Union Pacific Corp 10-Q for FY2022 Q1
Union Pacific Corp (UNP)
About this 10-Q
Union Pacific Corp filed this 10-Q on April 21, 2022, covering the quarter ended March 31, 2022 (FY2022 Q1).
Headline figures
Quarter ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5.86B
- up 17.2% from $5B a year earlier
- Net income
- $1.63B
- up 21.6% from net income of $1.34B a year earlier
- Diluted EPS
- $2.57
- up 28.5% from $2.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices)
(Zip Code)
(
(Registrant’s telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| | | |
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.
☒
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).
☒
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.
| | ☑ | 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).
As of April 15, 2022, there were
UNION PACIFIC CORPORATION
AND SUBSIDIARY COMPANIES
| PART I. FINANCIAL INFORMATION | ||
| Item 1. |
||
| 3 | ||
| CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) |
||
| 3 | ||
| CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) |
||
| 4 | ||
| 5 | ||
| CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON SHAREHOLDERS’ EQUITY (Unaudited) |
||
| 6 | ||
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) |
7 | |
| Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
18 |
| Item 3. |
28 | |
| Item 4. |
28 | |
| PART II. OTHER INFORMATION | ||
| Item 1. |
29 | |
| Item 1A. |
29 | |
| Item 2. |
29 | |
| Item 3. |
30 | |
| Item 4. |
30 | |
| Item 5. |
||
| Item 6. |
||
| Certifications |
32 |
|
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, |
2022 |
2021 |
||||||
| Operating revenues: |
||||||||
| Freight revenues |
$ | $ | ||||||
| Other revenues |
||||||||
| Total operating revenues |
||||||||
| Operating expenses: |
||||||||
| Compensation and benefits |
||||||||
| Fuel |
||||||||
| Purchased services and materials |
||||||||
| Depreciation |
||||||||
| Equipment and other rents |
||||||||
| Other |
||||||||
| Total operating expenses |
||||||||
| Operating income |
||||||||
| Other income, net (Note 6) |
||||||||
| Interest expense |
( |
) | ( |
) | ||||
| Income before income taxes |
||||||||
| Income taxes |
( |
) | ( |
) | ||||
| Net income |
$ | $ | ||||||
| Share and Per Share (Note 7): |
||||||||
| Earnings per share - basic |
$ | $ | ||||||
| Earnings per share - diluted |
$ | $ | ||||||
| Weighted average number of shares - basic |
||||||||
| Weighted average number of shares - diluted |
||||||||
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
Union Pacific Corporation and Subsidiary Companies
| Millions, for the Three Months Ended March 31, | 2022 | 2021 | ||||||
| Net income | $ | $ | ||||||
| Other comprehensive income/(loss): | ||||||||
| Defined benefit plans | ||||||||
| Foreign currency translation | ( | ) | ||||||
| Total other comprehensive income/(loss) [a] | ( | ) | ||||||
| Comprehensive income | $ | $ | ||||||
| [a] |
Net of deferred taxes of ($5) million and ($8) million during the three months ended March 31, 2022 and 2021, 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
| Mar. 31, | Dec. 31, | |||||||
| Millions, Except Share and Per Share Amounts | 2022 | 2021 | ||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term investments (Note 12) | ||||||||
| Accounts receivable, net (Note 9) | ||||||||
| Materials and supplies | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Investments | ||||||||
| Properties, net (Note 10) | ||||||||
| Operating lease assets | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Common Shareholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and other current liabilities (Note 11) | $ | $ | ||||||
| Debt due within one year (Note 13) | ||||||||
| Total current liabilities | ||||||||
| Debt due after one year (Note 13) | ||||||||
| Operating lease liabilities | ||||||||
| Deferred income taxes | ||||||||
| Other long-term liabilities | ||||||||
| Commitments and contingencies (Note 14) | ||||||||
| Total liabilities | ||||||||
| Common shareholders' equity: | ||||||||
| Common shares, $ par value, authorized; and | ||||||||
| issued; and outstanding, respectively | ||||||||
| Paid-in-surplus | ||||||||
| Retained earnings | ||||||||
| Treasury stock | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss (Note 8) | ( | ) | ( | ) | ||||
| Total common shareholders' equity | ||||||||
| Total liabilities and common shareholders' equity | $ | $ | ||||||
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, |
2022 |
2021 |
||||||
| Operating Activities |
||||||||
| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to cash provided by operating activities: |
||||||||
| Depreciation |
||||||||
| Deferred and other income taxes |
||||||||
| Other operating activities, net |
( |
) | ( |
) | ||||
| Changes in current assets and liabilities: |
||||||||
| Accounts receivable, net |
( |
) | ( |
) | ||||
| Materials and supplies |
( |
) | ( |
) | ||||
| Other current assets |
( |
) | ( |
) | ||||
| Accounts payable and other current liabilities |
( |
) | ||||||
| Income and other taxes |
||||||||
| Cash provided by operating activities |
||||||||
| Investing Activities |
||||||||
| Capital investments |
( |
) | ( |
) | ||||
| Proceeds from asset sales |
||||||||
| Maturities of short-term investments (Note 12) |
||||||||
| Purchases of short-term investments (Note 12) |
( |
) | ||||||
| Other investing activities, net |
( |
) | ||||||
| Cash used in investing activities |
( |
) | ( |
) | ||||
| Financing Activities |
||||||||
| Debt issued (Note 13) |
||||||||
| Share repurchase programs (Note 15) |
( |
) | ( |
) | ||||
| Debt repaid |
( |
) | ( |
) | ||||
| Dividends paid |
( |
) | ( |
) | ||||
| Accelerated share repurchase programs pending final settlement (Note 15) |
( |
) | ||||||
| Net issued/(paid) commercial paper (Note 13) |
( |
) | ( |
) | ||||
| Other financing activities, net |
( |
) | ( |
) | ||||
| Cash used in financing activities |
( |
) | ( |
) | ||||
| Net Change in Cash, Cash Equivalents, and Restricted Cash |
( |
) | ( |
) | ||||
| Cash, cash equivalents, and restricted cash at beginning of year |
||||||||
| Cash, cash equivalents, and restricted cash at end of period |
$ | $ | ||||||
| Supplemental Cash Flow Information |
||||||||
| Non-cash investing and financing activities: |
||||||||
| Capital investments accrued but not yet paid |
$ | $ | ||||||
| Common shares repurchased but not yet paid |
||||||||
| Cash (paid for)/received from: |
||||||||
| Income taxes, net of refunds |
$ | ( |
) | $ | ( |
) | ||
| Interest, net of amounts capitalized |
( |
) | ( |
) | ||||
| Reconciliation of cash, cash equivalents, and restricted cash |
||||||||
| to the Condensed Consolidated Statement of Financial Position: |
||||||||
| Cash and cash equivalents |
$ | $ | ||||||
| Restricted cash equivalents in other current assets |
||||||||
| Restricted cash equivalents in other assets |
||||||||
| Total cash, cash equivalents and restricted cash equivalents per above |
$ | $ | ||||||
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, 2021 | ( | ) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Conversion, stock option exercises, forfeitures, ESPP, and other [b] | ( | ) | ||||||||||||||||||||||||||||||
| Share repurchase programs (Note 15) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Dividends declared ($ per share) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at March 31, 2021 | ( | ) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
| Balance at January 1, 2022 | ( | ) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss) | ||||||||||||||||||||||||||||||||
| Conversion, stock option exercises, forfeitures, ESPP, and other [b] | ( | ) | ||||||||||||||||||||||||||||||
| Share repurchase programs (Note 15) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Dividends declared ($ per share) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at March 31, 2022 | ( | ) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
| [a] |
AOCI = Accumulated Other Comprehensive Income/Loss (Note 8) |
| [b] | ESPP = employee stock purchase plan (Note 4) |
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 the “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 2021 Annual Report on Form 10-K. Our Consolidated Statement of Financial Position at December 31, 2021, is derived from audited financial statements. The results of operations for the three months ended March 31, 2022, are not necessarily indicative of the results for the entire year ending December 31, 2022.
