Annual Reports

  • 10-K (Feb 7, 2014)
  • 10-K (Feb 8, 2013)
  • 10-K (Feb 3, 2012)
  • 10-K (Feb 4, 2011)
  • 10-K (Feb 5, 2010)
  • 10-K (Feb 6, 2009)

 
Quarterly Reports

 
8-K

 
Other

Union Pacific 10-K 2011
Form 10-K
Table of Contents

 

 

 

 

 

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, 2010

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

incorporation or organization)

   

(I.R.S. Employer

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

 

Name of each exchange on which registered

Common Stock (Par Value $2.50 per share)

  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.

þ  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            þ  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.

þ  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).

þ  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.  þ

 

 

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   þ        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             þ  No            

As of June 30, 2010, the aggregate market value of the registrant’s Common Stock held by non-affiliates (using the New York Stock Exchange closing price) was $38.3 billion.

The number of shares outstanding of the registrant’s Common Stock as of January 28, 2011 was 491,001,416.

 

 

 

 

 

 


Table of Contents

Documents Incorporated by Reference – Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 5, 2011, are incorporated by reference into Part III of this report. The registrant’s Proxy Statement will be filed with the Securities and Exchange Commission pursuant to Regulation 14A.

UNION PACIFIC CORPORATION

TABLE OF CONTENTS

 

 

Chairman’s Letter

     3   
 

Directors and Senior Management

     4   
PART I   

Item 1.

 

Business

     5   

Item 1A.

 

Risk Factors

     10   

Item 1B.

 

Unresolved Staff Comments

     13   

Item 2.

 

Properties

     13   

Item 3.

 

Legal Proceedings

     16   

Item 4.

 

[Reserved]

     19   
 

Executive Officers of the Registrant and Principal Executive Officers of Subsidiaries

     19   
PART II   

Item 5.

 

Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

     20   

Item 6.

 

Selected Financial Data

     22   

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     23   
 

Critical Accounting Policies

     42   
 

Cautionary Information

     47   

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

     48   

Item 8.

 

Financial Statements and Supplementary Data

     49   
 

Report of Independent Registered Public Accounting Firm

     50   

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

     83   

Item 9A.

 

Controls and Procedures

     83   
 

Management’s Annual Report on Internal Control Over Financial Reporting

     84   
 

Report of Independent Registered Public Accounting Firm

     85   

Item 9B.

 

Other Information

     86   
PART III   

Item 10.

 

Directors, Executive Officers, and Corporate Governance

     86   

Item 11.

 

Executive Compensation

     86   

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

     87   

Item 13.

 

Certain Relationships and Related Transactions and Director Independence

     87   

Item 14.

 

Principal Accountant Fees and Services

     87   
PART IV   

Item 15.

 

Exhibits, Financial Statement Schedules

     88   
 

Signatures

     89   
 

Certifications

     99   

 

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Table of Contents

February 4, 2011

Fellow Shareholders:

As our country and our Company emerged from the shadow of the economic recession, the men and women of Union Pacific demonstrated agility and resiliency to meet the evolving transportation needs of our customers. The result was a break-out performance in 2010 that culminated in a record year.

The actions taken to support our core strategy of safety, service and customer value positioned us to successfully handle growing volumes. With strengthening business demand, our service remained excellent and we achieved many new safety records. Customers gave us their highest satisfaction marks ever, and many rewarded us with new business. They recognize the value of our diverse service offerings and the efficiency we add to their supply chains. In return, we’ve kept our commitment, making strategic investments in infrastructure, facilities, equipment and technology.

These investments further support UP’s commitment to our shareholders to increase profitability and grow financial returns. In 2010, we achieved new financial milestones, including a 70.6 percent operating ratio and a 10.8 percent return on invested capital. We also returned more cash directly to shareholders, increasing the dividend 41 percent and repurchasing nearly $1.25 billion of shares. UP’s stock price reached new highs in 2010, increasing 45 percent and outpacing the S&P 500 by more than 30 points.

With the foundation of a record year as our springboard, we look forward to even greater opportunities to grow our business, with the same commitment to safely serving our customers and increasing our financial returns. One clear opportunity comes from an expanding global economy and greater international demand for freight transportation, which already accounts for almost one third of UP’s revenue base. The growing U.S. population alone is expected to increase freight demand 30 percent over the next 20 years and further crowd our highways. The Department of Transportation recognized that need when it set the goal of developing strategies to attract 50 percent of all shipments 500 miles or greater to intermodal rail. They see what we see every day – America needs more rail.

Our strategic capital investments will help us tap into that future growth potential. This is illustrated by projects such as double tracking our Sunset Corridor, where we are speeding global commerce between Asia and our nation’s growing consumer base. This is a business model that works – invest, grow the business, increase returns and invest again.

Great service, coupled with our logistics expertise and continued investment for the future, enables UP to offer a strong door-to-door value proposition. Through efforts such as the “You’ll Find Us” advertising campaign, customers who never before considered rail are turning to us to coordinate shipments across town, across the country and around the world. Shippers also have a growing appreciation for UP’s “green” profile and our ability to deliver safe, fuel-efficient service.

It’s clear that the opportunity to grow and prosper is well within our reach. This is the mission of the 43,000-plus Union Pacific employees who are “dedicated to serve.” Through innovation, teamwork and some good old-fashioned hard work, we have set a course for growth designed to generate strong financial returns in the years ahead.

LOGO

Chairman, President and

Chief Executive Officer

 

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Table of Contents

DIRECTORS AND SENIOR MANAGEMENT

 

BOARD OF DIRECTORS

Andrew H. Card, Jr.

Consultant and Professional

Speaker

Board Committees: Audit, Finance

 

Erroll B. Davis, Jr.

Chancellor

University System of Georgia

Board Committees: Compensation

and Benefits (Chair), Corporate

Governance and Nominating

 

Thomas J. Donohue

President and

Chief Executive Officer

U.S. Chamber of Commerce

Board Committees: Compensation

and Benefits, Corporate Governance

and Nominating

 

Archie W. Dunham

Retired Chairman

ConocoPhillips

Board Committees: Corporate

Governance and Nominating,

Finance

  

Judith Richards Hope

Distinguished Visitor from Practice

and Professor of Law

Georgetown University Law Center

Board Committees: Audit (Chair),

Finance

 

Charles C. Krulak

General, USMC, Ret.

Former Commandant of the

United States Marine Corps

Board Committees: Audit, Finance

 

Michael R. McCarthy

Chairman

McCarthy Group, LLC

Board Committees: Audit, Finance

 

Michael W. McConnell

General Partner

Brown Brothers Harriman & Co.

Board Committees: Audit,

Finance (Chair)

  

Thomas F. McLarty III

President

McLarty Associates

Board Committees: Compensation

and Benefits, Corporate Governance

and Nominating

 

Steven R. Rogel

Retired Chairman

Weyerhaeuser Company

Board Committees: Compensation

and Benefits, Corporate Governance

and Nominating (Chair)

 

Jose H. Villarreal

Advisor

Akin, Gump, Strauss, Hauer &

Feld, LLP

Board Committees: Compensation

and Benefits, Corporate Governance

and Nominating

 

James R. Young

Chairman, President and

Chief Executive Officer

Union Pacific Corporation and

Union Pacific Railroad Company

     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     

 

SENIOR MANAGEMENT

James R. Young

Chairman, President and

Chief Executive Officer

Union Pacific Corporation and

Union Pacific Railroad Company

 

Charles R. Eisele

Senior Vice President–Strategic

Planning

Union Pacific Corporation

 

Lance M. Fritz

Executive Vice President–

Operations

Union Pacific Railroad Company

 

J. Michael Hemmer

Senior Vice President–Law

and General Counsel

Union Pacific Corporation

 

Mary Sanders Jones

Vice President and Treasurer

Union Pacific Corporation

  

Robert M. Knight, Jr.

Executive Vice President–Finance

and Chief Financial Officer

Union Pacific Corporation

 

John J. Koraleski

Executive Vice President–

Marketing and Sales

Union Pacific Railroad Company

 

Richard R. McClish

Vice President–Continuous

Improvement

Union Pacific Railroad Company

 

Joseph E. O’Connor, Jr.

Vice President–Purchasing

Union Pacific Railroad Company

 

Patrick J. O’Malley

Vice President–Taxes and General

Tax Counsel

Union Pacific Corporation

  

Michael A. Rock

Vice President–External Relations

Union Pacific Corporation

 

Barbara W. Schaefer

Senior Vice President–Human

Resources and Secretary

Union Pacific Corporation

 

Lynden L. Tennison

Senior Vice President and

Chief Information Officer

Union Pacific Corporation

 

Jeffrey P. Totusek

Vice President and Controller

Union Pacific Corporation

 

Robert W. Turner

Senior Vice President–

Corporate Relations

Union Pacific Corporation

 

William R. Turner

Vice President–Labor Relations

Union Pacific Railroad Company

     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     

 

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Table of Contents

PART I

Item 1. Business

GENERAL

Union Pacific Corporation owns one of America’s leading transportation companies. Its principal operating company, Union Pacific Railroad Company, links 23 states in the western two-thirds of the country. Union Pacific Railroad Company serves many of the fastest-growing U.S. population centers and provides Americans with a fuel-efficient, environmentally responsible and safe mode of freight transportation. Union Pacific Railroad Company’s diversified business mix includes Agricultural Products, Automotive, Chemicals, Energy, Industrial Products and Intermodal. Union Pacific Railroad Company emphasizes excellent customer service and offers competitive routes from all major West Coast and Gulf Coast ports to eastern gateways. Union Pacific Railroad Company connects with Canada’s rail systems and is the only railroad serving all six major gateways to Mexico, making it North America’s premier rail franchise.

Union Pacific Corporation was incorporated in Utah in 1969 and maintains its principal executive offices at 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) under the symbol “UNP”.

For purposes of this report, unless the context otherwise requires, all references herein to “UPC”, “Corporation”, “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 our website (under the “Investors” caption link) our Annual Reports on Form 10-K; our Quarterly Reports on Form 10-Q; eXtensible Business Reporting Language (XBRL) documents for our 2009 and 2010 Annual Report on Form 10-K, our 2010 Quarterly Reports on Form 10-Q, and our 2009 Quarterly Reports on Form 10-Q for the second and third quarters; our current reports on Form 8-K; our proxy statements; Forms 3, 4, and 5, filed on behalf of directors and executive officers; and amendments to such reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (SEC). We also make available on our website previously filed SEC reports and exhibits via a link to EDGAR on the SEC’s Internet site at www.sec.gov. Additionally, our corporate governance materials, including By-Laws, 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 and the NYSE or as desirable to promote the effective and efficient governance of our company. Any security holder wishing to receive, without charge, a copy of any of our SEC filings or 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) certifications regarding our public disclosure required by Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits 31(a) and (b) to this report.

References to our website address in this report, including references in Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 7, are provided as a convenience and do not 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.

 

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OPERATIONS

The Railroad, along with its subsidiaries and rail affiliates, is our one reportable operating segment. Although revenue is analyzed by commodity group, we analyze the net financial results of the Railroad as one segment due to the integrated nature of our rail network. Additional information regarding our business and operations, including revenue and financial information and data and other information regarding 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 and Results of Operations, Item 7; and the Financial Statements and Supplementary Data, Item 8 (which include information regarding revenues, statements of income, and total assets).

 

Operations – UPRR is a Class I railroad operating in the U.S. We have 31,953 route miles, linking Pacific Coast and Gulf Coast ports with the Midwest and eastern U.S. gateways and providing several corridors to key Mexican gateways. We serve the western two-thirds of the country and maintain coordinated schedules with other rail carriers to move freight to    and from the Atlantic Coast, the Pacific Coast, the Southeast,  the Southwest, Canada, and Mexico. Export and import traffic moves through Gulf Coast and Pacific Coast ports and across the Mexican and Canadian borders. Our freight traffic consists of bulk, manifest, and premium business. Bulk traffic is primarily coal, grain, rock, or soda ash in unit trains – trains transporting a single commodity from one source to one destination. Manifest traffic is individual carload or less than train-load business, including commodities  such  as  lumber,  steel,  paper,  and  food.  The

  

2010 Freight Revenue

 

LOGO

 

transportation of finished vehicles and intermodal containers is part of our premium business. In 2010, we generated freight revenues totaling $16.1 billion from the following six commodity groups:

Agricultural – Transporting agricultural products generated 19% of our freight revenues in 2010. Included in this commodity group are whole grains, products produced from grains, and food and beverage products, in addition to corn for ethanol production and its by products. With access to most major grain markets, we provide a critical link between the Midwest and western producing areas and export terminals in the Pacific Northwest (the PNW) and Gulf ports, as well as Mexico. Unit trains of grain efficiently shuttle between domestic markets or export terminals and producers. We also serve significant domestic markets, including grain processors, animal feeders, and ethanol producers in the Midwest, West, South, and Rocky Mountain region. Primary food commodities consist of a variety of fresh and frozen fruits and vegetables, dairy products, and beverages, which are moved to major U.S. population centers for distribution and consumption. Express Lane and Produce Unit Train are premium perishable services that compete with the trucking industry by moving fruits and vegetables from the PNW and California to destinations in the East. We transport frozen meat and poultry to the West Coast ports for export, while beverages, primarily beer, enter the U.S. from Mexico.

Automotive – We are the largest automotive carrier west of the Mississippi River, serving vehicle assembly plants and distributing imported vehicles from West Coast ports and Houston. We operate or access 43 vehicle distribution centers covering most major western U.S. cities. In addition to transporting finished vehicles, we provide expedited handling of automotive parts in both boxcars and intermodal containers to several assembly plants. We carry automotive materials bound for assembly plants in Mexico, the U.S., and Canada, and we also transport finished vehicles from manufacturing facilities in Canada and Mexico. In 2010, transportation of finished vehicles and automotive materials accounted for 8% of our freight revenues.

Chemicals – Transporting chemicals provided 15% of our freight revenues in 2010. Our unique franchise enables us to serve the chemical producing areas along the Gulf Coast, as well as the Rocky Mountain region. Two-thirds of the chemicals business consists of industrial chemicals, plastics, and liquid petroleum products. Plastics customers also use our storage-in-transit yards for intermediate storage of plastic resins. Soda ash shipments originate in southwestern Wyoming and California, destined primarily for glass producing markets in the East, the West, and abroad. Fertilizer movements originate primarily in

 

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the Gulf Coast region, as well as the West and Canada, bound for major agricultural users in the Midwest and the western U.S.

Energy – Coal transportation accounted for 22% of our 2010 freight revenues. Our transportation network allows us to transport coal and coke to utilities, industrial facilities, interchange points, and water terminals. Water terminals provide access to the West and Gulf Coasts for export, and rail/barge interchange facilities on the Mississippi and Ohio Rivers and the Great Lakes. We serve mines located in the Southern Powder River Basin (SPRB) of Wyoming, Colorado, Utah, southern Wyoming, and southern Illinois. SPRB coal represents the largest segment of the market, as utilities continue to favor its lower cost and low-sulfur content.

Industrial Products – Our extensive network enables us to move numerous commodities between thousands of origin and destination points throughout North America. Lumber shipments originate primarily in the PNW and Canada for destinations throughout the U.S. for new home construction and repair and remodeling. Commercial and highway construction drives shipments of steel and construction products, consisting of rock, cement, and roofing materials. Paper and consumer goods, as well as furniture and appliances, are shipped to major metropolitan areas for consumers. Nonferrous metals and industrial minerals are moved for industrial manufacturing. In addition, we provide efficient and safe transportation for government entities and waste companies. In 2010, transporting industrial products provided 16% of our freight revenues.

Intermodal – Our intermodal business, which represented 20% of our freight revenues in 2010, includes international and domestic shipments. International business consists of imported or exported container traffic that arrives at, or departs from, West Coast ports via ocean vessel. Domestic business includes domestic container and trailer traffic for major retailers and other U.S. businesses that is usually sold through intermodal marketing companies (primarily shipper agents and consolidators) and truckload carriers.

Seasonality – Some of the commodities we carry have peak shipping seasons, reflecting either or both the nature of the commodity, such as certain agricultural and food products that have specific growing and harvesting seasons, and the demand cycle for the commodity, such as intermodal traffic, which generally has a peak shipping season during the third quarter to meet holiday-related demand for consumer goods during the fourth quarter. The peak shipping seasons for these commodities can vary considerably from year to year depending upon various factors, including the strength of domestic and international economies and currencies and the strength of harvests and market prices of agricultural products. In response to an annual request delivered by the Surface Transportation Board (STB) of the U.S. Department of Transportation (DOT) to all of the Class I railroads operating in the U.S., we issue a publicly available letter during the third quarter detailing our plans for handling traffic during the third and fourth quarters and providing other information requested by the STB.

