UNION PACIFIC CORPORATION AND SUBSIDIARIES
RESULTS OF OPERATIONS
Three Months Ended March 31, 2022 , Compared to
Three Months Ended March 31, 2021
For the purposes of this report, unless the context otherwise requires, all references herein to “UPC”, “Company”, “Company”, “we”, “us” and “our” mean
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 inthe United States of America (GAAP).
The railroad, together with its subsidiaries and affiliates, is our only line of business to feature. Although we provide and analyze revenues by commodity group, we treat railroad financial results 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 theRussia -Ukraine conflict (the conflict) in lateFebruary 2022 , crude oil prices rose to over$100 a barrel driving a 59% increase in our average fuel price for the quarter. In addition, in response to the conflict and ensuingOffice of Foreign Assets Controls (OFAC) sanctions we evaluated our customer and supplier relationships to safeguard the Company against violations of these sanctions. If any of our business partners with known Russian ties become sanctioned or if we take proactive steps in light of the ongoing conflict, we do not expect such actions to have a material adverse effect on our results of operations, financial condition, and liquidity. Along with the higher cost of fuel, costs increased due to inflation, volume, and the reduced fluidity of our network. These increased costs only partially offset the higher revenue, resulting in a 19% increase in operating income in the first quarter compared to the same period in 2021. 18
————————————————– ——————————
Table of Contents Operating Revenues Millions, for the Three Months Ended March 31, 2022 2021 Change % Freight revenues$ 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. Each of our commodity groups includes revenues from fuel surcharges. Freight revenues from fuel surcharge programs increased to$635 million in the first quarter of 2022 compared to$260 million in the same period of 2021 due to higher fuel prices. Other subsidiary revenues increased in the first quarter compared to 2021 primarily driven by revenues at our subsidiary that brokers intermodal and transload logistics services as a result of the recovery of automotive parts shipments and contract wins. Accessorial revenue increased in the first quarter compared to 2021 driven by increased intermodal accessorial charges resulting from the ongoing global supply chain disruptions. 19
————————————————– ——————————
Contents
The following tables summarize the year-over-year changes in freight revenue, revenue loadings and ARC by commodity type:
Freight Revenues Millions, for the Three Months Ended March 31, 2022 2021 Change % Grain & grain products$ 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 a full load.
20
————————————————– ——————————
Contents
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 theGulf 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 inMexico 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 fromMexico . Revenues fromMexico 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 % Operating expenses increased$475 million in the first quarter of 2022 compared to 2021 driven by higher fuel prices, inflation, and volume-related costs. Partially offsetting these increases were lower weather-related expenses compared to 2021. 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. 21
————————————————– ——————————
Contents
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 inTTX 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 due to an increase in environmental remediation expenditures at non-operating sites.
Interest expense – Interest expense increased in the first quarter of 2022 compared to 2021 due to an increase in the weighted average debt level of
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.
22
————————————————– ——————————
Contents
OTHER OPERATING/PERFORMANCE AND FINANCIAL STATISTICS
We report a number of key performance measures to the
Operation/performance statistics
Management continually measures these key operational metrics to assess our operational efficiency and asset utilization with the goal of providing a consistent and reliable service product to our customers.
Railway 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
ten
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 (GTM 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 lengths remained flat in the first quarter of 2022 compared to the same period in 2021, primarily due to 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.
23
————————————————– ——————————
Contents
Operating
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 plan and other post-employment 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] Income statement information for the last twelve months ended
is recalculated taking the twelve months ended
by subtracting the three months ended
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 was
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 bothMarch 31, 2022 , andDecember 31, 2021 , the incremental borrowing rate on operating leases was 3.2%.
CASH AND CAPITAL RESOURCES
Financial Condition Cash Flows Millions, for the Three Months EndedMarch 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
24
————————————————– ——————————
Table of Contents Operating Activities
Cash flow from 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:
Million, for the three months ended
$ 113 $ 101 Ties 111 92 Ballast 44 43 Other [a] 113 93
Total road infrastructure replacements [b] 381 329 Line extension 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 works
equipment.
[b] Weather-related damage for the three months ended
are intangible.
[c] Locomotives and freight cars include buyouts of
$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 flow used in financing activities decreased in the first three months of 2022 compared to the same period of 2021, due to an increase in debt issued, partially offset by an increase in share buybacks and repaid debt.
See Note 13 of the Condensed Consolidated Financial Statements for a description of all our outstanding financing arrangements and significant new borrowings and Note 15 of the Condensed Consolidated Financial Statements for a description of our share repurchase programs.
Free cash flow – Free cash flow is defined as cash flow generated by operating activities less cash flow used in investing activities and dividends paid. The cash flow conversion rate is cash flow generated from operating activities less cash flow 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.
25
————————————————– ——————————
Contents
The following table reconciles cash flow from operating activities (GAAP measure) to free cash flow (non-GAAP measure):
Million, for the three months ended
$ 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 flow from operating activities (GAAP measure) to cash flow conversion rate (non-GAAP measure):
Million, for the three months ended
$ 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). OnMarch 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. InApril 2022 , we drew$600 million on the Receivables Facility and redeemed all$750 million of outstanding 4.163% notes dueJuly 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. 26
————————————————– ——————————
Contents
The following table identifies material obligations as of
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] Excluding finance lease obligations of
discount and deferred issue costs of
interest component of $25,419 million .
[b] Purchase obligations include locomotive maintenance contracts; purchase
commitments for purchases of fuel, sleepers, ballast and rails; and agreements of
purchase other goods and services.
[c] Includes leases of locomotives, freight cars, other equipment and real estate
domain. Includes an interest component of
[d] Includes estimate of other post-retirement, medical and life insurance
payments and payments made under unfunded pension plans for the next ten
years.
[e] Represents total obligations, including interest component
OTHER MATTERS
Accounting pronouncements – See note 2 to the condensed consolidated financial statements.
Claimed and unclaimed receivables – 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 ofApril 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 theSEC (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 theRussia -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. 27
————————————————– ——————————
Contents
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, filedFebruary 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, theSEC . We also make available on our website previously filedSEC reports and exhibits via a link to EDGAR on theSEC'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 theSEC and theNew 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 ourSEC filings or corporate governance materials should send a written request to: Corporate Secretary,Union Pacific Corporation ,1400 Douglas Street ,Omaha, NE 68179. References to our website address in this report, including references in Management's Discussion and Analysis of Financial Condition and Results of Operations, Item 2, are provided as a convenience and do not constitute, and should not be deemed, an incorporation by reference of the information contained on, or available through, the website. Therefore, such information should not be considered part of this report.
© Edgar Online, source
