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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, 2013
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 28, 2013, the aggregate market value of the registrant’s Common Stock held by non-affiliates (using the
New York Stock Exchange closing price) was $71.3 billion.
The number of shares outstanding of the registrant’s Common Stock as of January 31, 2014 was 455,057,609.

Table of contents

  • Page 1
    ...(I.R.S. 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...

  • Page 2
    ...'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 ...Security...

  • Page 3
    ... and housing markets, Union Pacific's manifest network is well positioned to meet the growing demand for various chemical and industrial products. In addition, UP is the only railroad that serves all six major gateways to Mexico. We are in an excellent position to benefit from economic growth in...

  • Page 4
    ... Operating Officer Union Pacific Railroad Company Joseph E. O'Connor, Jr. Vice President-Labor Relations Union Pacific Railroad Company Gayla L. Thal Senior Vice President-Law and General Counsel Union Pacific Corporation Eric L. Butler Executive Vice PresidentMarketing and Sales Union Pacific...

  • Page 5
    ... 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 governance materials on our website may be updated as necessary to comply with rules issued...

  • Page 6
    ...and regulated power companies and industrial facilities throughout the U.S. Through interchange gateways and ports, UP's reach extends to eastern U.S. utilities, Mexico, Europe and Asia. Water terminals allow the Railroad to move western U.S. coal east via the Mississippi and Ohio Rivers, as well as...

  • Page 7
    ... our current liabilities. Competition - We are subject to competition from other railroads, motor carriers, ship and barge operators, and pipelines. Our main railroad competitor is Burlington Northern Santa Fe LLC. Its primary subsidiary, BNSF Railway Company (BNSF), operates parallel routes in...

  • Page 8
    ... an emergency response management center, which operates 24 hours a day. The center receives reports of emergencies, dangerous or potentially dangerous conditions, and other safety and security issues from our employees, the public, and law enforcement and other government officials. In cooperation...

  • Page 9
    ... equipment standards. The Rail Safety Improvement Act of 2008, 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
    ... 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, rail carriers must currently implement...

  • Page 11
    ... capital to acquire new technology or if we are unable to develop or implement new technology such as PTC or the latest version of our transportation control systems, we may suffer a competitive disadvantage within the rail industry and with companies providing other modes of transportation service...

  • Page 12
    ...We utilize long-term debt instruments, bank financing and commercial paper from time-to-time, and we pledge certain of our receivables. Significant instability or disruptions of the capital markets, including the credit markets, or deterioration of our financial condition due to internal or external...

  • Page 13
    ... utilize two steel producers (one domestic and one international) that meet our specifications. Rail is critical to our operations for rail replacement programs, maintenance, and for adding additional network capacity, new rail and storage yards, and expansions of existing facilities. This industry...

  • Page 14
    ... We employ a variety of assets in the management and operation of our rail business. Our rail network covers 23 states in the western two-thirds of the U.S. TRACK Our rail network includes 31,838 route miles. We own 26,009 miles and operate on the remainder pursuant to trackage rights or leases...

  • Page 15
    ... 236,000 Top 10 Classification Yards North Platte, Nebraska North Little Rock, Arkansas Englewood (Houston), Texas Fort Worth, Texas Proviso (Chicago), Illinois Livonia, Louisiana Roseville, California Pine Bluff, Arkansas West Colton, California Neff (Kansas City), Missouri 2013 2,300 1,600 1,600...

  • Page 16
    ... Our 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...

  • Page 17
    ... reported in our Annual Report on Form 10-K for 2012, the Illinois Attorney General's Office notified UPRR on January 14, 2013, that it will seek a penalty against the Railroad for environmental conditions caused by its predecessor at a former locomotive fueling facility in South Pekin, Illinois...

  • Page 18
    ... shippers that paid a rate-based fuel surcharge to any one of the defendant railroads for rate-unregulated rail transportation from July 1, 2003, through December 31, 2008. This was a procedural ruling, which did not affirm any of the claims asserted by the plaintiffs and does not affect the ability...

  • Page 19
    ...of UPC and the Railroad Senior Vice President - Law and General Counsel of UPC and the Railroad Vice President and Controller of UPC and Chief Accounting Officer and Controller of the Railroad President and Chief Operating Officer of the Railroad Executive Vice President - Marketing and Sales of the...