Working Capital – At December 31, 2010 and 2009, we had a working capital surplus, which in 2010 continued to be the result of our decision in 2009 to maintain additional cash reserves to enhance liquidity in response to uncertain economic conditions. Historically, we have had a working capital deficit, which is common in our industry and does not indicate a lack of liquidity. We maintain adequate resources and, when necessary, have access to capital to meet any daily and short-term cash requirements, and we have 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 rail competitor is Burlington Northern Santa Fe Corporation. Its rail subsidiary, BNSF Railway Company (BNSF), operates parallel routes in many of our main traffic corridors. In addition, we operate in corridors served by other railroads and motor carriers. Motor carrier competition exists for five of our six commodity groups (excluding energy). Because of the proximity of our routes to major inland and Gulf Coast waterways, barges can be particularly competitive, especially for grain and bulk commodities. 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 and barges are able to use public rights-of-way maintained by public entities. Any future improvements or expenditures materially increasing the quality or reducing the costs of these alternative modes of transportation, or legislation releasing motor carriers from their size or weight limitations, could have a material adverse effect on our business.

 

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Key Suppliers – We depend on two key domestic suppliers of high horsepower locomotives. Due to the capital intensive nature of the locomotive manufacturing business and sophistication of this equipment, potential new suppliers face high barriers to entry in this industry. Therefore, if one of these domestic suppliers discontinues manufacturing locomotives for any reason, including insolvency or bankruptcy, we could experience a significant cost increase and risk reduced availability of the locomotives that are necessary to our operations. Additionally, for a high percentage of our rail purchases, we utilize two suppliers (one domestic and one international) that meet our specifications. Rail is critical for both maintenance of our network and replacement and improvement or expansion of our network and facilities. Rail manufacturing also has high barriers to entry, and, if one of those suppliers discontinues operations for any reason, including insolvency or bankruptcy, we could experience cost increases and difficulty obtaining rail.

Employees – Approximately 86% of our 42,884 full-time-equivalent employees are represented by 14 major rail unions. Current labor agreements became subject to modification on January 1, 2010. In January 2010, we began the current round of negotiations with the unions. Existing agreements remain in effect and will continue to remain in effect until new agreements are reached or the Railway Labor Act’s procedures (which include mediation, cooling-off periods, and the possibility of Presidential Emergency Boards and Congressional intervention) are exhausted. Contract negotiations with the various unions generally take place over an extended period of time, and we rarely experience work stoppages during negotiations.

Railroad Security – Operating a safe and secure railroad is first among our critical priorities and is a primary responsibility of all our employees. This emphasis helps us protect the public, our employees, our customers, and operations across our rail network. Our security efforts rely upon a wide variety of measures including employee training, cooperation with our customers, training of emergency responders, and partnerships with numerous federal, state, and local government agencies. While federal law requires us to protect the confidentiality of our security plans designed to safeguard against terrorism and other security incidents, the following provides a general overview of our security initiatives.

UPRR Security Measures – We maintain a comprehensive security plan designed to both deter and to respond to any potential or actual threats as they arise. The plan includes four levels of alert status, each with its own set of countermeasures. We employ our own police force, consisting of more than 225 commissioned and highly-trained officers. Our employees also undergo recurrent security and preparedness training, as well as federally-mandated hazardous materials and security training. We regularly review the sufficiency of our employee training programs to identify ways to increase preparedness and to improve security.

We have an emergency response management center, which operates 24 hours a day. The center receives reports of emergencies, dangerous or potentially dangerous conditions, and other safety and security issues from our employees, the public, and law enforcement and other government officials. In cooperation with government officials, we monitor both threats and public events, and, as necessary, we may alter rail traffic flow at times of concern to minimize risk to communities we serve and our operations. We comply with the hazardous materials routing rules and other requirements imposed by federal law. We also design our operating plan to expedite the movement of hazardous material shipments to minimize the time rail cars remain idle at yards and terminals located in or near major population centers. Additionally, in compliance with new Transportation Security Agency regulations that took effect on April 1, 2009, we deployed new information systems and instructed employees in tracking and documenting the handoff of Rail Security Sensitive Material with customers and interchange partners.

We also have established a number of our own innovative safety and security-oriented initiatives ranging from various investments in technology to The Officer on the Train program, which provides local law enforcement officers with the opportunity to ride with train crews to enhance their understanding of railroad operations and risks.

Cooperation with Federal, State, and Local Government Agencies – We work closely with government agencies ranging from the DOT and the Department of Homeland Security (DHS) to local police departments, fire departments, and other first responders. In conjunction with DOT, DHS, and other railroads, we sponsor Operation Respond, which provides first responders with secure links to electronic railroad resources, including mapping systems, shipment records, and other essential information required by emergency personnel to respond to accidents and other situations. We also participate in the

 

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National Joint Terrorism Task Force, a multi-agency effort established by the U.S. Department of Justice and the Federal Bureau of Investigation to combat and prevent terrorism.

We work with the Coast Guard, U.S. Customs and Border Protection (CBP, formerly the U.S. Customs Service), and the Military Transport Management Command to monitor shipments entering the UPRR rail network at U.S. border crossings and ports. We were the first railroad in the U.S. to be named a partner in CBP’s Customs-Trade Partnership Against Terrorism, a partnership designed to develop, enhance, and maintain effective security processes throughout the global supply chain.

Cooperation with Customers and Trade Associations – Along with other railroads, we work with the American Chemistry Council to train more than 200,000 emergency responders each year. We work closely with our chemical shippers to establish plant security plans, and we continue to take steps to more closely monitor and track hazardous materials shipments. In cooperation with the Federal Railroad Administration (FRA) and other railroads, we are also working to develop additional improvements to tank car design that will further limit the risk of releases of hazardous materials.

GOVERNMENTAL AND ENVIRONMENTAL REGULATION

Governmental Regulation – Our operations are subject to a variety of federal, state, and local regulations, generally applicable to all businesses. (See also the discussion of certain regulatory proceedings in Legal Proceedings, Item 3.)

The operations of the Railroad are also subject to the regulatory jurisdiction of the STB. The STB has jurisdiction over rates charged on certain regulated rail traffic; common carrier service of regulated traffic; freight car compensation; transfer, extension, or abandonment of rail lines; and acquisition of control of rail common carriers. The STB has launched wide-ranging proceedings to explore whether to expand rail regulation; we will actively participate in these proceedings. Additionally, several bills were introduced in the U.S. Senate in early 2011 that would expand the regulatory authority of the STB and could include new antitrust provisions. We are closely monitoring these proposed bills.

The operations of the Railroad also are subject to the regulations of the FRA and other federal and state agencies. On January 12, 2010, the FRA issued final rules governing installation of Positive Train Control (PTC) by the end of 2015. Although still under development, PTC is a collision avoidance technology intended to override locomotive controls and stop a train before an accident. The FRA acknowledged that projected costs will exceed projected benefits by a ratio of about 22 to one. We expect to invest approximately $250 million in the development of PTC during 2011.

DOT, the Occupational Safety and Health Administration, and DHS, along with other federal agencies, have jurisdiction over certain aspects of safety, movement of hazardous materials and hazardous waste, emissions requirements, and equipment standards. On October 16, 2008, President Bush signed the Rail Safety Improvement Act of 2008 into law, which, 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 related employees of the FRA, and increased fines that may be levied against railroads for safety violations. Additionally, various state and local agencies have jurisdiction over disposal of hazardous waste and seek to regulate movement of hazardous materials in areas not preempted by federal law.

Environmental Regulation – We are subject to extensive federal and state environmental statutes and regulations pertaining to public health and the environment. The statutes and regulations are administered and monitored by the Environmental Protection Agency (EPA) and by various state environmental agencies. The primary laws affecting our operations are the Resource Conservation and Recovery Act, regulating the management and disposal of solid and hazardous wastes; the Comprehensive Environmental Response, Compensation, and Liability Act, regulating the cleanup of contaminated properties; the Clean Air Act, regulating air emissions; and the Clean Water Act, regulating waste water discharges.

Information concerning environmental claims and contingencies and estimated remediation costs is set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies – Environmental, Item 7 and Note 17 to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data.

 

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Item 1A. Risk Factors

The information set forth in this Item 1A should be read in conjunction with the rest of the information included in this report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 7, and Financial Statements and Supplementary Data, Item 8.

We Must Manage Fluctuating Demand for Our Services and Network Capacity – If there is significant demand for our services that exceeds the designed capacity of our network, we may experience network difficulties, including congestion and reduced velocity, that could compromise the level of service we provide to our customers. This level of demand may also compound the impact of weather and weather-related events on our operations and velocity. Although we continue to improve our transportation plan, add capacity, and improve operations at our yards and other facilities, we cannot be sure that these measures will fully or adequately address any service shortcomings resulting from demand exceeding our planned capacity. We may experience other operational or service difficulties related to network capacity, dramatic and unplanned increases or decreases of demand for rail service with respect to one or more of our commodity groups, or other events that could have a negative impact on our operational efficiency, any of which could have a material adverse effect on our results of operations, financial condition, and liquidity. In the event that we experience significant reductions of demand for rail services with respect to one or more of our commodity groups, we may experience increased costs associated with resizing our operations, including higher unit operating costs and costs for the storage of locomotives, rail cars, and other equipment; work-force adjustments; and other related activities, which could have a material adverse effect on our results of operations, financial condition, and liquidity.

We Are Subject to Significant Governmental Regulation – We are subject to governmental regulation by a significant number of federal, state, and local authorities covering a variety of health, safety, labor, environmental, economic (as discussed below), and other matters. Many laws and regulations require us to obtain and maintain various licenses, permits, and other authorizations, and we cannot guarantee that we will continue to be able to do so. Our failure to comply with applicable laws and regulations could have a material adverse effect on us. Governments or regulators may change the legislative or regulatory frameworks within which we operate without providing us any recourse to address any adverse effects on our business, including, without limitation, regulatory determinations or rules regarding dispute resolution, business relationships with other railroads, calculation of our cost of capital or other inputs relevant to computing our revenue adequacy, the prices we charge, and costs and expenses. Significant legislative activity in Congress or regulatory activity by the STB could expand regulation of 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, railroad carriers must implement PTC by the end of 2015, which could have a material adverse effect on our ability to make other capital investments. One or more consolidations of Class I railroads could also lead to increased regulation of the rail industry.

We Are Required to Transport Hazardous Materials – Federal laws require railroads, including us, to transport hazardous materials regardless of risk or potential exposure to loss. Any rail accident or other incident or accident on our network, at our facilities, or at the facilities of our customers involving the release of hazardous materials, including toxic inhalation hazard (or TIH) materials such as chlorine, could involve significant costs and claims for personal injury, property damage, and environmental penalties and remediation, which could have a material adverse effect on our results of operations, financial condition, and liquidity.

We May Be Affected by General Economic Conditions – Prolonged severe adverse domestic and global economic conditions or disruptions of financial and credit markets, including the availability of short- and long-term debt financing, may affect the producers and consumers of the commodities we carry and may have a material adverse effect on our access to liquidity and our results of operations and financial condition.

We Face Competition from Other Railroads and Other Transportation Providers – We face competition 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 and barges are able to use public rights-of-way maintained by public entities. Any future improvements or expenditures materially increasing the quality or reducing the cost of alternative modes of transportation, or legislation releasing motor carriers from their size or weight limitations, could have a material adverse effect on our results of operations, financial condition,

 

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and liquidity. Additionally, any future consolidation of the rail industry could materially affect the competitive environment in which we operate.

Strikes or Work Stoppages Could Adversely Affect Our Operations as the Majority of Our Employees Belong to Labor Unions and Labor Agreements – The U.S. Class I railroads are party to collective bargaining agreements with various labor unions. Disputes with regard to the terms of these agreements or our potential inability to negotiate acceptable contracts with these unions could result in, among other things, strikes, work stoppages, slowdowns, or lockouts, which could cause a significant disruption of our operations and have a material adverse effect on our results of operations, financial condition, and liquidity. Additionally, future national labor agreements, or renegotiation of labor agreements or provisions of labor agreements, could compromise our service reliability or significantly increase our costs for health care, wages, and other benefits, which could have a material adverse impact on our results of operations, financial condition, and liquidity.

Severe Weather Could Result in Significant Business Interruptions and Expenditures – As a railroad with a vast network, we are exposed to severe weather conditions and other natural phenomena, including earthquakes, hurricanes, fires, floods, mudslides or landslides, extreme temperatures, and significant precipitation that may cause business interruptions, including line outages on our rail network, that can adversely affect our entire rail network and result in increased costs, increased liabilities, and decreased revenue, which could have a material adverse effect on our results of operations, financial condition, and liquidity.

We Rely on Technology and Technology Improvements in Our Business Operations – We rely on information technology in all aspects of our business. If we do not have sufficient capital to acquire new technology or if we are unable to implement new technology, we may suffer a competitive disadvantage within the rail industry and with companies providing other modes of transportation service, which could have a material adverse effect on our results of operations, financial condition, and liquidity. Additionally, if we experience significant disruption or failure of one or more of our information technology systems, including computer hardware, software, and communications equipment, we could experience a service interruption, safety failure, security breach, or other operational difficulties, which could have a material adverse impact on our results of operations, financial condition, and liquidity.

We May Be Subject to Various Claims and Lawsuits That Could Result in Significant Expenditures – As a railroad with operations in densely populated urban areas and other cities and a vast rail network, we are exposed to the potential for various claims and litigation related to labor and employment, personal injury, property damage, environmental liability, and other matters. Any material changes to litigation trends or a catastrophic rail accident or series of accidents involving any or all of property damage, personal injury, and environmental liability could have a material adverse effect on our results of operations, financial condition, and liquidity.

The Availability of Qualified Personnel Could Adversely Affect Our Operations – Changes in demographics, training requirements, and the availability of qualified personnel could negatively affect our ability to meet demand for rail service. Unpredictable increases in demand for rail services and a lack of network fluidity may exacerbate such risks, which could have a negative impact on our operational efficiency and otherwise have a material adverse effect on our results of operations, financial condition, and liquidity.

We Are Subject to Significant Environmental Laws and Regulations – Due to the nature of the railroad business, our operations are subject to extensive federal, state, and local environmental laws and regulations concerning, among other things, emissions to the air; discharges to waters; handling, storage, transportation, and disposal of waste and other materials; and hazardous material or petroleum releases. We generate and transport hazardous and non-hazardous waste in our operations, and we did so in our former operations. Environmental liability can extend to previously owned or operated properties, leased properties, and properties owned by third parties, as well as to properties we currently own. Environmental liabilities have arisen and may also arise from claims asserted by adjacent landowners or other third parties in toxic tort litigation. We have been and may be subject to allegations or findings that we have violated, or are strictly liable under, these laws or regulations. We could incur significant costs as a result of any of the foregoing, and we may be required to incur significant expenses to investigate and remediate known, unknown, or future environmental contamination, which could have a material adverse effect on our results of operations, financial condition, and liquidity.

 

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We May Be Affected by Climate Change and Market or Regulatory Responses to Climate Change – Climate change, including the impact of global warming, could have a material adverse effect on our results of operations, financial condition, and liquidity. Restrictions, caps, taxes, or other controls on emissions of greenhouse gasses, including diesel exhaust, could significantly increase our operating costs. Restrictions on emissions could also affect our customers that (a) use commodities that we carry to produce energy, (b) use significant amounts of energy in producing or delivering the commodities we carry, or (c) manufacture or produce goods that consume significant amounts of energy or burn fossil fuels, including chemical producers, farmers and food producers, and automakers and other manufacturers. Significant cost increases, government regulation, or changes of consumer preferences for goods or services relating to alternative sources of energy or emissions reductions could materially affect the markets for the commodities we carry, which in turn could have a material adverse effect on our results of operations, financial condition, and liquidity. Government incentives encouraging the use of alternative sources of energy could also affect certain of our customers and the markets for certain of the commodities we carry in an unpredictable manner that could alter our traffic patterns, including, for example, the impacts of ethanol incentives on farming and ethanol producers. Finally, we could face increased costs related to defending and resolving legal claims and other litigation related to climate change and the alleged impact of our operations on climate change. Any of these factors, individually or in operation with one or more of the other factors, or other unforeseen impacts of climate change could reduce the amount of traffic we handle and have a material adverse effect on our results of operations, financial condition, and liquidity.

Rising or Elevated Fuel Costs and Whether We Are Able to Mitigate These Costs with Fuel Surcharges Could Materially and Adversely Affect Our Business – Fuel costs constitute a significant portion of our transportation expenses. Diesel fuel prices are subject to dramatic fluctuations, and significant price increases could have a material adverse effect on our operating results. Although we currently are able to recover a significant amount of our increased fuel expenses through revenue from fuel surcharges, we cannot be certain that we will always be able to mitigate rising or elevated fuel costs through surcharges. Future market conditions or legislative or regulatory activities could adversely affect our ability to apply fuel surcharges or adequately recover increased fuel costs through fuel surcharges. International, political, and economic circumstances affect fuel prices and supplies. Weather can also affect fuel supplies and limit domestic refining capacity. If a fuel supply shortage were to arise, higher fuel prices could, despite our fuel surcharge programs, have a material adverse effect on our results of operations, financial condition, and liquidity.

