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EX-32 - EX-32 - UNION PACIFIC CORPunp-20170331xex32.htm
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EX-12 - EX-12 - UNION PACIFIC CORPunp-20170331xex12.htm



 





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2017



OR





 



 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from __________ to ____________



Commission File Number 1-6075



UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)





 

 

UTAH

 

13-2626465

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)



1400 DOUGLAS STREET, OMAHA, NEBRASKA

(Address of principal executive offices)

68179

(Zip Code)

(402) 544-5000

(Registrant’s telephone number, including area code)



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

 Yes      No



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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).

 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 

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      No



As of April 21,  2017, there were 807,439,232 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, 2017 and 2016

3



CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

 



For the Three Months Ended March 31, 2017 and 2016

3



CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)

 



At March 31, 2017 and December 31, 2016

4



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 



For the Three Months Ended March 31, 2017 and 2016

5



CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON SHAREHOLDERS’ EQUITY (Unaudited)

 



For the Three Months Ended March 31, 2017 and 2016

6



NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

7

Item 2.

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

21

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

31

Item 4.

Controls and Procedures

31



PART II. OTHER INFORMATION

 

 

2


 

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,

2017  2016 

Operating revenues:

 

 

 

 

     Freight revenues

$

4,794 

$

4,502 

     Other revenues

 

338 

 

327 

Total operating revenues

 

5,132 

 

4,829 

Operating expenses:

 

 

 

 

     Compensation and benefits

 

1,257 

 

1,213 

     Purchased services and materials

 

566 

 

569 

     Depreciation

 

520 

 

502 

     Fuel

 

460 

 

320 

     Equipment and other rents

 

276 

 

289 

     Other

 

260 

 

249 

Total operating expenses

 

3,339 

 

3,142 

Operating income

 

1,793 

 

1,687 

Other income (Note 6)

 

67 

 

46 

Interest expense

 

(172)

 

(167)

Income before income taxes

 

1,688 

 

1,566 

Income taxes

 

(616)

 

(587)

Net income

$

1,072 

$

979 

Share and Per Share (Note 8):

 

 

 

 

     Earnings per share - basic

$

1.32 

$

1.16 

     Earnings per share - diluted

$

1.32 

$

1.16 

     Weighted average number of shares - basic

 

811.5 

 

844.0 

     Weighted average number of shares - diluted

 

814.8 

 

846.7 

Dividends declared per share

$

0.605 

$

0.55 





Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Union Pacific Corporation and Subsidiary Companies







 

 

 

 



 

 

 

 

Millions,

 

 

 

 

for the Three Months Ended March 31,

2017  2016 

Net income

$

1,072 

$

979 

Other comprehensive income/(loss):

 

 

 

 

    Defined benefit plans

 

11 

 

    Foreign currency translation

 

 

(21)

Total other comprehensive income/(loss) [a]

 

20 

 

(13)

Comprehensive income

$

1,092 

$

966 



[a]Net of deferred taxes of $(14) million and $5 million during the three months ended March 31, 2017, and 2016, respectively.

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

 

 

3


 

Condensed Consolidated Statements of Financial Position (Unaudited)

Union Pacific Corporation and Subsidiary Companies







 

 

 

 

 



 

 

 

 

 



March 31,

 

December 31,

Millions, Except Share and Per Share Amounts

2017 

 

2016 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

     Cash and cash equivalents

$

1,049 

 

$

1,277 

     Short-term investments (Note 13)

 

90 

 

 

60 

     Accounts receivable, net (Note 10)

 

1,279 

 

 

1,258 

     Materials and supplies

 

760 

 

 

717 

     Other current assets

 

410 

 

 

284 

Total current assets

 

3,588 

 

 

3,596 

Investments

 

1,480 

 

 

1,457 

Net properties (Note 11)

 

50,550 

 

 

50,389 

Other assets

 

282 

 

 

276 

Total assets

$

55,900 

 

$

55,718 

Liabilities and Common Shareholders' Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

     Accounts payable and other current liabilities (Note 12)

$

3,125 

 

$

2,882 

     Debt due within one year (Note 14)

 

723 

 

 

758 

Total current liabilities

 

3,848 

 

 

3,640 

Debt due after one year (Note 14)

 

14,310 

 

 

14,249 

Deferred income taxes

 

16,157 

 

 

15,996 

Other long-term liabilities

 

1,862 

 

 

1,901 

Commitments and contingencies (Note 16)

 

 

 

 

 

Total liabilities

 

36,177 

 

 

35,786 

Common shareholders' equity:

 

 

 

 

 

     Common shares, $2.50 par value, 1,400,000,000 authorized;   

 

 

 

 

 

     1,111,444,916 and 1,110,986,415 issued; 809,169,124 and 815,824,413

 

 

 

 

 

     outstanding, respectively

 

2,779 

 

 

2,777 

     Paid-in-surplus

 

4,406 

 

 

4,421 

     Retained earnings

 

33,167 

 

 

32,587 

     Treasury stock

 

(19,377)

 

 

(18,581)

     Accumulated other comprehensive loss (Note 9)

