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`
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ____________
Commission File Number 1-6075
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
UTAH 13-2626465
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 DOUGLAS STREET, OMAHA, NEBRASKA
(Address of principal executive offices)
68179
(Zip Code)
(402) 544-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
Common Stock (Par Value $2.50 per share)
Name of each exchange on which registered
New York Stock Exchange, Inc.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes  No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of
the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website,
if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes  No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this
chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer  Non-accelerated filer  Smaller reporting company 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
 Yes No
As of June 30, 2010, the aggregate market value of the registrant’s Common Stock held by non-affiliates (using the
New York Stock Exchange closing price) was $38.3 billion.
The number of shares outstanding of the registrant’s Common Stock as of January 28, 2011 was 491,001,416.

Table of contents

  • Page 1
    ... Employer Identification No.) (Address of principal executive offices) 1400 DOUGLAS STREET, OMAHA, NEBRASKA 68179 (Zip Code) (402) 544-5000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each Class Common Stock (Par Value...

  • Page 2
    ... ...Management's Annual Report on Internal Control Over Financial Reporting...Report of Independent Registered Public Accounting Firm ...Other Information ...PART III Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers, and Corporate Governance ...Executive Compensation...

  • Page 3
    ... by projects such as double tracking our Sunset Corridor, where we are speeding global commerce between Asia and our nation's growing consumer base. This is a business model that works - invest, grow the business, increase returns and invest again. Great service, coupled with our logistics...

  • Page 4
    ... Harriman & Co. Board Committees: Audit, Finance (Chair) Archie W. Dunham Retired Chairman ConocoPhillips Board Committees: Corporate Governance and Nominating, Finance James R. Young Chairman, President and Chief Executive Officer Union Pacific Corporation and Union Pacific Railroad Company...

  • Page 5
    ... of freight transportation. Union Pacific Railroad Company's diversified business mix includes Agricultural Products, Automotive, Chemicals, Energy, Industrial Products and Intermodal. Union Pacific Railroad Company emphasizes excellent customer service and offers competitive routes from all major...

  • Page 6
    ... as one segment due to the integrated nature of our rail network. Additional information regarding our business and operations, including revenue and financial information and data and other information regarding environmental matters, is presented in Risk Factors, Item 1A; Legal Proceedings, Item...

  • Page 7
    ... access to capital to meet any daily and short-term cash requirements, and we have sufficient financial capacity to satisfy our current liabilities. Competition - We are subject to competition from other railroads, motor carriers, ship and barge operators, and pipelines. Our main rail competitor is...

  • Page 8
    ... minimize the time rail cars remain idle at yards and terminals located in or near major population centers. Additionally, in compliance with new Transportation Security Agency regulations that took effect on April 1, 2009, we deployed new information systems and instructed employees in tracking and...

  • Page 9
    ... the Rail Safety Improvement Act of 2008 into law, which, among other things, revised hours of service rules for train and certain other railroad employees, mandated implementation of PTC, imposed passenger service requirements, addressed safety at rail crossings, increased the number of safety...

  • Page 10
    ... regulation of railroad operations and prices for rail services, which could reduce capital spending on our rail network, facilities and equipment and have a material adverse effect on our results of operations, financial condition, and liquidity. As part of the Rail Safety Improvement Act of 2008...

  • Page 11
    ... companies providing other modes of transportation service, which could have a material adverse effect on our results of operations, financial condition, and liquidity. Additionally, if we experience significant disruption or failure of one or more of our information technology systems, including...

  • Page 12
    ... availability of the locomotives that are necessary to our operations. Additionally, for a high percentage of our rail purchases, we utilize two suppliers (one domestic and one international) that meet our specifications. Rail is critical to our operations for rail replacement programs, maintenance...

  • Page 13
    ... events, any government response thereto, and war or risk of war may adversely affect our results of operations, financial condition, and liquidity. In addition, insurance premiums for some or all of our current coverages could increase dramatically, or certain coverages may not be available to us...

