WASHINGTON, D.C. 20549 FORM 10-K - Union Pacific

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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-K(Mark One)[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2013OR[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the transition period from toCommission File Number 1-6075UNION PACIFIC CORPORATION(Exact name of registrant as specified in its charter)UTAH13-2626465(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification 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 ClassCommon Stock (Par Value 2.50 per share)Name of each exchange on which registeredNew York Stock Exchange, Inc. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe 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 theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. YesNo 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 wasrequired to submit and post such files). YesNo Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of thischapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, 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 filerNon-accelerated filerSmaller reporting companyIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes NoAs of June 28, 2013, the aggregate market value of the registrant’s Common Stock held by non-affiliates (using theNew 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.

Documents Incorporated by Reference – Portions of the registrant’s definitive Proxy Statement for theAnnual Meeting of Shareholders to be held on May 15, 2014, are incorporated by reference into Part III ofthis report. The registrant’s Proxy Statement will be filed with the Securities and Exchange Commissionpursuant to Regulation 14A.UNION PACIFIC CORPORATIONTABLE OF CONTENTSCEO’s Letter .Directors and Senior Management .34PART IItem 1.Item 1A.Item 1B.Item 2.Item 3.Item 4.Business .Risk Factors .Unresolved Staff Comments .Properties.Legal Proceedings .Mine Safety Disclosures .Executive Officers of the Registrant and Principal ExecutiveOfficers of Subsidiaries.5101314171819PART IIItem 5.Item 6.Item 7.Item 7A.Item 8.Item 9.Item 9A.Item 9B.Market for the Registrant’s Common Equity, RelatedStockholder Matters, and Issuer Purchases of Equity Securities .Selected Financial Data .Management’s Discussion and Analysis of FinancialCondition and Results of Operations .Critical Accounting Policies .Cautionary Information .Quantitative and Qualitative Disclosures About Market Risk .Financial Statements and Supplementary Data .Report of Independent Registered Public Accounting Firm .Changes in and Disagreements with Accountants onAccounting and Financial Disclosure .Controls and Procedures .Management’s Annual Report on Internal Control OverFinancial Reporting.Report of Independent Registered Public Accounting Firm .Other Information .20222341464748498383848586PART IIIItem 10.Item 11.Item 12.Item 13.Item 14.Directors, Executive Officers, and Corporate Governance .Executive Compensation .Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters .Certain Relationships and Related Transactions andDirector Independence .Principal Accountant Fees and Services.8686878787PART IVItem 15.Exhibits, Financial Statement Schedules .Signatures .Certifications .2888999

February 7, 2014Fellow Shareholders:2013 was another tremendous year for Union Pacific, with our overall financial performance exceeding allprevious milestones. The year was a testament to the strength and diversity of our franchise and thededication and commitment of our employees. We achieved record earnings of 9.42 per share, drivenby a best-ever operating ratio of 66.1 percent. As a result, our return on invested capital* of 14.7 percentalso hit an all-time high, while free cash flow* exceeded the 2 billion mark. Shareholders were rewardedwith increased financial returns, including a 19 percent increase in dividends declared per sharecompared to 2012 and 2.2 billion in share repurchases, up 50 percent from 2012. UP’s stock pricereached new highs in 2013, increasing 34 percent, and outpaced the S&P 500 by 4 percentage points.Despite the challenges from a significantly weaker coal market and the carry-over impact of the 2012drought on our grain shipments, other markets within our diverse portfolio of business, includingautomotive, base chemicals, shale-related moves, construction-related shipments, and domesticintermodal traffic were positive. Operationally, we successfully managed the shifts in business mix,improved network efficiency and fluidity, and operated a safe railroad.Excellent service is the key to our future success. It provides the value that attracts and retains ourcustomers, supports our pricing initiatives, and improves resource utilization. It also demonstrates thepower of our value proposition to new customers that are looking for viable transportation alternatives.But, above all, it is our unrelenting focus on safety that serves as the foundation for everything we do.With our Total Safety Culture and The UP Way instilled throughout the Company, employee injuries hit anear-record low in 2013. We’re proud of the significant improvement we’ve made, lowering our personalinjury rate more than 45 percent over the past decade. As proud as we are of these results, the mostimportant numbers are zero fatalities and zero injuries, which is our ultimate goal.Our capital investments play a critical role in meeting the long-term demand for freight transportation inthe U.S. In 2013, we invested 3.6 billion across our network. Over half was spent on replacing andhardening our infrastructure to further enhance safety and reliability. The balance was invested toincrease customer value, support business growth, and continue development of Positive Train Control(PTC), a federally mandated program. Although we achieved best-ever financial returns to support theseinvestments, our returns must continue to improve to support higher asset replacement costs and oursafety, service, and growth initiatives.In an evolving marketplace, our diverse franchise is unparalleled in the industry today. Supporting sixstrong business groups, it remains an absolute core strength of Union Pacific. An increasing U.S.population base will stimulate long-term growth for many of the goods we carry. To meet this growingdemand, we anticipate continued opportunities to convert freight from the highway, supported by ourintegrated network, competitive service offerings, and environmental advantages. Global populationgrowth will also stimulate world food demand. Union Pacific plays a vital role in the supply chains fordomestic and export grain, supporting our country’s position as the top global corn producer.With a resurging chemical industry fueled by low natural gas prices and continued strength in theconstruction and housing markets, Union Pacific’s manifest network is well positioned to meet thegrowing demand for various chemical and industrial products. In addition, UP is the only railroad thatserves all six major gateways to Mexico. We are in an excellent position to benefit from economic growthin that country. Union Pacific currently touches more than two-thirds of the goods moving cross-border byrail and is uniquely poised to accommodate forecasted growth in Mexico automotive production andmanufacturing activity.We will build on these strengths and opportunities for profitable growth in the future, while continuing ourunrelenting focus on both safety and service for our customers. We strongly believe in the power andpotential of the Union Pacific franchise to drive even greater performance on all fronts and increaseshareholder returns in the years to come.President & Chief Executive Officer3*See Item 7 of this report for reconciliations to U.S. GAAP.