  • Page 20
    ... of the common stock on the NYSE was $174.24. We have paid dividends to our common shareholders during each of the past 114 years. We declared dividends totaling $1,371 million in 2013 and $1,180 million in 2012. On August 1, 2013, we increased the quarterly dividend to $0.79 per share, payable on...

  • Page 21
    ...repurchased 14,996,957 shares of our common stock at an average price of $152.14. The following table presents common stock repurchases during each month for the fourth quarter of 2013: Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program [b] 1,405,535 1,025,000 2,498,520...

  • Page 22
    ...At December 31 Total assets Long-term obligations [b] Debt due after one year Common shareholders' equity Additional Data Freight revenues [a] Revenue carloads (units) (000) Operating ratio (%) [c] Average employees (000) Financial Ratios (%) Debt to capital [d] Return on average common shareholders...

  • Page 23
    ... expansion of our safety programs and initiatives, including Courage to Care, Total Safety Culture, and Standard Work. Financial Performance - In 2013, we generated operating income of $7.4 billion, a 10% increase over 2012. Core pricing gains of 3.6% along with our ongoing focus on safety, service...

  • Page 24
    ... our fuel surcharge programs and expanding our fuel conservation efforts. Capital Plan - In 2014, we plan to make total capital investments of approximately $3.9 billion, including expenditures for Positive Train Control (PTC), which may be revised if business conditions warrant or if new laws or...

  • Page 25
    ...commodity groups. Freight revenues vary with volume (carloads) and ARC. Changes in price, traffic mix and fuel surcharges drive ARC. We provide some of our customers with contractual incentives for meeting or exceeding specified cumulative volumes or shipping to and from specific locations, which we...

  • Page 26
    ..., and ARC by commodity type: Freight Revenues Millions Agricultural Automotive Chemicals Coal Industrial Products Intermodal Total Revenue Carloads Thousands Agricultural Automotive Chemicals Coal Industrial Products Intermodal [a] Total % Change 2013 v 2012 - % 15 8 2 9 2 5 % % Change 2013 v 2012...

  • Page 27
    ...along with pricing gains and higher fuel surcharges improved automotive freight revenue from 2011 levels. Higher production and sales levels drove the volume growth. In addition, 2012 shipments compared favorably to 2011 due to lower shipments of international vehicles in 2011 following the disaster...

  • Page 28
    ... for rail transportation to these centers. 2013 Intermodal Carloads Higher fuel surcharges, including improved fuel recovery provisions, core pricing gains and volume growth increased freight revenue from intermodal shipments in 2012. Volume levels from international traffic remained flat year...

  • Page 29
    ...external transportation services); materials used to maintain the Railroad's lines, structures, and equipment; 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...

  • Page 30
    ... for transportation services purchased by our logistics subsidiaries for their customers and additional costs for repair and maintenance of locomotives and freight cars. Depreciation - The majority of depreciation relates to road property, including rail, ties, ballast, and other track material...

  • Page 31
    ...: % Change 2013 v 2012 (2)% 3% (1)% (1)% (1.7)pts 1% - pts % Change 2012 v 2011 4% -% (2)% (4)% (2.9)pts 2% 1 pt Average train speed (miles per hour) Average terminal dwell time (hours) Gross ton-miles (billions) Revenue ton-miles (billions) Operating ratio Employees (average) Customer satisfaction...

  • Page 32
    ...pressures Employees - Employee levels increased 1% in 2013 versus 2012. Shifts in our traffic mix, which requires more resources, largely concentrated in the Southern region, work related to higher capital investment in positive train control and more individuals in the training pipeline contributed...

  • Page 33
    .... If our bond rating were to deteriorate, it could have an adverse impact on our liquidity. Access to commercial paper as well as other capital market financings is dependent on market conditions. Deterioration of our operating results or financial condition due to internal or external factors could...

  • Page 34
    ... 31, 2013, 2012, and 2011: Millions Rail and other track material Ties Ballast Other [a] Total road infrastructure replacements Line expansion and other capacity projects Commercial facilities Total capacity and commercial facilities Locomotives and freight cars Positive train control Technology and...