  • Page 14
    ...000 900 Top 10 Classification Yards North Platte, Nebraska North Little Rock, Arkansas Englewood (Houston), Texas Proviso (Chicago), Illinois Fort Worth, Texas Livonia, Louisiana Roseville, California West Colton, California Pine Bluff, Arkansas Neff (Kansas City), Missouri 2010 2,100 1,500 1,400...

  • Page 15
    ... rail network requires significant annual capital investments for replacement, improvement, and expansion. These investments enhance safety, support the transportation needs of our customers, and improve our operational efficiency. Additionally, we add new locomotives and freight cars to our fleet...

  • Page 16
    ...by increasing the Railroad's international and domestic container capacity and improving rail traffic efficiencies in Chicago, the nation's largest rail center. Customers across our network benefit from the Joliet facility's annual capacity of 500,000 intermodal containers. 2011 Capital Expenditures...

  • Page 17
    ...subject to further negotiation to resolve its liability at the Omaha Lead Site. The FOIA litigation has been stayed pending possible resolution of the case. As we reported in our Annual Report on Form 10-K for 2005, the Illinois Attorney General's office filed a complaint against the Railroad in the...

  • Page 18
    ... that they are or were indirect purchasers of rail transportation and seek to represent a purported class of indirect purchasers of rail transportation that paid fuel surcharges. These complaints added allegations under state antitrust and consumer protection laws. On November 6, 2007, the Judicial...

  • Page 19
    ... table sets forth certain information, as of February 1, 2011, relating to the executive officers. Business Experience During Age Past Five Years 58 [1] 53 61 57 52 48 60 Current Position Current Position Current Position [2] [3] Current Position Name James R. Young Robert M. Knight, Jr. J. Michael...

  • Page 20
    ... of this 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 2011...

  • Page 21
    ... transactions. Our management has sole discretion with respect to determining the timing and amount of these transactions. On February 3, 2011, our Board of Directors authorized us to repurchase up to 40 million additional shares of our common stock under a new program effective from April 1, 2011...

  • Page 22
    ... 31 Total assets Long-term obligations Debt due after one year Common shareholders' equity Equity per common share [c] Additional Data Freight revenues [a] Revenue carloads (units) (000) Operating margin (%) [d] Operating ratio (%) [d] Average employees (000) Operating revenues per employee (000...

  • Page 23
    ... other information in this report, including Risk Factors set forth in Item 1A and Critical Accounting Policies and Cautionary Information at the end of this Item 7. The Railroad, along with its subsidiaries and rail affiliates, is our one reportable operating segment. Although we analyze revenue by...

  • Page 24
    ... had been accounted for under the new accounting standard for all periods presented. 2011 Outlook • 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...

  • Page 25
    ... costs for installing the new system along our tracks, upgrading locomotives to work with the new system, and adding digital data communication equipment so all the parts of the system can communicate with each other. During 2011, we plan to begin testing the technology to evaluate its effectiveness...

  • Page 26
    ... fuel surcharges take effect. Resetting the fuel price at which the fuel surcharge begins, in conjunction with rebasing the affected transportation rates to include a portion of what had been in the fuel surcharge, does not materially change our freight revenue as higher base rates offset lower fuel...

  • Page 27
    ... in shipments of finished vehicles and automotive parts in 2010, respectively, combined with core pricing gains and fuel surcharges, improved automotive freight revenue from relatively weak 2009 levels. Economic conditions in 2009 led to poor auto sales and reduced vehicle production, which in...

  • Page 28
    ... production interruptions and increased competition from other low cost fuel options (natural gas and eastern coal), weaker demand from our industrial customers, and high inventories at some utility customer locations. Lower volume and fuel surcharges reduced freight revenue from energy shipments in...

  • Page 29
    ... to rail fueled by improved service operations. A new contract with Hub Group, Inc., which included additional shipments, was executed in the second quarter of 2009 and contributed to the increase in domestic shipments. Decreased volumes and fuel surcharges reduced freight revenue from intermodal...