 

(1,252)

 

 

(1,272)

Total common shareholders' equity

 

19,723 

 

 

19,932 

Total liabilities and common shareholders' equity

$

55,900 

 

$

55,718 



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

 

 

4


 

Condensed Consolidated Statements of Cash Flows (Unaudited)

Union Pacific Corporation and Subsidiary Companies







 

 

 

 



 

 

 

 

Millions,

 

 

for the Three Months Ended March 31,

2017  2016 

Operating Activities

 

 

 

 

Net income

$

1,072 

$

979 

Adjustments to reconcile net income to cash provided by operating activities:

 

 

 

 

  Depreciation

 

520 

 

502 

  Deferred and other income taxes

 

145 

 

169 

  Other operating activities, net

 

94 

 

(74)

  Changes in current assets and liabilities:

 

 

 

 

     Accounts receivable, net

 

(21)

 

     Materials and supplies

 

(43)

 

20 

     Other current assets

 

(132)

 

(37)

     Accounts payable and other current liabilities

 

(186)

 

(58)

     Income and other taxes

 

434 

 

671 

Cash provided by operating activities

 

1,883 

 

2,173 

Investing Activities

 

 

 

 

Capital investments

 

(811)

 

(687)

Purchases of short-term investments (Note 13)

 

(90)

 

 -

Maturities of short-term investments (Note 13)

 

60 

 

 -

Proceeds from asset sales

 

17 

 

29 

Other investing activities, net

 

(19)

 

(14)

Cash used in investing activities

 

(843)

 

(672)

Financing Activities

 

 

 

 

Common share repurchases (Note 17)

 

(759)

 

(706)

Dividends paid

 

(492)

 

(465)

Debt issued (Note 14)

 

200 

 

1,278 

Debt repaid

 

(184)

 

(282)

Other financing activities, net

 

(33)

 

(44)

Cash used in financing activities

 

(1,268)

 

(219)

Net change in cash and cash equivalents

 

(228)

 

1,282 

Cash and cash equivalents at beginning of year

 

1,277 

 

1,391 

Cash and cash equivalents at end of period

$

1,049 

$

2,673 

Supplemental Cash Flow Information

 

 

 

 

  Non-cash investing and financing activities:

 

 

 

 

     Capital investments accrued but not yet paid

$

94 

$

100 

     Common shares repurchased but not yet paid

 

43 

 

  Cash (paid for)/received from:

 

 

 

 

     Income taxes, net of refunds

$

(3)

$

282 

     Interest, net of amounts capitalized

 

(203)

 

(215)



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

 

 

5


 

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, 2016

1,110.4  (261.2)

 

 

$   2,776 

 

$   4,417 

 

$   30,233 

 

$   (15,529)

 

$   (1,195)

 

$    20,702 

Net income

 

 

 

 

 -

 

 -

 

979 

 

 -

 

 -

 

979 

Other comprehensive loss

 

 

 

 

 -

 

 -

 

 -

 

 -

 

(13)

 

(13)

Conversion, stock option
  exercises, forfeitures, and other

0.6  0.4 

 

 

 

(36)

 

 -

 

19 

 

 -

 

(15)

Share repurchases (Note 17)

 -

(9.3)

 

 

 -

 

 -

 

 -

 

(713)

 

 -

 

(713)

Cash dividends declared
   ($0.55 per share)

 -

 -

 

 

 -

 

 -

 

(465)

 

 -

 

 -

 

(465)

Balance at March 31, 2016

1,111.0  (270.1)

 

 

$   2,778 

 

$   4,381 

 

$   30,747 

 

$   (16,223)

 

$   (1,208)

 

$    20,475 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2017

1,111.0  (295.2)

 

 

$   2,777 

 

$   4,421 

 

$   32,587 

 

$   (18,581)

 

$   (1,272)

 

$    19,932 

Net income

 

 

 

 

 -

 

 -

 

1,072 

 

 -

 

 -

 

1,072 

Other comprehensive income

 

 

 

 

 -

 

 -

 

 -

 

 -

 

20 

 

20 

Conversion, stock option
  exercises, forfeitures, and other

0.4  0.5 

 

 

 

(15)

 

 -

 

 

 -

 

(7)

Share repurchases (Note 17)

 -

(7.5)

 

 

 -

 

 -

 

 -

 

(802)

 

 -

 

(802)

Cash dividends declared
   ($0.605 per share)

 -

 -

 

 

 -

 

 -

 

(492)

 

 -

 

 -

 

(492)

Balance at March 31, 2017

1,111.4  (302.2)

 

 

$   2,779 

 

$   4,406 

 

$   33,167 

 

$   (19,377)

 

$   (1,252)

 

$    19,723 



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

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

 

 

6


 

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”, “Company”, “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). Pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, this Quarterly Report on Form 10-Q should be read in conjunction with our Consolidated Financial Statements and notes thereto contained in our 2016 Annual Report on Form 10-K. Our Consolidated Statement of Financial Position at December 31, 2016, is derived from audited financial statements. The results of operations for the three months ended March 31, 2017, are not necessarily indicative of the results for the entire year ending December 31, 2017.  