We Utilize Capital Markets – Due to the significant capital expenditures required to operate and maintain a safe and efficient railroad, we rely on the capital markets to provide some of our capital requirements. We utilize long-term debt instruments, bank financing and commercial paper from time-to-time, and we pledge certain of our receivables. Significant instability or disruptions of the capital markets, including the credit markets, or deterioration of our financial condition due to internal or external factors could restrict or prohibit our access to, and significantly increase the cost of, commercial paper and other financing sources, including bank credit facilities and the issuance of long-term debt, including corporate bonds. A deterioration of our financial condition could result in a reduction of our credit rating to below investment grade, which could prohibit or restrict us from utilizing our current receivables securitization facility or accessing external sources of short- and long-term debt financing and significantly increase the costs associated with utilizing the receivables securitization facility and issuing both commercial paper and long-term debt.

We Are Subject to Legislative, Regulatory, and Legal Developments Involving Taxes – Taxes are a significant part of our expenses. We are subject to U.S. federal, state, and foreign income, payroll, property, sales and use, fuel, and other types of taxes. Changes in tax rates, enactment of new tax laws, revisions of tax regulations, and claims or litigation with taxing authorities could result in substantially higher taxes and, therefore, could have a material adverse effect on our results of operations, financial condition, and liquidity.

We Are Dependent on Certain Key Suppliers of Locomotives and Rail – Due to the capital intensive nature and sophistication of locomotive equipment, potential new suppliers face high barriers to entry. Therefore, if one of the domestic suppliers of high horsepower locomotives discontinues manufacturing locomotives for any reason, including bankruptcy or insolvency, we could experience significant cost increases and reduced availability of the locomotives that are necessary to our operations. Additionally, for a high percentage of our rail purchases, we utilize two suppliers (one domestic and one international) that meet our specifications. Rail is critical to our operations for rail replacement programs, maintenance,

 

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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 if one of these suppliers discontinues operations for any reason, including bankruptcy or insolvency, we could experience both significant cost increases for rail purchases and difficulty obtaining sufficient rail for maintenance and other projects.

We May Be Affected by Acts of Terrorism, War, or Risk of War – Our rail lines, facilities, and equipment, including rail cars carrying hazardous materials, could be direct targets or indirect casualties of terrorist attacks. Terrorist attacks, or other similar events, any government response thereto, and war or risk of war may adversely affect our results of operations, financial condition, and liquidity. In addition, insurance premiums for some or all of our current coverages could increase dramatically, or certain coverages may not be available to us in the future.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We employ a variety of assets in the management and operation of our rail business. Our rail network covers 23 states in the western two-thirds of the U.S.

LOGO

 

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TRACK

Our rail network includes 31,953 route miles. We own 26,083 miles and operate on the remainder pursuant to trackage rights or leases. The following table describes track miles at December 31, 2010 and 2009.

 

      2010      2009  

 Route

     31,953        32,094  

 Other main line

     6,596        6,584  

 Passing lines and turnouts

     3,118        3,040  

 Switching and classification yard lines

     9,006        9,167  

 

 Total miles

 

  

 

 

 

 

50,673

 

 

 

 

  

 

 

 

 

50,885

 

 

 

 

HARRIMAN DISPATCHING CENTER

The Harriman Dispatching Center (HDC), located in Omaha, Nebraska, is our primary dispatching facility. It is linked to regional dispatching and locomotive management facilities at various locations along our network. HDC employees coordinate moves of locomotives and trains, manage traffic and train crews on our network, and coordinate interchanges with other railroads. Approximately 900 employees currently work on-site in the facility.

RAIL FACILITIES

In addition to our track structure, we operate numerous facilities, including terminals for intermodal and other freight; rail yards for train-building (classification yards), switching, storage-in-transit (the temporary storage of customer goods in rail cars prior to shipment) and other activities; offices to administer and manage our operations; dispatching centers to direct traffic on our rail network; crew quarters to house train crews along our network; and shops and other facilities for fueling, maintenance, and repair of locomotives and repair and maintenance of rail cars and other equipment. The following tables include the major yards and terminals on our system:

 

             

Avg. Daily

Car Volume

 
 Top 10 Classification Yards    2010      2009  

 North Platte, Nebraska

     2,100        2,100  

 North Little Rock, Arkansas

     1,500        1,300  

 Englewood (Houston), Texas

     1,400        1,300  

 Proviso (Chicago), Illinois

     1,300        1,200  

 Fort Worth, Texas

     1,200        1,100  

 Livonia, Louisiana

     1,200        1,100  

 Roseville, California

     1,100        1,100  

 West Colton, California

     1,100        1,000  

 Pine Bluff, Arkansas

     1,100        1,000  

 Neff (Kansas City), Missouri

     900        900  

 

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 Top 10 Intermodal Terminals    2010      Annual Lifts
2009
 

 ICTF (Los Angeles), California

     450,000        453,000  

 East Los Angeles, California

     429,000        372,000  

 Global II (Chicago), Illinois

     342,000        284,000  

 Global I (Chicago), Illinois

     317,000        306,000  

 Marion (Memphis), Tennessee

     292,000        265,000  

 Dallas, Texas

     280,000        233,000  

 Lathrop (Stockton), California

     247,000        250,000  

 Yard Center (Chicago), Illinois

     241,000        199,000  

 City of Industry (Los Angeles), California

     233,000        254,000  

 LATC (Los Angeles), California

     224,000        134,000  

RAIL EQUIPMENT

Our equipment includes owned and leased locomotives and rail cars; heavy maintenance equipment and machinery; other equipment and tools in our shops, offices, and facilities; and vehicles for maintenance, transportation of crews, and other activities. As of December 31, 2010, we owned or leased the following units of equipment:

 

 Locomotives    Owned      Leased      Total     

Average

Age (yrs.)

 

 Multiple purpose

     4,935        2,628        7,563        15.9  

 Switching

     431        26        457        31.5  

 Other

     95        59        154        25.0  

 

 Total locomotives

 

  

 

 

 

 

5,461

 

 

 

 

  

 

 

 

 

2,713

 

 

 

 

  

 

 

 

 

8,174

 

 

 

 

  

 

 

 

 

N/A

 

 

  

 

           
 Freight cars    Owned      Leased      Total     

Average

Age (yrs.)

 

 Covered hoppers

     12,123        18,252        30,375        28.7  

 Open hoppers

     11,854        4,351        16,205        31.2  

 Gondolas

     6,500        6,190        12,690        28.1  

 Boxcars

     5,702        1,857        7,559        28.0  

 Refrigerated cars

     2,584        4,331        6,915        22.6  

 Flat cars

     2,885        664        3,549        33.3  

 Other

     104        456        560        N/A   

 

 Total freight cars

 

  

 

 

 

 

41,752

 

 

 

 

  

 

 

 

 

36,101

 

 

 

 

  

 

 

 

 

77,853

 

 

 

 

  

 

 

 

 

N/A

 

 

  

 

           
 Highway revenue equipment    Owned      Leased      Total     

Average

Age (yrs.)

 

 Containers

     9,401        39,234        48,635        5.2  

 Chassis

     2,669        23,210        25,879        7.3  

 

 Total highway revenue equipment

 

  

 

 

 

 

12,070

 

 

 

 

  

 

 

 

 

62,444

 

 

 

 

  

 

 

 

 

74,514

 

 

 

 

  

 

 

 

 

N/A

 

 

  

 

CAPITAL 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 cars to our fleet to replace older, less efficient equipment, to support growth and customer demand, and to reduce our impact on the environment through the acquisition of more fuel efficient and low-emission locomotives.

2010 Capital Expenditures – During 2010, we made capital investments totaling $2.5 billion, nearly all of which was cash spending. (See the capital expenditures table in Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Financial Condition, Item 7.)

 

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Infrastructure Expansion – With expected long-term growth in the intermodal market, we commenced construction of a new intermodal terminal in Joliet, Illinois, in the spring of 2009 and completed the initial phase in August 2010. This new facility supports customer growth by increasing the Railroad’s international and domestic container capacity and improving rail traffic efficiencies in Chicago, the nation’s largest rail center. Customers across our network benefit from the Joliet facility’s annual capacity of 500,000 intermodal containers.

2011 Capital Expenditures – In 2011, we expect to make capital investments of approximately $3.2 billion, including expenditures for PTC of approximately $250 million. We may revise our 2011 capital plan if business conditions warrant or if new laws or regulations affect our ability to generate sufficient returns on these investments. (See discussion of our 2011 capital plan in Management’s Discussion and Analysis of Financial Condition and Results of Operations – 2011 Outlook, Item 7.)

OTHER

Equipment Encumbrance – Equipment with a carrying value of approximately $3.2 billion and $3.4 billion at December 31, 2010 and 2009, 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 on January 1, 1997, and pursuant to the underlying indentures for the MPRR mortgage bonds, UPRR must maintain the same value of assets after the merger in order to comply with the security requirements of the mortgage bonds. As of the merger date, the value of the MPRR assets that secured the mortgage bonds was approximately $6.0 billion. In accordance with the terms of the indentures, this collateral value must be maintained during the entire term of the mortgage bonds irrespective of the outstanding balance of such bonds.

Environmental Matters – Certain of our properties are subject to federal, state, and local laws and regulations governing the protection of the environment. (See discussion of environmental issues in Business – Governmental and Environmental Regulation, Item 1, and Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies – Environmental, Item 7.)

Item 3. Legal Proceedings

From time to time, we are involved in legal proceedings, claims, and litigation that occur in connection with our business. We routinely assess our liabilities and contingencies in connection with these matters based upon the latest available information and, when necessary, we seek input from our third-party advisors when making these assessments. Consistent with SEC rules and requirements, we describe below material pending legal proceedings (other than ordinary routine litigation incidental to our business), material proceedings known to be contemplated by governmental authorities, other proceedings arising under federal, state, or local environmental laws and regulations (including governmental proceedings involving potential fines, penalties, or other monetary sanctions in excess of $100,000), and such other pending matters that we may determine to be appropriate.

ENVIRONMENTAL MATTERS

As we reported in our Annual Report on Form 10-K for 2005, the Environmental Protection Agency (EPA) considers the Railroad a potentially responsible party for the Omaha Lead Site. The Omaha Lead Site consists of approximately 25 square miles of residential property in the eastern part of Omaha, Nebraska, allegedly impacted by air emissions from two former lead smelters/refineries. One refinery was operated by ASARCO. The EPA identified the Railroad as a potentially responsible party because more than 60 years ago the Railroad owned land that was leased to ASARCO. The Railroad disputes both the legal and technical basis of the EPA’s allegations. It has nonetheless engaged in extensive negotiations with the EPA. The EPA issued a Unilateral Administrative Order with an effective date of December 16, 2005, directing the Railroad to implement an interim remedy at the site at an estimated cost of $50 million. Failure to comply with the order without just cause could subject the Railroad to penalties of up to $37,500 per day and triple the EPA’s costs in performing the work. The Railroad believes it has just cause not to comply with the order, but it offered to perform some of the work specified in the order as a compromise. On August 5, 2009, the Railroad received a Special Notice Letter from EPA directing UPRR

 

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to perform environmental remediation at approximately 9,000 residential yards in Omaha and to take other remedial measures as part of a final remedy. The Railroad continues to contest its purported liability for these costs but has submitted an offer to the EPA to attempt to negotiate a resolution of the matter. On June 23, 2010, the Railroad filed suit in federal district court in Omaha, Nebraska against the EPA and its Administrator under the Freedom of Information Act (FOIA), the Administrative Procedure Act and the Federal Records Act asking the court to compel EPA to respond fully to outstanding FOIA requests and to prevent EPA from destroying records. The court granted the Railroad a temporary restraining order prohibiting further document destruction. On August 26, 2010, the Court entered an agreed Preliminary Injunction preventing destruction of records by EPA. In November 2010, the Railroad reached a tentative, confidential settlement agreement subject to further negotiation to resolve its liability at the Omaha Lead Site. The FOIA litigation has been stayed pending possible resolution of the case.

As we reported in our Annual Report on Form 10-K for 2005, the Illinois Attorney General’s office filed a complaint against the Railroad in the Circuit Court for the Twentieth Judicial Circuit (St. Clair County) for injunctive and other relief on November 28, 2005, alleging a diesel fuel spill from an above-ground storage tank in a rail yard in Dupo, St. Clair County, Illinois. The State of Illinois seeks to enjoin UPRR from further violations and a monetary penalty. The amount of the proposed penalty, although uncertain, could exceed $100,000.

As we reported in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, we received notices from EPA Region 8 and U.S. Department of Justice (DOJ) alleging that we may be liable under federal environmental laws for violating the Clean Water Act and the Oil Pollution Prevention Act relating to derailments and spills and UPRR’s Spill Prevention Countermeasure and Control Plans and its Stormwater Pollution Prevention Plans in Colorado, Utah, and Wyoming. We cannot predict the ultimate impact of these proceedings because we are continuing to investigate and negotiate with the EPA Region 8 and DOJ. The amount of the proposed penalty, although uncertain, could exceed $100,000.

We received notices from the EPA and state environmental agencies alleging that we are or may be liable under federal or state environmental laws for remediation costs at various sites throughout the U.S., including sites on the Superfund National Priorities List or state superfund lists. We cannot predict the ultimate impact of these proceedings and suits because of the number of potentially responsible parties involved, the degree of contamination by various wastes, the scarcity and quality of volumetric data related to many of the sites, and the speculative nature of remediation costs.

Information concerning environmental claims and contingencies and estimated remediation costs is set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies – Environmental, Item 7.

OTHER MATTERS

U.S. Customs and Border Protection (CBP) Dispute and Litigation – As we reported in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, CBP directed its field offices to issue penalties against the Railroad in December 2007 for discoveries of illegal drugs in railcars crossing the border from Mexico. The cars are in trains delivered by Mexican railroads directly to CBP; the Railroad receives the trains only after CBP inspects them. Additionally, CBP imposed or reinstated earlier penalties that had been held in abeyance while the Railroad and CBP pursued a collective plan to address drug smuggling. In some instances, CBP seized railcars in which drugs were found.

On July 31, 2008, the Railroad filed a complaint in the U.S. District Court for the District of Nebraska asking the court to enter (1) a judgment declaring that CBP’s penalties and seizures are invalid and unenforceable and (2) preliminary and permanent injunctions prohibiting CBP from enforcing penalties and holding seized cars and directing CBP to refrain from issuing additional penalties and from future equipment seizures. The total amount of penalties assessed against the Railroad at that time was approximately $61.4 million. The parties discussed settlement, and the case in the District Court was stayed. During this period, no new penalties were issued and no cars were seized.

Settlement discussions were unsuccessful. As a result, the Railroad reinstituted its lawsuit on February 18, 2009. U.S. Department of Justice (DOJ) then filed enforcement actions in the U.S. District Court for the Southern District of Texas on March 17, 2009, and in the U.S. District Court for the Southern District of California on March 18, 2009, and nine separate forfeiture complaints in the U.S. District Court for the District of Arizona on March 19, 2009 (covering ten seized cars).

 

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The Railroad is awaiting a decision on its motion for Summary Judgment from the Nebraska court. The Railroad also filed motions in California, Texas, and Arizona to transfer (to Nebraska), dismiss or stay the cases in those courts. The California and Texas courts granted UP’s motion to transfer venue to Nebraska. The Arizona Court has not issued a ruling.

During the third quarter of 2010, CBP notified the Railroad of additional penalties for drug discoveries. Since then, the Railroad received additional penalties for other drug discoveries. The total outstanding penalty amount as of December 31, 2010, was approximately $376 million. Because the Railroad believes that CBP lacks statutory authority to issue these fines, the Railroad will vigorously defend against these penalties. The Railroad also is participating in high-level discussions with the Commissioner of CBP to address the fines and seizures. Therefore, we currently believe that these matters will not have a material adverse effect on any of our results of operations, financial condition, and liquidity.

Antitrust Litigation – As we reported in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, 20 small rail shippers (many of whom are represented by the same law firms) filed virtually identical antitrust lawsuits in various federal district courts against us and four other Class I railroads in the U.S. The original plaintiff filed the first of these claims in the U.S. District Court in New Jersey on May 14, 2007, and the additional plaintiffs filed claims in district courts in various states, including Florida, Illinois, Alabama, Pennsylvania, and the District of Columbia. These suits allege that the named railroads engaged in price-fixing by establishing common fuel surcharges for certain rail traffic.

