Union Pacific Corporation (UNP) 2020年年度報告「NYSE」.pdf

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1、 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 31,2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE AC

2、T 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,Nebra

3、ska(Address of principal executive offices)68179(Zip Code)(402)544-5000(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each Class Trading SymbolName of each exchange on which registeredCommon Stock(Par Value$2.50 per share)UNPNew Y

4、ork Stock Exchange 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 whe

5、ther 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 pa

6、st 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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

7、to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting compan

8、y,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large Accelerated Filer Accelerated FilerNon-Accelerated Filer Smaller Reporting Company Emerging Growth Company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition peri

9、od for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial

10、reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered accounting firm that prepared or issued its audit report.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No As of June 30,2020,the aggregate market valu

11、e of the registrants Common Stock held by non-affiliates(using the New York Stock Exchange closing price)was$113.5 billion.The number of shares outstanding of the registrants Common Stock as of January 29,2021,was 669,829,363.2 Documents Incorporated by Reference Portions of the registrants definiti

12、ve Proxy Statement for the Annual Meeting of Shareholders to be held on May 13,2021,are incorporated by reference into Part III of this report.The registrants Proxy Statement will be filed with the Securities and Exchange Commission pursuant to Regulation 14A.UNION PACIFIC CORPORATION TABLE OF CONTE

13、NTS Chairmans Letter 3 Directors and Senior Management 5 PART I Item 1.Business 6 Item 1A.Risk Factors 11 Item 1B.Unresolved Staff Comments 16 Item 2.Properties 17 Item 3.Legal Proceedings 19 Item 4.Mine Safety Disclosures 20 Executive Officers of the Registrant and Principal Executive Officers of S

14、ubsidiaries 21 PART II Item 5.Market for the Registrants Common Equity,Related Stockholder Matters,and Issuer Purchases of Equity Securities 22 Item 6.Selected Financial Data 24 Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations 25 Critical Accounting Policie

15、s 41 Cautionary Information 45 Item 7A.Quantitative and Qualitative Disclosures About Market Risk 46 Item 8.Financial Statements and Supplementary Data 46 Report of Independent Registered Public Accounting Firm 47 Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Discl

16、osure 82 Item 9A.Controls and Procedures 82 Managements Annual Report on Internal Control Over Financial Reporting 83 Report of Independent Registered Public Accounting Firm 84 Item 9B.Other Information 85 PART III Item 10.Directors,Executive Officers,and Corporate Governance 85 Item 11.Executive Co

17、mpensation 85 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 85 Item 13.Certain Relationships and Related Transactions and Director Independence 86 Item 14.Principal Accountant Fees and Services 86 PART IV Item 15.Exhibits,Financial Statement S

18、chedules 87 Item 16.Form 10-K Summary 92 Signatures Certifications 93 97 3 February 5,2021 Fellow Shareholders:2020 was a year that no one anticipated.The COVID-19 pandemic impacted our country,economy,and Company in unimaginable ways.Our dedicated employees persevered throughout the year to deliver

19、 on our commitments to our customers while maintaining focus on the health and safety of themselves and their families.Despite this monumental challenge,we took another step on our journey to operational excellence.In 2020,we are reporting earnings per share of$7.88,which is a 6%decrease versus 2019

20、,despite volume declines of 7%.Our operating ratio was a record 59.9%,0.7 points better than last years 60.6%.These results were negatively impacted by a one-time$278 million non-cash impairment charge that reduced earnings per share by$0.31 and increased operating ratio by 140 basis points.Union Pa

21、cifics goal remains to be the best freight railroad in North America.Our strategy to achieve this goal is driven by a Proud and Engaged Workforce.Recognizing that a diverse workforce provides access to the skills and character we need to foster innovation and drive growth,in 2020 we announced long t

22、erm goals to increase the representation of women and minorities in our workforce.Our employees are at the core of everything we do and critical to our success.To achieve operational excellence,we must provide the Safest and Most Reliable Freight Rail Products and Services.Our 2020 safety results de

23、monstrate substantial improvement on rail incidents,while we held the line on personal injuries in a very challenging environment.We want our employees to return home safely every day and to eliminate derailments;our performance in 2020 has us moving in the right direction toward that goal.We also m

24、ade great strides in 2020 to improve the reliability of our service product despite tremendous volume swings as the U.S.economy first shut down,and then reopened.Trip plan compliance for both Intermodal and Manifest/Autos improved 6 points while we also improved freight car velocity 6%,demonstrating

25、 how we balanced asset utilization with meeting customer commitments.Maintaining our focus on Highly Efficient Operations,we took significant steps to manage our assets better in 2020 as Locomotive and Workforce Productivity improved 14%and 11%year-over-year,respectively.Moving freight in a sustaina

26、ble manner is tied to efficiency and is a priority for all stakeholders.Every carload of freight we take off the highway saves fuel,lowers emissions,and reduces highway congestion.In 2020,we announced our intention to set science-based targets in accordance with the Paris Agreement to reduce our gre

27、enhouse gas emissions.We took steps toward that target,reducing our fuel consumption rate by 2%versus 2019.Combining an enhanced service product with advancing technology allows us to provide an Industry-Leading Customer Experience that is enabling us to Secure Appropriate Business.We are the indust

28、ry leader in providing our customers with application programming interfaces(API),with over 30 services launched and more to come.These innovative offerings are allowing customers to integrate their systems with ours,creating a more seamless customer experience.We are winning in the marketplace with

29、 this approach as we welcomed new customers to our railroad in the intermodal,agricultural,industrial,and automotive industries,to name a few.Together,our actions in 2020 position us to generate Best-in-Industry Cash Returns.We paid dividends in 2020 of$2.6 billion,as we maintained our dividend thro

30、ugh the economic downturn.In addition,we repurchased 22 million Union Pacific shares,decreasing our full-year average share count by 4%.Combining dividends and share repurchases,Union Pacific returned$6.3 billion to our shareholders in 2020.4 In 2020,we remained focused on Optimal Investments as we

31、invested$2.84 billion.We completed 36 siding extensions,focused primarily in our Southern region,to invest for growth and productivity.Additionally,we continue to invest in energy management systems to reduce fuel consumption.Our new operating model is opening up capacity across our asset base,allow

32、ing us to be a more capital efficient business going forward.While the economic outlook for 2021 remains uncertain,we are focused on building off our solid foundation to drive our efficiency and service to new heights.We plan to leverage this enhanced service product to drive growth and outpace what

33、 the markets naturally provide.We are committed to providing value to all of our stakeholders,understanding that we have a great responsibility to be a positive force in sustainability efforts.While the ride may have gotten a little bumpy in 2020,our confidence in our ability to drive growth and exc

34、ellent returns has never been greater.Thank you for taking this journey with us.Chairman,President and Chief Executive Officer 5 DIRECTORS AND SENIOR MANAGEMENT BOARD OF DIRECTORS Andrew H.Card,Jr.Deborah C.Hopkins Bhavesh V.Patel Former White House Former Chief Executive Officer Chief Executive Off

35、icer Chief of Staff Citi VenturesLyondellBasell Industries N.V.Board Committees:Compensation and Benefits,Corporate Governance Former Chief Innovation Officer Citi Board Committees:Finance,Compensation and Benefits and Nominating Board Committees:Audit,Finance Jose H.Villarreal William J.DeLaney Jan

36、e H.Lute Retired Advisor Former Chief Executive Officer,President and Chief Executive OfficerAkin,Gump,Strauss,Hauer,&Sysco Corporation SICPA,North America Feld,LLP Board Committees:Audit,Board Committees:Audit,Corporate Board Committees:CompensationCompensation and Benefits(Chair)Governance and Nom

37、inating and Benefits,Corporate Governance and Nominating David B.Dillon Michael R.McCarthy Former Chairman Chairman Christopher J.Williams The Kroger Company McCarthy Group,LLCChairman Board Committees:Audit(Chair),Lead Independent DirectorSiebert Williams Shank&Co.Compensation and Benefits Board Co

38、mmittees:CorporateBoard Committees:Audit,Finance Governance and Nominating(Chair),Lance M.Fritz Finance Chairman,President,and Chief Executive Officer Thomas F.McLarty III Union Pacific Corporation and President Union Pacific Railroad Company McLarty Associates Board Committees:Finance(Chair),Corpor

39、ate Governance and Nominating SENIOR MANAGEMENT*Lance M.Fritz Jennifer L.Hamann Craig V.Richardson Chairman,President,and Executive Vice PresidentExecutive Vice President,Chief LegalChief Executive Officer and Chief Financial Officer Officer,and Corporate Secretary Prentiss W.Bolin,Jr.Rahul Jalali K

