Form 10-K - Union Pacific

The redemptions resulted in an early extinguishment charge of $5 million. On March 22, 2010, we
redeemed $175 million of our 6.5% notes due April 15, 2012. The redemption resulted in an early
extinguishment charge of $16 million in the first quarter of 2010. On November 1, 2010, we redeemed all
$400 million of our outstanding 6.65% notes due January 15, 2011. The redemption resulted in a $5
million early extinguishment charge.
Receivables Securitization Facility – As of December 31, 2011 and 2010, we have recorded $100
million as secured debt under our receivables securitization facility. (See further discussion of our
receivables securitization facility in Note 10).
15. Variable Interest Entities
We have entered into various lease transactions in which the structure of the leases contain variable
interest entities (VIEs). These VIEs were created solely for the purpose of doing lease transactions
(principally involving railroad equipment and facilities, including our headquarters building) and have no
other activities, assets or liabilities outside of the lease transactions. Within these lease arrangements,
we have the right to purchase some or all of the assets at fixed prices. Depending on market conditions,
fixed-price purchase options available in the leases could potentially provide benefits to us; however,
these benefits are not expected to be significant.
We maintain 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 to
direct the activities of the VIEs and, therefore, do not control the ongoing activities that have a significant
impact on the economic performance of the VIEs. Additionally, we do not have the obligation to absorb
losses of the VIEs or the right to receive benefits of the VIEs that could potentially be significant to the
VIEs.
We are not considered to be the primary beneficiary and do not consolidate these VIEs because our
actions and decisions do not have the most significant effect on the VIE’s performance and our fixed-price
purchase price options are not considered to be potentially significant to the VIE’s. The future minimum
lease payments associated with the VIE leases totaled $3.9 billion as of December 31, 2011.
16. Leases
We lease certain locomotives, freight cars, and other property. The Consolidated Statement of Financial
Position as of December 31, 2011 and 2010 included $2,458 million, net of $915 million of accumulated
depreciation, and $2,520 million, net of $901 million of accumulated depreciation, respectively, for
properties held under capital leases. A charge to income resulting from the depreciation for assets held
under capital leases is included within depreciation expense in our Consolidated Statements of Income.
Future minimum lease payments for operating and capital leases with initial or remaining non-cancelable
lease terms in excess of one year as of December 31, 2011, were as follows:
Millions
Operating
Leases
Capital
Leases
2012 $ 525 $ 297
2013 489 269
2014 415 276
2015 372 276
2016 347 262
Later years 2,380 1,179
Total minimum lease payments $ 4,528 $ 2,559
Amount representing interest N/A (685)
Present value of minimum lease payments N/A $ 1,874
The majority of capital lease payments relate to locomotives. Rent expense for operating leases with
terms exceeding one month was $637 million in 2011, $624 million in 2010, and $686 million in 2009.
When cash rental payments are not made on a straight-line basis, we recognize variable rental expense
on a straight-line basis over the lease term. Contingent rentals and sub-rentals are not significant.
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