10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

  SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

OR

[    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

  SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

Commission File Number 1-6075

UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

UTAH	13-2626465
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1400 DOUGLAS STREET, OMAHA, NEBRASKA

(Address of principal executive offices)

68179

(Zip Code)

(402) 544-5000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þ  Yes             ¨  No             

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

þ  Yes            ¨  No            

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  þ        Accelerated filer  ¨        Non-accelerated filer  ¨        Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

¨  Yes             þ  No            

As of April 13, 2012, there were 476,218,255 shares of the Registrant’s Common Stock outstanding.

TABLE OF CONTENTS

UNION PACIFIC CORPORATION

AND SUBSIDIARY COMPANIES

PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements:
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) For the Three Months Ended March 31, 2012 and 2011	3
	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) For the Three Months Ended March  31, 2012 and 2011	3
	CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) At March 31, 2012 and December 31, 2011	4
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended March  31, 2012 and 2011	5
	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON SHAREHOLDERS’ EQUITY (Unaudited)      For the Three Months Ended March 31, 2012 and 2011	6
	NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	33
Item 6.	Exhibits	34
Signatures		35
Certifications

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Income (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions, Except Per Share Amounts, for the Three Months Ended March 31,	2012		2011
Operating revenues:
Freight revenues	$	4,823	$	4,248
Other revenues		289		242
Total operating revenues		5,112		4,490
Operating expenses:
Compensation and benefits		1,211		1,167
Fuel		926		826
Purchased services and materials		526		475
Depreciation		427		395
Equipment and other rents		296		302
Other		216		188
Total operating expenses		3,602		3,353
Operating income		1,510		1,137
Other income (Note 6)		16		15
Interest expense		(135)		(141)
Income before income taxes		1,391		1,011
Income taxes		(528)		(372)
Net income	$	863	$	639
Share and Per Share (Note 8):
Earnings per share - basic	$	1.81	$	1.31
Earnings per share - diluted	$	1.79	$	1.29
Weighted average number of shares - basic		477.8		489.6
Weighted average number of shares - diluted		481.4		494.1
Dividends declared per share	$	0.60	$	0.38

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions, for the Three Months Ended March 31,	2012		2011
Net income	$	863	$	639
Other comprehensive income/(loss), net of tax:
Defined benefit plans		(7)		1
Foreign currency translation		15		5
Other comprehensive income, net [a]		8		6
Comprehensive income	$	871	$	645

[a] Net of deferred taxes of $8 million and $4 million, respectively.

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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Condensed Consolidated Statements of Financial Position (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions, Except Share and Per Share Amounts	Mar. 31, 2012		Dec. 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	995	$	1,217
Accounts receivable, net (Note 10)		1,327		1,401
Materials and supplies		682		614
Current deferred income taxes (Note 7)		314		306
Other current assets		247		189
Total current assets		3,565		3,727
Investments		1,210		1,175
Net properties (Note 11)		40,309		39,934
Other assets		252		260
Total assets	$	45,336	$	45,096
Liabilities and Common Shareholders’ Equity
Current liabilities:
Accounts payable and other current liabilities (Note 12)	$	3,133	$	3,108
Debt due within one year (Note 14)		769		209
Total current liabilities		3,902		3,317
Debt due after one year (Note 14)		8,066		8,697
Deferred income taxes (Note 7)		12,505		12,368
Other long-term liabilities		2,108		2,136
Commitments and contingencies (Note 16)
Total liabilities		26,581		26,518
Common shareholders’ equity:
Common shares, $2.50 par value, 800,000,000 authorized;
554,578,927 and 554,270,763 issued; 476,914,329 and 479,929,530
outstanding, respectively		1,387		1,386
Paid-in-surplus		4,056		4,031
Retained earnings		20,084		19,508
Treasury stock		(5,726)		(5,293)
Accumulated other comprehensive loss (Note 9)		(1,046)		(1,054)
Total common shareholders’ equity		18,755		18,578
Total liabilities and common shareholders’ equity	$	45,336	$	45,096

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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Condensed Consolidated Statements of Cash Flows (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions, for the Three Months Ended March 31,	2012		2011
Operating Activities
Net income	$	863	$	639
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		427		395
Deferred income taxes and unrecognized tax benefits		124		172
Other operating activities, net		17		71
Changes in current assets and liabilities:
Accounts receivable, net		74		(91)
Materials and supplies		(68)		(48)
Other current assets		(58)		102
Accounts payable and other current liabilities		25		54
Cash provided by operating activities		1,404		1,294
Investing Activities
Capital investments		(804)		(602)
Proceeds from asset sales		13		11
Acquisition of equipment pending financing		-		(36)
Proceeds from sale of assets financed		-		36
Other investing activities, net		(39)		(66)
Cash used in investing activities		(830)		(657)
Financing Activities
Common share repurchases (Note 17)		(433)		(248)
Dividends paid		(289)		(186)
Debt repaid		(72)		(87)
Other financing activities, net		(2)		46
Cash used in financing activities		(796)		(475)
Net change in cash and cash equivalents		(222)		162
Cash and cash equivalents at beginning of year		1,217		1,086
Cash and cash equivalents at end of period	$	995	$	1,248
Supplemental Cash Flow Information
Non-cash investing and financing activities:
Cash dividends declared but not yet paid	$	282	$	183
Capital investments accrued but not yet paid		118		73
Capital lease financings		-		68
Cash (paid)/refunded for:
Interest, net of amounts capitalized	$	(198)	$	(202)
Income taxes		102		147

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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Condensed Consolidated Statements of Changes in Common Shareholders’ Equity (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions	Common Shares		Treasury Shares		Common Shares		Paid-in-Surplus		Retained Earnings		Treasury Stock		AOCI [a]		Total
Balance at January 1, 2011		553.9		(62.3)	$	1,385	$	3,985	$	17,154	$	(4,027)	$	(734)	$	17,763
Comprehensive income:
Net income						-		-		639		-		-		639
Other comp. income						-		-		-		-		6		6
Total comp. income (Note 9)																645
Conversion, stock option exercises, forfeitures, and other		0.4		1.2		1		3		-		68		-		72
Share repurchases (Note 17)				(2.6)		-		-		-		(248)		-		(248)
Cash dividends declared ($0.38 per share)		-		-		-		-		(186)		-		-		(186)
Balance at March 31, 2011		554.3		(63.7)	$	1,386	$	3,988	$	17,607	$	(4,207)	$	(728)	$	18,046
Balance at January 1, 2012		554.3		(74.4)	$	1,386	$	4,031	$	19,508	$	(5,293)	$	(1,054)	$	18,578
Comprehensive income:
Net income						-		-		863		-		-		863
Other comp. income						-		-		-		-		8		8
Total comp. income (Note 9)																871
Conversion, stock option exercises, forfeitures, and other		0.3		0.6		1		25		-		-		-		26
Share repurchases (Note 17)		-		(3.9)		-		-		-		(433)		-		(433)
Cash dividends declared ($0.60 per share)		-		-		-		-		(287)		-		-		(287)
Balance at March 31, 2012		554.6		(77.7)	$	1,387	$	4,056	$	20,084	$	(5,726)	$	(1,046)	$	18,755

[a] AOCI = Accumulated Other Comprehensive Income/(Loss) (See Note 9)

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For purposes of this report, unless the context otherwise requires, all references herein to the “Corporation”, “UPC”, “we”, “us”, and “our” mean Union Pacific Corporation and its subsidiaries, including Union Pacific Railroad Company, which will be separately referred to herein as “UPRR” or the “Railroad”.

1. Basis of Presentation

Our Condensed Consolidated Financial Statements are unaudited and reflect all adjustments (consisting of normal and recurring adjustments) that are, in the opinion of management, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (GAAP). Our Consolidated Statement of Financial Position at December 31, 2011, is derived from audited financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with our Consolidated Financial Statements and notes thereto contained in our 2011 Annual Report on Form 10-K. The results of operations for the three months ended March 31, 2012, are not necessarily indicative of the results for the entire year ending December 31, 2012.

The Condensed Consolidated Financial Statements are presented in accordance with GAAP as codified in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC).

2. Adoption of New Accounting Pronouncement

On January 1, 2012, we adopted 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income (ASU 2011-05) which requires presentation of the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements and eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. The standard does not change the items that must be reported in other comprehensive income, how such items are measured or when they must be reclassified to net income. Also, in December of 2011, the FASB issued Accounting Standards Update No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12).

3. Operations and Segmentation

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

Millions, for the Three Months Ended March 31,	2012		2011
Agricultural	$	858	$	807
Automotive		430		342
Chemicals		768		664
Energy		995		952
Industrial Products		863		690
Intermodal		909		793
Total freight revenues	$	4,823	$	4,248
Other revenues		289		242
Total operating revenues	$	5,112	$	4,490

Although our revenues are principally derived from customers domiciled in the U.S., the ultimate points of origination or destination for some products transported are outside the U.S.

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4. Stock-Based Compensation

We have several stock-based compensation plans under which employees and non-employee directors receive stock options, nonvested retention shares, and nonvested stock units. We refer to the nonvested shares and stock units collectively as “retention awards”. We have elected to issue treasury shares to cover option exercises and stock unit vestings, while new shares are issued when retention shares are granted. Information regarding stock-based compensation appears in the table below:

Millions, for the Three Months Ended March 31,	2012		2011
Stock-based compensation, before tax:
Stock options	$	5	$	5
Retention awards		20		17
Total stock-based compensation, before tax	$	25	$	22
Excess tax benefits from equity compensation plans	$	39	$	38

Stock Options – We estimate the fair value of our stock option awards using the Black-Scholes option pricing model. The table below shows the annual weighted-average assumptions used for valuation purposes:

Weighted-Average Assumptions	2012		2011
Risk-free interest rate		0.8%		2.3%
Dividend yield		2.1%		1.6%
Expected life (years)		5.3		5.3
Volatility		36.8%		35.9%
Weighted-average grant-date fair value of options granted	$	31.29	$	28.45

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant; the dividend yield is calculated as the ratio of dividends paid per share of common stock to the stock price on the date of grant; the expected life is based on historical and expected exercise behavior; and volatility is based on the historical volatility of our stock price over the expected life of the option.

A summary of stock option activity during the three months ended March 31, 2012 is presented below:

	Shares (thous.)		Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value (millions)
Outstanding at January 1, 2012		7,042	$	52.16		5.5 yrs.	$	379
Granted		598		114.73		N/A		N/A
Exercised		(818)		36.62		N/A		N/A
Forfeited or expired		(3)		74.42		N/A		N/A
Outstanding at March 31, 2012		6,819	$	59.50		5.9 yrs.	$	332
Vested or expected to vest at March 31, 2012		6,766	$	59.25		5.9 yrs.	$	331
Options exercisable at March 31, 2012		5,570	$	51.02		5.2 yrs.	$	314

Stock options are granted at the closing price on the date of grant, have ten-year contractual terms, and vest no later than three years from the date of grant. None of the stock options outstanding at March 31, 2012 are subject to performance or market-based vesting conditions.

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At March 31, 2012, there was $29 million of unrecognized compensation expense related to nonvested stock options, which is expected to be recognized over a weighted-average period of 1.8 years. Additional information regarding stock option exercises appears in the table below:

Millions, for the Three Months Ended March 31,	2012		2011
Intrinsic value of stock options exercised	$	62	$	89
Cash received from option exercises		21		62
Treasury shares repurchased for employee payroll taxes		(8)		(25)
Tax benefit realized from option exercises		24		34
Aggregate grant-date fair value of stock options vested		16		18

Retention Awards – The fair value of retention awards is based on the closing price of the stock on the grant date. Dividends and dividend equivalents are paid to participants during the vesting periods.

Changes in our retention awards during the three months ended March 31, 2012 were as follows:

	Shares (thous.)		Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2012		2,556		$    63.20
Granted		448		114.51
Vested		(565)		62.38
Forfeited		(15)		62.07
Nonvested at March 31, 2012		2,424		$    72.88

Retention awards are granted at no cost to the employee or non-employee director and vest over periods lasting up to four years. At March 31, 2012, there was $100 million of total unrecognized compensation expense related to nonvested retention awards, which is expected to be recognized over a weighted-average period of 2.1 years.

Performance Retention Awards – In February 2012, our Board of Directors approved performance stock unit grants. Other than different performance targets, the basic terms of these performance stock units are identical to those granted in February 2010 and February 2011, including using annual return on invested capital (ROIC) as the performance measure. We define ROIC as net operating profit adjusted for interest expense (including interest on the present value of operating leases) and taxes on interest divided by average invested capital adjusted for the present value of operating leases.

Stock units awarded to selected employees under these grants are subject to continued employment for 37 months and the attainment of certain levels of ROIC. We expense the fair value of the units that are probable of being earned based on our forecasted ROIC over the 3-year performance period. We measure the fair value of these performance stock units based upon the closing price of the underlying common stock as of the date of grant, reduced by the present value of estimated future dividends. Dividend equivalents are paid to participants only after the units are earned.

The assumptions used to calculate the present value of estimated future dividends related to the February 2012 grant were as follows:

	2012
Dividend per share per quarter	$	0.60
Risk-free interest rate at date of grant		0.3%

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Changes in our performance retention awards during the three months ended March 31, 2012 were as follows:

	Shares (thous.)		Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2012		1,204		$  63.62
Granted		328		108.76
Vested		(349)		44.63
Forfeited		(42)		46.48
Nonvested at March 31, 2012		1,141		$  83.04

At March 31, 2012, there was $56 million of total unrecognized compensation expense related to nonvested performance retention awards, which is expected to be recognized over a weighted-average period of 1.7 years. This expense is subject to achievement of the ROIC levels established for the performance stock unit grants.

5. Retirement Plans

Pension and Other Postretirement Benefits

Pension Plans – We provide defined benefit retirement income to eligible non-union employees through qualified and non-qualified (supplemental) pension plans. Qualified and non-qualified pension benefits are based on years of service and the highest compensation during the latest years of employment, with specific reductions made for early retirements.

Other Postretirement Benefits (OPEB) – We provide medical and life insurance benefits for eligible retirees. These benefits are funded as medical claims and life insurance premiums are paid.

Expense

Both pension and OPEB expense are determined based upon the annual service cost of benefits (the actuarial cost of benefits earned during a period) and the interest cost on those liabilities, less the expected return on plan assets. The expected long-term rate of return on plan assets is applied to a calculated value of plan assets that recognizes changes in fair value over a five-year period. This practice is intended to reduce year-to-year volatility in pension expense, but it can have the effect of delaying the recognition of differences between actual returns on assets and expected returns based on long-term rate of return assumptions. Differences in actual experience in relation to assumptions are not recognized in net income immediately, but are deferred and, if necessary, amortized as pension or OPEB expense.

The components of our net periodic pension and OPEB cost/(benefit) were as follows for the three months ended March 31:

	Pension				OPEB
Millions	2012		2011		2012		2011
Service cost	$	13	$	11	$	1	$	1
Interest cost		35		36		3		4
Expected return on plan assets		(47)		(45)		-		-
Amortization of:
Prior service cost/(credit)		-		1		(4)		(9)
Actuarial loss		21		17		3		3
Net periodic benefit cost/(benefit)	$	22	$	20	$	3	$	(1)

Cash Contributions

For the three months ended March 31, 2012, we made $26 million of cash contributions to the qualified pension plan. Any additional contributions made during 2012 will be based on cash generated from operations and financial market considerations. All contributions made to the qualified pension plan during the three months ended March 31, 2012 were voluntary and were made with cash generated from

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operations. Our policy with respect to funding the qualified plans is to fund at least the minimum required by law and not more than the maximum amount deductible for tax purposes. At March 31, 2012, we do not have minimum cash funding requirements for 2012.

6. Other Income

Other income included the following:

Millions for the Three Months Ended March 31,	2012		2011
Rental income	$	20	$	20
Net gain on non-operating asset dispositions		1		1
Interest income		1		1
Non-operating environmental costs and other		(6)		(7)
Total	$	16	$	15

7. Income Taxes

Internal Revenue Service (IRS) examinations have been completed and settled for all years prior to 1999, although some interest calculations remain open for years prior to 1999. The IRS has completed its examinations and issued notices of deficiency for tax years 1999 through 2008. We disagree with many of their proposed adjustments, and we are at IRS Appeals for these years. Additionally, several state tax authorities are examining our state income tax returns for years 2003 through 2008.

In the third quarter of 2011, we reached an agreement in principle with the IRS to resolve all of the issues related to tax years 1999 through 2004, except for calculations of interest. We anticipate signing a closing agreement with the IRS within the next 12 months. Once formalized, this agreement should result in an immaterial reduction of income tax expense.

At March 31, 2012, our liability for unrecognized tax benefits was $109 million. We classified $32 million of this amount as current, the majority of which is in anticipation of a final settlement for tax years 1999-2004.

