Union Pacific 2005 Annual Report Download

Download and view the complete annual report

Please find the complete 2005 Union Pacific annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 100

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100

Union Pacific corPoration 2005 annual report
1400 Douglas Street Omaha, Nebraska 68179 www.up.com

Table of contents

  • Page 1
    Union Pacific corPoration 2005 annual report

  • Page 2
    ... Effect of Accounting Change, Net of Taxes Net Income Dividends Declared Per Share Capital Expenditures (b) Operating Cash Flow Free Cash Flow (c) at Year-end Total Assets Total Debt Common Shareholders' Equity Equity Per Common Share (d) financial ratios (%) Operating Margin Operating Ratio Lease...

  • Page 3
    ... terminal dwell times, improved 6 percent during 2005. The decline in average rail car inventories in 2005 and increased carloads also were indicators of greater operating efficiency. We delivered improved financial performance this year against the backdrop of adverse weather and rising fuel prices...

  • Page 4
    ... it out to major terminals in Las Vegas, Los Angeles, San Antonio and Houston, covering 40 percent of daily industry switching. In 2006, we plan to implement CIMS in additional terminals, including Salt Lake City, Roseville, Portland, Seattle, Fort Worth, Kansas City and Little Rock. Velocity was...

  • Page 5
    ... the succession plan we began a few years ago. As of January 1, Jim Young took on the added responsibilities of president and chief executive officer of the Corporation while I remain chairman of the board. Jim was elected to the Union Pacific board in February 2005. These changes ensure an orderly...

  • Page 6
    ... Finance James R. Young* President and Chief Executive Officer Union Pacific Corporation and Union Pacific Railroad Company Thomas J. Donohue President and Chief Executive Officer U.S. Chamber of Commerce Board Committees: Executive, Compensation and Benefits (Chair), Corporate Governance and...

  • Page 7
    ...6075 UNION PACIFIC CORPORATION (Exact name of registrant as specified in its charter) UTAH (State or other jurisdiction of incorporation or organization) 13-2626465 (I.R.S. Employer Identification No.) 1400 DOUGLAS STREET, OMAHA, NEBRASKA (Address of principal executive offices) 68179 (Zip Code...

  • Page 8
    ... and Procedures ...Management's Annual Report on Internal Control Over Financial Reporting ...Report of Independent Registered Public Accounting Firm ...Item 9B. Item 10. Item 11. Item 12. Item 13. Item 14. Item 15. Other Information ...PART III Directors and Executive Officers of the Registrant...

  • Page 9
    PART I Item 1. Business GENERAL Union Pacific Corporation operates primarily as a rail transportation provider through Union Pacific Railroad Company, its principal operating company. The largest railroad in North America, Union Pacific Railroad Company, serves 23 states across the western two-...

  • Page 10
    ..., Item 6; Management's Discussion and Analysis of Financial Condition and Results of Operations, Item 7; and the Financial Statements and Supplementary Data, Item 8. Continuing Operations - UPRR is a Class I railroad operating in the United States. We have 32,426 route miles, linking Pacific Coast...

  • Page 11
    .... We maintain adequate resources to meet our daily cash requirements, and we have sufficient financial capacity to satisfy our current liabilities. Competition - We are subject to competition from other railroads, motor carriers, and barge operators. Our main rail competitor is Burlington Northern...

  • Page 12
    ... unions generally take place over an extended period of time, and we rarely experience work stoppages during negotiations. The current agreements provide for periodic cost of living wage increases until new agreements are reached. Discontinued Operations - In November 2003, we completed the sale...

  • Page 13
    ... effect on us. Governments may change the legislative or regulatory frameworks within which we operate without providing us with any recourse for any adverse effects on our business. Economic re-regulation of the rail industry would negatively impact our ability to determine prices for rail services...

  • Page 14
    ..., a disruption of oil imports, or other causes, higher fuel prices could, despite our fuel surcharge programs, have a material adverse effect on our results of operations, financial condition, and liquidity. The Majority of Our Employees Belong to Labor Unions, and Labor Agreements, Strikes, or Work...

  • Page 15
    ... and other freight; rail yards for train-building, switching, storage-in-transit (the temporary storage of customer goods in rail cars prior to shipment) and other activities; offices to administer and manage our operations; dispatch centers to direct traffic on our rail network; crew quarters to...

