8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) : January 24, 2008

Union Pacific Corporation

(Exact Name of Registrant as Specified in its Charter)

Utah	1-6075	13-2626465
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1400 Douglas Street, Omaha, Nebraska	68179
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (402) 544-5000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02    Results of Operations and Financial Condition.

On January 24, 2008, Union Pacific Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2007. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press Release of Union Pacific Corporation, dated January 24, 2008, announcing the Company’s financial results for the fourth quarter of 2007.

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 hereunto duly authorized.

Dated: January 24, 2008

UNION PACIFIC CORPORATION
By:	/S/    ROBERT M. KNIGHT, JR.
	Robert M. Knight, Jr. Executive Vice President – Finance and Chief Financial Officer

EX-99.1

Exhibit 99.1

UNION PACIFIC REPORTS RECORD FOURTH QUARTER AND

FULL YEAR EARNINGS

FOR IMMEDIATE RELEASE:

Fourth Quarter 2007 Records

• Operating revenue totaled $4.2 billion, up 6 percent.

• Operating income grew 7 percent to $864 million.

Full Year 2007 Records

• Operating revenue totaled $16.3 billion, up 5 percent.

• Operating income grew 17 percent to $3.4 billion.

• Net income increased 16 percent to $1.86 billion.

• Return on invested capital grew to 8.7 percent.

OMAHA, Neb., January 24, 2008 – Union Pacific Corporation (NYSE: UNP) today reported 2007 fourth quarter net income of $491 million, or $1.86 per diluted share, compared to $485 million, or $1.78 per diluted share in the fourth quarter of 2006.

“The drivers of our quarterly performance were revenue growth on flat volume and improved operational efficiency,” said Jim Young, Chairman and Chief Executive Officer. “Despite record-high diesel fuel prices and winter weather challenges, we turned in a solid fourth quarter performance to post another record year for our shareholders and improved service for our customers.”

2007 Fourth Quarter Summary

In the fourth quarter of 2007, Union Pacific reported operating income of $864 million compared to $810 million in fourth quarter 2006, a 7 percent improvement.

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• Operating ratio improved to 79.4 percent versus 79.6 percent in 2006.

• The Company’s commodity revenue grew 6 percent in 2007 to a fourth quarter best of $4.0 billion. All six business groups posted record fourth quarter revenue, and Agricultural revenue set an all-time mark. The main component of the growth was a 6 percent increase in average revenue per car (ARC), which reached an all-time quarterly record of $1,638 per car in the fourth quarter 2007, driven primarily by yield gains.

• Business volumes in fourth quarter 2007, as measured by total revenue carloads, were flat at 2.4 million.

• The Railroad’s 2007 average quarterly fuel price, including transportation and taxes, was up 34 percent to $2.59 per gallon compared to $1.94 in 2006.

• The Company’s fuel consumption rate, as measured by gallons per thousand gross ton-miles, was a fourth quarter-best rate of 1.25 versus 1.27 in the fourth quarter 2006.

• The Company repurchased nearly 2.4 million common shares at an average share price of $127.35 in the fourth quarter of 2007.

Fourth Quarter 2007 Commodity Revenue Summary versus 2006

• Chemicals up 12 percent

• Energy up 8 percent

• Agricultural up 7 percent

• Automotive and Intermodal each up 4 percent

• Industrial Products up 1 percent

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2007 Full Year Summary

“In 2007, we were able to achieve a Company best 79.3 percent operating ratio, while posting best-ever customer satisfaction marks,” Young said. “We operated our network more safely and efficiently, while improving our return on invested capital.”

Full year 2007 net income was $1.86 billion, or $6.91 per diluted share, versus $1.6 billion, or $5.91 per diluted share reported in 2006.

Railroad commodity revenue totaled a record $15.5 billion in 2007, a 4 percent increase compared with 2006. Five of the six business groups set all-time revenue records in 2007. The main driver of this growth was a 6 percent increase in ARC to a record $1,594 per car, driven primarily by yield gains.

