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UNION PACIFIC CORPORATION
2007 ANNUAL REPORT

Table of contents

  • Page 1
    UNION PACIFIC CORPORATION 2007 ANNUAL REPORT

  • Page 2

  • Page 3
    ... is a new switch locomotive that reduces emissions as much as 80 percent and is at least 15 percent more fuel efficient. The men and women of Union Pacific are the driving force behind our success as a company. They are prepared to handle the challenges ahead as we recruit, train and develop one of...

  • Page 4
    ... Chief Executive Officer Union Pacific Corporation and Union Pacific Railroad Company Michael W. McConnell General Partner Brown Brothers Harriman & Co. Board Committees: Audit, Compensation and Benefits SENIOR MANAGEMENT James R. Young Chairman, President and Chief Executive Officer Union Pacific...

  • Page 5
    ... File Number 1-6075 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.) (Address of principal executive offices) 1400 DOUGLAS STREET, OMAHA, NEBRASKA...

  • Page 6
    ...Management's Annual Report on Internal Control Over Financial Reporting...Report of Independent Registered Public Accounting Firm...PART III Directors, Executive Officers, and Corporate Governance ...Executive Compensation...Security Ownership of Certain Beneficial Owners and Management and Related...

  • Page 7
    ...SEC's Internet site at www.sec.gov. Additionally, our corporate governance materials, including By-Laws, Board Committee charters, governance guidelines and policies, and codes of conduct and ethics for directors, officers, and employees are available on our website. From time to time, the corporate...

  • Page 8
    ... 32,205 route miles, linking Pacific Coast and Gulf Coast ports with the Midwest and eastern United States gateways and providing several corridors to key Mexican gateways. We serve the western two-thirds of the country and maintain coordinated schedules with other rail carriers to move freight to...

  • Page 9
    ... - We are subject to competition from other railroads, motor carriers, ship and barge operators, and pipelines. Our main rail competitor is Burlington Northern Santa Fe Corporation. Its rail subsidiary, BNSF Railway Company (BNSF), operates parallel routes in many of our main traffic corridors. In...

  • Page 10
    ... 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 11
    ... operations, financial condition, and liquidity. Additionally, one or more consolidations of Class I railroads could lead to increased regulation of the rail industry. We May Be Affected by General Economic Conditions - Prolonged negative changes in domestic and global economic conditions affecting...

  • Page 12
    .... The Availability of Qualified Personnel Could Adversely Affect Our Operations - Changes in demographics, training requirements, and the availability of qualified personnel could negatively affect our ability to meet demand for rail service. Unpredictable increases in demand for rail services and...

  • Page 13
    ... fuel prices could, despite 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, ships...

  • Page 14
    ... utilizing our sale of receivables program and significantly increase the costs associated with issuing both commercial paper and long-term debt. We Are Dependent on Two Key Domestic Suppliers of Locomotives - Due to the capital intensive nature and sophistication of locomotive equipment, potential...

  • Page 15
    ...000 Top 10 Classification Yards North Platte, Nebraska...North Little Rock, Arkansas...Proviso (Chicago), Illinois ...Roseville, California...Englewood (Houston), Texas ...West Colton, California ...Livonia, Louisiana ...Pine Bluff, Arkansas...Fort Worth, Texas...Neff (Kansas City), Missouri... 11

  • Page 16
    Top 10 Intermodal Terminals ICTF (Los Angeles), California...Marion (Memphis), Tennessee...East Los Angeles, California...Global II (Chicago), Illinois ...Global I (Chicago), Illinois ...Dallas, Texas ...Seattle, Washington...Yard Center (Chicago), Illinois...Oakland, California ...Englewood (...

  • Page 17
    ... 2006 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 18
    ... 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 2003, the United States Attorney for the Central District of California notified the Railroad that the office intended...

  • Page 19
    ... proceedings. Additionally, the Attorney General of a state outside our service area issued a grand jury subpoena to us requesting documents pertaining to our fuel surcharge program. We met with representatives of this Attorney General's office, and we plan to have additional meetings in the future...