  • Page 16
    ...year end: Locomotives ...Freight cars: Covered hoppers ...Boxcars ...Open-top hoppers ...Gondolas ...Other ...Work equipment and other ...8,226 38,553 16,505 19,950 15,037 16,698 5,041 661 312 4,690 Item 3. Legal Proceedings Environmental Matters As we reported in our Annual Report on Form 10-K for...

  • Page 17
    ... for each day that fuel was in the affected waterway, which could exceed $100,000. As we reported in our Annual Report on Form 10-K for 2003, the District Attorneys of Merced, Madera, and Stanislaus Counties in California filed a criminal case against the Railroad relating to a series of alleged...

  • Page 18
    ... of California against, among other parties, the City of Long Beach, City of Long Beach Harbor Department, Port of Long Beach (the Port), Union Pacific Corporation, Union Pacific Railroad Company, and Union Pacific Resources Company, also known as Union Pacific Resources Group Inc. (Resources...

  • Page 19
    ... Planning of UPC and the Railroad Senior Vice President - Law and General Counsel of UPC and the Railroad Senior Vice President - Human Resources and Secretary of UPC and the Railroad Senior Vice President and Chief Information Officer of UPC and the Railroad Senior Vice President - Corporate...

  • Page 20
    ...Davidson was Chairman, President, and Chief Executive Officer of UPC and Chairman and Chief Executive Officer of the Railroad. (2) Mr. Young was elected to his current position effective January 1, 2006. He was elected President and Chief Operating Officer of the Railroad, effective February 1, 2004...

  • Page 21
    ... Average Price Paid per Share $71.66 75.90 80.08 $76.51 Total Number of Shares Maximum Number of Purchased as Part of a Shares That May Yet Publicly Announced Be Purchased Under Plan or Program the Plan or Program N/A N/A N/A N/A N/A N/A N/A N/A Period Oct. 1 through Oct. 31 Employee transactions...

  • Page 22
    ...related claims. [c] Net income and total assets include the effects of the acquisitions of Motor Cargo as of November 30, 2002, and reflect the disposition of all of our trucking interests in 2003. See Item 8, note 13 regarding the reclassification of our trucking segment as a discontinued operation...

  • Page 23
    ... average terminal dwell time, a 2.5% improvement in car utilization, and a 2.4% decrease in the fuel consumption rate. Additionally, we piloted an operational productivity initiative called CIMS (Customer Inventory Management System). CIMS complements the Unified Plan by reducing the number of cars...

  • Page 24
    ... main lines in this region. These major corridors serve as the primary connection to the East and South from the western part of our system. Average train speed and average terminal dwell time for October deteriorated 1 mph and 4%, respectively, from September levels. Å Fuel Prices - Fuel prices...

  • Page 25
    ..., and develop and implement new technologies. Major capital projects in 2006 include expanding double track on the Sunset Corridor; continuing enhancements on the SPRB Joint Line; improving the freight car terminal infrastructure in San Antonio, Dallas/Fort Worth, and Houston; and continuing...

  • Page 26
    ... commodity groups. Fuel surcharges, price increases, and indexbased contract escalators, which are formulas in our shipping contracts that correlate price adjustments to certain economic indexes, all contributed to higher average revenue per car (ARC). In 2005, our fuel surcharge programs generated...

  • Page 27
    The following tables summarize the year-over-year changes in commodity revenue, revenue carloads, and average revenue per car by commodity type. % Change % Change 2003 2005 v 2004 2004 v 2003 $ 1,578 1,216 1,589 2,412 2,180 2,066 $11,041 18% 3 8 7 17 10 11% 6% 2 8 11 8 6% Commodity Revenue in ...

  • Page 28
    Agricultural - Price increases and fuel surcharges increased agricultural commodity revenue in 2005. Total carloads did not increase from 2004. Carloads of grain products increased during 2005 as we shipped more dry feed ingredients to Mexico and more corn to ethanol producers. Higher demand for ...

  • Page 29
    ... Rita, the Kansas washouts, and temporary outages at mines in Colorado and Utah during the fourth quarter. ARC was higher due to price increases, higher fuel surcharges, and indexbased contract escalators. In 2004, overall volume dropped slightly compared to record levels set in 2003; however...

  • Page 30
    ... due to price increases, fuel surcharges, and index-based contract escalators. Overall economic conditions and an increase in imports from the Far East improved revenue in 2004. Fuel surcharges and price increases contributed to ARC growth. Mexico Business - Each commodity group discussed above...