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. Accounting Pronouncements



In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers (Topic 606).  ASU 2014-09 supersedes the revenue recognition guidance in Topic 605, Revenue Recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services. This may require the use of more judgment and estimates in order to correctly recognize the revenue expected as an outcome of each specific performance obligation. Additionally, this guidance will require the disclosure of the nature, amount, and timing of revenue arising from contracts so as to aid in the understanding of the users of financial statements.



This standard is effective for annual reporting periods beginning after December 15, 2017, and can be adopted either retrospectively or as a cumulative effect adjustment as of the date of adoption. We intend to adopt the standard beginning in 2018.  We are currently evaluating the implications of this standard and its impacts on our revenue reporting, including performing a review of commercial contracts and identifying relevant changes to processes, controls and disclosures.  At this time, ASU 2014-09 is not expected to have a material impact on our consolidated financial position, results of operations, or cash flows.



In January 2016, the FASB issued Accounting Standards Update No. 2016-01 (ASU 2016-01), Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10). ASU 2016-01 provides guidance for the recognition, measurement, presentation, and disclosure of financial instruments. This guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted. ASU 2016-01 is not expected to have a material impact on our consolidated financial position, results of operations, or cash flows.



In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (Subtopic 842). ASU 2016-02 will require companies to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. For public companies, this standard is effective for annual reporting periods beginning after December 15, 2018, and early adoption is permitted. Management is currently evaluating the impact of this standard on our consolidated financial position, results of operations, and cash flows, but expects that the adoption will result in a significant increase in the Company’s assets and liabilities.



 

7


 

In March 2017, the FASB issued Accounting Standards Update No. 2017-07 (ASU 2017-07), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (Topic 715). ASU 2017-07 requires the service cost component be reported separately from the other components of net benefit costs in the income statement, provides explicit guidance on the presentation of the service cost component and the other components of net benefit cost in the income statement, and allows only the service cost component of net benefit cost to be eligible for capitalization. This standard is effective for annual and interim reporting periods beginning after December 15, 2017, and requires retrospective adoption.  Early adoption is permitted.  ASU 2017-07 is not expected to have a material impact on our consolidated financial position, results of operations, or cash flows.



3. Operations and Segmentation



The Railroad, along with its subsidiaries and rail affiliates, is our one reportable operating segment. Although we provide and analyze revenue by commodity group, we treat the 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,

2017  2016 

Agricultural Products

$

942 

$

882 

Automotive

 

504 

 

510 

Chemicals

 

885 

 

878 

Coal

 

648 

 

519 

Industrial Products

 

907 

 

834 

Intermodal

 

908 

 

879 

Total freight revenues

$

4,794 

$

4,502 

Other revenues

 

338 

 

327 

Total operating revenues

$

5,132 

$

4,829 

 

Although our revenues are principally derived from customers domiciled in the U.S., the ultimate points of origination or destination for some products we transport are outside the U.S. Each of our commodity groups includes revenue from shipments to and from Mexico. Included in the above table are freight revenues from our Mexico business which amounted to $566 million and $535 million, respectively, for the three months ended March 31, 2017, and March 31, 2016.

 

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,

2017  2016 

Stock-based compensation, before tax:

 

 

 

 

     Stock options

$

$

     Retention awards

 

22 

 

13 

Total stock-based compensation, before tax

$

26 

$

17 

Excess tax benefits from equity compensation plans

$

22 

$

10 

 

 

8


 

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

2017  2016 

Risk-free interest rate

 

2.0% 

 

1.3% 

Dividend yield

 

2.3% 

 

2.9% 

Expected life (years)

 

5.3 

 

5.1 

Volatility

 

21.7% 

 

23.2% 

Weighted-average grant-date fair value of options granted

$

18.19 

$

11.36 

 

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant; the expected 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 expected 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, 2017, is presented below:



 

 

 

 

 

 

 



 

 

 

 

 

 

 



Options (thous.)

Weighted-Average
Exercise Price

Weighted-Average Remaining Contractual Term

Aggregate Intrinsic Value (millions)

Outstanding at January 1, 2017

6,162 

$

73.13  5.9 

yrs.

$

205 

Granted

1,086 

 

107.30 

 

N/A

 

N/A

Exercised

(348)

 

39.34 

 

N/A

 

N/A

Forfeited or expired

(58)

 

88.78 

 

N/A

 

N/A

Outstanding at March 31, 2017

6,842 

$

80.14  6.4 

yrs.

$

194 

Vested or expected to vest at March 31, 2017

6,787 

$

79.79  6.4 

yrs.

$

193 

Options exercisable at March 31, 2017

4,419 

$

71.65  5.0 

yrs.

$

161 

 

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, 2017, are subject to performance or market-based vesting conditions.



