UNP Union Pacific
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2021 (May 4, 2021)
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
1400 Douglas Street, Omaha, Nebraska
(Address of principal executive offices)
Registrant's telephone number, including area code: (402) 544-5000
(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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
Name of each exchange on which registered
Common Stock (Par Value $2.50 per share)
New York Stock Exchange
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.
Item 7.01 Regulation FD Disclosure.
Jennifer L. Hamann, Executive Vice President and Chief Financial Officer of Union Pacific Corporation (the “Company”) presented at the Company’s 2021 Investor Day Conference held on May 4, 2021. Ms. Hamann provided the following financial guidance on behalf of the Company related to its operations and capital structure for 2022 through 2024:
positive annual volume growth over the next three years to exceed industrial production ~ 3% compound annual growth rate (CAGR);
core pricing gains above inflation dollars;
a 55.X% operating ratio on a full-year basis in 2022;
mid to high 60% incremental margins;
low double-digit earnings per share growth CAGR;
capital expenditures below 15% of revenue;
a strong investment grade credit rating;
return on invested capital ~ 17%;
a 100% cash conversion ratio;
repurchase of approximately $18-19 billion of its shares; and,
a dividend payout ratio target of 45%.
The full presentation is available on the Company’s website www.up.com under Investors; Earnings Release and Management Presentations; Analysts Conferences and the Company’s Investor Day website at https://www.up.com/investor/presentations/investor-day/inv-day-materials/index.htm.
This Form 8-K contains forward-looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward-looking statements also generally include, without limitation, information or statements regarding: projections, predictions, expectations, estimates or forecasts as to the Company’s and its subsidiaries’ business, financial, and operational results, and future economic performance; and management’s beliefs, expectations, goals, and objectives and other similar expressions concerning matters that are not historical facts.
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, including expectations regarding operational and financial improvements and the Company’s future performance or results are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statement. Important factors, including the impact of the COVID-19 pandemic and responses by governments, businesses, and individuals thereto, and risk factors discussed in the Company’s Annual Report on Form 10-K for 2020, which was filed with the SEC on February 5, 2021 could affect the Company’s and its subsidiaries’ future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements.
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.
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: May 5, 2021
UNION PACIFIC CORPORATION
/s/ Jennifer L. Hamann
Jennifer L. Hamann
Executive Vice President and Chief Financial Officer