Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 14, 2023 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0000100885 | |
Entity Registrant Name | UNION PACIFIC CORP | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-6075 | |
Entity Incorporation, State or Country Code | UT | |
Entity Tax Identification Number | 13-2626465 | |
Entity Address, Address Line One | 1400 Douglas Street | |
Entity Address, City or Town | Omaha | |
Entity Address, State or Province | NE | |
Entity Address, Postal Zip Code | 68179 | |
City Area Code | 402 | |
Local Phone Number | 544-5000 | |
Title of 12(b) Security | Common Stock (Par Value $2.50 per share) | |
Trading Symbol | UNP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 609,695,454 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating revenues: | ||
Operating revenues | $ 6,056 | $ 5,860 |
Operating expenses: | ||
Compensation and benefits | 1,179 | 1,101 |
Fuel | 766 | 714 |
Purchased services and materials | 653 | 561 |
Depreciation | 572 | 555 |
Equipment and other rents | 235 | 215 |
Other | 357 | 337 |
Total operating expenses | 3,762 | 3,483 |
Operating income | 2,294 | 2,377 |
Other income, net (Note 5) | 184 | 47 |
Interest expense | (336) | (307) |
Income before income taxes | 2,142 | 2,117 |
Income tax expense | (512) | (487) |
Net income | $ 1,630 | $ 1,630 |
Share and Per Share (Note 6): | ||
Earnings per share - basic (in dollars per share) | $ 2.67 | $ 2.58 |
Earnings per share - diluted (in dollars per share) | $ 2.67 | $ 2.57 |
Weighted average number of shares - basic (in shares) | 610.6 | 632.2 |
Weighted average number of shares - diluted (in shares) | 611.5 | 633.6 |
Cargo and Freight [Member] | ||
Operating revenues: | ||
Operating revenues | $ 5,656 | $ 5,440 |
Product and Service, Other [Member] | ||
Operating revenues: | ||
Operating revenues | $ 400 | $ 420 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Net income | $ 1,630 | $ 1,630 | |
Other comprehensive income/(loss): | |||
Defined benefit plans | (1) | 15 | |
Foreign currency translation | 23 | 21 | |
Total other comprehensive income/(loss) | [1] | 22 | 36 |
Comprehensive income | $ 1,652 | $ 1,666 | |
[1]Net of deferred taxes of ($0) million and ($5) million during the three months ended March 31, 2023 and 2022, respectively. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total other comprehensive income/(loss), tax | $ 0 | $ 5,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Financial Position (Unaudited) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,079 | $ 973 |
Short-term investments (Note 11) | 0 | 46 |
Accounts receivable, net (Note 8) | 1,955 | 1,891 |
Materials and supplies | 728 | 741 |
Other current assets | 296 | 301 |
Total current assets | 4,058 | 3,952 |
Investments | 2,439 | 2,375 |
Properties, net (Note 9) | 56,274 | 56,038 |
Operating lease assets | 1,700 | 1,672 |
Other assets | 1,497 | 1,412 |
Total assets | 65,968 | 65,449 |
Current liabilities: | ||
Accounts payable and other current liabilities (Note 10) | 3,617 | 3,842 |
Debt due within one year (Note 12) | 2,592 | 1,678 |
Total current liabilities | 6,209 | 5,520 |
Debt due after one year (Note 12) | 31,192 | 31,648 |
Operating lease liabilities | 1,233 | 1,300 |
Deferred income taxes | 13,084 | 13,033 |
Other long-term liabilities | 1,796 | 1,785 |
Commitments and contingencies (Note 13) | ||
Total liabilities | 53,514 | 53,286 |
Common shareholders' equity: | ||
Common shares, $2.50 par value, 1,400,000,000 authorized; 1,112,885,415 and 1,112,623,886 issued; 609,884,944 and 612,393,321 outstanding, respectively | 2,782 | 2,782 |
Paid-in-surplus | 5,099 | 5,080 |
Retained earnings | 59,724 | 58,887 |
Treasury stock | (54,591) | (54,004) |
Accumulated other comprehensive loss (Note 7) | (560) | (582) |
Total common shareholders' equity | 12,454 | 12,163 |
Total liabilities and common shareholders' equity | $ 65,968 | $ 65,449 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements Of Financial Position (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common shares, par value (in dollars per share) | $ 2.50 | $ 2.50 |
Common stock, authorized (in shares) | 1,400,000,000 | 1,400,000,000 |
Common shares issued (in shares) | 1,112,885,415 | 1,112,623,886 |
Common shares outstanding (in shares) | 609,884,944 | 612,393,321 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Activities | ||
Net income | $ 1,630 | $ 1,630 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation | 572 | 555 |
Deferred and other income taxes | 52 | 60 |
Other operating activities, net | (117) | (43) |
Changes in current assets and liabilities: | ||
Accounts receivable, net | (59) | (236) |
Materials and supplies | 13 | (105) |
Other current assets | (73) | (43) |
Accounts payable and other current liabilities | (437) | 63 |
Income and other taxes | 259 | 355 |
Cash provided by operating activities | 1,840 | 2,236 |
Investing Activities | ||
Capital investments | (772) | (848) |
Maturities of short-term investments (Note 11) | 46 | 0 |
Proceeds from asset sales | 12 | 32 |
Other investing activities, net | (91) | (20) |
Cash used in investing activities | (805) | (836) |
Financing Activities | ||
Debt issued (Note 12) | 1,199 | 3,490 |
Dividends paid | (795) | (743) |
Debt repaid | (647) | (866) |
Share repurchase programs (Note 14) | (575) | (2,743) |
Net issued/(paid) commercial paper (Note 12) | (102) | (100) |
Other financing activities, net | (7) | (51) |
Cash used in financing activities | (927) | (1,453) |
Net change in cash, cash equivalents, and restricted cash | 108 | (53) |
Cash, cash equivalents, and restricted cash at beginning of year | 987 | 983 |
Cash, cash equivalents, and restricted cash at end of period | 1,095 | 930 |
Non-cash investing and financing activities: | ||
Capital investments accrued but not yet paid | 156 | 157 |
Common shares repurchased but not yet paid | 15 | 10 |
Cash (paid for)/received from: | ||
Income taxes, net of refunds | (35) | (7) |
Interest, net of amounts capitalized | (454) | (382) |
Cash and cash equivalents | 1,079 | 909 |
Total cash, cash equivalents and restricted cash equivalents per above | 1,095 | 930 |
Other Current Assets [Member] | ||
Cash (paid for)/received from: | ||
Restricted cash equivalents | 7 | 17 |
Other Noncurrent Assets [Member] | ||
Cash (paid for)/received from: | ||
Restricted cash equivalents | 9 | 4 |
Accelerated Share Repurchase Agreement [Member] | ||
Financing Activities | ||
Share repurchase programs (Note 14) | $ 0 | $ (440) |
Condensed Consolidated Statem_7
Condensed Consolidated Statements of Changes in Common Shareholders' Equity (Unaudited) - USD ($) $ in Millions | Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total | |||
Balance (in shares) at Dec. 31, 2021 | 1,112,400,000 | (473,600,000) | |||||||
Balance at Dec. 31, 2021 | $ 2,781 | $ (47,734) | $ 4,979 | $ 55,049 | $ (914) | [1] | $ 14,161 | ||
Net income | 0 | 0 | 0 | 1,630 | 0 | [1] | 1,630 | ||
Other comprehensive income/(loss) | $ 0 | $ 0 | 0 | 0 | 36 | [1] | 36 | [2] | |
Conversion, stock option exercises, forfeitures, ESPP, and other [b] (in shares) | 200,000 | 200,000 | |||||||
Conversion, stock option exercises, forfeitures, ESPP, and other [b] | [3] | $ 1 | $ (28) | 32 | 0 | 0 | $ 5 | ||