40、enny G.Rocker Vice President-External Relations Senior Vice President-Information Executive Vice President-Marketing Technologies and Chief Information and Sales Bryan L.Clark Officer Vice President-Tax Todd M.Rynaski Scott D.Moore Vice President and Controller Eric J.Gehringer Senior Vice President

41、-Corporate Executive Vice President-Operations Relations andV.James Vena Chief Administrative Officer Senior Advisor Gary W.Grosz Vice President and Treasurer Jon T.Panzer Elizabeth F.Whited Senior Vice President-Strategic Executive Vice President and Planning Chief Human Resource Officer Clark J.Po

42、nthier Senior Vice President-Supply Chain and Continuous Improvement *Senior management are elected officers of both Union Pacific Corporation and Union Pacific Railroad Company,except Messrs.Gehringer,Ponthier,and Rocker are elected officers for Union Pacific Railroad Company.6 PART I Item 1.Busine

43、ss GENERAL Union Pacific Railroad Company is the principal operating company of Union Pacific Corporation.One of Americas most recognized companies,Union Pacific Railroad Company connects 23 states in the western two-thirds of the country by rail,providing a critical link in the global supply chain.

44、The Railroads diversified business mix includes Bulk,Industrial,and Premium.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 Canadas rail systems,and is the only railroad serving all six

45、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

46、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”,“

47、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”.STRATEGY Union Pacifics strategy is predicated on being the best freight railroad in North America,which is established

48、through safety,service,reliability,and efficiency.That sets the foundation for growth,which,combined with increasing margins,creates long term enterprise value.We expect to generate growth in three ways increasing profitable carloads that fit our network and transportation plan;providing more produc

49、ts and services to our customers;and increasing the geographic reach of our franchise.The“how”also is evident.Operational excellence and an engaged workforce with deep market knowledge and strong customer relationships will result in best-in-class safety,a customer experience that drives growth,and

50、shareholder returns.The following individual strategic elements work together driving Union Pacific forward:Safest and Most Reliable Freight Rail Products and Services.Highly Efficient Operations.Industry-Leading Customer Experience.Secure Appropriate Business.Best-in-industry Cash Returns.Optimal I

51、nvestment.Proud and Engaged Workforce.As we transform our railroad into the safest,most reliable,and most efficient in North America,our values will continue guiding us:Our passion for performance will help us win;our high ethical standards will ensure we do not win at the expense of any one stakeho

52、lder;and our teamwork will make sure we win together.To assist us in accomplishing our goal of being the best freight railroad in North America,we announced our efficiency and business growth initiative of G55+0(grow to an operating ratio of 55 with zero injuries),which was launched in late 2015.Add

53、itionally,beginning in October 2018,we began conversion to precision scheduled railroading(PSR)in an effort to streamline operations with four principles:1.Shift the focus of operations from moving trains to moving cars.2.Minimize car dwell,car classification events,and locomotive power requirements

54、.3.Utilize general-purpose trains by blending existing train service.4.Balance train movements to improve the utilization of crews and rail assets.7 We want to move cars faster,reducing the number of times each is touched,resulting in terminal consolidation opportunities,improved asset utilization,a

55、nd fewer car classifications,allowing product to get to the market quicker and more reliably.The end result is we are delivering a better customer experience,which will enable us to grow our market share.OPERATIONS The Railroad,along with its subsidiaries and rail affiliates,is our one reportable op

56、erating 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 revenues,financial information and data,and other

57、 information regarding environmental matters,is presented in Risk Factors,Item 1A;Legal Proceedings,Item 3;Selected Financial Data,Item 6;Managements Discussion and Analysis of Financial Condition and Results of Operations,Item 7;and the Financial Statements and Supplementary Data,Item 8(which inclu

58、de information regarding revenues,statements of income,and total assets).Operations UPRR is a Class I railroad operating in the U.S.We have 32,313 route miles,connecting Pacific Coast and Gulf Coast ports with the Midwest and eastern U.S.gateways and providing several corridors to key Mexican gatewa

59、ys.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

60、across the Mexican and Canadian borders.In 2020,we generated freight revenues totaling$18.3 billion from the following three commodity groups:2020 Freight Revenue Bulk The Companys Bulk shipments consist of grain and grain products,fertilizer,food and refrigerated,and coal and renewables.In 2020,thi

61、s group generated 33%of our freight revenue.We access most major grain markets,connecting the Midwest and Western U.S.producing areas to export terminals in the Pacific Northwest and Gulf Coast ports,as well as Mexico.We also serve significant domestic markets,including grain processors,animal feede

62、rs,and ethanol producers in the Midwest and West.Fertilizer movements originate in the Gulf Coast region,Midwest,western U.S.,and Canada(through interline access)for delivery to major agricultural users in those areas as well as abroad.The Railroads network supports the transportation of coal shipme

63、nts to independent and regulated power companies and industrial facilities throughout the U.S.Through interchange gateways and ports,UPRRs reach extends to eastern U.S.utilities as well as to Mexico and other international destinations.Coal traffic originating in the Powder River Basin(PRB)area of W

64、yoming is the largest segment of the Railroads coal business.Renewable shipments for customers committed to sustainability consist primarily of biomass exports and wind turbine components.Industrial Our extensive network facilitates the movement of numerous commodities between thousands of origin an

65、d destination points throughout North America.The Industrial group consists of several categories,including construction,industrial chemicals,plastics,forest products,specialized products(primarily waste,salt,roofing,and government),metals and ores,petroleum,liquid petroleum gases(LPG),and soda ash.

66、Transportation of these products accounted for 36%of our freight revenue in 2020.Commercial,residential,and governmental infrastructure investments drive shipments of steel,aggregates,cement,and wood products.Industrial and light manufacturing plants receive steel,nonferrous materials,minerals,and o

67、ther raw materials.The industrial chemicals market consists of a vast number of chemical compounds that support the manufacturing of more complex chemicals.Plastics shipments support automotive,housing,and the durable and disposable consumer goods markets.Forest product shipments include lumber and

68、paper commodities.Lumber shipments originate primarily in the Pacific Northwest or western Canada and move 8 throughout the U.S.for use in new home construction and repairs and remodeling.Paper shipments primarily support packaging needs.Oil and gas drilling generates demand for raw steel,finished p

69、ipe,stone,and drilling fluid commodities.The Companys petroleum and LPG shipments are primarily impacted by refinery utilization rates,regional crude pricing differentials,pipeline capacity,and the use of asphalt for road programs.Soda ash originates in southwestern Wyoming and California,destined f

70、or chemical and glass producing markets in North America and abroad.Premium In 2020,Premium shipments generated 31%of Union Pacifics total freight revenue.Premium includes finished automobiles,automotive parts,and merchandise in intermodal containers,both domestic and international.International bus

71、iness consists of import and export traffic moving in 20 or 40-foot shipping containers,that mainly pass through West Coast ports served by UPs extensive terminal network.Domestic business includes container and trailer traffic picked up and delivered within North America for intermodal marketing co

72、mpanies(primarily shipper agents and logistics companies)as well as truckload carriers.We are the largest automotive carrier west of the Mississippi River and operate or access 38 vehicle distribution centers.The Railroads extensive franchise serves five vehicle assembly plants and connects to West

73、Coast ports,all six major Mexico gateways,and the Port of Houston to accommodate both import and export shipments.In addition to transporting finished vehicles,UPRR provides expedited handling of automotive parts in both boxcars and intermodal containers destined for Mexico,the U.S.,and Canada.Seaso

74、nality Some of the commodities we carry have peak shipping seasons,reflecting either or both the nature of the commodity and the demand cycle for the commodity(such as certain agricultural and food products that have specific growing and harvesting seasons).The peak shipping seasons for these commod

75、ities can vary considerably each year depending upon various factors,including the strength of domestic and international economies and currencies and the strength of harvests and market prices for agricultural products.Proud&Engaged Workforce We recruit and develop talented individuals dedicated to

76、 our mission of service and who are passionate about performing to the best of their abilities while working as one team.We recognize and value that people come from all backgrounds and walks of life,and we value diversity.Union Pacific wants employees from all groups to launch and grow their career

77、 within the Company.Attracting,acquiring,and maintaining a diverse workforce provides access to the skills and character we need to foster innovative ideas and drive optimal business growth.Drawing on different experiences and expertise is critical for strategic decision-making,problem-solving,leade

