unp20220215_8k.htm
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0000100885
0000100885
2023-06-13
2023-06-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 13, 2023 (June 13, 2023)
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
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Utah
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1-6075
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13-2626465
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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1400 Douglas Street, Omaha, Nebraska
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68179
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (402) 544-5000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each Class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock (Par Value $2.50 per share)
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UNP
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
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Item 7.01 Regulation FD Disclosure.
On June 13, 2023, Jennifer L. Hamann, Executive Vice President and Chief Financial Officer of Union Pacific Corporation (the Company) and Eric J. Gehringer, Executive Vice-President – Operations of Union Pacific Railroad (the Railroad), the principal operating subsidiary of the Company, addressed the 2023 Wells Fargo Industrial Conference.
Ms. Hamann stated that the Company would incur a one-time pre-tax expense of around $70 million dollars in the second quarter of 2023 from ratification of a crew staffing agreement with International Association of Sheet Metal, Air, Rail and Transportation Workers (SMART-TD). This expense is expected to increase the Company’s second quarter operating ratio by around 120 basis points. The added labor expense in 2023, combined with lower business volumes and increased operating costs will likely result in a full year 2023 operating ratio that exceeds 2022 levels. In addition, a recent change in the Nebraska State income tax rate is expected to add nearly $75 million to after-tax income in the second quarter 2023. Ms. Hamann also reaffirmed prior guidance regarding volume, price and capital allocation.
The full presentation is available on the Company’s website www.up.com under Investors; Earnings Release and Management Presentations; Transportation Conferences.
This Form 8-K disclosure contains forward-looking statements that are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Important factors, including risk factors, regarding forward-looking information and these risks and uncertainties are discussed in the Company’s filings with the Securities and Exchange Commission.
Forward-looking statements should not be read as a guarantee of future performance, outcomes 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, including expectations regarding operational and financial improvements and the Company’s future performance, outcomes or results are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statement, as well as the risk factors discussed in the Company’s Annual Report on Form 10-K for 2022, which was filed with the SEC on February 10, 2023.
Forward-looking statements speak only as of, and are based only upon information available on, the date the statements were made. The Company assumes no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements.
SIGNATURES
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 hereunto duly authorized.
Dated: June 13, 2023
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UNION PACIFIC CORPORATION
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By:
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/s/ Jennifer L. Hamann
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Jennifer L. Hamann
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Executive Vice President and Chief Financial Officer
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