Share repurchase programs (Note 14) (in shares) | 0 | (11,000,000) | (11,014,201) | [4] | |||||
Share repurchase programs (Note 14) | $ 0 | $ (2,753) | (440) | 0 | 0 | [1] | $ (3,193) | ||
Dividends declared | $ 0 | $ 0 | 0 | (742) | 0 | (742) | |||
Balance (in shares) at Mar. 31, 2022 | 1,112,600,000 | (484,400,000) | |||||||
Balance at Mar. 31, 2022 | $ 2,782 | $ (50,515) | 4,571 | 55,937 | (878) | [1] | $ 11,897 | ||
Share repurchase programs (Note 14) (in shares) | (19,000,000) | ||||||||
Balance (in shares) at Mar. 31, 2023 | 1,112,900,000 | (503,000,000) | |||||||
Balance at Mar. 31, 2023 | $ 2,782 | $ (54,591) | 5,099 | 59,724 | (560) | [1] | $ 12,454 | ||
Balance (in shares) at Dec. 31, 2022 | 1,112,600,000 | (500,200,000) | |||||||
Balance at Dec. 31, 2022 | $ 2,782 | $ (54,004) | 5,080 | 58,887 | (582) | [1] | 12,163 | ||
Net income | 0 | 0 | 0 | 1,630 | 0 | [1] | 1,630 | ||
Other comprehensive income/(loss) | $ 0 | $ 0 | 0 | 0 | 22 | [1] | 22 | [2] | |
Conversion, stock option exercises, forfeitures, ESPP, and other [b] (in shares) | 300,000 | 100,000 | |||||||
Conversion, stock option exercises, forfeitures, ESPP, and other [b] | [3] | $ 0 | $ 4 | 19 | 0 | 0 | $ 23 | ||
Share repurchase programs (Note 14) (in shares) | 0 | (2,900,000) | (2,908,703) | ||||||
Share repurchase programs (Note 14) | $ 0 | $ (591) | 0 | 0 | 0 | [1] | $ (591) | ||
Dividends declared | $ 0 | $ 0 | 0 | (793) | 0 | (793) | |||
Balance (in shares) at Mar. 31, 2023 | 1,112,900,000 | (503,000,000) | |||||||
Balance at Mar. 31, 2023 | $ 2,782 | $ (54,591) | $ 5,099 | $ 59,724 | $ (560) | [1] | $ 12,454 | ||
[1]AOCI = Accumulated Other Comprehensive Income/Loss (Note 7)[2]Net of deferred taxes of ($0) million and ($5) million during the three months ended March 31, 2023 and 2022, respectively.[3]ESPP = employee stock purchase plan (Note 3)[4]Includes 7,012,232 shares repurchased in 2022 under accelerated share repurchase programs. |
Condensed Consolidated Statem_8
Condensed Consolidated Statements of Changes in Common Shareholders' Equity (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Dividends per share (in dollars per share) | $ 1.30 | $ 1.18 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Basis of Accounting [Text Block] | 1. 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 2022 Annual Report on Form 10 December 31, 2022 , is derived from audited financial statements. The results of operations for the three March 31, 2023 , are not December 31, 2023 . The Condensed Consolidated Financial Statements are presented in accordance with GAAP as codified in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). |
Note 2 - Operations and Segment
Note 2 - Operations and Segmentation | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | 2. The Railroad, along with its subsidiaries and rail affiliates, is our one one The following table represents a disaggregation of our freight and other revenues: Millions, for the Three Months Ended March 31, 2023 2022 Bulk $ 1,897 $ 1,832 Industrial 2,017 1,921 Premium 1,742 1,687 Total freight revenues $ 5,656 $ 5,440 Other subsidiary revenues 235 205 Accessorial revenues 151 201 Other 14 14 Total operating revenues $ 6,056 $ 5,860 Although our revenues are principally derived from customers domiciled in the U.S., the ultimate points of origination or destination for some products we transport are outside the U.S. Each of our commodity groups includes revenues from shipments to and from Mexico. Included in the above table are revenues from our Mexico business, which amounted to $ 712 million and $654 million for the three March 31, 2023 2022 , respectively. |
Note 3 - Stock Options and Othe
Note 3 - Stock Options and Other Stock Plans | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 3. We have several stock-based compensation plans where 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”. Employees also are 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, 2023 2022 Stock-based compensation, before tax: Stock options $ 4 $ 4 Retention awards 18 22 ESPP 6 4 Total stock-based compensation, before tax $ 28 $ 30 Excess income tax benefits from equity compensation plans $ 6 $ 17 Stock Options no None March 31, 2023 , are subject to performance or market-based vesting conditions. The table below shows the annual weighted-average assumptions used for Black-Scholes valuation purposes: Weighted-Average Assumptions 2023 2022 Risk-free interest rate 3.9 % 1.6 % Dividend yield 2.6 % 1.9 % Expected life (years) 4.5 4.4 Volatility 29.3 % 28.7 % Weighted-average grant-date fair value of options granted $ 48.31 $ 51.92 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 March 31, 2023 , is presented below: Options (thous.) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (millions) Outstanding at January 1, 2023 1,974 $ 169.64 6.0 $ 86 Granted 351 202.81 N/A N/A Exercised (34 ) 92.22 N/A N/A Forfeited or expired (1 ) 244.35 N/A N/A Outstanding at March 31, 2023 2,290 $ 175.84 6.5 $ 73 Vested or expected to vest at March 31, 2023 2,269 $ 175.49 6.5 $ 73 Options exercisable at March 31, 2023 1,617 $ 159.16 5.4 $ 73 At March 31, 2023 , there was $29 million of unrecognized compensation expense related to nonvested stock options, which is expected to be recognized over a weighted-average period of 1.7 years. Additional information regarding stock option exercises appears in the following table: Millions, for the Three Months Ended March 31, 2023 2022 Intrinsic value of stock options exercised $ 4 $ 42 Cash received from option exercises 4 15 Treasury shares repurchased for employee payroll taxes (1 ) (5 ) Income tax benefit realized from option exercises 1 5 Aggregate grant-date fair value of stock options vested 14 13 Retention Awards no Changes in our retention awards during the three March 31, 2023 , were as follows: Shares (thous.) Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2023 1,069 $ 196.47 Granted 289 202.81 Vested (296 ) 162.38 Forfeited (13 ) 202.85 Nonvested at March 31, 2023 1,049 $ 207.76 At March 31, 2023 , there was $130 million of total unrecognized compensation expense related to nonvested retention awards, which is expected to be recognized over a weighted-average period of 2 .1 years. Performance Retention Awards February 2023 February 2022 100 The February 2023 three two three third one third three Changes in our performance retention awards during the three March 31, 2023 , were as follows: Shares (thous.) Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2023 594 $ 199.82 Granted 251 202.81 Vested (72 ) 186.11 Unearned (127 ) 186.11 Forfeited - - Nonvested at March 31, 2023 646 $ 205.21 At March 31, 2023 , there was $33 million of total unrecognized compensation expense related to nonvested performance retention awards, which is expected to be recognized over a weighted-average period of 1.8 years. This expense is subject to achievement of the performance measures established for the performance stock unit grants. |
Note 4 - Retirement Plans
