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«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 ...»

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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, 2014

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 (I.R.S. Employer incorporation or organization) 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.  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  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.  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).  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.

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  Accelerated filer Non-accelerated filer Smaller reporting company

–  –  –

The number of shares outstanding of the registrant’s Common Stock as of January 30, 2015 was 881,284,029.

Documents Incorporated by Reference – Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 14, 2015, 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.

–  –  –

Chairman’s Letter

Directors and Senior Management

–  –  –

Item 1. Business

Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 2. Properties

Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures

Executive Officers of the Registrant and Principal Executive Officers of Subsidiaries

PART II

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

Item 6. Selected Financial Data

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

Critical Accounting Policies

Cautionary Information

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Management’s Annual Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm

Item 9B. Other Information

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions and Director Independence

Item 14. Principal Accountant Fees and Services

PART IV

Item 15. Exhibits, Financial Statement Schedules

Signatures

Certifications

2 February 6, 2015Fellow Shareholders:





I am happy to report another successful year for Union Pacific in 2014. We set numerous financial records, achieving record earnings per share of $5.75 while improving our operating ratio to a record low

63.5 percent, 2.6 points better than 2013. Our return on invested capital* was an all-time high of 16.2 percent, up 1.5 percentage points year-over-year. As a result, Union Pacific was able to reward its shareholders with increased returns in 2014. We increased our quarterly declared dividend per share twice last year, with total dividends declared for 2014 growing 29 percent compared to the full year 2013.

We also repurchased $3.2 billion in Union Pacific shares, a 45 percent increase from 2013. UP’s stock price reached an all-time high in 2014, increasing 42 percent, and outpacing the S&P 500 by 30 percentage points.

Union Pacific handled robust volume growth of 7 percent last year. A record grain harvest and increased frac sand shipments drove particularly strong growth in Agricultural Products and Industrial Products, respectively. Increased international volumes and continued highway-to-rail conversions also drove strong growth in Intermodal. Our Automotive and Coal businesses recorded modest volume gains over 2013, while our Chemicals business was up slightly, as growth in base chemicals more than offset a decline in crude-by-rail shipments during the year.

Throughout the year we maintained our unrelenting focus on safety. We achieved an all-time record low reportable personal injury rate while the reportable rate for rail equipment incidents improved 7 percent over last year. The team has made great progress on our way toward achieving our ultimate goal of an incident free environment. Our commitment to risk reduction, Courage to Care, and Total Safety Culture will continue to lead the way so that every employee returns home safely.

Strong carload growth combined with significant weather disruptions to affect the performance of our network during 2014. Average system velocity, as reported to the AAR, decreased 8 percent and average terminal dwell increased 12 percent when compared to 2013. Throughout 2014 we worked hard to improve the fluidity of our network and the service we provided to our customers. In total, we increased our TE&Y workforce by more than 1,700 employees and added around 800 locomotives, including 261 new units, to our active fleet. We are encouraged by the progress we have made, and remain committed to further improvement.

Our capital program helps ensure we have the resources and network capacity required to handle our current volumes as well as future growth. In total we spent $4.1 billion in 2014, strengthening the franchise. This included $2.3 billion in replacement capital to harden our infrastructure, and to improve the safety and resiliency of our network. In addition, we spent $1.4 billion on service, growth, and productivity initiatives driven by investments in capacity, commercial facilities, and equipment. We also continued to make progress toward completing the federally mandated Positive Train Control project.

Going forward, we will continue to focus on generating the strong returns needed to support our ongoing capital investment.

With our extensive geographic coverage, our unparalleled access to Gulf and West Coast ports, and the industry’s best access to Mexico, Union Pacific is well-positioned to compete successfully across a wide variety of business segments. In a dynamic environment, this diversity is a great strength of our franchise, which will enable us to serve the growing markets of tomorrow.

As always, there will be challenges to overcome in the year ahead, but we also see growth opportunities to be realized across many of our business sectors. Efficiency is also a cornerstone of our success, and we will continue to build on the progress we’ve made in improving our network capabilities so we can provide the safe, reliable service our customers expect and deserve.

I could not be more proud of the dedicated men and women of Union Pacific who have worked so hard to achieve our success this past year. I am confident that our team will continue to develop the potential of our strong franchise, enhancing the value proposition for our customers, and providing increasing returns for our shareholders.

Chairman

–  –  –

Item 1. Business GENERAL Union Pacific Railroad is the principal operating company of Union Pacific Corporation.

One of America's most recognized companies, Union Pacific Railroad links 23 states in the western two-thirds of the country by rail, providing a critical link in the global supply chain. The Railroad’s diversified business mix includes Agricultural Products, Automotive, Chemicals, Coal, Industrial Products and Intermodal. Union Pacific serves many of the fastest-growing U.S. population centers, operates from all major West Coast and Gulf Coast ports to eastern gateways, connects with Canada's rail systems and is the only railroad serving all six major Mexico gateways. Union Pacific provides value to its roughly 10,000 customers by delivering products in a safe, reliable, fuel-efficient and environmentally responsible manner.

Union Pacific Corporation was incorporated in Utah in 1969 and maintains its principal executive 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”, “Company”, “we”, “us”, and “our” shall mean Union Pacific Corporation and its subsidiaries, including Union Pacific Railroad Company, which we separately refer to as “UPRR” or the “Railroad”.

Available Information – Our Internet website is www.up.com. We make available free of charge on 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; our current reports on Form 8K; our proxy statements; Forms 3, 4, and 5, filed on behalf of our directors and certain executive officers;

and amendments to such reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act). We provide these reports and statements 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.

  OPERATIONS The Railroad, along with its subsidiaries and rail affiliates, is our one reportable operating segment.

Although we provide revenue by commodity group, we analyze the net financial results of the Railroad 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).

5 Operations – UPRR is a Class I railroad 2014 Freight Revenue operating in the U.S. We have 31,974 route miles, linking Pacific Coast and Gulf Coast ports with the Midwest and eastern U.S.



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