At March 31, 2017, there was $33 million of unrecognized compensation expense related to nonvested stock options, which is expected to be recognized over a weighted-average period of 1.9 years. Additional information regarding stock option exercises appears in the table below:





 

 

 

 



 

 

 

 



Three Months Ended



March 31,

Millions

2017  2016 

Intrinsic value of stock options exercised

$

23 

$

10 

Cash received from option exercises

 

20 

 

Treasury shares repurchased for employee payroll taxes

 

(7)

 

(3)

Tax benefit realized from option exercises

 

 

Aggregate grant-date fair value of stock options vested

 

19 

 

19 

 

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.



 

9


 

Changes in our retention awards during the three months ended March 31, 2017, were as follows:





 

 

 



 

 

 



Shares
(thous.)

Weighted-Average
Grant-Date Fair Value

Nonvested at January 1, 2017

2,789 

$

84.68 

Granted

562 

 

107.30 

Vested

(791)

 

67.91 

Forfeited

(39)

 

90.57 

Nonvested at March 31, 2017

2,521 

$

94.89 

 

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, 2017, there was $128 million of total unrecognized compensation expense related to nonvested retention awards, which is expected to be recognized over a weighted-average period of 2.3 years.



Performance Retention Awards – In February 2017, our Board of Directors approved performance stock unit grants. The basic terms of these performance stock units are identical to those granted in February 2016, except for different annual return on invested capital (ROIC) performance targets. The 2016 and 2017 plans also include relative operating income growth (OIG) as a modifier compared to the companies included in the S&P 500 Industrials Index. 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. The modifier can be up to +/- 25% of the award earned based on the ROIC achieved.



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, and for the 2016 and 2017 plans, modified for the relative OIG. 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, and with respect to the third year of the 2016 and 2017 plans, the relative OIG modifier. 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 2017 grant were as follows:





 

 



 

 



2017 

Dividend per share per quarter

$

0.605 

Risk-free interest rate at date of grant

 

1.5% 

 

Changes in our performance retention awards during the three months ended March 31, 2017, were as follows:





 

 

 



 

 

 



Shares
(thous.)

Weighted-Average
Grant-Date Fair Value

Nonvested at January 1, 2017

1,145 

$

86.23 

Granted

461 

 

101.38 

Vested

(255)

 

83.06 

Unearned

(110)

 

83.06 

Forfeited

(34)

 

91.93 

Nonvested at March 31, 2017

1,207 

$

92.81 

 

At March 31, 2017, there was $61 million of total unrecognized compensation expense related to nonvested performance retention awards, which is expected to be recognized over a weighted-average period of 2.3 years. This expense is subject to achievement of the performance measures established for the performance stock unit grants.

 

 

10


 

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 in accumulated other comprehensive income and, if necessary, amortized as pension or OPEB expense.



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







 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



Pension

 

OPEB



 

 

 

 

 

 

 

 

 

Millions

2017  2016 

 

2017  2016 

Service cost

$

23 

$

22 

 

$

 -

$

Interest cost

 

35 

 

35 

 

 

 

Expected return on plan assets

 

(66)

 

(67)

 

 

 -

 

 -

Amortization of:

 

 

 

 

 

 

 

 

 

      Prior service credit

 

 -

 

 -

 

 

 -

 

(2)

      Actuarial loss

 

20 

 

20 

 

 

 

Net periodic benefit cost

$

12 

$

10 

 

$

$



Cash Contributions



For the three months ended March 31, 2017, we did not make any cash contributions to the qualified pension plan. Any contributions made during 2017 will be based on cash generated from operations and financial market considerations. 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, 2017, we do not have minimum cash funding requirements for 2017.

 

 

11


 

6. Other Income



Other income included the following:







 

 

 

 



 

 

 

 

Millions,

 

 

 

 

for the Three Months Ended March 31,

2017  2016 

Rental income

$

37 

$

25 

Net gain on non-operating asset dispositions [a]

 

34 

 

25 

Interest income

 

 

Non-operating environmental costs and other

 

(6)

 

(6)

Total

$

67 

$

46 



[a]Includes $26 million and $17 million related to a real estate sale in 2017 and 2016, respectively.

 

7. Income Taxes



Internal Revenue Service (IRS) examinations have been completed and settled for all years prior to 2011, and the statute of limitations bars any additional tax assessments. In 2016, UPC amended its 2011 and 2012 income tax returns to claim deductions resulting from the resolution of IRS examinations for years prior to 2011. The IRS is currently reviewing the 2011 amended return.



Several state tax authorities are examining our state tax returns for years 2006 through 2014.  

 

At March 31, 2017, we had a net liability for unrecognized tax benefits of $123 million.