Note 4 - Retirement Plans | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Retirement Benefits [Text Block] | 4. 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, no 401 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 5-year period. This practice is intended to reduce year-to-year volatility in pension expense, but it can have the effect of delaying the recognition of differences between actual returns on assets and expected returns based on long-term rate of return assumptions. Differences in actual experience in relation to assumptions are not The components of our net periodic pension benefit/cost were as follows: Millions, for the Three Months Ended March 31, 2023 2022 Service cost $ 13 $ 26 Interest cost 46 31 Expected return on plan assets (62 ) (73 ) Amortization of actuarial loss 2 22 Net periodic pension (benefit)/cost $ (1 ) $ 6 Cash Contributions For the three March 31, 2023 , cash contributions totaled $0 to the qualified pension plans. Any contributions made during 2023 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 March 31, 2023 , we do not 2023 . |
Note 5 - Other Income
Note 5 - Other Income | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Other Income and Other Expense Disclosure [Text Block] | 5. Other income included the following: Millions, for the Three Months Ended March 31, 2023 2022 Real estate income [a] [b] $ 176 $ 60 Environmental remediation and restoration (19 ) (26 ) Net periodic pension benefit/(costs) 14 20 Other [a] 13 (7 ) Total $ 184 $ 47 [a] Prior periods have been reclassified to conform to the current period disclosure. [b] 2023 one |
Note 6 - Earnings Per Share
Note 6 - Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 6. 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, 2023 2022 Net income $ 1,630 $ 1,630 Weighted-average number of shares outstanding: Basic 610.6 632.2 Dilutive effect of stock options 0.4 0.7 Dilutive effect of retention shares and units 0.5 0.7 Diluted 611.5 633.6 Earnings per share – basic $ 2.67 $ 2.58 Earnings per share – diluted $ 2.67 $ 2.57 Stock options excluded as their inclusion would be anti-dilutive 0.8 0.1 |
Note 7 - Accumulated Other Comp
Note 7 - Accumulated Other Comprehensive Income Loss | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Comprehensive Income (Loss) Note [Text Block] | 7. 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, 2023 $ (378 ) $ (204 ) $ (582 ) Other comprehensive income/(loss) before reclassifications - 23 23 Amounts reclassified from accumulated other comprehensive income/(loss) [a] (1 ) - (1 ) Net year-to-date other comprehensive income/(loss), net of taxes of ($0) million (1 ) 23 22 Balance at March 31, 2023 $ (379 ) $ (181 ) $ (560 ) Balance at January 1, 2022 $ (658 ) $ (256 ) $ (914 ) Other comprehensive income/(loss) before reclassifications - 21 21 Amounts reclassified from accumulated other comprehensive income/(loss) [a] 15 - 15 Net year-to-date other comprehensive income/(loss), net of taxes of ($5) million 15 21 36 Balance at March 31, 2022 $ (643 ) $ (235 ) $ (878 ) [a] The accumulated other comprehensive income/loss reclassification components are 1 2 4 |
Note 8 - Accounts Receivable
Note 8 - Accounts Receivable | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 8. Accounts receivable includes freight and other receivables reduced by an allowance for doubtful accounts. At both March 31, 2023 , and December 31, 2022 , our accounts receivables were reduced $ 10 million. Receivables not one March 31, 2023 , and December 31, 2022 , receivables classified as other assets were reduced by allowances of $60 million and $58 million, respectively. Receivables Securitization Facility July 2025 third may no not UPRI. The amount recorded under the Receivables Facility was $0 and $100 million at March 31, 2023 , and December 31, 2022 , respectively. The Receivables Facility was supported by $1.6 billion of accounts receivable as collateral at both March 31, 2023 and December 31, 2022 , which, as a retained interest, is included in accounts receivable, net in our Condensed Consolidated Statements of Financial Position. The outstanding amount the Railroad maintains under the Receivables Facility may one not The costs of the Receivables Facility include interest, which will vary based on prevailing benchmark and commercial paper rates, program fees paid to participating banks, commercial paper issuance costs, and fees of participating banks for unused commitment availability. The costs of the Receivables Facility are included in interest expense and were $3 million and $1 million for the three March 31, 2023 2022 , respectively. |
Note 9 - Properties
Note 9 - Properties | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 9. 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, 2023 Cost Depreciation Value Useful Life Land $ 5,353 N/A $ 5,353 N/A Road: Rail and other track material 18,532 7,157 11,375 42 Ties 11,764 3,752 8,012 34 Ballast 6,254 1,979 4,275 34 Other roadway [a] 22,570 5,069 17,501 47 Total road 59,120 17,957 41,163 N/A Equipment: Locomotives 9,221 3,684 5,537 18 Freight cars 2,621 914 1,707 23 Work equipment and other 1,278 490 788 17 Total equipment 13,120 5,088 8,032 N/A Technology and other 1,274 522 752 12 Construction in progress 974 - 974 N/A Total $ 79,841 $ 23,567 $ 56,274 N/A Millions, Except Estimated Useful Life Accumulated Net Book Estimated As of December 31, 2022 Cost Depreciation Value Useful Life Land $ 5,344 $ N/A $ 5,344 N/A Road: Rail and other track material 18,419 7,096 11,323 43 Ties 11,676 3,699 7,977 34 Ballast 6,222 1,950 4,272 34 Other roadway [a] 22,411 4,970 17,441 47 Total road 58,728 17,715 41,013 N/A Equipment: Locomotives 9,166 3,606 5,560 18 Freight cars 2,562 898 1,664 23 Work equipment and other 1,253 473 780 17 Total equipment 12,981 4,977 8,004 N/A Technology and other 1,254 525 729 12 Construction in progress 948 - 948 N/A Total $ 79,255 $ 23,217 $ 56,038 N/A [a] Other roadway includes grading, bridges and tunnels, signals, buildings, and other road assets. |
Note 10 - Accounts Payable and
Note 10 - Accounts Payable and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 10. Mar. 31, Dec. 31, Millions 2023 2022 Accounts payable $ 952 $ 784 Income and other taxes payable 815 628 Compensation-related accruals 490 938 Current operating lease liabilities 344 331 Accrued casualty costs 251 242 Interest payable 246 379 Equipment rents payable 100 109 Other 419 431 Total accounts payable and other current liabilities $ 3,617 $ 3,842 |
Note 11 - Financial Instruments
Note 11 - Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Financial Instruments Disclosure [Text Block] | 11. Short-Term Investments March 31, 2023 , the Company no longer held short-term investments. December 31, 2022 2 one Fair Value of Financial Instruments 2 March 31, 2023 , the fair value of total debt was $29.5 billion, approximately $4.3 billion less than the carrying value. At December 31, 2022 , the fair value of total debt was $28.1 billion, approximately $5.2 billion less than the carrying value. The fair value of the Corporation’s debt is a measure of its current value under present market conditions. The fair value of our cash equivalents approximates their carrying value due to the short-term maturities of these instruments. |
Note 12 - Debt
