Form 10-K - Union Pacific

More documents

Recommendations

Info

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information as to the number of shares of our equity securities beneficially owned by each of our directors and nominees for director, our named executive officers, our directors and executive officers as a group, and certain beneficial owners is set forth in the Security Ownership of Certain Beneficial Owners and Management segment of the Proxy Statement and is incorporated herein by reference. The following table summarizes the equity compensation plans under which UPC common stock may be issued as of December 31, 2011: Plan Category Equity compensation plans approved by security holders Column (a) Column (b) Column (c) Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) 8,826,830 [1] $ 52.15 [2] 32,374,343 Total 8,826,830 $ 52.15 32,374,343 [1] Includes 1,785,213 retention units that do not have an exercise price. Does not include 2,000,187 retention shares that have been issued and are outstanding. [2] Does not include the retention units or retention shares described above in footnote 1. Item 13. Certain Relationships and Related Transactions and Director Independence Information on related transactions is set forth in the Certain Relationships and Related Transactions and Compensation Committee Interlocks and Insider Participation segments of the Proxy Statement and is incorporated herein by reference. We do not have any relationship with any outside third party that would enable such a party to negotiate terms of a material transaction that may not be available to, 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 the fees billed by our independent registered public accounting firm and the nature of services comprising the fees for each of the two most recent fiscal years in each of the following categories: (i) audit fees, (ii) audit-related fees, (iii) tax fees, and (iv) all other fees, is set forth in the Independent Registered Public Accounting Firm’s Fees and Services segment of the Proxy Statement and is incorporated herein by reference. Information concerning our Audit Committee’s policies and procedures pertaining to pre-approval of audit and non-audit services rendered by our independent registered public accounting firm is set forth in the Audit Committee segment of the Proxy Statement and is incorporated herein by reference. 88
Item 15. Exhibits, Financial Statement Schedules PART IV (a) Financial Statements, Financial Statement Schedules, and Exhibits: (1) Financial Statements The financial statements filed as part of this filing are listed on the index to the Financial Statements and Supplementary Data, Item 8, on page 50. (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 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 92. The exhibits include management contracts, compensatory plans and arrangements required to be filed as exhibits to the Form 10-K by Item 601 (10) (iii) of Regulation S-K. 89
Page 1 and 2:
(Mark One) [X] UNITED STATES SECURI
Page 3 and 4:
February 3, 2012 Fellow Shareholder
Page 5 and 6:
PART I Item 1. Business GENERAL Uni
Page 7 and 8:
goods, lumber and other miscellaneo
Page 9 and 10:
Partnership Against Terrorism, a pa
Page 11 and 12:
and liquidity. Additionally, any fu
Page 13 and 14:
that meet our specifications. Rail
Page 15 and 16:
Annual Lifts Top 10 Intermodal Term
Page 17 and 18:
including sites on the Superfund Na
Page 19 and 20:
Executive Officers of the Registran
Page 21 and 22:
Five-Year Performance Comparison -
Page 23 and 24:
Item 7. Management’s Discussion a
Page 25 and 26:
Positive Train Control - In respons
Page 27 and 28:
Agricultural Products - Fuel surcha
Page 29 and 30:
Intermodal - Fuel surcharge gains,
Page 31 and 32:
Purchased Services and Materials -
Page 33 and 34:
2011, effectively handling the 3% i
Page 35 and 36:
LIQUIDITY AND CAPITAL RESOURCES As
Page 37 and 38: Credit Facilities - During the seco
Page 39 and 40: The following table lists the outst
Page 41 and 42: Amount of Commitment Expiration per
Page 43 and 44: estimated, we have recorded a liabi
Page 45 and 46: compensation of claimants; and ther
Page 47 and 48: For retirements of depreciable rail
Page 49 and 50: information. To the extent circumst
Page 51 and 52: REPORT OF INDEPENDENT REGISTERED PU
Page 53 and 54: CONSOLIDATED STATEMENTS OF FINANCIA
Page 55 and 56: CONSOLIDATED STATEMENTS OF CHANGES
Page 57 and 58: Investments - Investments represent
Page 59 and 60: does not change the items which mus
Page 61 and 62: Retention Awards - The fair value o
Page 63 and 64: Amounts recognized in the statement
Page 65 and 66: Assumed health care cost trend rate
Page 67 and 68: multiples to private company cash f
Page 69 and 70: Other Retirement Programs 401(k)/Th
Page 71 and 72: A reconciliation of changes in unre
Page 73 and 74: Receivables Securitization Facility
Page 75 and 76: which all items with similar charac
Page 77 and 78: hedges using the short-cut method;
Page 79 and 80: dividends to our shareholders. The
Page 81 and 82: 17. Commitments and Contingencies A
Page 83 and 84: environmental remediation. Current
Page 85 and 86: MANAGEMENT’S ANNUAL REPORT ON INT
Page 87: Item 9B. Other Information None. PA
Page 91 and 92: SCHEDULE II - VALUATION AND QUALIFY
Page 93 and 94: 3(b) 4(a) 4(b) 4(c) By-Laws of UPC,
Page 95 and 96: 10(v) 10(w) 10(x) 10(y) 10(z) 10(aa
Page 97 and 98: Exhibit 21 SIGNIFICANT SUBSIDIARIES
Page 99 and 100: Exhibit 24 UNION PACIFIC CORPORATIO
Page 101 and 102: Exhibit 31(b) CERTIFICATION OF PRIN
show all

Form 10-K - Union Pacific

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?