We received additional complaints following the initial claim, increasing the total number of complaints to 30. In addition to suits filed by direct purchasers of rail transportation, a few of the suits involve plaintiffs alleging that they are or were indirect purchasers of rail transportation and seek to represent a purported class of indirect purchasers of rail transportation that paid fuel surcharges. These complaints added allegations under state antitrust and consumer protection laws. On November 6, 2007, the Judicial Panel on Multidistrict Litigation ordered that all of the rail fuel surcharge cases be transferred to Judge Paul Friedman of the U.S. District Court in the District of Columbia for coordinated or consolidated pretrial proceedings. Subsequently, the direct purchaser plaintiffs and the indirect purchaser plaintiffs filed Consolidated Amended Class Action Complaints against UPRR and three other Class I railroads.

One additional shipper filed a separate antitrust suit during 2008. Subsequently, the shipper voluntarily dismissed the action without prejudice.

On October 10, 2008, Judge Friedman heard oral arguments with respect to the defendant railroads’ motions to dismiss. In a ruling on November 7, 2008, Judge Friedman denied the motion with respect to the direct purchasers’ complaint, and pretrial proceedings are underway in that case. On December 31, 2008, Judge Friedman ruled that the allegations of the indirect purchasers based upon state antitrust, consumer protection, and unjust enrichment laws must be dismissed. He also ruled, however, that the plaintiffs could proceed with their claim for injunctive relief under the federal antitrust laws, which is identical to a claim by the direct purchaser plaintiffs.

The indirect purchasers appealed Judge Friedman’s ruling to the U.S. Court of Appeals for the District of Columbia. On April 16, 2010, the U.S. Court of Appeals for the District of Columbia affirmed Judge Friedman’s ruling dismissing the indirect purchasers’ claims based on various state laws. On June 8, 2010, the court rejected the indirect purchasers’ requests for a rehearing of their appeal and a hearing en banc by the entire court. On September 8, 2010, the indirect purchaser plaintiffs filed a Petition for Certiorari with the U.S. Supreme Court. The railroad defendants filed their response on November 9, 2010, urging the Court not to review the lower courts’ decisions. On December 13, 2010, the U.S. Supreme Court denied the indirect purchaser plaintiffs’ Petition for Certiorari.

The direct purchaser plaintiffs filed their motion for class certification on March 18, 2010. The railroad defendants filed their opposition to this motion on July 1, 2010. Judge Friedman conducted a hearing on October 6 and 7, 2010, on the class certification issue and has yet to issue a decision.

We deny the allegations that our fuel surcharge programs violate the antitrust laws or any other laws. We believe that these lawsuits are without merit, and we will vigorously defend our actions. Therefore, we currently believe that these matters will not have a material adverse effect on any of our results of operations, financial condition, and liquidity.

 

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Item 4. [Reserved]

Executive Officers of the Registrant and Principal Executive Officers of Subsidiaries

The Board of Directors typically elects and designates our executive officers on an annual basis at the board meeting held in conjunction with the Annual Meeting of Shareholders, and they hold office until their successors are elected. Executive officers also may be elected and designated throughout the year, as the Board of Directors considers appropriate. There are no family relationships among the officers, nor any arrangement or understanding between any officer and any other person pursuant to which the officer was selected. The following table sets forth certain information, as of February 1, 2011, relating to the executive officers.

 

Name

  

Position

  

Age

  

Business
Experience During
Past Five Years

James R. Young

   Chairman, President and Chief Executive Officer of UPC and the Railroad    58    [1]

Robert M. Knight, Jr.

   Executive Vice President – Finance and Chief Financial Officer of UPC and the Railroad    53    Current Position

J. Michael Hemmer

   Senior Vice President – Law and General Counsel of UPC and the Railroad    61    Current Position

Barbara W. Schaefer

   Senior Vice President – Human Resources and Secretary of UPC and the Railroad    57    Current Position

Jeffrey P. Totusek

   Vice President and Controller of UPC and Chief Accounting Officer and Controller of the Railroad    52    [2]

Lance M. Fritz

   Executive Vice President – Operations of the Railroad    48    [3]

John J. Koraleski

   Executive Vice President – Marketing and Sales of the Railroad    60    Current Position

 

[1]

Mr. Young was elected Chief Executive Officer and President of UPC and the Railroad effective January 1, 2006. He was elected to the additional position of Chairman effective February 1, 2007.

 

[2]

Mr. Totusek was elected to his current position effective January 1, 2008. He previously was Assistant Vice President – Financial Analysis of the Railroad.

 

[3]

Mr. Fritz was elected to his current position effective September 1, 2010. He previously was Vice President – Operations of the Railroad, effective January 1, 2010. Mr. Fritz previously served as Vice President – Labor Relations effective March 1, 2008, Regional Vice President – South, effective July 1, 2006, and Regional Vice President – North, effective April 1, 2005.

 

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Table of Contents

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Our common stock is traded on the New York Stock Exchange (NYSE) under the symbol “UNP”. The following table presents the dividends declared and the high and low closing prices of our common stock for each of the indicated quarters.

 

 

 2010 - Dollars Per Share

   Q1      Q2      Q3      Q4  

 Dividends

   $ 0.27      $ 0.33      $ 0.33      $ 0.38  

 Common stock price:

           

High

     74.35        78.61        83.08        95.78  

Low

     60.41        65.99        66.84        79.32  

 

 

 2009 - Dollars Per Share

   Q1      Q2      Q3      Q4  

 Dividends

   $ 0.27      $ 0.27      $ 0.27      $ 0.27  

 Common stock price:

           

High

     54.66        55.45        64.75        66.73  

Low

     33.28        39.82        47.47        54.20  

At January 28, 2011, there were 491,001,416 shares of outstanding common stock and 33,537 common shareholders of record. On that date, the closing price of the common stock on the NYSE was $93.54. Through December 31, 2010, we have paid dividends to our common shareholders during each of the past 111 years. We declared dividends totaling $653 million in 2010 and $544 million in 2009. On May 6, 2010, we increased the quarterly dividend to $0.33 per share, payable beginning on July 1, 2010, to shareholders of record on May 28, 2010. On November 18, 2010, we increased the quarterly dividend for a second time to $0.38 per share, payable beginning January 3, 2011 to shareholders of record on November 30, 2010. We are subject to certain restrictions regarding retained earnings with respect to the payment of cash dividends to our shareholders. The amount of retained earnings available for dividends increased to $12.9 billion at December 31, 2010, from $11.6 billion at December 31, 2009. (See discussion of this restriction in Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources, Item 7.) We do not believe the restriction on retained earnings will affect our ability to pay dividends, and we currently expect to pay dividends in 2011 comparable to 2010.

Comparison Over One- and Three-Year Periods – The following table presents the cumulative total shareholder returns, assuming reinvested dividends, over one- and three-year periods for the Corporation, a peer group index (comprised of CSX Corporation and Norfolk Southern Corporation), the Dow Jones Transportation Index (Dow Jones), and the Standard & Poor’s 500 Stock Index (S&P 500).

 

 Period    UPC     Peer
Group
    Dow
Jones
    S&P
500
 

 1 Year (2010)

     47.6     29.0     26.8     15.1

 3 Year (2008-2010)

     55.7        44.2        18.1        (8.3

 

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Table of Contents

Five-Year Performance Comparison – The following graph provides an indicator of cumulative total shareholder returns for the Corporation as compared to the peer group index (described above), the Dow Jones, and the S&P 500. The graph assumes that the value of the investment in the common stock of Union Pacific Corporation and each index was $100 on December 31, 2005 and that all dividends were reinvested.

LOGO

Purchases of Equity Securities – During 2010, we repurchased 17,556,522 shares of our common stock at an average price of $75.51. The following table presents common stock repurchases during each month for the fourth quarter of 2010:

 

 Period    Total Number of
Shares
Purchased [a]
     Average
Price Paid
Per Share
     Total Number of Shares
Purchased as Part of  a
Publicly Announced Plan
or Program [b]
    

Maximum Number of
Shares That May Yet

Be Purchased Under the Plan
or Program [b]

 

 Oct. 1 through Oct. 31

     725,450        84.65        519,554        17,917,736  

 Nov. 1 through Nov. 30

     1,205,260        89.92        1,106,042        16,811,694  

 Dec. 1 through Dec. 31

     1,133,106        92.59        875,000        15,936,694  

 

 Total

 

  

 

 

 

 

3,063,816

 

 

 

 

  

 

$

 

 

89.66

 

 

 

 

  

 

 

 

 

2,500,596

 

 

 

 

  

 

 

 

 

N/A

 

 

  

 

 

[a]

Total number of shares purchased during the quarter includes approximately 563,220 shares delivered or attested to UPC by employees to pay stock option exercise prices, satisfy excess tax withholding obligations for stock option exercises or vesting of retention units, and pay withholding obligations for vesting of retention shares.

 

[b]

On May 1, 2008, our Board of Directors authorized us to repurchase up to 40 million shares of our common stock through March 31, 2011. We may make these repurchases on the open market or through other transactions. Our management has sole discretion with respect to determining the timing and amount of these transactions.

On February 3, 2011, our Board of Directors authorized us to repurchase up to 40 million additional shares of our common stock under a new program effective from April 1, 2011 through March 31, 2014.

 

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Item 6. Selected Financial Data

The following table presents as of, and for the years ended, December 31, our selected financial data for each of the last five years. The selected financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 7, and with the Financial Statements and Supplementary Data, Item 8. The information below is not necessarily indicative of future financial condition or results of operations.

 

 Millions, Except per Share Amounts,

 Carloads, Employee Statistics, and Ratios

   2010     2009     2008     2007     2006  

 For the Year Ended December 31

          

 Operating revenues [a]

   $     16,965      $     14,143     $     17,970     $     16,283     $     15,578  

 Operating income

     4,981        3,379       4,070       3,364       2,871  

 Net income

     2,780        1,890       2,335       1,848       1,598  

 Earnings per share - basic [b]

     5.58        3.76       4.57       3.47       2.97  

 Earnings per share - diluted [b]

     5.53        3.74       4.53       3.44       2.94  

 Dividends declared per share [b]

     1.31        1.08       0.98       0.745       0.60  

 Cash provided by operating activities

     4,105        3,204       4,044       3,248       2,853  

 Cash used in investing activities

     (2,488     (2,145     (2,738     (2,397     (2,015

 Cash used in financing activities

     (2,381     (458     (935     (800     (784

 Cash used for common share repurchases

     (1,249     -        (1,609     (1,375     -   

 At December 31

          

 Total assets

   $ 43,088      $ 42,184     $ 39,509     $ 37,825     $ 36,318  

 Long-term obligations

     22,373        22,701       21,314       19,328       17,589  

 Debt due after one year

     9,003        9,636       8,607       7,543       6,000  

 Common shareholders’ equity

     17,763        16,801       15,315       15,456       15,190  

 Equity per common share [c]

     36.14        33.27       30.43       29.62       28.11  

 Additional Data

          

 Freight revenues [a]

   $ 16,069      $ 13,373     $ 17,118     $ 15,486     $ 14,791  

 Revenue carloads (units) (000)

     8,815        7,786       9,261       9,733       9,852  

 Operating margin (%) [d]

     29.4        23.9       22.6       20.7       18.4  

 Operating ratio (%) [d]

     70.6        76.1       77.4       79.3       81.6  

 Average employees (000)

     42.9        43.5       48.2       50.1       50.7  

 Operating revenues per employee (000)

   $ 395.5      $ 325.1     $ 372.8     $ 325.0     $ 307.2  

 Financial Ratios (%)

          

 Debt to capital [e]

     34.2        37.0       36.8       33.2       30.9  

 Return on average common
shareholders’ equity [f]

     16.1        11.8       15.2       12.1       11.1  

 

[a]

Includes fuel surcharge revenue of $1,237 million, $605 million, $2,323 million, $1,478 million, and $1,619 million for 2010, 2009, 2008, 2007, and 2006, respectively, which partially offsets increased operating expenses for fuel. Fuel surcharge revenue is not comparable from year to year due to implementation of new mileage-based fuel surcharge programs in each respective year. (See further discussion in Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Operating Revenues, Item 7.)

 

[b]

Earnings per share and dividends have been restated to reflect the May 28, 2008 stock split.

 

[c]

Equity per common share is calculated as follows: common shareholders’ equity divided by common shares issued less treasury shares outstanding. Shares have been adjusted to reflect the May 28, 2008 stock split.

 

[d]

Operating margin is defined as operating income divided by operating revenues. Operating ratio is defined as operating expenses divided by operating revenues.

 

[e]

Debt to capital is determined as follows: total debt divided by total debt plus equity.

 

[f]

Return on average common shareholders’ equity is determined as follows: Net income divided by average common shareholders’ equity.

 

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Table of Contents

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Consolidated Financial Statements and applicable notes to the Financial Statements and Supplementary Data, Item 8, and other information in this report, including Risk Factors set forth in Item 1A and Critical Accounting Policies and Cautionary Information at the end of this Item 7.

The Railroad, along with its subsidiaries and rail affiliates, is our one reportable operating segment. Although we analyze revenue by commodity group, we analyze the net financial results of the Railroad as one segment due to the integrated nature of our rail network.

EXECUTIVE SUMMARY

2010 Results

 

   

Safety – During 2010, we continued our positive, multi-year trend in safety performance by setting records in many of our safety metrics. The employee injury incident rate per 200,000 man-hours declined 4% from 2009 to its lowest level ever. Our continued focus on derailment prevention resulted in another strong performance as our incident rate finished at 10.54 per million train miles, slightly behind 2009 record results. However, the severity of those incidents was lower, resulting in a 12% reduction in associated costs. With respect to public safety, we closed 286 grade crossings to reduce our exposure to incidents. We also continued installing video cameras on our locomotives, which assist us in reviewing grade crossing incidents, and we now have camera-equipped locomotives in the lead position of over 97% of our through-freight trains. During 2010, the rate of grade crossing incidents per million train miles increased 10% from record low levels of 2009, as both highway and rail traffic increased in conjunction with economic improvement. Overall, our 2010 safety results reflect our continued focus on the safety of our employees and the public.

 

   

Financial Performance – In 2010, we generated record operating income of $5.0 billion, a 47% increase over 2009, reflecting a 13% increase in volume, core pricing gains, and improved productivity. Improved economic conditions increased demand for our services across almost all market sectors compared to 2009, a year in which economic conditions substantially reduced demand for rail service. We leveraged additional traffic volumes during 2010 by effectively utilizing our assets and minimizing operational cost increases compared to 2009. These achievements translated into an all-time record operating ratio of 70.6% for 2010, outpacing our previous record of 76.1% set in 2009. Net income of $2.8 billion also surpassed our previous milestone set in 2008, translating into earnings of $5.53 per diluted share for 2010.

 

   

Freight Revenues – Our freight revenues grew 20% year-over-year to $16.1 billion. Freight revenues and volumes for all six commodity groups increased. Overall, volume increased 13% in 2010, with particularly strong growth in automotive, intermodal, and industrial products shipments. Core pricing gains and higher fuel surcharges (due to higher fuel prices, volume growth, and new fuel surcharge provisions in contracts renegotiated in 2010) also drove the growth in freight revenue in 2010 compared to 2009. We continued to focus on improving the reinvestibility of our business, and we have repriced approximately 88% of our business since 2004.

 

   

Network Operations – In 2010, we continued operating an efficient and fluid network, effectively handling the 13% increase in carloads compared to 2009. As reported to the Association of American Railroads (AAR), average train speed decreased 4% in 2010 compared to a record-setting 2009. Maintenance activities and weather disruptions, combined with higher volume levels, negatively impacted our average train speed. Average terminal dwell time increased 2% while average rail car inventory decreased 3% in 2010 compared to 2009. We maintained more freight cars off-line and retired a number of old freight cars, which drove a decrease in average rail car inventory during the year. In 2010, customer satisfaction improved, surpassing a record established in 2009, an indication that our ongoing efforts to improve operations again translated into better customer service.

 

   

Asset Utilization – In response to economic conditions and lower revenue in 2009, we implemented productivity initiatives to improve efficiency and reduce costs, in addition to adjusting our resources to reflect lower demand. By the end of 2009, we had removed from service approximately 26% of our multiple purpose locomotives and 18% of our freight car inventory. As volume increased 13% from

 

23


Table of Contents
 

2009 levels, we returned a portion of these assets to active service. At the end of 2010, we continued to maintain in storage approximately 17% of our multiple purpose locomotives and 14% of our freight car inventory, reflecting our ability to effectively leverage our assets as volumes return to our network.

 

   

Fuel Prices – Fuel prices generally increased throughout 2010 as the economy improved. Our average diesel fuel price per gallon increased nearly 20% from January to December of 2010, driven by higher crude oil barrel prices and conversion spreads. Compared to 2009, our diesel fuel price per gallon consumed increased 31%, driving operating expenses up by $566 million (excluding any impact from year-over-year volume increases). To partially offset the effect of higher fuel prices, we reduced our consumption rate by 3% during the year, saving approximately 27 million gallons of fuel. The use of newer, more fuel efficient locomotives; increased use of distributed locomotive power (the practice of distributing locomotives throughout a train rather than positioning them all in the lead resulting in safer and more efficient train operations); fuel conservation programs; and efficient network operations and asset utilization all contributed to this improvement.