Note 12 - Debt | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 12. Credit Facilities March 31, 2023 , three March 31, 2023 May 20, 2027 The definition of debt used for purposes of calculating the debt-to-EBITDA coverage ratio includes, among other things, certain credit arrangements, finance leases, guarantees, unfunded and vested pension benefits under Title IV of ERISA, and unamortized debt discount and deferred debt issuance costs. At March 31, 2023 , the Company was in compliance with the debt-to-EBITDA coverage ratio, which allows us to carry up to $47.1 billion of debt (as defined in the Facility), and we had $35.6 billion of debt (as defined in the Facility) outstanding at that date. The Facility does not million cross-default provision and a change-of-control provision. During the three March 31, 2023 , we issued $515 million and repaid $615 million of commercial paper with maturities ranging from 14 to 88 days, and at March 31, 2023 , we had $100 million of commercial paper with a weighted average interest rate of 4.9% outstanding. Our revolving credit facility supports our outstanding commercial paper balances, and, unless we change the terms of our commercial paper program, our aggregate issuance of commercial paper will not Shelf Registration Statement and Significant New Borrowings February 3, 2022, three February 10, 2021. may one During the three March 31, 2023 , we issued the following unsecured, fixed-rate debt securities under our shelf registration: Date Description of Securities February 21, 2023 $0.50 billion of 4.750% Notes due February 21, 2026 $0.50 billion of 4.950% Notes due May 15, 2053 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, 2023 , we had remaining authority to issue up to $5.6 billion of debt securities under our shelf registration. Receivables Securitization Facility March 31, 2023 , and December 31, 2022 , we recorded $0 and $100 million, respectively, of borrowings under our Receivables Facility as secured debt. (See further discussion of our receivables securitization facility in Note 8 |
Note 13 - Commitments and Conti
Note 13 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Commitments Contingencies and Guarantees [Text Block] | 13. Asserted and Unasserted Claims not In December 2019, third no may Personal Injury Approximately 93% of the recorded liability is related to asserted claims and approximately 7% is related to unasserted claims at March 31, 2023 . Because of the uncertainty surrounding the ultimate outcome of personal injury claims, it is reasonably possible that future costs to settle these claims may no Our personal injury liability activity was as follows: Millions, for the Three Months Ended March 31, 2023 2022 Beginning balance $ 361 $ 325 Current year accruals 27 23 Changes in estimates for prior years 7 6 Payments (16 ) (22 ) Ending balance at March 31, $ 379 $ 332 Current portion, ending balance at March 31, $ 84 $ 67 Environmental Costs may 32 sites that are the subject of actions taken by the U.S. government, including 20 that are currently on the Superfund National Priorities List. Certain federal legislation imposes joint and several liability for the remediation of identified sites; consequently, our ultimate environmental liability may Our environmental liability activity was as follows: Millions, for the Three Months Ended March 31, 2023 2022 Beginning balance $ 253 $ 243 Accruals 44 40 Payments (26 ) (15 ) Ending balance at March 31, $ 271 $ 268 Current portion, ending balance at March 31, $ 74 $ 64 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 may not Insurance Indemnities not |
Note 14 - Share Repurchase Prog
Note 14 - Share Repurchase Programs | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Treasury Stock [Text Block] | 14. Effective April 1, 2022, March 31, 2025. March 31, 2023 2022 may Our previous authorization, which was effective April 1, 2019, March 31, 2022, March 31, 2022, 2019 The table below represents shares repurchased under repurchase programs in the three months ended March 31, 2023 2022 : Number of Shares Purchased Average Price Paid [a] 2023 2022 2023 2022 First quarter [b] 2,908,703 11,014,201 $ 203.19 $ 249.95 Remaining number of shares that may be repurchased under current authority 80,998,608 [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 [b] Includes 7,012,232 shares repurchased in 2022 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, fees, and excise taxes. Accelerated Share Repurchase Programs may On February 18, 2022, second 2022, 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. |
Note 15 - Related Parties
Note 15 - Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 15. UPRR and other North American railroad companies jointly own TTX Company (TTX). UPRR has a 37.03% economic and voting interest in TTX while the other North American railroads own the remaining interest. In accordance with ASC 323 Investments - Equity Method and Joint Venture 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 $1.7 billion recognized as investments related to TTX in our Condensed Consolidated Statements of Financial Position as of both March 31, 2023 , and December 31, 2022 . TTX car hire expenses of $103 million and $94 million for the three March 31, 2023 2022 , respectively, are included in equipment and other rents in our Condensed Consolidated Statements of Income. In addition, UPRR had accounts payable to TTX of $68 million as of both March 31, 2023 , and December 31, 2022 . |
Note 2 - Operations and Segme_2
Note 2 - Operations and Segmentation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Millions, for the Three Months Ended March 31, 2023 2022 Bulk $ 1,897 $ 1,832 Industrial 2,017 1,921 Premium 1,742 1,687 Total freight revenues $ 5,656 $ 5,440 Other subsidiary revenues 235 205 Accessorial revenues 151 201 Other 14 14 Total operating revenues $ 6,056 $ 5,860 |
Note 3 - Stock Options and Ot_2
Note 3 - Stock Options and Other Stock Plans (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Cost by Plan [Table Text Block] | Millions, for the Three Months Ended March 31, 2023 2022 Stock-based compensation, before tax: Stock options $ 4 $ 4 Retention awards 18 22 ESPP 6 4 Total stock-based compensation, before tax $ 28 $ 30 Excess income tax benefits from equity compensation plans $ 6 $ 17 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Weighted-Average Assumptions 2023 2022 Risk-free interest rate 3.9 % 1.6 % Dividend yield 2.6 % 1.9 % Expected life (years) 4.5 4.4 Volatility 29.3 % 28.7 % Weighted-average grant-date fair value of options granted $ 48.31 $ 51.92 |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Options (thous.) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (millions) Outstanding at January 1, 2023 1,974 $ 169.64 6.0 $ 86 Granted 351 202.81 N/A N/A Exercised (34 ) 92.22 N/A N/A Forfeited or expired (1 ) 244.35 N/A N/A Outstanding at March 31, 2023 2,290 $ 175.84 6.5 $ 73 Vested or expected to vest at March 31, 2023 2,269 $ 175.49 6.5 $ 73 Options exercisable at March 31, 2023 1,617 $ 159.16 5.4 $ 73 |
