UNP 10-K Annual Report Dec. 31, 2019 | Alphaminr

UNP 10-K Fiscal year ended Dec. 31, 2019

UNION PACIFIC CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

4(a) Description of securities registered under Section 12 of the Exchange Act. 10(a) Form of Performance Stock Unit Agreement dated February 6, 2020. 10(b) Form of Non-Qualified Stock Option Agreement for Executives dated February 6, 2020. 10(c) Union Pacific Corporation Policy for Recoupment of Incentive Compensation, effective January 1, 2020. 10(d) Union Pacific Corporation 2013 Stock Incentive Plan, effective May 16, 2013, as amended effective as of January 1, 2020. 10(e) Union Pacific Corporation Executive Incentive Plan, effective May 5, 2005, amended and restated effective January 1, 2020. 21 List of the Corporations significant subsidiaries and their respective states of incorporation. 23 Independent Registered Public Accounting Firms Consent. 24 Powers of attorney executed by the directors of UPC. 31(a) Certifications Pursuant to Rule 13a-14(a), of the Exchange Act, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Lance M. Fritz. 31(b) Certifications Pursuant to Rule 13a-14(a), of the Exchange Act, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Jennifer L. Hamann. 32 Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Lance M. Fritz and Jennifer L. Hamann. 3(a) Restated Articles of Incorporation of UPC, as amended and restated through June 27, 2011, and as further amended May 15, 2014, are incorporated herein by reference to Exhibit 3(a) to the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. 3(b) By-Laws of UPC, as amended, effective November 19, 2015, are incorporated herein by reference to Exhibit 3.2 to the Corporations Current Report on Form 8-K dated November 19, 2015. 4(d) Form of 2.950% Note due 2022 is incorporated by reference to Exhibit 4.1 to the Corporations Current Report on Form 8-K dated February 19, 2019. 4(e) Form of 3.150% Note due 2024 is incorporated by reference to Exhibit 4.2 to the Corporations Current Report on Form 8-K dated February 19, 2019. 4(f) Form of 3.700% Note due 2029 is incorporated by reference to Exhibit 4.3 to the Corporations Current Report on Form 8-K dated February 19, 2019. 4(g) Form of 4.300% Note due 2049 is incorporated by reference to Exhibit 4.4 to the Corporations Current Report on Form 8-K dated February 19, 2019. 4(h) Form of 3.550% Note due 2039 is incorporated by reference to Exhibit 4.1 to the Corporations Current Report on Form 8-K dated August 5, 2019. 4(i) Form of 3.950% Note due 2059 is incorporated by reference to Exhibit 4.2 to the Corporations Current Report on Form 8-K dated August 5, 2019. 10(g) Supplemental Thrift Plan (409A Grandfathered Component) of Union Pacific Corporation, as amended March 1, 2013, is incorporated herein by reference to Exhibit 10(d) to the Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. 10(h) Supplemental Pension Plan for Officers and Managers (409A Grandfathered Component) of Union Pacific Corporation and Affiliates, as amended February 1, 2013, and March 1, 2013 is incorporated herein by reference to Exhibit 10(f) to the Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. 10(i) Union Pacific Corporation Key Employee Continuity Plan, as amended February 6, 2014, is incorporated herein by reference to Exhibit 10(d) to the Corporations Annual Report on Form 10-K for the year ended December 31, 2013. 10(j) Deferred Compensation Plan (409A Grandfathered Component) of Union Pacific Corporation, as amended March 1, 2013, is incorporated herein by reference to Exhibit 10(b) to the Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. 10(k) Deferred Compensation Plan (409A Non-Grandfathered Component) of Union Pacific Corporation, as amended December 17, 2013, is incorporated herein by reference to Exhibit 10(e) to the Corporations Annual Report on Form 10-K for the year ended December 31, 2013. 10(l) Union Pacific Corporation 2000 Directors Plan, effective as of April 21, 2000, as amended November 16, 2006, January 30, 2007 and January 1, 2009 is incorporated herein by reference to Exhibit 10(j) to the Corporations Annual Report on Form 10-K for the year ended December 31, 2008. 10(m) Union Pacific Corporation Stock Unit Grant and Deferred Compensation Plan for the Board of Directors (409A Non-Grandfathered Component), effective as of January 1, 2009 is incorporated herein by reference to Exhibit 10(k) to the Corporations Annual Report on Form 10-K for the year ended December 31, 2008. 10(n) Union Pacific Corporation Stock Unit Grant and Deferred Compensation Plan for the Board of Directors (409A Grandfathered Component), as amended and restated in its entirety, effective as of January 1, 2009 is incorporated herein by reference to Exhibit 10(l) to the Corporations Annual Report on Form 10-K for the year ended December 31, 2008. 10(o) UPC 2004 Stock Incentive Plan amended March 1, 2013, is incorporated herein by reference to Exhibit 10(g) to the Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. 10(s) Form of Non-Qualified Stock Option Agreement for Executives is incorporated herein by reference to Exhibit 10(c) to the Corporations Annual Report on Form 10-K for the year ended December 31, 2012. 10(t) Form of Stock Unit Agreement for Executives is incorporated herein by reference to Exhibit 10(b) to the Corporations Annual Report on Form 10-K for the year ended December 31, 2012. 10(u) Form of Non-Qualified Stock Option Agreement for Executives is incorporated herein by reference to Exhibit 10(c) to the Corporations Annual Report on Form 10-K for the year ended December 31, 2013. 10(v) Form of Stock Unit Agreement for Executives is incorporated herein by reference to Exhibit 10(b) to the Corporations Annual Report on Form 10-K for the year ended December 31, 2013. 10(w) Form of 2017 Long Term Plan Stock Unit Agreement is incorporated herein by reference to Exhibit 10(a) to the Corporations Annual Report on Form 10-K for the year ended December 31, 2016. 10(x) Form of 2018 Long Term Plan Stock Unit Agreement is incorporated herein by reference to Exhibit 10(a) to the Corporations Annual Report on Form 10-K for the year ended December 31, 2017. 10(y) Form of 2019 Long Term Plan Stock Unit Agreement is incorporated herein by reference to Exhibit 10(a) to the Corporations Annual Report on Form 10-K for the year ended December 31, 2018. 10(z) Executive Incentive Plan (2005) Deferred Compensation Program, dated December 21, 2005 is incorporated herein by reference to Exhibit 10(g) to the Corporations Annual Report on Form 10-K for the year ended December 31, 2005.