78、rship development,and creativity.Union Pacifics commitment today and for the long run,is to further improve and strengthen performance through an inclusive workforce that reflects the diverse markets and communities we serve.Recognizing we still have work to do,we continue to focus on building an in

79、clusive culture and a talented workforce and marketplace with a goal to reach 40%minority and 11%female representation in total for the Company by 2030.As of December 31,2020,workforce representation of minorities and females was approximately 30%and 6%,respectively.Safety is Union Pacifics first pr

80、iority.We continue to improve technology,enhance processes,and foster a culture focused on operating safely as well as remaining focused on identifying and managing risks and training our employees.Our success is measured by our personal injury rate(the number of reportable injuries for every 200,00

81、0 employee-hours worked),and our equipment incident rate(the number of reportable equipment incidents per million train miles).We provide both measures to the Federal Railroad Administration(FRA).Personal injuries are defined as on duty incidents or occupational illnesses that require employees to l

82、ose time away from work,modify their normal duties,or receive certain types of medical treatment.Equipment incidents are defined as any occurrence that causes damage to assets above the monetary reporting threshold regardless of ownership($10,700 for 2020 and$11,200 for 2021).Our goal is to have eve

83、ry employee return home safely every day.Unfortunately,our 2020 personal injury rate of 0.90 and equipment incident rate of 3.54 illustrates that we have not met our ultimate goal of an incident free environment.Our 2020 personal injury rate was flat and our equipment incident rate improved 17%versu

84、s 2019.(See further discussion in Managements Discussion and Analysis of Financial Condition and Results of Operations,Item 7,of this report.)Providing employees with fulfilling,family-supporting careers is important to us.We offer competitive compensation to our employees and leadership.Our Board o

85、f Directors evaluates our compensation plans 9 and reviews recommendations from the Compensation and Benefits Committee.The median annual compensation for all our employees who were employed as of December 31,2020,was$77,778(excluding the CEO).Approximately 83%of our full-time employees are represen

86、ted by 13 major rail unions.Pursuant to the Railway Labor Act(RLA),our collective bargaining agreements are subject to modification every five years.The RLA procedures include mediation,potential arbitration,cooling-off periods,and the possibility of Presidential Emergency Boards and Congressional i

87、ntervention.The current round of negotiations began on January 1,2020,related to years 2020-2024.Contract negotiations historically continue for an extended period of time,and work stoppages during negotiations are rare(see“Strikes or Work Stoppages Could Adversely Affect Our Operations”in the Risk

88、Factors in Item 1A of this report).Railroad Security Our security efforts consist of a wide variety of measures,including employee training,engagement with our customers,training of emergency responders,and partnerships with numerous federal,state,and local government agencies.While federal law requ

89、ires 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 respond

90、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 commissioned and highly-trained officers.The police are certified state law enforcement officers with investigative and

91、 arrest powers.The Union Pacific Police Department has achieved accreditation under the Commission on Accreditation for Law Enforcement Agencies,Inc.(CALEA)for complying with the highest law enforcement standards.Our employees also undergo recurrent security and preparedness training as well as fede

92、rally-mandated hazardous materials and security training.We regularly review the sufficiency of our employee training programs.We maintain the capability to move critical operations to back-up facilities in different locations.We operate an emergency response management center 24 hours a day.The cen

93、ter receives reports of emergencies,dangerous or potentially dangerous conditions,and other safety and security issues from our employees,the public,law enforcement,and other government officials.In cooperation with government officials,we monitor both threats and public events,and,as necessary,we m

94、ay alter rail traffic flow at times of concern to minimize risk to communities 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

95、the time rail cars remain idle at yards and terminals located in or near major population centers.Additionally,in compliance with Transportation Security Agency regulations,we deployed information systems and instructed employees in tracking and documenting the handoff of Rail Security Sensitive Mat

96、erials 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 Train program,which provides local law enforcement officers with the opportunity to ride wi

97、th train crews to enhance their understanding of railroad operations and risks.Our staff of information security professionals continually assesses cyber security risks and implements mitigation programs that evolve with the changing technology threat environment.To date,we have not experienced any

98、material disruption of our operations due to a cyber threat or attack directed at us.We also evaluated details regarding the SolarWinds supply chain attack,and do not believe our systems were affected.Cooperation with Federal,State,and Local Government Agencies We work closely on physical and cyber

99、security initiatives with government agencies,including the U.S.Department of Transportation(DOT),the Department of Homeland Security(DHS),as well as local police departments,fire departments,and other first responders.In conjunction with the Association of American Railroads(AAR),we sponsor Ask Rai

100、l,a mobile application which provides first responders with secure links to electronic information,including commodity and emergency response information required by emergency personnel to respond to accidents and other situations.We also participate in the National Joint Terrorism Task Force,a mult

101、i-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),and the Military Transport Management Command,which monitor shipments entering the UPRR rail networ

102、k at U.S.border crossings and ports.We were the first railroad in the U.S.to be named a partner in CBPs Customs-Trade Partnership 10 Against Terrorism,a partnership designed to develop,enhance,and maintain effective security processes throughout the global supply chain.Cooperation with Customers and

103、 Trade Associations Through TransCAER(Transportation Community Awareness and Emergency Response),we work with the AAR,the American Chemistry Council,the American Petroleum Institute,and other chemical trade groups to provide communities with preparedness tools,including the training of emergency res

104、ponders.In cooperation with the FRA and other interested groups,we are also working to develop additional improvements to tank car design that will further limit the risk of releases of hazardous materials.Competition see“We Face Competition from Other Railroads and Other Transportation Providers”in

105、 the Risk Factors in Item 1A of this report.Key Suppliers see“We Are Dependent on Certain Key Suppliers of Locomotives and Rail”in the Risk Factors in Item 1A of this report.Available Information Our Internet website is .We make available free of charge on our website(under the“Investors”caption lin

106、k)our Annual Reports on Form 10-K;our Quarterly Reports on Form 10-Q;our current reports on Form 8-K;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,

107、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 li

108、nk to EDGAR on the SECs 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 c

109、orporate 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 corp

110、orate governance materials should send a written request to:Secretary,Union Pacific Corporation,1400 Douglas Street,Omaha,NE 68179.References to our website address in this report,including references in Managements Discussion and Analysis of Financial Condition and Results of Operations,Item 7,are

111、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.GOVERNMENTAL AND ENVIRONMENTAL REGULATION Governmental Regul

112、ation 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 Su

113、rface Transportation Board(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 continues its

114、efforts to explore expanding rail regulation and is reviewing proposed rulemaking in various areas,including reciprocal switching,commodity exemptions,and expanding and easing procedures for smaller rate complaints.The STB also continues to develop a methodology for determining railroad revenue adeq

115、uacy and the possible use of a revenue adequacy constraint in regulating railroad rates.The STB posts quarterly reports on rate reasonableness cases and maintains a database on service complaints,and has the authority to initiate investigations,among other things.The operations of the Railroad also

116、are subject to the regulations of the FRA and other federal and state agencies.In 2010,the FRA issued initial rules governing installation of Positive Train Control(PTC).PTC is a safety technology intended to prevent certain accidents caused by human error,such as train-to-train collisions,derailmen

117、ts caused by overspeed,movement of a train through a misaligned switch,and unauthorized movement of trains into work zones.The Surface Transportation Extension Act of 2015 amended the Rail Safety Improvement Act to require implementation of PTC by the end of 2018,which was extended to December 31,20

118、20.On December 10,2018,we received FRA approval for an alternative schedule to implement,test,and refine our PTC system during 2019-2020.As of December 31,2020,PTC 11 has been implemented and installed on 100 percent of our required rail lines,including required passenger train routes,and interopera

119、bility has been established with all other PTC host and tenant railroads.Through 2020,we have invested approximately$2.9 billion in the implementation and ongoing development of PTC.We are now moving to further leverage the PTC system through development and implementation of new operating technolog

120、ies,such as fuel and in-train forces management systems.DOT,the Occupational Safety and Health Administration,the Pipeline and Hazardous Materials Safety Administration,and DHS,along with other federal agencies,have jurisdiction over certain aspects of safety,movement of hazardous materials and haza

121、rdous waste,emissions requirements,and equipment standards.Additionally,various state and local agencies have jurisdiction over disposal of hazardous waste and seek to regulate movement of hazardous materials in ways not preempted by federal law.Environmental Regulation We are subject to extensive f

122、ederal 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

123、 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,re

124、gulating waste water discharges.Information concerning environmental claims and contingencies and estimated remediation costs is set forth in Managements Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies Environmental,Item 7,and Note 17 to the Cons