  • Page 30
    Operating Expenses % Change 2010 v 2009 6% 41 12 4 (3) 5 11% % Change 2009 v 2008 (9)% (56) (15) 4 (11) (18) (23)% Millions Compensation and benefits Fuel Purchased services and materials Depreciation Equipment and other rents Other Total $ 2010 4,314 2,486 1,836 1,487 1,142 719 $ 2009 4,063 1,...

  • Page 31
    ... by service life studies and reduced track usage (based on lower gross ton-miles in 2008). Equipment and Other Rents - Equipment and other rents expense primarily includes rental expense that the Railroad pays for freight cars owned by other railroads or private companies; freight car, intermodal...

  • Page 32
    ... AND FINANCIAL STATISTICS We report key Railroad performance measures weekly to the Association of American Railroads (AAR), including carloads, average daily inventory of rail cars on our system, average train speed, and average terminal dwell time. We provide this data on our website at www.up.com...

  • Page 33
    ... terminal dwell time is the average time that a rail car spends at our terminals. Lower average terminal dwell time improves asset utilization and service. Average terminal dwell time increased 2% in 2010 compared to 2009, driven in part by our network plan to increase the length of numerous trains...

  • Page 34
    ... by SEC Regulation G and Item 10 of SEC Regulation S-K, and may not be defined and calculated by other companies in the same manner. We believe this measure is important in evaluating the efficiency and effectiveness of the Corporation's long-term capital investments. In addition, we currently use...

  • Page 35
    ... 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. Effective January 1, 2010, the value of the outstanding...

  • Page 36
    ... other road assets, and road work equipment. Track miles of rail replaced Track miles of rail capacity expansion New ties installed (thousands) Miles of track surfaced 2010 795 46 4,334 10,883 2009 841 62 4,814 15,128 2008 810 118 4,599 14,454 Capital Plan - In 2011, we expect our total capital...

  • Page 37
    ... generated from operations, the sale or lease of various operating and non-operating properties, issuance of long-term debt, and cash on hand at December 31, 2010. Our annual capital plan is a critical component of our long-term strategic plan, which we expect will enhance the long-term value of the...

  • Page 38
    ... under this program are expected to be funded through cash generated from operations, the sale or lease of various operating and non-operating properties, debt issuances, and cash on hand. Repurchased shares are recorded in treasury stock at cost, which includes any applicable commissions and...

  • Page 39
    ..., the Railroad sells most of its accounts receivable to Union Pacific Receivables, Inc. (UPRI), a bankruptcy-remote subsidiary. UPRI may subsequently transfer, without recourse on a 364-day revolving basis, an undivided interest in eligible accounts receivable to investors. The total capacity to...

  • Page 40
    ...$4,861 million. Represents total obligations, including interest component of $784 million. Includes locomotive maintenance contracts; purchase commitments for locomotives, freight cars, containers, fuel, ties, ballast, and rail; and agreements to purchase other goods and services. For amounts where...

  • Page 41
    ... - We address market risk related to derivative financial instruments by selecting instruments with value fluctuations that highly correlate with the underlying hedged item. We manage credit risk related to derivative financial instruments, which is minimal, by requiring high credit standards for...

  • Page 42
    ... 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 with GAAP. The preparation of these financial statements requires...

  • Page 43
    ...out-of-court settlements. We offer a comprehensive variety of services and rehabilitation programs for employees who are injured at work. Our personal injury liability is discounted to present value using applicable U.S. Treasury rates. Approximately 88% of the recorded liability related to asserted...

  • Page 44
    ... on information available for each site, financial viability of other potentially responsible parties, and existing technology, laws, and regulations. The ultimate liability for remediation is difficult to determine because of the number of potentially responsible parties, site-specific cost sharing...

  • Page 45
    ... freight cars, locomotives and maintenance of way equipment transported over the rail) by the estimated service lives of the rail measured in millions of gross tons per mile. Rail in high-density traffic corridors accounts for approximately 70 percent of the historical cost of rail and other track...