  • Page 20
    ... and General Counsel of UPC and the Railroad Senior Vice President - Human Resources and Secretary of UPC and the Railroad Vice President and Controller of UPC and Chief Accounting Officer and Controller of the Railroad Executive Vice President - Operations of the Railroad Executive Vice President...

  • Page 21
    ...restriction in Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources, Item 7. We do not believe the restriction on retained earnings will affect our ability to pay dividends, and we currently expect to pay dividends in 2008 comparable...

  • Page 22
    ... share of $112.68. The following table presents common stock repurchases during each month for the fourth quarter of 2007: Total Number Average Total Number of Shares Purchased as Part of a Price of Shares Publicly Announced Purchased Paid per Plan or Program Share [a] 99,782 $128.78 540,294 124.70...

  • Page 23
    .... [b] 2004 operating income and net income includes a $247 million pre-tax ($154 million after-tax) charge for unasserted asbestos-related claims. [c] Net income and total assets include the effects of the disposition of all of our trucking interests in 2003. [d] Includes fuel surcharge revenue of...

  • Page 24
    ... work events, improving asset utilization, and expanding capacity were key drivers of our operational improvement. We reduced average terminal dwell time by 8%, improved car utilization by 7%, and increased average train speed by 2% with ongoing enhancements to our Unified Plan (an ongoing program...

  • Page 25
    ...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, utilizing technology, risk assessment, quality control, and training for, and engaging with our employees. We plan to implement Total...

  • Page 26
    ...) and average revenue per car (ARC). ARC varies with changes in price, commodity mix, and fuel surcharges. Other revenue consists primarily of revenue earned by our subsidiaries, revenue from our commuter rail operations, and accessorial revenue, which we earn when customers retain equipment owned...

  • Page 27
    ...as the basis for calculating fuel surcharges, and they use the On-Highway Diesel Price index - published by the Energy Information Administration - for purposes of determining fuel costs. The new programs affect fuel surcharges assessed for certain shipments of agricultural, chemical, and industrial...

  • Page 28
    ... business acquired in the middle of 2006, and our new intermodal train service between Mexico and Michigan. Price increases, volume growth, and fuel surcharges increased automotive commodity revenue in 2006 over 2005. Shipments of finished vehicles grew as higher manufacturer inventories at the end...

  • Page 29
    ... the SPRB, which closed several rail lines and reduced volume levels. Shipments from the Colorado and Utah mines were down 1% due to lower mine production, predominately in the fourth quarter of 2007. Price increases, fuel surcharges, and index-based contract escalators primarily drove the increases...

  • Page 30
    ... general market uncertainty resulted in lower lumber shipments. Delays of rail expansion projects, customer production problems, unfavorable weather, and the ongoing impact of a weak residential construction market reduced stone shipments during the year. Price increases and fuel surcharges improved...

  • Page 31
    ... of the increase. Our fuel surcharge programs helped offset these expenses in the form of higher revenue. 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...

  • Page 32
    ...we pay for freight cars owned by other railroads or private companies; freight car, intermodal, and locomotive leases; other specialty equipment leases; and office and other rentals. Fewer shipments of industrial products, combined with improved car-cycle times, which reflect operational improvement...

  • Page 33
    ... crew transportation and lodging costs, increased in 2006 driven by 3% growth in carloads. Higher state and local taxes (primarily sales and use taxes related to higher diesel fuel prices) also increased expenses in 2006 compared to 2005. Conversely, lower locomotive contract maintenance costs...

  • Page 34
    ... more people to maintain our larger locomotive and freight car fleet, more employees needed for increased track repair and maintenance programs, more operations management personnel (including an expanded management training program), and more train and engine personnel to meet demand levels. 30

  • Page 35
    ... equity...$15,448 Return on average common shareholders' equity ...Return on Invested Capital as Adjusted (ROIC) Millions of Dollars, Except Percentages Net income...Add: Interest expense ...Add: Sale of receivables fees ...Add: Interest on present value of operating leases...Less: Taxes on interest...

