(553)			(591)
Total common shareholders' equity			19,418			18,467
Total liabilities and common shareholders' equity			$	69,644		$	69,698

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Cash Flows (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions, for the three months ended March 31,			2026			2025
Operating activities
Net income			$	1,701		$	1,626
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation			633			610
Deferred and other income taxes			54			(7)
Other operating activities, net			(26)			(22)
Changes in current assets and liabilities:
Accounts receivable, net			(126)			(71)
Materials and supplies			(51)			22
Other current assets			(36)			(75)
Accounts payable and other current liabilities			(135)			(236)
Income and other taxes			426			363
Cash provided by operating activities			2,440			2,210
Investing activities
Capital investments			(937)			(906)
Other investing activities, net			(51)			(32)
Cash used in investing activities			(988)			(938)
Financing activities
Debt repaid			(1,172)			(370)
Dividends paid			(821)			(804)
Debt issued (Note 13)			-			1,996
Share repurchase programs (Note 15)			-			(1,420)
Accelerated share repurchase programs pending final settlement (Note 15)			-			(300)
Other financing activities, net			12			20
Cash used in financing activities			(1,981)			(878)
Net change in cash, cash equivalents, and restricted cash			(529)			394
Cash, cash equivalents, and restricted cash at beginning of year			1,280			1,028
Cash, cash equivalents, and restricted cash at end of period			$	751		$	1,422
Supplemental cash flow information
Non-cash investing and financing activities:
Capital investments accrued but not yet paid			$	143		$	173
Cash paid during the period for:
Income taxes, net of refunds			$	(59)		$	(61)
Interest, net of amounts capitalized			(441)			(439)
Reconciliation of cash, cash equivalents, and restricted cash
to the Condensed Consolidated Statement of Financial Position:
Cash and cash equivalents			$	735		$	1,411
Restricted cash equivalents in other current assets			9			3
Restricted cash equivalents in other assets			7			8
Total cash, cash equivalents, and restricted cash equivalents per above			$	751		$	1,422

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Changes in Common Shareholders’ Equity (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions			Common shares			Treasury shares			Common shares			Paid-in-surplus			Retained earnings			Treasury stock			AOCI [a]			Total
Balance at January 1, 2025			1,113.0			(508.8)			$	2,783		$	5,334		$	65,628		$	(56,132)		$	(723)		$	16,890
Net income									-			-			1,626			-			-			1,626
Other comprehensive income/(loss)									-			-			-			-			3			3
Conversion, stock option exercises, forfeitures, ESPP, and other [b]			0.2			0.3			-			41			-			24			-			65
Share repurchase programs (Note 15)			-			(5.7)			-			(300)			-			(1,441)			-			(1,741)
Dividends declared ($1.34 per share)			-			-			-			-			(804)			-			-			(804)
Balance at March 31, 2025			1,113.2			(514.2)			$	2,783		$	5,075		$	66,450		$	(57,549)		$	(720)		$	16,039
Balance at January 1, 2026			1,113.2			(519.9)			$	2,783		$	5,589		$	69,529		$	(58,843)		$	(591)		$	18,467
Net income									-			-			1,701			-			-			1,701
Other comprehensive income/(loss)									-			-			-			-			38			38
Conversion, stock option exercises, forfeitures, ESPP, and other [b]			0.2			0.2			-			32			-			(1)			-			31
Share repurchase programs (Note 15)			-			-			-			-			-			-			-			-
Dividends declared ($1.38 per share)			-			-			-			-			(819)			-			-			(819)
Balance at March 31, 2026			1,113.4			(519.7)			$	2,783		$	5,621		$	70,411		$	(58,844)		$	(553)		$	19,418

*[a]*AOCI = accumulated other comprehensive income/loss (Note 8)

*[b]*ESPP = employee stock purchase plan

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

1. Basis of Presentation

Our Condensed Consolidated Financial Statements are unaudited and reflect all adjustments (consisting of normal and recurring adjustments) that are, in the opinion of management, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (GAAP). Pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, this Quarterly Report on Form 10-Q should be read in conjunction with our Consolidated Financial Statements and notes thereto contained in our 2025 Annual Report on Form 10-K. Our Consolidated Statement of Financial Position at December 31, 2025, is derived from audited financial statements. The results of operations for the three months ended March 31, 2026, are not necessarily indicative of the results for the entire year ending December 31, 2026.

The Condensed Consolidated Financial Statements are presented in accordance with GAAP as codified in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC).

2. Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update No. (ASU) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of additional information about specific expense categories in the notes to the financial statements. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, may be adopted on a prospective or retrospective basis, and early adoption is permitted. The Company is currently evaluating the effect that the new guidance will have on our related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which details the criteria for capitalization of internal-use software costs. The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, may be adopted on a prospective, modified, or retrospective transition approach, and early adoption is permitted. The Company is currently evaluating the effect that the new guidance will have on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which provides recognition, measurement, and presentation authoritative guidance for grants received by a business entity from a government. The ASU is effective for fiscal years beginning after December 15, 2028, and interim reporting periods within those fiscal years, may be adopted on a modified prospective, modified retrospective, or retrospective approach, and early adoption is permitted. The Company is currently evaluating the effect that the new guidance will have on our consolidated financial statements and related disclosures.

3. Operations and Segmentation

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.

The Company’s Chief Operating Decision Maker (CODM) is our Chief Executive Officer. The CODM assesses performance for our rail network and decides how to allocate resources based on net income as reported on our Consolidated Statements of Income. The measure of segment assets is reported on our Consolidated Statements of Financial Position as total assets.

Our operating revenues are primarily derived from contracts with customers for the transportation of freight from origin to destination.

Although our revenues are principally derived from customers domiciled in the U.S., the ultimate points of origination or destination for some products we transport are outside the U.S. Freight revenues from each of our commodity groups, as described in the table below, includes revenues from shipments to and from Mexico, which amounted to $729 million and $719 million for the three months ended March 31, 2026 and 2025, respectively.

Our significant segment expenses as monitored by the CODM are shown in the table below. This breakout of revenues and expenses is used by the CODM to monitor and assess the financial performance of our rail network by comparing actual results to prior years and plans.

Millions, for the three months ended March 31,			2026			2025
Bulk			$	2,026		$	1,836
Industrial			2,191			2,082
Premium			1,676			1,773
Total freight revenues			$	5,893		$	5,691
Other subsidiary revenues			175			194
Accessorial revenues			126			118
Other			23			24
Total operating revenues			$	6,217		$	6,027
Operating [a]			1,719			1,684
Administrative [a]			185			193
Locomotive fuel			630			591
Acquisition-related (Note 17)			36			-
Other segment items [b]			556			578
Depreciation			633			610
Other income, net			(91)			(78)
Interest expense			320			322
Income tax expense			528			501
Net income			$	1,701		$	1,626

*[a]*Operating and administrative includes compensation and benefits, purchased services and materials, equipment and other rents, non-locomotive fuel, and other expenses.

*[b]*Other segment items includes car hire and leases, casualty costs, state and local taxes, subsidiary expense, and other overhead expense.

4. Stock-Based Compensation

We have several stock-based compensation plans where employees receive nonvested stock options, nonvested retention shares, and nonvested stock units. We refer to the nonvested shares and stock units collectively as “retention awards”. Employees may also participate in our employee stock purchase plan (ESPP).

Information regarding stock-based compensation expense appears in the table below:

Millions, for the three months ended March 31,			2026			2025
Stock-based compensation, before tax:
Stock options			$	5		$	6
Retention awards			21			22
ESPP [a]			3			6
Total stock-based compensation, before tax			$	29		$	34
Excess income tax benefits from equity compensation plans			$	9		$	7

*[a]*Effective with the June 10, 2025, purchase (for employee services rendered in May 2025), the Company match was changed from 40% to 20% of amounts contributed by the employee up to a maximum employee contribution of 5% of monthly salary (limited to $15,000 annually).

Stock options – Stock options are granted at the closing price on the date of grant, have 10-year contractual terms, and vest no later than 3 years from the date of grant. At March 31, 2026, outstanding stock options are not subject to performance or market-based vesting conditions.

The table below shows the annual weighted-average assumptions used for Black-Scholes valuation purposes:

Weighted-average assumptions			2026						2025
Risk-free interest rate			3.7%						4.3%
Dividend yield			2.2%						2.2%
Expected life (years)			4.8						4.3
Volatility			22.3%						22.4%
Weighted-average grant-date fair value of options granted			$	50.32					$	48.70

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant; the expected dividend yield is calculated as the ratio of dividends paid per share of common stock to the stock price on the date of grant; the expected life is based on historical and expected exercise behavior; and expected volatility is based on the historical volatility of our stock price over the expected life of the stock option.

