Union Pacific 2006 Annual Report Download

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Table of contents

  • Page 1
    LE@FEG8:@=@::FIGFI8K@FE)''-8EEL8CI

  • Page 2
    ...nancial measure by SEC Regulation G and Item 10 of SEC Regulation S-K. For a reconciliation to GAAP, please see Item 7 of the 2006 Annual Report on Form 10-K. (d) Union Pacific Corporation defines return on invested capital as follows: net income plus interest expense plus sale of receivables fees...

  • Page 3
    ... of our employees. Union Pacfic's Growth Strategy Our Company is growing. The records we set in 2006 created a platform to continue rewarding our shareholders in 2007 and beyond. Looking ahead, we see even greater growth opportunities. Customers need our investment in additional rail capacity so...

  • Page 4
    Increasing Customer Value Operating initiatives aimed at network simplification, technology and capital investments drove better service reliability and efficiency throughout 2006. Network fluidity, as measured by velocity, terminal dwell times and rail car inventory, improved across the board while...

  • Page 5
    ... and we're looking forward to a great future. Jim Young Chairman, President and Chief Executive Officer 3 * For reconciliations to GAAP for our 2005 income tax adjusted return on invested capital and free cash flow calculations, please refer to the Union Pacific Web site under Investor Relations.

  • Page 6
    ... & Co. Board Committees: Audit, Compensation and Benefits ExECUtIVE OFFICERS James R. Young* Chairman, President and Chief Executive Officer Union Pacific Corporation and Union Pacific Railroad Company J. Michael Hemmer Senior Vice President-Law and General Counsel Union Pacific Corporation...

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

  • Page 8
    ...TABLE OF CONTENTS UNION PACIFIC CORPORATION PART I Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Business ...Risk Factors ...Unresolved Staff Comments ...Properties ...3 6 9 9 Legal Proceedings ...10 Submission of Matters to a Vote of Security Holders ...12 Executive Officers of the Registrant...

  • Page 9
    ...-Laws, Board Committee charters, governance guidelines and policies, and codes of conduct and ethics for directors, officers, and employees are on our website. From time to time, the corporate governance materials on our website may be updated as necessary to comply with rules issued by the SEC and...

  • Page 10
    .... In addition to transporting plastics, customers also leverage UPRR's storage-in-transit yards for intermediate storage of plastic resins. Soda ash shipments originate in southwestern Wyoming and California destined primarily for glass producing markets in the East, the West, and abroad. Fertilizer...

  • Page 11
    ... availability of the locomotives that are necessary to our operations. Employees - Approximately 87% of our 50,739 full-time-equivalent employees are represented by 14 major rail unions. In January 2005, we began the current round of negotiations with the unions. Existing agreements remain in effect...

  • Page 12
    ... rates charged on certain regulated rail traffic; freight car compensation; transfer, extension, or abandonment of rail lines; and acquisition of control of rail common carriers. On January 26, 2007, the STB issued a decision limiting the manner in which U.S. railroads can calculate fuel surcharges...

  • Page 13
    ... or Work Stoppages Could Adversely Affect Our Operations as the Majority of Our Employees Belong to Labor Unions and Labor Agreements - We are a party to collective bargaining agreements with various labor unions. In January 2005, we began the current round of negotiations with the unions. Disputes...

  • Page 14
    ... our fuel surcharge programs, have a material adverse effect on our results of operations, financial condition, and liquidity. We Face Competition from Other Railroads and Other Transportation Providers - We face competition from other railroads, motor carriers and, to a lesser extent, ships, barges...

  • Page 15
    ...administer and manage our operations; dispatch centers to direct traffic on our rail network; crew quarters to house train crews along our network; and shops and other facilities for fueling, maintenance, and repair of locomotives and repair and maintenance of rail cars and other equipment. We spent...

  • Page 16
    ... or leased at year-end: Locomotives ...Freight cars: Covered hoppers ...Boxcars ...Open-top hoppers ...Gondolas ...Other ...Work equipment and other ...8,475 38,785 24,342 19,012 14,884 7,702 5,263 2005 8,226 38,553 26,770 19,950 15,037 6,433 5,041 Item 3. Legal Proceedings From time to time, the...

  • Page 17
    ... the Railroad ordering UPRR to continue remediation. The State of Illinois seeks to enjoin UPRR from further violations and a monetary penalty. The amount of the proposed penalty is uncertain. As we reported in our Annual Report on Form 10-K for 2005, the Illinois Attorney General's office filed...

  • Page 18
    ... 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), a former subsidiary of UPC. A private citizen filed the action because the federal government...