125、olidated Financial Statements in Item 8,Financial Statements and Supplementary Data.Item 1A.Risk Factors The following discussion addresses significant factors,events,and uncertainties that make an investment in our securities risky and provides important information for the understanding of our“for

126、ward-looking statements,”which are discussed immediately preceding Item 7A of this Form 10-K and elsewhere.The risk factors set forth in this Item 1A should be read in conjunction with the rest of the information included in this report,including Managements Discussion and Analysis of Financial Cond

127、ition and Results of Operations,Item 7,and Financial Statements and Supplementary Data,Item 8.We urge you to consider carefully the factors described below and the risks that they present for our operations as well as the risks addressed in other reports and materials that we file with the SEC and t

128、he other information included or incorporated by reference in this Form 10-K.When the factors,events,and contingencies described below or elsewhere in this Form 10-K materialize,our business,reputation,financial condition,results of operations,cash flows,or prospects can be materially adversely affe

129、cted.In such case,the trading price of our common stock could decline and you could lose part or all of your investment.Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also materially adversely affect our business,reputation,financial condition,r

130、esults of operations,cash flows,and prospects.Strategic and Operational Risks We Must Manage Fluctuating Demand for Our Services and Network Capacity If there are significant reductions in demand for rail services with respect to one or more commodities or changes in consumer preferences that affect

131、 the businesses of our customers,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 adve

132、rse effect on our results of operations,financial condition,and liquidity.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 p

133、rovide 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,improve operations at our yards and other facilities,and improve our ability to address

134、surges in demand for any reason with adequate resources,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,dramati

135、c and unplanned fluctuations in our customers demand for rail service with respect to one or more commodities or operating 12 regions,or other events that could negatively impact our operational efficiency,which could all have a material adverse effect on our results of operations,financial conditio

136、n,and liquidity.We Transport Hazardous Materials We transport certain hazardous materials and other materials,including crude oil,ethanol,and toxic inhalation hazard(TIH)materials,such as chlorine,that pose certain risks in the event of a release or combustion.Additionally,U.S.laws impose common car

137、rier obligations on railroads that require us to transport certain hazardous materials regardless of risk or potential exposure to loss.A rail accident or other incident or accident on our network,at our facilities,or at the facilities of our customers involving the release or combustion of hazardou

138、s materials could involve significant costs and claims for personal injury,property damage,and environmental penalties and remediation in excess of our insurance coverage for these risks,which could have a material adverse effect on our results of operations,financial condition,and liquidity.We Rely

139、 on Technology and Technology Improvements in Our Business Operations We rely on information technology in all aspects of our business,including technology systems operated by us or under control of third parties.If we do not have sufficient capital to acquire,develop,or implement new technology or

140、maintain or upgrade current systems,such as PTC or the latest version of our transportation control systems,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 o

141、f operations,financial condition,and liquidity.We Are Subject to Cybersecurity Risks We rely on information technology in all aspects of our business,including technology systems operated by us or under control of third parties.Although we devote significant resources to protect our technology syste

142、ms and proprietary data,we have experienced and will continue to experience varying degrees of cyber incidents in the normal course of business.While there can be no assurance that the systems we have designed to prevent or limit the effects of cyber incidents or attacks will be sufficient to preven

143、t or detect such incidents or attacks,or to avoid a material adverse impact on our systems after such incidents or attacks do occur,we are continually evaluating attackers techniques and tactics,and we are diligent in our monitoring,training,planning,and prevention.However,due to the rising rates an

144、d increasing sophistication of cyber-attacks,an increasingly complex IT supply chain,and the nature of zero-day exploits,we may be unable to anticipate or implement adequate preventative measures to prevent a security breach,including by ransomware,human error,or other cyber-attack methods,from disr

145、upting our systems or the systems of third parties.A successful cyber-attack may result in significant service interruption;safety failure;other operational difficulties;unauthorized access to(or the loss of access to)competitively sensitive,confidential,or other critical data or systems;loss of cus

146、tomers;financial losses;regulatory fines;and misuse or corruption of critical data and proprietary information,which could all have a material adverse impact on our results of operations,financial condition,and liquidity.We also may experience security breaches that could remain undetected for an ex

147、tended period and,therefore,have a greater impact on the services we offer.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,fir

148、es,floods,mudslides or landslides,extreme temperatures,avalanches,and significant precipitation.Line outages and other interruptions caused by these conditions can adversely affect our entire rail network,potentially negatively affecting revenue,costs,and liabilities,despite efforts we undertake to

149、plan for these events.Our revenues can also be adversely affected by severe weather that causes damage and disruptions to our customers.These impacts caused by severe weather could have a material adverse effect on our results of operations,financial condition,and liquidity.A Significant Portion of

150、Our Revenue Involves Transportation of Commodities to and from International Markets Although revenues from our operations are attributable to transportation services provided in the U.S.,a significant portion of our revenues involves the transportation of commodities to and from international marke

151、ts,including Mexico,Canada,and Southeast Asia,by various carriers and,at times,various modes of transportation.Significant and sustained interruptions of trade with Mexico,Canada,or countries in Southeast Asia,including China,could adversely affect customers and other entities that,directly or indir

152、ectly,purchase or rely on rail transportation services in the U.S.as part of their operations,and any such interruptions could have a material adverse effect on our results of operations,financial condition,and liquidity.Any one or more of the following could cause a significant and sustained interr

153、uption of trade with Mexico,Canada,or countries in Southeast Asia:(a)a deterioration of security for international trade and businesses;(b)the adverse impact of new laws,rules,and regulations or the interpretation of laws,rules,and regulations by government entities,courts,or regulatory bodies,inclu

154、ding the United States-Mexico-Canada Agreement(USMCA)and a“Phase One”trade agreement with China;(c)actions 13 of taxing authorities that affect our customers doing business in foreign countries;(d)any significant adverse economic developments,such as extended periods of high inflation,material disru

155、ptions in the banking sector or in the capital markets of these foreign countries,and significant changes in the valuation of the currencies of these foreign countries that could materially affect the cost or value of imports or exports;(e)shifts in patterns of international trade that adversely aff

156、ect import and export markets;(f)a material reduction in foreign direct investment in these countries;and(g)public health crises,including the outbreak of pandemic or contagious disease,such as the novel coronavirus and its variant strains.We Are Dependent on Certain Key Suppliers of Locomotives and

157、 Rail Due to the capital intensive nature and sophistication of locomotive equipment,parts,and maintenance,potential new suppliers face high barriers to entry.Therefore,if one of the domestic suppliers of high horsepower locomotives discontinues manufacturing locomotives,supplying parts or providing

158、 maintenance for any reason,including bankruptcy or insolvency,we could experience significant cost increases and reduced availability of the locomotives that are necessary for our operations.Additionally,for a high percentage of our rail purchases,we utilize two steel producers(one domestic and one

159、 international)that meet our specifications.Rail is critical to our operations for rail replacement programs,maintenance,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

160、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.Changes to trade agreements or policies that result in increased tari

161、ffs on goods imported into the United States could also result in significant cost increases for rail purchases and difficulty obtaining sufficient rail.Human Capital Risks Strikes or Work Stoppages Could Adversely Affect Our Operations The U.S.Class I railroads are party to collective bargaining ag

162、reements with various labor unions.The majority of our employees belong to labor unions and are subject to these agreements.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,

163、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 labo

164、r 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.Labor disputes,work stoppages,slowdowns or lockouts at loading/

165、unloading facilities,ports,or other transport access points could compromise our service reliability and have a material adverse impact on our results of operations,financial condition,and liquidity.Labor disputes,work stoppages,slowdowns or lockouts by employees of our customers or our suppliers co

166、uld compromise our service reliability and have a material adverse impact 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 perso

167、nnel,including the effects on availability from pandemic illnesses or restrictions,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 ou

168、r operational efficiency and otherwise have a material adverse effect on our results of operations,financial condition,and liquidity.Legal and Regulatory Risks We Are Subject to Significant Governmental Regulation We are subject to governmental regulation by a significant number of federal,state,and

169、 local authorities covering a variety of health,safety,labor,environmental,economic(as discussed below),tax,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 s

170、o.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,wit

171、hout limitation,regulatory determinations or rules regarding dispute resolution,increasing the amount of our traffic subject to common carrier regulation,business relationships with other railroads,calculation of our cost of capital or other inputs relevant to computing our revenue adequacy,the pric