  • Page 35
    ...rail capacity expansion New ties installed (thousands) Miles of track surfaced 2013 834 97 3,870 11,017 2012 964 139 4,436 11,049 2011 895 69 3,785 11,284 Capital Plan - In 2014, we expect our total capital investments to be approximately $3.9 billion, which may be revised if business conditions...

  • Page 36
    ..., 2014, replacing our previous repurchase program. As of December 31, 2013, we repurchased a total of $9.3 billion of our common stock since the commencement of our repurchase programs. The table below represents shares repurchased under this repurchase program. Number of Shares Purchased 2013 2012...

  • Page 37
    ... to our revolving credit facility, including identical debt-to-net-worth covenant and change of control provisions and similar customary default provisions. The agreement does not include any other financial restrictions, credit rating triggers, or any other provision that would require us to post...

  • Page 38
    ... receivable as collateral at both December 31, 2013, and December 31, 2012, which, as a retained interest, is included in accounts receivable, net in our Condensed Consolidated Statements of Financial Position. The outstanding amount the Railroad is allowed to maintain under the facility, with...

  • Page 39
    ...for locomotives, freight cars, other equipment, and real estate. Represents total obligations, including interest component of $498 million. Purchase obligations include locomotive maintenance contracts; purchase commitments for fuel purchases, locomotives, ties, ballast, and rail; and agreements to...

  • Page 40
    ... will have a material adverse effect on our consolidated financial condition, results of operations, or liquidity. OTHER MATTERS Labor Agreements - Approximately 86% of our 46,445 full-time-equivalent employees are represented by 14 major rail unions. In 2012, we concluded the most recent round of...

  • Page 41
    ... 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 42
    ... claims. The Federal 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...

  • Page 43
    ... an asset for estimated insurance recoveries at December 31, 2013, and 2012. 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...

  • Page 44
    ... 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 the estimated service lives of the rail measured in...

  • Page 45
    ... part of our railroad operations. Income Taxes - We account for income taxes by recording taxes payable or refundable for the current year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns...

  • Page 46
    ... net periodic pension and OPEB cost/(benefit) for 2013 and the estimated impact on 2013 net periodic pension and OPEB cost/(benefit) relative to a change in those assumptions: Assumptions Discount rate Expected return on plan assets Compensation increase Health care cost trend rate: Pre-65 current...

  • Page 47
    ... to improve operations and/or service, including capital expenditures for infrastructure improvements and equipment acquisitions, any strategic business acquisitions, and modifications to our transportation plans; expectations as to existing or proposed new products and services; expectations as...

  • Page 48
    ... 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, 2013, 2012, and 2011 ...Consolidated Statements of Comprehensive Income For the Years Ended December 31...

  • Page 49
    ... 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 that we plan and perform...

  • Page 50
    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 51
    CONSOLIDATED STATEMENTS OF FINANCIAL POSITION Union Pacific Corporation and Subsidiary Companies Millions, Except Share and Per Share Amounts as of December 31, Assets Current assets: Cash and cash equivalents Accounts receivable, net (Note 10) Materials and supplies Current deferred income taxes (...

  • Page 52
    ... dividends declared but not yet paid Capital investments accrued but not yet paid Capital lease financings Cash paid during the year for: Interest, net of amounts capitalized Income taxes, net of refunds The accompanying notes are an integral part of these Consolidated Financial Statements. 2013...

  • Page 53
    CONSOLIDATED STATEMENTS OF CHANGES IN COMMON SHAREHOLDERS' EQUITY Union Pacific Corporation and Subsidiary Companies Common Treasury Common Paid-inRetained Treasury Shares Shares Shares Surplus Earnings Stock 553.9 (62.3) $ 1,385 $ 3,985 $ 17,154 $ (4,027) 3,292 0.4 554.3 2.7 (14.8) (74.4) 1 46 (938...

  • Page 54
    ...net financial results of the Railroad as one segment due to the integrated nature of our rail network. The following table provides freight revenue by commodity group: Millions Agricultural Automotive Chemicals Coal Industrial Products Intermodal Total freight revenues Other revenues Total operating...

  • Page 55
    ... for all stock-based 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...

  • Page 56
    ... liabilities, expected return on plan assets used to fund these expenses, compensation increases, employee turnover rates, anticipated mortality rates, and expected future health care costs. The assumptions used by us are based on our historical experience as well as current facts and circumstances...