8. Earnings Per Share

The following table provides a reconciliation between basic and diluted earnings per share:

Millions, Except Per Share Amounts, for the Three Months Ended March 31,	2012		2011
Net income	$	863	$	639
Weighted-average number of shares outstanding:
Basic		477.8		489.6
Dilutive effect of stock options		2.2		3.1
Dilutive effect of retention shares and units		1.4		1.4
Diluted		481.4		494.1
Earnings per share – basic	$	1.81	$	1.31
Earnings per share – diluted	$	1.79	$	1.29
Stock options excluded as their inclusion would be antidilutive		0.4		0.4

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9. Accumulated Other Comprehensive Income/(Loss)

The after-tax components of accumulated other comprehensive loss were as follows:

Millions	Mar. 31, 2012		Dec. 31, 2011
Defined benefit plans	$	(1,011)	$	(1,004)
Foreign currency translation		(33)		(48)
Derivatives		(2)		(2)
Total	$	(1,046)	$	(1,054)

10. Accounts Receivable

Accounts receivable includes freight and other receivables reduced by an allowance for doubtful accounts. The allowance is based upon historical losses, credit worthiness of customers, and current economic conditions. At March 31, 2012 and December 31, 2011, our accounts receivable were reduced by $4 million and $9 million, respectively. Receivables not expected to be collected in one year and the associated allowances are classified as other assets in our Condensed Consolidated Statements of Financial Position. At March 31, 2012 and December 31, 2011, receivables classified as other assets were reduced by allowances of $38 million and $41 million, respectively.

Receivables Securitization Facility – Under the receivables securitization facility, the Railroad sells most of its accounts receivable to Union Pacific Receivables, Inc. (UPRI), a bankruptcy-remote subsidiary. UPRI may subsequently transfer, without recourse on a 364-day revolving basis, an undivided interest in eligible accounts receivable to investors. The total capacity to transfer undivided interests to investors under the facility was $600 million at March 31, 2012 and December 31, 2011, respectively. The value of the outstanding undivided interest held by investors under the facility was $100 million at March 31, 2012 and December 31, 2011, respectively, and is included in our Condensed Consolidated Statements of Financial Position as debt due after one year. The value of the undivided interest held by investors was supported by $1.1 billion of accounts receivable at both March 31, 2012 and December 31, 2011. At both March 31, 2012 and December 31, 2011, the value of the interest retained by UPRI was $1.1 billion. This retained interest is included in accounts receivable, net in our Condensed Consolidated Statements of Financial Position.

The value of the outstanding undivided interest held by investors could fluctuate based upon the availability of eligible receivables and is directly affected by changing business volumes and credit risks, including default and dilution. If default or dilution ratios increase one percent, the value of the outstanding undivided interest held by investors would not change as of March 31, 2012. Should our credit rating fall below investment grade, the value of the outstanding undivided interest held by investors would be reduced, and, in certain cases, the investors would have the right to discontinue the facility.

The Railroad collected approximately $4.9 billion and $4.3 billion during the three months ended March 31, 2012 and 2011, respectively. UPRI used certain of these proceeds to purchase new receivables under the facility.

The costs of the receivables securitization facility include interest, which will vary based on prevailing commercial paper rates, program fees paid to banks, commercial paper issuing costs, and fees for unused commitment availability. The costs of the receivables securitization facility are included in interest expense and were $1 million for the three months ended March 31, 2012 and 2011.

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

In August 2011, the receivables securitization facility was renewed for an additional 364-day period at comparable terms and conditions.

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11. Properties

The following table lists the major categories of property and equipment, as well as the weighted-average composite depreciation rate for each category:

Millions, Except Percentages As of March 31, 2012	Cost		Accumulated Depreciation		Net Book Value		Depreciation Rate for 2012
Land	$	5,101	$	N/A	$	5,101		N/A
Road:
Rail and other track material [a]		12,604		4,639		7,965		3.4%
Ties		8,077		2,060		6,017		2.9%
Ballast		4,215		1,023		3,192		2.9%
Other [b]		14,174		2,511		11,663		2.6%
Total road		39,070		10,233		28,837		3.0%
Equipment:
Locomotives		6,649		3,074		3,575		6.1%
Freight cars		1,953		1,075		878		3.5%
Work equipment and other		529		65		464		6.9%
Total equipment		9,131		4,214		4,917		5.6%
Technology and other		607		255		352		12.7%
Construction in progress		1,102		-		1,102		N/A
Total	$	55,011	$	14,702	$	40,309		N/A
Millions, Except Percentages As of December 31, 2011	Cost		Accumulated Depreciation		Net Book Value		Depreciation Rate for 2011
Land	$	5,098	$	N/A	$	5,098		N/A
Road:
Rail and other track material [a]		12,461		4,592		7,869		3.3%
Ties		7,987		2,028		5,959		2.9%
Ballast		4,178		1,008		3,170		3.0%
Other [b]		14,118		2,502		11,616		2.6%
Total road		38,744		10,130		28,614		2.9%
Equipment:
Locomotives		6,502		3,003		3,499		5.7%
Freight cars		1,957		1,061		896		3.5%
Work equipment and other		529		57		472		6.5%
Total equipment		8,988		4,121		4,867		5.3%
Technology and other		610		259		351		12.3%
Construction in progress		1,004		-		1,004		N/A
Total	$	54,444	$	14,510	$	39,934		N/A

[a] Includes a weighted-average composite depreciation rate for rail in high-density traffic corridors.

[b] Other includes grading, bridges and tunnels, signals, buildings, and other road assets.

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12. Accounts Payable and Other Current Liabilities

Millions	Mar. 31, 2012		Dec. 31, 2011
Accounts payable	$	844	$	819
Income and other taxes		704		482
Accrued wages and vacation		370		363
Dividends payable		282		284
Accrued casualty costs		204		249
Interest payable		133		197
Equipment rents payable		94		90
Other		502		624
Total accounts payable and other current liabilities	$	3,133	$	3,108

13. Financial Instruments

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

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

Interest Rate Cash Flow Hedges – We report changes in the fair value of cash flow hedges in accumulated other comprehensive loss until the hedged item affects earnings. At both March 31, 2012 and December 31, 2011, we had reductions of $2 million recorded as an accumulated other comprehensive loss that is being amortized on a straight-line basis through September 30, 2014. As of March 31, 2012 and December 31, 2011, we had no interest rate cash flow hedges outstanding.

Fair Value of Financial Instruments – The fair value of our short- and long-term debt was estimated using a market value price model, which incorporates observable Level 2 inputs obtained from an independent party. At March 31, 2012, the fair value of total debt was $10.4 billion, approximately $1.5 billion more than the carrying value. At December 31, 2011, the fair value of total debt was $10.5 billion, approximately $1.6 billion more than the carrying value. At March 31, 2012 and December 31, 2011, approximately $303 million of fixed-rate debt securities contained call provisions that allow us to retire the debt instruments prior to final maturity, with the payment of fixed call premiums, or in certain cases, at par. The fair value of our cash equivalents approximates their carrying value due to the short-term maturities of these instruments.

14. Debt

Credit Facilities – On March 31, 2012, we had $1.8 billion of credit available under our revolving credit facility (the facility), which is designated for general corporate purposes and supports the issuance of commercial paper. We did not draw on the facility during the three months ended March 31, 2012. Commitment fees and interest rates payable under the facility are similar to fees and rates available to comparably rated, investment-grade borrowers. The facility allows for borrowings at floating rates based on London Interbank Offered Rates, plus a spread, depending upon our senior unsecured debt ratings. The facility requires the Corporation to maintain a debt-to-net-worth coverage ratio as a condition to

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making a borrowing. At March 31, 2012 and December 31, 2011 (and at all times during the first quarter), we were in compliance with this covenant.

The definition of debt used for purposes of calculating the debt-to-net-worth coverage ratio includes, among other things, certain credit arrangements, capital leases, guarantees and unfunded and vested pension benefits under Title IV of ERISA. At March 31, 2012, the debt-to-net-worth coverage ratio allowed us to carry up to $37.5 billion of debt (as defined in the facility), and we had $9.4 billion of debt (as defined in the facility) outstanding at that date. Under our capital plans, we expect to continue to satisfy the debt-to-net-worth coverage ratio; however, many factors beyond our reasonable control (including the Risk Factors in Item 1A of this report) could affect our ability to comply with this provision in the future. The facility does not include any other financial restrictions, credit rating triggers (other than rating-dependent pricing), or any other provision that could require us to post collateral. The facility also includes a $75 million cross-default provision and a change-of-control provision.

During the first three months of 2012, we did not issue or repay any commercial paper, and at March 31, 2012, we had no commercial paper outstanding. Outstanding commercial paper balances are supported by our revolving credit facility but do not reduce the amount of borrowings available under the facility.

Shelf Registration Statement and Significant New Borrowings – Under our current shelf registration, we may issue, from time to time, any combination of debt securities, preferred stock, common stock, or warrants for debt securities or preferred stock in one or more offerings. We have no immediate plans to issue equity securities; however, we will continue to explore opportunities to replace existing debt or access capital through issuances of debt securities under our shelf registration, and, therefore, we may issue additional debt securities at any time.

At both March 31, 2012 and December 31, 2011, we reclassified as long-term debt approximately $100 million of debt due within one year that we intend to refinance. This reclassification reflects our ability and intent to refinance any short-term borrowings and certain current maturities of long-term debt on a long-term basis.

Receivables Securitization Facility – As of March 31, 2012, and December 31, 2011, we have recorded $100 million as secured debt under our receivables securitization facility. (See further discussion of our receivables securitization facility in Note 10).

15. Variable Interest Entities

We have entered into various lease transactions in which the structure of the leases contain variable interest entities (VIEs). These VIEs were created solely for the purpose of doing lease transactions (principally involving railroad equipment and facilities, including our headquarters building) and have no other activities, assets or liabilities outside of the lease transactions. Within these lease arrangements, we have the right to purchase some or all of the assets at fixed prices. Depending on market conditions, fixed-price purchase options available in the leases could potentially provide benefits to us; however, these benefits are not expected to be significant.

We maintain and operate the assets based on contractual obligations within the lease arrangements, which set specific guidelines consistent within the railroad industry. As such, we have no control over activities that could materially impact the fair value of the leased assets. We do not hold the power to direct the activities of the VIEs and, therefore, do not control the ongoing activities that have a significant impact on the economic performance of the VIEs. Additionally, we do not have the obligation to absorb losses of the VIEs or the right to receive benefits of the VIEs that could potentially be significant to the VIEs.

We are not considered to be the primary beneficiary and do not consolidate these VIEs because our actions and decisions do not have the most significant effect on the VIE’s performance and our fixed-price purchase price options are not considered to be potentially significant to the VIE’s. The future minimum lease payments associated with the VIE leases totaled $3.7 billion as of March 31, 2012.

16. Commitments and Contingencies

Asserted and Unasserted Claims – Various claims and lawsuits are pending against us and certain of our subsidiaries. We cannot fully determine the effect of all asserted and unasserted claims on our

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

Personal Injury – The cost of personal injuries to employees and others related to our activities is charged to expense based on estimates of the ultimate cost and number of incidents each year. We use an actuarial analysis to measure the expense and liability, including unasserted claims. The Federal Employers’ Liability Act (FELA) governs compensation for work-related accidents. Under FELA, damages are assessed based on a finding of fault through litigation or out-of-court settlements. We offer a comprehensive variety of services and rehabilitation programs for employees who are injured at work.

Our personal injury liability is not discounted to present value. Approximately 89% of the recorded liability is related to asserted claims and approximately 11% is related to unasserted claims at March 31, 2012. Because of the uncertainty surrounding the ultimate outcome of personal injury claims, it is reasonably possible that future costs to settle these claims may range from approximately $372 million to $408 million. We record an accrual at the low end of the range as no amount of loss is more probable than any other. Estimates can vary over time due to evolving trends in litigation.

Our personal injury liability activity was as follows:

Millions, for the Three Months Ended March 31,	2012		2011
Beginning balance	$	368	$	426
Current year accruals		30		37
Changes in estimates for prior years		3		(17)
Payments		(29)		(17)
Ending balance at March 31	$	372	$	429
Current portion, ending balance at March 31	$	107	$	141

Asbestos – We are a defendant in a number of lawsuits in which current and former employees and other parties allege exposure to asbestos. We assess our potential liability using a statistical analysis of resolution costs for asbestos-related claims. This liability is updated annually and excludes future defense and processing costs. The liability for resolving both asserted and unasserted claims was based on the following assumptions:

• The ratio of future claims by alleged disease would be consistent with historical averages adjusted for inflation.

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

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

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

Our liability for asbestos-related claims is not discounted to present value due to the uncertainty surrounding the timing of future payments. Approximately 22% of the recorded liability related to asserted claims and approximately 78% related to unasserted claims at March 31, 2012.

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Our asbestos-related liability activity was as follows:

Millions, for the Three Months Ended March 31,	2012		2011
Beginning balance	$	147	$	162
Accruals		-		-
Payments		(2)		(2)
Ending balance at March 31	$	145	$	160
Current portion, ending balance at March 31	$	9	$	11

We have insurance coverage for a portion of the costs incurred to resolve asbestos-related claims, and we have recognized an asset for estimated insurance recoveries at March 31, 2012, and December 31, 2011.

We believe that our estimates of liability for asbestos-related claims and insurance recoveries are reasonable and probable. The amounts recorded for asbestos-related liabilities and related insurance recoveries were based on currently known facts. However, future events, such as the number of new claims filed each year, average settlement costs, and insurance coverage issues, could cause the actual costs and insurance recoveries to be higher or lower than the projected amounts. Estimates also may vary in the future if strategies, activities, and outcomes of asbestos litigation materially change; federal and state laws governing asbestos litigation increase or decrease the probability or amount of compensation of claimants; and there are material changes with respect to payments made to claimants by other defendants.

Environmental Costs – We are subject to federal, state, and local environmental laws and regulations. We have identified 290 sites at which we are or may be liable for remediation costs associated with alleged contamination or for violations of environmental requirements. This includes 33 sites that are the subject of actions taken by the U.S. government, 18 of which are currently on the Superfund National Priorities List. Certain federal legislation imposes joint and several liability for the remediation of identified sites; consequently, our ultimate environmental liability may include costs relating to activities of other parties, in addition to costs relating to our own activities at each site.

When we identify an environmental issue with respect to property owned, leased, or otherwise used in our business, we perform, with assistance of our consultants, environmental assessments on the property. We expense the cost of the assessments as incurred. We accrue the cost of remediation where our obligation is probable and such costs can be reasonably estimated. We do not discount our environmental liabilities when the timing of the anticipated cash payments is not fixed or readily determinable. At March 31, 2012, approximately 1% of our environmental liability was discounted at 2.0%, while less than 1% of our environmental liability was discounted at 2.0% at December 31, 2011.

Our environmental liability activity was as follows:

Millions, for the Three Months Ended March 31,	2012		2011
Beginning balance	$	172	$	213
Accruals		13		11
Payments		(7)		(12)
Ending balance at March 31	$	178	$	212
Current portion, ending balance at March 31	$	45	$	74

The environmental liability includes future costs for remediation and restoration of sites, as well as ongoing monitoring costs, but excludes any anticipated recoveries from third parties. Cost estimates are based on information available for each site, financial viability of other potentially responsible parties, and existing technology, laws, and regulations. The ultimate liability for remediation is difficult to determine because of the number of potentially responsible parties, site-specific cost sharing arrangements with other potentially responsible parties, the degree of contamination by various wastes, the scarcity and quality of volumetric data related to many of the sites, and the speculative nature of remediation costs.

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Estimates of liability may vary over time due to changes in federal, state, and local laws governing environmental remediation. Current obligations are not expected to have a material adverse effect on our consolidated results of operations, financial condition, or liquidity.

Guarantees – At March 31, 2012, we were contingently liable for $322 million in guarantees. We have recorded a liability of $2 million and $3 million for the fair value of these obligations as of March 31, 2012, and December 31, 2011, respectively. We entered into these contingent guarantees in the normal course of business, and they include guaranteed obligations related to our headquarters building, equipment financings, and affiliated operations. The final guarantee expires in 2022. We are not aware of any existing event of default that would require us to satisfy these guarantees. We do not expect that these guarantees will have a material adverse effect on our consolidated financial condition, results of operations, or liquidity.

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

Operating Leases – At March 31, 2012, we had commitments for future minimum lease payments under operating leases with initial or remaining non-cancelable lease terms in excess of one year of approximately $4.3 billion.

Gain Contingency – UPRR and Santa Fe Pacific Pipelines (SFPP, a subsidiary of Kinder Morgan Energy Partners, L.P.) currently are parties in a proceeding to resolve the fair market rent payable to UPRR under a 10-year agreement that commenced on January 1, 2004 for pipeline easements on UPRR rights-of-way (Union Pacific Railroad Company vs. Santa Fe Pacific Pipelines, Inc., SFPP, L.P., Kinder Morgan Operating L.P. “D” Kinder Morgan G.P., Inc., et al., Superior Court of the State of California for the County of Los Angeles, filed July 28, 2004). In February 2007, a trial began to resolve this issue, and, on September 28, 2011, the judge issued a tentative Statement of Decision, which concluded that SFPP owes back rent to UPRR for the years 2004 through 2011. During hearings in February 2012, the judge ruled that UPRR is entitled to interest on past due rent as well. The court prepared and circulated the text of a Final Statement of Decision. Upon issuance of the Final Statement of Decision, UPRR will prepare and submit a Final Judgment for entry by the court. SFPP will have the right to appeal the final judgment. A favorable final judgment may materially affect our results of operations in the period of any monetary recoveries; however, due to the uncertainty regarding the amount and timing of any recovery, including the outcome of any appeal by SFPP of this judgment or any subsequent proceeding, we consider this a gain contingency and do not reflect any amounts in the Condensed Consolidated Financial Statements as of March 31, 2012.