• Operating ratio improved 2.2 points to 79.3 percent in 2007 versus 81.5 percent in 2006.

• Business volumes in 2007, as measured by total revenue carloads, decreased 1 percent to 9.7 million.

• Operating income was a record $3.4 billion in 2007, a 17 percent increase from $2.9 billion in 2006.

• The Railroad’s average yearly fuel price was $2.24 per gallon in 2007 compared to $2.06 in 2006, a 9 percent increase.

• The Company’s fuel consumption rate was a full-year best at 1.26 versus 1.28 in 2006.

• The Company repurchased more than 12.6 million common shares at an average share price of $115.44 in 2007. This represents 63 percent of the 20 million share repurchase program authorized in January 2007.

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2008 Outlook

“We see both challenges and opportunities ahead in 2008,” Young said. “Although external factors such as the U.S. economy and high fuel prices will challenge us, Union Pacific employees have created positive momentum for our Company that will lead to further improvements in operational efficiency and customer service. Overall, we remain optimistic that our superior franchise will enable us to overcome economic weakness and post another record year in 2008.”

Union Pacific Corporation owns one of America’s leading transportation companies. Its principal operating company, Union Pacific Railroad, is the largest railroad in North America, covering 23 states across the western two-thirds of the United States. A strong focus on quality and a strategically advantageous route structure enable the company to serve customers in critical and fast growing markets. It is a leading carrier of low-sulfur coal used in electrical power generation and has broad coverage of the large chemical-producing areas along the Gulf Coast. With competitive long-haul routes between all major West Coast ports and eastern gateways, and as the only railroad to serve all six major gateways to Mexico, Union Pacific has the premier rail franchise in North America.

Supplemental financial information is attached.

Additional information is available at our Web site: www.up.com. Contact for investors is Jennifer Hamann at
402-544-4227. Contact for media is Kathryn Blackwell at 402-544-3753 or 402-319-4288.

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This press release and related materials contain statements about the Corporation’s future that are not statements of historical fact, including specifically statements of management regarding the challenges that the Corporation may face due to overall economic conditions and higher diesel fuel prices; management’s outlook on the strength of the economy and the opportunities for the Corporation, including improving operational efficiency and customer service; and the ability of the Corporation to overcome economic weakness and achieve record financial performance. These statements are, or will be, forward-looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward-looking statements also generally include, without limitation, information or statements regarding: expectations as to continued or increasing demand for rail transportation services; expectations regarding operational improvements, including the effectiveness of network management initiatives that have been or will be implemented to improve operations, customer service, and shareholder returns; expectations as to increased returns, cost savings, revenue growth, and earnings; expectations regarding fuel price and our ability to mitigate fuel costs; the time by which certain objectives will be achieved, including expected improvements in operations and implementation of network management initiatives; estimates of costs relating to environmental remediation and restoration; proposed new products and services; expectations that claims, lawsuits, environmental costs, commitments, contingent liabilities, labor negotiations or agreements, or other matters will not have a material adverse effect on our consolidated financial position, results of operations, or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to the Corporation’s and its subsidiaries’ business, financial, and operational results, and future economic performance; and statements of management’s beliefs, expectations, goals, and objectives and other similar expressions concerning matters that are not historical facts.

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, including expectations regarding operational and financial improvements and the Corporation’s future performance or results are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statement.

Important factors, including risk factors, could affect the Corporation’s and its subsidiaries’ future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements. Information regarding risk factors and other cautionary information are available in the Corporation’s Annual Report on Form 10-K for 2006, which was filed with the SEC on February 23, 2007. The Corporation updates information regarding risk factors if circumstances require such updates in its periodic reports on Form 10-Q and its subsequent Annual Reports on Form 10-K (or such other reports that may be filed with the SEC).

