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Union Pacific Reports Fourth Quarter and Full Year 2022 Results

January 24, 2023 7:45 AM
  • Fourth quarter earnings per diluted share of $2.67
  • Fourth quarter operating revenue up 8%
  • Full year earnings per diluted share of $11.21
  • Full year operating income up 6%

OMAHA, Neb., Jan. 24, 2023 /PRNewswire/ -- Union Pacific Corporation (NYSE: UNP) today reported 2022 fourth quarter net income of $1.6 billion, or $2.67 per diluted share. This compares to 2021 fourth quarter net income of $1.7 billion, or $2.66 per diluted share.

Reported net income for full year 2022 was $7.0 billion, or $11.21 per diluted share. These full year results compare to full year 2021 net income of $6.5 billion, or $9.95 per diluted share.

"In the fourth quarter, we grew carloads as we continued to face challenges hiring craft professionals in critical locations and experienced the impact of extreme winter weather on our network in December," said Lance Fritz, Union Pacific chairman, president, and chief executive officer. "As a result, revenue growth was more than offset by elevated operating expenses from operational inefficiencies and a higher inflationary environment. For the full year, we made good progress on employee safety, and we took another step toward our sustainability goals as our fuel consumption rate improved for the fourth consecutive year. Looking to 2023, we expect continued improvements in network fluidity to support business development, generating volume growth that exceeds industrial production. We also expect network improvements to help us recapture lost productivity while providing customers with reliable service."

Fourth Quarter Summary

Financial Results: Revenue Growth Offset by Higher Expenses Associated with Inflation and Network Recovery; Fourth Quarter Record for Operating RevenueFourth Quarter 2022 Compared to Fourth Quarter 2021

  • Operating revenue of $6.2 billion was up 8% driven by higher fuel surcharge revenue, core pricing gains, and volume growth, partially offset by a negative business mix.
  • Business volumes, as measured by total revenue carloads, were up 1%.
  • Union Pacific's 61.0% operating ratio deteriorated 360 basis points. Falling fuel prices late in the quarter positively impacted the operating ratio by 20 basis points.
  • Operating income of $2.4 billion declined 1%.
  • The company repurchased 3.5 million shares in fourth quarter 2022 at an aggregate cost of $0.7 billion.

Operating Performance: Service and Efficiency Measures Impacted by Network Congestion and Winter Weather; Fourth Quarter Record for Fuel Consumption RateFourth Quarter 2022 Compared to Fourth Quarter 2021

  • Quarterly freight car velocity was 191 daily miles per car, a 3% decline.
  • Quarterly locomotive productivity was 123 gross ton-miles (GTMs) per horsepower day, a 5% decline.
  • Average maximum train length decreased 1% to 9,191 feet.
  • Quarterly workforce productivity decreased 3% to 1,010 car miles per employee.
  • Fuel consumption rate of 1.064, measured in gallons of fuel per thousand GTMs, improved 2%.

2022 Full Year Summary

Financial Results: Fuel Surcharge, Core Pricing Gains, and Volume Drive Revenue Growth; Records for Operating Revenue, Operating Income, Net Income, and Earnings Per ShareFull Year 2022 Compared to Full Year 2021

  • Operating revenue of $24.9 billion was up 14% driven by higher fuel surcharge revenue, core pricing gains, and volume growth.
  • Business volumes, as measured by total revenue carloads, grew 2%.
  • Union Pacific's 60.1% reported operating ratio deteriorated 290 basis points. Higher fuel prices negatively impacted the operating ratio by 20 basis points and the prior period adjustment related to new labor agreements added 30 basis points to operating ratio.
  • Operating Income of $9.9 billion was up 6%.
  • Union Pacific's 2022 capital program totaled $3.4 billion.
  • The company repurchased 27.1 million shares in 2022 at an aggregate cost of $6.3 billion.