Cash Proceeds Received and Tax Benefit from Share-Based Payment Awards [Table Text Block] | Millions, for the Three Months Ended March 31, 2023 2022 Intrinsic value of stock options exercised $ 4 $ 42 Cash received from option exercises 4 15 Treasury shares repurchased for employee payroll taxes (1 ) (5 ) Income tax benefit realized from option exercises 1 5 Aggregate grant-date fair value of stock options vested 14 13 |
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | Shares (thous.) Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2023 1,069 $ 196.47 Granted 289 202.81 Vested (296 ) 162.38 Forfeited (13 ) 202.85 Nonvested at March 31, 2023 1,049 $ 207.76 |
Schedule of Nonvested Performance-Based Units Activity [Table Text Block] | Shares (thous.) Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2023 594 $ 199.82 Granted 251 202.81 Vested (72 ) 186.11 Unearned (127 ) 186.11 Forfeited - - Nonvested at March 31, 2023 646 $ 205.21 |
Note 4 - Retirement Plans (Tabl
Note 4 - Retirement Plans (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Net Benefit Costs [Table Text Block] | Millions, for the Three Months Ended March 31, 2023 2022 Service cost $ 13 $ 26 Interest cost 46 31 Expected return on plan assets (62 ) (73 ) Amortization of actuarial loss 2 22 Net periodic pension (benefit)/cost $ (1 ) $ 6 |
Note 5 - Other Income (Tables)
Note 5 - Other Income (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Other Nonoperating Income, by Component [Table Text Block] | Millions, for the Three Months Ended March 31, 2023 2022 Real estate income [a] [b] $ 176 $ 60 Environmental remediation and restoration (19 ) (26 ) Net periodic pension benefit/(costs) 14 20 Other [a] 13 (7 ) Total $ 184 $ 47 |
Note 6 - Earnings Per Share (Ta
Note 6 - Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Millions, Except Per Share Amounts, for the Three Months Ended March 31, 2023 2022 Net income $ 1,630 $ 1,630 Weighted-average number of shares outstanding: Basic 610.6 632.2 Dilutive effect of stock options 0.4 0.7 Dilutive effect of retention shares and units 0.5 0.7 Diluted 611.5 633.6 Earnings per share – basic $ 2.67 $ 2.58 Earnings per share – diluted $ 2.67 $ 2.57 Stock options excluded as their inclusion would be anti-dilutive 0.8 0.1 |
Note 7 - Accumulated Other Co_2
Note 7 - Accumulated Other Comprehensive Income Loss (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Millions Defined benefit plans Foreign currency translation Total Balance at January 1, 2023 $ (378 ) $ (204 ) $ (582 ) Other comprehensive income/(loss) before reclassifications - 23 23 Amounts reclassified from accumulated other comprehensive income/(loss) [a] (1 ) - (1 ) Net year-to-date other comprehensive income/(loss), net of taxes of ($0) million (1 ) 23 22 Balance at March 31, 2023 $ (379 ) $ (181 ) $ (560 ) Balance at January 1, 2022 $ (658 ) $ (256 ) $ (914 ) Other comprehensive income/(loss) before reclassifications - 21 21 Amounts reclassified from accumulated other comprehensive income/(loss) [a] 15 - 15 Net year-to-date other comprehensive income/(loss), net of taxes of ($5) million 15 21 36 Balance at March 31, 2022 $ (643 ) $ (235 ) $ (878 ) |
Note 9 - Properties (Tables)
Note 9 - Properties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | Millions, Except Estimated Useful Life Accumulated Net Book Estimated As of March 31, 2023 Cost Depreciation Value Useful Life Land $ 5,353 N/A $ 5,353 N/A Road: Rail and other track material 18,532 7,157 11,375 42 Ties 11,764 3,752 8,012 34 Ballast 6,254 1,979 4,275 34 Other roadway [a] 22,570 5,069 17,501 47 Total road 59,120 17,957 41,163 N/A Equipment: Locomotives 9,221 3,684 5,537 18 Freight cars 2,621 914 1,707 23 Work equipment and other 1,278 490 788 17 Total equipment 13,120 5,088 8,032 N/A Technology and other 1,274 522 752 12 Construction in progress 974 - 974 N/A Total $ 79,841 $ 23,567 $ 56,274 N/A Millions, Except Estimated Useful Life Accumulated Net Book Estimated As of December 31, 2022 Cost Depreciation Value Useful Life Land $ 5,344 $ N/A $ 5,344 N/A Road: Rail and other track material 18,419 7,096 11,323 43 Ties 11,676 3,699 7,977 34 Ballast 6,222 1,950 4,272 34 Other roadway [a] 22,411 4,970 17,441 47 Total road 58,728 17,715 41,013 N/A Equipment: Locomotives 9,166 3,606 5,560 18 Freight cars 2,562 898 1,664 23 Work equipment and other 1,253 473 780 17 Total equipment 12,981 4,977 8,004 N/A Technology and other 1,254 525 729 12 Construction in progress 948 - 948 N/A Total $ 79,255 $ 23,217 $ 56,038 N/A |
Note 10 - Accounts Payable an_2
Note 10 - Accounts Payable and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Mar. 31, Dec. 31, Millions 2023 2022 Accounts payable $ 952 $ 784 Income and other taxes payable 815 628 Compensation-related accruals 490 938 Current operating lease liabilities 344 331 Accrued casualty costs 251 242 Interest payable 246 379 Equipment rents payable 100 109 Other 419 431 Total accounts payable and other current liabilities $ 3,617 $ 3,842 |
Note 12 - Debt (Tables)
Note 12 - Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Unsecured Fixed Rate Debt Securities Issued Under Current Shelf Registration [Table Text Block] | Date Description of Securities February 21, 2023 $0.50 billion of 4.750% Notes due February 21, 2026 $0.50 billion of 4.950% Notes due May 15, 2053 |
Note 13 - Commitments and Con_2
Note 13 - Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Loss Contingencies by Contingency, Environmental [Table Text Block] | Millions, for the Three Months Ended March 31, 2023 2022 Beginning balance $ 253 $ 243 Accruals 44 40 Payments (26 ) (15 ) Ending balance at March 31, $ 271 $ 268 Current portion, ending balance at March 31, $ 74 $ 64 |
Personal Injury [Member] | |
Notes Tables | |
Schedule of Loss Contingencies by Contingency [Table Text Block] | Millions, for the Three Months Ended March 31, 2023 2022 Beginning balance $ 361 $ 325 Current year accruals 27 23 Changes in estimates for prior years 7 6 Payments (16 ) (22 ) Ending balance at March 31, $ 379 $ 332 Current portion, ending balance at March 31, $ 84 $ 67 |
Note 14 - Share Repurchase Pr_2
Note 14 - Share Repurchase Programs (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Share Repurchase Program [Table Text Block] | Number of Shares Purchased Average Price Paid [a] 2023 2022 2023 2022 First quarter [b] 2,908,703 11,014,201 $ 203.19 $ 249.95 Remaining number of shares that may be repurchased under current authority 80,998,608 |
Note 2 - Operations and Segme_3
Note 2 - Operations and Segmentation (Details Textual) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Number of Reportable Segments | 1 | |
Number of Operating Segments | 1 | |
Revenue from Contract with Customer, Excluding Assessed Tax | $ 6,056 | $ 5,860 |
MEXICO | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 712 | $ 654 |
Note 2 - Operations and Segme_4
Note 2 - Operations and Segmentation - Summary of Freight and Other Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from Contract with Customer, Excluding Assessed Tax | $ 6,056 | $ 5,860 |
Bulk [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,897 | 1,832 |
Industrial [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,017 | 1,921 |
Premium [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,742 | 1,687 |
Cargo and Freight [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 5,656 | 5,440 |