  • Page 31
    Operating Expenses % Change % Change 2005 v 2004 2004 v 2003 5% 41 2 6 12 (41) 3 8% 7% 35 13 4 18 67 19 16% Millions of Dollars Salaries, wages, and employee benefits ...Fuel and utilities ...Equipment and other rents ...Depreciation ...Materials and supplies ...Casualty costs ...Purchased services...

  • Page 32
    ...The STB mandates protected rates for employees adversely affected by a merger, and collective bargaining agreements with our labor unions also establish these rates. Finally, a smaller non-transportation workforce yielded cost savings during the year. Fuel and Utilities % Change % Change 2005 v 2004...

  • Page 33
    ... the costs of services purchased from outside contractors, state and local taxes, net costs of operating facilities jointly used by UPRR and other railroads, transportation and lodging for train crew employees, trucking and contracting costs for intermodal containers, leased automobile maintenance...

  • Page 34
    ... American Association of Railroads, including carloads, average daily inventory of rail cars on our system, average train speed, and average terminal dwell time. This operating data is available on our website at www.up.com/investors/reports/index.shtml. Operating Statistics % Change % Change 2005...

  • Page 35
    .... Average Full-Time Equivalent Employees - The 2005 increase includes the addition of employees needed to complete increased track repair and replacement programs, more train crew personnel both to handle the increased demand and to improve service, and the hiring of operations management personnel...

  • Page 36
    ... operating results or financial condition due to internal or external factors could negatively impact our ability to utilize commercial paper as a source of liquidity. Liquidity through the capital markets is also dependent on our financial stability. At December 31, 2005 and 2004, we had a working...

  • Page 37
    ... equipment to better meet customer needs, build and improve facilities and terminals, and develop and implement new technologies. We expect to fund our 2006 cash capital expenditures through cash generated from operations, the sale or lease of various operating and non-operating properties, and cash...

  • Page 38
    ... the end of the lease term. On July 8, 2005, the Railroad completed the acquisition of its partner's interest in Bay Pacific Financial L.L.C., a joint venture established to assist in the acquisition of containers and chassis for use by the Railroad in intermodal service, for a purchase price of $51...

  • Page 39
    ...; and agreements to purchase other goods and services. [d] Includes estimated other postretirement, medical, and life insurance payments and payments made under the unfunded pension plan for the next ten years. No amounts are included for funded pension as no contributions are currently required...

  • Page 40
    ... limits future benefits from favorable movements. The purpose of these programs is to protect our operating margins and overall profitability from adverse fuel price changes or interest rate fluctuations. Market and Credit Risk - We address market risk related to derivative financial instruments by...

  • Page 41
    ... illustrate the economic effect that hypothetical changes in interest rates could have on our results of operations and financial condition. These hypothetical changes do not consider other factors that could impact actual results. Interest Rate Fair Value Hedges - We manage our overall exposure...

  • Page 42
    ... actual number of awards to vest will differ from the estimate. The estimate does not materially impact our calculation of compensation expense. In March 2005, the FASB issued FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations - an interpretation of FASB Statement No...

  • Page 43
    ... currently participating in the investigation and remediation of various sites. We do not expect that any known lawsuits, claims, environmental costs, commitments, contingent liabilities, or guarantees will have a material adverse effect on our consolidated financial condition, results of operations...

  • Page 44
    ...Act (FELA) governs compensation for work-related accidents. Under FELA, damages are assessed based on a finding of fault through litigation or out-of-court settlements. We offer a comprehensive variety of services and rehabilitation programs for employees who are injured at work. Annual expenses for...

  • Page 45
    ... a report on depreciation studies and proposed depreciation rates every three years for equipment property and every six years for road property to the STB for review and approval. The cost (net of salvage) of depreciable railroad property retired or replaced in the ordinary course of business is...

  • Page 46
    ...pension and defined contribution medical and life insurance benefits (OPEB) to eligible employees. In order to use actuarial methods to value the liabilities and expenses we must make several assumptions. The critical assumptions used to measure pension obligations and expenses are the discount rate...

  • Page 47
    estimates, or forecasts as to our business, financial and operational results, future economic performance, and general economic conditions; statements of management's goals and objectives; proposed new products and services; estimates of costs relating to environmental remediation and restoration; ...