Operating Performance: Network Operations Impacted by Crew Availability and Operational Inefficiencies; Record for Fuel Consumption RateFull Year 2022 Compared to Full Year 2021

  • Union Pacific's reportable personal injury rate improved 18% to 0.80 per 200,000 employee-hours compared to 0.98 for full year 2021.
  • Freight car velocity was 191 daily miles per car, a 6% decline.
  • Locomotive productivity was 125 GTMs per horsepower day, a 6% decline.
  • Average maximum train length of 9,329 feet was flat.
  • Workforce productivity of 1,036 car miles per employee was flat.
  • Fuel consumption rate of 1.078, measured in gallons of fuel per thousand GTMs, improved 1%.

2023 Guidance

  • Full year carloads to exceed Industrial Production
    • Current Industrial Production forecast: -0.5%
  • Full year operating ratio improvement
  • Pricing dollars in excess of inflation dollars
  • Capital Allocation:
    • Capital spending less than 15% of revenue
      • Capital plan of $3.6 billion
    • Long term dividend payout target of ~45% of earnings
    • Excess cash to share repurchases

Fourth Quarter 2022 Earnings Conference Call

Union Pacific will webcast its fourth quarter 2022 earnings release presentation live at www.up.com/investor and via teleconference on Tuesday, January 24, 2023, at 8:45 a.m. Eastern Time. Participants may join the conference call by dialing 877-407-8293 (or for international participants, 201-689-8349).

ABOUT UNION PACIFIC

Union Pacific (NYSE: UNP) delivers the goods families and businesses use every day with safe, reliable, and efficient service. Operating in 23 western states, the company connects its customers and communities to the global economy. Trains are the most environmentally responsible way to move freight, helping Union Pacific protect future generations. More information about Union Pacific is available at www.up.com.

Supplemental financial information is attached.

This news release and related materials contain statements about the Company's future that are not statements of historical fact, including specifically the statements regarding the Company's expectations with respect to economic conditions and demand levels, its ability to improve network performance (including those in response to increased traffic), its results of operations, and potential impacts of the COVID-19 pandemic and the Russian-Ukraine conflict. These statements are, or will be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of 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 risk factors, 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. Information regarding risk factors and other cautionary information are available in the Company's Annual Report on Form 10-K for 2021, which was filed with the SEC on February 4, 2022. The Company updates information regarding risk factors if circumstances require such updates in its periodic reports on Form 10-Q and its subsequent Annual Reports on Form 10-K (or such other reports that may be filed with the SEC).

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. References to our website are provided for convenience and, therefore, information on or available through the website is not, and should not be deemed to be, incorporated by reference herein.

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Income (unaudited)

Millions, Except Per Share Amounts and

4th Quarter

Full Year

Percentages, For the Periods Ended December 31,

2022

2021

%

2022

2021

%

Operating Revenues

Freight revenues

$

5,768

$

5,297

9

%

$

23,159

$

20,244

14

%

Other revenues

412

436

(6)

1,716

1,560

10

Total operating revenues

6,180

5,733

8

24,875

21,804

14

Operating Expenses

Compensation and benefits

1,174

1,070

10

4,645

4,158

12

Fuel

853

597

43

3,439

2,049

68

Purchased services and materials

633

538

18

2,442

2,016

21

Depreciation

569

556

2

2,246

2,208

2

Equipment and other rents

238

230

3

898

859

5

Other

301

302

-

1,288

1,176

10

Total operating expenses

3,768

3,293

14

14,958

12,466

20

Operating Income

2,412

2,440

(1)

9,917

9,338

6

Other income, net

92

83

11

426

297

43

Interest expense

(333)

(295)

13

(1,271)

(1,157)

10

Income before income taxes

2,171

2,228

(3)

9,072

8,478

7

Income taxes

(533)

(517)

3

(2,074)

(1,955)

6

Net Income

$

1,638

$

1,711

(4)

$

6,998

$

6,523

7

Share and Per Share

Earnings per share - basic

$

2.67

$

2.67

-

%

$

11.24

$

9.98

13

%

Earnings per share - diluted

$

2.67

$

2.66

-

$

11.21

$

9.95

13

Weighted average number of shares - basic

612.7

640.4

(4)