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 2021, the FASB issued Accounting Standards Update No. (ASU) 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires business entities to provide certain disclosures when they have received government assistance and use a grant or contribution accounting model by analogy to other accounting guidance. The ASU was effective January 1, 2022, and had no material impact on our consolidated financial statements and related disclosures.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP principles to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued due to reference rate reform. This guidance was effective beginning on March 12, 2020, and can be adopted on a prospective basis no later than December 31, 2022, with early adoption 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
The following table represents a disaggregation of our freight and other revenues:
| Millions, for the Three Months Ended March 31, | 2022 | 2021 | ||||||
| Bulk | $ | $ | ||||||
| Industrial | ||||||||
| Premium | ||||||||
| Total freight revenues | $ | $ | ||||||
| Other subsidiary revenues | ||||||||
| Accessorial revenues | ||||||||
| Other | ||||||||
| Total operating revenues | $ | $ | ||||||
Although our revenues are principally derived from customers domiciled in the U.S., the ultimate points of origin or destination for some products we transport are outside the U.S. Each of our commodity groups includes revenue from shipments to and from Mexico. Included in the above table are freight revenues from our Mexico business which amounted to $
4. Stock-Based Compensation
We have several stock-based compensation plans under which 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”. Starting in July 2021, employees are also able to participate in our employee stock purchase plan (ESPP).
Information regarding stock-based compensation appears in the table below:
| Millions, for the Three Months Ended March 31, |
2022 |
2021 |
||||||
| Stock-based compensation, before tax: |
||||||||
| Stock options |
$ | $ | ||||||
| Retention awards |
||||||||
| ESPP |
||||||||
| Total stock-based compensation, before tax |
$ | $ | ||||||
| Excess tax benefits from equity compensation plans |
$ | $ | ||||||
Stock Options – Stock options are granted at the closing price on the date of grant, have
The table below shows the annual weighted-average assumptions used for Black-Scholes valuation purposes:
| Weighted-Average Assumptions |
2022 |
2021 |
||||||
| Risk-free interest rate |
% | % | ||||||
| Dividend yield |
% | % | ||||||
| Expected life (years) |
||||||||
| Volatility |
% | % | ||||||
| Weighted-average grant-date fair value of options granted |
$ | $ | ||||||
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, 2022, is presented below:
| Options (thous.) |
Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (millions) | |||||||||||||
| Outstanding at January 1, 2022 |
$ | $ | ||||||||||||||
| Granted |
N/A | N/A | ||||||||||||||
| Exercised |
( |
) | N/A | N/A | ||||||||||||
| Forfeited or expired |
( |
) | N/A | N/A | ||||||||||||
| Outstanding at March 31, 2022 |
$ | $ | ||||||||||||||
| Vested or expected to vest at March 31, 2022 |
$ | $ | ||||||||||||||
| Options exercisable at March 31, 2022 |
$ | $ | ||||||||||||||
At March 31, 2022, there was $
| Millions, for the Three Months Ended March 31, |
2022 |
2021 |
||||||
| Intrinsic value of stock options exercised |
$ | $ | ||||||
| Cash received from option exercises |
||||||||
| Treasury shares repurchased for employee payroll taxes |
( |
) | ( |
) | ||||
| Tax benefit realized from option exercises |
||||||||
| Aggregate grant-date fair value of stock options vested |
||||||||
Retention Awards – Retention awards are granted at no cost to the employee, vest over periods lasting up to
Changes in our retention awards during the three months ended March 31, 2022, were as follows:
| Shares (thous.) |
Weighted-Average Grant-Date Fair Value | |||||||
| Nonvested at January 1, 2022 |
$ | |||||||
| Granted |
||||||||
| Vested |
( |
) | ||||||
| Forfeited |
( |
) | ||||||
| Nonvested at March 31, 2022 |
$ | |||||||
At March 31, 2022, there was $
Performance Retention Awards – In February 2022, 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.
Changes in our performance retention awards during the three months ended March 31, 2022, were as follows:
| Shares (thous.) |
Weighted-Average Grant-Date Fair Value |
|||||||
| Nonvested at January 1, 2022 |
$ | |||||||
| Granted |
||||||||
| Vested |
( |
) | ||||||
| Unearned |
( |
) | ||||||
| Forfeited |
( |
) | ||||||
| Nonvested at March 31, 2022 |
$ | |||||||
At March 31, 2022, there was $
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
The components of our net periodic pension cost were as follows:
| Millions, for the Three Months Ended March 31, |
2022 |
2021 |
||||||
| Service cost |
$ | $ | ||||||
| Interest cost |
||||||||
| Expected return on plan assets |
( |
) | ( |
) | ||||
| Amortization of actuarial loss |
||||||||
| Net periodic pension cost |
$ | $ | ||||||
Cash Contributions
For the three months ended March 31, 2022, cash contributions totaled $0 to the qualified pension plans. Any contributions made during 2022 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, 2022, we do not have minimum cash funding requirements for 2022.