  • Page 19
    ... 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 Relations of UPC and the Railroad Vice President - Taxes of UPC and Vice President and General Tax Counsel of...

  • Page 20
    PART II Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Our common stock is traded on the NYSE under the symbol "UNP". The following table presents the dividends declared and the high and low closing prices of our common stock...

  • Page 21
    ... - The purchased shares presented below relate solely to our equity compensation plans described in note 8 to the Financial Statements and Supplementary Data, Item 8. During the first nine months of 2006, 307,867 shares of our common stock were repurchased at an average price per share of $89.21...

  • Page 22
    ... Statements and Supplementary Data, Item 8. The information below is not necessarily indicative of the results of future operations. Millions of Dollars, Except per Share Amounts, Carloads, Employee Statistics, and Ratios For the Year Ended December 31 Operating revenue [e] ...Operating income...

  • Page 23
    ... increase in average train speed. We continued implementation of an operational productivity initiative called CIMS (Customer Inventory Management System), which complements the Unified Plan by reducing the number of cars in our terminals without adding capacity. By the end of 2006, CIMS managed the...

  • Page 24
    ... $ 234 $ 215 2007 Outlook Å Safety - Operating a safe railroad benefits our employees, our customers, our shareholders, and the public. We will continue using a multi-faceted approach to safety, using technology, risk assessment, quality control, and training and education for our new and existing...

  • Page 25
    ... elevated fuel prices on most or all of our traffic. Å Capital Plan - In 2007, we expect to make capital investments of approximately $3.2 billion, which may include long-term leases. These investments will be used to maintain track and structures; continue capacity expansions on our main lines in...

  • Page 26
    ... incurred above the base fuel price for our fuel surcharge programs (currently, $0.75 per gallon). Although volume grew 1% for the year, the severe weather and maintenance and restoration on the SPRB Joint Line constrained volume growth. Other revenue increased in 2006, mainly driven by higher...

  • Page 27
    ... whole grain shipments. ARC improvement in 2005 resulted from price increases, fuel surcharges, and the positive impact of a larger percentage of carloads with longer average lengths of haul. 2006 Automotive Revenue Auto Parts 20% 2006 Agricultural Revenue Food / Refrigerated 22% Grain Products 40...

  • Page 28
    ... Utah mines declined 6% in 2006 due to mine shutdowns during the first quarter of 2006, along with the impact of mining production problems and network maintenance throughout the third quarter of 2006. Revenue growth in 2005 over 2004 reflects higher prices, fuel surcharges, and index-based contract...

  • Page 29
    ...during the first quarter of 2005 due to the January West Coast storm limited full-year revenue growth. ARC improved due to price increases, fuel surcharges, and contract escalators. International 57% Mexico Business - Each commodity group discussed above includes revenue from shipments to and from...

  • Page 30
    ... of our surcharges. Wages, benefits, and materials and supplies inflation; a larger workforce; volume-related expenses; and higher locomotive and freight car maintenance and lease expenses accounted for most of the additional increase in 2006. Settlement of all remaining insurance claims related to...

  • Page 31
    ... driving higher operating expenses were increased contract services and clean-up and restoration costs associated with the 2005 January West Coast storm. Salaries, Wages, and Employee Benefits - General wage and benefit inflation increased expenses in 2006, reflecting higher salaries and wages and...

  • Page 32
    ... 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 expenses...

  • Page 33
    ... reduced expenses associated with network inefficiencies. Higher diesel fuel prices increased sales and use taxes in 2005, which resulted in higher state and local taxes. Other contract expenses for equipment maintenance and other services increased in 2005. The 2005 January West Coast storm and...

  • Page 34
    .... Average Full-Time Equivalent Employees - Higher employee levels in 2006 and 2005 included more people to maintain our larger locomotive and freight car fleet, the addition of employees needed to complete increased track repair and replacement programs, the hiring of operations management personnel...

  • Page 35
    ... Item 10 of SEC Regulation S-K. We believe this measure is important in evaluating the efficiency and effectiveness of the Corporation's long-term capital investments, and we currently use ROIC as a performance criteria in determining certain elements of compensation for our executive officers and...

  • Page 36
    ...for income tax refunds. Cash Used in Investing Activities - An insurance settlement for the 2005 January West Coast storm and lower balances for work in process decreased the amount of cash used in investing activities in 2006. Higher capital investments and lower proceeds from asset sales partially...

  • Page 37
    ...capital investments to be approximately $3.2 billion, which may include longterm leases. These investments will be used to maintain track and structures, continue capacity expansions on our main lines in constrained corridors, remove bottlenecks, upgrade and augment equipment to better meet customer...