A summary of stock option activity during the three months ended March 31, 2026, is presented below:

			Options (thous.)			Weighted-average exercise price			Weighted-average remaining contractual term (in yrs.)			Aggregate intrinsic value (millions)
Outstanding at January 1, 2026			2,095			$	210.29		5.6			$	58
Granted			436			251.45			N/A			N/A
Exercised			(224)			146.82			N/A			N/A
Forfeited or expired			(12)			248.62			N/A			N/A
Outstanding at March 31, 2026			2,295			$	224.10		6.4			$	49
Vested or expected to vest at March 31, 2026			2,271			$	223.87		6.4			$	49
Options exercisable at March 31, 2026			1,507			$	211.41		5.0			$	49

At March 31, 2026, there was $27 million of unrecognized compensation expense related to nonvested stock options, which is expected to be recognized over a weighted-average period of 1.5 years. Additional information regarding stock option exercises appears in the following table:

Millions, for the three months ended March 31,			2026			2025
Intrinsic value of stock options exercised			$	24		$	20
Cash received from option exercises			30			41
Treasury shares repurchased for employee payroll taxes			(6)			(6)
Income tax benefit realized from option exercises			5			2
Aggregate grant-date fair value of stock options vested			15			16

Retention awards – Retention awards are granted at no cost to the employee, vest over periods lasting up to 3 years, and have dividends and dividend equivalents paid to participants during the vesting periods.

Changes in our retention awards during the three months ended March 31, 2026, were as follows:

			Shares (thous.)			Weighted-average grant-date fair value
Nonvested at January 1, 2026			878						$	232.18
Granted			256						246.29
Vested [a]			(444)						220.88
Forfeited			(5)						246.81
Nonvested at March 31, 2026			685						$	244.67

*[a]*Starting with the 2023 awards, the vesting period was changed from 4 years to 3 years, which results in the 2022 and 2023 awards both vesting in February of 2026.

At March 31, 2026, there was $96 million of total unrecognized compensation expense related to nonvested retention awards, which is expected to be recognized over a weighted-average period of 1.8 years.

Performance stock unit awards – In February 2026, our Board of Directors approved performance stock unit grants. This plan is based on performance targets for annual return on invested capital (ROIC) and operating income growth (OIG) compared to companies in the S&P 100 Industrials Index plus the Class I railroads. We define ROIC as net operating profit adjusted for interest expense (including interest on average operating lease liabilities) and taxes on interest divided by average invested capital adjusted for average operating lease liabilities.

The February 2026 stock units are subject to continued employment for 37 months, the attainment of certain levels of ROIC, and the relative three-year OIG. We expense two-thirds of the fair value of the units that are probable of being earned based on our forecasted ROIC over the three-year performance period, and with respect to the third year of the plan, we expense the remaining one-third of the fair value subject to the relative three-year OIG. We measure the fair value of performance stock units based upon the closing price of the underlying common stock as of the date of grant. Dividend equivalents are accumulated during the service period and paid to participants only after the units are earned.

Changes in our performance stock unit awards during the three months ended March 31, 2026, were as follows:

			Shares (thous.)			Weighted-average grant-date fair value
Nonvested at January 1, 2026			619						$	222.68
Granted			336						251.45
Vested			(72)						199.05
Unearned			(96)						202.81
Forfeited			(24)						248.70
Nonvested at March 31, 2026			763						$	239.26

At March 31, 2026, there was $27 million of total unrecognized compensation expense related to nonvested performance stock unit awards, which is expected to be recognized over a weighted-average period of 1.6 years. This expense is subject to achievement of the performance measures established for the performance stock unit grants.

5. Retirement Plans

We provide defined benefit retirement income to eligible non-union employees through qualified and non-qualified (supplemental) pension plans. Qualified and non-qualified pension benefits are based on years of service and the highest compensation during the latest years of employment, with specific reductions made for early retirements. Non-union employees hired on or after January 1, 2018, are no longer eligible for pension benefits, but are eligible for an enhanced 401(k) plan.

Expense

Pension expense is determined based upon the annual service cost of benefits (the actuarial cost of benefits earned during a period) and the interest cost on those liabilities, less the expected return on plan assets. The expected long-term rate of return on plan assets is applied to a calculated value of plan assets that recognizes changes in fair value over a 5-year period. This practice is intended to reduce year-to-year volatility in pension expense, but it can have the effect of delaying the recognition of differences between actual returns on assets and expected returns based on long-term rate of return assumptions. Differences in actual experience in relation to assumptions are not recognized in net income immediately but are deferred in accumulated other comprehensive income/loss and, if necessary, amortized as pension expense.

The components of our net periodic pension benefit/cost were as follows:

Millions, for the three months ended March 31,			2026			2025
Service cost			$	9		$	11
Interest cost			39			45
Expected return on plan assets			(56)			(60)
Amortization of actuarial loss			2			2
Net periodic pension (benefit)/cost			$	(6)		$	(2)

Cash contributions

For the three months ended March 31, 2026, cash contributions totaled $0 to the qualified pension plans. Any contributions made during 2026 will be based on cash generated from operations and financial market considerations. Our policy with respect to funding the qualified pension plans is to fund at least the minimum required by law and not more than the maximum amount deductible for tax purposes. At March 31, 2026, we do not have minimum cash funding requirements for 2026.