  • Page 36
    ... this measure is important to management and investors in evaluating the total amount of leverage in our capital structure, including off-balance sheet lease obligations, which we generally incur in connection with financing the acquisition of locomotives and freight cars and certain facilities. We...

  • Page 37
    ... network and terminal capacity; $490 million to upgrade our locomotive and freight car fleet, including the acquisition of 175 high-horsepower locomotives and new covered hoppers; and $170 million primarily to upgrade information technology systems, including the testing of positive train control...

  • Page 38
    ... net worth covenants that were more restrictive with respect to the amount of retained earnings available for dividends at December 31, 2006. Share Repurchase Program - On January 30, 2007, our Board of Directors authorized the repurchase of up to 20 million shares of Union Pacific Corporation...

  • Page 39
    ...debt securities at any time. Operating Lease Activities During 2007, the Railroad, as lessee, entered into long-term operating lease arrangements covering 259 locomotives and 150 rail cars, with a total equipment cost of approximately $538 million. In total, these new lease arrangements will provide...

  • Page 40
    ... include locomotive maintenance 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...

  • Page 41
    ... asset replacement costs for capital-intensive companies. As a result, assuming that we replace all operating assets at current price levels, depreciation charges (on an inflation-adjusted basis) would be substantially greater than historically reported amounts. Derivative Financial Instruments - We...

  • Page 42
    ... to Financial Accounting Standards Board (FASB) Statement No. 133, Accounting for Derivative Instruments and Hedging Activities; therefore, we do not record any ineffectiveness within our Consolidated Financial Statements. Interest Rate Cash Flow Hedges - We report changes in the fair value of...

  • Page 43
    ... in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. This statement does not require any new fair value measurements; rather, it applies under other accounting pronouncements that require or permit fair value measurements. The provisions...

  • Page 44
    ...the impact of our operations on the environment, including investments in new technologies, using training programs to reduce fuel consumption, and changing our operations to increase fuel efficiency. CRITICAL ACCOUNTING POLICIES Our Consolidated Financial Statements have been prepared in accordance...

  • Page 45
    ...asbestos-related claims and insurance recoveries are reasonable and probable. 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...

  • Page 46
    ...Employers' Liability 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...

  • Page 47
    ... 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 based on estimated service lives of the software. Significant capital spending in recent years increased the total value of our...

  • Page 48
    ... 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 and expected rate of return...

  • Page 49
    ... performance, and general economic conditions; proposed new products and services; estimates of costs relating to environmental remediation and restoration; expectations that claims, litigation, environmental costs, commitments, contingent liabilities, labor negotiations or agreements, or other...

  • Page 50
    Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm...47 Consolidated Statements of Income For the Years Ended December 31, 2007, 2006, and 2005 ...48 Consolidated Statements of Financial ...

  • Page 51
    ... Accounting Standards 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 States), the Corporation's internal control over financial reporting...

  • Page 52
    ... revenue ...$16,283 Operating expenses: Salaries, wages, and employee benefits ...Fuel and utilities...Equipment and other rents ...Depreciation...Materials and supplies ...Casualty costs ...Purchased services and other costs ...Total operating expenses...Operating income...Other income ...Interest...

  • Page 53
    CONSOLIDATED STATEMENTS OF FINANCIAL POSITION Union Pacific Corporation and Subsidiary Companies Millions of Dollars, as of December 31, 2007 Assets Current assets: Cash and cash equivalents ...$ 878 Accounts receivable, net...632 Materials and supplies...453 Current deferred income taxes ...336 ...

  • Page 54
    ... and unrecognized tax benefits...332 Stock-based compensation expense ...44 Net gain from asset sales ...(52) Other operating activities, net ...(251) Changes in current assets and liabilities, net...28 Cash provided by operating activities ...3,277 Investing Activities Capital investments ...(2,496...

  • Page 55
    CONSOLIDATED STATEMENTS OF CHANGES IN COMMON SHAREHOLDERS' EQUITY Union Pacific Corporation and Subsidiary Companies Accumulated Other Comprehensive Common Treasury Common Paid-in- Retained Treasury Income/(Loss) Shares Shares Shares Surplus Earnings Stock (note 13) (15,175) $689 104 6,011 (9,164) $...