  • Page 48
    ... to other forwardlooking statements. Item 7A. Quantitative and Qualitative Disclosures about Market Risk Information concerning market risk sensitive instruments is set forth under Management's Discussion and Analysis of Financial Condition and Results of Operations - Other Matters, Item 7 42

  • Page 49
    Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm ...Consolidated Statements of Income For the Years Ended December 31, 2005, 2004, and 2003 ...Consolidated Statements of Financial Position At ...

  • Page 50
    ... Pacific Corporation, its Directors, and Shareholders: We have audited the accompanying consolidated statements of financial position of Union Pacific Corporation and Subsidiary Companies (the Corporation) as of December 31, 2005 and 2004, and the related consolidated statements of income, changes...

  • Page 51
    CONSOLIDATED STATEMENTS OF INCOME Union Pacific Corporation and Subsidiary Companies Millions, Except Per Share Amounts, for the Years Ended December 31, Operating revenues ...Operating expenses: Salaries, wages, and employee benefits ...Fuel and utilities ...Equipment and other rents ......

  • Page 52
    ...STATEMENTS OF FINANCIAL POSITION Union Pacific Corporation and Subsidiary Companies Millions of Dollars, as of December 31, Assets Current assets: Cash and cash equivalents ...Accounts receivable, net ...Materials and supplies ...Current deferred income taxes ...Other current assets ...Total current...

  • Page 53
    ... Union Pacific Corporation and Subsidiary Companies Millions of Dollars, for the Years Ended December 31, Operating Activities Net income ...Adjustments to reconcile net income to net cash provided by operating activities: Income from discontinued operations ...Cumulative effect of accounting change...

  • Page 54
    CONSOLIDATED STATEMENTS OF CHANGES IN COMMON SHAREHOLDERS' EQUITY Union Pacific Corporation and Subsidiary Companies Accumulated Other Comprehensive Income/(Loss) Minimum Foreign Pension Currency Common Treasury Common Paid-in- Retained Treasury Liability Trans. Derivative Shares Shares Shares ...

  • Page 55
    ... value of expected future cash flows discounted at the applicable U.S. Treasury rate, London Interbank Offered Rates (LIBOR), or swap spread. We periodically use derivative financial instruments, for other than trading purposes, to manage risk related to changes in fuel prices and interest rates. 49

  • Page 56
    ...of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. No stock-based employee compensation expense related to stock option grants is reflected in net income, as all options granted under those plans had a grant price equal to the market...

  • Page 57
    ... asbestos-related claims is not discounted to present value due to the uncertainty surrounding the timing of future payments. Legal fees are expensed as incurred. Differences in Securities and Exchange Commission (SEC) and Surface Transportation Board (STB) Accounting - STB accounting rules require...

  • Page 58
    ... benefits from favorable movements. The purpose of these programs is to assist in protecting our operating margins and overall profitability from adverse fuel price changes or interest rate fluctuations. Market and Credit Risk - We address market risk related to derivative financial instruments...

  • Page 59
    ... to retire the debt instruments prior to final maturity, with the payment of fixed call premiums, or in certain cases, at par. Sale of Receivables - The Railroad transfers most of its accounts receivable to Union Pacific Receivables, Inc. (UPRI), a bankruptcy-remote subsidiary, as part of a sale of...

  • Page 60
    ...investors have no recourse to the Railroad's other assets except for customary warranty and indemnity claims. Creditors of the Railroad have no recourse to the assets of UPRI. In August 2005, the sale of receivables program was renewed for an additional 364-day period without any significant changes...

  • Page 61
    ... been resolved. Interest calculations for these years are in process and may take several years to resolve with the Internal Revenue Service (IRS). The IRS has begun its examination of the Corporation's federal income tax returns for tax years 2003 and 2004, and has completed its examinations and...

  • Page 62
    ..., serves as collateral for capital leases and other types of equipment obligations in accordance with the secured financing arrangements utilized to acquire such railroad equipment. As a result of the merger of Missouri Pacific Railroad Company (MPRR) with and into UPRR on January 1, 1997, and...

  • Page 63
    ...-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. Other Postretirement Benefits (OPEB) - We provide defined contribution medical and life insurance benefits for eligible...

  • Page 64
    ... OPEB liabilities is not affected by salary increases. Changes in our projected benefit obligation are as follows for the years ended December 31: Pension Millions of Dollars Projected benefit obligation at beginning of year ...Service cost ...Interest cost ...Plan amendments ...Actuarial loss (gain...

