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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, 2014
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, 2014, the aggregate market value of the registrant’s Common Stock held by non-affiliates (using the
New York Stock Exchange closing price) was $89.4 billion.
The number of shares outstanding of the registrant’s Common Stock as of January 30, 2015 was 881,284,029.

Table of contents

  • Page 1
    ...13-2626465 (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...

  • 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
    ...am happy to report another successful year for Union Pacific in 2014. We set numerous financial records, achieving record earnings per share of $5.75 while improving our operating ratio to a record low 63.5 percent, 2.6 points better than 2013. Our return on invested capital* was an all-time high of...

  • Page 4
    ...and Union Pacific Railroad Company President McLarty Associates Board Committees: Finance, Corporate Governance and Nominating Charles C. Krulak David B. Dillon Former Chairman The Kroger Company Board Committees: Audit, Compensation and Benefits General, USMC, Ret. President Birmingham - Southern...

  • Page 5
    ..., 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 by the SEC...

  • Page 6
    ..., UPRR provides expedited handling of automotive parts in both boxcars and intermodal containers destined for Mexico, the U.S. and Canada. The automotive group generated 9% of Union Pacific's freight revenue in 2014. Chemicals - Transporting chemicals generated 16% of our freight revenue in 2014...

  • Page 7
    ... 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 railroad competitor is Burlington Northern Santa Fe LLC. Its primary subsidiary, BNSF Railway Company...

  • Page 8
    ... the time rail cars remain idle at yards and terminals located in or near major population centers. Additionally, in compliance with Transportation Security Agency regulations, we deployed information systems and instructed employees in tracking and documenting the handoff of Rail Security Sensitive...

  • 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
    ... 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, rail carriers...

  • Page 11
    ... from other railroads, motor carriers, ships, barges, and pipelines. In addition to price competition, we face competition with respect to transit times and quality and reliability of service. While we must build or acquire and maintain our rail system, trucks, barges and maritime operators are able...

  • Page 12
    ... adverse effect on our results of operations, financial condition, and liquidity. Strikes or Work Stoppages Could Adversely Affect Our Operations - The U.S. Class I railroads are party to collective bargaining agreements with various labor unions. The majority of our employees belong to labor unions...

  • Page 13
    ... 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 similarly has high barriers to entry, and...

  • Page 14
    ...trackage rights or leases. The following table describes track miles at December 31, 2014 and 2013. 2014 31,974 6,943 3,197 9,058 51,172 2013 31,838 6,766 3,167 9,090 50,861 Route Other main line Passing lines and turnouts Switching and classification yard lines Total miles HEADQUARTERS BUILDING...

  • Page 15
    ...system: Major 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 Major Intermodal Terminals...

  • Page 16
    ... EXPENDITURES 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...

  • Page 17
    ... reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 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...

  • Page 18
    ... 1, 2013. The amended complaint alleges that UPRR and one other Class I railroad violated Sections 1 and 2 of the Sherman Antitrust Act and that UPRR also breached a tolling agreement between Oxbow and UPRR. Oxbow claims that it paid more than $50 million in wrongfully imposed fuel surcharges. UPRR...

  • Page 19
    ...General Counsel of UPC and the Railroad Vice President and Controller of UPC and Chief Accounting Officer and Controller of the Railroad Executive Vice President - Marketing and Sales of the Railroad [1] [2] [3] [4] [5] On February 5, 2015, Mr. Koraleski was named executive Chairman of the Board...

  • Page 20
    ... stock on the NYSE was $117.21. We have paid dividends to our common shareholders during each of the past 115 years. We declared dividends totaling $1,714 million in 2014 and $1,371 million in 2013. On July 31, 2014, we increased the quarterly dividend to $0.50 per share, payable on October 1, 2014...

  • Page 21
    ... Securities - During 2014, we repurchased 33,035,204 shares of our common stock at an average price of $100.24. The following table presents common stock repurchases during each month for the fourth quarter of 2014: Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program...

  • Page 22
    ... per share and dividends declared per share are retroactively adjusted to reflect the June 6, 2014 stock split. Long-term obligations is determined as follows: total liabilities less current liabilities. Operating ratio is defined as operating expenses divided by operating revenues. Debt to capital...

