Union Pacific (UNP) 10-K risk factor changes: FY2021 vs FY2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

_(Mark One)_

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

For the fiscal year ended December 31, 2021

OR

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

For the transition period from __________ to ____________

_Commission File Number 1-6075_

UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

| Utah | | 13-2626465 |

| --- | --- | --- |

| (State or other jurisdiction of | | (I.R.S. Employer |

| incorporation or organization) | | Identification No.) |

1400 Douglas Street, Omaha, Nebraska

(Address of principal executive offices)

68179

(Zip Code)

(402) 544-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

| Title of each Class | Trading Symbol | Name of each exchange on which registered |

| --- | --- | --- |

| Common Stock (Par Value $2.50 per share) | UNP | New York Stock Exchange |

| ■ | Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. |

| --- | --- |

☑Yes   ☐ No

| ■ | Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. |

| --- | --- |

☐Yes   ☑ No

| ■ | Indicate by check mark 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). |

| --- | --- |

☑Yes   ☐ No

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

*(Mark One)*

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

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

OR

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

SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission File Number 1-6075

UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

| | | |

| --- | --- | --- |

| Utah | | 13-2626465 |

| (State or other jurisdiction of | | (I.R.S. Employer |

| incorporation or organization) | | Identification No.) |

1400 Douglas Street, Omaha, Nebraska

(Address of principal executive offices)

68179

(Zip Code)

(402) 544-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

| | | |

| --- | --- | --- |

| Title of each Class | Trading Symbol | Name of each exchange on which registered |

| Common Stock (Par Value $2.50 per share) | UNP | New York Stock Exchange |

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

þ Yes ¨ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

¨ Yes þ No

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

þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on this 5th day of February, 2021.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | UNION PACIFIC CORPORATION | | | | | |

| | | | | | | |

| | By | | /s/ Lance M. Fritz | | | |

| | | | Lance M. Fritz, | | | |

| | | | Chairman, President and | | | |

| | | | Chief Executive Officer | | | |

| | | | Union Pacific Corporation | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, on this 5th day of February, 2021, by the following persons on behalf of the registrant and in the capacities indicated.

| | | | | |

| --- | --- | --- | --- | --- |

| | PRINCIPAL EXECUTIVE OFFICER | | | |

| | AND DIRECTOR: | | | |

| | | | | |

| | | By | /s/ Lance M. Fritz | |

| | | | Lance M. Fritz, | |

| | | | Chairman, President and | |

| | | | Chief Executive Officer | |

| | | | Union Pacific Corporation | |

| | | | | |

| --- | --- | --- | --- | --- |

| | PRINCIPAL FINANCIAL OFFICER: | | | |

| | | | | |

| | | By | /s/ Jennifer L. Hamann | |

| | | | Jennifer L. Hamann | |

| | | | Executive Vice President and | |

| | | | Chief Financial Officer | |

| | | | | |

| --- | --- | --- | --- | --- |

| | PRINCIPAL ACCOUNTING OFFICER: | | | |

| | | | | |

| | | By | /s/ Todd M. Rynaski | |

| | | | Todd M. Rynaski, | |

| | | | Vice President and Controller | |

DIRECTORS:

| | |