6. Other Income
Other income included the following:
| Millions, for the Three Months Ended March 31, |
2022 |
2021 |
||||||
| Rental income |
$ | $ | ||||||
| Environmental remediation and restoration | ( |
) | ( |
) | ||||
| Net periodic pension costs |
||||||||
| Other |
||||||||
| Total |
$ | $ | ||||||
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, |
2022 |
2021 |
||||||
| Net income |
$ | $ | ||||||
| Weighted-average number of shares outstanding: |
||||||||
| Basic |
||||||||
| Dilutive effect of stock options |
||||||||
| Dilutive effect of retention shares and units |
||||||||
| Diluted |
||||||||
| Earnings per share – basic |
$ | $ | ||||||
| Earnings per share – diluted |
$ | $ | ||||||
| Stock options excluded as their inclusion would be anti-dilutive |
||||||||
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 | Total | |||||||||
| Balance at January 1, 2022 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Other comprehensive income/(loss) before reclassifications | ||||||||||||
| Amounts reclassified from accumulated other comprehensive income/(loss) [a] | ||||||||||||
| Net year-to-date other comprehensive income/(loss), net of taxes of ($) million | ||||||||||||
| Balance at March 31, 2022 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Balance at January 1, 2021 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Other comprehensive income/(loss) before reclassifications | ( | ) | ( | ) | ( | ) | ||||||
| Amounts reclassified from accumulated other comprehensive income/(loss) [a] | ||||||||||||
| Net year-to-date other comprehensive income/(loss), net of taxes of ($) million | ( | ) | ( | ) | ||||||||
| Balance at March 31, 2021 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| [a] |
The 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 cost. See Note 5 Retirement Plans for additional details. |
9. Accounts Receivable
Accounts receivable includes freight and other receivables reduced by an allowance for doubtful accounts. At March 31, 2022, and December 31, 2021, our accounts receivable were reduced by $
Receivables Securitization Facility – The Railroad maintains an $
The amount recorded under the Receivables Facility was $
The outstanding amount the Railroad maintains under the Receivables Facility may fluctuate based on current cash needs. The maximum allowed under the facility is $
Subsequent Event – On April 14, 2022, the Railroad drew $
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 |
Accumulated |
Net Book |
Estimated |
|||||||||||||
| As of March 31, 2022 |
Cost |
Depreciation |
Value |
Useful Life |
||||||||||||
| Land |
$ | $ | N/A | $ | N/A | |||||||||||
| Road: |
||||||||||||||||
| Rail and other track material |
||||||||||||||||
| Ties |
||||||||||||||||
| Ballast |
||||||||||||||||
| Other roadway [a] |
||||||||||||||||
| Total road |
N/A | |||||||||||||||
| Equipment: |
||||||||||||||||
| Locomotives |
||||||||||||||||
| Freight cars |
||||||||||||||||
| Work equipment and other |
||||||||||||||||
| Total equipment |
N/A | |||||||||||||||
| Technology and other |
||||||||||||||||
| Construction in progress |
N/A | |||||||||||||||
| Total |
$ | $ | $ | N/A | ||||||||||||
| [a] |
Other roadway includes grading, bridges and tunnels, signals, buildings, and other road assets. |
| Millions, Except Estimated Useful Life |
Accumulated |
Net Book |
Estimated |
|||||||||||||
| As of December 31, 2021 |
Cost |
Depreciation |
Value |
Useful Life |
||||||||||||
| Land |
$ | $ | N/A | $ | N/A | |||||||||||
| Road: |
||||||||||||||||
| Rail and other track material |
||||||||||||||||
| Ties |
||||||||||||||||
| Ballast |
||||||||||||||||
| Other roadway [a] |
||||||||||||||||
| Total road |
N/A | |||||||||||||||
| Equipment: |
||||||||||||||||
| Locomotives |
||||||||||||||||
| Freight cars |
||||||||||||||||
| Work equipment and other |
||||||||||||||||
| Total equipment |
N/A | |||||||||||||||
| Technology and other |
||||||||||||||||
| Construction in progress |
N/A | |||||||||||||||
| Total |
$ | $ | $ | N/A | ||||||||||||
| [a] |
Other roadway includes grading, bridges and tunnels, signals, buildings, and other road assets. |
11. Accounts Payable and Other Current Liabilities
| Mar. 31, |
Dec. 31, |
|||||||
| Millions |
2022 |
2021 |
||||||
| Income and other taxes payable |
$ | $ | ||||||
| Accounts payable |
||||||||
| Accrued wages and vacation |
||||||||
| Current operating lease liabilities |
||||||||
| Interest payable |
||||||||
| Accrued casualty costs |
||||||||
| Equipment rents payable |
||||||||
| Other |
||||||||
| Total accounts payable and other current liabilities |
$ | $ | ||||||
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, 2022, the Company had $
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, 2022, the fair value of total debt was $
13. Debt
Credit Facilities – At March 31, 2022, we had $
During the three months ended March 31, 2022, we issued $
Shelf Registration Statement and Significant New Borrowings – On February 3, 2022, the Board of Directors renewed its authorization for the Company to issue up to $
During the three months ended March 31, 2022, we issued the following unsecured, fixed-rate debt securities under our shelf registration:
| Date | Description of Securities |
| February 14, 2022 |
|
|
| |
|
| |
|
|
We used the net proceeds from the offerings for general corporate purposes, including the repurchase of common stock pursuant to our share repurchase programs. These debt securities include change-of-control provisions. At March 31, 2022, we had remaining authority to issue up to $
Receivables Securitization Facility – As of March 31, 2022, and December 31, 2021, we recorded $
Subsequent Event – On , we redeemed all $
14. Commitments and Contingencies
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. To the extent possible, we have recorded a liability where asserted and unasserted claims are considered probable and where such claims can be reasonably estimated. We 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.
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.
Approximately
Our personal injury liability activity was as follows:
| Millions, for the Three Months Ended March 31, |
2022 |
2021 |
||||||
| Beginning balance |
$ | $ | ||||||
| Current year accruals |
||||||||
| Changes in estimates for prior years |
||||||||
| Payments |
( |
) | ( |
) | ||||
| Ending balance at March 31, |
$ | $ | ||||||
| Current portion, ending balance at March 31, |
$ | $ | ||||||
Environmental Costs – We are subject to federal, state, and local environmental laws and regulations. We have identified
| Millions, for the Three Months Ended March 31, |
2022 |
2021 |
||||||
| Beginning balance |
$ | $ | ||||||
| Accruals |
||||||||
| Payments |
( |
) | ( |
) | ||||
| Ending balance at March 31, |
$ | $ | ||||||
| Current portion, ending balance at March 31, |
$ | $ | ||||||
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.
Insurance – The Company has a consolidated, wholly-owned captive insurance subsidiary (the captive), that provides insurance coverage for certain risks including workers compensation, general liability, auto liability, and FELA claims. The captive receives direct premiums, which are netted against the Company’s premium costs in other expenses in the Condensed Consolidated Statements of Income. We record both liabilities and reinsurance receivables using an actuarial analysis based on historical experience in our Condensed Consolidated Statements of Financial Position.
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, 2022, our Board of Directors authorized the repurchase of up to
Our previous authorization, which was effective April 1, 2019, through March 31, 2022, was approved by our Board of Directors for up to
The table below represents shares repurchased under the repurchase program in the first quarter of 2022 and 2021:
| Number of Shares Purchased | Average Price Paid [a] | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| First quarter [b] | $ | $ | ||||||||||||||
| [a] | In the period of the final settlement, the average price paid under the accelerated share repurchase programs is calculated based on the total program value less the value assigned to the initial delivery of shares. The average price of the initial settlement of the 2022 accelerated share repurchase programs was $ |
| [b] | Includes |
Management's assessments of market conditions and other pertinent factors guide the timing and volume of all repurchases. We expect to fund any share repurchases under this program through cash generated from operations, the sale or lease of various operating and non-operating properties, debt issuances, and cash on hand. Open market repurchases are recorded in treasury stock at cost, which includes any applicable commissions and fees.
Accelerated Share Repurchase Programs – The Company has established accelerated share repurchase programs (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, 2022, the Company received
On May 26, 2021, the Company received
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
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 have the ability to utilize TTX rail cars through car hire by renting rail cars at stated rates.
UPRR had $
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
RESULTS OF OPERATIONS
Three Months Ended March 31, 2022, Compared to
Three Months Ended March 31, 2021
For purposes of this report, unless the context otherwise requires, all references herein to “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”.
The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and applicable notes to the Condensed Consolidated Financial Statements, Item 1, and other information included in this report. Our Condensed Consolidated Financial Statements are unaudited and reflect all adjustments (consisting only 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).
The Railroad, along with its subsidiaries and rail affiliates, is our one reportable business 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.
Critical Accounting Estimates
We base our discussion and analysis of our financial condition and results of operations upon our Condensed Consolidated Financial Statements. The preparation of these financial statements requires estimation and judgment that affect the reported amounts of revenues, expenses, assets, and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. If these estimates differ materially from actual results, the impact on the Condensed Consolidated Financial Statements may be material. Our critical accounting estimates are available in Item 7 of our 2021 Annual Report on Form 10-K. There have not been any significant changes with respect to these policies during the first three months of 2022.