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17. Share Repurchase Program

Effective April 1, 2011, our Board of Directors authorized the repurchase of 40 million common shares by March 31, 2014, replacing our previous repurchase program. The table below represents shares repurchased in the first quarter of 2011 under our previous repurchase program, and shares repurchased in the first of quarter of 2012 under the new program.

	Number of Shares Purchased				Average Price Paid
	2012		2011		2012		2011
First quarter		3,917,369		2,636,178		$    110.64		$        94.10
Total		3,917,369		2,636,178		$    110.64		$        94.10
Remaining number of shares that may yet be repurchased								23,939,039

Management’s assessments of market conditions and other pertinent facts guide the timing and volume of all repurchases. We expect to fund any share repurchases under this program through cash generated from operations, the sale or lease of various operating and non-operating properties, debt issuances, and cash on hand. Repurchased shares are recorded in treasury stock at cost, which includes any applicable commissions and fees.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

RESULTS OF OPERATIONS

Three Months Ended March 31, 2012 Compared to

Three Months Ended March 31, 2011

For purposes of this report, unless the context otherwise requires, all references herein to “UPC”, “Corporation”, “we”, “us”, and “our” shall mean Union Pacific Corporation and its subsidiaries, including Union Pacific Railroad Company, which we separately refer to as “UPRR” or the “Railroad”.

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and applicable notes to the Condensed Consolidated Financial Statements, Item 1, and other information included in this report. Our Condensed Consolidated Financial Statements are unaudited and reflect all adjustments (consisting only of normal and recurring adjustments) that are, in the opinion of management, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (GAAP).

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 integrated nature of the rail network.

Available Information

Our Internet website is www.up.com. We make available free of charge on our website (under the “Investors” caption link) our Annual Reports on Form 10-K; our Quarterly Reports on Form 10-Q; eXtensible Business Reporting Language (XBRL) documents; our current reports on Form 8-K; our proxy statements; Forms 3, 4, and 5, filed on behalf of directors and executive officers; and amendments to such reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (SEC). We also make available on our website previously filed SEC reports and exhibits via a link to EDGAR on the SEC’s Internet site at www.sec.gov. Additionally, our corporate governance materials, including By-Laws, Board Committee charters, governance guidelines and policies, and codes of conduct and ethics for directors, officers, and employees are available on our website. From time to time, the corporate governance materials on our website may be updated as necessary to comply with rules issued by the SEC and the New York Stock Exchange or as desirable to promote the effective and efficient governance of our company. Any security holder wishing to receive, without charge, a copy of any of our SEC filings or corporate governance materials should send a written request to: Secretary, Union Pacific Corporation, 1400 Douglas Street, Omaha, NE 68179.

References to our website address in this report, including references in Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 2, are provided as a convenience and do not constitute, and should not be deemed, an incorporation by reference of the information contained on, or available through, the website. Therefore, such information should not be considered part of this report.

Critical Accounting Policies and Estimates

We base our discussion and analysis of our financial condition and results of operations upon our Condensed Consolidated Financial Statements. The preparation of these financial statements requires estimation and judgment that affect the reported amounts of revenues, expenses, assets, and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. If these estimates differ materially from actual results, the impact on the Condensed Consolidated Financial Statements may be material. Our critical accounting policies are available in Item 7 of our 2011 Annual Report on Form 10-K. There have not been any significant changes with respect to these policies during the first three months of 2012.

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RESULTS OF OPERATIONS

Quarterly Summary

We reported earnings of $1.79 per diluted share on net income of $863 million in the first quarter of 2012 compared to earnings of $1.29 per diluted share on net income of $639 million for the first quarter of 2011. Freight revenues increased $575 million in the first quarter compared to the same period of 2011 driven by core pricing gains, higher fuel surcharges and volume growth. The diversity of our franchise led to 1% carload growth despite declines in two of our six commodity groups compared to first quarter of 2011. Increases in automotive, crude oil and frac sand shipments more than offset the lower volume in energy, agricultural products and international intermodal. These volume increases and core pricing gains, coupled with continued cost controls, generated record earnings in the first quarter of 2012.

Although the mild winter reduced demand for coal, it resulted in more favorable operating conditions, which in turn, contributed to better velocity during the quarter. Average train speed, as reported to the Association of American Railroads (AAR), increased 1% in the first quarter of 2012 versus 2011 despite a 1% increase in carloads and more capital projects on our network. Average terminal dwell time during the quarter remained consistent year-over-year. Average rail car inventory increased 3% due to the addition of new cars to support higher growth commodities, including crude oil, ethanol, and frac sand.

Operating Revenues

Millions, for the Three Months Ended March 31,	2012		2011		% Change
Freight revenues	$	4,823	$	4,248		14%
Other revenues		289		242		19
Total	$	5,112	$	4,490		14%

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

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

Freight revenues from all six commodity groups increased during 2012, reflecting stronger demand across many market sectors. Volume increased in four of the six commodity groups, with strong growth in autos, industrial products and chemical shipments. Higher fuel surcharges and core pricing gains also increased freight revenues and improved ARC 12%.

Our fuel surcharge programs (excluding index-based contract escalators that contain some provision for fuel) generated $614 million of freight revenue in the first quarter of 2012. Higher fuel prices, volume growth, and new fuel surcharge provisions in contracts renegotiated during 2011 increased fuel surcharge amounts in the first quarter of 2012. Additionally, fuel surcharge revenue is not entirely comparable to prior periods due to the continual conversion of portions of our non-regulated traffic to mileage-based fuel surcharge programs.

In the first quarter of 2012, other revenues increased from 2011 due primarily to higher revenues at our subsidiaries that broker intermodal and automotive services. Accessorial revenues also increased in the first quarter of 2012, reflecting higher volume levels during the year.

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The following tables summarize the year-over-year changes in freight revenues, revenue carloads, and ARC by commodity type:

Freight Revenues Millions, for the Three Months Ended March 31,	2012		2011		% Change
Agricultural	$	858	$	807		6%
Automotive		430		342		26
Chemicals		768		664		16
Energy		995		952		5
Industrial Products		863		690		25
Intermodal		909		793		15
Total	$	4,823	$	4,248		14%
Revenue Carloads Thousands, for the Three Months Ended March 31,	2012		2011		% Change
Agricultural		234		238		(2)%
Automotive		180		157		15
Chemicals		241		223		8
Energy		495		538		(8)
Industrial Products		290		263		10
Intermodal [a]		778		770		1
Total		2,218		2,189		1%
Average Revenue per Car for the Three Months Ended March 31,	2012		2011		% Change
Agricultural	$	3,664	$	3,386		8%
Automotive		2,390		2,175		10
Chemicals		3,184		2,974		7
Energy		2,010		1,770		14
Industrial Products		2,977		2,628		13
Intermodal [a]		1,169		1,031		13
Average	$	2,175	$	1,941		12%

[a] Each intermodal container or trailer equals one carload.

Agricultural Products – Fuel surcharges, and price improvements, partially offset by lower volume, increased agricultural freight revenue in the first quarter of 2012 versus the same period of 2011. Weakening export demand for U.S. wheat primarily drove a 34% decrease in wheat and food grains shipments in the first quarter of 2012 compared to 2011, as unfavorable growing conditions in foreign markets led to record demand for export shipments in 2011. Conversely, shipments of ethanol and biodiesel increased due to continuing strong demand.

Automotive – Shipments of finished vehicles and automotive parts in the first quarter of 2012 increased 16% and 12%, respectively. Core pricing gains and fuel surcharges also improved automotive freight revenue from 2011 levels. Higher production and sales levels during the quarter drove the volume growth.

Chemicals – Volume growth, price improvements, and fuel surcharges increased freight revenue from chemicals in the first quarter of 2012 versus 2011. Shipments of crude oil from the Bakken and Eagle Ford shale formations to St. James, Louisiana drove the increase in chemical shipments for the first quarter of 2012 compared to 2011. In addition, plastics and industrial chemicals shipments increased due to higher demand. Offsetting those increases were declines in fertilizer shipments as low demand for potash led to temporary shutdowns and reduced production at several potash mines during the first quarter of 2012.

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Energy – Core pricing gains and higher fuel surcharges (including improved fuel recovery provisions) partially offset by lower volume, increased freight revenue from energy shipments in the first quarter of 2012 compared to the same period in 2011. Shipments of coal from the Southern Powder River Basin (SPRB) and Colorado and Utah mines decreased 9% and 3%, respectively, from the first quarter of 2011. Volume continued to decline throughout the quarter as coal stockpiles increased due to the unseasonably warm weather and low natural gas prices, which caused some displacement of coal in electricity production. In addition, the loss of two contracts also added to the decline.

Industrial Products – Volume gains, core pricing improvement, and higher fuel surcharges increased freight revenue from industrial products in the first quarter of 2012 versus 2011. Shipments of non-metallic minerals (primarily frac sand) grew in response to continued horizontal drilling activity for natural gas and oil, while steel shipments increased due to higher demand for steel coils and bars for pipe and automotive production. In addition, the mild winter allowed more construction activity throughout the quarter, leading to higher demand for shipments of lumber, stone and cement compared to the first quarter 2011.

Intermodal – Higher fuel surcharges (including improved fuel recovery provisions implemented in 2011), core pricing gains and volume growth increased freight revenue from intermodal shipments in the first quarter of 2012 compared to the same period in 2011. Volume from domestic traffic increased 6% from 2011 levels, with continued conversion from truck to rail. International shipments were down 3% reflecting weaker West Coast imports and the loss of a customer contract in May 2011, partially offsetting the domestic gains.

Mexico Business – Each of our commodity groups includes revenue from shipments to and from Mexico. Revenue from Mexico business increased 15% to $482 million in the first quarter of 2012 versus the same period in 2011. Volume levels for five of the six commodity groups increased (industrial products shipments declined), 7% in aggregate versus 2011, with particularly strong growth in chemicals and automotive shipments.

Operating Expenses

Millions, for the Three Months Ended March 31,	2012		2011		% Change
Compensation and benefits	$	1,211	$	1,167		4%
Fuel		926		826		12
Purchased services and materials		526		475		11
Depreciation		427		395		8
Equipment and other rents		296		302		(2)
Other		216		188		15
Total	$	3,602	$	3,353		7%

Operating expenses increased $249 million in the first quarter of 2012 versus the comparable period in 2011. Our fuel price per gallon increased 12% year-over-year, accounting for $98 million of the increase. Wage and benefit inflation, depreciation, volume-related trucking services purchased by our logistics subsidiaries and property taxes also contributed to higher expenses during the period. Lower locomotive and container lease costs partially offset these higher expenses.

Compensation and Benefits – Compensation and benefits include wages, payroll taxes, health and welfare costs, pension costs, other postretirement benefits, and incentive costs. General wage and benefit inflation, volume-related expenses from a larger work force, up 4% (2% driven by increased capital projects), and higher expenses for pension and other postretirement benefits drove the increase during the first quarter of 2012 compared to the same period in 2011.

Fuel – Fuel includes locomotive fuel and gasoline for highway and non-highway vehicles and heavy equipment. Higher locomotive diesel fuel prices, which averaged $3.23 per gallon (including taxes and transportation costs) in the first quarter of 2012 compared to $2.88 per gallon in the same period in 2011, increased expenses by $98 million. Volume, as measured by gross ton-miles, increased 2% in the first quarter of 2012 versus 2011, driving expense up by $15 million. Our fuel consumption rate, computed as gallons of fuel consumed divided by gross ton-miles in thousands, improved 2%, reducing expense by $12 million.

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Purchased Services and Materials – Expense for purchased services and materials includes the costs of services purchased from outside contractors (including equipment maintenance and contract expenses incurred by our subsidiaries for external transportation services); materials used to maintain the Railroad’s lines, structures, and equipment; costs of operating facilities jointly used by UPRR and other railroads; transportation and lodging for train crew employees; trucking and contracting costs for intermodal containers; leased automobile maintenance expenses; and tools and supplies. Contract services increased 14% compared to the first quarter of 2011 primarily due to increased demand for trucking services purchased by our logistics subsidiaries and additional costs for repair and maintenance of locomotives and freight cars. Volume-related crew transportation and lodging and material costs also increased purchased services and materials expense in the first quarter of 2012.

Depreciation – The majority of depreciation relates to road property, including rail, ties, ballast, and other track material. A higher depreciable asset base, reflecting ongoing capital spending, increased depreciation expense in the first quarter of 2012 compared to the same period of 2011.

Equipment and Other Rents – Expense for equipment and other rents expense primarily includes rental expense that the Railroad pays for freight cars owned by other railroads or private companies; freight car, intermodal, and locomotive leases; other specialty equipment leases; and office and other rentals. Equipment and rent expense decreased driven by lower locomotive and container lease expenses compared to the same period in 2011, as we exercised purchase options on some of our leased equipment.

Other – Other expenses include personal injury, freight and property damage, destruction of foreign equipment, insurance, environmental, bad debt, state and local taxes, utilities, telephone and cellular, employee travel, computer software, and other general expenses. Higher property taxes along with casualty costs associated with destroyed equipment and personal injuries drove other expense higher compared to last year. The increase in personal injury reflects a one-time adjustment to recognize the liability on an undiscounted basis.

Non-Operating Items

Millions, for the Three Months Ended March 31,	2012		2011		% Change
Other income	$	16		$        15		7%
Interest expense		(135)		(141)		(4)
Income taxes		(528)		(372)		42

Other Income – Other income increased slightly in the first quarter of 2012 versus the same period in 2011 as rental income was partially offset by higher environmental remediation costs.

Interest Expense – A lower weighted-average debt level of $8.9 billion, compared to $9.2 billion in 2011, reduced interest expense in the first quarter of 2012 versus 2011. Our effective interest rate declined to 6.1% in the first quarter of 2012 compared to 6.2% in first quarter of 2011.

Income Taxes – Higher pre-tax income was the primary driver for the increase in income taxes in the first quarter of 2012 compared to 2011. Our effective tax rate for the quarter was 38.0% compared to 36.8% in 2011. The 2011 effective tax rate was lower primarily due to Arizona legislation reducing the state’s corporate tax rate.

OTHER OPERATING/PERFORMANCE AND FINANCIAL STATISTICS

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

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Operating/Performance Statistics

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

For the Three Months Ended March 31,	2012		2011		%     Change
Average train speed (miles per hour)		26.3		26.1		1 %
Average terminal dwell time (hours)		26.4		26.4		-  %
Average rail car inventory (thousands)		275.4		268.4		3 %
Gross ton-miles (billions)		240.5		235.4		2 %
Revenue ton-miles (billions)		132.7		132.8		-  %
Operating ratio		70.5		74.7		(4.2) pt
Employees (average)		45,642		44,045		4 %
Customer satisfaction index		93		91		2 pt

Average Train Speed – Average train speed is calculated by dividing train miles by hours operated on our main lines between terminals. The mild winter weather contributed to better velocity during the quarter, as average train speed, as reported to the Association of American Railroads (AAR), increased 1% in the first quarter of 2012 versus 2011 despite a 1% increase in carloads and more capital projects on our network.

Average Terminal Dwell Time – Average terminal dwell time is the average time that a rail car spends at our terminals. Lower average terminal dwell time improves asset utilization and service. Average terminal dwell time remained consistent in the first quarter of 2012 compared to 2011.

Average Rail Car Inventory – Average rail car inventory is the daily average number of rail cars on our lines, including rail cars in storage. Lower average rail car inventory reduces congestion in our yards and sidings, which increases train speed, reduces average terminal dwell time, and improves rail car utilization. Average rail car inventory increased 3% due to the addition of new cars to support higher growth commodities, including crude oil, ethanol, and frac sand.

Gross and Revenue Ton-Miles – Gross ton-miles are calculated by multiplying the weight of loaded and empty freight cars by the number of miles hauled. Revenue ton-miles are calculated by multiplying the weight of freight by the number of tariff miles. Gross ton-miles increased 2% in the first quarter of 2012 compared to the same period in 2011, while revenue ton-miles remained flat, and carloads increased 1%. Commodity mix changes drove the variance in year-over-year growth between gross ton-miles, revenue ton-miles and carloads.

Operating Ratio – Operating ratio is our operating expenses reflected as a percentage of operating revenue. Our operating ratio improved 4.2 points to 70.5% in the first quarter of 2012 versus the same period of 2011. Core pricing gains and improved fuel recovery provisions more than offset the impact of higher fuel prices and inflation.

Employees – Employee levels increased 4% in the first quarter of 2012 compared to the same period in 2011, driven by 1% growth of volume levels with a concentration in the Southern Region where volume levels increased more than in the other regions. We also increased maintenance and work on capital projects during the mild winter, which accounted for approximately half of the increase in employee levels.

Customer Satisfaction Index – Our customer satisfaction survey asks customers to rate how satisfied they are with our performance over the last 12 months on a variety of attributes. A higher score indicates higher customer satisfaction. The improvement in survey results in the first quarter of 2012 generally reflects customer recognition of our service quality.