  • Page 23
    ... network and the North American rail network as a whole. Average train speed, as reported to the AAR, declined 8% in 2014 compared to 2013, reflecting the 7% volume increase, a major infrastructure project in Fort Worth, Texas and severe weather conditions. Average terminal dwell time increased 12...

  • Page 24
    ... multi-faceted approach to safety, utilizing technology, risk assessment, quality control, training and employee engagement, and targeted capital investments. We will continue using and expanding the deployment of Total Safety Culture and Courage to Care throughout our operations, which allows us to...

  • Page 25
    ... was flat year over year as growth in automotive, frac sand, crude oil and domestic intermodal offset declines in coal, international intermodal and grain shipments. Our fuel surcharge programs generated freight revenues of $2.8 billion, $2.6 billion, and $2.6 billion in 2014, 2013, and 2012...

  • Page 26
    ...Coal Industrial Products Intermodal Total Revenue Carloads Thousands Agricultural Products Automotive Chemicals Coal Industrial Products Intermodal [a] Total % Change 2014 v 2013 15 % 1 5 4 15 11 9 % % Change 2014 v 2013 11 % 4 1 4 11 8 7 % % Change 2014 v 2013 4 % (2) 3 4 3 2 % % Change 2013 v 2012...

  • Page 27
    ... ARC compared to 2013. 2014 Automotive Carloads Higher ARC due to price increases and the logistics management arrangement that covers fees and container costs, coupled with increased shipments of automotive parts and finished vehicles, improved automotive revenue in 2013 compared to 2012. Higher...

  • Page 28
    ... of frac sand used at certain wells. Additionally, rock and lumber shipments increased from 2013, driven by new housing and commercial construction. 2014 Industrial Products Carloads Freight revenue from industrial products increased in 2013 versus 2012 driven by volume growth and higher ARC due to...

  • Page 29
    ... freight revenue from intermodal shipments in 2013 compared to 2012. Domestic traffic increased 3% due to overall economic growth along with conversions from truck transportation to rail. International traffic declined 2% versus 2012, reflecting market share shifts within the ocean carrier industry...

  • Page 30
    ...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 31
    ... our leased equipment. Additional container costs resulting from the logistics management arrangement, and increased automotive shipments, partially offset by lower cycle times drove a $51 million increase in our short-term freight car rental expense in 2013 versus 2012. Conversely, lower locomotive...

  • Page 32
    ...3% in 2013 compared to 2012, primarily due to growth of manifest traffic which requires more time in terminals for switching cars and building trains. Gross and Revenue Ton-Miles - Gross ton-miles are calculated by multiplying the weight of loaded and empty freight cars by the number of miles hauled...

  • Page 33
    ... managed the growth of our full-time equivalent train and engine force levels at a rate less than our volume growth in 2014 compared to 2013. Employee levels increased 1% in 2013 versus 2012. Shifts in our traffic mix, which required more resources, largely concentrated in the Southern region, work...

  • Page 34
    ... of locomotives and freight cars and certain facilities. Operating leases were discounted using 5.3% and 5.7% at December 31, 2014 and 2013, respectively. The discount rate reflects our effective interest rate. We monitor the ratio of adjusted debt to capital as we manage our capital structure...

  • Page 35
    ...-term operating lease of our headquarters building for approximately $261 million, drove the increase in cash used in investing activities compared to 2013. Significant investments also were made for new locomotives, freight cars and containers, and capacity and commercial facility projects. Capital...

  • Page 36
    ... 31, 2014, 2013, and 2012: 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 37
    ... at all times during the year), 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 38
    ... a total of $12.6 billion of our common stock since the commencement of our repurchase programs in 2007. The table below represents shares repurchased in 2013 under our previous repurchase program, and shares repurchased in 2014 under the new program. Number of Shares Purchased 2014 2013 7,640...

  • Page 39
    ... of common stock pursuant to our share repurchase program. These debt securities include change-of-control provisions. This offering exhausted our current authority to issue debt securities under our existing shelf registration. On February 5, 2015, the Board of Directors approved proceeding...