  • Page 57
    ...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 shares of our common stock, not to exceed 10,000 shares...

  • Page 58
    ...options granted $ 2013 0.8% 2.1% 5.0 36.2% 34.98 $ 2012 0.8% 2.1% 5.3 36.8% 31.29 $ 2011 2.3% 1.6% 5.3 35.9% 28.45 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...

  • Page 59
    ...- In February 2013, our Board of Directors approved performance stock unit grants. Other than different performance targets, the basic terms of these performance stock units are identical to those granted in February 2011 and February 2012, including using annual return on invested capital (ROIC) as...

  • Page 60
    ...service and the highest compensation during the latest years of employment, with specific reductions made for early retirements. Other Postretirement Benefits (OPEB) - We provide medical and life insurance benefits for eligible retirees. These benefits are funded as medical claims and life insurance...

  • Page 61
    ...815) Pre-tax changes recognized in other comprehensive income/(loss) during 2013, 2012 and 2011 were as follows: Pension Millions Prior service cost/(credit) Net actuarial loss/(gain) Amortization of: Prior service cost/(credit) Actuarial loss Total $ 2013 (561) (106) $ (667) $ $ 2012 265 (1) (83...

  • Page 62
    ... return, taking into account current and expected market conditions. The actual return on pension plan assets, net of fees, was approximately 17% in 2013, 13% in 2012, and 2% in 2011. Assumed health care cost trend rates have an effect on the expense and liabilities reported for health care plans...

  • Page 63
    ... 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 2014 supplemental pension...

  • Page 64
    ... reported in terms of U.S. dollars based on currency exchange rates readily available in active markets. These temporary cash investments are classified as Level 1 investments. Registered Investment Companies - Registered Investment Companies are real estate investments, non-U.S. stock investments...

  • Page 65
    ... cash investments Registered investment companies U.S. government securities Corporate bonds & debentures Corporate stock Venture capital and buyout partnerships Real estate partnerships Common trust and other funds Other investments Total plan assets at fair value Other assets [a] Total plan assets...

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

  • Page 67
    ... bargaining agreements, we participate in multiemployer benefit plans that provide certain postretirement health care and life insurance benefits for eligible union employees. Premiums paid under these plans are expensed as incurred and amounted to $57 million in 2013, $62 million in 2012, and...

  • Page 68
    ... tax liabilities: Property Other Total deferred income tax liabilities Deferred income tax assets: Accrued wages Accrued casualty costs Accrued stock compensation Debt and leases Retiree benefits Credits Other Total deferred income tax assets Net deferred income tax liability Current portion of...

  • Page 69
    ...and penalties were $6 million at both December 31, 2013 and 2012. Total interest and penalties recognized as part of income tax expense (benefit) were $7 million for 2013, $(4) million for 2012, and $10 million for 2011. Internal Revenue Service (IRS) examinations have been completed and settled for...

  • Page 70
    ... of net periodic pension cost. See Note 5 Retirement Plans for additional details. 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...

  • Page 71
    ... of property and equipment, as well as the weighted-average estimated useful life for each category (in years): Millions, Except Estimated Useful Life As of December 31, 2013 Land Road: Rail and other track material Ties Ballast Other roadway [a] Total road Equipment: Locomotives Freight cars Work...

  • Page 72
    ... 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 the estimated service lives of the rail measured in...

  • Page 73
    ... by our employees, and for track line expansion and other capacity projects. Costs that are directly attributable to capital projects (including overhead costs) are capitalized. Direct costs that are capitalized as part of selfconstructed assets include material, labor, and work equipment. Indirect...

  • Page 74
    ...pre-tax income for the years ended December 31, 2013, 2012, and 2011. Fair Value of Financial Instruments - The fair value of our short- and long-term debt was estimated using a market value price model, which utilizes applicable U.S. Treasury rates along with current market quotes on comparable...

  • Page 75
    ... 31, 2013, and 2012 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 76
    ... to our revolving credit facility, including identical debt-to-net-worth covenant and change of control provisions and similar customary default provisions. The agreement does not include any other financial restrictions, credit rating triggers, or any other provision that would require us to post...