 

   

Free Cash Flow – Cash generated by operating activities (adjusted for the reclassification of our receivables securitization facility) totaled $4.5 billion, yielding record free cash flow of $1.4 billion in 2010. Free cash flow is defined as cash provided by operating activities (adjusted for the reclassification of our receivables securitization facility), less cash used in investing activities and dividends paid.

Free cash flow is not considered a financial measure under accounting principles generally accepted in the U.S. (GAAP) by SEC Regulation G and Item 10 of SEC Regulation S-K. We believe free cash flow is important in evaluating our financial performance and measures our ability to generate cash without additional external financings. Free cash flow should be considered in addition to, rather than as a substitute for, cash provided by operating activities. The following table reconciles cash provided by operating activities (GAAP measure) to free cash flow (non-GAAP measure):

 

 Millions    2010     2009     2008  

 Cash provided by operating activities

   $     4,105     $     3,204     $     4,044  

 Receivables securitization facility [a]

     400       184       16  

 Cash provided by operating activities
adjusted for the receivables securitization facility

     4,505       3,388       4,060  

 Cash used in investing activities

     (2,488     (2,145     (2,738

 Dividends paid

     (602     (544     (481

 

 Free cash flow

 

  

 

$

 

 

1,415

 

 

 

 

 

 

$

 

 

699

 

 

 

 

 

 

$

 

 

841

 

 

 

 

 

  [a]

Effective January 1, 2010, a new accounting standard required us to account for receivables transferred under our receivables securitization facility as secured borrowings in our Consolidated Statements of Financial Position and as financing activities in our Consolidated Statements of Cash Flows. The receivables securitization facility is included in our free cash flow calculation to adjust cash provided by operating activities as though our receivables securitization facility had been accounted for under the new accounting standard for all periods presented.

2011 Outlook

 

   

Safety – Operating a safe railroad benefits our employees, our customers, our shareholders, and the public. We will continue using a multi-faceted approach to safety, utilizing technology, risk assessment, quality control, and training, and engaging our employees. We will continue implementing Total Safety Culture (TSC) throughout our operations. TSC is designed to establish, maintain, reinforce, and promote safe practices among co-workers. This process allows us to identify and implement best practices for employee and operational safety. Reducing grade crossing incidents is a critical aspect of our safety programs, and we will continue our efforts to maintain and close crossings; install video cameras on locomotives; and educate the public and law enforcement agencies about crossing safety through a combination of our own programs (including risk assessment strategies), various industry programs, and engaging local communities.

 

   

Transportation Plan – To build upon our success in recent years, we will continue evaluating traffic flows and network logistic patterns, which can be quite dynamic, to identify additional opportunities to simplify operations, remove network variability, and improve network efficiency and asset utilization. We plan to adjust manpower and our locomotive and rail car fleets to meet customer needs and put

 

24


Table of Contents
 

us in a position to handle demand changes. We will also continue utilizing industrial engineering techniques to improve productivity.

 

   

Fuel Prices – Uncertainty about the economy makes fuel price projections difficult, and we could see volatile fuel prices during the year, as they are sensitive to global and U.S. domestic demand, refining capacity, geopolitical events, weather conditions and other factors. To reduce the impact of fuel price on earnings, we will continue to seek recovery from our customers through our fuel surcharge programs and to expand our fuel conservation efforts.

 

   

Capital Plan – In 2011, we plan to make total capital investments of approximately $3.2 billion, including expenditures for Positive Train Control (PTC), which may be revised if business conditions warrant or if new laws or regulations affect our ability to generate sufficient returns on these investments. (See further discussion in this Item 7 under Liquidity and Capital Resources – Capital Plan.)

 

   

Positive Train Control – In response to a legislative mandate to implement PTC by the end of 2015, we expect to spend approximately $250 million during 2011 on developing PTC. We currently estimate that PTC will cost us approximately $1.4 billion to implement by the end of 2015, in accordance with rules issued by the Federal Railroad Administration (FRA). This includes costs for installing the new system along our tracks, upgrading locomotives to work with the new system, and adding digital data communication equipment so all the parts of the system can communicate with each other. During 2011, we plan to begin testing the technology to evaluate its effectiveness.

 

   

Financial Expectations – We remain cautious about economic conditions, but anticipate volume to increase from 2010 levels. In addition, we expect volume, price, and productivity gains to offset expected higher costs for fuel, labor inflation, depreciation, casualty costs, and property taxes to drive operating ratio improvement.

RESULTS OF OPERATIONS

Operating Revenues

 

 Millions    2010      2009      2008      % Change
2010 v 2009
    % Change
2009 v 2008
 

 Freight revenues

   $     16,069      $     13,373      $     17,118        20     (22 )% 

 Other revenues

     896        770        852        16       (10

 

 Total

 

  

 

$

 

 

16,965

 

 

 

 

  

 

$

 

 

14,143

 

 

 

 

  

 

$

 

 

17,970

 

 

 

 

  

 

 

 

 

20

 

 

 

 

 

 

 

 

(21

 

 

)% 

 

Freight revenues are revenues generated by transporting freight or other materials from our six commodity groups. Freight revenues vary with volume (carloads) and average revenue per car (ARC). Changes in price, traffic mix and fuel surcharges drive ARC. We provide some of our customers with contractual incentives for meeting or exceeding specified cumulative volumes or shipping to and from specific locations, which we record as a reduction to freight revenues based on the actual or projected future shipments. We recognize freight revenues as freight moves from origin to destination. We allocate freight revenues between reporting periods based on the relative transit time in each reporting period and recognize expenses as we incur them.

Other revenues include revenues earned by our subsidiaries, revenues from our commuter rail operations, and accessorial revenues, which we earn when customers retain equipment owned or controlled by us or when we perform additional services such as switching or storage. We recognize other revenues as we perform services or meet contractual obligations.

Freight revenues and volume levels for all six commodity groups increased during 2010 as a result of economic improvement in many market sectors. We experienced particularly strong volume growth in automotive, intermodal, and industrial products shipments. Core pricing gains and higher fuel surcharges also increased freight revenues and drove a 6% improvement in ARC.

Freight revenues and volume levels for all six commodity groups decreased during 2009, reflecting continued economic weakness. We experienced the largest volume declines in automotive and industrial

 

25


Table of Contents

products shipments. Lower fuel surcharges due to lower fuel prices also reduced freight revenues in 2009 compared to 2008. ARC decreased 7% during the full year, driven by lower fuel cost recoveries, partially offset by core pricing gains of approximately 5%. Fuel cost recoveries include fuel surcharge revenue and the impact of resetting the base fuel price for certain traffic, which is described below in more detail.

Our fuel surcharge programs (excluding index-based contract escalators that contain some provision for fuel) generated freight revenues of $1.2 billion, $605 million, and $2.3 billion in 2010, 2009, and 2008, respectively. Higher fuel prices, volume growth, and new fuel surcharge provisions in contracts renegotiated during the year increased fuel surcharge amounts in 2010. Furthermore, for certain periods during 2009, fuel prices dropped below the base at which our mileage-based fuel surcharge begins, which resulted in no fuel surcharge recovery for associated shipments during those periods.

Fuel surcharge revenue is not entirely comparable to prior periods due to implementation of new mileage-based fuel surcharge programs. In April 2007, we converted regulated traffic, which represents approximately 20% of our current revenue base, to mileage-based fuel surcharge programs. In addition, we have converted and continue to convert portions of our non-regulated traffic to mileage-based fuel surcharge programs. At the time of conversion, we reset the base fuel price at which the new mileage-based fuel surcharges take effect. Resetting the fuel price at which the fuel surcharge begins, in conjunction with rebasing the affected transportation rates to include a portion of what had been in the fuel surcharge, does not materially change our freight revenue as higher base rates offset lower fuel surcharge revenue.

In 2010, other revenues increased from 2009 due primarily to higher revenues at our subsidiaries that broker intermodal and automotive services. Assessorial revenues also increased in 2010 reflecting higher volume levels during the year.

In 2009, other revenue decreased from 2008 due primarily to lower revenues at one of our subsidiaries that brokers intermodal and automotive services. Assessorial revenues also decreased in 2009 reflecting lower volume levels during the year.

The following tables summarize the year-over-year changes in freight revenues, revenue carloads (each container or trailer is counted as one carload), and ARC by commodity type:

 

 Freight Revenues

 Millions

   2010      2009      2008      % Change
2010 v 2009
    % Change
2009 v 2008
 

 Agricultural

   $     3,018      $     2,666      $     3,174        13     (16 )% 

 Automotive

     1,271        854        1,344        49       (36

 Chemicals

     2,425        2,102        2,494        15       (16

 Energy

     3,489        3,118        3,810        12       (18

 Industrial Products

     2,639        2,147        3,273        23       (34

 Intermodal

     3,227        2,486        3,023        30       (18

 

 Total

 

  

 

$

 

 

16,069

 

 

 

 

  

 

$

 

 

13,373

 

 

 

 

  

 

$

 

 

17,118

 

 

 

 

  

 

 

 

 

20

 

 

 

 

 

 

 

 

(22

 

 

)% 

 

             

 Revenue Carloads

 Thousands

   2010      2009      2008      % Change
2010 v 2009
    % Change
2009 v 2008
 

 Agricultural

     918        865        947        6     (9 )% 

 Automotive

     611        465        667        31       (30

 Chemicals

     844        761        885        11       (14

 Energy

     2,056        2,021        2,348        2       (14

 Industrial Products

     1,073        899        1,249        19       (28

 Intermodal

     3,313        2,775        3,165        19       (12

 

 Total

 

  

 

 

 

 

8,815

 

 

 

 

  

 

 

 

 

7,786

 

 

 

 

  

 

 

 

 

9,261

 

 

 

 

  

 

 

 

 

13

 

 

 

 

 

 

 

 

(16

 

 

)% 

 

 

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Table of Contents
 Average Revenue per Car    2010      2009      2008     

 

% Change

2010 v 2009

   

 

% Change

2009 v 2008

 

 Agricultural

   $     3,286      $     3,080      $     3,352        7%        (8 )% 

 Automotive

     2,082        1,838        2,017        13          (9

 Chemicals

     2,874        2,761        2,818        4          (2

 Energy

     1,697        1,543        1,622        10          (5

 Industrial Products

     2,461        2,388        2,620        3          (9

 Intermodal

     974        896        955        9          (6

 

 Average

 

   $ 1,823      $ 1,718      $ 1,848        6%        (7 )% 

 

Agricultural Products – Higher volume, fuel surcharges, and price improvements increased agricultural freight revenue in 2010 versus 2009. Increased shipments from the Midwest to export ports in the Pacific Northwest combined with heightened demand in Mexico drove higher corn and feed grain shipments in 2010. Increased corn and feed grain shipments into ethanol plants in California and Idaho and continued growth in ethanol shipments also contributed to this increase. In 2009, some ethanol plants temporarily ceased operations due to lower ethanol margins, which contributed to the favorable year-over-year comparison. In addition, strong export demand for U.S. wheat via the Gulf ports increased shipments of wheat and food grains compared to 2009. Declines in domestic wheat and food shipments partially offset the growth in export shipments. New business in feed and animal protein shipments also increased agricultural shipments in 2010 compared to 2009.

 

 2010 Agricultural Revenue

 

LOGO

 

Lower volume and fuel surcharges decreased agricultural freight revenue in 2009 versus 2008. Price improvements partially offset these declines. Lower demand in both export and domestic markets led to fewer shipments of corn and feed grains, down 11% in 2009 compared to 2008. Weaker worldwide demand also reduced export shipments of wheat and food grains in 2009 versus 2008.

 

Automotive – 37% and 24% increases in shipments of finished vehicles and automotive parts in 2010, respectively, combined with core pricing gains and fuel surcharges, improved automotive freight revenue from relatively weak 2009 levels. Economic conditions in 2009 led to poor auto sales and reduced vehicle production, which in turn reduced shipments of finished vehicles and parts during the year.

 

Declines in shipments of finished vehicles and auto parts and lower fuel surcharges reduced freight revenue in 2009 compared to 2008. Vehicle shipments were down 35% and parts were down 24%. Core pricing gains partially offset these declines. These volume declines resulted from economic conditions that reduced sales and vehicle production. In addition, two major domestic automotive manufacturers declared bankruptcy in the second quarter of 2009, affecting production    levels.    Although    the   federal   Car   Allowance

    

2010 Automotive Revenue

 

   LOGO

Rebate System (the “cash for clunkers” program) helped stimulate vehicle sales and shipments in the third quarter of 2009, production cuts and soft demand throughout the year more than offset the program’s benefits.

 

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Chemicals – Higher volume, price improvements, and fuel surcharges increased freight revenue from chemicals in 2010 versus 2009. Reduced inventories and purchases delayed from 2009 increased fertilizer shipments by 30% in 2010. A modest rebound in market conditions and more normalized inventory levels increased demand for industrial chemicals during the year, driving volume levels up 8% versus 2009. In addition, shipments of soda ash increased 12% as continued strong export demand outpaced weak 2009 export demand.

    

2010 Chemicals Revenue

 

LOGO

 

Reduced volume and fuel surcharges decreased freight revenue from chemical shipments in 2009 versus 2008. Pricing improvements partially offset these declines. Weak market conditions reduced shipments of industrial chemicals in 2009 compared to 2008, driving volume     levels     down     16%.     High     inventories,

    

production curtailments, and delayed purchases combined to reduce fertilizer shipments by 29% in 2009. Additionally, business interruptions resulting from Hurricanes Gustav and Ike lowered volume levels in the third quarter of 2008, contributing to a more favorable year-over-year comparison.

 

Energy – Core pricing gains, higher fuel surcharges and modest volume growth increased freight revenue from energy shipments in 2010 compared to 2009. Shipments from the Southern Powder River Basin (SPRB) were up 4% driven by higher demand resulting from improvement in economic conditions, warmer summer weather, and more efficient deliveries (higher tons per car and increased train size). Higher inventory levels carried over from 2009 partially offset this demand increase. Shipments from Colorado and Utah mines were down 8% in 2010 versus 2009 due to mine production interruptions and increased competition from other low cost fuel options (natural gas and eastern coal), weaker demand from our industrial customers, and high inventories at some utility customer locations.

 

    

2010 Energy Revenue

 

LOGO

Lower volume and fuel surcharges reduced freight revenue from energy shipments in 2009 versus 2008. Price increases partially offset these declines. Shipments curtailments, and delayed purchases combined to reduce fertilizer shipments by 29% in 2009. Additionally, business interruptions resulting from Hurricanes Gustav and Ike lowered volume levels in the third quarter of 2008, contributing to a more favorable year-over-year comparison. tility customers, resulting in lower volumes. Production problems at the Colorado and Utah mines and the loss of SPRB customer contracts also contributed to the volume declines.

 

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Industrial Products – Volume gains, core pricing improvement, and higher fuel surcharges increased freight revenue from industrial products in 2010 versus 2009. A federal government remediation program involving removal of uranium mill tailings from a Moab, Utah, site drove an increase in short-haul hazardous waste shipments versus 2009. Shipments under this program began modestly during the second quarter of 2009. Steel shipments also increased due to improving economic conditions, while shipments of non-metallic minerals (primarily frac sand) grew in response to more drilling for natural gas. Stone, sand and gravel shipments grew in 2010 compared to 2009 as increased oil drilling more than offset the decline in commercial construction activity.

 

Reduced volume and fuel surcharges resulted in lower freight  revenue  from  industrial  products  shipments  in

 

2010 Industrial Products Revenue

 

LOGO                  

2009 versus 2008. Price improvements partially offset these declines. Weak demand and inventory reductions resulting from the economic downturn drove a 53% decline in steel shipments in 2009 compared to 2008. The continued weakness in the housing market reduced lumber shipments, while surplus production and overall market uncertainty resulted in lower paper and newsprint shipments in 2009 versus 2008. In addition, cement and stone shipments declined during 2009 due to high inventories and weak commercial and residential construction activity.

 

Intermodal – Increased volume, higher fuel surcharges (including new recovery provisions in contracts renegotiated in 2010), and pricing gains drove the increase in freight revenue from intermodal shipments in 2010 compared to 2009. Volume from domestic and international traffic increased from 2009 levels, reflecting improvements in economic conditions. International volumes grew in response to continued inventory restocking and higher consumer demand. Domestic shipments increased as a result of conversions from truck to rail fueled by improved service operations. A new contract with Hub Group, Inc., which included additional shipments, was executed in the second quarter of 2009 and contributed to the increase in domestic shipments.