RESULTS OF OPERATIONS
Quarterly Summary
The Company reported earnings of $2.57 per diluted share on net income of $1.6 billion and an operating ratio of 59.4% in the first quarter of 2022 compared to earnings of $2.00 per diluted share on net income of $1.3 billion and an operating ratio of 60.1% for the first quarter of 2021. Freight revenues increased 17% in the quarter compared to the same period in 2021 driven by increases in average revenue per car (ARC) and volume of 12% and 4%, respectively. The ARC increase was due to higher fuel surcharge revenue, core pricing gains, and positive mix of traffic (for example, a relative increase in industrial shipments, which have a higher ARC). As the economy strengthened in the first quarter of 2022, volume growth was seen in all commodity groups except the energy and specialized markets, driven by lower petroleum shipments, and intermodal, due to the on-going supply chain disruptions. Weather events did not have a significant impact on our operations in the first quarter 2022. Revenues and costs improved year-over-year due to the impact of Winter Storm Uri on first quarter 2021, which reduced carloads and increased operating costs.
With the onset of the Russia-Ukraine conflict (the conflict) in late February 2022, crude oil prices rose to over $100 a barrel driving a 59% increase in our average fuel price for the quarter. In addition, in response to the conflict and ensuing Office of Foreign Assets Controls (OFAC) sanctions we evaluated our customer and supplier relationships to safeguard the Company against violations of these sanctions. If any of our business partners with known Russian ties become sanctioned or if we take proactive steps in light of the ongoing conflict, we do not expect such actions to have a material adverse effect on our results of operations, financial condition, and liquidity. Along with the higher cost of fuel, costs increased due to inflation, volume, and the reduced fluidity of our network. These increased costs only partially offset the higher revenue, resulting in a 19% increase in operating income in the first quarter compared to the same period in 2021.
Operating Revenues
| Millions, for the Three Months Ended March 31, |
2022 |
2021 |
Change |
% | ||||||||
| Freight revenues |
$ | 5,440 | $ | 4,649 | 17 | % |
||||||
| Other subsidiary revenues |
205 | 177 | 16 | |||||||||
| Accessorial revenues |
201 | 161 | 25 | |||||||||
| Other |
14 | 14 | - | |||||||||
| Total |
$ | 5,860 | $ | 5,001 | 17 | % |
||||||
We generate freight revenues by transporting products from our three commodity groups. Freight revenues vary with volume (carloads) and ARC. Changes in price, traffic mix, and fuel surcharges drive ARC. Customer incentives, which are primarily provided for shipping to/from specific locations or based on cumulative volumes, are recorded as a reduction to operating revenues. Customer incentives that include variable consideration based on cumulative volumes are estimated using the expected value method, which is based on available historical, current, and forecasted volumes, and recognized as the related performance obligation is satisfied. We recognize freight revenues over time as shipments move from origin to destination. The allocation of revenues between reporting periods is based on the relative transit time in each reporting period with expenses recognized as incurred.
Other subsidiary revenues (primarily logistics and commuter rail operations) are generally recognized over time as shipments move from origin to destination. The allocation of revenues between reporting periods is based on the relative transit time in each reporting period with expenses recognized as incurred. Accessorial revenues are recognized at a point in time as performance obligations are satisfied.
Freight revenues increased 17% during the first quarter of 2022 compared to 2021, resulting from higher fuel surcharges, a 4% volume increase, core pricing gains, and positive mix of traffic. Volume growth in coal, metals and minerals, industrial chemicals and plastics, and automotive parts were partially offset by declines in international intermodal and petroleum shipments.
Other subsidiary revenues increased in the first quarter compared to 2021 primarily driven by revenues at our subsidiary that brokers intermodal and transload logistics services as a result of the recovery of automotive parts shipments and contract wins. Accessorial revenue increased in the first quarter compared to 2021 driven by increased intermodal accessorial charges resulting from the ongoing global supply chain disruptions.
| Freight Revenues |
|
|||||||||||
| Millions, for the Three Months Ended March 31, |
2022 |
2021 |
Change |
% | ||||||||
| Grain & grain products |
$ | 877 | $ | 766 | 14 | % |
||||||
| Fertilizer |
180 | 170 | 6 | |||||||||
| Food & refrigerated |
267 | 235 | 14 | |||||||||
| Coal & renewables |
508 | 341 | 49 | |||||||||
| Bulk |
1,832 | 1,512 | 21 | |||||||||
| Industrial chemicals & plastics |
520 | 435 | 20 | |||||||||
| Metals & minerals |
485 | 375 | 29 | |||||||||
| Forest products |
364 | 316 | 15 | |||||||||
| Energy & specialized markets |
552 | 530 | 4 | |||||||||
| Industrial |
1,921 | 1,656 | 16 | |||||||||
| Automotive |
501 | 447 | 12 | |||||||||
| Intermodal |
1,186 | 1,034 | 15 | |||||||||
| Premium |
1,687 | 1,481 | 14 | |||||||||
| Total |
$ | 5,440 | $ | 4,649 | 17 | % |
||||||
| Revenue Carloads |
|
|||||||||||
| Thousands, for the Three Months Ended March 31, |
2022 |
2021 |
Change |
% | ||||||||
| Grain & grain products |
205 | 203 | 1 | % |
||||||||
| Fertilizer |
45 | 44 | 2 | |||||||||
| Food & refrigerated |
47 | 45 | 4 | |||||||||
| Coal & renewables |
225 | 174 | 29 | |||||||||
| Bulk |
522 | 466 | 12 | |||||||||
| Industrial chemicals & plastics |
160 | 140 | 14 | |||||||||
| Metals & minerals |
182 | 146 | 25 | |||||||||
| Forest products |
64 | 60 | 7 | |||||||||
| Energy & specialized markets |
131 | 139 | (6 | ) | ||||||||
| Industrial |
537 | 485 | 11 | |||||||||
| Automotive |
190 | 180 | 6 | |||||||||
| Intermodal [a] |
757 | 796 | (5 | ) | ||||||||
| Premium |
947 | 976 | (3 | ) | ||||||||
| Total |
2,006 | 1,927 | 4 | % |
||||||||
| Average Revenue per Car |
||||||||||||
| for the Three Months Ended March 31, |
2022 |
2021 |
Change |
% | ||||||||
| Grain & grain products |
$ | 4,269 | $ | 3,782 | 13 | % | ||||||
| Fertilizer |
4,016 | 3,852 | 4 | |||||||||
| Food & refrigerated |
5,637 | 5,234 | 8 | |||||||||
| Coal & renewables |
2,262 | 1,958 | 16 | |||||||||
| Bulk |
3,508 | 3,246 | 8 | |||||||||
| Industrial chemicals & plastics |
3,247 | 3,113 | 4 | |||||||||
| Metals & minerals |
2,660 | 2,563 | 4 | |||||||||
| Forest products |
5,672 | 5,244 | 8 | |||||||||
| Energy & specialized markets |
4,219 | 3,828 | 10 | |||||||||
| Industrial |
3,574 | 3,417 | 5 | |||||||||
| Automotive |
2,640 | 2,485 | 6 | |||||||||
| Intermodal [a] |
1,566 | 1,299 | 21 | |||||||||
| Premium |
1,782 | 1,517 | 17 | |||||||||
| Average |
$ | 2,711 | $ | 2,413 | 12 | % | ||||||
| [a] |
For intermodal shipments each container or trailer equals one carload. |
Bulk – Bulk includes shipments of grain and grain products, fertilizer, food and refrigerated goods, and coal and renewables. Freight revenues from bulk shipments increased in the first quarter of 2022 compared to 2021 due to 12% higher volume, higher fuel surcharge revenue, and core pricing gains, partially offset by a negative mix of traffic (increased coal shipments). Coal and renewable carloads were up 29% in the first quarter of 2022 compared to 2021 because of higher natural gas prices and contract wins.