172、es we charge,changes in tax rates,enactment of new tax laws,and revision in tax regulations.Significant legislative activity in Congress or regulatory activity by the STB could expand regulation of 14 railroad operations and prices for rail services,which could reduce capital spending on our rail ne

173、twork,facilities,and equipment,and have a material adverse effect on our results of operations,financial condition,and liquidity.For example,enacted federal legislation mandated the implementation of PTC technology by December 31,2020,which we invested approximately$2.9 billion to develop.Additional

174、ly,one or more consolidations of Class I railroads also could lead to increased regulation of the rail industry.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 a vast rail network,we are

175、 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 dama

176、ge,personal injury,and environmental liability that exceed our insurance coverage for such risks could 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 busi

177、ness,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 ge

178、nerate and transport hazardous and non-hazardous waste in our operations.Environmental liability can extend to previously owned or operated properties,leased properties,properties owned by third parties,as well as properties we currently own.Environmental liabilities have arisen and may also arise f

179、rom 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 currently have certain obligations at existing sites for investigation

180、,remediation,and monitoring,and we likely will have obligations at other sites in the future.Liabilities for these obligations affect our estimate based on our experience and,as necessary,the advice and assistance of our consultants.However,actual costs may vary from our estimates due to any or all

181、of several factors,including changes to environmental laws or interpretations of such laws,technological changes affecting investigations and remediation,the participation and financial viability of other parties responsible for any such liability,and the corrective action or change to corrective ac

182、tions required to remediate any existing or future sites.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 effe

183、ct on our results of operations,financial condition,and liquidity.Macroeconomic and Industry Risks We Face Competition from Other Railroads and Other Transportation Providers We face competition from other railroads,motor carriers,ships,barges,and pipelines.Our main railroad competitor is Burlington

184、 Northern Santa Fe LLC.Its primary 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 all three of our commodity groups(excluding mo

185、st coal shipments).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 certain areas where we operate.In addition to price competition,we face competition with respect to transit times,qua

186、lity,and reliability of service from motor carriers and other railroads.Motor carriers in particular can have an advantage over railroads with respect to transit times and timeliness of service.However,railroads are much more fuel-efficient than trucks,which reduces the impact of transporting goods

187、on the environment and public infrastructure,and we have been making efforts to convert truck traffic to rail.Additionally,we must build or acquire and maintain our rail system,while trucks,barges,and maritime operators are able to use public rights-of-way maintained by public entities.Any of the fo

188、llowing could also affect the competitiveness of our transportation services for some or all of our commodities,which could have a material adverse effect on our results of operations,financial condition,and liquidity:(i)improvements or expenditures materially increasing the quality or reducing the

189、costs of these alternative modes of transportation,such as autonomous or more fuel efficient trucks,(ii)legislation that eliminates or significantly increases the size or weight limitations applied to motor carriers,or(iii)legislation or regulatory changes that impose operating restrictions on railr

190、oads or that adversely affect the profitability of some or all railroad traffic.Many movements face product or geographic competition where our customers can use different products(e.g.natural gas instead of coal,sorghum instead of corn)or commodities from different locations(e.g.grain from states o

191、r countries that we do not serve,crude oil from different regions).Sourcing different commodities or different locations allows shippers to substitute different carriers and such competition may reduce our volume or constrain prices.Additionally,any future consolidation of the rail industry could ma

192、terially affect our competitive environment.15 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.Restricti

193、ons,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 produc

194、ing 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 c

195、onsumer 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 in

196、centives encouraging the use of alternative sources of energy also could 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,increasing royalties charged to producers of PRB coa

197、l by the U.S.Department of Interior and the impacts of ethanol incentives on farming and ethanol producers.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.Violent w

198、eather caused by climate change,including earthquakes,hurricanes,fires,floods,extreme temperatures,avalanches,and significant precipitation could cause line outages and other interruptions to our infrastructure.Any of these factors,individually or in operation with one or more of the other factors,o

199、r 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.Our business,financial condition,and results of operations have been adversely affected and in the future could

200、be materially adversely affected by pandemics Our business,financial condition,and results of operations have been adversely affected by the coronavirus(COVID-19)pandemic and may be affected by other pandemics.COVID-19 has caused,and is expected to continue to cause,a global slowdown of economic act

201、ivity(including the decrease in demand for a broad variety of goods),disruptions in global supply chains,and significant volatility and disruption of financial markets and that also has adversely affected workforces,customers,and regional and local economies.Other future pandemics may cause these sa

202、me or similar consequences.Because the severity,magnitude,and duration of the COVID-19 pandemic and its economic consequences are uncertain,rapidly changing,and difficult to predict,the impact on our business and financial condition remains uncertain and difficult to predict.The ultimate impact of t

203、he COVID-19 pandemic on our results of operations and financial condition remains uncertain and depends on numerous evolving factors,which we may not be able to effectively respond to and are not entirely within our control.These factors also may be of importance for other pandemics,including,but no

204、t limited to:governmental,business,and individuals actions that have been and continue to be taken in response to a global pandemic(including restrictions on travel and transport,workforce pressures,and social distancing,and shelter-in-place orders);the effect of a pandemic on economic activity and

205、actions taken in response;the effect on our customers and their demand for our services;the effect of a pandemic on the credit-worthiness of our customers;national or global supply chain challenges or disruption;facility closures;commodity cost volatility;general economic uncertainty in key global m

206、arkets and financial market volatility;global economic conditions and levels of economic growth;and the pace of recovery as the pandemic subsides as well as response to a potential reoccurrence.Further,a pandemic,and the volatile regional and global economic conditions stemming from a pandemic,could

207、 also precipitate and aggravate the other risk factors that we identify,which could materially adversely affect our business,financial condition,results of operations(including revenues and profitability),and/or stock price.Additionally,a pandemic also may affect our operating and financial results

208、in a manner that is not presently known to us or that we currently do not consider to present significant risks to our operations.Financial Risks We Are Affected By Fluctuating Fuel Prices Fuel costs constitute a significant portion of our transportation expenses.Diesel fuel prices can be subject to

209、 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 fuel expenses from our customers through revenue from fuel surcharges,we cannot be certain that we will always be

210、 able to mitigate rising or elevated fuel costs through our fuel surcharges.Additionally,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.As fuel prices fluc

211、tuate,our fuel surcharge programs trail such fluctuations in fuel price by approximately two months,and may be a significant source of quarter-over-quarter and year-over-year 16 volatility,particularly in periods of rapidly changing prices.International,political,and economic factors,events and cond

212、itions affect the volatility of fuel prices and supplies.Weather can also affect fuel supplies and limit domestic refining capacity.A severe shortage of,or disruption to,domestic fuel supplies could have a material adverse effect on our results of operations,financial condition,and liquidity.Alterna

213、tively,lower fuel prices could have a positive impact on the economy by increasing consumer discretionary spending that potentially could increase demand for various consumer products we transport.However,lower fuel prices could have a negative impact on other commodities we transport,such as coal a

214、nd domestic drilling-related shipments,which could have a material adverse effect on our results of operations,financial condition,and liquidity.We Rely on Capital Markets Due to the significant capital expenditures required to operate and maintain a safe and efficient railroad,we rely on the capita

215、l 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 ou

216、r 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 significant deteriora

217、tion of our financial condition could result in a reduction of our credit rating to below investment grade,which could restrict or,at certain credit levels below investment grade,may prohibit us from utilizing our current receivables securitization facility.This may also limit our access to external

218、 sources of capital and significantly increase the costs of short and long-term debt financing.General Risk Factors We Are Affected by General Economic Conditions Prolonged,severe adverse domestic and global economic conditions or disruptions of financial and credit markets may affect the producers

219、and consumers of the commodities we carry and may have a material adverse effect on our access to liquidity,results of operations,and financial condition.We May Be Affected by Acts of Terrorism,War,or Risk of War Our rail lines,facilities,and equipment,including rail cars carrying hazardous material

220、s,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 ou

221、r current coverages could increase dramatically,or certain coverages may not be available to us in the future.Item 1B.Unresolved Staff Comments None.17 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 wester

222、n two-thirds of the U.S.TRACK Our rail network includes 32,313 route miles.We own 26,069 miles and operate on the remainder pursuant to trackage rights or leases.The following table describes track miles at December 31,2020 and 2019:2020 2019 Route 32,313 32,340 Other main line 7,097 7,095 Passing l

223、ines and turnouts 3,382 3,301 Switching and classification yard lines 9,001 9,007 Total miles 51,793 51,743 HEADQUARTERS BUILDING We own our headquarters building in Omaha,Nebraska.The facility has 1.2 million square feet of space that can accommodate approximately 4,000 employees.HARRIMAN DISPATCHI