Other Subsidiary Revenues [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 235 | 205 |
Accessorial Revenues [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 151 | 201 |
Other Miscellaneous Product and Service Revenues [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 14 | $ 14 |
Note 3 - Stock Options and Ot_3
Note 3 - Stock Options and Other Stock Plans (Details Textual) shares in Thousands, $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) shares | |
Share-Based Payment Arrangement, Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 3 years |
Share-based Compensation Arrangement by Share-based Payment Award, Conditions (in shares) | shares | 0 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 29 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 8 months 12 days |
Retention Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 4 years |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 130 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 1 month 6 days |
Performance Retention Awards [Member] | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 33 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 9 months 18 days |
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period (Month) | 37 months |
Share-based Compensation Arrangement by Share-based Payment Award, Performance Period (Year) | 3 years |
Note 3 - Stock-based Compensati
Note 3 - Stock-based Compensation - Stock-based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock options | $ 4 | $ 4 |
Retention awards | 18 | 22 |
Total stock-based compensation, before tax | 28 | 30 |
Excess income tax benefits from equity compensation plans | 6 | 17 |
Employee Stock [Member] | ||
ESPP | $ 6 | $ 4 |
Note 3 - Stock-based Compensa_2
Note 3 - Stock-based Compensation- Stock Option Assumption (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Risk-free interest rate | 3.90% | 1.60% |
Dividend yield | 2.60% | 1.90% |
Expected life (years) (Year) | 4 years 6 months | 4 years 4 months 24 days |
Volatility | 29.30% | 28.70% |
Weighted-average grant-date fair value of options granted (in dollars per share) | $ 48.31 | $ 51.92 |
Note 3 - Stock-based Compensa_3
Note 3 - Stock-based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Outstanding, Options (in shares) | 1,974 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 169.64 | |
Outstanding, Weighted-Average Remaining Contractual Term (Year) | 6 years 6 months | 6 years |
Outstanding, Aggregate Intrinsic Value | $ 73 | $ 86 |
Granted, Options (in shares) | 351 | |
Granted, weighted average exercise price (in dollars per share) | $ 202.81 | |
Exercised, Options (in shares) | (34) | |
Exercised, weighted average exercise price (in dollars per share) | $ 92.22 | |
Forfeited or expired, Options (in shares) | (1) | |
Forfeited or expired, weighted average exercise price (in dollars per share) | $ 244.35 | |
Outstanding, Options (in shares) | 2,290 | 1,974 |
Outstanding, weighted average exercise price (in dollars per share) | $ 175.84 | $ 169.64 |
Vested or expected to vest, Options (in shares) | 2,269 | |
Vested or expected to vest, weighted average exercise price (in dollars per share) | $ 175.49 | |
Vested or expected to vest, Weighted-Average Remaining Contractual Term (Year) | 6 years 6 months | |
Vested or expected to vest, Aggregate Intrinsic Value | $ 73 | |
Exercisable, Options (in shares) | 1,617 | |
Options, exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 159.16 | |
Options, Exercisable, Weighted-Average Remaining Contractual Term (Year) | 5 years 4 months 24 days | |
Options, Exercisable, Aggregate Intrinsic Value | $ 73 |
Note 3 - Stock-based Compensa_4
Note 3 - Stock-based Compensation - Additional Information Regarding Stock Option Exercises (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Intrinsic value of stock options exercised | $ 4 | $ 42 |
Cash received from option exercises | 4 | 15 |
Treasury shares repurchased for employee payroll taxes | (1) | (5) |
Income tax benefit realized from option exercises | 1 | 5 |
Aggregate grant-date fair value of stock options vested | $ 14 | $ 13 |
Note 3 - Stock-based Compensa_5
Note 3 - Stock-based Compensation - Changes in Retention Awards (Details) - Retention Awards [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Nonvested, beginning balance (in shares) | shares | 1,069 |
Nonvested, weighted-average grant-date fair value, beginning balance (in dollars per share) | $ / shares | $ 196.47 |
Granted (in shares) | shares | 289 |
Granted, weighted-average grant-date fair value (in dollars per share) | $ / shares | $ 202.81 |
Vested (in shares) | shares | (296) |
Vested, weighted-average grant-date fair value (in dollars per share) | $ / shares | $ 162.38 |
Forfeited (in shares) | shares | (13) |
Forfeited, weighted-average grant-date fair value (in dollars per share) | $ / shares | $ 202.85 |
Nonvested, ending balance (in shares) | shares | 1,049 |
Nonvested, weighted-average grant-date fair value, ending balance (in dollars per share) | $ / shares | $ 207.76 |
Note 3 - Stock-based Compensa_6
Note 3 - Stock-based Compensation - Changes in Performance Retention Awards (Details) - Performance Retention Awards [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Nonvested, beginning balance (in shares) | shares | 594 |
Nonvested, weighted-average grant-date fair value, beginning balance (in dollars per share) | $ / shares | $ 199.82 |
Granted (in shares) | shares | 251 |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 202.81 |
Vested (in shares) | shares | (72) |
Vested, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 186.11 |
Unearned (in shares) | shares | (127) |
Unearned, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 186.11 |
Forfeited (in shares) | shares | 0 |
Forfeited, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 0 |
Nonvested, ending balance (in shares) | shares | 646 |
Nonvested, weighted-average grant-date fair value, ending balance (in dollars per share) | $ / shares | $ 205.21 |
Note 4 - Retirement Plans (Deta
Note 4 - Retirement Plans (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan, Expected Return on Plan Assets, Changes In Fair Value, Period (Year) | 5 years | |
Payment for Pension Benefits | $ 0 |
Note 4 - Retirement Plans - Com
Note 4 - Retirement Plans - Components of Net Periodic Pension and OPEB Cost (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net periodic pension (benefit)/cost | $ (1) | $ 6 |
Pension Plan [Member] | ||
Service cost | 13 | 26 |
Interest cost | 46 | 31 |
Expected return on plan assets | (62) | (73) |
Amortization of actuarial loss | $ 2 | $ 22 |
Note 5 - Other Income (Details
Note 5 - Other Income (Details Textual) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Profit (Loss) from Real Estate Operations | [1],[2] | $ 176 | $ 60 |
Real Estate Transaction [Member] | |||
Profit (Loss) from Real Estate Operations | $ 107 | ||
[1]2023 includes a one-time $107 million transaction.[2]Prior periods have been reclassified to conform to the current period disclosure. |
Note 5 - Other Income - Schedul
Note 5 - Other Income - Schedule of Other Income (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Real estate income [a] [b] | [1],[2] | $ 176 | $ 60 |