6. Other Income

Other income included the following:

Millions, for the three months ended March 31,			2026			2025
Real estate income			$	76		$	64
Net periodic pension benefit/(costs)			15			13
Interest income [a]			15			14
Non-operating property environmental remediation and restoration			(11)			(5)
Other [a]			(4)			(8)
Total			$	91		$	78

*[a]*Prior years have been recast to conform to the current year presentation.

7. Earnings Per Share

The following table provides a reconciliation between basic and diluted earnings per share:

Millions, except per share amounts, for the three months ended March 31,			2026			2025
Net income			$	1,701		$	1,626
Weighted-average number of shares outstanding:
Basic			593.0			601.0
Dilutive effect of stock options			0.2			0.3
Dilutive effect of retention awards			0.4			0.6
Diluted			593.6			601.9
Earnings per share - basic			$	2.87		$	2.71
Earnings per share - diluted			$	2.87		$	2.70
Stock options excluded as their inclusion would be anti-dilutive			1.3			0.9

8. Accumulated Other Comprehensive Income/Loss

Reclassifications out of accumulated other comprehensive income/loss were as follows (net of tax):

Millions			Defined benefit plans			Foreign currency translation			Derivative instruments [a]			Total
Balance at January 1, 2026			$	(427)		$	(179)		$	15		$	(591)
Other comprehensive income/(loss) before reclassifications			(1)			39			-			38
Amounts reclassified from accumulated other comprehensive income/(loss) [b]			-			-			-			-
Net quarter-to-date other comprehensive income/(loss), net of taxes of ($0.1) million			(1)			39			-			38
Balance at March 31, 2026			$	(428)		$	(140)		$	15		$	(553)
Balance at January 1, 2025			$	(498)		$	(241)		$	16		$	(723)
Other comprehensive income/(loss) before reclassifications			3			-			-			3
Amounts reclassified from accumulated other comprehensive income/(loss) [b]			-			-			-			-
Net quarter-to-date other comprehensive income/(loss), net of taxes of ($0.2) million			3			-			-			3
Balance at March 31, 2025			$	(495)		$	(241)		$	16		$	(720)

*[a]*Related to interest rate swaps from equity method investments.

*[b]*The defined benefit plans accumulated other comprehensive income/loss reclassification components are 1) prior service cost/credit and 2) net actuarial loss, which are both included in the computation of net periodic pension benefit/cost. See Note 5 Retirement Plans for additional details.

9. Accounts Receivable

Accounts receivable include freight and other receivables reduced by an allowance for doubtful accounts. At March 31, 2026, and December 31, 2025, our accounts receivable were reduced by $7 million and $4 million, respectively. Receivables not expected to be collected in one year and the associated allowances are classified as other assets in our Condensed Consolidated Statements of Financial Position. At March 31, 2026, and December 31, 2025, receivables classified as other assets were reduced by allowances of $62 million and $64 million, respectively.

Receivables securitization facility – On July 28, 2025, the Railroad completed the renewal of the receivables securitization facility (the Receivables Facility). The new $600 million, 3-year facility replaces the prior $800 million facility and will mature in July 2028. Under the Receivables Facility, the Railroad sells most of its eligible third-party receivables to Union Pacific Receivables, Inc. (UPRI), a consolidated, wholly-owned, bankruptcy-remote subsidiary that may subsequently transfer, without recourse, an undivided interest in accounts receivable to investors. The investors have no recourse to the Railroad’s other assets except for customary warranty and indemnity claims. Creditors of the Railroad do not have recourse to the assets of UPRI.

The amount recorded under the Receivables Facility was $0 at both March 31, 2026, and December 31, 2025. During the three months ended March 31, 2026, we issued $0 and repaid $0 under the Receivables Facility. The Receivables Facility was supported by $1.7 billion and $1.5 billion of accounts receivable as collateral at March 31, 2026 and December 31, 2025, respectively, which, as a retained interest, is included in accounts receivable, net in our Condensed Consolidated Statements of Financial Position.

The outstanding amount the Railroad maintains under the Receivables Facility may fluctuate based on current cash needs. The maximum allowed under the Receivables Facility is $600 million with availability directly impacted by eligible receivables, business volumes, and credit risks, including receivables payment quality measures such as default and dilution ratios. If default or dilution ratios increase one percent, the allowable outstanding amount under the Receivables Facility would not materially change.