DIRECTORS AND SENIOR MANAGEMENTBOARD OF DIRECTORSAndrew H. Card, Jr.Executive Director of theOffice of the Provost andVice President of AcademicAffairs,Texas A&M UniversityJudith Richards HopeThomas F. McLarty IIIEmerita Professor of Law andDistinguished Visitor from PracticeGeorgetown University Law CenterPresidentMcLarty AssociatesBoard Committees: Audit, FinanceBoard Committees: CorporateGovernance and Nominating,FinanceErroll B. Davis, Jr.John J. KoraleskiSuperintendentAtlanta Public SchoolsSteven R. RogelBoard Committees: Compensationand Benefits (Chair), CorporateGovernance and NominatingPresident andChief Executive OfficerUnion Pacific Corporation andChief Executive OfficerUnion Pacific Railroad CompanyThomas J. DonohueCharles C. KrulakPresident andChief Executive OfficerU.S. Chamber of CommerceBoard Committees: Compensationand Benefits, Corporate Governanceand NominatingArchie W. DunhamRetired ChairmanConocoPhillipsBoard Committees: CorporateGovernance and Nominating,FinanceBoard Committees: Compensationand Benefits, Corporate Governanceand NominatingGeneral, USMC, Ret.PresidentBirmingham – Southern CollegeBoard Committees: Audit, FinanceRetired ChairmanWeyerhaeuser CompanyLead Independent DirectorBoard Committees: Compensationand Benefits, Corporate Governanceand Nominating (Chair)Jose H. VillarrealAdvisorAkin, Gump, Strauss, Hauer &Feld, LLPBoard Committees: Audit,Compensation and BenefitsMichael R. McCarthyChairmanMcCarthy Group, LLCBoard Committees: Audit,Finance (Chair)James R. YoungChairmanUnion Pacific Corporation andUnion Pacific Railroad CompanyMichael W. McConnellGeneral Partner andFormer Managing PartnerBrown Brothers Harriman & Co.Board Committees: Audit (Chair),FinanceSENIOR MANAGEMENTJohn J. KoraleskiPresident andChief Executive OfficerUnion Pacific Corporation andChief Executive OfficerUnion Pacific Railroad CompanyLance M. FritzPresident andChief Operating OfficerUnion Pacific Railroad CompanyEric L. ButlerExecutive Vice PresidentMarketing and SalesUnion Pacific Railroad CompanyDiane K. DurenExecutive Vice President andCorporate SecretaryUnion Pacific CorporationD. Lynn KelleyVice President–Supply andContinuous ImprovementUnion Pacific Railroad CompanyRobert M. Knight, Jr.Executive Vice President–Financeand Chief Financial OfficerUnion Pacific CorporationCameron A. ScottExecutive Vice President –OperationsUnion Pacific Railroad CompanyLynden L. TennisonSenior Vice President andChief Information OfficerUnion Pacific CorporationJoseph E. O’Connor, Jr.Gayla L. ThalVice President–Labor RelationsUnion Pacific Railroad CompanySenior Vice President–Lawand General CounselUnion Pacific CorporationPatrick J. O’MalleyVice President–Taxes and GeneralTax CounselUnion Pacific CorporationJeffrey P. TotusekMichael A. RockRobert W. TurnerVice President–External RelationsUnion Pacific CorporationMary Sanders JonesVice President and TreasurerUnion Pacific Corporation4Vice President and ControllerUnion Pacific CorporationSenior Vice President–Corporate RelationsUnion Pacific Corporation