Industrial – Industrial includes shipments of industrial chemicals and plastics, metals and minerals, forest products, and energy and specialized markets. Freight revenues from industrial shipments increased in the first quarter of 2022 compared to the same period in 2021 due to 11% higher volume, higher fuel surcharge revenue, and core pricing gains, partially offset by negative mix of traffic (increased short haul rock shipments). In the first quarter of 2021, many of our customers in the Gulf Coast experienced Winter Storm Uri interruptions for an extended period causing a significant impact on the industrial chemicals and plastics and metals and minerals industries. Last year’s weather event coupled with strong demand drove the year-over-year increase for the impacted commodities. Petroleum shipments declined due to unfavorable regional crude oil pricing spreads and regulatory challenges in Mexico markets.
Premium – Premium includes shipments of finished automobiles, automotive parts, and merchandise in intermodal containers, both domestic and international. Premium freight revenues increased in the first quarter of 2022 compared to 2021 due to higher fuel surcharge, core pricing gains, positive mix of traffic (lower international intermodal shipments), partially offset by a 3% decline in volume. Intermodal shipments declined 5% driven primarily by ongoing international supply chain disruptions, partially offset by domestic contract wins, tight truck capacity, and strength in e-commerce parcel shipments. Automotive shipments increased 6% compared to first quarter 2021 driven by an increase in automotive parts shipments as the automotive industry slowly recovers from the shortage of semiconductors and last year’s weather disruptions.
Mexico Business – Each of our commodity groups includes revenues from shipments to and from Mexico. Revenues from Mexico business increased 16% to $654 million in the first quarter of 2022 compared to 2021 driven by higher fuel surcharge revenues, positive business mix (lower intermodal shipments), a 1% volume increase, and core pricing gains. The volume increase was driven by shipments of automotive parts, steel, and coal, partially offset by intermodal and petroleum.
Operating Expenses
| Millions, for the Three Months Ended March 31, |
2022 |
2021 |
Change |
% | ||||||||
| Compensation and benefits |
$ | 1,101 | $ | 1,026 | 7 | % |
||||||
| Fuel |
714 | 411 | 74 | |||||||||
| Purchased services and materials |
561 | 490 | 14 | |||||||||
| Depreciation |
555 | 549 | 1 | |||||||||
| Equipment and other rents |
215 | 212 | 1 | |||||||||
| Other |
337 | 320 | 5 | |||||||||
| Total |
$ | 3,483 | $ | 3,008 | 16 | % |
||||||
Compensation and Benefits – Compensation and benefits include wages, payroll taxes, health and welfare costs, pension costs, and incentive costs. For the first quarter, expenses increased 7% compared to 2021 due to wage inflation, excess network costs, and an increase in carload volumes resulting in a 1% increase in employee levels, partially offset by last year’s weather-related expenses.
Fuel – Fuel includes locomotive fuel and gasoline for highway and non-highway vehicles and heavy equipment. Fuel expense increased in the first quarter of 2022 compared to the same period in 2021 driven by a 59% increase in locomotive diesel fuel prices, which averaged $2.95 and $1.85 per gallon (including taxes and transportation costs) in the first quarter of 2022 and 2021, respectively. A 9% increase in gross ton-miles also contributed to the higher expense. Fuel consumption rate, computed as gallons of fuel consumed divided by gross ton-mile in thousands, improved slightly.
Purchased Services and Materials – Expense for purchased services and materials includes the costs of services purchased from outside contractors and other service providers (including equipment maintenance and contract expenses incurred by our subsidiaries for external transportation services); materials used to maintain the Railroad’s lines, structures, and equipment; costs of operating facilities jointly used by UPRR and other railroads; transportation and lodging for train crew employees; trucking and contracting costs for intermodal containers; leased automobile maintenance expenses; and tools and supplies. Purchased services and materials increased 14% in the first quarter of 2022 compared to 2021 primarily due to inflation, increased drayage costs incurred by one of our subsidiaries, and higher locomotive and freight car maintenance expenses due to a larger active fleet, partially offset by last year’s weather-related expenses.
Depreciation – The majority of depreciation relates to road property, including rail, ties, ballast, and other track material. Depreciation expense was up 1% for the first quarter of 2022 compared to 2021.
Equipment and Other Rents – Equipment and other rents expense primarily includes rental expense that the Railroad pays for freight cars owned by other railroads or private companies; freight car, intermodal, and locomotive leases; and office and other rentals. Equipment and other rents expense increased 1% in the first quarter of 2022 compared to 2021 driven by lower equity income from our investment in TTX Company.
Other – Other expenses include state and local taxes; freight, equipment, and property damage; utilities; insurance; personal injury; environmental remediation; employee travel; telephone and cellular; computer software; bad debt; and other general expenses. Other costs increased 5% in the first quarter of 2022 driven by higher state and local taxes; casualty expenses, including environmental remediation, damaged freight, and destroyed equipment; and increased business travel, partially offset by lower bad debt expense, higher equity income from our investment in Grupo Ferroviaro Mexicano, and lower personal injury expense.
Non-Operating Items
| Millions, for the Three Months Ended March 31, |
2022 |
2021 |
Change |
% | ||||||||
| Other income, net |
$ | 47 | $ | 51 | (8 | )% | ||||||
| Interest expense |
(307 | ) | (290 | ) | 6 | |||||||
| Income taxes |
(487 | ) | (413 | ) | 18 | |||||||
Other Income, net – Other income decreased in the first quarter of 2022 compared to 2021 driven by higher environmental remediation expense at non-operating sites.
Interest Expense – Interest expense increased in the first quarter of 2022 compared to 2021 due to an increased weighted-average debt level of $31.1 billion in 2022 compared to $26.7 billion in 2021, partially offset by a lower effective interest rate of 4.0% in 2022 compared to 4.2% in 2021.
Income Taxes – Income taxes increased in the first quarter of 2022 compared to 2021 due to higher pre-tax income. Our effective tax rates for the first quarter of 2022 and 2021 were 23.0% and 23.5%, respectively.
OTHER OPERATING/PERFORMANCE AND FINANCIAL STATISTICS
We report a number of key performance measures weekly to the Surface Transportation Board (STB). We provide this data on our website at www.up.com/investor/aar-stb_reports/index.htm.
Operating/Performance Statistics
Management continuously measures these key operating metrics to evaluate our operational efficiency and asset utilization in striving to provide a consistent, reliable service product to our customers.