  • Page 40
    .... Includes leases for locomotives, freight cars, other equipment, and real estate. Represents total obligations, including interest component of $407 million. Purchase obligations include locomotive maintenance contracts; purchase commitments for fuel purchases, locomotives, ties, ballast, rail, and...

  • Page 41
    ...a material adverse effect on our consolidated financial condition, results of operations, or liquidity. OTHER MATTERS Labor Agreements - Approximately 85% of our 47,201 full-time-equivalent employees are represented by 14 major rail unions. On January 1, 2015, current labor agreements became subject...

  • Page 42
    ... Financial Accounting Standards Board (FASB) ASC 815; therefore, we do not record any ineffectiveness within our Consolidated Financial Statements. As of December 31, 2014 and 2013, we had no interest rate fair value hedges outstanding. Interest Rate Cash Flow Hedges - We report changes in the fair...

  • Page 43
    ...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 44
    ... number of lawsuits in which current and former employees and other parties allege exposure to asbestos. We assess our potential liability using a statistical analysis of resolution costs for asbestos-related claims. This liability is updated annually and excludes future defense and processing costs...

  • Page 45
    ... 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 46
    ... 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 47
    ...to measure net periodic pension and OPEB cost/(benefit) for 2014 and the estimated impact on 2014 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...

  • Page 48
    ...decrease in discount rate 0.25% increase in compensation scale 0.25% decrease in expected return on plan assets 1% increase in health care cost trend rate Increase in Expense Pension OPEB $ $ $ 9 6 8 N/A $ 1 N/A N/A 2 $ The following table presents the net periodic pension and OPEB cost for the...

  • Page 49
    information. To the extent circumstances require or we deem it otherwise necessary, we will update or amend these risk factors in a Form 10-Q, Form 8-K or subsequent Form 10-K. All forward-looking statements are qualified by, and should be read in conjunction with, these Risk Factors. Forward-...

  • Page 50
    ... Financial Statements Report of Independent Registered Public Accounting Firm ...Consolidated Statements of Income For the Years Ended December 31, 2014, 2013, and 2012 ...Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2014, 2013, and 2012 ...Consolidated Statements...

  • Page 51
    ... PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Union Pacific Corporation Omaha, Nebraska We have audited the accompanying consolidated statements of financial position of Union Pacific Corporation and Subsidiary Companies (the "Corporation") as of December 31, 2014 and 2013...

  • Page 52
    ... 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 and materials Depreciation Equipment...

  • Page 53
    ..., respectively Paid-in-surplus Retained earnings Treasury stock Accumulated other comprehensive loss (Note 10) Total common shareholders' equity Total liabilities and common shareholders' equity The accompanying notes are an integral part of these Consolidated Financial Statements. 2014 2013...

  • Page 54
    ... 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. 2014 $ 5,180 $ 2013 4,388 $ 2012...

  • Page 55
    ...repurchases (Note 19) Cash dividends declared ($1.48 per share) Balance at December 31, 2013 Net income Other comp. loss Conversion, stock option exercises, forfeitures, and other Share repurchases (Note 19) Cash dividends declared ($1.91 per share) Balance at December 31, 2014 Total $ 18,578 3,943...

  • Page 56
    ...: Millions Agricultural Products Automotive Chemicals Coal Industrial Products Intermodal Total freight revenues Other revenues Total operating revenues 2014 3,777 2,103 3,664 4,127 4,400 4,489 22,560 1,428 23,988 2013 3,276 2,077 3,501 3,978 3,822 4,030 20,684 1,279 21,963 2012 3,280 1,807 3,238...

  • Page 57
    ... market data. We have applied fair value measurements to our pension plan assets and short- and long-term debt. Stock-Based Compensation - We have several stock-based compensation plans employees and non-employee directors receive stock options, nonvested retention nonvested stock units. We refer to...

  • Page 58
    ...associated with these benefits, we must make various assumptions including discount rates used to value certain liabilities, expected return on plan assets used to fund these expenses, compensation increases, employee turnover rates, anticipated mortality rates, and expected future health care costs...

  • Page 59
    ... director received annually an option to purchase at fair value a number of shares of our common stock, not to exceed 20,000 shares during any calendar year, determined by dividing 60,000 by 1/3 of the fair market value of one share of our common stock on the date of such Board of Directors meeting...