The costs of the Receivables Facility include interest, which will vary based on prevailing benchmark and commercial paper rates, program fees paid to participating banks, commercial paper issuance costs, and fees of participating banks for unused commitment availability. The costs of the Receivables Facility are included in interest expense and were $1 million for both the three months ended March 31, 2026 and 2025.

10. Properties

The following tables list the major categories of property and equipment, as well as the weighted-average estimated useful life for each category (in years):

Millions, except estimated useful life As of March 31, 2026			Cost			Accumulated depreciation			Net book value			Estimated useful life
Land			$	5,475		N/A			$	5,475		N/A
Road:
Rail and other track material			19,831			8,016			11,815			43
Ties			12,893			4,361			8,532			34
Ballast			6,686			2,345			4,341			34
Other roadway [a]			24,719			6,186			18,533			47
Total road			64,129			20,908			43,221			N/A
Equipment:
Locomotives			10,059			3,801			6,258			17
Freight cars			3,090			1,133			1,957			23
Work equipment and other			1,343			555			788			17
Total equipment			14,492			5,489			9,003			N/A
Technology and other			1,430			688			742			12
Construction in progress			1,514			N/A			1,514			N/A
Total			$	87,040		$	27,085		$	59,955		N/A

Millions, except estimated useful life As of December 31, 2025			Cost			Accumulated depreciation			Net book value			Estimated useful life
Land			$	5,471		N/A			$	5,471		N/A
Road:
Rail and other track material			19,747			7,936			11,811			45
Ties			12,779			4,305			8,474			34
Ballast			6,646			2,309			4,337			34
Other roadway [a]			24,610			6,080			18,530			47
Total road			63,782			20,630			43,152			N/A
Equipment:
Locomotives			9,926			3,813			6,113			18
Freight cars			3,080			1,107			1,973			23
Work equipment and other			1,318			540			778			17
Total equipment			14,324			5,460			8,864			N/A
Technology and other			1,414			669			745			12
Construction in progress			1,413			N/A			1,413			N/A
Total			$	86,404		$	26,759		$	59,645		N/A

*[a]*Other roadway includes grading, bridges and tunnels, signals, buildings, and other road assets.

11. Accounts Payable and Other Current Liabilities

Millions			Mar. 31, 2026			Dec. 31, 2025
Accounts payable			$	940		$	804
Income and other taxes payable			845			491
Compensation-related accruals			522			642
Accrued casualty costs			303			278
Interest payable			248			375
Current operating lease liabilities			235			270
Equipment rents payable			98			102
Other			544			532
Total accounts payable and other current liabilities			$	3,735		$	3,494

12. Financial Instruments

Short-term investments – All of the Company's short-term investments consist of time deposits and government agency securities. These investments are considered Level 2 investments and are valued at amortized cost, which approximates fair value. As of March 31, 2026, and December 31, 2025, the Company had $300 million and $250 million of short-term investments, respectively. All short-term investments have a maturity of three to twelve months from the date of purchase and are classified as held-to-maturity.

Fair value of financial instruments – The fair value of our short- and long-term debt was estimated using a market value price model, which utilizes applicable U.S. Treasury rates along with current market quotes on comparable debt securities. All of the inputs used to determine the fair market value of the Corporation’s long-term debt are Level 2 inputs and obtained from an independent source. At March 31, 2026, the fair value of total debt was $25.0 billion, approximately $5.7 billion less than the carrying value. At December 31, 2025, the fair value of total debt was $26.5 billion, approximately $5.3 billion less than the carrying value. The fair value of the Corporation’s debt is a measure of its current value under present market conditions. The fair value of our cash equivalents approximates their carrying value due to the short-term maturities of these instruments.

13. Debt

Credit facilities – At March 31, 2026, we had $2.0 billion of credit available under our revolving credit facility (the Facility), which is designated for general corporate purposes and supports the issuance of commercial paper. During the three months ended March 31, 2026 we issued $0 and repaid $0 through the Facility. As of March 31, 2026, we had $0 outstanding with the Facility. Commitment fees and interest rates payable under the Facility are similar to fees and rates available to comparably rated, investment-grade borrowers. The Facility allows for borrowings at floating rates based on Term Secured Overnight Financing Rate (SOFR), plus a spread, depending upon credit ratings for our senior unsecured debt. The Facility, set to expire May 20, 2027, requires UPC to maintain an adjusted debt-to-EBITDA (earnings before interest, taxes, depreciation, and amortization) coverage ratio.