  • Page 56
    ...and its subsidiaries, including Union Pacific Railroad Company, which will be separately referred to herein as "UPRR" or the "Railroad". 1. Significant Accounting Policies Principles of Consolidation - The Consolidated Financial Statements include the accounts of Union Pacific Corporation and all of...

  • Page 57
    ... principles 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 was reflected in net income, as all options granted under those plans had a grant price equal...

  • Page 58
    ...the fair value method under FASB Statement No. 123, Accounting for Stock-Based Compensation. Pro Forma Stock-Based Compensation Expense Millions of Dollars, Except Per Share Amounts Net income, as reported ...Stock-based employee compensation expense, reported in net income, net of tax...Total stock...

  • Page 59
    ... route miles, linking Pacific Coast and Gulf Coast ports with the Midwest and eastern United States gateways and providing several corridors to key Mexican gateways. We serve the western two-thirds of the country and maintain coordinated schedules with other rail carriers for the handling of freight...

  • Page 60
    ... 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 instruments by selecting instruments...

  • Page 61
    ...fixed-rate debt securities contained call provisions that allowed us 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...

  • Page 62
    ... and is directly affected by changing business volumes and credit risks, including default and dilution. If default or dilution percentages were to increase one percentage point, the amount of eligible receivables would decrease by $6 million. Should our credit rating fall below investment...

  • Page 63
    ...measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. Unrecognized tax benefits are tax benefits claimed in our tax returns that do not meet these recognition and measurement standards. At adoption, our total liabilities for unrecognized tax...

  • Page 64
    ...in an immaterial change to unrecognized tax benefits. 5. Debt Total debt as of December 31, 2007 and 2006, net of interest rate swaps designated as hedges, is summarized below: Millions of Dollars Notes and debentures, 3.0% to 7.4% due through 2054 [a] ...Capitalized leases, 4.7% to 9.3% due through...

  • Page 65
    ... 2006 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 66
    ...therefore, we may issue additional debt securities at any time. 6. Leases We lease certain locomotives, freight cars, and other property. The Consolidated Statement of Financial Position as of December 31, 2007 and 2006 included $2,062 million, net of $887 million of amortization, and $1,982 million...

  • Page 67
    ... 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 retirees. These benefits are funded as...

  • Page 68
    ...Pre-tax amounts recognized in accumulated other comprehensive income/(loss) as of December 31, 2006 consist of: Millions of Dollars Prior service (cost)/credit ...Net actuarial loss...Total...Pension $ (24) (249) $(273) OPEB $ 161 (126) $ 35 Total $ 137 (375) $(238) Other pre-tax changes recognized...

  • Page 69
    ... service cost of benefits (the actuarial cost of benefits earned during a period) and the interest cost on those liabilities, less the expected return on plan assets. The expected long-term rate of return on plan assets is applied to a calculated value of plan assets that recognizes changes in fair...

  • Page 70
    ...2005 6.00% N/A N/A 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...

  • Page 71
    ... funded. No required contributions are expected in 2008. 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 we anticipate our 2008 OPEB payments will be made from...

  • Page 72
    ... collective bargaining agreements, we provide certain postretirement healthcare and life insurance benefits for eligible union employees. Premiums under the plans are expensed as incurred and amounted to $40 million in both 2007 and 2006, and $41 million in 2005. 8. Stock Options and Other Stock...

  • Page 73
    ....92 The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant; the dividend yield is calculated as the ratio of dividends paid per share of common stock to the stock price on the date of grant; the expected life is based on historical and expected exercise behavior...

  • Page 74
    ... and 2002 included a reload feature. 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...

  • Page 75
    ... was $38 million of total unrecognized compensation expense related to nonvested retention awards, which is expected to be recognized over a weighted-average period of 2.1 years. Performance Retention Awards - In January 2007, our Board of Directors approved performance stock unit grants. Other than...