Railroad performance measures are included in the table below:
| For the Three Months Ended March 31, |
2022 | 2021 | Change | % |
||||||||
| Gross ton-miles (GTMs) (billions) |
209.7 | 193.1 | 9 | % |
||||||||
| Revenue ton-miles (billions) |
107.2 | 97.4 | 10 | |||||||||
| Freight car velocity (daily miles per car) |
198 | 209 | (5 | ) | ||||||||
| Average train speed (miles per hour) [a] |
24.1 | 25.2 | (4 | ) | ||||||||
| Average terminal dwell time (hours) [a] |
24.0 | 23.5 | 2 | |||||||||
| Locomotive productivity (GTMs per horsepower day) |
130 | 138 | (6 | ) | ||||||||
| Train length (feet) |
9,205 | 9,247 | - | |||||||||
| Intermodal car trip plan compliance (%) |
71 | 77 | (6) | pts |
||||||||
| Manifest/Automotive car trip plan compliance (%) |
62 | 68 | (6) | pts |
||||||||
| Workforce productivity (car miles per employee) |
1,056 | 1,002 | 5 | |||||||||
| Total employees (average) |
30,189 | 29,755 | 1 | |||||||||
| Operating ratio |
59.4 | 60.1 | (0.7) | pts |
| [a] |
As reported to the STB. |
Gross and Revenue Ton-Miles – Gross ton-miles are calculated by multiplying the weight of loaded and empty freight cars by the number of miles hauled. Revenue ton-miles are calculated by multiplying the weight of freight by the number of tariff miles. Gross ton-miles and revenue ton-miles increased 9% and 10%, respectively, during the first quarter of 2022 compared to 2021, driven by a 4% increase in carloadings. Changes in commodity mix drove the variance in year-over-year increases between gross ton-miles, revenue ton-miles, and carloads.
Freight Car Velocity – Freight car velocity measures the average daily miles per car on our network. The two key drivers of this metric are the speed of the train between terminals (average train speed) and the time a rail car spends at the terminals (average terminal dwell time). As freight car velocity, average train speed, and average terminal dwell deteriorated, operating car inventory levels increased and further congested the network compared to the same period in 2021.
Locomotive Productivity – Locomotive productivity is gross ton-miles per average daily locomotive horsepower available. Locomotive productivity decreased in the first quarter of 2022 compared to the same period in 2021 driven by an increase in our average active fleet size as resources were deployed to handle increased volume and help alleviate network congestion.
Train Length – Train length is the average maximum train length on a route measured in feet. Our train length was flat in the first quarter of 2022 compared to same period in 2021 primarily driven by train length improvement initiatives offset by lower international intermodal shipments.
Car Trip Plan Compliance – Car trip plan compliance is the percentage of cars delivered on time in accordance with our original trip plan. Our network trip plan compliance is broken into the intermodal and manifest/automotive products. Both intermodal trip plan compliance and manifest/automotive car trip compliance deteriorated 6 points in the first quarter of 2022 compared to 2021, as a result of network congestion.
Workforce Productivity – Workforce productivity is average daily car miles per employee. Workforce productivity improved 5% in the first quarter of 2022, as average daily car miles increased 7% while employees increased 1% compared to 2021. Higher volume drove the increase in average daily car miles. The 1% increase in employee levels was driven by an increase in train, engine, and yard employees to handle the additional volume.
Operating Ratio – Operating ratio is our operating expenses reflected as a percentage of operating revenue. Our operating ratio of 59.4% improved 0.7 points compared to 2021 mainly due to positive mix of traffic, core pricing gains, and lower weather-related expenses, partially offset by higher fuel prices, inflation, and other cost increases.
Adjusted Debt / Adjusted EBITDA
| Millions, Except Ratios |
Mar. 31, |
Dec. 31, |
||||||
| for the Trailing Twelve Months Ended [a] |
2022 |
2021 |
||||||
| Net income |
$ | 6,812 | $ | 6,523 | ||||
| Add: |
||||||||
| Income tax expense/(benefit) |
2,029 | 1,955 | ||||||
| Depreciation |
2,214 | 2,208 | ||||||
| Interest expense |
1,174 | 1,157 | ||||||
| EBITDA |
$ | 12,229 | $ | 11,843 | ||||
| Adjustments: |
||||||||
| Other income, net |
(293 | ) | (297 | ) | ||||
| Interest on operating lease liabilities [b] |
51 | 56 | ||||||
| Adjusted EBITDA |
$ | 11,987 | $ | 11,602 | ||||
| Debt |
$ | 32,239 | $ | 29,729 | ||||
| Operating lease liabilities |
1,596 | 1,759 | ||||||
| Unfunded/(funded) pension and other postretirement benefits, |
(92 | ) | (72 | ) | ||||
| net of tax cost/(benefit) of ($28) and ($21) |
||||||||
| Adjusted debt |
$ | 33,743 | $ | 31,416 | ||||
| Adjusted debt / Adjusted EBITDA |
2.8 | 2.7 | ||||||
| [a] |
The trailing twelve months income statement information ended March 31, 2022, is recalculated by taking the twelve months ended December 31, 2021, subtracting the three months ended March 31, 2021, and adding the three months ended March 31, 2022. |
| [b] |
Represents the hypothetical interest expense we would incur (using the incremental borrowing rate) if the property under our operating leases were owned or accounted for as finance leases. |
Adjusted debt to adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, and adjustments for other income and interest on present value of operating leases) is considered a non-GAAP financial measure 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 this measure is important to management and investors in evaluating the Company’s ability to sustain given debt levels (including leases) with the cash generated from operations. In addition, a comparable measure is used by rating agencies when reviewing the Company’s credit rating. Adjusted debt to adjusted EBITDA should be considered in addition to, rather than as a substitute for, net income. The table above provides reconciliations from net income to adjusted debt to adjusted EBITDA. At both March 31, 2022, and December 31, 2021, the incremental borrowing rate on operating leases was 3.2%.
LIQUIDITY AND CAPITAL RESOURCES
Financial Condition
| Cash Flows |
||||||||
| Millions, for the Three Months Ended March 31, |
2022 |
2021 |
||||||
| Cash provided by operating activities |
$ | 2,236 | $ | 1,958 | ||||
| Cash used in investing activities |
(836 | ) | (505 | ) | ||||
| Cash used in financing activities |
(1,453 | ) | (2,073 | ) | ||||
| Net change in cash, cash equivalents and restricted cash |
$ | (53 | ) | $ | (620 | ) | ||
Operating Activities
Cash provided by operating activities increased in the first three months of 2022 compared to the same period of 2021 due to higher net income.
Investing Activities
Cash used in investing activities increased in the first three months of 2022 compared to the same period of 2021 driven by increased capital investment in all asset categories.
The table below details cash capital investments:
| Millions, for the Three Months Ended March 31, |
2022 |
2021 |
||||||
| Rail and other track material |
$ | 113 | $ | 101 | ||||
| Ties |
111 | 92 | ||||||
| Ballast |
44 | 43 | ||||||
| Other [a] |
113 | 93 | ||||||
| Total road infrastructure replacements [b] |
381 | 329 | ||||||
| Line expansion and other capacity projects |
70 | 48 | ||||||
| Commercial facilities |
28 | 11 | ||||||
| Total capacity and commercial facilities |
98 | 59 | ||||||
| Locomotives and freight cars [c] |
239 | 75 | ||||||
| Technology and other |
130 | 73 | ||||||
| Total cash capital investments |
$ | 848 | $ | 536 | ||||
| [a] |
Other includes bridges and tunnels, signals, other road assets, and road work equipment. |
| [b] | Weather-related damages for the three months ended March 31, 2022 and 2021 are immaterial. |
| [c] |
Locomotives and freight cars include lease buyouts of $46 million in 2022 and $23 million in 2021. |
Capital Plan
In 2022, we expect our capital expenditures to be approximately $3.3 billion, up 10% from 2021, as we make investments to support our growth strategy. We will continue to harden our infrastructure, replace older assets, and improve the safety and resilience of the network. In addition, the plan includes targeted freight car acquisitions, investments in growth-related projects to drive more carloads to the network, certain ramps to efficiently handle volumes from new and existing intermodal customers, continued modernization of our locomotive fleet, and projects intended to improve operational efficiency. The capital plan may be revised if business conditions warrant or if new laws or regulations affect our ability to generate sufficient returns on these investments.