Environmental remediation and restoration | (19) | (26) | |
Net periodic pension benefit/(costs) | 14 | 20 | |
Other [a] | [2] | 13 | (7) |
Total | $ 184 | $ 47 | |
[1]2023 includes a one-time $107 million transaction.[2]Prior periods have been reclassified to conform to the current period disclosure. |
Note 6 - Earnings Per Share - S
Note 6 - Earnings Per Share - Schedule of Reconciliation (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net income | $ 1,630 | $ 1,630 |
Weighted-average number of shares outstanding: | ||
Basic (in shares) | 610.6 | 632.2 |
Diluted (in shares) | 611.5 | 633.6 |
Earnings per share – basic (in dollars per share) | $ 2.67 | $ 2.58 |
Earnings per share – diluted (in dollars per share) | $ 2.67 | $ 2.57 |
Stock options excluded as their inclusion would be anti-dilutive (in shares) | 0.8 | 0.1 |
Share-Based Payment Arrangement, Option [Member] | ||
Weighted-average number of shares outstanding: | ||
Dilutive effect of share based payment awards (in shares) | 0.4 | 0.7 |
Retention Awards [Member] | ||
Weighted-average number of shares outstanding: | ||
Dilutive effect of share based payment awards (in shares) | 0.5 | 0.7 |
Note 7 - Accumulated Other Co_3
Note 7 - Accumulated Other Comprehensive Income (Loss) - Schedule of Reclassification (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Balance | $ 12,163 | $ 14,161 | |
Total other comprehensive income/(loss) | [1] | 22 | 36 |
Balance | 12,454 | 11,897 | |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | |||
Balance | (378) | (658) | |
Other comprehensive income/(loss) before reclassifications | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive income/(loss) [a] | [2] | (1) | 15 |
Total other comprehensive income/(loss) | (1) | 15 | |
Balance | (379) | (643) | |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |||
Balance | (204) | (256) | |
Other comprehensive income/(loss) before reclassifications | 23 | 21 | |
Amounts reclassified from accumulated other comprehensive income/(loss) [a] | [2] | 0 | 0 |
Total other comprehensive income/(loss) | 23 | 21 | |
Balance | (181) | (235) | |
AOCI Attributable to Parent [Member] | |||
Balance | [3] | (582) | (914) |
Other comprehensive income/(loss) before reclassifications | 23 | 21 | |
Amounts reclassified from accumulated other comprehensive income/(loss) [a] | [2] | (1) | 15 |
Total other comprehensive income/(loss) | [3] | 22 | 36 |
Balance | [3] | $ (560) | $ (878) |
[1]Net of deferred taxes of ($0) million and ($5) million during the three months ended March 31, 2023 and 2022, respectively.[2]The accumulated other comprehensive income/loss reclassification components are 1) prior service cost/credit and 2) net actuarial loss, which are both included in the computation of net periodic pension benefit/cost. See Note 4 Retirement Plans for additional details.[3]AOCI = Accumulated Other Comprehensive Income/Loss (Note 7) |
Note 7 - Accumulated Other Co_4
Note 7 - Accumulated Other Comprehensive Income (Loss) - Schedule of Reclassification (Details) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total other comprehensive income/(loss), tax | $ 0 | $ (5,000) |
Note 8 - Accounts Receivable (D
Note 8 - Accounts Receivable (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss, Current | $ 10,000 | $ 10,000 | ||
Total Transfer Capacity, Undivided Interests to Investors under Receivables Securitization Facility | $ 800,000 | |||
Receivables Securitization Facility, Duration (Year) | 3 years | |||
Value Outstanding, Undivided Interest Held by Investors Under Receivables Securitization Facility | $ 0 | $ 100,000 | ||
Accounts Receivable, Supporting Undivided Investor Held Interest | 1,600,000 | $ 1,600,000 | ||
Interest Expense, Total | $ 336,000 | $ 307,000 | ||
Receivables Securitization Facility, Maturity Date | Jul. 31, 2025 | |||
Asset-Backed Securities, Securitized Loans and Receivables [Member] | ||||
Accounts Receivable, from Securitization, Default or Dilution Ratio | 1% | |||
Interest Expense, Total | $ 3,000 | $ 1,000 | ||
Maximum [Member] | ||||
Total Transfer Capacity, Undivided Interests to Investors under Receivables Securitization Facility | 800,000 | |||
Other Assets [Member] | ||||
Accounts Receivable, Allowance for Credit Loss, Noncurrent | $ 60,000 | $ 58,000 |
Note 9 - Properties - Schedule
Note 9 - Properties - Schedule of Property and Equipment Major Categories (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | ||
Property, Plant and Equipment, Cost | $ 79,841 | $ 79,255 | ||
Property, Plant and Equipment, Net | 56,274 | 56,038 | ||
Property, Plant and Equipment, Accumulated Depreciation | 23,567 | 23,217 | ||
Land [Member] | ||||
Property, Plant and Equipment, Cost | 5,353 | 5,344 | ||
Property, Plant and Equipment, Net | 5,353 | 5,344 | ||
Roadrail and Other Track Material [Member] | ||||
Property, Plant and Equipment, Cost | 18,532 | 18,419 | ||
Property, Plant and Equipment, Net | 11,375 | 11,323 | ||
Property, Plant and Equipment, Accumulated Depreciation | $ 7,157 | $ 7,096 | ||
Property, Plant and Equipment, Useful Life (Year) | 42 years | 43 years | ||
Road Ties [Member] | ||||
Property, Plant and Equipment, Cost | $ 11,764 | $ 11,676 | ||
Property, Plant and Equipment, Net | 8,012 | 7,977 | ||
Property, Plant and Equipment, Accumulated Depreciation | $ 3,752 | $ 3,699 | ||
Property, Plant and Equipment, Useful Life (Year) | 34 years | 34 years | ||
Road Ballast [Member] | ||||
Property, Plant and Equipment, Cost | $ 6,254 | $ 6,222 | ||
Property, Plant and Equipment, Net | 4,275 | 4,272 | ||
Property, Plant and Equipment, Accumulated Depreciation | $ 1,979 | $ 1,950 | ||
Property, Plant and Equipment, Useful Life (Year) | 34 years | 34 years | ||
Road, Other [Member] | ||||
Property, Plant and Equipment, Cost | [1] | $ 22,570 | $ 22,411 | |
Property, Plant and Equipment, Net | 17,501 | [1] | 17,441 | |
Property, Plant and Equipment, Accumulated Depreciation | $ 5,069 | [1] | $ 4,970 | |
Property, Plant and Equipment, Useful Life (Year) | 47 years | [1] | 47 years | |
Road [Member] | ||||
Property, Plant and Equipment, Cost | $ 59,120 | $ 58,728 | ||
Property, Plant and Equipment, Net | 41,163 | 41,013 | ||
Property, Plant and Equipment, Accumulated Depreciation | 17,957 | 17,715 | ||
Equipment, Locomotives [Member] | ||||
Property, Plant and Equipment, Cost | 9,221 | 9,166 | ||
Property, Plant and Equipment, Net | 5,537 | 5,560 | ||
Property, Plant and Equipment, Accumulated Depreciation | $ 3,684 | $ 3,606 | ||
Property, Plant and Equipment, Useful Life (Year) | 18 years | 18 years | ||
Equipment, Freight Cars [Member] | ||||
Property, Plant and Equipment, Cost | $ 2,621 | $ 2,562 | ||
Property, Plant and Equipment, Net | 1,707 | 1,664 | ||
Property, Plant and Equipment, Accumulated Depreciation | $ 914 | $ 898 | ||
Property, Plant and Equipment, Useful Life (Year) | 23 years | 23 years | ||
Equipment, Work Equipment and Other [Member] | ||||
Property, Plant and Equipment, Cost | $ 1,278 | $ 1,253 | ||
Property, Plant and Equipment, Net | 788 | 780 | ||
Property, Plant and Equipment, Accumulated Depreciation | $ 490 | $ 473 | ||
Property, Plant and Equipment, Useful Life (Year) | 17 years | 17 years | ||