  • Page 60
    ... fair value of options granted $ 2014 1.6% 2.1% 5.2 30.0% 20.18 $ 2013 0.8% 2.1% 5.0 36.2% 17.49 $ 2012 0.8% 2.1% 5.3 36.8% 15.65 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...

  • Page 61
    ...- In February 2014, 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 2012 and February 2013, including using annual return on invested capital (ROIC) as...

  • Page 62
    ... 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 premiums are paid. Funded Status We are required by GAAP to...

  • Page 63
    ...by the Society of Actuaries in October 2014 and lower discount rates. Pre-tax amounts recognized in accumulated other comprehensive income/(loss) as of December 31, 2014 and 2013 consist of: 2014 Millions Prior service (cost)/credit Net actuarial loss Total Pension $ (1,727) $ (1,727) OPEB $ 17 (148...

  • Page 64
    ...Percentages Discount rate Compensation increase Health care cost trend rate (employees under 65) Ultimate health care cost trend rate Year ultimate trend rate reached Expense Both pension and OPEB expense are determined based upon the annual service cost of benefits (the actuarial cost of benefits...

  • Page 65
    ...% 100% Equity securities Debt securities Real estate Commodities Total Target Allocation 2015 60% to 70% 20% to 30% 2% to 8% 4% to 6% The investment strategy for pension plan assets is to maintain a broadly diversified portfolio designed to achieve our target average long-term rate of return of...

  • Page 66
    ... companies, and other methods. The fair value recorded by the Plan is calculated using the net asset value (NAV) per share, which is derived from the valuation method described here. The Plan's holdings of limited partnership interests are classified as Level 3 investments. Real Estate Partnerships...

  • Page 67
    ...: Temporary cash investments Registered investment companies Federal government securities Bonds & debentures Corporate stock Venture capital and buyout partnerships Real estate partnerships Common trust and other funds Total plan assets at fair value Other assets [a] Total plan assets Significant...

  • Page 68
    ...: Temporary cash investments Registered investment companies Federal government securities Bonds & debentures Corporate stock Venture capital and buyout partnerships Real estate partnerships Common trust and other funds Total plan assets at fair value Other assets [a] Total plan assets Significant...

  • Page 69
    ... 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 $52 million in 2014, $57 million in 2013, and $62 million in 2012. 7. Other Income Other income...

  • Page 70
    ... 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 deferred taxes Non-current portion of deferred taxes Net deferred income tax liability $ $ $ $ 2014 $ (15,173...

  • Page 71
    ... and penalties were $6 million at both December 31, 2014 and 2013. Total interest and penalties recognized as part of income tax expense (benefit) were $9 million for 2014, $7 million for 2013, and $(4) million for 2012. Internal Revenue Service (IRS) examinations have been completed and settled for...

  • Page 72
    ... income/(loss) reclassification components are 1) prior service cost/(benefit) and 2) net actuarial loss which are both included in the computation of net periodic pension cost. See Note 6 Retirement Plans for additional details. 11. Accounts Receivable Accounts receivable includes freight...

  • Page 73
    ... Millions, Except Estimated Useful Life As of December 31, 2014 Land Road: Rail and other track material Ties Ballast Other roadway [a] Total road Equipment: Locomotives Freight cars Work equipment and other Total equipment Technology and other Construction in progress Total [a] Cost $ 5,194 14,588...

  • Page 74
    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 equipment and other Total equipment Technology and other Construction in progress Total [a] Cost $ 5,120 13,861 ...

  • Page 75
    ... operating efficiency are capitalized. These costs are allocated using appropriate statistical bases. Total expense for repairs and maintenance incurred was $2.4 billion for 2014, $2.3 billion for 2013, and $2.1 billion for 2012. Assets held under capital leases are recorded at the lower of the net...

  • Page 76
    ... ended December 31, 2014, 2013, and 2012. 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 debt securities. All of the...

  • Page 77
    ..., 2014, and 2013, 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...

  • Page 78
    ... of common stock pursuant to our share repurchase program. These debt securities include change-of-control provisions. This offering exhausted our current authority to issue debt securities under our existing shelf registration. On February 5, 2015, the Board of Directors approved proceeding...