  • Page 38
    ... $3.5 billion. The Railroad, as lessee, entered into long-term operating lease arrangements during 2006 to finance the majority of its new equipment acquisitions. In 2006, the lessors under these lease arrangements purchased 200 locomotives and 2,100 freight cars from the Corporation through various...

  • Page 39
    ... contracts; purchase commitments for locomotives, ties, ballast, and track; 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...

  • Page 40
    ... be substantially greater than historically reported amounts. Derivative Financial Instruments - We may use derivative financial instruments in limited instances for other than trading purposes to assist in managing our overall exposure to fluctuations in interest rates and fuel prices. We are not...

  • Page 41
    ...of the hypothetical interest rates on quoted market prices and current borrowing rates. Interest Rate Cash Flow Hedges - We report changes in the fair value of cash flow hedges in accumulated other comprehensive loss until the hedged item affects earnings. At December 31, 2006, we had a reduction of...

  • Page 42
    .... We are currently assessing the impact FAS 157 may have on our Consolidated Financial Statements. In September 2006, the FASB issued Statement No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans (FAS 158). FAS 158 required us to recognize the funded status of...

  • Page 43
    ... Financial Statements may be material. Asbestos - We are a defendant in a number of lawsuits in which current and former employees allege exposure to asbestos. During 2004, we engaged a third party with extensive experience in estimating resolution costs for asbestos-related claims to assist us...

  • Page 44
    ... and probable estimates. The amounts recorded for asbestos-related liabilities and related insurance recoveries were based on currently known facts. However, future events, such as the number of new claims to be filed each year, average settlement costs, and insurance coverage issues could cause the...

  • Page 45
    ...- The railroad industry is capital intensive. Properties are carried at cost. Provisions for depreciation are computed principally on the straight-line method based on estimated service lives of depreciable property. The lives are calculated using a separate composite annual percentage rate for each...

  • Page 46
    ... are based on the following factors: • Discount rate is based on a hypothetical portfolio of high quality corporate bonds (rated AA by a recognized rating agency) for which the timing and amount of cash flows matches our plan's expected benefit payments. Expected return on plan assets is based on...

  • Page 47
    ... regarding the effectiveness of steps taken or to be taken to improve operations, service, infrastructure improvements, transportation plan modifications, and management of customer traffic on the system to meet demand; expectations as to cost savings, revenue growth, and earnings; the time by which...

  • Page 48
    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, 2006, 2005, and 2004 ...Consolidated Statements of Financial Position At ...

  • Page 49
    ... financial statements, in 2006 the Corporation adopted Statement of Financial Accounting Standard No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United...

  • Page 50
    CONSOLIDATED STATEMENTS OF INCOME Union Pacific Corporation and Subsidiary Companies Millions, Except Per Share Amounts, for the Years Ended December 31, Operating revenue ...Operating expenses: Salaries, wages, and employee benefits ...Fuel and utilities ...Equipment and other rents ...Depreciation...

  • Page 51
    ... 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 assets ...Investments...

  • Page 52
    ...Deferred income taxes ...Stock-based compensation expense ...Net gain from asset sales ...Other operating activities, net ...Changes in current assets and liabilities, net ...Cash provided by operating activities ...Investing Activities Capital investments ...Proceeds from asset sales ...Acquisition...

  • Page 53
    ... STATEMENTS OF CHANGES IN COMMON SHAREHOLDERS' EQUITY Union Pacific Corporation and Subsidiary Companies Accumulated Other Comp Income/(Loss) Defined Foreign Benefit Curr. FAS Plans Trans. 133 Millions of Dollars Thousands of Shares Balance at Jan. 1, 2004 ...Comprehensive income/(loss): Net income...

  • Page 54
    ...loss is recognized in other income for all other property upon disposition because the gain or loss is not part of rail operations. The cost of internally developed software is capitalized and amortized over a five-year period. Impairment of Long-lived Assets - We review long-lived assets, including...

  • Page 55
    ... all options granted under those plans had a grant price equal to the market value of our common stock on the date of grant. Stock-based compensation expense related to retention shares, stock units, and other incentive plans was reflected in net income. The following table details the effect on net...

  • Page 56
    ... with pensions and postretirement health benefits. In order to measure the expense associated with these benefits, we must make various assumptions including discount rates used to value certain liabilities, expected return on plan assets used to fund these expenses, salary increases, employee...

  • Page 57
    ..., and/or forward contracts to mitigate the risk of adverse movements in interest rates and fuel prices; however, the use of these derivative financial instruments may limit future benefits from favorable price movements. Market and Credit Risk - We address market risk related to derivative financial...

