Union Pacific Corporation (UNP) SEC Filings & Earnings Calls

Fuel cost volatility

“Fuel 1,040 616” · word for word

Pending acquisition integration risk

“As part of the pending acquisition of Norfolk Southern described in Note 18, we paused our share repurchases.” · word for word

Litigation risk

“On August 20, 2026, the United States District Court for the Northern District of Illinois certified the case to proceed as a class action” · word for word

Fuel price headwind of 140 bps on operating ratio; high fuel prices continue to challenge reported OR

“Higher fuel price unfavorably impacted operating ratio 140 basis points.” · word for word

Mixed economic forecast noted in outlook; potential demand sensitivity

“Meeting increased customer demand with strong service; mixed economic forecast.” · word for word

Key leadership departure may cause short-term uncertainty

“CFO retirement announced; succession plan not yet disclosed”

Fuel cost volatility

“Fuel expense increased from $576M to $938M in Q2 2026 vs Q2 2025, a 63% increase.”

Merger integration risk

“Pending acquisition of Norfolk Southern introduces integration and regulatory approval risks.”

Fuel price volatility remains a headwind; 120 bps impact on operating ratio.

“Higher fuel price unfavorably impacted operating ratio 120 basis points.” · word for word

Pending merger with Norfolk Southern faces regulatory approval risk.

“Forward-looking statements discuss risks related to Surface Transportation Board approval and potential conditions.”

Merger integration and regulatory approval risks for Norfolk Southern acquisition.

“Merger costs of $36 million; regulatory process for transcontinental railroad; forward-looking statements highlight risks.”

Volume decline of 1% despite revenue growth; economic uncertainty could pressure volumes.

“1% fewer carloads; muted economic forecast noted in outlook.”

International intermodal volume decline

“lower international intermodal carloads, which declined 28% in the first quarter of 2026” · word for word

Pending acquisition execution risk

“On January 16, 2026, the STB issued a decision that the joint application was not accepted as complete.” · word for word

Fuel price sensitivity

“Fuel expense increased to $643M in Q1 2026 from $603M in Q1 2025”

Merger Integration Risk

“As we prepare for and work through the planning of the integration of our potential merged operations, the Company will continue to focus on maintaining and enhancing safety throughout its operations.” · word for word

Cybersecurity Risk

“The Board of Directors has delegated primary oversight of the Company’s cybersecurity risk to the Audit Committee, which receives updates on cybersecurity risks, risk mitigation initiatives, and incidents at Audit Committee meetings...” · word for word

Climate Transition Risk

“Climate risk, including transition risks, is also part of our enterprise risk management program. To address climate risk, our enterprise risk management program provides for the review, monitoring, and mitigation of climate change risks...” · word for word

Fuel Price Volatility

“The 2025 Annual Incentive Plan design provides for an adjustment to Operating Ratio for the reported fuel expense and fuel revenue from the actual price to the price assumed in the Board-approved financial plan. This adjustment neutralizes the impact of fuel price fluctuations during the year.” · word for word

Labor Cost Pressure

“We reached historic agreements with multiple unions last year, strengthening job security for thousands of employees as Union Pacific and Norfolk Southern pursue a proposed merger. This unprecedented pledge guarantees every union employee will retain their job at the time of the merger.” · word for word

Merger completion risk

“The mergers are subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all.” · word for word

Regulatory approval risk

“In January 2026, the STB announced its finding that the major merger application filed by the Company and Norfolk Southern was incomplete, as a result of which the STB rejected the application without prejudice.” · word for word

Fuel price risk

“Fuel costs constitute a significant portion of our transportation expenses. Diesel fuel prices can be subject to dramatic fluctuations, and significant price increases could have a material adverse effect on our operating results.” · word for word

Integration risk

“The combined company may be unable to successfully integrate the businesses of the Company and Norfolk Southern and realize the anticipated benefits of the mergers” · word for word

Financing risk

“We expect to incur significant new indebtedness in connection with the mergers.” · word for word

Muted economic forecast may pressure volume growth in 2026

“Meeting customer demand with strong service; muted economic forecast.” · word for word

Merger costs related to Norfolk Southern transaction create uncertainty and expense

“$30 million of merger costs, reducing diluted EPS $0.05” · word for word

Fuel surcharge revenue decline and business mix headwinds partially offset pricing gains

“partially offset by business mix, reduced fuel surcharge revenue, and lower other revenue” · word for word

Regulatory approval risk from STB; merger may face antitrust scrutiny.

“filed an application with the Surface Transportation Board requesting approval of the proposed combination” · word for word

Regulatory approval risk remains; merger subject to receipt of certain regulatory approvals.

“Completion of the Mergers remains subject to various conditions, including the receipt of certain regulatory approvals.” · word for word

Litigation risk from shareholder lawsuits challenging the merger disclosures.

“Three lawsuits filed in New York Supreme Court alleging disclosure deficiencies in the Joint Proxy Statement/Prospectus.”