Form 10-K - Union Pacific

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10(k) 10(l) 10(m) 10(n) 10(o) 10(p) 10(q) Union Pacific Corporation 2000 Directors Plan, effective as of April 21, 2000, as amended November 16, 2006, January 30, 2007 and January 1, 2009 is incorporated herein by reference to Exhibit 10(j) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008. Union Pacific Corporation Stock Unit Grant and Deferred Compensation Plan for the Board of Directors (409A Non-Grandfathered Component), effective as of January 1, 2009 is incorporated herein by reference to Exhibit 10(k) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008. Union Pacific Corporation Stock Unit Grant and Deferred Compensation Plan for the Board of Directors (409A Grandfathered Component), as amended and restated in its entirety, effective as of January 1, 2009 is incorporated herein by reference to Exhibit 10(l) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008. Union Pacific Corporation Key Employee Continuity Plan, dated as of November 16, 2000, as amended and restated effective as of January 1, 2009, as amended February 3, 2011, is incorporated herein by reference to Exhibit 10(e) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010. 2008 Long Term Plan Amended and Restated Stock Unit Agreement is incorporated herein by reference to Exhibit 10(q) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008. The 1993 Stock Option and Retention Stock Plan of UPC, as amended November 16, 2006, is incorporated herein by reference to Exhibit 10 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007. UPC 2001 Stock Incentive Plan, as amended November 16, 2006, is incorporated herein by reference to Exhibit 10(e) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006. 10(r) 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 herein by reference to Annex J to the Joint Proxy Statement/Prospectus included in Post-Effective Amendment No. 2 to UPC’s Registration Statement on Form S-4 (No. 33-64707). 10(s) 10(t) Agreement, dated September 25, 1995, among UPC, UPRR, Missouri Pacific Railroad Company (MPRR), SP, Southern Pacific Transportation Company (SPT), The Denver & Rio Grande Western Railroad Company (D&RGW), St. Louis Southwestern Railway Company (SLSRC) and SPCSL Corp. (SPCSL), on the one hand, and Burlington Northern Railroad Company (BN) and The Atchison, Topeka and Santa Fe Railway Company (Santa Fe), on the other hand, is incorporated by reference to Exhibit 10.11 to UPC’s Registration Statement on Form S-4 (No. 33-64707). Supplemental Agreement, dated November 18, 1995, between UPC, UPRR, MPRR, SP, SPT, D&RGW, SLSRC and SPCSL, on the one hand, and BN and Santa Fe, on the other hand, is incorporated herein by reference to Exhibit 10.12 to UPC’s Registration Statement on Form S-4 (No. 33-64707). 10(u) The Pension Plan for Non-Employee Directors of UPC, as amended January 25, 1996, is incorporated herein by reference to Exhibit 10(w) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 1995. 94
10(v) 10(w) 10(x) 10(y) 10(z) 10(aa) 10(bb) 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 herein by reference to Exhibit 10(a) to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. Form of 2009 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, 2008. Form of 2010 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, 2009. Form of Non-Qualified Stock Option Agreement for Directors is incorporated herein by reference to Exhibit 10(d) to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. Form of Non-Qualified Stock Option Agreement for Executives is incorporated herein by reference to Exhibit 10(c) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005. Executive Incentive Plan (2005) – Deferred Compensation Program, dated December 21, 2005 is incorporated herein by reference to Exhibit 10(g) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005. 99 U.S. $1,800,000,000 4-year revolving credit agreement, dated as of May 25, 2011, is incorporated herein by reference to Exhibit 99(a) to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. 95
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(Mark One) [X] UNITED STATES SECURI
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February 3, 2012 Fellow Shareholder
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PART I Item 1. Business GENERAL Uni
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goods, lumber and other miscellaneo
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Partnership Against Terrorism, a pa
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and liquidity. Additionally, any fu
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that meet our specifications. Rail
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Annual Lifts Top 10 Intermodal Term
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including sites on the Superfund Na
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Executive Officers of the Registran
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Five-Year Performance Comparison -
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Item 7. Management’s Discussion a
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Positive Train Control - In respons
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Agricultural Products - Fuel surcha
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Intermodal - Fuel surcharge gains,
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Purchased Services and Materials -
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2011, effectively handling the 3% i
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LIQUIDITY AND CAPITAL RESOURCES As
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Credit Facilities - During the seco
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The following table lists the outst
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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 and 88: Item 9B. Other Information None. PA
Page 89 and 90: Item 15. Exhibits, Financial Statem
Page 91 and 92: SCHEDULE II - VALUATION AND QUALIFY
Page 93: 3(b) 4(a) 4(b) 4(c) By-Laws of UPC,
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
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Form 10-K - Union Pacific

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