Financing Activities
Cash used in financing activities decreased in the first three months of 2022 compared to the same period of 2021 driven by an increase in debt issued, partially offset by higher share repurchases and debt repaid.
Free Cash Flow – Free cash flow is defined as cash provided by operating activities less cash used in investing activities and dividends paid. Cash flow conversion rate is cash provided by operating activities less cash used for capital investments as a ratio of net income.
Free cash flow and cash flow conversion rate are not considered financial measures 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 and cash flow conversion rate are important to management and investors in evaluating our financial performance and measures our ability to generate cash without additional external financing. Free cash flow and cash flow conversion rate should be considered in addition to, rather than as a substitute for, cash provided by operating activities.
| Millions, for the Three Months Ended March 31, |
2022 |
2021 |
||||||
| Cash provided by operating activities |
$ | 2,236 | $ | 1,958 | ||||
| Cash used in investing activities |
(836 | ) | (505 | ) | ||||
| Dividends paid |
(743 | ) | (650 | ) | ||||
| Free cash flow |
$ | 657 | $ | 803 | ||||
The following table reconciles cash provided by operating activities (GAAP measure) to cash flow conversion rate (non-GAAP measure):
| Millions, for the Three Months Ended March 31, |
2022 |
2021 |
||||||
| Cash provided by operating activities |
$ | 2,236 | $ | 1,958 | ||||
| Cash used in capital investments |
(848 | ) | (536 | ) | ||||
| Total (a) |
$ | 1,388 | $ | 1,422 | ||||
| Net income (b) |
$ | 1,630 | $ | 1,341 | ||||
| Cash flow conversion rate (a/b) |
85 | % | 106 | % | ||||
Current Liquidity Status
We are continually evaluating our financial condition and liquidity. We analyze a wide range of economic scenarios and the impact on our ability to generate cash. These analyses inform our liquidity plans and activities outlined below and indicate we have sufficient borrowing capacity to sustain an extended period of lower volumes.
During the first quarter, we generated $2.2 billion of cash provided by operating activities, paid our quarterly dividend, and repurchased $2.7 billion under our share repurchase program, including entering into accelerated share repurchase programs for $2.2 billion ($1.8 billion assigned to the initial delivery of shares). On March 31, 2022, we had $909 million of cash and cash equivalents, $2.0 billion of credit available under our revolving credit facility, and up to $800 million undrawn on the Receivables Facility. In the first quarter, we repaid the $300 million outstanding on the Receivables Facility. In April 2022, we drew $600 million on the Receivables Facility and redeemed all $750 million of outstanding 4.163% notes due July 15, 2022. We have been, and we expect to continue to be, in compliance with our debt covenants.
As described in the notes to the Condensed Consolidated Financial Statements and as referenced in the table below, we have contractual obligations that may affect our financial condition. However, based on our assessment of the underlying provisions and circumstances of our contractual obligations, including material sources of off-balance sheet and structured finance arrangements, there is no known trend, demand, commitment, event, or uncertainty that is reasonably likely to occur that would have a material adverse effect on our consolidated results of operations, financial condition, or liquidity. In addition, our commercial obligations, financings, and commitments are customary transactions that are like those of other comparable corporations, particularly within the transportation industry.
The following table identifies material obligations as of March 31, 2022:
| Payments Due by Dec. 31, |
||||||||||||||||||||||||||||
| Contractual Obligations |
Apr. 1 through | After |
||||||||||||||||||||||||||
| Millions |
Total |
Dec. 31, 2022 |
2023 |
2024 |
2025 |
2026 |
2026 |
|||||||||||||||||||||
| Debt [a] |
$ | 59,173 | $ | 1,954 | $ | 2,452 | $ | 2,471 | $ | 2,451 | $ | 1,990 | $ | 47,855 | ||||||||||||||
| Purchase obligations [b] |
2,420 | 629 | 394 | 389 | 347 | 269 | 392 | |||||||||||||||||||||
| Operating leases [c] |
1,790 | 151 | 295 | 282 | 286 | 218 | 558 | |||||||||||||||||||||
| Other post retirement benefits [d] |
389 | 34 | 44 | 40 | 39 | 39 | 193 | |||||||||||||||||||||
| Finance lease obligations [e] |
304 | 45 | 76 | 63 | 44 | 35 | 41 | |||||||||||||||||||||
| Total contractual obligations |
$ | 64,076 | $ | 2,813 | $ | 3,261 | $ | 3,245 | $ | 3,167 | $ | 2,551 | $ | 49,039 | ||||||||||||||
| [a] |
Excludes finance lease obligations of $272 million as well as unamortized discount and deferred issuance costs of ($1,787) million. Includes an interest component of $25,419 million. |
| [b] |
Purchase obligations include locomotive maintenance contracts; purchase commitments for fuel purchases, ties, ballast, and rail; and agreements to purchase other goods and services. |
| [c] |
Includes leases for locomotives, freight cars, other equipment, and real estate. Includes an interest component of $194 million. |
| [d] | Includes estimated other post retirement, medical, and life insurance payments and payments made under the unfunded pension plans for the next ten years. |
| [e] | Represents total obligations, including interest component of $32 million. |
OTHER MATTERS
Accounting Pronouncements – See Note 2 to the Condensed Consolidated Financial Statements.
Asserted and Unasserted Claims – See Note 14 to the Condensed Consolidated Financial Statements.
Indemnities – See Note 14 to the Condensed Consolidated Financial Statements.
CAUTIONARY INFORMATION
Statements in this Form 10-Q/filing, including forward-looking statements, speak only as of and are based on information we have learned as of April 21, 2022. We assume no obligation to update any such information to reflect subsequent developments, changes in assumptions, or changes in other factors affecting forward-looking information. If we do update one or more of these statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other statements.
Certain statements in this report, and statements in other reports or information filed or to be filed with the SEC (as well as information included in oral statements or other written statements made or to be made by us), are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. Forward-looking statements and information also include any other statements or information in this report regarding: potential impacts of the COVID-19 pandemic and the Russia-Ukraine conflict on our business operations, financial results, liquidity, and financial position, and on the world economy (including our customers and supply chains), including as a result of decreased volume and carloadings; closing of customer manufacturing, distribution or production facilities; expectations as to operational or service improvements; expectations regarding the effectiveness of steps taken or to be taken to improve operations, service, infrastructure improvements, and transportation plan modifications (including those in response to increased traffic); expectations as to cost savings, revenue growth, and earnings; the time by which goals, targets, or objectives will be achieved; projections, predictions, expectations, estimates, or forecasts as to our business, financial, and operational results, future economic performance, and general economic conditions; proposed new products and services; estimates of costs relating to environmental remediation and restoration; estimates and expectations regarding tax matters, expectations that claims, litigation, environmental costs, commitments, contingent liabilities, labor negotiations or agreements, or other matters will not have a material adverse effect on our consolidated results of operations, financial condition, or liquidity and any other similar expressions concerning matters that are not historical facts.