622.7

653.8

(5)

Weighted average number of shares - diluted

613.7

642.1

(4)

624.0

655.4

(5)

Dividends declared per share

$

1.30

$

1.18

10

$

5.08

$

4.29

18

Operating Ratio

61.0

%

57.4

%

3.6

pts

60.1

%

57.2

%

2.9

pts

Effective Tax Rate

24.6

%

23.2

%

1.4

22.9

%

23.1

%

(0.2)

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Freight Revenues Statistics (unaudited)

4th Quarter

Full Year

For the Periods Ended December 31,

2022

2021

%

2022

2021

%

Freight Revenues (Millions)

Grain & grain products

$

974

$

889

10

%

$

3,598

$

3,181

13

%

Fertilizer

171

176

(3)

712

697

2

Food & refrigerated

265

259

2

1,093

998

10

Coal & renewables

523

485

8

2,134

1,780

20

Bulk

1,933

1,809

7

7,537

6,656

13

Industrial chemicals & plastics

502

507

(1)

2,158

1,943

11

Metals & minerals

548

481

14

2,196

1,811

21

Forest products

325

351

(7)

1,465

1,357

8

Energy & specialized markets

624

558

12

2,386

2,212

8

Industrial

1,999

1,897

5

8,205

7,323

12

Automotive

594

469

27

2,257

1,761

28

Intermodal

1,242

1,122

11

5,160

4,504

15

Premium

1,836

1,591

15

7,417

6,265

18

Total

$

5,768

$

5,297

9

%

$

23,159

$

20,244

14

%

Revenue Carloads (Thousands)

Grain & grain products

208

213

(2)

%

798

805

(1)

%

Fertilizer

41

48

(15)

190

201

(5)

Food & refrigerated

44

48

(8)

187

189

(1)

Coal & renewables

215

215

-

885

819

8

Bulk

508

524

(3)

2,060

2,014

2

Industrial chemicals & plastics

151

157

(4)

637

606

5

Metals & minerals

196

181

8

785

697

13

Forest products

52

63

(17)

241

250

(4)

Energy & specialized markets

140

137

2

552

559

(1)

Industrial

539

538

-

2,215

2,112

5

Automotive

198

182

9

778

701

11

Intermodal [a]

743

728

2

3,116

3,211

(3)

Premium

941

910

3

3,894

3,912

-

Total

1,988

1,972

1

%

8,169

8,038

2

%

Average Revenue per Car

Grain & grain products

$

4,681

$

4,187

12

%

$

4,509

$

3,953

14

%

Fertilizer

4,167

3,705

12

3,749

3,470

8

Food & refrigerated

5,957

5,409

10

5,844

5,279

11

Coal & renewables

2,431

2,251

8

2,410

2,173

11

Bulk

3,799

3,457

10

3,658

3,305

11

Industrial chemicals & plastics

3,335

3,242

3

3,388

3,207

6

Metals & minerals

2,790

2,659

5

2,797

2,598

8

Forest products

6,264

5,521

13

6,092

5,424

12

Energy & specialized markets

4,459

4,054

10

4,320

3,956

9

Industrial

3,711

3,522

5

3,704

3,467

7

Automotive

3,007

2,576

17

2,902

2,511

16

Intermodal [a]

1,672

1,541

9

1,656

1,403

18

Premium

1,953

1,748

12

1,905

1,601

19

Average

$

2,902

$

2,686

8

%

$

2,835

$

2,519

13

%

[a]

For intermodal shipments each container or trailer equals one carload.