 

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,

2017  2016 

Net income

$

1,072 

$

979 

Weighted-average number of shares outstanding:    

 

 

 

 

    Basic

 

811.5 

 

844.0 

    Dilutive effect of stock options

 

1.8 

 

1.3 

    Dilutive effect of retention shares and units 

 

1.5 

 

1.4 

Diluted

 

814.8 

 

846.7 

Earnings per share – basic

$

1.32 

$

1.16 

Earnings per share – diluted

$

1.32 

$

1.16 

Stock options excluded as their inclusion would be anti-dilutive

 

1.6 

 

3.0 

 

 

12


 

9. Accumulated Other Comprehensive Income/(Loss)



Reclassifications out of accumulated other comprehensive income/(loss) for the three months ended March 31, 2017, and 2016, were as follows (net of tax):





 

 

 

 

 

 



 

 

 

 

 

 

Millions

Defined
benefit
plans

Foreign
currency
translation

Total

Balance at January 1, 2017

$

(1,132)

$

(140)

$

(1,272)

Other comprehensive income/(loss) before reclassifications

 

(3)

 

 

Amounts reclassified from accumulated other comprehensive income/(loss) [a]

 

14 

 

 -

 

14 

Net quarter-to-date other comprehensive income/(loss),
net of taxes of $(14) million

 

11 

 

 

20 

Balance at March 31, 2017

$

(1,121)

$

(131)

$

(1,252)



 

 

 

 

 

 

Balance at January 1, 2016

$

(1,103)

$

(92)

$

(1,195)

Other comprehensive income/(loss) before reclassifications

 

(5)

 

(21)

 

(26)

Amounts reclassified from accumulated other comprehensive income/(loss) [a]

 

13 

 

 -

 

13 

Net quarter-to-date other comprehensive income/(loss),
net of taxes of $5 million

 

 

(21)

 

(13)

Balance at March 31, 2016

$

(1,095)

$

(113)

$

(1,208)



[a]The accumulated other comprehensive income/(loss) reclassification components are 1) prior service cost/(credit) and 2) net actuarial loss which are both included in the computation of net periodic pension cost. See Note 5 Retirement Plans for additional details.





 

 

 

 

 

 



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, 2017, and December 31, 2016, our accounts receivable were reduced by $3 million and $5 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, 2017, and December 31, 2016, receivables classified as other assets were reduced by allowances of $18 million and $17 million, respectively.



Receivables Securitization Facility –The Railroad maintains a $650 million, 3-year receivables securitization facility (the Receivables Facility) maturing in July 2019. Under the Receivables Facility, the Railroad sells most of its eligible third-party receivables to Union Pacific Receivables, Inc. (UPRI), a consolidated, wholly-owned, bankruptcy-remote subsidiary that may subsequently transfer, without recourse, an undivided interest in accounts receivable to investors. 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



The amount outstanding under the Receivables Facility was $200 million and $0 at March 31, 2017, and December 31, 2016, respectively. The Receivables Facility was supported by $1.0 billion of accounts receivable as collateral at both March 31, 2017, and December 31, 2016, which, as a retained interest, is included in accounts receivable, net in our Condensed Consolidated Statements of Financial Position.



The outstanding amount the Railroad is allowed to maintain under the Receivables Facility, with a maximum of $650 million, may fluctuate based on the availability of eligible receivables and is directly affected by business volumes and credit risks, including receivables payment quality measures such as default and dilution ratios. If default or dilution ratios increase one percent, the allowable outstanding amount under the Receivables Facility would not materially change.



 

13


 

The costs of the Receivables  Facility include interest, which will vary based on prevailing benchmark and commercial paper rates, program fees paid to participating banks, commercial paper issuance costs, and fees of participating banks for unused commitment availability. The costs of the Receivables Facility are included in interest expense and were $1 million and $2 million for the three months ended March 31, 2017, and 2016, respectively.

 

11. Properties



The following tables list the major categories of property and equipment, as well as the weighted-average estimated useful life for each category (in years):





 

 

 

 

 

 

 



 

 

 

 

 

 

 

Millions, Except Estimated Useful Life

 

 Accumulated

Net Book

Estimated

As of March 31, 2017

Cost

 Depreciation

Value

Useful Life

Land

$

5,207 

$

N/A

$

5,207 

N/A

Road:

 

 

 

 

 

 

 

  Rail and other track material

 

15,974 

 

5,781 

 

10,193  43 

  Ties

 

9,900 

 

2,782 

 

7,118  33 

  Ballast

 

5,281 

 

1,455 

 

3,826  34 

  Other roadway [a]

 

18,290 

 

3,297 

 

14,993  47 

Total road 

 

49,445 

 

13,315 

 

36,130 

N/A

Equipment:

 

 

 

 

 

 

 

  Locomotives

 

9,651 

 

3,900 

 

5,751  20 

  Freight cars

 

2,251 

 

970 

 

1,281  24 

  Work equipment and other

 

914 

 

241 

 

673  19 

Total equipment 

 

12,816 

 

5,111 

 

7,705 

N/A

Technology and other

 

1,010 

 

405 

 

605  11 

Construction in progress

 

903 

 

 -

 

903 

N/A

Total

$

69,381 

$

18,831 

$

50,550 

N/A

 





 

 

 

 

 

 

 



 

 

 

 

 

 

 

Millions, Except Estimated Useful Life

 

 Accumulated

Net Book

Estimated

As of December 31, 2016

Cost

 Depreciation

Value

Useful Life

Land

$

5,220 

$

      N/A

$

5,220 

N/A

Road:

 

 

 

 

 

 

 

  Rail and other track material

 

15,845 

 

5,722 

 