Forward-looking statements speak only as of, and are based only upon information available on, the date the statements were made. The Corporation assumes no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. If the Corporation does update one or more forward-looking statements, no inference should be drawn that the Corporation will make additional updates with respect thereto or with respect to other forward-looking statements. References to our Web site are provided for convenience and, therefore, information on or available through the website is not, and should not be deemed to be, incorporated by reference herein.

UNION PACIFIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Year Ended December 31

(Dollars in Millions, Except Per Share Amounts)

(Unaudited)

	Fourth Quarter								Year Ended
	2007			2006			Pct Chg		2007			2006			Pct Chg
Operating Revenue	$	4,197		$	3,962		6		$	16,283		$	15,578		5
Operating Expenses
Salaries, Wages, and Employee Benefits		1,136			1,169		(3	)		4,591			4,599		—
Fuel and Utilities		913			705		30			3,164			3,012		5
Equipment and Other Rents		344			346		(1	)		1,423			1,455		(2	)
Depreciation		337			315		7			1,321			1,237		7
Materials and Supplies		172			171		1			714			691		3
Purchased Services and Other		431			446		(3	)		1,695			1,700		—
Total Operating Expenses		3,333			3,152		6			12,908			12,694		2
Operating Income		864			810		7			3,375			2,884		17
Other Income		40			57		(30	)		116			118		(2	)
Interest Expense		(125	)		(118	)	6			(482	)		(477	)	1
Income Before Income Taxes		779			749		4			3,009			2,525		19
Income Tax Expense		(288	)		(264	)	9			(1,154	)		(919	)	26
Net Income	$	491		$	485		1		$	1,855		$	1,606		16
Basic Earnings Per Share	$	1.88		$	1.79		5		$	6.97		$	5.96		17
Diluted Earnings Per Share	$	1.86		$	1.78		4		$	6.91		$	5.91		17

January 24, 2008 (1 )

UNION PACIFIC RAILROAD

REVENUE DETAIL

For the Year Ended December 31

(Unaudited)

	Fourth Quarter						Year Ended
	2007		2006		Pct Chg		2007		2006		Pct Chg
Commodity Revenue (Millions):
Agricultural	$	719	$	670	7		$	2,597	$	2,395	8
Automotive		374		359	4			1,469		1,438	2
Chemicals		584		520	12			2,293		2,098	9
Energy		818		758	8			3,136		2,953	6
Industrial Products		753		743	1			3,110		3,168	(2	)
Intermodal		755		725	4			2,911		2,810	4
Total	$	4,003	$	3,775	6		$	15,516	$	14,862	4
Revenue Carloads (Thousands):
Agricultural		239		237	1			902		923	(2	)
Automotive		203		208	(2	)		826		834	(1	)
Chemicals		227		216	5			928		896	4
Energy		597		587	2			2,299		2,296	—
Industrial Products		319		325	(2	)		1,325		1,446	(8	)
Intermodal		859		867	(1	)		3,453		3,457	—
Total		2,444		2,440	—			9,733		9,852	(1	)
Average Revenue per Car:
Agricultural	$	3,006	$	2,825	6		$	2,880	$	2,595	11
Automotive		1,844		1,722	7			1,779		1,724	3
Chemicals		2,573		2,415	7			2,471		2,342	6
Energy		1,370		1,292	6			1,364		1,286	6
Industrial Products		2,356		2,282	3			2,347		2,190	7
Intermodal		880		837	5			843		813	4
Average	$	1,638	$	1,547	6		$	1,594	$	1,509	6

January 24, 2008 (2 )

UNION PACIFIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of December 31, 2007 and 2006

(Dollars in Millions)

(Unaudited)