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Financial Position (unaudited)

Dec. 31,

Dec. 31,

Millions, Except Percentages

2022

2021

Assets

Cash and cash equivalents

$

973

$

960

Short-term investments

46

46

Other current assets

2,933

2,545

Investments

2,375

2,241

Properties, net

56,038

54,871

Operating lease assets

1,672

1,787

Other assets

1,412

1,075

Total assets

$

65,449

$

63,525

Liabilities and Common Shareholders' Equity

Debt due within one year

$

1,678

$

2,166

Other current liabilities

3,842

3,578

Debt due after one year

31,648

27,563

Operating lease liabilities

1,300

1,429

Deferred income taxes

13,033

12,675

Other long-term liabilities

1,785

1,953

Total liabilities

53,286

49,364

Total common shareholders' equity

12,163

14,161

Total liabilities and common shareholders' equity

$

65,449

$

63,525

Return on Average Common Shareholders' Equity

53.2

%

41.9

%

Return on Invested Capital as Adjusted (ROIC)*

17.3

%

16.4

%

*

ROIC is a non-GAAP measure; however, management believes that it is an important measure in evaluating the efficiency and effectiveness of our long-term capital investments. See page 9 for a reconciliation to GAAP.

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Cash Flows (unaudited)

Millions,

Full Year

For the Periods Ended December 31,

2022

2021

Operating Activities

Net income

$

6,998

$

6,523

Depreciation

2,246

2,208

Deferred and other income taxes

262

154

Other - net

(144)

147

Cash provided by operating activities

9,362

9,032

Investing Activities

Capital investments*

(3,620)

(2,936)

Maturities of short-term investments

46

94

Purchases of short-term investments

(46)

(70)

Other - net

149

203

Cash used in investing activities

(3,471)

(2,709)

Financing Activities

Share repurchase programs

(6,282)

(7,291)

Debt issued

6,080

4,201

Dividends paid

(3,159)

(2,800)

Debt repaid

(2,291)

(1,299)

Net issuance of commercial paper

(205)

325

Debt exchange

-

(270)

Other - net

(30)

(24)

Cash used in financing activities

(5,887)

(7,158)

Net Change in Cash, Cash Equivalents, and Restricted Cash

4

(835)

Cash, cash equivalents, and restricted cash at beginning of year

983

1,818

Cash, cash equivalents, and restricted cash at end of year

$

987

$

983

Free Cash Flow**

Cash provided by operating activities

$

9,362

$

9,032

Cash used in investing activities

(3,471)

(2,709)

Dividends paid

(3,159)

(2,800)

Free cash flow

$

2,732

$

3,523

*

Capital investments include locomotive and freight car early lease buyouts of $70 million in 2022 and $34 million in 2021.

**

Free cash flow is a non-GAAP measure; however, we believe this measure is important to management and investors in evaluating our financial performance and measures our ability to generate cash without additional external financing.

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Operating and Performance Statistics (unaudited)

4th Quarter

Full Year

For the Periods Ended December 31,

2022

2021

%

2022

2021

%

Operating/Performance Statistics

Freight car velocity (daily miles per car)*

191

197

(3)

%

191

203

(6)

%

Average train speed (miles per hour)*

23.8

24.2

(2)

23.8

24.6

(3)

Average terminal dwell time (hours)*

24.5

24.4

-

24.4

23.7

3

Locomotive productivity (GTMs per horsepower day)

123

129

(5)

125

133

(6)

Gross ton-miles (GTMs) (millions)

208,949

209,970

-

843,443

817,919

3

Train length (feet)

9,191

9,319

(1)

9,329

9,334

-

Intermodal car trip plan compliance (%)**

73

78

(5)

pts

67

73

(6)

pts

Manifest/Automotive car trip plan compliance (%)**

58

58

-

pts

59

63

(4)

pts

Workforce productivity (car miles per employee)

1,010

1,046

(3)

1,036

1,038

-

Total employees (average)

31,120

29,989

4

30,717

29,905

3

Locomotive Fuel Statistics

Average fuel price per gallon consumed

$

3.70

$

2.53

46

%

$

3.65

$

2.23

64

%

Fuel consumed in gallons (millions)

222

228

(3)

909

888

2

Fuel consumption rate***

1.064

1.088

(2)

1.078

1.086

(1)