10,123  40 

  Ties

 

9,812 

 

2,736 

 

7,076  33 

  Ballast

 

5,242 

 

1,430 

 

3,812  34 

  Other roadway [a]

 

18,138 

 

3,226 

 

14,912  47 

Total road 

 

49,037 

 

13,114 

 

35,923 

N/A

Equipment:

 

 

 

 

 

 

 

  Locomotives

 

9,692 

 

3,939 

 

5,753  20 

  Freight cars

 

2,243 

 

972 

 

1,271  24 

  Work equipment and other

 

905 

 

232 

 

673  19 

Total equipment 

 

12,840 

 

5,143 

 

7,697 

N/A

Technology and other

 

974 

 

412 

 

562  11 

Construction in progress

 

987 

 

 -

 

987 

N/A

Total

$

69,058 

$

18,669 

$

50,389 

N/A



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

 

 

14


 

12. Accounts Payable and Other Current Liabilities





 

 

 

 



 

 

 

 



Mar. 31,

Dec. 31,

Millions

2017  2016 

Income and other taxes payable

$

901 

$

472 

Accounts payable

 

789 

 

955 

Accrued wages and vacation

 

393 

 

387 

Accrued casualty costs

 

194 

 

185 

Interest payable

 

170 

 

212 

Equipment rents payable

 

101 

 

101 

Other

 

577 

 

570 

Total accounts payable and other current liabilities

$

3,125 

$

2,882 

 

13. Financial Instruments



Short-Term Investments – The Company’s short-term investments consist of time deposits ($90 million as of March 31, 2017). These investments are considered level 2 investments and are valued at amortized cost, which approximates fair value. All short-term investments have a maturity of less than one year and are classified as held-to-maturity.  There were no transfers out of Level 2 during the three months ended March 31, 2017.



Fair Value of Financial Instruments – The fair value of our short- and long-term debt was estimated using a market value price model, which utilizes applicable U.S. Treasury rates along with current market quotes on comparable debt securities. All of the inputs used to determine the fair market value of the Corporation’s long-term debt are Level 2 inputs and obtained from an independent source. At both March 31, 2017,  and December 31, 2016, the fair value of total debt was $15.9 billion, approximately $0.9 billion more than the carrying value. The fair value of the Corporation’s debt is a measure of its current value under present market conditions. It does not impact the financial statements under current accounting rules. At both March 31, 2017, and December 31, 2016, approximately $155 million of 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 – At March 31, 2017, we had $1.7 billion of credit available under our revolving credit 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, 2017. 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 credit ratings for our senior unsecured debt. The facility matures in May 2019 under a five-year term and requires UPC to maintain a debt-to-net-worth coverage ratio.



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, 2017, the debt-to-net-worth coverage ratio allowed us to carry up to $39.4 billion of debt (as defined in the facility), and we had $15.1 billion of debt (as defined in the facility) outstanding at that date. Under our current capital plans, we expect to continue to satisfy the debt-to-net-worth coverage ratio; however, many factors beyond our reasonable control 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 $125 million cross-default provision and a change-of-control provision.



During the three months ended March 31, 2017, we did not issue or repay any commercial paper, and at March 31, 2017, we had no commercial paper outstanding. Our revolving credit facility supports our outstanding commercial paper balances, and, unless we change the terms of our commercial paper

 

15


 

program, our aggregate issuance of commercial paper will not exceed the amount of borrowings available under the facility.



Shelf Registration Statement and Significant New BorrowingsIn 2016, the Board of Directors reauthorized the issuance of up to $4.0 billion of debt securities. Under our 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. At March 31, 2017, we had remaining authority to issue up to $3.55 billion of debt securities under our shelf registration.  



Receivables Securitization FacilityDuring the first quarter of 2017, we drew $200 million on our Receivables Facility. As of March 31, 2017, and December 31, 2016, we recorded $200 million and $0, respectively, of borrowings under our Receivables Facility as secured debt. (See further discussion of our receivables securitization facility in Note 10).



Subsequent Event  - On April 5, 2017, we issued the following unsecured, fixed-rate debt securities under our current shelf registration:







Description of Securities

$500 million of 3.000% Notes due April 15, 2027

$500 million of 4.000% Notes due April 15, 2047

 

Proceeds from this offering are for general corporate purposes, including the repurchase of common stock pursuant to our share repurchase program. These debt securities include change-of-control provisions.    After this issuance, we had remaining authority to issue up to $2.55 billion of debt securities under our shelf registration.

 

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) 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 options are not considered to be potentially significant to the VIEs. The future minimum lease payments associated with the VIE leases totaled $2.1 billion as of March 31, 2017.

 

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. To the extent possible, we have recorded a liability where asserted and unasserted claims are considered probable and where such claims can be reasonably estimated. 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.