  • Page 58
    ...) in pre-tax income ...2006 $(8) 3 $(5) 2005 $5 $5 2004 $24 14 $38 Fair Value of Debt Instruments - The fair value of our short- and long-term debt was estimated using quoted market prices, where available, or current borrowing rates. At December 31, 2006 and 2005, the fair value of total debt...

  • Page 59
    ... commitment availability. The 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 2006, the sale of receivables program was renewed for an additional 364-day period...

  • Page 60
    ...Net current deferred income tax asset ...Property ...State taxes, net ...Other ...Net long-term deferred income tax liability ...Net deferred income tax liability ...2006 ...have a material adverse effect on our Consolidated Financial Statements. As reported in the Corporation's Forms 10-Q for the ...

  • Page 61
    ... 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 pursuant to the underlying indentures for the MPRR mortgage bonds, UPRR must maintain the same value of assets after the merger in order...

  • Page 62
    ... at any time. 6. Leases We lease certain locomotives, freight cars, and other property. Future minimum lease payments for operating and capital leases with initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2006 were as follows: Operating Leases $ 624 546...

  • Page 63
    ... life insurance benefits for eligible retirees. These benefits are funded as medical claims and life insurance premiums are paid. New Accounting Standard We adopted FASB Statement No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans (FAS 158), at the end of 2006...

  • Page 64
    ... ...Actual return on plan assets ...Voluntary funded pension plan contributions ...Non-qualified plan benefit payments ...Gross benefits paid ...Fair value of plan assets at end of year ...Funded status at end of year ...Unrecognized net actuarial losses ...Unrecognized prior service cost (credit...

  • Page 65
    ...-average actuarial assumptions used to determine benefit obligations at December 31: Pension Percentages Discount rate ...Salary increase ...2006 6.00% 3.00 2005 5.75% 2.75 2004 6.00% 3.00 2006 6.00% N/A OPEB 2005 5.75% N/A 2004 6.00% N/A The following table presents assumed health care cost...

  • Page 66
    ... The discount rate is based on a hypothetical portfolio of high quality corporate bonds with cash flows matching our plans' expected benefit payments. The expected return on plan assets is based on our asset allocation mix and our historical return, taking into account current and expected market...

  • Page 67
    ...December 31, 2006, our qualified pension plans were fully funded. No required contributions are expected in 2007. The OPEB plans are not funded and are not subject to any minimum regulatory funding requirements. Benefit payments for each year represent claims paid for medical and life insurance, and...

  • Page 68
    ... the 1992 Restricted Stock Plan for Non-Employee Directors of Union Pacific Corporation. We no longer grant options or awards of 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 on April...

  • Page 69
    ...common stock were authorized and available for grant at December 31, 2006, 2005, and 2004, respectively. Stock Options - We estimate the fair value of our stock option awards using the Black-Scholes option pricing model. Groups of employees and non-employee directors that have similar historical and...

  • Page 70
    .... This reload feature allowed executives to exercise their options using shares of Union Pacific Corporation common stock that they already owned and obtain a new grant of options with immediate vesting in the amount of the shares used for exercise plus any shares withheld for tax purposes. The...

  • Page 71
    ... a new long-term plan (LTP). Under the LTP, selected employees were awarded stock units subject to continued employment through January 2009 and the attainment of certain levels of return on invested capital (ROIC) as defined in the LTP. We will expense the fair value (grant-date stock price) of...

  • Page 72
    ... on estimates of the ultimate cost and number of incidents each year. We use third-party actuaries to assist us in measuring the expense and liability, including unasserted claims. Compensation for work-related accidents is governed by the Federal Employers' Liability Act (FELA). Under FELA, damages...

  • Page 73
    ... and probable estimates. The amounts recorded for asbestos-related liabilities and related insurance recoveries were based on currently known facts. However, future events, such as the number of new claims to be filed each year, average settlement costs, and insurance coverage issues, could cause...

  • Page 74
    ...will have a material adverse effect on our Consolidated Financial Statements. 11. Other Income Other income included the following for the years ended December 31: Millions of Dollars Rental income ...Net gain on non-operating asset dispositions ...Interest income ...Sale of receivables fees ...Non...

  • Page 75
    ... 157 is effective for us beginning in the first quarter of 2008. We are currently assessing the impact FAS 157 may have on our Consolidated Financial Statements. In September 2006, the FASB issued FAS 158. FAS 158 required us to recognize the funded status of our pension and postretirement plans in...