	December 31, 2007		December 31, 2006
Assets:
Cash and Cash Equivalents	$	878	$	827
Other Current Assets		1,716		1,584
Investments		923		877
Properties - Net		34,158		32,873
Other Assets		358		354
Total	$	38,033	$	36,515
Liabilities and Shareholders’ Equity:
Current Portion of Long Term Debt	$	139	$	780
Other Current Liabilities		2,902		2,759
Long Term Debt		7,543		6,000
Deferred Income Taxes		10,050		9,696
Other Long Term Liabilities		1,814		1,968
Common Shareholders’ Equity		15,585		15,312
Total	$	38,033	$	36,515

January 24, 2008 (3 )

UNION PACIFIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended December 31

(Dollars in Millions)

(Unaudited)

	2007			2006
Operating Activities:
Net Income	$	1,855		$	1,606
Depreciation		1,321			1,237
Deferred Income Taxes		332			235
Other - Net		(231	)		(198	)
Cash Provided by Operating Activities		3,277			2,880
Investing Activities:
Capital Investments		(2,496	)		(2,242	)
Other - Net		70			200
Cash Used in Investing Activities		(2,426	)		(2,042	)
Financing Activities:
Common Shares Repurchased		(1,375	)		—
Dividends Paid		(364	)		(322	)
Debt Repaid		(792	)		(657	)
Debt Issued		1,581			—
Other - Net		150			195
Cash Used in Financing Activities		(800	)		(784	)
Net Change in Cash and Cash Equivalents	$	51		$	54

January 24, 2008 (4 )

APPENDIX

UNION PACIFIC CORPORATION

OPERATING AND FINANCIAL STATISTICS

For the Year Ended December 31

(Unaudited)

	Fourth Quarter								Year Ended
	2007			2006			Pct Chg		2007			2006			Pct Chg
Operating/Performance Statistics:
Revenue Carloads (Thousands)		2,444			2,440		—			9,733			9,852		(1	)
Revenue Ton-Miles (Billions)		143.4			140.8		2			561.8			565.2		(1	)
Gross Ton-Miles (GTMs) (Billions)		267.2			267.4		—			1,052.3			1,072.5		(2	)
Operating Margin		20.6	%		20.4	%	0.2	pt		20.7	%		18.5	%	2.2	pt
Operating Ratio		79.4	%		79.6	%	(0.2	) pt		79.3	%		81.5	%	(2.2	) pt
Average Employees		48,770			50,328		(3	)		50,089			50,739		(1	)
GTMs (Millions) per Average Employee		5.48			5.31		3			21.01			21.14		(1	)
Average Fuel Price Per Gallon Consumed	$	2.59		$	1.94		34		$	2.24		$	2.06		9
Fuel Consumed in Gallons (Millions)		333			340		(2	)		1,326			1,372		(3	)
Fuel Consumption Rate (Gal per 000 GTM)		1.25			1.27		(2	)		1.26			1.28		(2	)
Customer Satisfaction Index		78			75		3	pt		79			72		7	pt
AAR Reported Performance Measures:
Average Train Speed (Miles per Hour)		22.3			22.0		1			21.8			21.4		2
Average Terminal Dwell Time (Hours)		25.4			25.9		(2	)		25.1			27.2		(8	)
Average Rail Car Inventory		307,682			313,991		(2	)		309,912			321,566		(4	)
Financial Statistics:
Weighted Average Shares - Basic (Millions)		261.8			270.3		(3	)		265.9			269.4		(1	)
Weighted Average Shares - Diluted (Millions)		264.3			272.7		(3	)		268.4			272.0		(1	)
Effective Income Tax Rate		37.0	%		35.2	%	1.8	pt		38.4	%		36.4	%	2.0	pt
Debt to Capital (a)										33.0	%		30.7	%	2.3	pt
Adjusted Debt to Capital (b)										43.6	%		41.6	%	2.0	pt
Return on Invested Capital (c)										8.7	%		8.2	%	0.5	pt
Free Cash Flow (Millions) (d)									$	487		$	516		U

(a) Debt to capital is computed as follows: total debt divided by total debt plus equity.