Revenue Ton-Miles (Millions)

Grain & grain products

20,683

21,656

(4)

%

79,725

79,520

-

%

Fertilizer

2,701

3,185

(15)

11,769

12,387

(5)

Food & refrigerated

4,576

4,651

(2)

17,965

18,475

(3)

Coal & renewables

21,847

22,795

(4)

91,824

85,586

7

Bulk

49,807

52,287

(5)

201,283

195,968

3

Industrial chemicals & plastics

6,626

7,257

(9)

29,572

30,048

(2)

Metals & minerals

9,367

8,611

9

37,827

32,993

15

Forest products

5,546

6,458

(14)

25,438

25,863

(2)

Energy & specialized markets

9,575

9,420

2

37,068

37,902

(2)

Industrial

31,114

31,746

(2)

129,905

126,806

2

Automotive

4,384

3,830

14

17,018

14,879

14

Intermodal

17,622

16,977

4

72,546

73,620

(1)

Premium

22,006

20,807

6

89,564

88,499

1

Total

102,927

104,840

(2)

%

420,752

411,273

2

%

*

Surface Transportation Board (STB) reported performance measures.

**

Methodology used to report is not comparable with the reporting to the STB under docket number EP 770.

***

Fuel consumption is computed as follows: gallons of fuel consumed divided by gross ton-miles in thousands.

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Income (unaudited)

Millions,

2022

Except Per Share Amounts and Percentages,

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Full Year

Operating Revenues

Freight revenues

$

5,440

$

5,842

$

6,109

$

5,768

$

23,159

Other revenues

420

427

457

412

1,716

Total operating revenues

5,860

6,269

6,566

6,180

24,875

Operating Expenses

Compensation and benefits

1,101

1,092

1,278

1,174

4,645

Fuel

714

940

932

853

3,439

Purchased services and materials

561

622

626

633

2,442

Depreciation

555

559

563

569

2,246

Equipment and other rents

215

230

215

238

898

Other

337

331

319

301

1,288

Total operating expenses

3,483

3,774

3,933

3,768

14,958

Operating Income

2,377

2,495

2,633

2,412

9,917

Other income, net

47

163

124

92

426

Interest expense

(307)

(316)

(315)

(333)

(1,271)

Income before income taxes

2,117

2,342

2,442

2,171

9,072

Income taxes

(487)

(507)

(547)

(533)

(2,074)

Net Income

$

1,630

$

1,835

$

1,895

$

1,638

$

6,998

Share and Per Share

Earnings per share - basic

$

2.58

$

2.93

$

3.05

$

2.67

$

11.24

Earnings per share - diluted

$

2.57

$

2.93

$

3.05

$

2.67

$

11.21

Weighted average number of shares - basic

632.2

625.6

620.4

612.7

622.7

Weighted average number of shares - diluted

633.6

626.8

621.5

613.7

624.0

Dividends declared per share

$

1.18

$

1.30

$

1.30

$

1.30

$

5.08

Operating Ratio

59.4

%

60.2

%

59.9

%

61.0

%

60.1

%

Effective Tax Rate

23.0

%

21.6

%

22.4

%

24.6

%

22.9

%

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Freight Revenues Statistics (unaudited)

2022

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Full Year

Freight Revenues (Millions)

Grain & grain products

$

877

$

867

$

880

$

974

$

3,598

Fertilizer

180

183

178

171

712

Food & refrigerated

267

271

290

265

1,093

Coal & renewables

508

492

611

523

2,134

Bulk

1,832

1,813

1,959

1,933

7,537

Industrial chemicals & plastics

520

557

579

502

2,158

Metals & minerals

485

562

601

548

2,196

Forest products

364

386

390

325

1,465

Energy & specialized markets

552

586

624

624

2,386

Industrial

1,921

2,091

2,194

1,999

8,205

Automotive

501

561

601

594

2,257

Intermodal

1,186

1,377

1,355

1,242

5,160

Premium

1,687

1,938

1,956

1,836

7,417

Total

$

5,440

$

5,842

$

6,109

5,768

23,159

Revenue Carloads (Thousands)