  • Page 46
    ... annually, and selected assumptions are based on the following factors Discount rate is based on a Mercer yield curve of high quality corporate bonds (rated AA by a recognized rating agency) for which the timing and amount of cash flows matches our plans' expected benefit payments. Expected return...

  • Page 47
    ... pension and OPEB cost/(benefit) relative to a change in those assumptions: Assumptions Discount rate Expected return on plan assets Salary increase Health care cost trend rate: Pre-65 current Pre-65 level in 2028 Sensitivities Millions 0.25% decrease in discount rate 0.25% increase in salary scale...

  • Page 48
    ... over which management has little or no influence or control. The Risk Factors in Item 1A of this report could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in any forward-looking statements or information. To the...

  • 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, 2010, 2009, and 2008 ...Consolidated Statements of Financial Position At ...

  • Page 50
    ...'s management. Our responsibility is to express an opinion on the consolidated financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require...

  • 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: Freight revenues Other revenues Total operating revenues Operating expenses: Compensation and benefits Fuel Purchased services...

  • Page 52
    ... STATEMENTS OF FINANCIAL POSITION Union Pacific Corporation and Subsidiary Companies Millions, as of December 31, Assets Current assets: Cash and cash equivalents Accounts receivable, net (Note 10) Materials and supplies Current deferred income taxes (Note 7) Other current assets Total current...

  • Page 53
    ... receivable, net Materials and supplies Other current assets Accounts payable and other current liabilities Cash provided by operating activities Investing Activities Capital investments Proceeds from asset sales Acquisition of equipment pending financing Proceeds from sale of assets financed Other...

  • Page 54
    CONSOLIDATED STATEMENTS OF CHANGES IN COMMON SHAREHOLDERS' EQUITY Union Pacific Corporation and Subsidiary Companies Common Treasury Common Shares Shares Shares 552.3 (30.6) $ 1,381 0.5 552.8 3.2 (22.2) (49.6) 1 $ 1,382 0.7 553.5 1.1 (48.5) 2 $ 1,384 0.4 553.9 2.8 (16.6) (62.3) 1 $ 1,385 Paid-in- ...

  • Page 55
    ...results of the Railroad as one segment due to the integrated nature of our rail network. The following table provides revenue by commodity group: Millions Agricultural Automotive Chemicals Energy Industrial Products Intermodal Total freight revenues Other revenues Total operating revenues 2010 3,018...

  • Page 56
    ... awards made to employees and directors, including stock options. Compensation expense is based on the calculated fair value of the awards as measured at the grant date and is expensed ratably over the service period of the awards (generally the vesting period). The fair value of retention awards...

  • Page 57
    ...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 turnover rates, anticipated mortality rates, and expected future health care costs. The assumptions...

  • Page 58
    ... the Directors Plan, each non-employee director, upon his or her initial election to the Board of Directors, receives a grant of 2,000 retention shares or retention stock units. Prior to December 31, 2007, each non-employee director received annually an option to purchase at fair value a number of...

  • Page 59
    ... 22.2% 13.35 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...

  • Page 60
    ... terms of these performance stock units are identical to those granted in January 2008 and February 2009, including using annual return on invested capital (ROIC) as the performance measure. We define ROIC as net operating profit adjusted for interest expense (including interest on the present value...

  • Page 61
    ... benefits are funded as medical claims and life insurance premiums are paid. Plan Amendment Effective January 1, 2010, Medicare-eligible retirees who are enrolled in the Union Pacific Retiree Medical Program received a contribution to a Health Reimbursement Account, which can be used to pay eligible...

  • Page 62
    ... net periodic cost (benefit) during 2011: Millions Prior service cost (credit) Net actuarial loss Total Pension $ 2 70 $ 72 OPEB (35) 13 (22) Total (33) 83 50 $ $ $ $ Underfunded Accumulated Benefit Obligation - The accumulated benefit obligation (ABO) is the present value of benefits earned to...