  • Page 76
    ... Quarterly Data (Unaudited) Millions of Dollars, Except Per Share Amounts 2006 Operating revenue ...Operating income ...Net income ...Net income per share Basic ...Diluted ...2005 Operating revenue ...Operating income ...Net income ...Net income per share Basic ...Diluted ...Mar. 31 $3,710 605 311...

  • Page 77
    ... Corporation's management, including the Corporation's Chief Executive Officer (CEO) and Executive Vice President - Finance and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures pursuant to Exchange Act Rules 13a...

  • Page 78
    MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of Union Pacific Corporation and Subsidiary Companies (the Corporation) is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15...

  • Page 79
    ...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 80
    Item 9B. Other Information None. 74

  • Page 81
    ... the Code on our website. Item 11. Executive Compensation Information concerning compensation received by our directors and our named executive officers is presented in the Compensation Discussion and Analysis, Summary Compensation Table, Grants of Plan-Based Awards in Fiscal Year 2006, Outstanding...

  • Page 82
    ... Owners and Management segment of the Proxy Statement and is incorporated herein by reference. The following table summarizes the equity compensation plans under which Union Pacific Corporation common stock may be issued as of December 31, 2006. Number of securities remaining available for future...

  • Page 83
    ... they are not applicable or 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 beginning on page 80. The exhibits include management contracts...

  • Page 84
    ..., on this 23rd day of February, 2007. UNION PACIFIC CORPORATION By /s/ James R. Young James R. Young, Chairman, 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 23rd day of February, 2007...

  • Page 85
    SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS Union Pacific Corporation and Subsidiary Companies Millions of ... ...Accrued casualty costs are presented in the Consolidated Statements of Financial Position as follows: Current ...Long-term ...Balance, end of period ...2006 2005 2004 $ 126 $ 107 $ 101 ...

  • Page 86
    Union Pacific Corporation Exhibit Index Exhibit No. Description Filed with this Statement 3(a) 10(a) 10(b) 10(c) 10(d) 10(e) 10(f) 12 21 By-Laws of UPC, as amended, effective October 1, 2006. Form of 2007 Long Term Plan Stock Unit Agreement. UPC 2000 Directors Stock Plan, as amended November 16, ...

  • Page 87
    ...UP Holding Company, Inc., Union Pacific Merger Co. and Southern Pacific Rail Corporation (SP) is incorporated herein by reference to Annex J to the Joint Proxy Statement/Prospectus included in Post-Effective Amendment No. 2 to UPC's Registration Statement on Form S-4 (No. 33-64707). Agreement, dated...

  • Page 88
    ..., 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 89
    ... Pension Plan for Officers and Managers of UPC and Affiliates, as amended December 21, 2005, is incorporated herein by reference to Exhibit 10(f) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2005. Executive Incentive Plan (2005) - Deferred Compensation Program...

  • Page 90
    ... TO FIXED CHARGES Union Pacific Corporation and Subsidiary Companies Millions of Dollars, Except for Ratios Earnings: Net income ...Equity earnings net of distributions ...Total earnings ...Income taxes ...Fixed charges: Interest expense including amortization of debt discount ...Portion of rentals...

  • Page 91
    Exhibit 21 SIGNIFICANT SUBSIDIARIES OF UNION PACIFIC CORPORATION Name of Corporation Union Pacific Railroad Company ...Southern Pacific Rail Corporation ...State of Incorporation Delaware Utah 85

  • Page 92
    ...Defined Benefit Pension and Other Postretirement Plans) 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, 2006. Omaha, Nebraska...

  • Page 93
    ...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 94
    Exhibit 31(a) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER I, James R. Young, certify that: 1. 2. I have reviewed this annual report on Form 10-K of Union Pacific Corporation; Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact ...

  • Page 95
    Exhibit 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Robert M. Knight, Jr., certify that: 1. 2. I have reviewed this annual report on Form 10-K of Union Pacific Corporation; Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material...

  • Page 96
    ... 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 Chairman, President and Chief Executive Officer Union Pacific Corporation February 23, 2007 A signed original of this written statement...

  • Page 97
    ... Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. By: /s/ Robert M. Knight, Jr. Robert M. Knight, Jr. Executive Vice President - Finance and Chief Financial Officer Union Pacific Corporation February 23, 2007 A signed original...

  • Page 98
    ..., Board Committee charters, governance guidelines and policies, and codes of conduct and ethics for directors, officers and employees), news releases, investor fact books and other general information about Union Pacific are available on our Web site. From time to time, the corporate governance...

  • Page 99

  • Page 100
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