The definition of debt used for purposes of calculating the adjusted debt-to-EBITDA coverage ratio includes, among other things, certain credit arrangements, finance leases, guarantees, unfunded and vested pension benefits under Title IV of Employee Retirement Income Security Act of 1974 (ERISA), and unamortized debt discount and deferred debt issuance costs. At March 31, 2026, the Company was in compliance with the adjusted debt-to-EBITDA coverage ratio, which allows us to carry up to $48.2 billion of debt (as defined in the Facility), and we had $32.3 billion of debt (as defined in the Facility) outstanding at that date. The Facility does not include any other financial restrictions, credit rating triggers (other than rating-dependent pricing), or any other provision that could require us to post collateral. The Facility also includes a $150 million cross-default provision and a change-of-control provision.

During the three months ended March 31, 2026, we issued $0 and repaid $0 of commercial paper. As of March 31, 2026, we had $0 of commercial paper outstanding. Our revolving credit facility supports our outstanding commercial paper balances, and, unless we change the terms of our commercial paper program, our aggregate issuance of commercial paper will not exceed the amount of borrowings available under the Facility.

Shelf registration statement and significant new borrowings – We filed an automatic shelf registration statement with the SEC that became effective on February 13, 2024. On July 28, 2025, the Board of Directors authorized the issuance of up to $20.0 billion of debt securities. Under our shelf registration, we may issue, from time to time, any combination of debt securities, preferred stock, common stock, or warrants for debt securities or preferred stock in one or more offerings.

During the three months ended March 31, 2026, we did not issue any debt securities under this registration statement. At March 31, 2026, we had remaining authority from the Board of Directors to issue up to $20.0 billion of debt securities under our shelf registration.

Receivables securitization facility – As of both March 31, 2026, and December 31, 2025, we recorded $0 of borrowings under our Receivables Facility as secured debt. (See further discussion in the "Receivables Securitization Facility" section of Note 9).

14. Commitments and Contingencies

See Note 17 for a discussion on the pending acquisition of Norfolk Southern.

Asserted and unasserted claims – Various claims and lawsuits are pending against us and certain of our subsidiaries. We cannot fully determine the effect of all asserted and unasserted claims on our consolidated results of operations, financial condition, or liquidity. We have recorded a liability where asserted and unasserted claims are considered probable and where such claims can be reasonably estimated. We currently do not expect that any known lawsuits, claims, environmental costs, commitments, contingent liabilities, or guarantees will have a material adverse effect on our consolidated results of operations, financial condition, or liquidity after taking into account liabilities and insurance recoveries previously recorded for these matters.

In December 2019, we received a putative class action complaint under the Illinois Biometric Information Privacy Act, alleging violation due to the use of a finger scan system developed and managed by third parties. While we believe that we have strong defenses to the claims made in the complaint and will vigorously defend ourselves, there is no assurance regarding the ultimate outcome. The outcome of this litigation is inherently uncertain, and we cannot reasonably estimate any loss or range of loss that may arise from this matter.

Personal injury – The Federal Employers’ Liability Act (FELA) governs compensation for work-related accidents. Under FELA, damages are assessed based on a finding of fault through litigation or out-of-court settlements. We offer a comprehensive variety of services and rehabilitation programs for employees who are injured at work.

Because of the uncertainty surrounding the ultimate outcome of personal injury claims, it is reasonably possible that future costs to settle these claims may range from approximately $406 million to $523 million. We record an accrual at the low end of the range as no amount of loss within the range is more probable than any other. Estimates can vary over time due to evolving trends in litigation.

Our personal injury liability activity was as follows:

Millions, for the three months ended March 31,			2026			2025
Beginning balance			$	413		$	379
Current year accruals			29			26
Changes in estimates for prior years			(9)			2
Payments			(27)			(42)
Ending balance at March 31,			$	406		$	365
Current portion, ending balance at March 31,			$	95		$	117

Environmental costs – We are subject to federal, state, and local environmental laws and regulations. We have identified 346 sites where we are or may be liable for remediation costs associated with alleged contamination or for violations of environmental requirements. This includes 29 sites that are the subject of actions taken by the U.S. government, including 17 that are currently on the Superfund National Priorities List. Certain federal legislation imposes joint and several liability for the remediation of identified sites; consequently, our ultimate environmental liability may include costs relating to activities of other parties, in addition to costs relating to our own activities at each site.