  • Page 63
    ... based upon the annual service cost of benefits (the actuarial cost of benefits earned during a period) and the interest cost on those liabilities, less the expected return on plan assets. The expected long-term rate of return on plan assets is applied to a calculated value of plan assets that...

  • Page 64
    ... with cash generated from operations. The non-qualified pension and OPEB plans are not funded and are not subject to any minimum regulatory funding requirements. Benefit payments for each year represent supplemental pension payments and claims paid for medical and life insurance. We anticipate our...

  • Page 65
    ... and 2009. The investment of pension plan assets in securities issued by Union Pacific is specifically prohibited by the plan for both the equity and debt portfolios, other than through index fund holdings. Fair Value Measurements The pension plan assets are valued at fair value. The following is...

  • Page 66
    ... Registered investment companies U.S. government securities Corporate bonds & debentures Corporate stock Venture capital and buyout partnerships Real estate partnerships and funds Common trust and other funds Other investments Total plan assets at fair value Other assets [a] Total plan assets...

  • Page 67
    ... Registered investment companies U.S. government securities Corporate bonds & debentures Corporate stock Venture capital and buyout partnerships Real estate partnerships and funds Common trust and other funds Other investments Total plan assets at fair value Other assets [a] Total plan assets...

  • Page 68
    ... a $118 million sale of land to the Regional Transportation District (RTD) in Colorado, resulting in a $116 million pre-tax gain. The agreement with the RTD involved a 33-mile industrial lead track in Boulder, Colorado. 7. Income Taxes Components of income tax expense/(benefit) were as follows...

  • Page 69
    ... in purchase accounting transactions, and differences in capitalization methods. Deferred income tax liabilities/(assets) were comprised of the following at December 31: Millions Net current deferred income tax asset Property State taxes, net of federal benefits Other Net long-term deferred income...

  • Page 70
    ... $13 million at December 31, 2010 and 2009, respectively. Total interest and penalties recognized as part of income tax expense (benefit) were $6 million for 2010, $(11) million for 2009, and $(9) million for 2008. Internal Revenue Service (IRS) examinations have been completed and settled for all...

  • Page 71
    ... Defined benefit plans Foreign currency translation Derivatives Total 10. Accounts Receivable Accounts receivable includes freight and other receivables reduced by an allowance for doubtful accounts. The allowance is based upon historical losses, credit worthiness of customers, and current economic...

  • Page 72
    ..., the Railroad sells most of its accounts receivable to Union Pacific Receivables, Inc. (UPRI), a bankruptcy-remote subsidiary. UPRI may subsequently transfer, without recourse on a 364-day revolving basis, an undivided interest in eligible accounts receivable to investors. The total capacity to...

  • Page 73
    ... [a] Ties Ballast Other [b] Total road Equipment: Locomotives Freight cars Work equipment and other Total equipment Technology and other Construction in progress Total $ Accumulated Depreciation $ N/A 4,458 1,858 944 2,376 9,636 2,699 1,040 39 3,778 241 $ 13,655 Net Book Value $ 4,984 7,534 5,773...

  • Page 74
    ...estimated service lives. For rail in high-density traffic corridors, we calculate depreciation rates annually by dividing the number of gross ton-miles carried over the rail (i.e., the weight of loaded and empty freight cars, locomotives and maintenance of way equipment transported over the rail) by...

  • Page 75
    ... may limit future benefits from favorable interest rate and fuel price movements. Market and Credit Risk - We address market risk related to derivative financial instruments by selecting instruments with value fluctuations that highly correlate with the underlying hedged item. We manage credit risk...

  • Page 76
    ...fuel derivatives Increase in pre-tax income 2010 2 2 2009 $ 8 $ 8 2008 $ 1 1 $ 2 $ $ 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, 2010, the fair value of total...

  • Page 77
    ... 2009, respectively, served 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...