PART IItem 1. BusinessGENERALUnion Pacific Railroad is the principal operating company of Union Pacific Corporation. One of America'smost recognized companies, Union Pacific Railroad links 23 states in the western two-thirds of thecountry by rail, providing a critical link in the global supply chain. The Railroad’s diversified business mixincludes Agricultural Products, Automotive, Chemicals, Coal, Industrial Products and Intermodal. UnionPacific serves many of the fastest-growing U.S. population centers, operates from all major West Coastand Gulf Coast ports to eastern gateways, connects with Canada's rail systems and is the only railroadserving all six major Mexico gateways. Union Pacific provides value to its roughly 10,000 customers bydelivering products in a safe, reliable, fuel-efficient and environmentally responsible manner.Union Pacific Corporation was incorporated in Utah in 1969 and maintains its principal executive officesat 1400 Douglas Street, Omaha, NE 68179. The telephone number at that address is (402) 544-5000.The common stock of Union Pacific Corporation is listed on the New York Stock Exchange (NYSE) underthe symbol “UNP”.For purposes of this report, unless the context otherwise requires, all references herein to “UPC”,“Corporation”, “Company”, “we”, “us”, and “our” shall mean Union Pacific Corporation and its subsidiaries,including Union Pacific Railroad Company, which we separately refer to as “UPRR” or the “Railroad”.Available Information – Our Internet website is www.up.com. We make available free of charge on ourwebsite (under the “Investors” caption link) our Annual Reports on Form 10-K; our Quarterly Reports onForm 10-Q; eXtensible Business Reporting Language (XBRL) documents; our current reports on Form 8K; our proxy statements; Forms 3, 4, and 5, filed on behalf of our directors and certain executive officers;and amendments to such reports filed or furnished pursuant to the Securities Exchange Act of 1934, asamended (the Exchange Act). We provide these reports and statements as soon as reasonablypracticable after such material is electronically filed with, or furnished to, the Securities and ExchangeCommission (SEC). We also make available on our website previously filed SEC reports and exhibits viaa link to EDGAR on the SEC’s Internet site at www.sec.gov. Additionally, our corporate governancematerials, including By-Laws, Board Committee charters, governance guidelines and policies, and codesof conduct and ethics for directors, officers, and employees are available on our website. From time totime, the corporate governance materials on our website may be updated as necessary to comply withrules issued by the SEC and the NYSE or as desirable to promote the effective and efficient governanceof our company. Any security holder wishing to receive, without charge, a copy of any of our SEC filingsor corporate governance materials should send a written request to: Secretary, Union Pacific Corporation,1400 Douglas Street, Omaha, NE 68179.We have included the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) certificationsregarding our public disclosure required by Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits31(a) and (b) to this report.References to our website address in this report, including references in Management’s Discussion andAnalysis of Financial Condition and Results of Operations, Item 7, are provided as a convenience and donot constitute, and should not be deemed, an incorporation by reference of the information contained on,or available through, the website. Therefore, such information should not be considered part of this report.OPERATIONSThe Railroad, along with its subsidiaries and rail affiliates, is our one reportable operating segment.Although we provide revenue by commodity group, we analyze the net financial results of the Railroad asone segment due to the integrated nature of our rail network. Additional information regarding ourbusiness and operations, including revenue and financial information and data and other informationregarding environmental matters, is presented in Risk Factors, Item 1A; Legal Proceedings, Item 3;Selected Financial Data, Item 6; Management’s Discussion and Analysis of Financial Condition andResults of Operations, Item 7; and the Financial Statements and Supplementary Data, Item 8 (whichinclude information regarding revenues, statements of income, and total assets).5

Operations – UPRR is a Class I railroad2013 Freight Revenueoperating in the U.S. We have 31,838 routemiles, linking Pacific Coast and Gulf Coastports with the Midwest and eastern U.S.gateways and providing several corridors tokey Mexican gateways. We serve the westerntwo-thirds of the country and maintaincoordinated schedules with other rail carriersto move freight to and from the Atlantic Coast,the Pacific Coast, the Southeast, theSouthwest, Canada, and Mexico. Export andimport traffic moves through Gulf Coast andPacific Coast ports and across the Mexicanand Canadian borders. Our freight trafficconsists of bulk, manifest, and premiumbusiness. Bulk traffic primarily consists of coal, grain, soda ash, rock and crude oil s

Union Pacific Railroad Company Diane K. Duren Executive Vice President and Corporate Secretary Union Pacific Corporation Union Pacific Corporation Mary Sanders Jones Vice President and Treasurer Union Pacific Corporation D. Lynn Kelley Vice President–Supply and Continuous Improvement Union Pacific Railroad Company Robert M. Knight, Jr.

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