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Debt to Capital / Adjusted Debt to Capital

Millions, Except Percentages	Mar. 31, 2012		Dec. 31, 2011
Debt (a)	$	8,835	$	8,906
Equity		18,755		18,578
Capital (b)	$	27,590	$	27,484
Debt to capital (a/b)		32.0%		32.4%
Millions, Except Percentages	Mar. 31, 2012		Dec. 31, 2011
Debt	$	8,835	$	8,906
Net present value of operating leases		3,099		3,224
Unfunded pension and OPEB		623		623
Adjusted debt (a)		12,557		12,753
Equity		18,755		18,578
Adjusted capital (b)	$	31,312	$	31,331
Adjusted debt to capital (a/b)		40.1%		40.7%

Adjusted debt to capital is a non-GAAP financial measure under SEC Regulation G and Item 10 of SEC Regulation S-K. We believe this measure is important to management and investors in evaluating the total amount of leverage in our capital structure, including off-balance sheet lease obligations, which we generally incur in connection with financing the acquisition of locomotives and freight cars and certain facilities. Operating leases were discounted using 6.1% and 6.2% at March 31, 2012 and December 31, 2011, respectively. The discount rate reflects changes to interest rates and our current financing costs. We monitor the ratio of adjusted debt to capital as we manage our capital structure to balance cost-effective and efficient access to the capital markets with the Corporation’s overall cost of capital. Adjusted debt to capital should be considered in addition to, rather than as a substitute for, debt to capital. The tables above provide reconciliations from debt to capital to adjusted debt to capital.

LIQUIDITY AND CAPITAL RESOURCES

Financial Condition

Cash Flows Millions, for the Three Months Ended March 31,	2012			2011
Cash provided by operating activities	$	1,404		$	1,294
Cash used in investing activities		(830	)		(657	)
Cash used in financing activities		(796	)		(475	)
Net change in cash and cash equivalents	$	(222	)	$	162

Operating Activities

Higher net income in the first three months of 2012 increased cash provided by operating activities compared to the same period of 2011.

Investing Activities

Higher capital investments in the first three months of 2012 drove the increase in cash used in investing activities compared to the same period in 2011. Included in capital investments in the first three months of 2012 was $75 million for the early buyout of locomotives under long-term operating and capital leases, which we exercised due to favorable economic terms and market conditions.

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The table below details cash capital investments.

Millions, for the Three Months Ended March 31,	2012		2011
Rail and other track material	$	177	$	169
Ties		108		100
Ballast		46		50
Other [a]		48		58
Total road infrastructure replacements		379		377
Line expansion and other capacity projects		94		43
Commercial facilities		28		8
Total capacity and commercial facilities		122		51
Locomotives and freight cars		177		71
Positive train control		75		37
Technology and other		51		66
Total cash capital investments	$	804	$	602

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

Capital Plan – In 2012, we intend to make new capital investments of approximately $3.6 billion under our capital plan, which may be revised if business conditions warrant or if new laws or regulations affect our ability to generate sufficient returns on these investments. In addition, we project expenditures of $96 million ($75 million recognized in the first quarter) for the early buyout of long-term locomotive leases.

Financing Activities

Cash used in financing activities increased in the first three months of 2012 versus the same period of 2011. During the first three months of 2012, we repurchased $433 million of our common stock, compared to $248 million in the same period of 2011. Additionally, higher dividend payments in the first quarter of 2012 of $289 million compared to $186 million in 2011, reflecting our higher dividends per share, also contributed to the increase in cash used in financing activities in the first quarter of 2012.

Free Cash Flow – 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 accounting principles generally accepted in the U.S. (GAAP) by SEC Regulation G and Item 10 of SEC Regulation S-K. We believe free cash flow is important to management and investors in evaluating our financial performance and measures our ability to generate cash without additional external financings. Free cash flow should be considered in addition to, rather than as a substitute for, cash provided by operating activities. The following table reconciles cash provided by operating activities (GAAP measure) to free cash flow (non-GAAP measure):

Millions, for the Three Months Ended March 31,	2012		2011
Cash provided by operating activities	$	1,404	$	1,294
Cash used in investing activities		(830)		(657)
Dividends paid		(289)		(186)
Free cash flow	$	285		$      451

Credit Facilities – At March 31, 2012, we had $1.8 billion of credit available under our revolving credit facility (the facility). The facility is designated for general corporate purposes and supports the issuance of commercial paper. We did not draw on the facility during the three months ended March 31, 2012. Commitment fees and interest rates payable under the facility are similar to fees and rates available to comparably rated, investment-grade borrowers. The facility allows for borrowings at floating rates based on London Interbank Offered Rates, plus a spread, depending upon our senior unsecured debt ratings. The facility requires Union Pacific Corporation to maintain a debt-to-net-worth coverage ratio as a

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condition to making a borrowing. At March 31, 2012 and December 31, 2011 (and at all times during the first quarter), we were in compliance with this covenant.

The definition of debt used for purposes of calculating the debt-to-net-worth coverage ratio includes, among other things, certain credit arrangements, capital leases, guarantees and unfunded and vested pension benefits under Title IV of ERISA. At March 31, 2012, the debt-to-net-worth coverage ratio allowed us to carry up to $37.5 billion of debt (as defined in the facility), and we had $9.4 billion of debt (as defined in the facility) outstanding at that date. Under our current plans, we expect to continue to satisfy the debt-to-net-worth coverage ratio; however, many factors beyond our reasonable control could affect our ability to comply with this provision in the future. The facility does not include any other financial restrictions, credit rating triggers (other than rating-dependent pricing), or any other provision that could require us to post collateral. The facility also includes a $75 million cross-default provision and a change-of-control provision.

During the first three months of 2012, we did not issue or repay any commercial paper, and at March 31, 2012, we had no commercial paper outstanding. Outstanding commercial paper balances are supported by our revolving credit facility but do not reduce the amount of borrowings available under the facility.

Shelf Registration Statement and Significant New Borrowings – Under our current shelf registration, we may issue, from time to time, any combination of debt securities, preferred stock, common stock, or warrants for debt securities or preferred stock in one or more offerings. We have no immediate plans to issue equity securities; however, we will continue to explore opportunities to replace existing debt or access capital through issuances of debt securities under our shelf registration, and, therefore, we may issue additional debt securities at any time.

At both March 31, 2012 and December 31, 2011, we reclassified as long-term debt approximately $100 million of debt due within one year that we intend to refinance. This reclassification reflects our ability and intent to refinance any short-term borrowings and certain current maturities of long-term debt on a long-term basis.

Receivables Securitization Facility – Under the receivables securitization facility, the Railroad sells most of its accounts receivable to Union Pacific Receivables, Inc. (UPRI), a bankruptcy-remote subsidiary. UPRI may subsequently transfer, without recourse on a 364-day revolving basis, an undivided interest in eligible accounts receivable to investors. The total capacity to transfer undivided interests to investors under the facility was $600 million at March 31, 2012 and December 31, 2011, respectively. The value of the outstanding undivided interest held by investors under the facility was $100 million at March 31, 2012 and December 31, 2011, respectively, and is included in our Condensed Consolidated Statements of Financial Position as debt due after one year. The value of the undivided interest held by investors was supported by $1.1 billion of accounts receivable at both March 31, 2012 and December 31, 2011. At March 31, 2012 and December 31, 2011, the value of the interest retained by UPRI was $1.1 billion. This retained interest is included in accounts receivable, net in our Condensed Consolidated Statements of Financial Position.

The value of the outstanding undivided interest held by investors could fluctuate based upon the availability of eligible receivables and is directly affected by changing business volumes and credit risks, including default and dilution. If default or dilution ratios increase one percent, the value of the outstanding undivided interest held by investors would not change as of March 31, 2012. Should our credit rating fall below investment grade, the value of the outstanding undivided interest held by investors would be reduced, and, in certain cases, the investors would have the right to discontinue the facility.

The Railroad collected approximately $4.9 billion and $4.3 billion during the three months ended March 31, 2012 and 2011, respectively. UPRI used certain of these proceeds to purchase new receivables under the facility.

The costs of the receivables securitization facility include interest, which will vary based on prevailing commercial paper rates, program fees paid to banks, commercial paper issuing costs, and fees for unused commitment availability. The costs of the receivables securitization facility are included in interest expense and were $1 million for the three months ended March 31, 2012 and 2011.

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

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Share Repurchase Program – Effective April 1, 2011, our Board of Directors authorized the repurchase of 40 million common shares by March 31, 2014. Management’s assessments of market conditions and other pertinent facts guide the timing and volume of all repurchases. We expect to fund any share repurchases under this program through cash generated from operations, the sale or lease of various operating and non-operating properties, debt issuances, and cash on hand. Repurchased shares are recorded in treasury stock at cost, which includes any applicable commissions and fees.

During the three months ended March 31, 2012, we repurchased approximately 3.9 million shares under the program at an aggregate purchase price of approximately $433 million.

Off-Balance Sheet Arrangements, Contractual Obligations, and Commercial Commitments

As described in the notes to the Condensed Consolidated Financial Statements and as referenced in the tables below, we have contractual obligations and commercial commitments that may affect our financial condition. However, based on our assessment of the underlying provisions and circumstances of our contractual obligations and commercial commitments, including material sources of off-balance sheet and structured finance arrangements, there is no known trend, demand, commitment, event, or uncertainty that is reasonably likely to occur that would have a material adverse effect on our consolidated results of operations, financial condition, or liquidity. In addition, our commercial obligations, financings, and commitments are customary transactions that are similar to those of other comparable corporations, particularly within the transportation industry.

The following tables identify material obligations and commitments as of March 31, 2012:

Contractual Obligations Millions			Apr. 1 through Dec.31, 2012		Payments Due by Dec. 31,
	Total				2013		2014		2015		2016		After 2016		Other
Debt [a]	$	12,350	$	921	$	402	$	887	$	615	$	652	$	8,873	$	-
Operating leases [b]		4,335		311		493		414		374		350		2,393		-
Capital lease obligations [c]		2,468		201		270		276		277		263		1,181		-
Purchase obligations [d]		4,831		2,137		721		568		275		243		855		32
Other postretirement benefits [e]		1,749		118		161		166		171		176		957		-
Income tax contingencies [f]		109		32		-		-		-		-		-		77
Total contractual obligations	$	25,842	$	3,720	$	2,047	$	2,311	$	1,712	$	1,684	$	14,259	$	109

[a] Excludes capital lease obligations of $1,812 million, and unamortized discount of $(364) million. Includes an interest component of $4,963 million.

[b] Includes leases for locomotives, freight cars, other equipment, and real estate.

[c] Represents total obligations, including interest component of $656 million.

[d] Purchase obligations include locomotive maintenance contracts; purchase commitments for fuel purchases, locomotives, ties, ballast, and rail; and agreements to purchase other goods and services. For amounts where we cannot reasonably estimate the year of settlement, they are reflected in the Other column.

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

[f] Future cash flows for income tax contingencies reflect the recorded liability for unrecognized tax benefits, including interest and penalties, at March 31, 2012. Where we can reasonably estimate the years in which these liabilities may be settled, this is shown in the table. For amounts where we cannot reasonably estimate the year of settlement, they are reflected in the Other column.

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Other Commercial Commitments Millions			Apr. 1 through Dec. 31, 2012		Amount of Commitment Expiration by Dec.  31,
	Total				2013		2014		2015		2016		After 2016
Credit facilities [a]	$	1,800	$	-	$	-	$	-	$	1,800	$	-	$	-
Receivables securitization facility [b]		600		600		-		-		-		-		-
Guarantees [c]		322		15		8		214		12		13		60
Standby letters of credit [d]		25		9		16		-		-		-		-
Total commercial commitments	$	2,747	$	624	$	24	$	214	$	1,812	$	13	$	60

[a] None of the credit facility was used at March 31, 2012.

[b] $100 million of the receivables securitization facility was utilized at March 31, 2012, which is accounted for as debt. The full program matures in August 2012.

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

[d] None of the letters of credit were drawn upon at March 31, 2012.

OTHER MATTERS

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

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

Accounting Pronouncements – On January 1, 2012, we adopted 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income (ASU 2011-05) which requires presentation of the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements and eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. The standard does not change the items that must be reported in other comprehensive income, how such items are measured or when they must be reclassified to net income. Also, in December of 2011, the FASB issued Accounting Standards Update No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12).

CAUTIONARY INFORMATION

Certain statements in this report, and statements in other reports or information filed or to be filed with the SEC (as well as information included in oral statements or other written statements made or to be made by us), are, or will be, forward-looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934. These forward-looking statements and information include, without limitation, the statements and information set forth under the caption “Liquidity and Capital Resources” in Item 2 regarding our capital plan and statements under the caption “Off-Balance Sheet Arrangements, Contractual Obligations, and Commercial Commitments”, and any other statements or information in this report regarding: expectations as to operational or service improvements; expectations regarding the effectiveness of steps taken or to be taken to improve operations, service, infrastructure improvements, and transportation plan modifications; expectations as to cost savings, revenue growth, and earnings; the time by which goals, targets, or objectives will be achieved; projections, predictions, expectations,

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estimates, or forecasts as to our business, financial and operational results, future economic performance, and general economic conditions; proposed new products and services; estimates of costs relating to environmental remediation and restoration; expectations that claims, litigation, environmental costs, commitments, contingent liabilities, labor negotiations or agreements, or other matters will not have a material adverse effect on our consolidated results of operations, financial condition, or liquidity and any other similar expressions concerning matters that are not historical facts.

Forward-looking statements and information reflect the good faith consideration by management of currently available information, and may be based on underlying assumptions believed to be reasonable under the circumstances. However, such information and assumptions (and, therefore, such forward-looking statements and information) are or may be subject to variables or unknown or unforeseeable events or circumstances over which management has little or no influence or control. The Risk Factors in Item 1A of our 2011 Annual Report on Form 10-K, filed February 3, 2012, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements, and this report, including this Item 2, should be read in conjunction with these Risk Factors. To the extent circumstances require or we deem it otherwise necessary, we will update or amend these risk factors in a Form 10-Q or Form 8-K. Information regarding new risk factors or material changes to our risk factors, if any, is set forth in Item 1A of Part II of this report. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times that, or by which, such performance or results will be achieved. Forward-looking information is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements.

Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes to the Quantitative and Qualitative Disclosures About Market Risk previously disclosed in our 2011 Annual Report on Form 10-K.

Item 4. Controls and Procedures

As of the end of the period covered by this report, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer (CEO) and Executive Vice President – Finance and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based upon that evaluation, the CEO and the CFO concluded that, as of the end of the period covered by this report, the Corporation’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the SEC, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Additionally, the CEO and CFO determined that there have been no changes to the Corporation’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Environmental Matters

As we reported in our Annual Report on Form 10-K for 2011, we received notices from EPA Region 8 and U.S. Department of Justice (DOJ) alleging that we may be liable under federal environmental laws for violating the Clean Water Act and the Oil Pollution Prevention Act relating to derailments and spills and UPRR’s Spill Prevention Countermeasure and Control Plans and its Stormwater Pollution Prevention Plans in Colorado, Utah, and Wyoming. UPRR, EPA Region 8, and the DOJ have entered into a consent decree to resolve this matter. Under the terms of the consent decree, UPRR agreed to pay a civil penalty of $1.5 million and interest from the date the decree was lodged.

Item 1A. Risk Factors

There were no material changes from the risk factors previously disclosed in our 2011 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities – The following table presents common stock repurchases during each month for the first quarter of 2012:

Period	Total Number of Shares Purchased [a]		Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program [b]		Maximum Number of Shares That May Yet  Be Purchased Under the Plan or Program [b]
Jan. 1 through Jan. 31		674,746	$	113.32		394,400		27,462,008
Feb. 1 through Feb. 29		1,800,853		112.15		1,760,300		25,701,708
Mar. 1 through Mar. 31		1,762,669		108.65		1,762,669		23,939,039
Total		4,238,268	$	110.88		3,917,369		N/A

[a] Total number of shares purchased during the quarter includes approximately 320,899 shares delivered or attested to UPC by employees to pay stock option exercise prices, satisfy excess tax withholding obligations for stock option exercises or vesting of retention units, and pay withholding obligations for vesting of retention shares.

[b] On April 1, 2011, our Board of Directors authorized the repurchase of up to 40 million shares of our common stock by March 31, 2014. These repurchases may be made on the open market or through other transactions. Our management has sole discretion with respect to determining the timing and amount of these transactions.

Dividend Restrictions – Our revolving credit facility includes a debt-to-net worth covenant that, under certain circumstances, restricts the payment of cash dividends to our shareholders. The amount of retained earnings available for dividends was $14.0 billion and $13.8 billion at March 31, 2012 and December 31, 2011, respectively.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

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Item 5. Other Information

On January 1, 2012, we adopted 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income (ASU 2011-05) which requires presentation of the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements and eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. The following presents the retrospective application of ASU 2011-05 for each of the three years ended December 31:

Consolidated Statements of Comprehensive Income

Union Pacific Corporation and Subsidiary Companies

Millions, for the Three Years Ended December 31,	2011		2010		2009
Net income	$	3,292	$	2,780	$	1,890
Other comprehensive income/(loss), net of tax:
Defined benefit plans		(301)		(88)		44
Foreign currency translation		(20)		7		6
Derivatives		1		1		-
Other comprehensive income/(loss), net [a]		(320)		(80)		50
Comprehensive income	$	2,972	$	2,700	$	1,940

[a] Net of deferred taxes of $199 million, $57 million, and $(101) million during 2011, 2010, and 2009, respectively.