  • Page 79
    ... and operate the assets based on contractual obligations within the lease arrangements, which set specific guidelines consistent within the railroad industry. As such, we have no control over activities that could materially impact the fair value of the leased assets. We do not hold the power...

  • Page 80
    .... The future minimum lease payments associated with the VIE leases totaled $3.0 billion as of December 31, 2014. 17. Leases We lease certain locomotives, freight cars, and other property. The Consolidated Statements of Financial Position as of December 31, 2014 and 2013 included $2,454 million...

  • Page 81
    ... number of lawsuits in which current and former employees and other parties allege exposure to asbestos. We assess our potential liability using a statistical analysis of resolution costs for asbestos-related claims. This liability is updated annually and excludes future defense and processing costs...

  • Page 82
    ... 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 83
    ... are engaged in a proceeding to resolve the fair market rent payable to UPRR 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 Morgan Operating L.P. "D" Kinder Morgan G.P., Inc., et al...

  • Page 84
    ... Quarterly Data (Unaudited) Millions, Except Per Share Amounts 2014 Operating revenues Operating income Net income Net income per share: Basic Diluted Millions, Except Per Share Amounts 2013 Operating revenues Operating income Net income Net income per share: Basic Diluted $ Mar. 31 5,290 1,633...

  • Page 85
    ... communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Additionally, the CEO and CFO determined that there were no changes to the Corporation's internal control over financial reporting (as defined in Exchange Act Rules 13a-15...

  • Page 86
    ... 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 87
    ... also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2014, of the Corporation and our report dated February 6, 2015 expressed...

  • Page 88
    ...Upon Termination or Change in Control and Director Compensation in Fiscal Year 2014 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...

  • Page 89
    ...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, 2014: Column (a) Column (b) Column (c) Number of securities remaining available...

  • Page 90
    ... 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 93. The exhibits include management contracts, compensatory plans and arrangements required to be filed as exhibits to the Form 10-K by Item...

  • Page 91
    ... M. Fritz, President and Chief Executive Officer Union Pacific Corporation Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, th on this 6 day of February, 2015, by the following persons on behalf of the registrant and in the capacities indicated...

  • Page 92
    ... and 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 2014 $ 23 5 (7) 21 $ 2013 37 (4) (10) 23 $ 2012 50 (1) (12) 37 $ $ $ $ $ $ 5 16 21 702 256 (201) 757...

  • Page 93
    ... from Union Pacific Corporation's Annual Report on Form 10-K for the year ended December 31, 2014 (filed with the SEC on February 6, 2015), is formatted in XBRL and submitted electronically herewith: (i) Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012, (ii...

  • Page 94
    ...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 95
    ... Compensation Plan (409A Non-Grandfathered Component) of Union Pacific Corporation, as amended December 17, 2013, is incorporated herein by reference to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2013. 1992 Restricted Stock Plan for Non-Employee Directors of Union...

  • Page 96
    ... Report on Form 10-K for the year ended December 31, 2011. Form of 2013 Long Term Plan Stock Unit Agreement is incorporated herein by reference to Exhibit 10(a) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2012. Form of 2014 Long Term Plan Stock Unit Agreement...

  • Page 97
    ... of debt discount Portion of rentals representing an interest factor Total fixed charges Earnings available for fixed charges: Net income Equity earnings net of distributions Income taxes Fixed charges Earnings available for fixed charges Ratio of earnings to fixed charges 2014 2013 2012 2011 2010...

  • Page 98
    Exhibit 21 SIGNIFICANT SUBSIDIARIES OF UNION PACIFIC CORPORATION Name of Corporation Union Pacific Railroad Company ...Southern Pacific Rail Corporation ...State of Incorporation Delaware Utah 98

  • Page 99
    ... 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 year ended December 31, 2014. Omaha, Nebraska February 6, 2015 99

  • Page 100
    ...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 101
    ... the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to...

  • Page 102
    ... the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to...

  • Page 103
    ... the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. By: /s/ Lance M. Fritz Lance M. Fritz President and Chief Executive Officer Union Pacific Corporation...