Forward-looking statements and information reflect the good faith consideration by management of currently available information, and may be based on underlying assumptions believed to be reasonable under the circumstances. However, such information and assumptions (and, therefore, such forward-looking statements and information) are or may be subject to risks and uncertainties over which management has little or no influence or control. The Risk Factors in Item 1A of our 2021 Annual Report on Form 10-K, filed February 4, 2022, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements, and this report, including this Item 2, should be read in conjunction with these Risk Factors. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times that, or by which, such performance or results will be achieved. Forward-looking information is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements.
AVAILABLE INFORMATION
Our Internet website is www.up.com. We make available free of charge on our website (under the “Investors” caption link) our Annual Reports on Form 10-K; our Quarterly Reports on Form 10-Q; our current reports on Form 8-K; our proxy statements; Forms 3, 4, and 5, filed on behalf of directors and executive officers; and amendments to any such reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. We also make available on our website previously filed SEC reports and exhibits via a link to EDGAR on the SEC’s Internet site at www.sec.gov. We provide these previously filed reports as a convenience and their contents reflect only information that was true and correct as of the date of the report. We assume no obligation to update this historical information. Additionally, our corporate governance materials, including By-Laws, Board Committee charters, governance guidelines and policies, and codes of conduct and ethics for directors, officers, and employees are available on our website. From time to time, the corporate governance materials on our website may be updated as necessary to comply with rules issued by the SEC and the New York Stock Exchange or as desirable to promote the effective and efficient governance of our company. Any security holder wishing to receive, without charge, a copy of any of our SEC filings or corporate governance materials should send a written request to: Corporate Secretary, Union Pacific Corporation, 1400 Douglas Street, Omaha, NE 68179.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There were no material changes to the Quantitative and Qualitative Disclosures About Market Risk previously disclosed in our 2021 Annual Report on Form 10-K.
Item 4. Controls and Procedures
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.
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.
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 Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates – Environmental, Item 7, and Note 17 of the Consolidated Financial Statements of our 2021 Annual Report on Form 10-K.
For a discussion of our potential risks and uncertainties, see the risk factors disclosed in our Form 10-K for the year ended December 31, 2021. These risks could materially and adversely affect our business, financial condition, results of operations (including revenues and profitability), and/or stock price. Our business also could be affected by risks that we are not presently aware of or that we currently consider immaterial to our operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities – The following table presents common stock repurchases during each month for the first quarter of 2022:
| Period |
Total Number of Shares Purchased [a] | Average Price Paid Per Share [b] | Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program [c] | Maximum Number of Shares That May Be Purchased Under Current Authority [d] | ||||||||||||
| Jan. 1 through Jan. 31 |
2,099,971 | $ | 246.59 | 2,088,776 | 75,596,574 | |||||||||||
| Feb. 1 through Feb. 28 |
8,684,085 | 250.03 | 8,488,172 | 67,108,402 | ||||||||||||
| Mar. 1 through Mar. 31 |
484,078 | 264.08 | 437,253 | 66,671,149 | ||||||||||||
| Total |
11,268,134 | $ | 249.99 | 11,014,201 | N/A | |||||||||||
| [a] |
Total number of shares purchased during the quarter includes 253,933 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] |
The average price of the initial settlement of the 2022 accelerated share repurchase programs was $250.99. |
| [c] |
Total number of shares purchased as part of a publicly announced plan or program includes 7,012,232 shares repurchased in February under ASRs. See Note 15 to the Condensed Consolidated Financial Statements for additional information. |
| [d] |
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. |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
None.
| Exhibit No. |
Description |
| Filed with this Statement |
|
| 31(a) |
|
| 31(b) |
|
| 32 |
|
| 101 |
The following financial and related information from Union Pacific Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2022 (filed with the SEC on April 21, 2022), formatted in Inline Extensible Business Reporting Language (iXBRL) includes (i) Condensed Consolidated Statements of Income for the periods ended March 31, 2022 and 2021, (ii) Condensed Consolidated Statements of Comprehensive Income for the periods ended March 31, 2022 and 2021, (iii) Condensed Consolidated Statements of Financial Position at March 31, 2022, and December 31, 2021, (iv) Condensed Consolidated Statements of Cash Flows for the periods ended March 31, 2022 and 2021, (v) Condensed Consolidated Statements of Changes in Common Shareholders’ Equity for the periods ended March 31, 2022 and 2021, and (vi) the Notes to the Condensed Consolidated Financial Statements. |
| 104 |
Cover Page Interactive Data File, formatted in Inline XBRL (contained in Exhibit 101). |
| Incorporated by Reference |
|
| 3(a) |
|
| 3(b) |
|
| 4(a) | Form of 2.800% Note due 2032 is incorporated by reference to Exhibit 4.1 to the Corporation’s Current Report on Form 8-K dated February 14, 2022. |
| 4(b) | Form of 3.375% Note due 2042 is incorporated by reference to Exhibit 4.2 to the Corporation’s Current Report on Form 8-K dated February 14, 2022. |
| 4(c) | Form of 3.500% Note due 2053 is incorporated by reference to Exhibit 4.3 to the Corporation’s Current Report on Form 8-K dated February 14, 2022. |
| 4(d) | Form of 3.850% Note due 2072 is incorporated by reference to Exhibit 4.4 to the Corporation’s Current Report on Form 8-K dated February 14, 2022. |
Pursuant to the requirements 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.
Dated: April 21, 2022
| UNION PACIFIC CORPORATION (Registrant) | ||
| By |
/s/ Jennifer L. Hamann |
|
| Jennifer L. Hamann |
||
| Executive Vice President and |
||
| Chief Financial Officer |
||
| (Principal Financial Officer) |
||
| By |
/s/ Todd M. Rynaski |
|
| Todd M. Rynaski |
||
| Vice President and Controller |
||
| (Principal Accounting Officer) |
Exhibit 31(a)
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Lance M. Fritz, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Union Pacific Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 21, 2022
|
/s/ Lance M. Fritz |
||
|
Lance M. Fritz |
||
|
Chairman, President and |
||
|
Chief Executive Officer |
||
Exhibit 31(b)
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Jennifer L. Hamann, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Union Pacific Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 21, 2022
|
/s/ Jennifer L. Hamann |
||
|
Jennifer L. Hamann |
||
|
Executive Vice President and |
||
|
Chief Financial Officer |
||
Exhibit 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying quarterly report of Union Pacific Corporation (the Corporation) on Form 10-Q for the period ending March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Lance M. Fritz, Chairman, President and Chief Executive Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. |
|
By: |
/s/ Lance M. Fritz |
Lance M. Fritz
Chairman, President and
Chief Executive Officer
Union Pacific Corporation
April 21, 2022
A signed original of this written statement required by Section 906 has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying quarterly report of Union Pacific Corporation (the Corporation) on Form 10-Q for the period ending March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Jennifer L. Hamann, Executive Vice President and Chief Financial Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. |
|
By: |
/s/ Jennifer L. Hamann |
Jennifer L. Hamann
Executive Vice President and
Chief Financial Officer
Union Pacific Corporation
April 21, 2022
A signed original of this written statement required by Section 906 has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or its staff upon request.