Grain & grain products

205

195

190

208

798

Fertilizer

45

53

51

41

190

Food & refrigerated

47

48

48

44

187

Coal & renewables

225

202

243

215

885

Bulk

522

498

532

508

2,060

Industrial chemicals & plastics

160

161

165

151

637

Metals & minerals

182

205

202

196

785

Forest products

64

63

62

52

241

Energy & specialized markets

131

141

140

140

552

Industrial

537

570

569

539

2,215

Automotive

190

192

198

198

778

Intermodal [a]

757

805

811

743

3,116

Premium

947

997

1,009

941

3,894

Total

2,006

2,065

2,110

1,988

8,169

Average Revenue per Car

Grain & grain products

$

4,269

$

4,451

$

4,641

$

4,681

$

4,509

Fertilizer

4,016

3,437

3,504

4,167

3,749

Food & refrigerated

5,637

5,770

6,017

5,957

5,844

Coal & renewables

2,262

2,426

2,514

2,431

2,410

Bulk

3,508

3,642

3,685

3,799

3,658

Industrial chemicals & plastics

3,247

3,455

3,508

3,335

3,388

Metals & minerals

2,660

2,755

2,969

2,790

2,797

Forest products

5,672

6,128

6,347

6,264

6,092

Energy & specialized markets

4,219

4,161

4,434

4,459

4,320

Industrial

3,574

3,674

3,852

3,711

3,704

Automotive

2,640

2,919

3,030

3,007

2,902

Intermodal [a]

1,566

1,711

1,672

1,672

1,656

Premium

1,782

1,943

1,939

1,953

1,905

Average

$

2,711

$

2,830

$

2,895

$

2,902

$

2,835

[a]

For intermodal shipments each container or trailer equals one carload.

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Non-GAAP Measures Reconciliation to GAAP

Adjusted Debt / Adjusted EBITDA*

Millions, Except Ratios

Dec 31,

Dec 31,

For the Twelve Months Ended

2022

2021

Net income

$

6,998

$

6,523

Add:

Income tax expense

2,074

1,955

Depreciation

2,246

2,208

Interest expense

1,271

1,157

EBITDA

$

12,589

$

11,843

Adjustments:

Other income, net

(426)

(297)

Interest on operating lease liabilities**

54

56

Adjusted EBITDA

$

12,217

$

11,602

Debt

$

33,326

$

29,729

Operating lease liabilities

1,631

1,759

Unfunded pension and OPEB, net of tax cost of $0 and $0 [a]

-

-

Adjusted debt

$

34,957

$

31,488

Adjusted debt / adjusted EBITDA

2.9

2.7

Comparable Adjusted Debt / Adjusted EBITDA*

Dec 31,

Dec 31,

2022

2021

Adjusted debt / Adjusted EBITDA

2.9

2.7

Factors Affecting Comparability:

Labor accrual adjustment [b]

(0.1)

N/A

Comparable adjusted debt / adjusted EBITDA*

2.8

2.7

[a]

Prior periods were recast to conform to the current year presentation, which removes the impact of pension and OPEB when the net amount represents a funded amount.

[b]

Adjustments remove the impact of $69 million from net income and $23 million from income tax expense for the year ended December 31, 2022. See page 10 for a reconciliation to GAAP.

*

Total debt plus operating lease liabilities plus after-tax unfunded pension and other postretirement benefit (OPEB) liabilities divided by net income plus income tax expense, depreciation, amortization, interest expense, and adjustments for other income and interest on operating lease liabilities. Adjusted debt to adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, and adjustments for other income and interest on operating lease liabilities) and comparable adjusted debt to adjusted EBITDA are 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 these measures are 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 and comparable adjusted debt to adjusted EBITDA should be considered in addition to, rather than as a substitute for, net income. The tables above provide a reconciliation from net income to adjusted EBITDA, debt to adjusted debt, and adjusted debt to adjusted EBITDA to comparable adjusted debt to adjusted EBITDA. At December 31, 2022 and 2021, the incremental borrowing rate on operating lease liabilities was 3.3% and 3.2%, respectively.