 

16


 

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 due to the uncertainty surrounding the timing of future payments. Approximately 94% of the recorded liability is related to asserted claims and approximately 6% is related to unasserted claims at March 31, 2017. 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 $291 million to $318 million. We record an accrual at the low end of the range as no amount of loss within the range 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,

2017  2016 

Beginning balance

$

290 

$

318 

Current year accruals

 

19 

 

21 

Changes in estimates for prior years

 

 

(10)

Payments

 

(22)

 

(13)

Ending balance at March 31

$

291 

$

316 

Current portion, ending balance at March 31

$

65 

$

61 

 

We have insurance coverage for a portion of the costs incurred to resolve personal injury-related claims, and we have recognized an asset for estimated insurance recoveries at March 31, 2017, and December 31, 2016.  Any changes to recorded insurance recoveries are included in the above table in the Changes in estimates for prior years category.



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 18% of the recorded liability related to asserted claims and approximately 82% related to unasserted claims at March 31, 2017.



 

17


 

Our asbestos-related liability activity was as follows:





 

 

 

 



 

 

 

 

Millions,

 

 

 

 

for the Three Months Ended March 31,

2017  2016 

Beginning balance

$

111 

$

120 

Accruals

 

 -

 

 -

Payments

 

(1)

 

(2)

Ending balance at March 31

$

110 

$

118 

Current portion, ending balance at March 31

$

$

 

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, 2017, and December 31, 2016.



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 300 sites at which we are or may be liable for remediation costs associated with alleged contamination or for violations of environmental requirements. This includes 32 sites that are the subject of actions taken by the U.S. government, 20 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. Our environmental liability is not discounted to present value due to the uncertainty surrounding the timing of future payments.



Our environmental liability activity was as follows:





 

 

 

 



 

 

 

 

Millions,

 

 

 

 

for the Three Months Ended March 31,

2017  2016 

Beginning balance

$

212 

$

190 

Accruals

 

 

19 

Payments

 

(11)

 

(17)

Ending balance at March 31

$

203 

$

192 

Current portion, ending balance at March 31

$

53 

$

56 

 

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.



 

18


 

Insurance – The Company has a consolidated, wholly-owned captive insurance subsidiary (the captive), that provides insurance coverage for certain risks including FELA claims and property coverage which are subject to reinsurance. The captive entered into annual reinsurance treaty agreements that insure workers compensation, general liability, auto liability and FELA risk. The captive cedes a portion of its FELA exposure through the treaty and assumes a proportionate share of the entire risk. The captive receives direct premiums, which are netted against the Company’s premium costs in other expenses in the Condensed Consolidated Statements of Income. The treaty agreements provide for certain protections against the risk of treaty participants’ non-performance, and we do not believe our exposure to treaty participants’ non-performance is material at this time. In the event the Company leaves the reinsurance program, the Company is not relieved of its primary obligation to the policyholders for activity prior to the termination of the treaty agreements. We record both liabilities and reinsurance receivables using an actuarial analysis based on historical experience in our Condensed Consolidated Statements of Financial Position.



Guarantees – At both March 31, 2017, and December 31, 2016, we were contingently liable for $43 million in guarantees. The fair value of these obligations as of both March 31, 2017, and December 31, 2016 was $0. We entered into these contingent guarantees in the normal course of business, and they include guaranteed obligations related to our 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 –  We are contingently obligated under a variety of indemnification arrangements, although in some cases the extent of our potential liability is limited, 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, 2017, 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 $2.9 billion.



Gain ContingencyUPRR and Santa Fe Pacific Pipelines (SFPP, a subsidiary of Kinder Morgan Energy Partners, L.P.) currently are engaged in a proceeding to resolve the fair market rent payable to UPRR commencing 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 in May 2012, the trial judge rendered an opinion establishing the fair market rent and entering judgment for back rent, including prejudgment interest. SFPP appealed the judgment. On November 5, 2014, the Second District Circuit Court of Appeal in California issued an opinion holding that UPRR was not entitled to collect rent from SFPP for easements on the portions of the property acquired solely through federal government land grants issued during the 1800s. The Appellate Court also reversed the award of prejudgment interest and remanded the case to the trial court. A favorable final judgment may materially affect UPRR's results of operations in the period of any monetary recoveries. Due to the uncertainty regarding the amount and timing of any recovery or any subsequent proceedings, we consider this a gain contingency and have not recognized any amounts in the Condensed Consolidated Financial Statements as of March 31, 2017.  

 

17. Share Repurchase Program



Effective January 1, 2017, our Board of Directors authorized the repurchase of up to 120 million shares of our common stock by December 31, 2020, replacing our previous repurchase program. As of March 31, 2017, we repurchased a total of $19.9 billion of our common stock since the commencement of our repurchase programs in 2007. The table below represents shares repurchased in the first quarter of 2017

 

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under our new repurchase program, and shares repurchased in the first quarter of 2016 under our previous repurchase program.  





 

 

 

 

 

 



 

 

 

 

 

 



Number of Shares Purchased

Average Price Paid



2017  2016  2017  2016 

First quarter

7,531,300  9,315,807 

$

106.55 

$

76.49 

Remaining number of shares that may be repurchased under current authority

 

112,468,700 

 

Management's assessments of market conditions and other pertinent factors 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.



From April 1, 2017 through April 26, 2017, we repurchased 2.1 million shares at an aggregate cost of approximately $228 million.