33

Item 6. Exhibits

Exhibit No.	Description
Filed with this Statement
12	Ratio of Earnings to Fixed Charges for the Three Months Ended March 31, 2012 and 2011.
31(a)	Certifications Pursuant to Rule 13a-14(a), of the Exchange Act, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – John J. Koraleski.
31(b)	Certifications Pursuant to Rule 13a-14(a), of the Exchange Act, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Robert M. Knight, Jr.
32	Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – John J. Koraleski and Robert M. Knight, Jr.
101	eXtensible Business Reporting Language (XBRL) documents submitted electronically: 101.INS (XBRL Instance Document), 101.SCH (XBRL Taxonomy Extension Schema Document), 101.CAL (XBRL Calculation Linkbase Document), 101.LAB (XBRL Taxonomy Label Linkbase Document), 101.DEF (XBRL Taxonomy Definition Linkbase Document) and 101.PRE (XBRL Taxonomy Presentation Linkbase Document). The following financial and related information from Union Pacific Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2012 (filed with the SEC on April 19, 2012), is formatted in XBRL and submitted electronically herewith: (i) Consolidated Statements of Income for the periods ended March 31, 2012 and 2011, (ii) Consolidated Statements of Comprehensive Income for the periods ended March 31, 2012 and 2011, (iii) Consolidated Statements of Financial Position at March 31, 2012 and December 31, 2011, (iv) Consolidated Statements of Cash Flows for the periods ended March 31, 2012 and 2011, (v) Consolidated Statements of Changes in Common Shareholders’ Equity for the periods ended March 31, 2012 and 2011, and (vi) the Notes to the Consolidated Financial Statements.
Incorporated by Reference
3(a)	By-Laws of UPC, as amended, effective May 14, 2009, are incorporated herein by reference to Exhibit 3.2 to the Corporation’s Current Report on Form 8-K dated May 15, 2009.
3(b)	Revised Articles of Incorporation of UPC, as amended through June 27, 2011, are incorporated herein by reference to Exhibit 3(a) to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.

34

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: April 19, 2012

UNION PACIFIC CORPORATION

(Registrant)

By	/s/ Robert M. Knight, Jr.
	Robert M. Knight, Jr.
	Executive Vice President – Finance and
	Chief Financial Officer
	(Principal Financial Officer)
By	/s/ Jeffrey P. Totusek
	Jeffrey P. Totusek
	Vice President and Controller
	(Principal Accounting Officer)

35

EX-12

Exhibit 12

RATIO OF EARNINGS TO FIXED CHARGES (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions, Except for Ratios for the Three Months Ended March 31,	2012		2011
Fixed charges:
Interest expense including
amortization of debt discount	$	135	$	141
Portion of rentals representing an interest factor		48		36
Total fixed charges	$	183	$	177
Earnings available for fixed charges:
Net income	$	863	$	639
Equity earnings net of distributions		(15)		(10)
Income taxes		528		372
Fixed charges		183		177
Earnings available for fixed charges	$	1,559	$	1,178
Ratio of earnings to fixed charges		8.5		6.7

36

EX-31.(A)

Exhibit 31(a)

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, John J. Koraleski, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Union Pacific Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 19, 2012

/s/ John J. Koraleski

John J. Koraleski

President and

Chief Executive Officer

37

EX-31.(B)

Exhibit 31(b)

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Robert M. Knight, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Union Pacific Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 19, 2012

/s/ Robert M. Knight, Jr.

Robert M. Knight, Jr.

Executive Vice President – Finance and

Chief Financial Officer

38

EX-32

Exhibit 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying quarterly report of Union Pacific Corporation (the Corporation) on Form 10-Q for the period ending March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, John J. Koraleski, President and Chief Executive Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

By:  /s/ John J. Koraleski

John J. Koraleski

President and

Chief Executive Officer

Union Pacific Corporation

April 19, 2012

A signed original of this written statement required by Section 906 has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying quarterly report of Union Pacific Corporation (the Corporation) on Form 10-Q for the period ending March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Robert M. Knight, Jr., Executive Vice President - Finance and Chief Financial Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

By: /s/ Robert M. Knight, Jr.

Robert M. Knight, Jr.

Executive Vice President - Finance and

Chief Financial Officer

Union Pacific Corporation

April 19, 2012

A signed original of this written statement required by Section 906 has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

39

XML

Stock-Based Compensation (Details 2) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Stock Options [Member]
Assumptions For Stock Awards [Abstract]
Dividend yield	2.10%	1.60%
Expected life (years)	5.30	5.30
Volatility	36.80%	35.90%
Weighted-average grant-date fair value of options granted	$ 31.29	$ 28.45
Risk-free interest rate	0.80%	2.30%
Performance Retention Awards [Member]
Assumptions For Stock Awards [Abstract]
Dividend per share per quarter	$ 0.60
Risk-free interest rate	0.30%
Continued employment requirement	Stock units awarded to selected employees under these grants are subject to continued employment for 37 months and the attainment of certain levels of ROIC.

XML

Commitments And Contingencies (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Future Minimum Lease Payments For Operating Leases [Abstract]
Total minimum operating lease payments	$ 4,300
Personal Injury [Member]
Liability Activity [Abstract]
Commitments and contingencies, beginning balance	368	426
Accruals	30	37
Changes in estimates for prior years	3	(17)
Payments	(29)	(17)
Commitments and contingencies, ending balance at March 31	372	429
Commitments and contingencies, current portion, ending balance at March 31	107	141
Asserted And Unasserted Claims [Abstract]
Percent of liability recorded related to asserted claims	89.00%
Percent of liability recorded related to unasserted claims	11.00%
Reasonably possible outcome of related claims, range minimum	372
Reasonably possible outcome of related claims, range maximum	408
Asbestos [Member]
Liability Activity [Abstract]
Commitments and contingencies, beginning balance	147	162
Accruals	0	0
Payments	(2)	(2)
Commitments and contingencies, ending balance at March 31	145	160
Commitments and contingencies, current portion, ending balance at March 31	9	11
Asserted And Unasserted Claims [Abstract]
Percent of liability recorded related to asserted claims	22.00%
Percent of liability recorded related to unasserted claims	78.00%
Environmental [Member]
Liability Activity [Abstract]
Commitments and contingencies, beginning balance	172	213
Accruals	13	11
Payments	(7)	(12)
Commitments and contingencies, ending balance at March 31	178	212
Commitments and contingencies, current portion, ending balance at March 31	45	74
Environmental [Abstract]
Sites identified which we are or may be liable for remediation costs	290
Sites subject of actions taken by the U.S. government	33
Sites on the Superfund National Priorities List	18
Percent of liability discounted	approximately 1%		less than 1%
Environmental liability discount rate	2.00%		2.00%
Guarantees [Member]
Guarantees [Abstract]
Maximum potential amount of guarantee payments	322
Recorded liability for fair value of guarantees	$ 2		$ 3
Expiration year of final guarantee	The final guarantee expires in 2022

XML

Properties (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012		Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Cost	$ 55,011		$ 54,444
Accumulated depreciation	14,702		14,510
Net book value	40,309		39,934
Land [Member]
Property, Plant and Equipment [Line Items]
Cost	5,101		5,098
Net book value	5,101		5,098
Road: Rail and other track material [Member]
Property, Plant and Equipment [Line Items]
Cost	12,604		12,461
Accumulated depreciation	4,639		4,592
Net book value	7,965		7,869
Depreciation rate	3.40%	[1]	3.30%	[1]
Road: Ties [Member]
Property, Plant and Equipment [Line Items]
Cost	8,077		7,987
Accumulated depreciation	2,060		2,028
Net book value	6,017		5,959
Depreciation rate	2.90%		2.90%
Road: Ballast [Member]
Property, Plant and Equipment [Line Items]
Cost	4,215		4,178
Accumulated depreciation	1,023		1,008
Net book value	3,192		3,170
Depreciation rate	2.90%		3.00%
Road: Other [Member]
Property, Plant and Equipment [Line Items]
Cost	14,174	[2]	14,118	[2]
Accumulated depreciation	2,511	[2]	2,502	[2]
Net book value	11,663	[2]	11,616	[2]
Depreciation rate	2.60%	[2]	2.60%	[2]
Total Road [Member]
Property, Plant and Equipment [Line Items]
Cost	39,070		38,744
Accumulated depreciation	10,233		10,130
Net book value	28,837		28,614
Depreciation rate	3.00%		2.90%
Equipment: Locomotives [Member]
Property, Plant and Equipment [Line Items]
Cost	6,649		6,502
Accumulated depreciation	3,074		3,003
Net book value	3,575		3,499
Depreciation rate	6.10%		5.70%
Equipment: Freight Cars [Member]
Property, Plant and Equipment [Line Items]
Cost	1,953		1,957
Accumulated depreciation	1,075		1,061
Net book value	878		896
Depreciation rate	3.50%		3.50%
Equipment Work Equipment: And Other [Member]
Property, Plant and Equipment [Line Items]
Cost	529		529
Accumulated depreciation	65		57
Net book value	464		472
Depreciation rate	6.90%		6.50%
Total Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost	9,131		8,988
Accumulated depreciation	4,214		4,121
Net book value	4,917		4,867
Depreciation rate	5.60%		5.30%
Technology Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost	607		610
Accumulated depreciation	255		259
Net book value	352		351
Depreciation rate	12.70%		12.30%
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Cost	1,102		1,004
Accumulated depreciation	0		0
Net book value	$ 1,102		$ 1,004

[1] Includes a weighted-average composite depreciation rate for rail in high-density traffic corridors.

[2] Other includes grading, bridges and tunnels, signals, buildings, and other road assets.

XML

Share Repurchase Program (Details) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Apr. 01, 2011
Shares Repurchased [Abstract]
BOD authorized			40,000,000
Share repurchases (Note 17) (shares)	3,917,369	2,636,178
Average purchase price	$ 110.64	$ 94.10
Remaining number of shares yet to be repurchased	23,939,039

XML

Accumulated Other Comprehensive Income/(Loss) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Accumulated Other Comprehensive Income/(Loss) [Abstract]
Defined benefit plans.	$ (1,011)	$ (1,004)
Foreign currency translation.	(33)	(48)
Derivatives.	(2)	(2)
Total after-tax components of accumulated other comprehensive income (loss)	$ (1,046)	$ (1,054)

XML

Properties (Tables)

3 Months Ended

Mar. 31, 2012

Properties [Abstract]

Properties [Table Text Block]

The following table lists the major categories of property and equipment, as well as the weighted-average composite depreciation rate for each category:

Millions, Except Percentages			Accumulated		Net Book		Depreciation
As of March 31, 2012	Cost		Depreciation		Value		Rate for 2012
Land	$	5,101	$	N/A	$	5,101	N/A
Road:
Rail and other track material [a]		12,604		4,639		7,965	3.4%
Ties		8,077		2,060		6,017	2.9%
Ballast		4,215		1,023		3,192	2.9%
Other [b]		14,174		2,511		11,663	2.6%
Total road		39,070		10,233		28,837	3.0%
Equipment:
Locomotives		6,649		3,074		3,575	6.1%
Freight cars		1,953		1,075		878	3.5%
Work equipment and other		529		65		464	6.9%
Total equipment		9,131		4,214		4,917	5.6%
Technology and other		607		255		352	12.7%
Construction in progress		1,102		-		1,102	N/A
Total	$	55,011	$	14,702	$	40,309	N/A

Millions, Except Percentages				Accumulated		Net Book		Depreciation
As of December 31, 2011		Cost		Depreciation		Value		Rate for 2011
Land		$	5,098	$	N/A	$	5,098	N/A
Road:
Rail and other track material [a]			12,461		4,592		7,869	3.3%
Ties			7,987		2,028		5,959	2.9%
Ballast			4,178		1,008		3,170	3.0%
Other [b]			14,118		2,502		11,616	2.6%
Total road			38,744		10,130		28,614	2.9%
Equipment:
Locomotives			6,502		3,003		3,499	5.7%
Freight cars			1,957		1,061		896	3.5%
Work equipment and other			529		57		472	6.5%
Total equipment			8,988		4,121		4,867	5.3%
Technology and other			610		259		351	12.3%
Construction in progress			1,004		-		1,004	N/A
Total		$	54,444	$	14,510	$	39,934	N/A
[a]	Includes a weighted-average composite depreciation rate for rail in high-density traffic corridors.
[b]	Other includes grading, bridges and tunnels, signals, buildings, and other road assets.

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2012

Commitments And Contingencies [Abstract]

Commitments and Contingencies [Text Block]

16. Commitments and Contingencies

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

Personal Injury – The cost of personal injuries to employees and others related to our activities is charged to expense based on estimates of the ultimate cost and number of incidents each year. We use an actuarial analysis to measure the expense and liability, including unasserted claims. The Federal Employers' Liability Act (FELA) governs compensation for work-related accidents. Under FELA, damages are assessed based on a finding of fault through litigation or out-of-court settlements. We offer a comprehensive variety of services and rehabilitation programs for employees who are injured at work.

Our personal injury liability is not discounted to present value. Approximately 89% of the recorded liability is related to asserted claims and approximately 11% is related to unasserted claims at March 31, 2012. Because of the uncertainty surrounding the ultimate outcome of personal injury claims, it is reasonably possible that future costs to settle these claims may range from approximately $372 million to $408 million. We record an accrual at the low end of the range as no amount of loss is more probable than any other. Estimates can vary over time due to evolving trends in litigation.

Our personal injury liability activity was as follows:

Millions,
for the Three Months Ended March 31,	2012		2011
Beginning balance	$	368	$	426
Current year accruals		30		37
Changes in estimates for prior years		3		(17)
Payments		(29)		(17)
Ending balance at March 31	$	372	$	429
Current portion, ending balance at March 31	$	107	$	141

Asbestos – We are a defendant in a number of lawsuits in which current and former employees and other parties allege exposure to asbestos. We assess our potential liability using a statistical analysis of resolution costs for asbestos-related claims. This liability is updated annually and excludes future defense and processing costs. The liability for resolving both asserted and unasserted claims was based on the following assumptions:

• The ratio of future claims by alleged disease would be consistent with historical averages adjusted for inflation.
• The number of claims filed against us will decline each year.
• The average settlement values for asserted and unasserted claims will be equivalent to historical averages.
• The percentage of claims dismissed in the future will be equivalent to historical averages.

Our liability for asbestos-related claims is not discounted to present value due to the uncertainty surrounding the timing of future payments. Approximately 22% of the recorded liability related to asserted claims and approximately 78% related to unasserted claims at March 31, 2012.

Our asbestos-related liability activity was as follows:

Millions,
for the Three Months Ended March 31,	2012		2011
Beginning balance	$	147	$	162
Accruals		-	1	-
Payments		(2)		(2)
Ending balance at March 31	$	145	$	160
Current portion, ending balance at March 31	$	9	$	11

We have insurance coverage for a portion of the costs incurred to resolve asbestos-related claims, and we have recognized an asset for estimated insurance recoveries at March 31, 2012, and December 31, 2011.

We believe that our estimates of liability for asbestos-related claims and insurance recoveries are reasonable and probable. The amounts recorded for asbestos-related liabilities and related insurance recoveries were based on currently known facts. However, future events, such as the number of new claims filed each year, average settlement costs, and insurance coverage issues, could cause the actual costs and insurance recoveries to be higher or lower than the projected amounts. Estimates also may vary in the future if strategies, activities, and outcomes of asbestos litigation materially change; federal and state laws governing asbestos litigation increase or decrease the probability or amount of compensation of claimants; and there are material changes with respect to payments made to claimants by other defendants.

EnvironmentalCosts – We are subject to federal, state, and local environmental laws and regulations. We have identified 290 sites at which we are or may be liable for remediation costs associated with alleged contamination or for violations of environmental requirements. This includes 33 sites that are the subject of actions taken by the U.S. government, 18 of which are currently on the Superfund National Priorities List. Certain federal legislation imposes joint and several liability for the remediation of identified sites; consequently, our ultimate environmental liability may include costs relating to activities of other parties, in addition to costs relating to our own activities at each site.

When we identify an environmental issue with respect to property owned, leased, or otherwise used in our business, we perform, with assistance of our consultants, environmental assessments on the property. We expense the cost of the assessments as incurred. We accrue the cost of remediation where our obligation is probable and such costs can be reasonably estimated. We do not discount our environmental liabilities when the timing of the anticipated cash payments is not fixed or readily determinable. At March 31, 2012, approximately 1% of our environmental liability was discounted at 2.0%, while less than1% of our environmental liability was discounted at 2.0% at December 31, 2011.