224、NG 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 tr

225、ain crews on 18 our network,and coordinate interchanges with other railroads.Approximately 700 employees currently work on-site in the facility.In the event of a disruption of operations at HDC due to a cyber-attack,flooding or severe weather,pandemic outbreak,or other event,we maintain the capabili

226、ty to conduct critical operations at back-up facilities in different locations.RAIL FACILITIES In addition to our track structure,we operate numerous facilities,including terminals for intermodal and other freight;rail yards for building trains(classification yards),switching,storage-in-transit(the

227、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 on duty locations for train crews along our network;and shops and other facilities for fueling,maint

228、enance,and repair of locomotives and repair and maintenance of rail cars and other equipment.The following table includes the major yards and terminals on our system:Major Classification Yards Major Intermodal Terminals North Platte,Nebraska Joliet(Global 4),Illinois North Little Rock,Arkansas East

229、Los Angeles,California Englewood(Houston),Texas ICTF(Los Angeles),California Livonia,Louisiana Global II(Chicago),Illinois West Colton,California City of Industry,California Houston,Texas Lathrop,California Proviso(Chicago),Illinois LATC(Los Angeles),California Roseville,California Salt Lake City,Ut

230、ah 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 31,2020,we owned or lea

231、sed the following units of equipment:Average Locomotives OwnedLeasedTotalAge(yrs.)Multiple purpose 6,255 1,055 7,310 21.7 Switching 174 -174 40.5 Other 24 61 85 40.4 Total locomotives 6,453 1,116 7,569 N/A Average Freight cars OwnedLeasedTotalAge(yrs.)Covered hoppers 13,328 8,298 21,626 21.6 Open ho

232、ppers 5,202 1,762 6,964 32.2 Gondolas 5,431 2,001 7,432 29.3 Boxcars 2,306 6,620 8,926 41.1 Refrigerated cars 2,279 2,464 4,743 26.4 Flat cars 2,027 945 2,972 35.3 Other 2 268 270 32.4 Total freight cars 30,575 22,358 52,933 N/A Average Highway revenue equipment Owned Leased Total Age(yrs.)Container

233、s 49,409 3,547 52,956 9.8 Chassis 30,099 14,270 44,369 11.6 Total highway revenue equipment 79,508 17,817 97,325 N/A 19 We continuously assess our need for equipment to run an efficient and reliable network.Many factors cause us to adjust the size of our active fleets,including changes in carload vo

234、lume,weather events,seasonality,customer preferences,and productivity initiatives.As some of these factors are difficult to assess or can change rapidly,we maintain a surge fleet to remain agile.Without the surge fleet,our ability to react quickly is hindered as equipment suppliers are limited and l

235、ead times to acquire equipment are long and may be in excess of a year.We believe our locomotive and freight car fleets are appropriately sized to meet our current and future business requirements.These fleets serve as the most reliable and efficient equipment to facilitate growth without additional

236、 acquisitions.Locomotive and freight car in service utilization percentages for the year ended December 31,2020,were 58%and 71%,respectively.CAPITAL EXPENDITURES Our rail network requires significant annual capital investments for replacement,improvement,and expansion.These investments enhance safet

237、y,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 equipment and to support growth and customer demand.2020 Capital Program During 2020,our capital program totaled approximately

238、$2.84 billion.(See the cash capital investments table in Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources,Item 7,of this report)2021 Capital Plan In 2021,we expect our capital plan to be approximately$2.9 billion,essentially flat wi

239、th 2020.(See further discussion of our 2021 capital plan in Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources,Item 7,of this report)OTHER Equipment Encumbrances Equipment with a carrying value of approximately$1.3 billion and$1.6 bil

240、lion at December 31,2020 and 2019,respectively,served as collateral for finance leases and other types of equipment obligations in accordance with the secured financing arrangements utilized to acquire or refinance such railroad equipment.Environmental Matters Certain of our properties are subject t

241、o federal,state,and local laws and regulations governing the protection of the environment.(See discussion within this report of environmental issues in Business Governmental and Environmental Regulation,Item 1;Managements Discussion and Analysis of Financial Condition and Results of Operations Crit

242、ical Accounting Policies Environmental,Item 7;and Note 17 of the Consolidated Financial Statements.)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 i

243、n 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 litigat

244、ion 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 ex

245、cess of$1,000,000),and such other pending matters that we may determine to be appropriate.ENVIRONMENTAL MATTERS We receive 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 thro

246、ughout 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 qua

247、lity 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 this report in Managements Discussion and Analysis of Financial Condition and Results of

248、Operations Critical Accounting Policies Environmental,Item 7,and Note 17 of the Consolidated Financial Statements.20 OTHER MATTERS Antitrust Litigation As we reported in our Quarterly Report on Form 10-Q for the quarter ended June 30,2007,20 rail shippers(many of whom are represented by the same law

249、 firms)filed virtually identical antitrust lawsuits in various federal district courts against us and four other Class I railroads in the U.S.Currently,UPRR and three other Class I railroads are the named defendants in the lawsuit.The original plaintiff filed the first of these claims in the U.S.Dis

250、trict Court in New Jersey on May 14,2007.These suits alleged that the named railroads engaged in price-fixing by establishing common fuel surcharges for certain rail traffic.As previously reported in our Quarterly Report on Form 10-Q for the quarter ended September 30,2019,an appellate hearing relat

251、ed to the U.S.District Court for the District of Columbias denial of class certification for the rail shippers was held on September 28,2018.On August 16,2019,the U.S.Court of Appeals for the District of Columbia Circuit affirmed the decision of U.S.District Court denying class certification(the Cer

252、tification Denial).Only five plaintiffs remain in this multidistrict litigation(MDL)originally filed in 2007,which remains pending.They are proceeding on a consolidated basis in the U.S.District of Columbia Court before the Honorable Paul L.Friedman(MDL I).Since the Certification Denial,approximatel

253、y 96 lawsuits have been filed in federal court based on claims identical to those alleged in the class certification case.The Judicial Panel on Multidistrict Litigation consolidated these suits for pretrial proceedings in the U.S.District of Columbia District Court before the Honorable Beryl A.Howel

254、l(MDL II).As we reported in our Current Report on Form 8-K,filed on June 10,2011,the Railroad received a complaint filed in the U.S.District Court for the District of Columbia on June 7,2011,by Oxbow Carbon&Minerals LLC and related entities(Oxbow).The fuel surcharge antitrust claim remains and was s

255、tayed pending the decision on class certification discussed above.As a result of the Certification Denial,the parties continued to discovery and discovery is complete in this matter.The parties do not anticipate dates for summary judgment or trial will be set in the Oxbow matter until Judge Friedman

256、 rules on certain matters in the MDL I mentioned above.We continue to 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 thes

257、e matters will not have a material adverse effect on any of our results of operations,financial condition,and liquidity.Americans with Disabilities Act(ADA)Litigation-As reported in our Annual Report on Form 10-K for the fiscal year ended December 31,2019,a lawsuit was filed in U.S.District Court fo

258、r the Western District of Washington(the District Court-Washington),in 2016,alleging violations of the ADA and Genetic Information Nondiscrimination Act relating to Fitness for Duty requirements for safety sensitive positions.On August 8,2016,the District Court-Washington granted plaintiffs motion t

259、o transfer their claim to the U.S.District Court of Nebraska(the District Court-Nebraska).On February 5,2019,the District Court-Nebraska granted plaintiffs motion to certify the ADA allegations as a class action.We were granted the right to appeal this class certification to the U.S.Court of Appeals

260、 for the Eighth Circuit(the Eighth Circuit)on March 13,2019,and the matter was argued before the Eighth Circuit in November 2019.As reported in our Quarterly Report on Form 10-Q for the quarter ended March 31,2020,a panel of Eighth Circuit judges issued a decision overturning the District Court-Nebr

261、aska and decertified the class action on March 24,2020.Plaintiffs counsel did not pursue an appeal of the Eighth Circuits decision and is instead pursuing over 160 former class members individual ADA lawsuits against the Company in the District Court-Nebraska.The Company has filed a motion to sever

262、the class representatives individual claims and that motion is currently pending.Additionally,purported members of the class have filed approximately 220 individual charges of discrimination with various offices of the Equal Employment Opportunity Commission(EEOC).We intend to vigorously defend the

263、lawsuits currently pending in the United States District Courts and charges of discrimination currently being investigated by the EEOC.We believe that these lawsuits are without merit,and that these matters will not have a material adverse effect on our results of operations,financial condition,and