  • Page 77
    ... from this offering are for general corporate purposes, including the repurchase of common stock pursuant to our share repurchase program. These debt securities include change-of-control provisions. As of February 7, 2014, we had remaining authority from our Board of Directors to issue up to $1.85...

  • Page 78
    ... payments associated with the VIE leases totaled $3.3 billion as of December 31, 2013. 16. Leases We lease certain locomotives, freight cars, and other property. The Consolidated Statements of Financial Position as of December 31, 2013 and 2012 included $2,486 million, net of $1,092 million of...

  • Page 79
    ... claims. The Federal 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...

  • Page 80
    ... based 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...

  • Page 81
    ... Energy Partners, L.P.) currently are engaged in a proceeding to resolve the fair market rent payable to UPRR under a 10-year agreement commencing on January 1, 2004, for pipeline easements on UPRR rights-of-way (Union Pacific Railroad Company vs. Santa Fe Pacific Pipelines, Inc., SFPP, L.P., Kinder...

  • Page 82
    ..., 2014, replacing our previous repurchase program. As of December 31, 2013, we repurchased a total of $9.3 billion of our common stock since the commencement of our repurchase programs. The table below represents shares repurchased under this repurchase program. Number of Shares Purchased 2013 2012...

  • Page 83
    ... decisions regarding required disclosure. Additionally, the CEO and CFO determined that there were no changes to the Corporation's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that materially affected, or are...

  • Page 84
    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 85
    ... is to express an opinion on the Corporation's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain...

  • Page 86
    ... the Securities Exchange Act of 1934 is set forth in the Section 16(a) Beneficial Ownership Reporting Compliance segment of the Proxy Statement and is incorporated herein by reference. (d) Code of Ethics for Chief Executive Officer and Senior Financial Officers of Registrant. The Board of Directors...

  • Page 87
    ...Owners and Management segment of the Proxy Statement and is incorporated herein by reference. The following table summarizes the equity compensation plans under which UPC common stock may be issued as of December 31, 2013: Column (a) Column (b) Column (c) Number of securities remaining available...

  • Page 88
    ... as part of this filing are listed on the index to the Financial Statements and Supplementary Data, Item 8, on page 48. (2) Financial Statement Schedules Schedule II - Valuation and Qualifying Accounts Schedules not listed above have been omitted because they are not applicable or not required or...

  • Page 89
    ...Officer Union Pacific Corporation Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, th on this 7 day of February, 2014, by the following persons on behalf of the registrant and in the capacities indicated. PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR...

  • Page 90
    ... other reductions Balance, end of period Accrued casualty costs are presented in the Consolidated Statements of Financial Position as follows: Current Long-term Balance, end of period 2013 $ 37 (4) (10) 23 $ 2012 50 (1) (12) 37 $ 2011 56 (6) 50 $ $ $ $ $ $ 1 22 23 734 188 (220) 702 $ $ $ 4 33...

  • Page 91
    ...related information from Union Pacific Corporation's Annual Report on Form 10-K for the year ended December 31, 2013 (filed with the SEC on February 7, 2014), is formatted in XBRL and submitted electronically herewith: (i) Consolidated Statements of Income for the years ended December 31, 2013, 2012...

  • Page 92
    ...10(d) to the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. Supplemental Pension Plan for Officers and Managers (409A Non-Grandfathered Component) of Union Pacific Corporation and Affiliates, as amended February 1, 2013, and March 1, 2013, is incorporated herein by...

  • Page 93
    ... 10(h) to the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. Amended and 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...

  • Page 94
    ... Charitable Contribution Plan for Non-Employee Directors of Union Pacific Corporation is incorporated herein by reference to Exhibit 10(z) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1995. Form of Non-Qualified Stock Option Agreement for Executives is incorporated...

  • 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
    ... consolidated financial statements 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...

  • Page 98
    ...the undersigned directors of Union Pacific Corporation, a Utah corporation (the Company), do hereby appoint each of John J. Koraleski, Diane K. Duren, 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 10K...

  • Page 99
    ... information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 7, 2014 /s/ John J. Koraleski John J. Koraleski President and Chief Executive Officer...

  • Page 100
    ... affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 7, 2014...

  • Page 101
    ... Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. By: /s/ John J. Koraleski John J. Koraleski President and Chief Executive Officer Union Pacific Corporation February 7, 2014 A signed original of this written statement required...