Equipment [Member] | ||||
Property, Plant and Equipment, Cost | $ 13,120 | $ 12,981 | ||
Property, Plant and Equipment, Net | 8,032 | 8,004 | ||
Property, Plant and Equipment, Accumulated Depreciation | 5,088 | 4,977 | ||
Technology Equipment [Member] | ||||
Property, Plant and Equipment, Cost | 1,274 | 1,254 | ||
Property, Plant and Equipment, Net | 752 | 729 | ||
Property, Plant and Equipment, Accumulated Depreciation | $ 522 | $ 525 | ||
Property, Plant and Equipment, Useful Life (Year) | 12 years | 12 years | ||
Construction in Progress [Member] | ||||
Property, Plant and Equipment, Cost | $ 974 | $ 948 | ||
Property, Plant and Equipment, Net | 974 | 948 | ||
Property, Plant and Equipment, Accumulated Depreciation | $ 0 | $ 0 | ||
[1]Other roadway includes grading, bridges and tunnels, signals, buildings, and other road assets. |
Note 10 - Accounts Payable an_3
Note 10 - Accounts Payable and Other Current Liabilities - Schedule of Accounts Payable and Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts payable | $ 952 | $ 784 |
Income and other taxes payable | 815 | 628 |
Compensation-related accruals | 490 | 938 |
Accrued casualty costs | 251 | 242 |
Interest payable | 246 | 379 |
Other | 419 | 431 |
Total accounts payable and other current liabilities | 3,617 | 3,842 |
Equipment [Member] | ||
Equipment rents payable | 100 | 109 |
Accounts payable and Other Current Liabilities [Member] | ||
Current operating lease liabilities | $ 344 | $ 331 |
Note 11 - Financial Instrumen_2
Note 11 - Financial Instruments (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Held-to-Maturity, Amortized Cost, before Allowance for Credit Loss, Current | $ 0 | $ 46,000 |
Debt Instrument, Fair Value Disclosure, Total | 29,500,000 | 28,100,000 |
Fair Value of Total Debt Less of Carrying Value | 4,300,000 | 5,200,000 |
Fair Value, Inputs, Level 2 [Member] | Bank Time Deposits and Government Agency Securities [Member] | ||
Debt Securities, Held-to-Maturity, Amortized Cost, before Allowance for Credit Loss, Current | $ 0 | $ 46,000 |
Note 12 - Debt (Details Textual
Note 12 - Debt (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Feb. 03, 2022 | |
Proceeds from Issuance of Commercial Paper | $ 515,000 | |||
Repayments of Commercial Paper | $ 615,000 | |||
Commercial Paper, Maturity Duration, Minimum (Year) | 14 years | |||
Commercial Paper Maturity Duration, Maximum (Year) | 88 years | |||
Commercial Paper | $ 100,000 | |||
Board of Directors Authorized Debt Issuance | $ 12,000,000 | |||
Board of Directors Remaining Debt Issuance | $ 5,600,000 | |||
Secured Debt [Member] | ||||
Long-Term Debt, Gross | 0 | $ 100,000 | ||
Commercial Paper [Member] | ||||
Debt, Weighted Average Interest Rate | 4.90% | |||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility, Remaining Borrowing Capacity | 2,000,000 | |||
Long-Term Line of Credit, Total | 0 | |||
Allowable Debt Per Debt to Net Worth Coverage Ratio as Defined Facility | 47,100,000 | |||
Outstanding Debt as Defined by Facility | 35,600,000 | |||
Cross Default Provision as Defined By Facility | $ 150,000 | |||
Line of Credit Facility, Expiration Date | May 20, 2027 |
Note 12 - Debt - Schedule of Un
Note 12 - Debt - Schedule of Unsecured Debt (Details) - Unsecured Debt [Member] $ in Billions | Mar. 31, 2023 USD ($) |
The 4.750% Notes, Due February 21, 2026 [Member] | |
Debt Instrument | $ 0.5 |
The 4.950% Notes, Due May 15, 2053 [Member] | |
Debt Instrument | $ 0.5 |
Note 13 - Commitments and Con_3
Note 13 - Commitments and Contingencies (Details Textual) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Sites Identified | 347 |
Sites Subject of Actions Taken by US Government | 32 |
Sites on Superfund National Priorities List | 20 |
Personal Injury [Member] | |
Recorded Liability Related to Asserted Claims | 93% |
Recorded Liability Related to Unasserted Claims | 7% |
Personal Injury [Member] | Minimum [Member] | |
Loss Contingency, Estimate of Possible Loss | $ 379 |
Personal Injury [Member] | Maximum [Member] | |
Loss Contingency, Estimate of Possible Loss | $ 488 |
Note 13 - Commitments and Con_4
Note 13 - Commitments and Contingencies - Personal Injury Liability Activity (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Balance, Current | $ 251 | $ 242 | |
Personal Injury [Member] | |||
Balance | 361 | $ 325 | |
Current year accruals | 27 | 23 | |
Changes in estimates for prior years | 7 | 6 | |
Payments | (16) | (22) | |
Balance | 379 | 332 | |
Balance, Current | $ 84 | $ 67 |
Note 13 - Commitments and Con_5
Note 13 - Commitments and Contingencies - Environmental Liability Activity (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Balance | $ 253 | $ 243 |
Accruals | 44 | 40 |
Payments | (26) | (15) |
Balance | 271 | 268 |
Balance, Current | $ 74 | $ 64 |
Note 14 - Share Repurchase Pr_3
Note 14 - Share Repurchase Programs (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | 36 Months Ended | ||||||
Feb. 18, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Apr. 01, 2022 | |||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased (in shares) | 150,000,000 | 150,000,000 | 100,000,000 | ||||||
Treasury Stock, Shares, Acquired (in shares) | 2,908,703 | 11,014,201 | [1] | 19,000,000 | 83,300,000 | ||||
Treasury Stock Acquired, Average Cost Per Share (in dollars per share) | [2] | $ 203.19 | $ 249.95 | [1] | |||||
Treasury Stock, Value, Acquired, Cost Method, Including Amount Paid in Excess | $ 591 | $ 3,193 | |||||||
Accelerated Share Repurchase Programs (ASRs) [Member] | |||||||||
Treasury Stock, Shares, Acquired (in shares) | 7,012,232 | 1,847,185 | 7,012,232 | ||||||
Treasury Stock Acquired, Average Cost Per Share (in dollars per share) | $ 250.99 | ||||||||
Treasury Stock, Value, Acquired, Cost Method, Including Amount Paid in Excess | $ 2,200 | ||||||||
[1]Includes 7,012,232 shares repurchased in 2022 under accelerated share repurchase programs.[2]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 $250.99. |
Note 14 - Share Repurchase Pr_4
Note 14 - Share Repurchase Programs - Schedule of Share Repurchase Programs (Details) - $ / shares | 3 Months Ended | 12 Months Ended | 36 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | [1] | Mar. 31, 2023 | Mar. 31, 2022 | ||
Treasury Stock, Number of Shares Purchased (in shares) | 2,908,703 | 11,014,201 | 19,000,000 | 83,300,000 | ||
Treasury Stock, Average Price per Share (in dollars per share) | [2] | $ 203.19 | $ 249.95 | |||
Remaining number of shares that may be repurchased under current authority (in shares) | 80,998,608 | 80,998,608 | ||||
[1]Includes 7,012,232 shares repurchased in 2022 under accelerated share repurchase programs.[2]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 $250.99. |
Note 15 - Related Parties (Deta
Note 15 - Related Parties (Details Textual) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accounts Payable, Current | $ 952 | $ 784 | |
UPRR [Member] | TTX Company [Member] | |||
Accounts Payable, Current | 68 | 68 | |
UPRR [Member] | TTX Company [Member] | Car Hire Expenses [Member] | |||
Other Expenses | $ 103 | $ 94 | |
TTX Company [Member] | UPRR [Member] | |||
Equity Method Investment, Ownership Percentage | 37.03% | ||
Equity Method Investments | $ 1,700 | $ 1,700 |