 

2010 Intermodal Revenue

 

LOGO

Decreased volumes and fuel surcharges reduced freight revenue from intermodal shipments in 2009 versus 2008. Volume from international traffic decreased 24% in 2009 compared to 2008, reflecting economic conditions, continued weak imports from Asia, and diversions to non-UPRR served ports. Additionally, continued weakness in the domestic housing and automotive sectors translated into weak demand in large sectors of the international intermodal market, which also contributed to the volume decline. Conversely, domestic traffic increased 8% in 2009 compared to 2008. A new contract with Hub Group, Inc., which included additional shipments, was executed in the second quarter of 2009 and more than offset the impact of weak market conditions in the second half of 2009.

Mexico Business – Each of our commodity groups include revenue from shipments to and from Mexico. Revenue from Mexico business increased 30% in 2010 versus 2009 to $1.6 billion. Volume levels for all six commodity groups increased, up 25% in aggregate versus 2009, with particularly strong growth in automotive, industrial products, and intermodal shipments.

Revenue from Mexico business decreased 26% in 2009 versus 2008 to $1.2 billion. Volume declined in five of our six commodity groups, down 19% in 2009, driven by 32% and 24% reductions in industrial products and automotive shipments, respectively. Conversely, energy shipments increased 9% in 2009 versus 2008, partially offsetting these declines.

 

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Operating Expenses

 

 

 

 Millions    2010      2009      2008     

% Change

2010 v 2009

    

% Change

2009 v 2008

 

 Compensation and benefits

   $ 4,314      $ 4,063      $ 4,457        6%         (9)%   

 Fuel

     2,486        1,763        3,983        41           (56)      

 Purchased services and materials

     1,836        1,644        1,928        12           (15)      

 Depreciation

     1,487        1,427        1,366        4           4      

 Equipment and other rents

     1,142        1,180        1,326        (3)           (11)      

 Other

     719        687        840        5           (18)      

 

 Total

 

  

 

$

 

 

    11,984

 

 

 

 

  

 

$

 

 

    10,764

 

 

 

 

  

 

$

 

 

    13,900

 

 

 

 

  

 

 

 

 

11%

 

 

  

 

  

 

 

 

 

(23)%

 

 

  

 

 

Operating expenses increased $1.2 billion in 2010 versus 2009. Our fuel price per gallon increased 31% during the year, accounting for $566 million of the increase. Wage and benefit inflation, depreciation, volume-related costs, and property taxes also contributed to higher expenses during 2010 compared to 2009. Cost savings from productivity improvements and better resource utilization partially offset these increases.

    

2010 Operating Expenses

 

LOGO

 

Operating expenses decreased $3.1 billion in 2009 versus 2008. Our fuel price per gallon declined 44% during 2009, decreasing operating expenses by $1.3 billion compared to 2008. Cost savings from lower volume, productivity improvements, and better resource      utilization also decreased operating expenses    in    2009.    In    addition,    lower    casualty

    

expense resulting primarily from improving trends in safety performance decreased operating expenses in 2009. Conversely, wage and benefit inflation partially offset these reductions.

Compensation and Benefits – Compensation and benefits include wages, payroll taxes, health and welfare costs, pension costs, other postretirement benefits, and incentive costs. General wage and benefit inflation increased costs by approximately $190 million in 2010 compared to 2009. Volume-related expenses and higher equity and incentive compensation also drove costs up during the year. Workforce levels declined 1% in 2010 compared to 2009 as network efficiencies and ongoing productivity initiatives enabled us to effectively handle the 13% increase in volume levels with fewer employees.

Lower volume and productivity initiatives led to a 10% decline in our workforce in 2009 compared to 2008, saving $516 million during the year. Conversely, general wage and benefit inflation increased expenses, partially offsetting these savings.

Fuel – Fuel includes locomotive fuel and gasoline for highway and non-highway vehicles and heavy equipment. Higher diesel fuel prices, which averaged $2.29 per gallon (including taxes and transportation costs) in 2010 compared to $1.75 per gallon in 2009, increased expenses by $566 million. Volume, as measured by gross ton-miles, increased 10% in 2010 versus 2009, driving fuel expense up by $166 million. Conversely, the use of newer, more fuel efficient locomotives, our fuel conservation programs and efficient network operations drove a 3% improvement in our fuel consumption rate in 2010, resulting in $40 million of cost savings versus 2009 at the 2009 average fuel price.

Lower diesel fuel prices, which averaged $1.75 per gallon (including taxes and transportation costs) in 2009 compared to $3.15 per gallon in 2008, reduced expenses by $1.3 billion in 2009. Volume, as measured by gross ton-miles, decreased 17% in 2009, lowering expenses by $664 million compared to 2008. Our fuel consumption rate improved 4% in 2009, resulting in $147 million of cost savings versus 2008 at the 2008 average fuel price. The consumption rate savings versus 2008 using the lower 2009 fuel price was $68 million. Newer, more fuel efficient locomotives, reflecting locomotive acquisitions in recent years and the impact of a smaller fleet due to storage of some of our older locomotives; increased use of

 

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distributed locomotive power; our fuel conservation programs; and improved network operations all drove this improvement.

Purchased Services and Materials – Purchased services and materials expense includes the costs of services purchased from outside contractors (including equipment maintenance and contract expenses incurred by our subsidiaries for 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 automobile maintenance expenses; and tools and supplies. A $148 million increase in expenses for contract services drove the higher expenses in 2010 versus 2009. Volume-related trucking and lift costs for intermodal containers and crew transportation and lodging costs also increased costs from 2009. In addition, an increase in locomotive maintenance materials used to prepare a portion of our locomotive fleet for return to active service increased expenses during the year compared to 2009. Conversely, a decrease in freight car maintenance activity during 2010 drove lower freight car material costs, partially offsetting the cost increases versus 2009.

Contract services expense (including equipment maintenance) decreased $134 million in 2009 versus 2008 due to lower volume levels and a favorable year-over-year comparison due to expenses incurred in 2008 resulting from Hurricanes Gustav and Ike. In addition, lower volume levels drove cost reductions of $55 million in transportation and lodging costs and $27 million in expenses associated with operating jointly owned facilities in 2009 versus 2008. We also performed fewer locomotive and freight car repairs as a result of lower volumes and having portions of these fleets stored, which reduced related materials expenses by $87 million in 2009 versus 2008. Clean-up and restoration expenses related to the Cascade mudslide in January, flooding in the Midwest in June, and the two September hurricanes also increased expenses in 2008, creating a favorable year-over-year comparison.

Depreciation – The majority of depreciation relates to road property, including rail, ties, ballast, and other track material. A higher depreciable asset base, reflecting higher capital spending in recent years, increased depreciation expense in 2010 compared to 2009. Costs also increased $25 million in 2010 due to the restructuring of certain locomotive leases in the second quarter of 2009. Lower depreciation rates for rail and other track material partially offset the increases. The lower rates, which became effective January 1, 2010, resulted from reduced track usage (based on lower gross ton-miles in 2009).

A higher depreciable asset base, reflecting higher capital spending in recent years, increased depreciation expense in 2009 versus 2008. Costs also increased $34 million in 2009 due to the restructuring of certain locomotive leases. Lower depreciation rates for rail and other track material partially offset the increases. The lower rates, which became effective January 1, 2009, resulted from longer asset lives as determined by service life studies and reduced track usage (based on lower gross ton-miles in 2008).

Equipment and Other Rents – Equipment and other rents expense primarily includes rental expense that the Railroad pays for freight cars owned by other railroads or private companies; freight car, intermodal, and locomotive leases; other specialty equipment leases; and office and other rentals. Short-term freight car rental expense increased in 2010 compared to 2009, reflecting increased shipments of finished vehicles and intermodal containers. Increased lease expenses for containers also drove the increase. Conversely, lower lease expense for freight cars and locomotives decreased costs compared to 2009. The restructuring of locomotive leases (completed in May 2009) also reduced lease expense by $36 million in 2010 compared to 2009. (See further discussion in this Item 7 under Liquidity and Capital Resources – Financing Activities.)

Fewer shipments of industrial products and intermodal containers primarily contributed to the $85 million reduction in our short-term freight car rental expense in 2009 versus 2008. In addition, the restructuring of locomotive leases reduced lease expense by $52 million in 2009 compared to 2008. Lower lease expense for freight cars, intermodal containers, and fleet vehicles also decreased costs in 2009 versus 2008.

Other – Other expenses include personal injury, freight and property damage, destruction of foreign equipment, insurance, environmental, bad debt, state and local taxes, utilities, telephone and cellular, employee travel, computer software, and other general expenses. Other costs were higher in 2010 compared to 2009, driven by higher property taxes and the $45 million one-time payment in the first quarter of 2010 related to a transaction with CSXI. A $30 million payment in 2009 to Pacer International,

 

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Inc. and lower expenses for freight and property damages partially offset these increases in comparing 2009 with 2010. In addition, personal injury expense was lower in 2010 compared to 2009, reflecting continued improvement in our personal injury incident rate and lower settlement costs per claim. The change in asbestos-related claim expenses in 2010 versus 2009 offset the lower personal injury costs. As a result of our 2009 annual review of asbestos-related costs, we reduced expenses by $25 million, thus driving the unfavorable variance in 2010.

Other costs were lower in 2009 compared to 2008, driven by a reduction in personal injury expense and asbestos-related claims expense. We completed actuarial studies of personal injury expenses in both the second and fourth quarters of 2009 and 2008 and annual reviews of asbestos-related claims in both years, which resulted in a net reduction of $55 million in casualty expense in 2009 versus 2008. The reduction reflects improvements in our safety experience and lower estimated costs to resolve claims. In addition, the year-over-year comparison was favorably impacted by $28 million due to an adverse development with respect to one personal injury claim in 2008 and favorable developments in three cases in 2009. Other costs were also lower in 2009 compared to 2008, driven by a decrease in expenses for freight and property damages, employee travel, and utilities. In addition, higher bad debt expense in 2008 due to the uncertain impact of the recessionary economy drove a favorable year-over-year comparison. Conversely, an additional expense of $30 million related to a transaction with Pacer International, Inc. and higher property taxes partially offset lower costs in 2009.

Non-Operating Items

 

 

 

 Millions    2010     2009     2008    

% Change

2010 v 2009

    

% Change

2009 v 2008

 

 Other income

   $ 54     $ 195     $ 92       (72)%         112%    

 Interest expense

     (602     (600     (511     -             17      

 Income taxes

         (1,653         (1,084         (1,316     52%         (18)%   

Other Income – Other income decreased in 2010 versus 2009 due to lower gains from real estate sales (the second quarter of 2009 included a $116 million pre-tax gain from a land sale to the Regional Transportation District in Colorado) and premiums paid for early debt redemption.

Other income increased $103 million in 2009 compared to 2008 primarily due to higher gains from real estate sales, which included the $116 million pre-tax gain from a land sale in Colorado, and lower interest expense on our receivables securitization facility, resulting from lower interest rates and a lower outstanding balance. Reduced rental and licensing income and lower returns on cash investments, reflecting lower interest rates, partially offset these increases.

Interest Expense – Interest expense was flat in 2010 compared to 2009 due to a modestly higher weighted-average debt level of $9.7 billion, compared to $9.6 billion in 2009, offset by a lower effective interest rate of 6.2% in 2010, compared to 6.3% in 2009.

Interest expense increased in 2009 versus 2008 due primarily to higher weighted-average debt levels. In 2009, the weighted-average debt level was $9.6 billion (including the restructuring of locomotive leases in May of 2009), compared to $8.3 billion in 2008. Our effective interest rate was 6.3% in 2009, compared to 6.1% in 2008.

Income Taxes – Income taxes were higher in 2010 compared to 2009, primarily driven by higher pre-tax income. Our effective tax rate for the year was 37.3% compared to 36.4% in 2009. Income taxes were lower in 2009 compared to 2008, driven by lower pre-tax income. Our effective tax rate for 2009 was 36.4% compared to 36.0% in 2008.

OTHER OPERATING/PERFORMANCE AND FINANCIAL STATISTICS

We report key Railroad performance measures weekly to the Association of American Railroads (AAR), including carloads, average daily inventory of rail cars on our system, average train speed, and average terminal dwell time. We provide this data on our website at www.up.com/investors/reports/index.shtml.

 

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Operating/Performance Statistics

Railroad performance measures reported to the AAR, as well as other performance measures, are included in the table below:

 

 

 

      2010      2009      2008     

% Change

2010 v 2009

    

% Change

2009 v 2008

 

 Average train speed (miles per hour)

     26.2        27.3        23.5        (4)%         16%   

 Average terminal dwell time (hours)

     25.4        24.8        24.9        2%         -        

 Average rail car inventory (thousands)

     274.4        283.1        300.7        (3)%         (6)%   

 Gross ton-miles (billions)

     932.4        846.5        1,020.4        10%         (17)%   

 Revenue ton-miles (billions)

     520.4        479.2        562.6        9%         (15)%   

 Operating ratio

     70.6        76.1        77.4        (5.5) pt         (1.3) pt   

 Employees (average)

     42,884        43,531        48,242        (1)%         (10)%   

 Customer satisfaction index

     89        88        83        1 pt         5 pt   

Average Train Speed – Average train speed is calculated by dividing train miles by hours operated on our main lines between terminals. Maintenance activities and weather disruptions, combined with higher volume levels, led to a 4% decrease in average train speed in 2010 compared to a record set in 2009. Overall, we continued operating a fluid and efficient network during the year. Lower volume levels, ongoing network management initiatives, and productivity improvements contributed to a 16% improvement in average train speed in 2009 compared to 2008.

Average Terminal Dwell Time – Average terminal dwell time is the average time that a rail car spends at our terminals. Lower average terminal dwell time improves asset utilization and service. Average terminal dwell time increased 2% in 2010 compared to 2009, driven in part by our network plan to increase the length of numerous trains to improve overall efficiency, which resulted in higher terminal dwell time for some cars. Average terminal dwell time improved slightly in 2009 compared to 2008 due to lower volume levels combined with initiatives to expedite delivering rail cars to our interchange partners and customers.

Average Rail Car Inventory – Average rail car inventory is the daily average number of rail cars on our lines, including rail cars in storage. Lower average rail car inventory reduces congestion in our yards and sidings, which increases train speed, reduces average terminal dwell time, and improves rail car utilization. Average rail car inventory decreased 3% in 2010 compared to 2009, while we handled 13% increases in carloads during the period compared to 2009. We maintained more freight cars off-line and retired a number of old freight cars, which drove the decreases. Average rail car inventory decreased 6% in 2009 compared to 2008 driven by a 16% decrease in volume. In addition, as carloads decreased, we stored more freight cars off-line.

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. Revenue ton-miles are calculated by multiplying the weight of freight by the number of tariff miles. Gross and revenue-ton-miles increased 10% and 9% in 2010 compared to 2009 due to a 13% increase in carloads. Commodity mix changes (notably automotive shipments) drove the variance in year-over-year growth between gross ton-miles, revenue ton-miles and carloads. Gross and revenue ton-miles decreased 17% and 15% in 2009 compared to 2008 due to a 16% decrease in carloads. Commodity mix changes (notably automotive shipments, which were 30% lower in 2009 versus 2008) drove the difference in declines between gross ton-miles and revenue ton-miles.

Operating Ratio – Operating ratio is defined as our operating expenses as a percentage of operating revenue. Our operating ratio improved 5.5 points to 70.6% in 2010 and 1.3 points to 76.1% in 2009. Efficiently leveraging volume increases, core pricing gains, and productivity initiatives drove the improvement in 2010 and more than offset the impact of higher fuel prices during the year. Core pricing gains, lower fuel prices, network management initiatives, and improved productivity drove the improvement in 2009 and more than offset the 16% volume decline.

Employees – Employee levels were down 1% in 2010 compared to 2009 despite a 13% increase in volume levels. We leveraged the additional volumes through network efficiencies and other productivity initiatives. In addition, we successfully managed the growth of our full-time-equivalent train and engine force levels at a rate less than half of our carload growth in 2010. All other operating functions and

 

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support organizations reduced their full-time-equivalent force levels, benefiting from continued productivity initiatives. Productivity initiatives and lower volumes reduced employee levels 10% throughout the Company in 2009 versus 2008.

Customer Satisfaction Index – Our customer satisfaction survey asks customers to rate how satisfied they are with our performance over the last 12 months on a variety of attributes. A higher score indicates higher customer satisfaction. The improvement in survey results in 2010 and 2009 generally reflects customer recognition of our service quality.