Our environmental liability activity was as follows:

Millions,
for the Three Months Ended March 31,	2012		2011
Beginning balance	$	172	$	213
Accruals		13		11
Payments		(7)		(12)
Ending balance at March 31	$	178	$	212
Current portion, ending balance at March 31	$	45	$	74

The environmental liability includes future costs for remediation and restoration of sites, as well as ongoing monitoring costs, but excludes any anticipated recoveries from third parties. Cost estimates are based on information available for each site, financial viability of other potentially responsible parties, and existing technology, laws, and regulations. The ultimate liability for remediation is difficult to determine because of the number of potentially responsible parties, site-specific cost sharing arrangements with other potentially responsible parties, the degree of contamination by various wastes, the scarcity and quality of volumetric data related to many of the sites, and the speculative nature of remediation costs. Estimates of liability may vary over time due to changes in federal, state, and local laws governing environmental remediation. Current obligations are not expected to have a material adverse effect on our consolidated results of operations, financial condition, or liquidity.

Guarantees – At March 31, 2012, we were contingently liable for $322 million in guarantees. We have recorded a liability of $2 million and $3 million for the fair value of these obligations as of March 31, 2012, and December 31, 2011, respectively. We entered into these contingent guarantees in the normal course of business, and they include guaranteed obligations related to our headquarters building, equipment financings, and affiliated operations. The final guarantee expires in 2022. We are not aware of any existing event of default that would require us to satisfy these guarantees. We do not expect that these guarantees will have a material adverse effect on our consolidated financial condition, results of operations, or liquidity.

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

Operating Leases – At March 31, 2012, we had commitments for future minimum lease payments under operating leases with initial or remaining non-cancelable lease terms in excess of one year of approximately $4.3 billion.

Gain Contingency– UPRR and Santa Fe Pacific Pipelines (SFPP, a subsidiary of Kinder Morgan Energy Partners, L.P.) currently are parties in a proceeding to resolve the fair market rent payable to UPRR under a 10-year agreement that commenced on January 1, 2004 for pipeline easements on UPRR rights-of-way (Union Pacific Railroad Company vs. Santa Fe Pacific Pipelines, Inc., SFPP, L.P., Kinder Morgan Operating L.P. “D” Kinder Morgan G.P., Inc., et al., Superior Court of the State of California for the County of Los Angeles, filed July 28, 2004). In February 2007, a trial began to resolve this issue, and, on September 28, 2011, the judge issued a tentative Statement of Decision, which concluded that SFPP owes back rent to UPRR for the years 2004 through 2011. During hearings in February 2012, the judge ruled that UPRR is entitled to interest on past due rent as well. The court prepared and circulated the text of a Final Statement of Decision. Upon issuance of the Final Statement of Decision, UPRR will prepare and submit a Final Judgment for entry by the court. SFPP will have the right to appeal the final judgment. A favorable final judgment may materially affect our results of operations in the period of any monetary recoveries; however, due to the uncertainty regarding the amount and timing of any recovery, including the outcome of any appeal by SFPP of this judgment or any subsequent proceeding, we consider this a gain contingency and do not reflect any amounts in the Condensed Consolidated Financial Statements as of March 31, 2012.

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Financial Instruments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011
Fair Value of Debt Instruments [Abstract]
Fair value of total debt	$ 10,400	$ 10,500
Fair value of total debt in excess of carrying value	1,500	1,600
Fixed rate debt securities containing call provisions	303	303
Interest Rate Cash Flow Hedges [Abstract]
Change in fair value of cash flow hedges as reported in accumulated other comprehensive loss	2	2
Interest rate cash flow hedges outstanding	$ 0	$ 0

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Retirement Plans (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Pension [Member]
Net Periodic Pension And OPEB Cost/(Benefit) [Line Items]
Service cost	$ 13	$ 11
Interest cost	35	36
Expected return on plan assets	(47)	(45)
Amortization of prior service cost/(credit)	0	1
Amortization of actuarial loss	21	17
Net periodic benefit cost / (benefit)	22	20
Cash contributions to qualified pension plan	26
OPEB [Member]
Net Periodic Pension And OPEB Cost/(Benefit) [Line Items]
Service cost	1	1
Interest cost	3	4
Expected return on plan assets	0	0
Amortization of prior service cost/(credit)	(4)	(9)
Amortization of actuarial loss	3	3
Net periodic benefit cost / (benefit)	$ 3	$ (1)

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Operations And Segmentation (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Commodity Group Information [Line Items]
Freight revenues	$ 4,823	$ 4,248
Other revenues	289	242
Operating revenues	5,112	4,490
Agriculture [Member]
Commodity Group Information [Line Items]
Freight revenues	858	807
Automotive [Member]
Commodity Group Information [Line Items]
Freight revenues	430	342
Chemicals [Member]
Commodity Group Information [Line Items]
Freight revenues	768	664
Energy [Member]
Commodity Group Information [Line Items]
Freight revenues	995	952
Industrial Products [Member]
Commodity Group Information [Line Items]
Freight revenues	863	690
Intermodal [Member]
Commodity Group Information [Line Items]
Freight revenues	$ 909	$ 793

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Debt (Details 2) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Receivables Securitization Facility Debt [Abstract]
Secured debt under receivables securitization facility	$ 100	$ 100
Shelf Registration Statement and Significant New Borrowings [Abstract]
Debt reclassified as long-term	$ 100	$ 100

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Accounts Receivable (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Accounts Receivable Details [Abstract]
Allowance for doubtful accounts	$ 4		$ 9
Allowance for doubtful accounts - receivables not expected to be collected in one year	38		41
Receivables Securitization Facility [Abstract]
Total capacity to transfer undivided interests to investors under the receivables securitization facility	600		600
Value of the outstanding undivided interest held by investors under the receivables securitization facility	100		100
Accounts receivable supporting the undivided interest held by investors	1,100		1,100
Value of interest retained by Union Pacific Receivables, Inc.	1,100		1,100
Receivables collected by the Railroad	4,900	4,300
Cost of the receivables securitization facility - interest expense	$ 1	$ 1

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Condensed Consolidated Statements of Changes in Common Shareholders' Equity (Unaudited) (Parentheticals) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Cash Dividends [Abstract]
Cash dividends declared per share	$ 0.60	$ 0.38

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Other Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Other Income Details [Abstract]
Rental income	$ 20	$ 20
Net gain on non-operating asset dispositions	1	1
Interest Income	1	1
Non-operating environmental costs and other	(6)	(7)
Total	$ 16	$ 15

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Retirement Plans (Tables)

3 Months Ended

Mar. 31, 2012

Retirement Plans [Abstract]

Net Periodic Pension And OPEB Cost/(Benefit) [Table Text Block]

The components of our net periodic pension and OPEB cost/(benefit) were as follows for the three months ended March 31:

	Pension					OPEB
Millions	2012		2011		2012		2011
Service cost	$	13	$	11	$	1	$	1
Interest cost		35		36		3		4
Expected return on plan assets		(47)		(45)		-		-
Amortization of:
Prior service cost/(credit)		-		1		(4)		(9)
Actuarial loss		21		17		3		3
Net periodic benefit cost/(benefit)	$	22	$	20	$	3	$	(1)

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation [Table Text Block]

Information regarding stock-based compensation appears in the table below:

Millions,
for the Three Months Ended March 31,	2012		2011
Stock-based compensation, before tax:
Stock options	$	5	$	5
Retention awards		20		17
Total stock-based compensation, before tax	$	25	$	22
Excess tax benefits from equity compensation plans	$	39	$	38

Stock Options Weight Average Assumptions [Table Text Block]

The table below shows the annual weighted-average assumptions used for valuation purposes:

Weighted-Average Assumptions		2012		2011
Risk-free interest rate		0.8%		2.3%
Dividend yield		2.1%		1.6%
Expected life (years)		5.3		5.3
Volatility		36.8%		35.9%
Weighted-average grant-date fair value of options granted	$	31.29	$	28.45

Stock Options Activity [Table Text Block]

A summary of stock option activity during the three months ended March 31, 2012 is presented below:

	Shares (thous.)	Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (millions)
Outstanding at January 1, 2012	7,042	$	52.16	5.5 yrs.	$	379
Granted	598		114.73	N/A		N/A
Exercised	(818)		36.62	N/A		N/A
Forfeited or expired	(3)		74.42	N/A		N/A
Outstanding at March 31, 2012	6,819	$	59.50	5.9 yrs.	$	332
Vested or expected to vest at March 31, 2012	6,766	$	59.25	5.9 yrs.	$	331
Options exercisable at March 31, 2012	5,570	$	51.02	5.2 yrs.	$	314

Stock Option Exercies [Table Text Block]

Additional information regarding stock option exercises appears in the table below:

Millions,
for the Three Months Ended March 31,	2012		2011
Intrinsic value of stock options exercised	$	62	$	89
Cash received from option exercises		21		62
Treasury shares repurchased for employee payroll taxes		(8)		(25)
Tax benefit realized from option exercises		24		34
Aggregate grant-date fair value of stock options vested		16		18

Retention Awards Activity [Table Text Block]

Changes in our retention awards during the three months ended March 31, 2012 were as follows:

	Shares (thous.)	Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2012	2,556	$	63.20
Granted	448		114.51
Vested	(565)		62.38
Forfeited	(15)		62.07
Nonvested at March 31, 2012	2,424	$	72.88

Performance Retention Awards Present Value Calculation Assumptions [Table Text Block]

The assumptions used to calculate the present value of estimated future dividends related to the February 2012 grant were as follows:

	2012
Dividend per share per quarter	$	0.60
Risk-free interest rate at date of grant		0.3%

Performance Based Units Activity [Table Text Block]

Changes in our performance retention awards during the three months ended March 31, 2012 were as follows:

	Shares (thous.)	Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2012	1,204	$	63.62
Granted	328		108.76
Vested	(349)		44.63
Forfeited	(42)		46.48
Nonvested at March 31, 2012	1,141	$	83.04

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012
Current Unrecognized Tax Benefits [Abstract]
Liability for unrecognized tax benefits	$ 109
Current liability for unrecognized tax benefits	$ 32

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Other Income (Tables)

3 Months Ended

Mar. 31, 2012

Other Income [Abstract]

Other Income [Table Text Block]

Other income included the following:

Millions
for the Three Months Ended March 31,	2012		2011
Rental income	$	20	$	20
Net gain on non-operating asset dispositions		1		1
Interest income		1		1
Non-operating environmental costs and other		(6)		(7)
Total	$	16	$	15

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2012

Earnings Per Share [Abstract]

Earnings Per Share [Table Text Block]

The following table provides a reconciliation between basic and diluted earnings per share:

Millions, Except Per Share Amounts,
for the Three Months Ended March 31,	2012		2011
Net income	$	863	$	639
Weighted-average number of shares outstanding:
Basic		477.8		489.6
Dilutive effect of stock options		2.2		3.1
Dilutive effect of retention shares and units		1.4		1.4
Diluted		481.4		494.1
Earnings per share – basic	$	1.81	$	1.31
Earnings per share – diluted	$	1.79	$	1.29
Stock options excluded as their inclusion would be antidilutive		0.4		0.4

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Condensed Consolidated Statements of Changes in Common Shareholders' Equity (Unaudited) (USD $) In Millions, except Share data, unless otherwise specified	Total USD ($)		Common Shares (Units) [Member]	Treasury Shares (Units) [Member]	Common Shares [Member] USD ($)	Paid-in-Surplus [Member] USD ($)	Retained Earnings [Member] USD ($)	Treasury Shares [Member] USD ($)	Accumulated Other Comprehensive Loss (Note 9) [Member] USD ($)
Stockholders' equity, beginning balance at Dec. 31, 2010	$ 17,763				$ 1,385	$ 3,985	$ 17,154	$ (4,027)	$ (734)
Common shares, beginning balance at Dec. 31, 2010			553,900,000	(62,300,000)
Comprehensive income [Abstract]
Net income	639				0	0	639	0	0
Other comp. income	6	[1]			0	0	0	0	6	[1]
Total comp. income (Note 9)	645
Conversion, stock option exercises, forfeitures, and other	72				1	3	0	68	0
Conversion, stock option exercises, forfeitures, and other (shares)			400,000	1,200,000
Share repurchases (Note 17)	(248)				0	0	0	(248)	0
Share repurchases (Note 17) (shares)	(2,636,178)		0	(2,600,000)
Cash dividends declared	(186)				0	0	(186)	0	0
Stockholders' equity, ending balance at Mar. 31, 2011	18,046				1,386	3,988	17,607	(4,207)	(728)
Common shares, ending balance at Mar. 31, 2011			554,300,000	(63,700,000)
Stockholders' equity, beginning balance at Dec. 31, 2011	18,578				1,386	4,031	19,508	(5,293)	(1,054)
Common shares, beginning balance at Dec. 31, 2011	479,929,530		554,300,000	(74,400,000)
Comprehensive income [Abstract]
Net income	863				0	0	863	0	0
Other comp. income	8	[1]			0	0	0	0	8	[1]
Total comp. income (Note 9)	871
Conversion, stock option exercises, forfeitures, and other	26				1	25	0	0	0
Conversion, stock option exercises, forfeitures, and other (shares)			300,000	600,000
Share repurchases (Note 17)	(433)				0	0	0	(433)	0
Share repurchases (Note 17) (shares)	(3,917,369)		0	(3,900,000)
Cash dividends declared	(287)				0	0	(287)	0	0
Stockholders' equity, ending balance at Mar. 31, 2012	$ 18,755				$ 1,387	$ 4,056	$ 20,084	$ (5,726)	$ (1,046)
Common shares, ending balance at Mar. 31, 2012	476,914,329		554,600,000	(77,700,000)

[1] Net of deferred taxes of $8 million and $4 million, respectively.

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Accumulated Other Comprehensive Income/(Loss) (Tables)

3 Months Ended

Mar. 31, 2012

Accumulated Other Comprehensive Income/(Loss) [Abstract]

After-Tax Components Of Accumulated Other Comprehensive Loss [Table Text Block]

The after-tax components of accumulated other comprehensive loss were as follows:

	Mar. 31,		Dec. 31,
Millions	2012		2011
Defined benefit plans	$	(1,011)	$	(1,004)
Foreign currency translation		(33)		(48)
Derivatives		(2)		(2)
Total	$	(1,046)	$	(1,054)

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Stock-Based Compensation(Details 3) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
Stock Options [Member]
Stock Option Activity [Abstract]
Stock options, shares outstanding at January 1, 2012	7,042
Stock options, shares granted	598
Stock options, shares exercised	(818)
Stock options, shares forfeited or expired	(3)
Stock options, shares outstanding at March 31, 2012	6,819
Stock options, shares vested or expected to vest at March 31, 2012	6,766
Stock options, share options exercisable at March 31, 2012	5,570
Stock options weighted-average exercise price, outstanding at January 1, 2012	$ 52.16
Stock options weighted-average exercise price, granted	$ 114.73
Stock options weighted-average exercise price, exercised	$ 36.62
Stock options weighted-average exercise price, forfeited or expired	$ 74.42
Stock options weighted-average exercise price, outstanding at March 31, 2012	$ 59.50
Stock options weighted-average exercise price, vested or expected to vest at March 31, 2012	$ 59.25
Stock options weighted-average exercise price, options exercisable at March 31, 2012	$ 51.02
Stock options weighted-average remaining contractual term in years, outstanding at January 1, 2012	5.5
Stock options weighted-average remaining contractual term in years, outstanding at March 31, 2012	5.9
Stock options weighted-average remaining contractual term in years, vested or expected to vest at March 31, 2012	5.9
Stock options weighted-average remaining contractual term in years, options exercisable at March 31, 2012	5.2
Stock options aggregate intrinsic value, outstanding at January 1, 2012	$ 379
Stock options aggregate intrinsic value, outstanding at March 31, 2012	332
Stock options aggregate intrinsic value, vested or expected to vest at March 31, 2012	331
Stock options aggregate intrinsic value, options exercisable at March 31, 2012	314
Unrecognized Compensation Expense [Abstract]
Unrecognized compensation expense	29
Expected weighted-average period (in years) of nonvested stock options to be recognized	1.8
Retention Awards [Member]
Awards Activity [Abstract]
Awards, shares nonvested at January 1, 2012	2,556
Awards, shares granted	448
Awards, shares vested	(565)
Awards, shares forfeited	(15)
Awards, shares nonvested at March 31, 2012	2,424
Awards weighted-average grant-date fair value, nonvested at January 1, 2012	$ 63.20
Awards weighted-average grant-date fair value, granted	$ 114.51
Awards weighted-average grant-date fair value, vested	$ 62.38
Awards weighted-average grant-date fair value, forfeited	$ 62.07
Awards weighted-average grant-date fair value, nonvested at March 31, 2012	$ 72.88
Unrecognized Compensation Expense [Abstract]
Unrecognized compensation expense	100
Expected weighted-average period (in years) of nonvested stock options to be recognized	2.1
Performance Retention Awards [Member]
Awards Activity [Abstract]
Awards, shares nonvested at January 1, 2012	1,204
Awards, shares granted	328
Awards, shares vested	(349)
Awards, shares forfeited	(42)
Awards, shares nonvested at March 31, 2012	1,141
Awards weighted-average grant-date fair value, nonvested at January 1, 2012	$ 63.62
Awards weighted-average grant-date fair value, granted	$ 108.76
Awards weighted-average grant-date fair value, vested	$ 44.63
Awards weighted-average grant-date fair value, forfeited	$ 46.48
Awards weighted-average grant-date fair value, nonvested at March 31, 2012	$ 83.04
Unrecognized Compensation Expense [Abstract]
Unrecognized compensation expense	$ 56
Expected weighted-average period (in years) of nonvested stock options to be recognized	1.7