Our environmental liability activity was as follows:

Millions, for the three months ended March 31,			2026			2025
Beginning balance			$	259		$	268
Accruals			22			17
Payments			(19)			(21)
Ending balance at March 31,			$	262		$	264
Current portion, ending balance at March 31,			$	62		$	76

The environmental liability includes future costs for remediation and restoration of sites, as well as ongoing monitoring costs, but excludes any anticipated recoveries from third parties. Cost estimates are based on information available for each site, financial viability of other potentially responsible parties, and existing technology, laws, and regulations. The ultimate liability for remediation is difficult to determine because of the number of potentially responsible parties, site-specific cost sharing arrangements with other potentially responsible parties, 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. Estimates of liability may vary over time due to changes in federal, state, and local laws governing environmental remediation. Current obligations are not expected to have a material adverse effect on our consolidated results of operations, financial condition, or liquidity.

Indemnities – Our maximum potential exposure under indemnification arrangements, including certain tax indemnifications, can range from a specified dollar amount to an unlimited amount, depending on the nature of the transactions and the agreements. Due to uncertainty as to whether claims will be made or how they will be resolved, we cannot reasonably determine the probability of an adverse claim or reasonably estimate any adverse liability or the total maximum exposure under these indemnification arrangements. We do not have any reason to believe that we will be required to make any material payments under these indemnity provisions.

15. Share Repurchase Programs

Effective April 1, 2025, our Board of Directors authorized the repurchase of up to 100 million shares of our common stock by March 31, 2028. As of March 31, 2026, we repurchased a total of 6.1 million shares of our common stock under the 2025 authorization. As part of the pending acquisition of Norfolk Southern described in Note 17, we paused our share repurchases.

Our previous authorization, which was effective April 1, 2022, through March 31, 2025, was approved by our Board of Directors for up to 100 million shares of common stock. We repurchased a total of 31.7 million shares of our common stock under the 2022 authorization.

The table below represents shares repurchased under repurchase programs in the three months ended March 31, 2026 and 2025:

			Number of shares purchased									Average price paid [a]
			2026			2025						2026			2025
First quarter [b]			-			5,745,601						$	-		$	250.74

*[a]*In the period of the final settlement, the average price under the accelerated share repurchase programs (ASRs) is calculated based on the total program value less the value assigned to the initial delivery of shares. The average price of the completed 2025 ASRs was $229.32.

*[b]*Includes 4,815,022 shares repurchased in February 2025 under the ASRs at the average price of $251.73.

Accelerated share repurchase programs – The Company has established ASRs with financial institutions to repurchase shares of our common stock. These ASRs have been structured so that at the time of commencement, we pay a specified amount to the financial institutions and receive an initial delivery of shares. Additional shares may be received at the time of settlement. The final number of shares to be received is based on the volume weighted average price of the Company's common stock during the ASR term, less a discount and subject to potential adjustments pursuant to the terms of such ASR.

On February 18, 2025, the Company received 4,815,022 shares of its common stock repurchased under ASRs for an aggregate of $1.5 billion. Upon settlement of these ASRs in the second quarter of 2025, we received 1,795,904 additional shares.

ASRs are accounted for as equity transactions, and at the time of receipt, shares are included in treasury stock at fair market value as of the corresponding initiation or settlement date. The Company reflects shares received as a repurchase of common stock in the weighted average common shares outstanding calculation for basic and diluted earnings per share.

16. Related Parties

UPRR and other North American railroad companies jointly own TTX Company (TTX). UPRR has a 37.03% economic interest in TTX while the other North American railroads own the remaining interest. In accordance with ASC 323 Investments - Equity Method and Joint Venture, UPRR applies the equity method of accounting to our investment in TTX.

TTX is a rail car pooling company that owns rail cars and intermodal wells to serve North America’s railroads. TTX assists railroads in meeting the needs of their customers by providing rail cars in an efficient, pooled environment. All railroads may utilize TTX rail cars through car hire by renting rail cars at stated rates.

UPRR had $2.0 billion recognized as investments related to TTX in our Condensed Consolidated Statements of Financial Position as of both March 31, 2026, and December 31, 2025. TTX car hire expense of $105 million and $112 million for the three months ended March 31, 2026 and 2025, respectively, are included in equipment and other rents in our Condensed Consolidated Statements of Income. In addition, UPRR had accounts payable to TTX of $70 million and $72 million at March 31, 2026, and December 31, 2025, respectively.

17. Pending Acquisition

Norfolk Southern Corporation (Norfolk Southern), a Virginia corporation, is one of the nation’s premier transportation companies, moving goods and materials that help drive the U.S. economy. Norfolk Southern connects customers to markets and communities to economic opportunity with safe, reliable, and cost-effective shipping solutions. Its Norfolk Southern Railway Company subsidiary operates in 22 states and the District of Columbia. Norfolk Southern is a major transporter of industrial products, including agriculture, forest, and consumer products, chemicals, and metals and construction materials. In addition, in the East, it serves every major container port and operates an extensive intermodal network. Norfolk Southern is also a principal carrier of coal, automobiles, and automotive parts. Norfolk Southern’s stock is publicly traded on the NYSE under the ticker symbol NSC.