  • Page 78
    ...all times during these periods), we were in compliance with this covenant. The definition of debt used for purposes of calculating the debt-to-net-worth coverage ratio includes, among other things, certain credit arrangements, capital leases, guarantees and unfunded and vested pension benefits under...

  • Page 79
    ... Millions 2011 2012 2013 2014 2015 Later years Total minimum lease payments Amount representing interest Present value of minimum lease payments The majority of capital lease payments relate to locomotives. Rent expense for operating leases with terms exceeding one month was $624 million in 2010...

  • Page 80
    ... to expense based on estimates of the ultimate cost and number of incidents each year. We use an actuarial analysis to measure the expense and liability, including unasserted claims. The Federal Employers' Liability Act (FELA) governs compensation for work-related accidents. Under FELA, damages are...

  • Page 81
    ... on information available for each site, financial viability of other potentially responsible parties, and existing technology, laws, and regulations. The ultimate liability for remediation is difficult to determine because of the number of potentially responsible parties, site-specific cost sharing...

  • Page 82
    ... of 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 federal, state, and local laws governing environmental remediation. Current obligations are not expected to have a material adverse effect on...

  • Page 83
    ... were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the SEC, and that such information is accumulated and communicated to management, including...

  • Page 84
    ...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(f) and 15d-15(f)). The Corporation's internal control system was designed...

  • Page 85
    ... and effected by the 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...

  • Page 86
    ... 2010 segments of the Proxy Statement and is incorporated herein by reference. Additional information regarding compensation of directors, including Board committee members, is set forth in the By-Laws of UPC and the Stock Unit Grant and Deferred Compensation Plan for the Board of Directors, both...

  • Page 87
    ... or available from, other parties on an arm's-length basis. Information regarding the independence of our directors is set forth in the Director Independence segment of the Proxy Statement and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services Information concerning...

  • Page 88
    ... 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 91. The exhibits include management contracts, compensatory plans and...

  • Page 89
    ...thereunto duly authorized, on th this 4 day of February, 2011. 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, th on this...

  • Page 90
    ...QUALIFYING ACCOUNTS Union Pacific Corporation and Subsidiary Companies Millions, for the Years Ended December 31, Allowance for doubtful accounts: ...accounts are presented in the Consolidated Statements of Financial Position as follows: Current Long-term Balance, end of period Accrued casualty costs...

  • Page 91
    ... Independent Registered Public Accounting Firm's Consent. Powers of attorney executed by the directors of UPC. Certifications Pursuant to Rule 13a-14(a), of the Exchange Act, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - James R. Young. Certifications Pursuant to Rule 13a-14...

  • Page 92
    ... Exhibit 10(e) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2008. Supplemental Pension Plan for Officers and Managers (409A Grandfathered Component) of Union Pacific Corporation and Affiliates, as amended and restated in its entirety effective as of January 1, 1989...

  • Page 93
    ... Restated Registration Rights Agreement, dated as of July 12, 1996, among UPC, 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...

  • Page 94
    10(v) 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 95
    ... TO FIXED CHARGES Union Pacific Corporation and Subsidiary Companies Millions, 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 Equity...

  • Page 96
    Exhibit 21 SIGNIFICANT SUBSIDIARIES OF UNION PACIFIC CORPORATION Name of Corporation Union Pacific Railroad Company ...Southern Pacific Rail Corporation ...State of Incorporation Delaware Utah 96

  • Page 97
    ... and financial statement schedule of Union Pacific Corporation and Subsidiary Companies (the Corporation) 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 for the...

  • Page 98
    ... the undersigned directors of Union Pacific Corporation, a Utah corporation (the Company), do hereby appoint each of James R. Young, Barbara W. Schaefer, and James J. Theisen, Jr. 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...

  • Page 99
    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 100
    ...financial reporting to be designed under our supervision, 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; (c) Evaluated the effectiveness of...

  • Page 101
    ... 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 4, 2011 A signed original of this written statement required by Section 906 has been...