264、liquidity.Item 4.Mine Safety Disclosures Not applicable.21 Information About Our Executive Officers and Principal Executive Officers of Our 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

265、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 is there any arrangement or unders

266、tanding between any officer and any other person pursuant to which the officer was selected.The following table sets forth certain information current as of February 5,2021,relating to the executive officers.Business Experience DuringName Position Age Past Five Years Lance M.Fritz Chairman,President

267、,and Chief Executive Officer of UPC and the Railroad 58 Current Position Jennifer L.Hamann Executive Vice President and Chief Financial Officer of UPC and the Railroad 53 1 Craig V.Richardson Executive Vice President,Chief Legal Officer,and Corporate Secretary of UPC and the Railroad 59 2 Kenny G.Ro

268、cker Executive Vice President Marketing and Sales of the Railroad 49 3 Todd M.Rynaski Vice President and Controller of UPC and the Railroad 50 Current Position Eric J.Gehringer Executive Vice President Operations of the Railroad 41 4 Elizabeth F.Whited Executive Vice President and Chief Human Resour

269、ces Officer of UPC and the Railroad 55 5 1 Ms.Hamann was elected Executive Vice President and Chief Financial Officer of UPC and the Railroad effective January 1,2020.She previously served as Senior Vice President Finance(April 2019 December 2019),Vice President Planning&Analysis(October 2017 March

270、2019),and Vice President&General Manager Marketing and Sales Autos team(February 2016 September 2017).2 Mr.Richardson was elected Executive Vice President,Chief Legal Officer,and Corporate Secretary of UPC and the Railroad effective December 8,2020.He most recently served as Vice President Commercia

271、l and Regulatory Law since 2015.3 Mr.Rocker was elected Executive Vice President Marketing and Sales of the Railroad effective August 15,2018.Mr.Rocker previously served at the Railroad as Vice President Marketing and Sales Industrial team(October 2016 August 2018).Prior to this election,Mr.Rocker s

272、erved as Assistant Vice President Marketing and Sales Chemicals team(April 2014 September 2016).4 Mr.Gehringer was elected Executive Vice President Operations of the Railroad effective January 1,2021.Mr.Gehringer previously served as Senior Vice President Transportation(July 2020 December 2020),Vice

273、 President Mechanical and Engineering(January 2020 July 2020),Vice President Engineering(March 2018 January 2020),Assistant Vice President Engineering(September 2016 March 2018),and General Director Maintenance of Way(May 2015 September 2016).5 Ms.Whited was elected Executive Vice President and Chie

274、f Human Resources Officer of UPC and the Railroad effective August 15,2018.She previously served as Executive Vice President and Chief Marketing Officer(December 2016 August 2018)and Vice President and General Manager Marketing and Sales Chemicals team(October 2012 December 2016).22 PART II Item 5.M

275、arket for the Registrants 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”.At January 29,2021,there were 669,829,363 shares of common stock outstanding and 29,745 common shareholde

276、rs of record.On that date,the closing price of the common stock on the NYSE was$197.47.We paid dividends to our common shareholders during each of the past 121 years.Comparison Over One-and Three-Year Periods The following table presents the cumulative total shareholder returns,assuming reinvestment

277、 of dividends,over one-and three-year periods for the Corporation(UNP),a peer group index(comprised of CSX Corporation and Norfolk Southern Corporation),the Dow Jones Transportation Index(DJ Trans),and the Standard&Poors 500 Stock Index(S&P 500).Period UNPPeer GroupDJ Trans S&P 500 1 Year(2020)17.7%

278、26.0%16.5%18.4%3 Year(2018-2020)65.6 72.7 23.4 48.8 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 DJ Trans,and the S&P 500.The graph assumes that$100 was

279、invested in the common stock of Union Pacific Corporation and each index on December 31,2015,and that all dividends were reinvested.The information below is historical in nature and is not necessarily indicative of future performance.23 Purchases of Equity Securities During 2020,we repurchased 22,82

280、6,071 shares of our common stock at an average price of$167.92.The following table presents common stock repurchases during each month for the fourth quarter of 2020:Period Total Numberof SharesPurchased aAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of a Publicly AnnouncedPla

281、n or ProgramMaximum Number of Shares Remaining Under the Plan or Program b Oct.1 through Oct.31 1,030,821$189.84 1,022,254 113,781,459 Nov.1 through Nov.30 1,235,113 198.87 1,233,689 112,547,770 Dec.1 through Dec.31 1,525,273 203.03 1,524,800 111,022,970 Total 3,791,207$198.09 3,780,743 N/A a Total

282、number of shares purchased during the quarter includes approximately 10,464 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 ves

283、ting of retention shares.b Effective April 1,2019,our Board of Directors authorized the repurchase of up to 150 million shares of our common stock by March 31,2022,replacing our previous repurchase program.These repurchases may be made on the open market or through other transactions.Our management

284、has sole discretion with respect to determining the timing and amount of these transactions.24 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

285、in conjunction with Managements 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 historical in nature and is not necessarily indicative of future financial condition or results of

286、operations.Millions,Except per Share Amounts,Carloads,Employee Statistics,and Ratios 2020a201920182017b 2016 For the Year Ended December 31 Operating revenues c$19,533$21,708$22,832$21,240$19,941 Operating income 7,834 8,554 8,517 8,106 7,243 Net income 5,349 5,919 5,966 10,712 4,233 Earnings per sh

287、are-basic 7.90 8.41 7.95 13.42 5.09 Earnings per share-diluted 7.88 8.38 7.91 13.36 5.07 Dividends declared per share 3.88 3.70 3.06 2.48 2.255 Cash provided by operating activities 8,540 8,609 8,686 7,230 7,525 Cash used in investing activities (2,676)(3,435)(3,411)(3,086)(3,393)Cash used in financ

288、ing activities (4,902)(5,646)(5,222)(4,146)(4,246)Cash used for share repurchase programs (3,705)(5,804)(8,225)(4,013)(3,105)At December 31 Total assets$62,398$61,673$59,147$57,806$55,718 Long-term obligations d 41,267 39,194 34,098 29,011 32,146 Debt due after one year 25,660 23,943 20,925 16,144 1

289、4,249 Common shareholders equity 16,958 18,128 20,423 24,856 19,932 Additional Data Freight revenues c$18,251$20,243$21,384$19,837$18,601 Revenue carloads(units)(000)7,753 8,346 8,908 8,588 8,442 Operating ratio(%)e 59.9 60.6 62.7 61.8 63.7 Average employees(000)31.0 37.5 42.0 42.0 42.9 Financial Ra

290、tios(%)Return on average common shareholders equity f 30.5 30.7 26.4 47.8 20.8 a 2020 includes a$278 million non-cash impairment charge related to Brazos yard.b 2017 includes a$5.9 billion non-cash reduction to income tax expense and$212 million non-cash reduction to operating expenses related to th

291、e Tax Cuts and Jobs Act enacted on December 22,2017.c Includes fuel surcharge revenue of$967 million,$1.6 billion,$1.7 billion,$966 million,and$560 million for 2020,2019,2018,2017,and 2016,respectively,which partially offsets increased operating expenses for fuel.(See further discussion in Managemen

292、ts Discussion and Analysis of Financial Condition and Results of Operations,Item 7,of this report.)d Long-term obligations is determined as follows:total liabilities less current liabilities.e Operating ratio is defined as operating expenses divided by operating revenues.f Return on average common s

293、hareholders equity is determined as follows:Net income divided by average common shareholders equity.25 Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the Consolidated Financial Statements and ap

294、plicable 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 following section generally discusses 2020 and 2019 item

295、s and year-to-year comparisons between 2020 and 2019.Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in“Managements Discussion and Analysis of Financial Condition and Results of Operations”in Part II,Item 7,of the Comp

296、anys Annual Report on Form 10-K for the fiscal year ended December 31,2019.The Railroad,along with its subsidiaries and rail affiliates,is our one reportable business segment.Although revenue is analyzed by commodity,we analyze the net financial results of the Railroad as one segment due to the inte

297、grated nature of the rail network.EXECUTIVE SUMMARY 2020 Results Coronavirus Pandemic(COVID-19)2020 was a year of great uncertainty as COVID-19 spread across the globe.The pandemic caused a dramatic slowdown of the economy as government intervention forced closures and changed individual behaviors,a

298、nd businesses transformed their operations to protect the health and safety of their employees,customers,and communities.The varying levels of mitigation across different industries had a significant impact on the demand to ship freight in certain market segments.The most notable impact on our reven