Return on Average Common Shareholders’ Equity

 

 

 

 Millions, Except Percentages    2010      2009     2008  

 Net income

   $ 2,780      $ 1,890     $ 2,335  

 Average equity

   $     17,282      $     16,058     $     15,386  

 

 Return on average common shareholders’ equity

 

  

 

 

 

 

16.1%

 

 

  

 

  

 

 

 

 

11.8

 

 

 

 

 

 

 

 

15.2%

 

 

  

 

Return on Invested Capital as Adjusted (ROIC)

 

 

 

 Millions, Except Percentages    2010     2009     2008  

 Net income

   $ 2,780     $ 1,890     $ 2,335  

 Add: Interest expense

     602       600       511  

 Add: Interest on present value of operating leases

     222       232       299  

 Add: Receivable securitization fees

     -            9       23  

 Less: Taxes on interest and fees

     (307     (306     (300

 

 Net operating profit after taxes as adjusted (a)

 

  

 

$

 

 

3,297

 

 

 

 

 

 

$

 

 

2,425

 

 

 

 

 

 

$

 

 

2,868

 

 

 

 

 Average equity

   $     17,282     $ 16,058     $ 15,386  

 Add: Average debt

     9,545       9,388       8,305  

 Add: Average value of sold receivables

     200       492       592  

 Add: Average present value of operating leases

     3,574       3,681       3,737  

 

 Average invested capital as adjusted (b)

 

  

 

$

 

 

30,601

 

 

 

 

 

 

$

 

 

    29,619

 

 

 

 

 

 

$

 

 

    28,020

 

 

 

 

 

 Return on invested capital as adjusted (a/b)

 

  

 

 

 

 

10.8

 

 

 

 

 

 

 

 

8.2

 

 

 

 

 

 

 

 

10.2%

 

 

  

 

ROIC is considered a non-GAAP financial measure by SEC Regulation G and Item 10 of SEC Regulation S-K, and may not be defined and calculated by other companies in the same manner. We believe this measure is important in evaluating the efficiency and effectiveness of the Corporation’s long-term capital investments. In addition, we currently use ROIC as a performance criteria in determining certain elements of equity compensation for our executives. ROIC should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP. The most comparable GAAP measure is Return on Average Common Shareholders’ Equity. The tables above provide reconciliations from return on average common shareholders’ equity to ROIC. Our 2010 ROIC improved 2.6 points compared to 2009, primarily as a result of higher earnings.

 

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Debt to Capital / Adjusted Debt to Capital

 

 

 Millions, Except Percentages    2010      2009  

 Debt (a)

   $ 9,242      $ 9,848  

 Equity

     17,763        16,801  

 Capital (b)

   $     27,005      $     26,649  

 

 Debt to capital (a/b)

 

  

 

 

 

34.2%

 

  

  

 

 

 

37.0%

 

  

                  
 Millions, Except Percentages   

2010

    

2009

 

 Debt

   $ 9,242      $ 9,848  

 Value of sold receivables

     -             400  

 

 Debt including value of sold receivables

 

  

 

 

 

 

9,242

 

 

 

 

  

 

 

 

 

10,248

 

 

 

 

 Net present value of operating leases

     3,476        3,672  

 Unfunded pension and OPEB

     421        456  

 Adjusted debt (a)

   $ 13,139      $ 14,376  

 Equity

     17,763        16,801  

 Adjusted capital (b)

   $     30,902      $     31,177  

 

 Adjusted debt to capital (a/b)

 

  

 

 

 

 

42.5%

 

 

  

 

  

 

 

 

 

46.1%

 

 

  

 

Adjusted debt to capital is a non-GAAP financial measure under SEC Regulation G and Item 10 of SEC Regulation S-K. We believe this measure is important to management and investors in evaluating the total amount of leverage in our capital structure, including off-balance sheet lease obligations, which we generally incur in connection with financing the acquisition of locomotives and freight cars and certain facilities. Effective January 1, 2010, the value of the outstanding undivided interest held by investors under our receivables securitization facility is included in our Consolidated Statement of Financial Position as debt due after one year. At December 31, 2010, that amount was $100 million. Operating leases were discounted using 6.2% at December 31, 2010 and 6.3% at December 31, 2009. The lower discount rate reflects changes to interest rates and our current financing costs. We monitor the ratio of adjusted debt to capital as we manage our capital structure to balance cost-effective and efficient access to the capital markets with the Corporation’s overall cost of capital. Adjusted debt to capital should be considered in addition to, rather than as a substitute for, debt to capital. The tables above provide reconciliations from debt to capital to adjusted debt to capital. Our December 31, 2010 debt to capital ratios decreased as a result of a $606 million net decrease in debt from December 31, 2009. Debt, including the value of our receivables securitization facility, decreased $1.0 billion from December 31, 2009.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2010, our principal sources of liquidity included cash, cash equivalents, our receivables securitization facility, and our revolving credit facility, as well as the availability of commercial paper and other sources of financing through the capital markets (such as the remaining authority under our shelf registration). We had $1.9 billion of committed credit available under our credit facility, with no borrowings outstanding as of December 31, 2010. We did not make any borrowings under this facility during 2010. The value of the outstanding undivided interest held by investors under the receivables securitization facility was $100 million as of December 31, 2010, and is included in our Consolidated Statements of Financial Position as debt due after one year. The receivables securitization facility is subject to certain requirements, including maintenance of an investment grade bond rating. If our bond rating were to deteriorate, it could have an adverse impact on our liquidity. Access to commercial paper as well as other capital market financings is dependent on market conditions. Deterioration of our operating results or financial condition due to internal or external factors could negatively impact our ability to access capital markets as a source of liquidity. Access to liquidity through the capital markets is also dependent on our financial stability. We expect that we will continue to have access to liquidity by issuing bonds to public or private investors based on our assessment of the current condition of the credit markets.

At December 31, 2010 and 2009, we had a working capital surplus, which in 2010 continues to be the result of our decision in 2009 to maintain additional cash reserves to enhance liquidity in response to

 

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uncertain economic conditions. Historically, we have had a working capital deficit, which is common in our industry and does not indicate a lack of liquidity. We maintain adequate resources and, when necessary, have access to capital to meet any daily and short-term cash requirements, and we have sufficient financial capacity to satisfy our current liabilities.

 

 

 Cash Flows

 Millions

   2010     2009     2008  

 Cash provided by operating activities

   $ 4,105     $ 3,204     $ 4,044  

 Cash used in investing activities

         (2,488         (2,145         (2,738

 Cash used in financing activities

     (2,381     (458     (935

 

 Net change in cash and cash equivalents

 

  

 

$

 

 

(764

 

 

 

 

 

$

 

 

601

 

 

 

 

 

 

$

 

 

371

 

 

 

 

Operating Activities

Higher net income in 2010 increased cash provided by operating activities compared to 2009. Conversely, the adoption of a new accounting standard for our receivables securitization facility from a sale of undivided interests (recorded as an operating activity) to a secured borrowing (recorded as a financing activity) decreased cash provided by operating activities by $400 million in 2010 versus $184 million in 2009. Lower net income in 2009, a reduction of $184 million in the outstanding balance of our receivables securitization facility, higher pension contributions of $72 million, and changes to working capital combined to decrease cash provided by operating activities compared to 2008.

Investing Activities

Higher capital investments and lower proceeds from asset sales in 2010 drove the increase in cash used in investing activities compared to 2009. Lower capital investments and higher proceeds from asset sales drove the decrease in cash used in investing activities in 2009 versus 2008.

The tables below detail cash capital investments and track statistics for the years ended December 31, 2010, 2009, and 2008:

 

 

 

 Millions

   2010      2009      2008  

 Rail and other track material

   $ 626      $ 614      $ 620  

 Ties

     444        449        425  

 Ballast

     190        208        243  

 Other [a]

     365        338        386  

 

 Total road infrastructure replacements

 

  

 

 

 

 

1,625

 

 

 

 

  

 

 

 

 

1,609

 

 

 

 

  

 

 

 

 

1,674

 

 

 

 

 Line expansion and other capacity projects

     122        162        488  

 Commercial facilities

     227        193        254  

 

 Total capacity and commercial facilities

 

  

 

 

 

 

349

 

 

 

 

  

 

 

 

 

355

 

 

 

 

  

 

 

 

 

742

 

 

 

 

 Locomotives and freight cars

     330        272        164  

 Positive Train Control

     84        28        -   

 Technology and other

     94        90        174  

 

 Total cash capital investments

 

  

 

$

 

 

    2,482

 

 

 

 

  

 

$

 

 

    2,354

 

 

 

 

  

 

$

 

 

    2,754

 

 

 

 

 

[a]

Other includes bridges and tunnels, signals, other road assets, and road work equipment.

 

     

 

2010

    

 

2009

    

 

2008

 

 Track miles of rail replaced

     795        841        810  

 Track miles of rail capacity expansion

     46        62        118  

 New ties installed (thousands)

     4,334        4,814        4,599  

 Miles of track surfaced

       10,883          15,128          14,454  

Capital Plan – In 2011, we expect our total capital investments to be approximately $3.2 billion, which may be revised if business conditions warrant or if new laws or regulations affect our ability to generate sufficient returns on these investments. We expect that approximately 65% of our 2011 capital

 

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investments will replace and improve existing capital assets. Major investment categories include replacing and improving track infrastructure; increasing network and terminal capacity; upgrading our locomotive, freight car and container fleet, including acquiring 100 locomotives, 600 covered hoppers, 4,800 containers and 4,800 chassis; improving technology, including investing in PTC; and other capital projects. We expect to fund our 2011 cash capital investments through cash generated from operations, the sale or lease of various operating and non-operating properties, issuance of long-term debt, and cash on hand at December 31, 2010. Our annual capital plan is a critical component of our long-term strategic plan, which we expect will enhance the long-term value of the Corporation for our shareholders by providing sufficient resources to (i) replace and improve our existing track infrastructure to provide safe and fluid operations, (ii) increase network efficiency by adding or improving facilities and track, and (iii) make investments that meet customer demand and take advantage of opportunities for long-term growth.

Financing Activities

Cash used in financing activities increased in 2010 versus 2009. During 2010, we repurchased $1.2 billion of shares under our common stock repurchase program, compared to no repurchases in 2009. Additionally, our net debt reduction in 2010 was $518 million compared to $28 million in 2009, which also contributed to the increase in cash used in financing activities in 2010. Cash used in financing activities decreased in 2009 versus 2008 driven by share repurchases totaling $1.6 billion in 2008. Additionally, debt repayments were $337 million lower in 2009, partially offset by lower new debt issuances of $1.4 billion and higher dividend payments (we increased our dividend from $0.22 per share to $0.27 per share, effective in the third quarter of 2008). The restructuring of equipment leases in 2009 also generated $87 million in cash consideration, further contributing to the decrease.

Credit Facilities – On December 31, 2010, we had $1.9 billion of credit available under our revolving credit facility (the facility). The facility is designated for general corporate purposes and supports the issuance of commercial paper. We did not draw on the facility during 2010. Commitment fees and interest rates payable under the facility are similar to fees and rates available to comparably rated, investment-grade borrowers. The facility allows borrowings at floating rates based on London Interbank Offered Rates, plus a spread, depending upon our senior unsecured debt ratings. The facility requires Union Pacific Corporation to maintain a debt-to-net-worth coverage ratio as a condition to making a borrowing. At December 31, 2010, and December 31, 2009 (and at all times during these periods), 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 Title IV of ERISA. At December 31, 2010, the debt-to-net-worth coverage ratio allowed us to carry up to $35.5 billion of debt (as defined in the facility), and we had $9.7 billion of debt (as defined in the facility) outstanding at that date. Under our current capital plans, we expect to continue to satisfy the debt-to-net-worth coverage ratio; however, many factors beyond our reasonable control (including the Risk Factors in Item 1A of this report) could affect our ability to comply with this provision in the future. The facility does not include any other financial restrictions, credit rating triggers (other than rating-dependent pricing), or any other provision that could require us to post collateral. The facility also includes a $75 million cross-default provision and a change-of-control provision. The facility will expire in April 2012 in accordance with its terms, and we currently intend to replace the facility with a substantially similar credit agreement on or before the expiration date, which is consistent with our past practices with respect to our credit facilities.

During 2010, we did not issue or repay any commercial paper and, at December 31, 2010, we had no commercial paper outstanding. Our commercial paper balance is supported by our revolving credit facility but does not reduce the amount of borrowings available under the facility.

At December 31, 2010, we reclassified as long-term debt approximately $100 million of debt due within one year that we intend to refinance. This reclassification reflected our ability and intent to refinance any short-term borrowings and certain current maturities of long-term debt on a long-term basis. At December 31, 2009, we reclassified as long-term debt approximately $320 million of debt due within one year that we intended to refinance at that time.

 

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Ratio of Earnings to Fixed Charges

For each of the years ended December 31, 2010, 2009, and 2008, our ratio of earnings to fixed charges was 6.9, 4.9, and 5.9, respectively. The ratio of earnings to fixed charges was computed on a consolidated basis. Earnings represent income from continuing operations, less equity earnings net of distributions, plus fixed charges and income taxes. Fixed charges represent interest charges, amortization of debt discount, and the estimated amount representing the interest portion of rental charges. (See Exhibit 12 to this report for the calculation of the ratio of earnings to fixed charges.)

Common Shareholders’ Equity

Dividend Restrictions – Our revolving credit facility includes a debt-to-net worth covenant (discussed in the Credit Facilities section above) that, under certain circumstances, restricts the payment of cash dividends to our shareholders. The amount of retained earnings available for dividends was $12.9 billion and $11.6 billion at December 31, 2010 and 2009, respectively.

Share Repurchase Program – On May 1, 2008, our Board of Directors authorized the repurchase of 40 million common shares by March 31, 2011. Management’s assessments of market conditions and other pertinent facts guide the timing and volume of all repurchases. Any share repurchases under this program are expected to be funded through cash generated from operations, the sale or lease of various operating and non-operating properties, debt issuances, and cash on hand. Repurchased shares are recorded in treasury stock at cost, which includes any applicable commissions and fees.

 

 

      Number of Shares Purchased      Average Price Paid  
      2010      2009      2010      2009  

 First quarter

     -                           -       $ -       $ -   

 Second quarter

     6,496,400        -         71.74        -   

 Third quarter

     7,643,400        -         73.19        -   

 Fourth quarter

     2,500,596        -         89.39        -   

 

 Total

 

  

 

 

 

 

16,640,396

 

 

 

 

  

 

 

 

 

-

 

 

  

 

  

 

$

 

 

75.06

 

 

 

 

  

 

$

 

 

-

 

 

  

 

 

 Remaining number of shares that may yet be repurchased

 

  

                    

 

 

 

 

15,936,694

 

 

 

 

On February 3, 2011, our Board of Directors authorized us to repurchase up to 40 million additional shares of our common stock under a new program effective from April 1, 2011 through March 31, 2014.

Shelf Registration Statement and Significant New Borrowings – We filed a shelf registration statement, which became effective upon filing on February 10, 2010. Our Board of Directors authorized the issuance of up to $3 billion of debt securities, replacing the $2.25 billion of authority remaining under our shelf registration filed in March 2007. Under the shelf registration, we may issue, from time to time, any combination of debt securities, preferred stock, common stock, or warrants for debt securities or preferred stock in one or more offerings.

During 2010, we issued the following unsecured, fixed-rate debt securities under our current shelf registration:

 

 

 Date

   Description of Securities

 August 2, 2010

  

$500 million of 4.00% Notes due February 1, 2021

The net proceeds from the offering were used for general corporate purposes, including the repurchase of common stock pursuant to our share repurchase program. These debt securities include change-of-control provisions.

We have no immediate plans to issue equity securities; however, we will continue to explore opportunities to replace existing debt or access capital through issuances of debt securities under our shelf registration, and, therefore, we may issue additional debt securities at any time. At December 31, 2010, we had remaining authority to issue up to $2.5 billion of debt securities under our shelf registration.

 

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Debt Exchange – On July 14, 2010, we exchanged $376 million of 7.875% notes due in 2019 (Existing Notes) for 5.78% notes (New Notes) due July 15, 2040, plus cash consideration of approximately $96 million and $15 million for accrued and unpaid interest on the Existing Notes. The cash consideration, recorded as an adjustment to the carrying value of debt, and the balance of the unamortized discount and issue costs from the Existing Notes are being amortized as an adjustment of interest expense over the term of the New Notes. No gain or loss was recognized as a result of the exchange. Costs related to the debt exchange that were payable to parties other than the debt holders totaled approximately $2 million and were included in interest expense during the third quarter.

Debt Redemptions – 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 – In June 2009, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2009-16, Accounting for Transfers of Financial Assets (ASU 2009-16). ASU 2009-16 limits the circumstances in which transferred financial assets can be derecognized and requires enhanced disclosures regarding transfers of financial assets and a transferor’s continuing involvement with transferred financial assets. We adopted the authoritative accounting standard on January 1, 2010. As a result, we no longer account for the value of the outstanding undivided interest held by investors under our receivables securitization facility as a sale. In addition, transfers of receivables occurring on or after January 1, 2010, are reflected as debt issued in our Consolidated Statements of Cash Flows, and the value of the outstanding undivided interest held by investors at December 31, 2010, is accounted for as a secured borrowing and is included in our Consolidated Statements of Financial Position as debt due after one year.