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Variable Interest Entities (Details) (USD $) In Billions, unless otherwise specified	Mar. 31, 2012
Variable Interest Entities Details [Abstract]
Future minimum lease payments	$ 3.7

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Condensed Consolidated Statements of Income (Unaudited) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Operating revenues [Abstract]
Freight revenues	$ 4,823	$ 4,248
Other revenues	289	242
Total operating revenues	5,112	4,490
Operating expenses [Abstract]
Compensation and benefits	1,211	1,167
Fuel	926	826
Purchased services and materials	526	475
Depreciation	427	395
Equipment and other rents	296	302
Other	216	188
Total operating expenses	3,602	3,353
Operating income	1,510	1,137
Other income (Note 6)	16	15
Interest expense	(135)	(141)
Income before income taxes	1,391	1,011
Income taxes	(528)	(372)
Net income	$ 863	$ 639
Share and Per Share (Note 8) [Abstract]
Earnings per share - basic	$ 1.81	$ 1.31
Earnings per share - diluted	$ 1.79	$ 1.29
Weighted average number of shares - basic	477.8	489.6
Weighted average number of shares - diluted	481.4	494.1
Dividends declared per share	$ 0.60	$ 0.38

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Earnings Per Share (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Earnings Per Share Details [Abstract]
Net income	$ 863	$ 639
Weighted-Average Number Of Shares Outstanding [Abstract]
Basic	477.8	489.6
Dilutive effect of stock options	2.2	3.1
Dilutive effect of retention shares and units	1.4	1.4
Diluted	481.4	494.1
Earnings per share - basic	$ 1.81	$ 1.31
Earnings per share - diluted	$ 1.79	$ 1.29
Stock options excluded as their inclusion would be antidilutive	0.4	0.4

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Condensed Consolidated Statements of Financial Position (Unaudited) (Parentheticals) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Condensed Consolidated Statements of Financial Position (Unaudited) (Parentheticals) [Abstract]
Common shares, par value	$ 2.50	$ 2.50
Common shares authorized	800,000,000	800,000,000
Common shares issued	554,578,927	554,270,763
Common shares outstanding	476,914,329	479,929,530

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Commitments And Contingencies (Tables)

3 Months Ended

Mar. 31, 2012

Commitments And Contingencies Tables [Abstract]

Commitments And Contingencies Activity [Table Text Block]

Our personal injury liability activity was as follows:

Millions,
for the Three Months Ended March 31,	2012		2011
Beginning balance	$	368	$	426
Current year accruals		30		37
Changes in estimates for prior years		3		(17)
Payments		(29)		(17)
Ending balance at March 31	$	372	$	429
Current portion, ending balance at March 31	$	107	$	141

Our asbestos-related liability activity was as follows:

Millions,
for the Three Months Ended March 31,	2012		2011
Beginning balance	$	147	$	162
Accruals		-	1	-
Payments		(2)		(2)
Ending balance at March 31	$	145	$	160
Current portion, ending balance at March 31	$	9	$	11

Our environmental liability activity was as follows:

Millions,
for the Three Months Ended March 31,	2012		2011
Beginning balance	$	172	$	213
Accruals		13		11
Payments		(7)		(12)
Ending balance at March 31	$	178	$	212
Current portion, ending balance at March 31	$	45	$	74

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Financial Instruments

3 Months Ended

Mar. 31, 2012

Financial Instruments[Abstract]

Financial Instruments [Text Block]

13. Financial Instruments

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

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

Interest Rate Cash Flow Hedges – We report changes in the fair value of cash flow hedges in accumulated other comprehensive loss until the hedged item affects earnings. At both March 31, 2012 and December 31, 2011, we had reductions of $2 million recorded as an accumulated other comprehensive loss that is being amortized on a straight-line basis through September 30, 2014. As of March 31, 2012 and December 31, 2011, we had no interest rate cash flow hedges outstanding.

Fair Value of Financial Instruments – The fair value of our short- and long-term debt was estimated using a market value price model, which incorporatesobservableLevel 2 inputs obtained from an independent party. At March 31, 2012, the fair value of total debt was $10.4 billion, approximately $1.5billion more than the carrying value. At December 31, 2011, the fair value of total debt was $10.5 billion, approximately $1.6 billion more than the carrying value. At March 31, 2012 and December 31, 2011, approximately $303 million of fixed-rate debt securities contained call provisions that allow us to retire the debt instruments prior to final maturity, with the payment of fixed call premiums, or in certain cases, at par. The fair value of our cash equivalents approximates their carrying value due to the short-term maturities of these instruments.

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Share Repurchase Program (Tables)

3 Months Ended

Mar. 31, 2012

Share Repurchase Program [Abstract]

Share Repurchase Program [Table Text Block]

The table below represents shares repurchased in the first quarter of 2011 under our previous repurchase program, and shares repurchased in the first of quarter of 2012 under the new program.

	Number of Shares Purchased		Average Price Paid
	2012	2011		2012		2011
First quarter	3,917,369	2,636,178	$	110.64	$	94.10
Total	3,917,369	2,636,178	$	110.64	$	94.10
Remaining number of shares that may yet be repurchased				23,939,039

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Variable Interest Entities

3 Months Ended

Mar. 31, 2012

Variable Interest Entities [Abstract]

Variable Interest Entities [Text Block]

15. Variable Interest Entities

We have entered into various lease transactions in which the structure of the leases contain variable interest entities (VIEs). These VIEs were created solely for the purpose of doing lease transactions (principally involving railroad equipment and facilities, including our headquarters building) and have no other activities, assets or liabilities outside of the lease transactions. Within these lease arrangements, we have the right to purchase some or all of the assets at fixed prices. Depending on market conditions, fixed-price purchase options available in the leases could potentially provide benefits to us; however, these benefits are not expected to be significant.

We maintain and operate the assets based on contractual obligations within the lease arrangements, which set specific guidelines consistent within the railroad industry. As such, we have no control over activities that could materially impact the fair value of the leased assets. We do not hold the power to direct the activities of the VIEs and, therefore, do not control the ongoing activities that have a significant impact on the economic performance of the VIEs. Additionally, we do not have the obligation to absorb losses of the VIEs or the right to receive benefits of the VIEs that could potentially be significant to the VIEs.

We are not considered to be the primary beneficiary and do not consolidate these VIEs because our actions and decisions do not have the most significant effect on the VIE's performance and our fixed-price purchase price options are not considered to be potentially significant to the VIE's. The future minimum lease payments associated with the VIE leases totaled $3.7 billion as of March 31, 2012.

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Calculation [Abstract]
Net change in cash and cash equivalents	$ (222)	$ 162
Operating Activities [Abstract]
Net income	863	639
Adjustments to reconcile net income to cash provided by operating activities [Abstract]
Depreciation	427	395
Deferred income taxes and unrecognized tax benefits	124	172
Other operating activities, net	17	71
Changes in current assets and liabilities [Abstract]
Accounts receivable, net	74	(91)
Materials and supplies.	(68)	(48)
Other current assets	(58)	102
Accounts payable and other current liabilities	25	54
Cash provided by operating activities	1,404	1,294
Investing Activities [Abstract]
Capital investments	(804)	(602)
Proceeds from asset sales	13	11
Acquisition of equipment pending financing	0	(36)
Proceeds from sale of assets financed	0	36
Other investing activities, net	(39)	(66)
Cash used in investing activities	(830)	(657)
Financing Activities [Abstract]
Common share repurchases (Note 17)	(433)	(248)
Dividends paid	(289)	(186)
Debt repaid	(72)	(87)
Other financing activities, net	(2)	46
Cash used in financing activities	(796)	(475)
Net change in cash and cash equivalents	(222)	162
Cash and cash equivalents at beginning of year	1,217	1,086
Cash and cash equivalents at end of period	995	1,248
Non-cash investing and financing activities [Abstract]
Cash dividends declared but not yet paid	282	183
Capital investments accrued but not yet paid	118	73
Capital lease financings	0	68
Cash (paid)/refunded for: [Abstract]
Interest, net of amounts capitalized	(198)	(202)
Income taxes	$ 102	$ 147

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012		Mar. 31, 2011
Condensed Consolidated Statements of Comprehensive Income (Unaudited) [Abstract]
Net income	$ 863		$ 639
Other comprehensive income/(loss), net of tax:
Defined benefit plans	(7)		1
Foreign currency translation	15		5
Other comprehensive income, net	8	[1]	6	[1]
Comprehensive income	$ 871		$ 645

[1] Net of deferred taxes of $8 million and $4 million, respectively.

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Earnings Per Share

3 Months Ended

Mar. 31, 2012

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

8. Earnings Per Share

The following table provides a reconciliation between basic and diluted earnings per share:

Millions, Except Per Share Amounts,
for the Three Months Ended March 31,	2012		2011
Net income	$	863	$	639
Weighted-average number of shares outstanding:
Basic		477.8		489.6
Dilutive effect of stock options		2.2		3.1
Dilutive effect of retention shares and units		1.4		1.4
Diluted		481.4		494.1
Earnings per share – basic	$	1.81	$	1.31
Earnings per share – diluted	$	1.79	$	1.29
Stock options excluded as their inclusion would be antidilutive		0.4		0.4

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012	Apr. 13, 2012
Document and Entity Information [Abstract]
Document type	10-Q
Document period end date	Mar. 31, 2012
Amendment flag	false
Entity registrant name	UNION PACIFIC CORPORATION
Entity central index key	0000100885
Entity current reporting status	Yes
Entity voluntary filers	No
Current fiscal year end date	--12-31
Entity filer category	Large Accelerated Filer
Entity well known seasoned issuer	Yes
Entity common stock shares outstanding		476,218,255
Document fiscal year focus	2012
Document fiscal period focus	Q1

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Accumulated Other Comprehensive Income/(Loss)

3 Months Ended

Mar. 31, 2012

Accumulated Other Comprehensive Income/(Loss) [Abstract]

Accumulated Other Comprehensive Income/(Loss) [Text Block]

9. Accumulated Other Comprehensive Income/(Loss)

The after-tax components of accumulated other comprehensive loss were as follows:

	Mar. 31,		Dec. 31,
Millions	2012		2011
Defined benefit plans	$	(1,011)	$	(1,004)
Foreign currency translation		(33)		(48)
Derivatives		(2)		(2)
Total	$	(1,046)	$	(1,054)

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals) [Abstract]
Deferred taxes activity other comprehensive income	$ 8	$ 4

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Operations And Segmentation

3 Months Ended

Mar. 31, 2012

Operations and Segmentation [Abstract]

Operations and Segmentation [Text Block]

3. Operations and Segmentation

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

Millions,
for the Three Months Ended March 31,		2012		2011
Agricultural	$	858	$	807
Automotive		430		342
Chemicals		768		664
Energy		995		952
Industrial Products		863		690
Intermodal		909		793
Total freight revenues	$	4,823	$	4,248
Other revenues		289		242
Total operating revenues	$	5,112	$	4,490

Although our revenues are principally derived from customers domiciled in the U.S., the ultimate points of origination or destination for some products transported are outside the U.S.

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Accounting Pronouncements

3 Months Ended

Mar. 31, 2012

Accounting Pronouncements [Abstract]

Accounting Pronouncements [Text Block]

2. Adoption of New Accounting Pronouncement

On January 1, 2012, we adopted 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income (ASU 2011-05) which requirespresentation of the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements and eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity. The standard does not change the items that must be reported in other comprehensive income, how such items are measured or when they must be reclassified to net income. Also, in December of 2011, the FASB issued Accounting Standards Update No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Incomein Accounting Standards Update No. 2011-05(ASU 2011-12).

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Debt

3 Months Ended

Mar. 31, 2012

Debt [Abstract]

Debt [Text Block]

14. Debt

Credit Facilities –On March 31, 2012, we had $1.8 billion of credit available under our revolving credit facility (the facility), which is designated for general corporate purposes and supports the issuance of commercial paper. We did not draw onthe facility during the three months ended March 31,2012. Commitment fees and interest rates payable under the facility are similar to fees and rates available to comparably rated, investment-grade borrowers. The facility allows for borrowings at floating rates based on London Interbank Offered Rates, plus a spread, depending upon our senior unsecured debt ratings. The facility requires the Corporation to maintain a debt-to-net-worth coverage ratio as a condition to making a borrowing. At March 31, 2012 and December 31, 2011 (and at all times during the first quarter), we were in compliance with this covenant.

The definition of debt used for purposes of calculating the debt-to-net-worth coverage ratio includes, among other things, certain credit arrangements, capital leases, guarantees and unfunded and vested pension benefits under Title IV of ERISA. At March 31, 2012, the debt-to-net-worth coverage ratio allowed us to carry up to $37.5 billion of debt (as defined in the facility), and we had $9.4 billion of debt (as defined in the facility) outstanding at that date. Under our capital plans, we expect to continue to satisfy the debt-to-net-worth coverage ratio; however, many factors beyond our reasonable control (including the Risk Factors in Item 1A of this report) could affect our ability to comply with this provision in the future. The facility does not include any other financial restrictions, credit rating triggers (other than rating-dependent pricing), or any other provision that could require us to post collateral. The facility also includes a $75 million cross-default provision and a change-of-control provision.

During the first three months of 2012, we did not issue or repay any commercial paper, and at March 31, 2012, we had no commercial paper outstanding. Outstanding commercial paper balances are supported by our revolving credit facility but do not reduce the amount of borrowings available under the facility.

Shelf Registration Statement and Significant New Borrowings – Under our current shelf registration, we may issue, from time to time, any combination of debt securities, preferred stock, common stock, or warrants for debt securities or preferred stock in one or more offerings. We have no immediate plans to issue equity securities; however, we will continue to explore opportunities to replace existing debt or access capital through issuances of debt securities under our shelf registration, and, therefore, we may issue additional debt securities at any time.

Atboth March 31, 2012 and December 31, 2011, we reclassified as long-term debt approximately $100 millionof debt due within one year that we intend to refinance. This reclassification reflects our ability and intent to refinance any short-term borrowings and certain current maturities of long-term debt on a long-term basis.

Receivables Securitization Facility – As of March 31, 2012, and December 31, 2011, we have recorded $100 million as secured debt under our receivables securitization facility. (See further discussion of our receivables securitization facility in Note 10).

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Accounts Receivable

3 Months Ended

Mar. 31, 2012

Accounts Receivable [Abstract]

Accounts Receivable [Text Block]

10. Accounts Receivable

Accounts receivable includes freight and other receivables reduced by an allowance for doubtful accounts. The allowanceis based upon historical losses, credit worthiness of customers, and current economic conditions. At March 31, 2012 and December 31, 2011, our accounts receivable were reduced by $4 million and $9 million, respectively. Receivables not expected to be collected in one year and the associated allowancesare classified as other assets in our Condensed Consolidated Statements of Financial Position. At March 31, 2012 and December 31, 2011,receivables classified as other assets were reduced byallowances of $38 million and $41 million, respectively.

Receivables Securitization Facility –Under the receivables securitization facility, the Railroad sells most of its accounts receivable to Union Pacific Receivables, Inc. (UPRI), a bankruptcy-remote subsidiary. UPRI may subsequently transfer, without recourse on a 364-day revolving basis, an undivided interest in eligible accounts receivable to investors. The total capacity to transfer undivided interests to investors under the facility was $600 million at March 31, 2012 and December 31, 2011, respectively. The value of the outstanding undivided interest held by investors under the facility was $100 million at March 31, 2012 and December 31, 2011, respectively, and is included in our Condensed Consolidated Statements of Financial Position as debt due after one year. The value of the undivided interest held by investors was supported by $1.1billion of accounts receivable at both March 31, 2012 and December 31, 2011. At both March 31, 2012 and December 31, 2011, the value of the interest retained by UPRI was $1.1billion. This retained interest is included in accounts receivable, net in our Condensed Consolidated Statements of Financial Position.

The value of the outstanding undivided interest held by investors could fluctuate based upon the availability of eligible receivables and is directly affected by changing business volumes and credit risks, including default and dilution. If default or dilution ratios increase one percent, the value of the outstanding undivided interest held by investors would not change as of March 31, 2012. Should our credit rating fall below investment grade, the value of the outstanding undivided interest held by investors would be reduced, and, in certain cases, the investors would have the right to discontinue the facility.

The Railroad collected approximately $4.9 billion and $4.3 billion during the three months ended March 31, 2012 and 2011, respectively. UPRI used certain of these proceeds to purchase new receivables under the facility.

The costs of the receivables securitization facility include interest, which will vary based on prevailing commercial paper rates, program fees paid to banks, commercial paper issuing costs, and fees for unused commitment availability. The costs of the receivables securitization facility are included in interest expense and were $1 million for the three months ended March 31, 2012 and 2011.

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

In August 2011, the receivables securitization facility was renewed for an additional 364-day period at comparable terms and conditions.