  • Page 76
    ... unasserted claims, on a semi-annual basis. Compensation for work-related accidents is governed by the Federal Employers' Liability Act (FELA). Under FELA, damages are assessed based on a finding of fault through litigation or out-of-court settlements. As a result of improvements in our safety...

  • Page 77
    ... are reasonable and probable. 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 filed each year, average settlement costs, and insurance coverage issues, could cause the...

  • Page 78
    ... volumetric data related to many of the sites, and the speculative nature of remediation costs. Estimates of liability may vary over time due to changes in ...dollar amount to an unlimited amount, depending on the nature of the transactions and the agreements. Due to uncertainty as to whether claims ...

  • Page 79
    ...Sale of receivables fees...Non-operating environmental costs and other ...Total ...12. Share Repurchase Program On January 30, 2007, our Board of Directors authorized the repurchase of up to 20 million shares of Union Pacific Corporation common stock through the end of 2009. Management's assessments...

  • Page 80
    ... in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. This statement does not require any new fair value measurements; rather, it applies under other accounting pronouncements that require or permit fair value measurements. The provisions...

  • Page 81
    ... Consolidated Financial Statements - An Amendment of ARB No. 51 (FAS 160). FAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. FAS 160 is effective for us beginning in 2009. We are still assessing the...

  • Page 82
    ...Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures As of the end of the period covered by this report, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation's management...

  • Page 83
    ... reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). The Corporation's internal control system was designed to provide reasonable assurance to the Corporation's management and Board of Directors regarding the preparation and fair presentation of published financial statements...

  • Page 84
    ... company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control...

  • Page 85
    ... 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 the UPC Code of Ethics for the Chief Executive Officer and...

  • Page 86
    ... of Certain Beneficial 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, 2007. Number of securities remaining...

  • Page 87
    ... 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 86. The exhibits include management contracts, compensatory plans and arrangements required to be filed as exhibits...

  • Page 88
    ..., on this 28 day of February, 2008. 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 th this 28 day of February...

  • Page 89
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Union Pacific Corporation and Subsidiary Companies Millions of Dollars, for the Years Ended December 31, Allowance for doubtful accounts: Balance, beginning of period ...Charges/(reduction) to expense ...Net...in the Consolidated Statements of Financial ...

  • Page 90
    Union Pacific Corporation Exhibit Index Exhibit No. Description Filed with this Statement 10(a) 10(b) Form of 2008 Long Term Plan Stock Unit Agreement. The UPC Stock Unit Grant and Deferred Compensation Plan for the Board of Directors, as amended January 1, 2008. Ratio of Earnings to Fixed ...

  • Page 91
    ... 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 Southwestern Railway Company (SLSRC) and SPCSL Corp...

  • Page 92
    ... 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. Charitable Contribution Plan for Non-Employee Directors of Union Pacific Corporation is...

  • Page 93
    ... 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 94
    ... CHARGES Union Pacific Corporation and Subsidiary Companies Millions of Dollars, Except for Ratios Fixed charges: Interest expense including amortization of debt discount...Portion of rentals representing an interest factor ...Total fixed charges ...Earnings available for fixed charges: Net income...

  • Page 95
    Exhibit 21 SIGNIFICANT SUBSIDIARIES OF UNION PACIFIC CORPORATION Name of Corporation Union Pacific Railroad Company...Southern Pacific Rail Corporation ... State of Incorporation Delaware Utah 91

  • Page 96
    ... Accounting Standards No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans) and the effectiveness of the Corporation's internal control over financial reporting, appearing in this Annual Report on Form 10-K of Union Pacific Corporation and Subsidiary Companies...

  • Page 97
    ... 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 98
    Exhibit 31(a) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER I, James R. Young, certify that: 1. I have reviewed this annual report on Form 10-K of Union Pacific Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact ...

  • Page 99
    Exhibit 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Robert M. Knight, Jr., certify that: 1. I have reviewed this annual report on Form 10-K of Union Pacific Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material...

  • Page 100
    ... contained in 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 28, 2008 A signed original of this...