(b) Adjusted debt to capital, a non-GAAP measure, is computed as follows: total debt plus net present value of operating leases plus value of sold receivables divided by total debt plus net present value of operating leases plus value of sold receivables plus equity. See Union Pacific web site under Investor Relations for a reconciliation to GAAP.

(c) Return on invested capital is a non-GAAP measure; however, we believe return on invested capital (ROIC) is important in evaluating the long-term efficiency and value of the Company’s capital investments. ROIC should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP. See Union Pacific web site under Investor Relations for a reconciliation to GAAP.

(d) Free cash flow is a non-GAAP measure; however, we believe that it is important in evaluating our financial performance and measures our ability to generate cash without incurring additional external financings. See Union Pacific web site under Investor Relations for a reconciliation to GAAP.

	Year Ended
	2007			2006
Cash Provided by Operating Activities	$	3,277		$	2,880
Cash Used in Investing Activities		(2,426	)		(2,042	)
Dividends Paid		(364	)		(322	)
Free Cash Flow	$	487		$	516

January 24, 2008 (A-1 )

UNION PACIFIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

By Quarter and Full Year 2007

(Dollars in Millions, Except Per Share Amounts)

(Unaudited)

	Quarter Ended												Year Ended December 31
	March 31			June 30			September 30			December 31
Operating Revenue	$	3,849		$	4,046		$	4,191		$	4,197		$	16,283
Operating Expenses
Salaries, Wages, and Employee Benefits		1,180			1,163			1,112			1,136			4,591
Fuel and Utilities		683			766			802			913			3,164
Equipment and Other Rents		353			370			356			344			1,423
Depreciation		325			327			332			337			1,321
Materials and Supplies		176			186			180			172			714
Purchased Services and Other		413			447			404			431			1,695
Total Operating Expenses		3,130			3,259			3,186			3,333			12,908
Operating Income		719			787			1,005			864			3,375
Other Income		15			36			25			40			116
Interest Expense		(113	)		(120	)		(124	)		(125	)		(482	)
Income Before Income Taxes		621			703			906			779			3,009
Income Tax Expense		(235	)		(257	)		(374	)		(288	)		(1,154	)
Net Income	$	386		$	446		$	532		$	491		$	1,855
Basic Earnings Per Share	$	1.43		$	1.66		$	2.02		$	1.88		$	6.97
Diluted Earnings Per Share	$	1.41		$	1.65		$	2.00		$	1.86		$	6.91

January 24, 2008 (A-2 )

UNION PACIFIC RAILROAD

REVENUE DETAIL

By Quarter and Full Year 2007

(Unaudited)

	Quarter Ended								Year Ended December 31
	March 31		June 30		September 30		December 31
Commodity Revenue (Millions):
Agricultural	$	607	$	604	$	667	$	719	$	2,597
Automotive		355		389		351		374		1,469
Chemicals		544		578		587		584		2,293
Energy		730		761		827		818		3,136
Industrial Products		747		815		795		753		3,110
Intermodal		669		718		769		755		2,911
Total	$	3,652	$	3,865	$	3,996	$	4,003	$	15,516
Revenue Carloads (Thousands):
Agricultural		219		212		232		239		902
Automotive		201		221		201		203		826
Chemicals		224		239		238		227		928
Energy		551		551		600		597		2,299
Industrial Products		318		349		339		319		1,325
Intermodal		821		861		912		859		3,453
Total		2,334		2,433		2,522		2,444		9,733
Average Revenue per Car:
Agricultural	$	2,771	$	2,855	$	2,876	$	3,006	$	2,880
Automotive		1,761		1,767		1,743		1,844		1,779
Chemicals		2,434		2,410		2,469		2,573		2,471
Energy		1,325		1,382		1,377		1,370		1,364
Industrial Products		2,351		2,334		2,347		2,356		2,347
Intermodal		815		834		843		880		843
Average	$	1,565	$	1,589	$	1,584	$	1,638	$	1,594

January 24, 2008 (A-3)