  • Page 65
    ...assumptions used to determine benefit obligations at December 31: Pension Percentages Discount rate ...Salary increase ...Healthcare cost trend rate: Current ...Level in 2010 ...Expense Both pension and OPEB expense are determined based upon the annual service cost of benefits (the actuarial cost of...

  • Page 66
    ... our historical return, taking into account current and expected market conditions. The actual return on pension plan assets, net of fees, was approximately 7% in 2005, compared to 12% in 2004. Our historical annualized ten-year rate of return on plan assets is approximately 9%. Assumed healthcare...

  • Page 67
    ... required by the Employee Retirement Income Security Act of 1974, as amended, and not more than the maximum amount deductible for tax purposes. We do not currently have minimum funding requirements under applicable employee benefit and tax laws. All contributions made to the funded pension plans...

  • Page 68
    ...index fund holdings. Other Retirement Programs Thrift Plan - We provide a defined contribution plan (thrift plan) to eligible non-union employees and make matching contributions to the thrift plan. We match 50 cents for each dollar contributed by employees up to the first six percent of compensation...

  • Page 69
    ... Stock Plan for Non-Employee Directors of Union Pacific Corporation. We no longer grant options or awards of restricted stock or retention shares and units under these plans. The UP Shares Stock Option Plan of Union Pacific Corporation (UP Shares Plan) was approved by our Board of Directors...

  • Page 70
    ... is annual return on invested capital (ROIC), calculated by the Compensation and Benefits Committee of the Board of Directors, which may be adjusted to reflect the effect of special transactions or events such as significant gains on the sale of real estate, tax adjustments, accounting changes or...

  • Page 71
    .... These awards are subject to forfeiture if employment terminates during the prescribed retention period, generally three or four years. Restricted stock awards are issued to non-employee directors and are subject to forfeiture if certain service requirements are not met. During the year ended...

  • Page 72
    ... from discontinued operations ...Cumulative effect of accounting change ...Net income available to common shareholders - basic ...Dilutive effect of interest associated with the Convertible Preferred Securities ...Net income available to common shareholders - diluted ...Weighted-average number of...

  • Page 73
    ... in 2004 due to a 1998 crossing accident verdict upheld in 2004 and a 2004 derailment near San Antonio. Asbestos - We are a defendant in a number of lawsuits in which current and former employees allege exposure to asbestos. Additionally, we have received claims for asbestos exposure that have not...

  • Page 74
    ...be liable for remediation costs associated with alleged contamination or for violations of environmental requirements. This includes 43 sites that are the subject of actions taken by the U.S. government, 23 of which are currently on the Superfund National Priorities List. Certain federal legislation...

  • Page 75
    ... costs. Estimates may also vary due to changes in federal, state, and local laws governing environmental remediation. We do not expect current obligations to have a material adverse effect on our results of operations or financial condition. Guarantees - At December 31, 2005, we were contingently...

  • Page 76
    ... impact our calculation of compensation expense. In March 2005, the FASB issued FIN 47. This interpretation clarifies that the term conditional asset retirement obligations, as used in FASB Statement No. 143, refers to a legal obligation to perform an asset retirement activity in which the timing or...

  • Page 77
    ... Financial Statements. 12. Cumulative Effect of Accounting Change STB accounting rules require that railroads accrue the cost of removing track structure over the expected useful life of these assets. Railroads historically used this prescribed accounting for reports filed with both the STB and SEC...

  • Page 78
    ... Per Share Amounts 2005 Operating revenues ...Operating income ...Net income ...Net income per share Basic ...Diluted ...2004 Operating revenues ...Operating income ...Net income ...Net income per share Basic ... recognized a $154 million after-tax charge for unasserted asbestos-related claims. 72

  • Page 79
    ... and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Additionally, the CEO and CFO determined that there have been no significant changes to the Corporation's internal control over financial reporting (as defined in...

  • Page 80
    ... with respect to financial statement preparation and presentation. The Corporation's management assessed the effectiveness of the Corporation's internal control over financial reporting as of December 31, 2005. In making this assessment, it used the criteria set forth by the Committee of Sponsoring...

  • Page 81
    ...Pacific Corporation, its Directors, and Shareholders: We have audited management's assessment, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting, that Union Pacific Corporation and Subsidiary Companies (the Corporation) maintained effective internal...

  • Page 82
    Item 9B. Other Information None. 76

  • Page 83
    ... Act of 1934 is set forth in the Section 16(a) Beneficial Ownership Reporting Compliance segment of the Proxy Statement and is incorporated herein by reference. (d) Code of Ethics for Chief Executive Officer and Senior Financial Officers of Registrant. The Board of Directors of UPC has adopted...