 

18. Related Parties



UPRR and other North American railroad companies jointly own TTX Company (TTX). UPRR has a 36.79% economic and voting interest in TTX while the other North American railroads own the remaining interest. In accordance with ASC 323 Investments - Equity Method and Joint Venture, UPRR applies the equity method of accounting to our investment in TTX.



TTX is a railcar pooling company that owns railcars and intermodal wells to serve North America’s railroads. TTX assists railroads in meeting the needs of their customers by providing railcars in an efficient, pooled environment. All railroads have the ability to utilize TTX railcars through car hire by renting railcars at stated rates.



UPRR had $890 million and $877 million recognized as investments related to TTX in our Condensed Consolidated Statements of Financial Position as of March 31, 2017, and December 31, 2016, respectively. TTX car hire expenses of $86 million and $90 million for the three months ended March 31, 2017, and 2016, respectively, are included in equipment and other rents in our Condensed Consolidated Statements of Income. In addition, UPRR had accounts payable to TTX of $55 million and $61 million as of March 31, 2017, and December 31, 2016, respectively. 

 

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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, 2017, Compared to

Three Months Ended March 31, 2016





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



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 we provide and analyze revenue by commodity group, we treat the financial results of the Railroad as one segment due to the integrated nature of our 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 any 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. We provide these previously filed reports as a convenience and their contents reflect only information that was true and correct as of the date of the report. We assume no obligation to update this historical information. 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 2016 Annual Report on Form 10-

 

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K. There have not been any significant changes with respect to these policies during the first three months of 2017.

 

RESULTS OF OPERATIONS



Quarterly Summary



We reported earnings of $1.32 per diluted share on net income of $1.1 billion in the first quarter of 2017 compared to earnings of $1.16 per diluted share on net income of $1.0 billion for the first quarter of 2016. Freight revenues increased 6%,  or $292 million, in the first quarter compared to the same period in 2016.  Volume growth of 2% and a  4%  increase in average revenue per car (ARC) resulting from higher fuel surcharge revenue, core pricing gains, and mix of traffic drove the freight revenue growth. Demand for coal and shale drilling improved frac sand shipments compared to relatively low volume levels in the first quarter of 2016.  In addition, shipments of grain, automotive parts, and international intermodal also contributed to the year-over-year growth.  Conversely, shipments of crude oil, rock, finished vehicles, and domestic intermodal decreased versus 2016.



Operationally, we encountered considerable weather challenges in the West including snow, rain and flooding. Network operations were disrupted, resulting in an approximately $0.03 negative earnings per share impact for the quarter due to deferred or lost revenue and additional costs.  As a result, average train speed, as reported to the Association of American Railroads (AAR), decreased 6% to 25.7 miles per hour, and average terminal dwell time increased 7% to 30.6 hours.    



Despite these challenges, we continued to right size critical resources with current market demands.  While volumes grew 2%, our work force levels decreased 4%, demonstrating continued momentum on our resource productivity initiatives.  At the end of the first quarter, approximately 2,300 employees across all crafts were either furloughed or in alternate work status, and approximately 1,400 locomotives were in storage.

 

Operating Revenues





 

 

 

 

 

 



 

 

 

 

 

 

Millions,

 

%

for the Three Months Ended March 31,

2017  2016 

Change

Freight revenues

$

4,794 

$

4,502 

%

Other revenues

 

338 

 

327 

 

Total

$

5,132 

$

4,829 

%

 

We generate freight revenues by transporting freight or other materials from our six commodity groups. Freight revenues vary with volume (carloads) and 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 commuter rail operations that we manage, 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, and miscellaneous contract revenue. We recognize other revenues as we perform services or meet contractual obligations.



Freight revenues increased during the first quarter of 2017 compared to 2016 driven by volume growth in coal, agriculture, and industrial products shipments, higher fuel surcharge revenue, core pricing gains and mix of traffic.



Each of our commodity groups includes revenue from fuel surcharges. Freight revenues from fuel surcharge programs were $212 million in the first quarter of 2017 compared to $113 million in the same period of 2016. Higher fuel surcharge revenue resulted from higher fuel prices and volume growth,  partially offset by the lag in fuel surcharge recovery (it can generally take up to two months for changing fuel prices to affect fuel surcharge recoveries). 



 

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Other revenues increased in the first quarter 2017 compared to 2016 due to higher subsidiary revenues, primarily those that broker intermodal and automotive services.



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,

2017  2016 

Change

Agricultural Products

$

942 

$

882 

%

Automotive

 

504 

 

510  (1)

 

Chemicals

 

885 

 

878 

 

Coal

 

648 

 

519  25 

 

Industrial Products

 

907 

 

834 

 

Intermodal

 

908 

 

879 

 

Total

$

4,794 

$

4,502 

%







 

 

 

 



 

 

 

 

Revenue Carloads

 

 

 

Thousands,

 

 

%  

for the Three Months Ended March 31,

2017  2016 

Change

Agricultural Products

250  235 

%

Automotive

212  217  (2)