On July 28, 2025, Union Pacific, Norfolk Southern, Ruby Merger Sub 1 Corporation, and Ruby Merger Sub 2 LLC, entered into an agreement and plan of merger (the merger agreement). The merger agreement provides, among other things, for the acquisition of Norfolk Southern by Union Pacific, subject to the satisfaction or waiver of the conditions specified therein, through two mergers: (i) first, Ruby Merger Sub 1 Corporation will merge with and into Norfolk Southern with Norfolk Southern surviving as a direct, wholly owned subsidiary of Union Pacific (the first merger); and (ii) second, immediately after the first merger, Norfolk Southern will merge with and into Ruby Merger Sub 2 LLC with Ruby Merger Sub 2 LLC surviving as a direct, wholly owned subsidiary of Union Pacific (second merger). The first merger and the second merger are collectively referred to as the mergers.

At the effective time of the first merger (first effective time), each share of Norfolk Southern common stock issued and outstanding immediately prior to the first effective time, except for shares held by Union Pacific or Norfolk Southern, or their direct or indirect subsidiaries (other than, with respect to shares held by Union Pacific, Norfolk Southern, Ruby Merger Sub 1 Corporation, or Ruby Merger Sub 2 LLC, shares held on behalf of third parties), will be converted automatically into the right to receive one validly issued, fully paid, and nonassessable share of Union Pacific common stock and $88.82 in cash, without interest. Assuming completion of the mergers, we expect approximately 225 million shares of common stock to be issued and approximately $20 billion of cash consideration to be paid. The cash consideration is expected to be funded through a combination of new debt and cash accumulated through cash provided by operating activities. The actual value of the transaction may fluctuate based upon changes in the price of Union Pacific common stock and the number of Norfolk Southern common shares outstanding at the first effective time.

The combination of Norfolk Southern and Union Pacific would create America’s first transcontinental railroad that spans over 50,000 miles across 43 states with access to 10 international interchanges and approximately 100 ports.

Union Pacific filed a registration statement on Form S-4 (File No. 333-290282), which the SEC declared effective on September 30, 2025. Union Pacific and Norfolk Southern each also filed definitive proxy statements on October 1, 2025. Both Union Pacific's and Norfolk Southern's special meetings of shareholders was held on November 14, 2025. Union Pacific shareholders approved the share issuance proposal, and Norfolk Southern shareholders approved the merger agreement proposal (each as described in the companies’ definitive proxy statements).

Completion of the mergers is conditioned on the receipt of Surface Transportation Board (STB) approval and a number of other conditions before the mergers can be consummated, as described in the merger agreement. On December 19, 2025, Union Pacific and Norfolk Southern (applicants) submitted a joint application to the STB seeking approval of the mergers. On December 19, 2025, the STB issued a decision inviting public comment on the application’s completeness. Comments were due December 29, 2025. The applicants replied to comments on January 2, 2026. On January 16, 2026, the STB issued a decision that the joint application was not accepted as complete. The decision does not result in the dismissal of the merger proceeding nor should it be read as an indication of how the STB might ultimately assess any future revised application. The applicants are permitted to file a revised application, which would commence a new review by the STB for completeness. The STB decision directed the applicants to file a letter by February 17, 2026, indicating if and when the applicants anticipate filing a revised application. On February 17, 2026, the applicants filed a letter indicating that a revised application would be filed on April 30, 2026.

Norfolk Southern's management and Board of Directors will continue to manage Norfolk Southern until the first effective time, pursuing its independent business plans and growth strategies. Subject to completion of the mergers, the acquisition is expected to be accounted for as a business combination using the acquisition method of accounting and is currently expected to be completed in 2027.

Union Pacific incurred the following acquisition-related expense associated with the merger agreement:

Millions, for the three months ended March 31,			2026
Acquisition-related expense
Compensation and benefits			$	2
Purchased services and materials			31
Other			3
Total acquisition-related expense [a]			$	36

*[a]*Certain acquisition-related costs are non-deductible for income tax purposes.

As of March 31, 2026, deferred share issuance costs of $13 million were recorded and will be recognized in paid-in-surplus upon completion of the mergers.

Both Union Pacific and Norfolk Southern may be required to pay the other a termination fee of $2.5 billion if the merger agreement is terminated under certain circumstances described in the merger agreement.