  • Page 84
    ... is set forth in the Audit Committee Report segment of the Proxy Statement and is incorporated herein by reference. Information concerning our Audit Committee's policies and procedures pertaining to pre-approval of audit and non-audit services rendered by our independent registered public accounting...

  • Page 85
    ... not required or the information required to be set forth therein is included in the Financial Statements and Supplementary Data, Item 8, or notes thereto. (3) Exhibits Exhibits are listed in the exhibit index on page 82. The exhibits include management contracts, compensatory plans and arrangements...

  • Page 86
    ... authorized, on this 24th day of February, 2006. UNION PACIFIC CORPORATION By /s/ James R. Young James R. Young President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, on this 24th day of February, 2006...

  • Page 87
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Union Pacific Corporation and Subsidiary Companies Millions of Dollars, for the Years Ended December 31, 2005 2004 2003 Allowance for doubtful accounts: Balance, beginning of period ...$ 107 $ 101 $ 108 Charged to expense ...2 11 13 Net recoveries / (...

  • Page 88
    ... 21, 2005. The Supplemental Pension Plan for Officers and Managers of UPC and Affiliates, as amended December 21, 2005. Executive Incentive Plan (2005) - Deferred Compensation Program, dated December 21, 2005 Ratio of Earnings to Fixed Charges. List of the Corporation's significant subsidiaries and...

  • Page 89
    ...Effective Amendment No. 2 to UPC's Registration Statement on Form S-4 (No. 33-64707). Agreement, dated September 25, 1995, among UPC, UPRR, Missouri Pacific Railroad Company (MPRR), SP, Southern Pacific Transportation Company (SPT), The Denver & Rio Grande Western Railroad Company (D&RGW), St. Louis...

  • Page 90
    ..., 1995. The Executive Life Insurance Plan of UPC, as amended October 1997, is incorporated herein by reference to Exhibit 10(t) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1997. The UPC Stock Unit Grant and Deferred Compensation Plan for the Board of Directors, as...

  • Page 91
    ... Union Pacific Corporation and Subsidiary Companies Millions of Dollars, Except for Ratios Earnings: Income from continuing operations ...Equity earnings net of distributions ...Total earnings ...Income taxes ...Fixed charges: Interest expense including amortization of debt discount ...Portion...

  • Page 92
    Exhibit 21 SIGNIFICANT SUBSIDIARIES OF UNION PACIFIC CORPORATION Name of Corporation Union Pacific Railroad Company ...Southern Pacific Rail Corporation ...State of Incorporation Delaware Utah 86

  • Page 93
    ... for asset retirement obligations in 2003) and management's report on the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of Union Pacific Corporation and Subsidiary Companies for the year ended December 31, 2005. Omaha, Nebraska February 22...

  • Page 94
    ...the undersigned directors of Union Pacific Corporation, a Utah corporation (the "Company"), do hereby appoint each of James R. Young, Barbara W. Schaefer, and Thomas E. Whitaker his or her true and lawful attorney-in-fact and agent, to sign on his or her behalf the Company's Annual Report on Form 10...

  • Page 95
    ... information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 24, 2006 /s/ James R. Young 3. 4. James R. Young President and Chief Executive Officer...

  • Page 96
    ... and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the...

  • Page 97
    ... the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. By: /s/ James R. Young James R. Young President and Chief Executive Officer Union Pacific Corporation February 24, 2006 A signed original of this written statement required by...

  • Page 98
    ... address above, or you may contact Computershare online at www.computershare.com. STOCk LISTING ANNUAL MEETING OF SHAREHOLDERS New York Stock Exchange (NYSE) Ticker Symbol: UNP May 4, 2006 Little America Hotel 500 South Main Street Salt Lake City, UT INFORMATION SOURCES The contact for media...

  • Page 99
    ... Little Rock Pine Bluff GEO ALABAMA MISSISSIPPI Tucson Nogales El El Paso Paso Ft.Worth Dallas LOUISIANA TEXAS FLORIDA Livonia Houston MEXICO Presidio San Antonio Eagle Pass New Orleans Laredo Brownsville Union Pacific Railroad Union Pacific via Haulage or Trackage Rights Mexico Rail...

  • Page 100
    1400 Douglas Street Omaha, Nebraska 68179 www.up.com