联合太平洋 2025年季度报告

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act. ☐Yes☑NoAs of July18, 2025, there were593,043,666shares of the Registrant's Common Stock outstanding. PART I. FINANCIAL INFORMATIONCondensed Consolidated Financial Statements: For thethreemonthsendedJune30, 2025 and 2024 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) For thethreemonthsendedJune30, 2025 and 2024 CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)AtJune30, 2025, and December 31, 2024 Controls and Procedures PART II. OTHER INFORMATIONLegal Proceedings 2 Condensed Consolidated Statements of Income (Unaudited)Union Pacific Corporation and Subsidiary Companies Weighted average number of shares - diluted594.8Condensed Consolidated Statements of Comprehensive Income (Unaudited)Union Pacific Corporation and Subsidiary CompaniesMillions, for the three months ended June 30,2025Net income$1,876$Other comprehensive income/(loss):Defined benefit plans(2)Foreign currency translation30Unrealized gain on derivative instruments-Total other comprehensive income/(loss) [a]28Comprehensive income$1,904$[a]Net of deferred taxes of ($1.7) million and $0.0million during the three months ended June30, 2025 and 2024, respectively.The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.3 Locomotive fuel Net income$1,876$1,673$3,502$[a]Operating and administrative includes compensation and benefits, purchased services and materials, equipment and other rents,non-locomotive fuel, and other expenses. Wehave several stock-based compensation plans where employees receive nonvested stock options,nonvestedretention shares, and nonvested stock units. We refer to the nonvested shares and stock units collectively as “retentionawards”. Employees may also participate in our employee stock purchase plan (ESPP). Stock-based compensation, before tax:$7$5$13$ Total stock-based compensation, before tax Excess income tax benefits from equity compensation plans$1$1$8$[a]Effective with the June 10, 2025, purchase (for employee services rendered in May 2025), the Company match was changed from40% to20% of amounts contributed by the employee up to a maximum employee contribution of5% of monthly salary (limited to$15,000annually). Dividend yield2.2%Expected life (years)4.322.4%Weighted-average grant-date fair value of options granted$48.70$61.75 life is based on historical and expected exercise behavior; and expected volatility is based on the historical volatility of ourstock price over the expected life of the stock option. A summary of stock option activity during the six months ended June30, 2025, is presented below: Options(thous.)Weighted-averageexercise priceWeighted-averageremaining contractualterm (in yrs.)Aggregateintrinsic value (250) Outstanding at June 30, 20252,136$208.606.1$Vested or expected to vest at June 30, 20252,115$208.336.0$Options exercisable at June 30, 20251,438$193.924.7$ 202520242025Intrinsic value of stock options exercised$1$4$21$Cash received from option exercises5946 Shares (thous.)grant-date fair valueNonvested at January 1, 2025607$ Pension expense is determined based upon the annual service cost of benefits (the actuarial cost of benefits earnedduring a period) and the interest cost on those liabilities, less the expected return on plan assets. The expected long-termrate of return on plan assets is applied to a calculated value of plan assets that recognizes changes in fair value over a5- Dilutive effect of stock options0.20.40.3Dilutive effect of retention shares and units0.50.50.6 Earnings per share - diluted$3.15$2.74$5.85$Stock options excluded as their inclusion would be anti-dilutive1.00.50.9 Definedbenefit plansForeigncurrencytranslationUnrealized gainon derivativeinstruments [a] Net quarter-to-date other comprehensive income/(loss), net of(2) Balance at January 1, 2025$(498)$(241)$16$Other comprehensive income/(loss) before reclassifications130- income/(loss) [b] taxes of ($1.9) million130-Balance at June 30, 2025$(497)$(211)$16$Balance at January 1, 2024$(484)$(146)$16$ undivided interest in accounts receivable to investors. The investors have no recourse to the Railroad’s other assetsexcept 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 $0at both June30, 2025, and December31, 2024. During the 2024, respectively, which, as a retained interest, is included in accounts receivable, net in our Condensed ConsolidatedStatements of Financial Position. The outstanding amount the Railroad maintains under the Receivables Facility may fluctuate based on current cash Rail and other track material 12,5934,2068,3876,5752,2