299、ue was the temporary suspension of automotive production and the corollary effect it had on products used for auto manufacturing.Other reductions in production drove volume declines in a number of other markets as well.The pandemic also disrupted supply chains between Asia and the United States driv

300、ing declines in intermodal shipments.While second quarter was the hardest hit and volumes have improved sequentially from that quarter,some market segments are still lagging as year-over-year volumes are down.Safety The health and wellbeing of our employees was top of mind in 2020 as we navigated th

301、e continually changing environment due to COVID-19.We have and are continuing to adapt to protect the safety of our employees,our customers,and the communities we serve.Enhanced safety procedures were implemented across the system,including new procedures and policies based on Centers for Disease Co

302、ntrol and Prevention(CDC)guidelines.We continued our focus on safety to reduce risk and eliminate incidents for our employees,our customers,and the public.While we have implemented new practices,which drove a 17%improvement in our reportable equipment incident rate per million train miles,we have si

303、gnificant opportunity for improvement remaining.Our reportable personal injury incidents per 200,000 employee-hours of 0.90 was flat with last year.We continued to use Total Safety Culture,Courage to Care,and COMMIT(Coaching,Observing,Mentoring and Motivating with Integrity and Trust)throughout our

304、operations.We remained focused on identifying and managing risks and training our employees as their work environment changes.Network Operations While the pandemic resulted in significant swings in volume,we were able to adjust our demand-driven resources to reflect these fluctuations with minimal d

305、isruptions to our customers.Both our Intermodal and Manifest/Automotive car trip plan compliance improved 6 points in 2020,showing our dedication to providing the customer with a service product that delivers value.Although the environment we operated in changed due to COVID-19,we continued our oper

306、ational transformation.This was evident as our key performance indicators have improved substantially year-over-year.Transportation plan changes to eliminate switches and improved terminal processes drove an 8%improvement in freight car terminal dwell.Improved dwell coupled with 3%faster average tra

307、in speed led to a 6%improvement in freight car velocity.We also saw 14%improvement in locomotive productivity and 11%improvement in work force productivity.Additional detail on these metrics are discussed in Other Operating/Performance and Financial Statistics of this Item 7.Freight Revenues Our fre

308、ight revenues decreased 10%year-over-year to$18.3 billion driven by a volume decline of 7%,lower fuel surcharge revenue,and negative mix of traffic(for example,a relative 26 increase in intermodal shipments,which have a lower average revenue per car(ARC),partially offset by core pricing gains.Volume

309、 declined in almost every market segment due to the deteriorating economic conditions brought on by the COVID-19 pandemic.While some markets rebounded in the last half of the year,particularly grain and intermodal,others still lagged 2019 levels.Shipments of coal,sand,and petroleum products continue

310、 to be negatively impacted by the low crude oil and natural gas prices.Financial Results In 2020,we generated operating income of$7.8 billion,8%below 2019,driven by the impacts of COVID-19 and a non-cash impairment charge of$278 million related to our Brazos yard investment.Productivity initiatives,

311、lower volumes,and lower fuel prices drove operating expenses down 11%from 2019.These factors coupled with improved pricing were not enough to offset the impact of the revenue decline.Net income of$5.3 billion translated into earnings of$7.88 per diluted share,down 6%from last year.Despite the advers

312、ity from COVID-19,our operational transformation produced an all-time record 59.9%operating ratio,improving 0.7 points from 2019.Fuel Prices Our average price of diesel fuel in 2020 was$1.50 per gallon,a decrease of 30%from 2019.The lower price resulted in lower operating expenses of$539 million(exc

313、luding any impact from year-over-year volume declines).Gross ton-miles decreased 9%and our fuel consumption rate,computed as gallons of fuel consumed divided by gross ton-miles,improved 2%,both driving lower fuel expense.Liquidity We are continually evaluating the impact of COVID-19 on our financial

314、 condition and liquidity.On December 31,2020,we had$1.8 billion of cash and cash equivalents.Despite the pandemic,we generated$8.5 billion of cash from operating activities,yielding free cash flow of$3.2 billion after reductions of$2.7 billion for cash used in investing activities and$2.6 billion in

315、 dividends.Even though our share repurchase program was temporarily paused for six months starting in March 2020,we repurchased$3.7 billion of our shares.We have been,and we expect to continue to be,in compliance with our debt covenants.We have$2.0 billion of credit available under our revolving cre

316、dit facility,up to$800 million undrawn on our Receivables Facility,and three bilateral revolving credit lines,which mature in May 2021,with up to$600 million of available credit.As of December 31,2020,none of the revolving credit facility,Receivables Facility,or bilateral revolving credit lines was

317、drawn.Free cash flow is defined as cash provided by operating activities less cash used in investing activities and dividends paid.Free cash flow is not considered a financial measure under GAAP by SEC Regulation G and Item 10 of SEC Regulation S-K and may not be defined and calculated by other comp

318、anies in the same manner.We believe free cash flow is important to management and investors in evaluating our financial performance and measures our ability to generate cash without additional external financing.Free cash flow should be considered in addition to,rather than as a substitute for,cash

319、provided by operating activities.The following table reconciles cash provided by operating activities(GAAP measure)to free cash flow(non-GAAP measure):Millions 20202019 2018 Cash provided by operating activities$8,540$8,609$8,686 Cash used in investing activities (2,676)(3,435)(3,411)Dividends paid

320、(2,626)(2,598)(2,299)Free cash flow$3,238$2,576$2,976 2021 Outlook Safety Operating a safe railroad benefits all our constituents:our employees,customers,shareholders,and the communities we serve.We will continue using a multi-faceted approach to safety utilizing technology,risk assessments,training

321、,employee engagement,quality control,and targeted capital investments.We will continue using and expanding the deployment of Total Safety Culture,Courage to Care,COMMIT,and Peer to Peer throughout our operations,which allows us to identify and implement best practices for employee and operational sa

322、fety.We formed an Operating Practices Command Center to identify causes of mainline service interruptions and develop solutions,in addition to,assisting employees with understanding policies,procedures,and best practices for handling trains.We will continue our efforts to utilize data to identify an

323、d mitigate risk,detect rail defects,improve or close crossings,and educate the public and law enforcement agencies about crossing safety through 27 a combination of our own programs(including risk assessment strategies),industry programs,and local community activities across the network.Network Oper

324、ations In 2021,we will continue to transform our railroad to further increase reliability of our service product,reduce variability in network operations,and improve resource utilization.Continued implementation of train length initiatives will allow us to add incremental volume growth to our existi

325、ng train network.We will continue to make structural changes to improve operational performance and efficiency.A more efficient network requires fewer locomotives,freight cars,and other resources.Market Conditions We expect uncertainties with COVID-19 and the economy to continue in 2021.How governme

326、nts and consumers react to the resurgence,mutation of the virus,and distribution of the vaccine could result in or contribute to customer disruptions,an elongated recovery period,or a downturn from our current business levels.Disruptions in our customers supply chains caused by the pandemic or other

327、 factors may have an impact on our shipments.In addition,other factors such as natural gas prices,weather conditions,and demand for other energy sources may impact the coal market;crude oil price spreads may drive demand for petroleum products and drilling materials;available truck capacity could im

328、pact our intermodal business;and international trade agreements could promote or hinder trade.Fuel Prices Projections for crude oil and natural gas continue to fluctuate in the current environment.We again could see volatile fuel prices during the year,as they are sensitive to global and U.S.domesti

329、c demand,refining capacity,geopolitical events,weather conditions,and other factors.As prices fluctuate,there will be a timing impact on earnings,as our fuel surcharge programs trail increases or decreases in fuel price by approximately two months.Significant changes in fuel prices could have an imp

330、act on the amount of consumer discretionary spending,impacting demand for various consumer products we transport.Alternatively,those changes could have an inverse impact on commodities such as coal,petroleum products,and domestic drilling-related shipments.Capital Plan In 2021,we expect our capital

331、plan to be approximately$2.9 billion,essentially flat with 2020.Implementation of our new transportation plan has generated capacity.We will continue to harden our infrastructure,replace older assets,and improve the safety and resilience of the network.In addition,the plan includes investments inten

332、ded to support growth and improve productivity and operational efficiency.The capital plan 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 Cap

333、ital Resources Capital Plan).Financial Expectations We expect volume to be up four to as high as six percent in 2021 compared to 2020,provided the second half of the years industrial production strengthens as predicted by economists.In the current environment,we expect continued margin improvement driven by pricing opportunities in excess of inflation and ongoing productivity initiatives,resulting