**

Represents the hypothetical interest expense we would incur (using the incremental borrowing rate) if the property under our operating leases were owned or accounted for as finance leases.

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Non-GAAP Measures Reconciliation to GAAP

Return on Average Common Shareholders' Equity

Millions, Except Percentages

2022

2021

Net income

$

6,998

$

6,523

Average equity

$

13,162

$

15,560

Return on average common shareholders' equity

53.2

%

41.9

%

Return on Invested Capital as Adjusted (ROIC)*

Millions, Except Percentages

2022

2021

Net income

$

6,998

$

6,523

Interest expense

1,271

1,157

Interest on average operating lease liabilities

56

54

Taxes on interest

(304)

(280)

Net operating profit after taxes as adjusted

$

8,021

$

7,454

Average equity

$

13,162

$

15,560

Average debt

31,528

28,229

Average operating lease liabilities

1,695

1,682

Average invested capital as adjusted

$

46,385

$

45,471

Return on invested capital as adjusted

17.3

%

16.4

%

Comparable Return on Invested Capital as Adjusted (Comparable ROIC)*

2022

2021

Return on invested capital as adjusted

17.3

%

16.4

%

Factors Affecting Comparability:

Labor accrual adjustment [a]

0.1

N/A

Comparable return on invested capital as adjusted

17.4

%

16.4

%

[a]

Adjustments remove the impact of $69 million from both net income for the year ended and shareholders' equity as of December 31, 2022. See page 10 for a reconciliation to GAAP.

*

ROIC and comparable ROIC are considered non-GAAP financial measures 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 these measures are important to management and investors in evaluating the efficiency and effectiveness of our long-term capital investments. In addition, we currently use ROIC as a performance criterion in determining certain elements of equity compensation for our executives. ROIC and comparable ROIC should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP. The most comparable GAAP measure is return on average common shareholders' equity. The tables above provide reconciliations from return on average common shareholders' equity to ROIC and comparable ROIC. At December 31, 2022 and 2021, the incremental borrowing rate on operating lease liabilities was 3.3% and 3.2%, respectively.

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIESNon-GAAP Measures Reconciliation to GAAP

Financial Performance*

Reported results

Labor accrual

Adjusted results

Millions, Except Per Share Amounts and Percentages

(GAAP)

adjustment

(non-GAAP)

For the Twelve Months Ended December 31, 2022

Compensation and benefits expense

$

4,645

$

(92)

$

4,553

Operating expense

14,958

(92)

14,866

Operating income

9,917

92

10,009

Income taxes

(2,074)

(23)

(2,097)

Net income

6,998

69

7,067

Diluted EPS

11.21

0.12

11.33

Operating ratio

60.1

%

(0.3)

pts

59.8

%

As of December 31, 2022

Shareholders' equity

$

12,163

$

69

$

12,232

*

The above table reconciles our results for the twelve months ended and as of December 31, 2022, to adjust results that exclude the impact of certain items identified as affecting comparability. We use adjusted compensation and benefits expense, adjusted operating expense, adjusted operating income, adjusted income taxes, adjusted net income, adjusted diluted earnings per share (EPS), adjusted operating ratio, and adjusted shareholders' equity, as applicable, among other measures, to evaluate our actual operating performance. We believe these non-GAAP financial measures provide valuable information regarding earnings and business trends by excluding specific items that we believe are not indicative of our ongoing operating results of our business, providing a useful way for investors to make a comparison of our performance over time and against other companies in our industry. Since these are not measures of performance calculated in accordance with GAAP, they should be considered in addition to, rather than as a substitute for, compensation and benefits expense, operating expense, operating income, income taxes, net income, diluted EPS, operating ratio, and shareholders' equity as indicators of operating performance.

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