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Other Income

3 Months Ended

Mar. 31, 2012

Other Income [Abstract]

Other Income [Text Block]

6. Other Income

Other income included the following:

Millions
for the Three Months Ended March 31,	2012		2011
Rental income	$	20	$	20
Net gain on non-operating asset dispositions		1		1
Interest income		1		1
Non-operating environmental costs and other		(6)		(7)
Total	$	16	$	15

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation [Text Block]

4. Stock-Based Compensation

We have several stock-based compensation plans under which employees and non-employee directors receive stock options, nonvested retention shares, and nonvested stock units. We refer to the nonvested shares and stock units collectively as “retention awards”. We have elected to issue treasury shares to cover option exercises and stock unit vestings, while new shares are issued when retention shares are granted.Information regarding stock-based compensation appears in the table below:

Millions,
for the Three Months Ended March 31,	2012		2011
Stock-based compensation, before tax:
Stock options	$	5	$	5
Retention awards		20		17
Total stock-based compensation, before tax	$	25	$	22
Excess tax benefits from equity compensation plans	$	39	$	38

Stock Options – We estimate the fair value of our stock option awards using the Black-Scholes option pricing model. The table below shows the annual weighted-average assumptions used for valuation purposes:

Weighted-Average Assumptions		2012		2011
Risk-free interest rate		0.8%		2.3%
Dividend yield		2.1%		1.6%
Expected life (years)		5.3		5.3
Volatility		36.8%		35.9%
Weighted-average grant-date fair value of options granted	$	31.29	$	28.45

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant; the dividend yield is calculated as the ratio of dividends paid per share of common stock to the stock price on the date of grant; the expected life is based on historical and expected exercise behavior; and volatility is based on the historical volatility of our stock price over the expected life of the option.

A summary of stock option activity during the three months ended March 31, 2012 is presented below:

	Shares (thous.)	Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (millions)
Outstanding at January 1, 2012	7,042	$	52.16	5.5 yrs.	$	379
Granted	598		114.73	N/A		N/A
Exercised	(818)		36.62	N/A		N/A
Forfeited or expired	(3)		74.42	N/A		N/A
Outstanding at March 31, 2012	6,819	$	59.50	5.9 yrs.	$	332
Vested or expected to vest at March 31, 2012	6,766	$	59.25	5.9 yrs.	$	331
Options exercisable at March 31, 2012	5,570	$	51.02	5.2 yrs.	$	314

Stock options are granted at the closing price on the date of grant, have ten-year contractual terms, and vest no later than three years from the date of grant. None of the stock options outstanding at March 31, 2012 are subject to performance or market-based vesting conditions.

At March 31, 2012, there was $29 million of unrecognized compensation expense related to nonvested stock options, which is expected to be recognized over a weighted-average period of 1.8 years. Additional information regarding stock option exercises appears in the table below:

Millions,
for the Three Months Ended March 31,	2012		2011
Intrinsic value of stock options exercised	$	62	$	89
Cash received from option exercises		21		62
Treasury shares repurchased for employee payroll taxes		(8)		(25)
Tax benefit realized from option exercises		24		34
Aggregate grant-date fair value of stock options vested		16		18

Retention Awards – The fair value of retention awards is based on the closing price of the stock on the grant date. Dividends and dividend equivalents are paid to participants during the vesting periods.

Changes in our retention awards during the three months ended March 31, 2012 were as follows:

	Shares (thous.)	Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2012	2,556	$	63.20
Granted	448		114.51
Vested	(565)		62.38
Forfeited	(15)		62.07
Nonvested at March 31, 2012	2,424	$	72.88

Retention awards are granted at no cost to the employee or non-employee director and vest over periods lasting up to four years. At March 31, 2012, there was $100 million of total unrecognized compensation expense related to nonvested retention awards, which is expected to be recognized over a weighted-average period of 2.1 years.

Performance Retention Awards – In February 2012, our Board of Directors approved performance stock unit grants. Other than different performance targets, the basic terms of these performance stock units are identical to those granted in February 2010 and February 2011, including using annual return on invested capital (ROIC) as the performance measure. We define ROIC asnet operating profit adjusted for interest expense (including interest on the present value of operating leases) and taxes on interest divided by average invested capital adjusted for the present value of operating leases.

Stock units awarded to selected employees under these grants are subject to continued employment for 37 months and the attainment of certain levels of ROIC. We expense the fair value of the units that are probable of being earned based on our forecasted ROIC over the 3-year performance period. We measure the fair value of these performance stock units based upon the closing price of the underlying common stock as of the date of grant, reduced by the present value of estimated future dividends. Dividend equivalents are paid to participants only after the units are earned.

The assumptions used to calculate the present value of estimated future dividends related to the February 2012 grant were as follows:

	2012
Dividend per share per quarter	$	0.60
Risk-free interest rate at date of grant		0.3%

Changes in our performance retention awards during the three months ended March 31, 2012 were as follows:

	Shares (thous.)	Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2012	1,204	$	63.62
Granted	328		108.76
Vested	(349)		44.63
Forfeited	(42)		46.48
Nonvested at March 31, 2012	1,141	$	83.04

At March 31, 2012, there was $56 million of total unrecognized compensation expense related to nonvested performance retention awards, which is expected to be recognized over a weighted-average period of 1.7 years. This expense is subject to achievement of the ROIC levels established for the performance stock unit grants.

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Retirement Plans

3 Months Ended

Mar. 31, 2012

Retirement Plans [Abstract]

Retirement Plans [Text Block]

5. Retirement Plans

Pension and Other Postretirement Benefits

Pension Plans – We provide defined benefit retirement income to eligible non-union employees through qualified and non-qualified (supplemental) pension plans. Qualified and non-qualified pension benefits are based on years of service and the highest compensation during the latest years of employment, with specific reductions made for early retirements.

Other Postretirement Benefits (OPEB) – We provide medical and life insurance benefits for eligible retirees. These benefits are funded as medical claims and life insurance premiums are paid.

Expense

Both pension and OPEB expense are determined based upon the annual service cost of benefits (the actuarial cost of benefits earned during a period) and the interest cost on those liabilities, less the expected return on plan assets. The expected long-term rate of return on plan assets is applied to a calculated value of plan assets that recognizes changes in fair value over a five-year period. This practice is intended to reduce year-to-year volatility in pension expense, but it can have the effectof delaying the recognition of differences between actual returns on assets and expected returns based on long-term rate of return assumptions. Differences in actual experience in relation to assumptions are not recognized in net income immediately, but are deferred and, if necessary, amortized as pension or OPEB expense.

The components of our net periodic pension and OPEB cost/(benefit) were as follows for the three months ended March 31:

	Pension					OPEB
Millions	2012		2011		2012		2011
Service cost	$	13	$	11	$	1	$	1
Interest cost		35		36		3		4
Expected return on plan assets		(47)		(45)		-		-
Amortization of:
Prior service cost/(credit)		-		1		(4)		(9)
Actuarial loss		21		17		3		3
Net periodic benefit cost/(benefit)	$	22	$	20	$	3	$	(1)

Cash Contributions

For the three months ended March 31, 2012, we made $26 million of cash contributions to the qualified pension plan. Any additional contributions made during 2012 will be based on cash generated from operations and financial market considerations. All contributions made to the qualified pension plan during the three months ended March 31, 2012 were voluntary and were made with cash generated from operations. Our policy with respect to funding the qualified plans is to fund at least the minimum required by law and not more than the maximum amount deductible for tax purposes. At March 31, 2012, we do not have minimum cash funding requirements for 2012.

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Income Taxes

3 Months Ended

Mar. 31, 2012

Income Tax [Abstract]

Income Taxes [Text Block]

7. Income Taxes

Internal Revenue Service (IRS) examinations have been completed and settled for all years prior to 1999, although some interest calculations remain open for years prior to 1999. The IRS has completed its examinations and issued notices of deficiency for tax years 1999 through 2008. We disagree with many of their proposed adjustments, and we are at IRS Appeals for these years. Additionally, several state tax authorities are examining our state income tax returns for years 2003 through 2008.

In the third quarter of 2011, we reached an agreement in principle with the IRS to resolve all of the issues related to tax years 1999 through 2004, except for calculations of interest. We anticipate signing a closing agreement with the IRS within the next 12 months. Once formalized, this agreement should result in an immaterial reduction of income tax expense.

At March 31, 2012, our liability for unrecognized tax benefits was $109 million. We classified $32 million of this amount as current, the majority of which is in anticipation of a final settlement for tax years 1999-2004.

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Accounts Payable And Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2012

Accounts Payable and Other Current Liabilties [Abstract]

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

12. Accounts Payable and Other Current Liabilities

	Mar. 31,		Dec. 31,
Millions	2012		2011
Accounts payable	$	844	$	819
Income and other taxes		704		482
Accrued wages and vacation		370		363
Dividends payable		282		284
Accrued casualty costs		204		249
Interest payable		133		197
Equipment rents payable		94		90
Other		502		624
Total accounts payable and other current liabilities	$	3,133	$	3,108

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Debt (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
Credit Facilities [Abstract]
Revolving credit facility available credit	$ 1,800
Revolving credit facility withdrawals	0
Allowable debt per debt-to-net-worth coverage ratio (as defined in the facility)	37,500
Outstanding debt (as defined by facility)	9,400
Commercial paper outstanding	0
Commercial paper issued	0
Commercial paper repaid	$ 0

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Accounts Payable and Other Current Liabilities

3 Months Ended

Mar. 31, 2012

Accounts Payable and Other Current Liabilties [Abstract]

Accounts Payable and Other Current Liabilities [Text Block]

12. Accounts Payable and Other Current Liabilities

	Mar. 31,		Dec. 31,
Millions	2012		2011
Accounts payable	$	844	$	819
Income and other taxes		704		482
Accrued wages and vacation		370		363
Dividends payable		282		284
Accrued casualty costs		204		249
Interest payable		133		197
Equipment rents payable		94		90
Other		502		624
Total accounts payable and other current liabilities	$	3,133	$	3,108

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Share Repurchase Program

3 Months Ended

Mar. 31, 2012

Share Repurchase Program [Abstract]

Share Repurchase Program [Text Block]

17. Share Repurchase Program

Effective April 1, 2011, our Board of Directors authorized the repurchase of 40 million common shares by March 31, 2014, replacing our previous repurchase program.The table below represents shares repurchased in the first quarter of 2011 under our previous repurchase program, and shares repurchased in the first of quarter of 2012 under the new program.

	Number of Shares Purchased		Average Price Paid
	2012	2011		2012		2011
First quarter	3,917,369	2,636,178	$	110.64	$	94.10
Total	3,917,369	2,636,178	$	110.64	$	94.10
Remaining number of shares that may yet be repurchased				23,939,039

Management's assessments of market conditions and other pertinent facts guide the timing and volume of all repurchases. We expect to fund any share repurchases under this program through cash generated from operations, the sale or lease of various operating and non-operating properties, debt issuances, and cash on hand. Repurchased shares are recorded in treasury stock at cost, which includes any applicable commissions and fees.

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Accounts Payable And Other Current Liabilities (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Accounts Payable and Other Current Liabilities Details [Abstract]
Accounts payable	$ 844	$ 819
Income and other taxes	704	482
Accrued wages and vacation	370	363
Dividends payable	282	284
Accrued casualty costs	204	249
Interest payable	133	197
Equipment rents payable	94	90
Other current liabilities	502	624
Total accounts payable and other current liabilities	$ 3,133	$ 3,108

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Stock-Based Compensation (Details 4) (Stock Options [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Stock Options [Member]
Stock Option Aggregate Disclosures [Abstract]
Intrinsic value of stock options exercised	$ 62	$ 89
Cash received from option exercises	21	62
Treasury shares repurchased for employee payroll taxes	(8)	(25)
Tax benefit realized from option exercises	24	34
Aggregate grant-date fair value of stock options vested	$ 16	$ 18

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Condensed Consolidated Statements of Financial Position (Unaudited) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Current assets [Abstract]
Cash and cash equivalents	$ 995	$ 1,217
Accounts receivable, net	1,327	1,401
Materials and supplies	682	614
Current deferred income taxes (Note 7)	314	306
Other current assets	247	189
Total current assets	3,565	3,727
Investments	1,210	1,175
Net properties (Note 11)	40,309	39,934
Other assets	252	260
Total assets	45,336	45,096
Current liabilities [Abstract]
Accounts payable and other current liabilities (Note 12)	3,133	3,108
Debt due within one year (Note 14)	769	209
Total current liabilities	3,902	3,317
Debt due after one year (Note 14)	8,066	8,697
Deferred income taxes (Note 7)	12,505	12,368
Other long-term liabilities	2,108	2,136
Commitments and contingencies (Note 16)
Total liabilities	26,581	26,518
Common shareholders' equity [Abstract]
Common shares, $2.50 par value, 800,000,000 authorized; 554,578,927 and 554,270,763 issued; 476,914,329 and 479,929,530 outstanding, respectively	1,387	1,386
Paid-in-surplus	4,056	4,031
Retained earnings	20,084	19,508
Treasury stock	(5,726)	(5,293)
Accumulated other comprehensive loss (Note 9)	(1,046)	(1,054)
Total common shareholders' equity	18,755	18,578
Total liabilities and common shareholders' equity	$ 45,336	$ 45,096

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Basis Of Presentation

3 Months Ended

Mar. 31, 2012

Basis of Presentation [Abstract]

Basis of Presentation [Text Block]

For purposes of this report, unless the context otherwise requires, all references herein to the “Corporation”, “UPC”, “we”, “us”, and “our” mean Union Pacific Corporation and its subsidiaries, including Union Pacific Railroad Company, which will be separately referred to herein as “UPRR” or the “Railroad”.

1.Basis of Presentation

Our Condensed Consolidated Financial Statements are unaudited and reflect all adjustments (consisting of normal and recurring adjustments) that are, in the opinion of management, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (GAAP). Our Consolidated Statement of Financial Position at December 31, 2011, is derived from audited financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with our Consolidated Financial Statements and notes thereto contained in our 2011 Annual Report on Form 10-K. The results of operations for the three months ended March 31, 2012, are not necessarily indicative of the results for the entire year ending December 31, 2012.

The Condensed Consolidated Financial Statements are presented in accordance with GAAP as codified in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC).

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Operations And Segmentation (Tables)

3 Months Ended

Mar. 31, 2012

Operations and Segmentation [Abstract]

Freight Revenue By Commodity Group [Table Text Block]

The following table provides freight revenue by commodity group:

Millions,
for the Three Months Ended March 31,		2012		2011
Agricultural	$	858	$	807
Automotive		430		342
Chemicals		768		664
Energy		995		952
Industrial Products		863		690
Intermodal		909		793
Total freight revenues	$	4,823	$	4,248
Other revenues		289		242
Total operating revenues	$	5,112	$	4,490

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Stock-Based Compensation (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Stock-Based Compensation, Before Tax: [Abstract]
Stock options	$ 5	$ 5
Retention awards	20	17
Total stock-based compensation, before tax	25	22
Excess tax benefits from equity compensation plans	$ 39	$ 38

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Properties

3 Months Ended

Mar. 31, 2012

Properties [Abstract]

Properties Disclosure [Text Block]

11. Properties

The following table lists the major categories of property and equipment, as well as the weighted-average composite depreciation rate for each category:

Millions, Except Percentages			Accumulated		Net Book		Depreciation
As of March 31, 2012	Cost		Depreciation		Value		Rate for 2012
Land	$	5,101	$	N/A	$	5,101	N/A
Road:
Rail and other track material [a]		12,604		4,639		7,965	3.4%
Ties		8,077		2,060		6,017	2.9%
Ballast		4,215		1,023		3,192	2.9%
Other [b]		14,174		2,511		11,663	2.6%
Total road		39,070		10,233		28,837	3.0%
Equipment:
Locomotives		6,649		3,074		3,575	6.1%
Freight cars		1,953		1,075		878	3.5%
Work equipment and other		529		65		464	6.9%
Total equipment		9,131		4,214		4,917	5.6%
Technology and other		607		255		352	12.7%
Construction in progress		1,102		-		1,102	N/A
Total	$	55,011	$	14,702	$	40,309	N/A

Millions, Except Percentages				Accumulated		Net Book		Depreciation
As of December 31, 2011		Cost		Depreciation		Value		Rate for 2011
Land		$	5,098	$	N/A	$	5,098	N/A
Road:
Rail and other track material [a]			12,461		4,592		7,869	3.3%
Ties			7,987		2,028		5,959	2.9%
Ballast			4,178		1,008		3,170	3.0%
Other [b]			14,118		2,502		11,616	2.6%
Total road			38,744		10,130		28,614	2.9%
Equipment:
Locomotives			6,502		3,003		3,499	5.7%
Freight cars			1,957		1,061		896	3.5%
Work equipment and other			529		57		472	6.5%
Total equipment			8,988		4,121		4,867	5.3%
Technology and other			610		259		351	12.3%
Construction in progress			1,004		-		1,004	N/A
Total		$	54,444	$	14,510	$	39,934	N/A
[a]	Includes a weighted-average composite depreciation rate for rail in high-density traffic corridors.
[b]	Other includes grading, bridges and tunnels, signals, buildings, and other road assets.