Under the receivables securitization facility, the Railroad sells most of its accounts receivable to Union Pacific Receivables, Inc. (UPRI), a bankruptcy-remote subsidiary. UPRI may subsequently transfer, without recourse on a 364-day revolving basis, an undivided interest in eligible accounts receivable to investors. The total capacity to transfer undivided interests to investors under the facility was $600 million at December 31, 2010 and 2009, respectively. The value of the outstanding undivided interest held by investors under the facility was $100 million and $400 million at December 31, 2010 and 2009, respectively. The value of the undivided interest held by investors was supported by $960 million and $817 million of accounts receivable at December 31, 2010 and 2009, respectively. At December 31, 2010 and 2009, the value of the interest retained by UPRI was $960 million and $417 million, respectively. This retained interest is included in accounts receivable, net in our Consolidated Statements of Financial Position.

The value of the outstanding undivided interest held by investors could fluctuate based upon the availability of eligible receivables and is directly affected by changing business volumes and credit risks, including default and dilution. If default or dilution ratios increase one percent, the value of the outstanding undivided interest held by investors would not change as of December 31, 2010. Should our credit rating fall below investment grade, the value of the outstanding undivided interest held by investors would be reduced, and, in certain cases, the investors would have the right to discontinue the facility.

The Railroad collected approximately $16.3 billion and $13.8 billion of receivables during the years ended December 31, 2010 and 2009, respectively. UPRI used certain of these proceeds to purchase new receivables under the facility.

The costs of the receivables securitization facility include interest, which will vary based on prevailing commercial paper rates, program fees paid to banks, commercial paper issuing costs, and fees for unused commitment availability. The costs of the receivables securitization facility are included in interest expense and were $6 million during 2010. Prior to adoption of the new accounting standard, the costs of the receivables securitization facility were included in other income and were $9 million and $23 million for 2009 and 2008, respectively.

The investors have no recourse to the Railroad’s other assets, except for customary warranty and indemnity claims. Creditors of the Railroad do not have recourse to the assets of UPRI.

In August 2010, the receivables securitization facility was renewed for an additional 364-day period at comparable terms and conditions.

 

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Contractual Obligations and Commercial Commitments

As described in the notes to the Consolidated Financial Statements and as referenced in the tables below, we have contractual obligations and commercial commitments that may affect our financial condition. Based on our assessment of the underlying provisions and circumstances of our contractual obligations and commercial commitments, including material sources of off-balance sheet and structured finance arrangements, other than the risks that we and other similarly situated companies face with respect to the condition of the capital markets (as described in Item 1A of Part II of this report), there is no known trend, demand, commitment, event, or uncertainty that is reasonably likely to occur that would have a material adverse effect on our consolidated results of operations, financial condition, or liquidity. In addition, our commercial obligations, financings, and commitments are customary transactions that are similar to those of other comparable corporations, particularly within the transportation industry.

The following tables identify material obligations and commitments as of December 31, 2010:

 

              Payments Due by December 31,  
 Contractual Obligations                                              After         
 Millions    Total      2011      2012      2013      2014      2015      2015      Other  

 Debt [a]

   $ 12,392      $ 594      $ 926      $ 998      $ 979      $ 604      $ 8,291      $ -   

 Operating leases

     4,921        613        526        461        382        340        2,599        -   

 Capital lease obligations [b]

     2,693        311        251        253        261        262        1,355        -   

 Purchase obligations [c]

     3,820        1,395        484        375        357        223        954        32  

 Other post retirement benefits [d]

     256        27        27        27        26        26        123        -   

 Income tax contingencies [e]

     86        68        -         -         -         -         -         18  

 

 Total contractual obligations

 

  

 

$

 

 

24,168

 

 

 

 

  

 

$

 

 

3,008

 

 

 

 

  

 

$

 

 

2,214

 

 

 

 

  

 

$

 

 

2,114

 

 

 

 

  

 

$

 

 

2,005

 

 

 

 

  

 

$

 

 

1,455

 

 

 

 

  

 

$

 

 

13,322

 

 

 

 

  

 

$

 

 

50

 

 

 

 

 

[a]

Excludes capital lease obligations of $1,909 million and unamortized discount of $198 million. Includes an interest component of $4,861 million.

 

[b]

Represents total obligations, including interest component of $784 million.

 

[c]

Includes locomotive maintenance contracts; purchase commitments for locomotives, freight cars, containers, fuel, ties, ballast, and rail; and agreements to purchase other goods and services. For amounts where we can not reasonably estimate the year of settlement, the commitments are reflected in the Other column.

 

[d]

Includes estimated other post retirement, medical, and life insurance payments and payments made under the unfunded pension plan for the next ten years. No amounts are included for funded pension as no contributions are currently required.

 

[e]

Income tax contingencies reflect the recorded liability for unrecognized tax benefits, including interest and penalties, as of December 31, 2010. Where we can reasonably estimate the years in which these liabilities may be settled, this is shown in the table. For amounts where we can not reasonably estimate the year of settlement, the obligations are reflected in the Other column.

 

              Amount of Commitment Expiration per Period  
 Other Commercial Commitments                                              After  
 Millions    Total      2011      2012      2013      2014      2015      2015  

 Credit facilities [a]

   $ 1,900      $ -       $ 1,900      $ -       $ -       $ -       $ -   

 Receivables securitization facility [b]

     600        600        -         -         -         -         -   

 Guarantees [c]

     382        66        27        10        214        12        53  

 Standby letters of credit [d]

     23        19        4        -         -         -         -   

 

 Total commercial commitments

 

  

 

$

 

 

2,905

 

 

 

 

  

 

$

 

 

685

 

 

 

 

  

 

$

 

 

1,931

 

 

 

 

  

 

$

 

 

10

 

 

 

 

  

 

$

 

 

214

 

 

 

 

  

 

$

 

 

12

 

 

 

 

  

 

$

 

 

53

 

 

 

 

 

[a]

None of the credit facility was used as of December 31, 2010.

 

[b]

$100 million of the receivables securitization facility was utilized at December 31, 2010, which is accounted for as debt. The full program matures in August 2011.

 

[c]

Includes guaranteed obligations related to our headquarters building, equipment financings, and affiliated operations.

 

[d]

None of the letters of credit were drawn upon as of December 31, 2010.

Off-Balance Sheet Arrangements

Guarantees – At December 31, 2010, we were contingently liable for $382 million in guarantees. We have recorded a liability of $3 million for the fair value of these obligations as of December 31, 2010 and 2009. We entered into these contingent guarantees in the normal course of business, and they include guaranteed obligations related to our headquarters building, equipment financings, and affiliated

 

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operations. The final guarantee expires in 2022. We are not aware of any existing event of default that would require us to satisfy these guarantees. We do not expect that these guarantees will have a material adverse effect on our consolidated financial condition, results of operations, or liquidity.

OTHER MATTERS

Inflation – Long periods of inflation significantly increase asset replacement costs for capital-intensive companies. As a result, assuming that we replace all operating assets at current price levels, depreciation charges (on an inflation-adjusted basis) would be substantially greater than historically reported amounts.

Derivative Financial Instruments – We may use derivative financial instruments in limited instances to assist in managing our overall exposure to fluctuations in interest rates and fuel prices. We are not a party to leveraged derivatives and, by policy, do not use derivative financial instruments for speculative purposes. Derivative financial instruments qualifying for hedge accounting must maintain a specified level of effectiveness between the hedging instrument and the item being hedged, both at inception and throughout the hedged period. We formally document the nature and relationships between the hedging instruments and hedged items at inception, as well as our risk-management objectives, strategies for undertaking the various hedge transactions, and method of assessing hedge effectiveness. Changes in the fair market value of derivative financial instruments that do not qualify for hedge accounting are charged to earnings. We may use swaps, collars, futures, and/or forward contracts to mitigate the risk of adverse movements in interest rates and fuel prices; however, the use of these derivative financial instruments may limit future benefits from favorable price movements.

Market and Credit Risk – We address market risk related to derivative financial instruments by selecting instruments with value fluctuations that highly correlate with the underlying hedged item. We manage credit risk related to derivative financial instruments, which is minimal, by requiring high credit standards for counterparties and periodic settlements. At December 31, 2010 and 2009, we were not required to provide collateral, nor had we received collateral, relating to our hedging activities.

Determination of Fair Value – We determine the fair values of our derivative financial instrument positions based upon current fair values as quoted by recognized dealers or the present value of expected future cash flows.

Sensitivity Analyses – The sensitivity analyses that follow illustrate the economic effect that hypothetical changes in interest rates could have on our results of operations and financial condition. These hypothetical changes do not consider other factors that could impact actual results.

At December 31, 2010, we had variable-rate debt representing approximately 2.2% of our total debt. If variable interest rates average one percentage point higher in 2011 than our December 31, 2010 variable rate, which was approximately 0.9%, our interest expense would increase by approximately $2 million. This amount was determined by considering the impact of the hypothetical interest rate on the balances of our variable-rate debt at December 31, 2010.

Market risk for fixed-rate debt is estimated as the potential increase in fair value resulting from a hypothetical one percentage point decrease in interest rates as of December 31, 2010, and amounts to an increase of approximately $824 million to the fair value of our debt at December 31, 2010. We estimated the fair values of our fixed-rate debt by considering the impact of the hypothetical interest rates on quoted market prices and current borrowing rates.

Interest Rate Fair Value Hedges – We manage our overall exposure to fluctuations in interest rates by adjusting the proportion of fixed and floating rate debt instruments within our debt portfolio over a given period. We generally manage the mix of fixed and floating rate debt through the issuance of targeted amounts of each as debt matures or as we require incremental borrowings. We employ derivatives, primarily swaps, as one of the tools to obtain the targeted mix. In addition, we also obtain flexibility in managing interest costs and the interest rate mix within our debt portfolio by evaluating the issuance of and managing outstanding callable fixed-rate debt securities.

Swaps allow us to convert debt from fixed rates to variable rates and thereby hedge the risk of changes in the debt’s fair value attributable to the changes in interest rates. We account for swaps as fair value hedges using the short-cut method as allowed by the Derivatives and Hedging Topic of the FASB

 

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Accounting Standards Codification (ASC); therefore, we do not record any ineffectiveness within our Consolidated Financial Statements.

Interest Rate Cash Flow Hedges – We report changes in the fair value of cash flow hedges in accumulated other comprehensive loss until the hedged item affects earnings. At December 31, 2010 and 2009, we had reductions of $3 million recorded as an accumulated other comprehensive loss that is being amortized on a straight-line basis through September 30, 2014. As of December 31, 2010 and 2009, we had no interest rate cash flow hedges outstanding.

Recently Issued Accounting Pronouncements – In June 2009, the FASB issued Accounting Standards Update No. 2009-16, Accounting for Transfers of Financial Assets (ASU 2009-16). ASU 2009-16 limits the circumstances in which transferred financial assets can be derecognized and requires enhanced disclosures regarding transfers of financial assets and a transferor’s continuing involvement with transferred financial assets. We adopted the authoritative accounting standard on January 1, 2010. As a result, we no longer account for the value of the outstanding undivided interest held by investors under our receivables securitization facility as a sale. In addition, transfers of receivables occurring on or after January 1, 2010, are reflected as debt issued in our Consolidated Statements of Cash Flows and recognized as debt due after one year in our Consolidated Statements of Financial Position.

Asserted and Unasserted Claims – Various claims and lawsuits are pending against us and certain of our subsidiaries. We cannot fully determine the effect of all asserted and unasserted claims on our consolidated results of operations, financial condition, or liquidity; however, to the extent possible, where asserted and unasserted claims are considered probable and where such claims can be reasonably estimated, we have recorded a liability. We do not expect that any known lawsuits, claims, environmental costs, commitments, contingent liabilities, or guarantees will have a material adverse effect on our consolidated results of operations, financial condition, or liquidity after taking into account liabilities and insurance recoveries previously recorded for these matters.

Indemnities – Our maximum potential exposure under indemnification arrangements, including certain tax indemnifications, can range from a specified dollar amount to an unlimited amount, depending on the nature of the transactions and the agreements. Due to uncertainty as to whether claims will be made or how they will be resolved, we cannot reasonably determine the probability of an adverse claim or reasonably estimate any adverse liability or the total maximum exposure under these indemnification arrangements. We do not have any reason to believe that we will be required to make any material payments under these indemnity provisions.

Climate Change – Although climate change could have an adverse impact on our operations and financial performance in the future (see Risk Factors under Item 1A of this report), we are currently unable to predict the manner or severity of such impact. However, we continue to take steps and explore opportunities to reduce 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 with GAAP. The preparation of these financial statements requires estimation and judgment that affect the reported amounts of revenues, expenses, assets, and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The following critical accounting policies are a subset of our significant accounting policies described in Note 2 to the Financial Statements and Supplementary Data, Item 8. These critical accounting policies affect significant areas of our financial statements and involve judgment and estimates. If these estimates differ significantly from actual results, the impact on our Consolidated Financial Statements may be material.

Personal Injury – The cost of personal injuries to employees and others related to our activities is charged to expense based on estimates of the ultimate cost and number of incidents each year. We use an actuarial analysis to measure the expense and liability, including unasserted claims. The Federal Employers’ Liability Act (FELA) governs compensation for work-related accidents. Under FELA, damages

 

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are assessed based on a finding of fault through litigation or out-of-court settlements. We offer a comprehensive variety of services and rehabilitation programs for employees who are injured at work.

Our personal injury liability is discounted to present value using applicable U.S. Treasury rates. Approximately 88% of the recorded liability related to asserted claims, and approximately 12% related to unasserted claims at December 31, 2010. Because of the uncertainty surrounding the ultimate outcome of personal injury claims, it is reasonably possible that future costs to settle these claims may range from approximately $426 million to $464 million. We record an accrual at the low end of the range as no amount of loss is more probable than any other. Our personal injury liability activity was as follows:

 

 Millions    2010     2009     2008  

 Beginning balance

   $         545     $         621     $         593  

 Current year accruals

     155       174       226  

 Changes in estimates for prior years

     (101     (95     (25

 Payments

     (173     (155     (173

 

 Ending balance at December 31

 

  

 

$

 

 

426

 

 

 

 

 

 

$

 

 

545

 

 

 

 

 

 

$

 

 

621

 

 

 

 

 

 Current portion, ending balance at December 31

 

  

 

$

 

 

140

 

 

 

 

 

 

$

 

 

158

 

 

 

 

 

 

$

 

 

186

 

 

 

 

Our personal injury claims activity was as follows:

 

      2010     2009     2008  

 Open claims, beginning balance

     3,500       4,079       4,084  

 New claims

     2,843       3,012       3,692  

 Settled or dismissed claims

     (3,192     (3,591     (3,697

 

 Open claims, ending balance at December 31

 

  

 

 

 

 

3,151

 

 

 

 

 

 

 

 

 

3,500

 

 

 

 

 

 

 

 

 

4,079

 

 

 

 

Asbestos – We are a defendant in a 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. The liability for resolving both asserted and unasserted claims was based on the following assumptions:

 

   

The ratio of future claims by alleged disease would be consistent with historical averages.

 

   

The number of claims filed against us will decline each year.

 

   

The average settlement values for asserted and unasserted claims will be equivalent to historical averages.

 

   

The percentage of claims dismissed in the future will be equivalent to historical averages.

Our liability for asbestos-related claims is not discounted to present value due to the uncertainty surrounding the timing of future payments. Approximately 22% of the recorded liability related to asserted claims and approximately 78% related to unasserted claims at December 31, 2010. Because of the uncertainty surrounding the ultimate outcome of asbestos-related claims, it is reasonably possible that future costs to settle these claims may range from approximately $162 million to $178 million. We record an accrual at the low end of the range as no amount of loss is more probable than any other. In conjunction with the liability update performed in 2010, we also reassessed estimated insurance recoveries. We have recognized an asset for estimated insurance recoveries at December 31, 2010 and 2009. Our asbestos-related liability activity was as follows:

 

 Millions    2010     2009     2008  

 Beginning balance

   $         174     $         213     $         265  

 Accruals/(credits)

     (1     (25     (42

 Payments

     (11     (14     (10

 

 Ending balance at December 31

 

  

 

$

 

 

162

 

 

 

 

 

 

$

 

 

174

 

 

 

 

 

 

$

 

 

213

 

 

 

 

 

 Current portion, ending balance at December 31

 

  

 

$

 

 

12

 

 

 

 

 

 

$

 

 

13

 

 

 

 

 

 

$

 

 

12

 

 

 

 

 

43


Table of Contents

Our asbestos-related claims activity was as follows:

 

      2010      2009      2008  

 Open claims, beginning balance

     1,670         1,867         2,086   

 New claims

     216         249         256   

 Settled or dismissed claims

     (449)         (446)         (475)   

 

 Open claims, ending balance at December 31