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Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

OR

For the transition period from __________ to ____________

Commission File Number 1-6075

UNION PACIFIC CORPORATION

( Exact name of registrant as specified in its charter)

1400 DOUGLAS STREET, OMAHA, NEBRASKA

(Address of principal executive offices)

(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.

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).

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.

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 15 , 2016 , there were 84 1,034 , 308 shares of the Registrant's Common Stock outstanding.



 Item 1.

Condensed Consolidated Financial Statements:



CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)



For the Three Months Ended March 31, 2016 and 2015

3



CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)



For the Three Months Ended March 31, 2016 and 2015

3



CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)



At March 31, 2016 and December 31, 2015

4



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)



For the Three Months Ended March 31, 2016 and 2015

5



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



For the Three Months Ended March 31, 2016 and 2015

6



NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

7

 Item 2.

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

20

 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

31

 Item 4.

Controls and Procedures

31





 Item 1.

Legal Proceedings

32

 Item 1A.

Risk Factors

34

 Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

34

 Item 3.

Defaults Upon Senior Securities

34

 Item 4.

Mine Safety Disclosures

34

 Item 5.

Other Information

34

 Item 6.

Exhibits

35

 Signatures

36

Certifications





Millions, Except Per Share Amounts,

for the Three Months Ended March 31,

2016 2015

Operating revenues:

Freight revenues

$

4,502

$

5,251

Other revenues

327 363

Total operating revenues

4,829 5,614

Operating expenses:

Compensation and benefits

1,213 1,369

Purchased services and materials

569 643

Depreciation

502 491

Fuel

320 564

Equipment and other rents

289 311

Other

249 259

Total operating expenses

3,142 3,637

Operating income

1,687 1,977

Other income (Note 6)

46 26

Interest expense

(167) (148)

Income before income taxes

1,566 1,855

Income taxes

(587) (704)

Net income

$

979

$

1,151

Share and Per Share (Note 8):

Earnings per share - basic

$

1.16

$

1.31

Earnings per share - diluted

$

1.16

$

1.30

Weighted average number of shares - basic

844.0 879.3

Weighted average number of shares - diluted

846.7 882.8

Dividends declared per share

$

0.55

$

0.55





Millions,

for the Three Months Ended March 31,

2016 2015

Net income

$

979

$

1,151

Other comprehensive income/(loss):

Defined benefit plans

8 12

Foreign currency translation

(21) (20)

Total other comprehensive income/(loss) [a]

(13) (8)

Comprehensive income

$

966

$

1,143







March 31,

December 31,

Millions, Except Share and Per Share Amounts

2016 2015

Assets

Current assets:

Cash and cash equivalents

$

2,673

$

1,391

Accounts receivable, net (Note 10)

1,355 1,356

Materials and supplies

716 736

Other current assets

339 647

Total current assets

5,083 4,130

Investments

1,404 1,410

Net properties (Note 11)

49,071 48,866

Other assets

214 194

Total assets

$

55,772

$

54,600

Liabilities and Common Shareholders' Equity

Current liabilities:

Accounts payable and other current liabilities (Note 12)

$

2,885

$

2,612

Debt due within one year (Note 14)

402 594

Total current liabilities

3,287 3,206

Debt due after one year (Note 14)

14,791 13,607

Deferred income taxes

15,404 15,241

Other long-term liabilities

1,815 1,844

Commitments and contingencies (Note 16)

Total liabilities

35,297 33,898

Common shareholders' equity:

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

1,111,037,931 and 1,110,426,354 issued; 840,938,941 and 849,211,436

outstanding, respectively

2,778 2,776

Paid-in-surplus

4,381 4,417

Retained earnings

30,747 30,233

Treasury stock

(16,223) (15,529)

Accumulated other comprehensive loss (Note 9)

(1,208) (1,195)

Total common shareholders' equity

20,475 20,702

Total liabilities and common shareholders' equity

$

55,772

$

54,600





Millions,

for the Three Months Ended March 31,

2016 2015

Operating Activities

Net income

$

979

$

1,151

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

Depreciation

502 491

Deferred and other income taxes

169 108

Net gain on non-operating asset dispositions (Note 6)

(25) (7)

Other operating activities, net

(49) 39

Changes in current assets and liabilities:

Accounts receivable, net

1 47

Materials and supplies

20 (32)

Other current assets

(37) (75)

Accounts payable and other current liabilities

(58) (155)

Income and other taxes

671 497

Cash provided by operating activities

2,173 2,064

Investing Activities

Capital investments

(687) (1,101)

Proceeds from asset sales

29 32

Other investing activities, net

(14) (73)

Cash used in investing activities

(672) (1,142)

Financing Activities

Debt issued (Note 14)

1,278 1,146

Common share repurchases (Note 17)

(706) (792)

Dividends paid

(465) (922)

Debt repaid

(282) (333)

Other financing activities, net

(44) (20)

Cash used in financing activities

(219) (921)

Net change in cash and cash equivalents

1,282 1

Cash and cash equivalents at beginning of year

1,391 1,586

Cash and cash equivalents at end of period

$

2,673

$

1,587

Supplemental Cash Flow Information

Non-cash investing and financing activities:

Capital investments accrued but not yet paid

$

100

$

146

Common shares repurchased but not yet paid

7 15

Cash received from / (paid for):

Income taxes, net of refunds

$

282

$

(47)

Interest, net of amounts capitalized

(215) (192)






Millions

Common
Shares

Treasury
Shares

Common Shares

Paid-in-Surplus

Retained Earnings

Treasury Stock

AOCI
[a]

Total

Balance at January 1, 2015

1,110.1 (226.7)

$ 2,775

$ 4,321

$ 27,367

$ (12,064)

$ (1,210)

$ 21,189

Net income

-

-

1,151

-

-

1,151

Other comp. loss

-

-

-

-

(8) (8)

Conversion, stock option
exercises, forfeitures, and other

0.4 0.5 1 30

-

(15)

-

16

Share repurchases (Note 17)

-

(6.9)

-

-

-

(807)

-

(807)

Cash dividends declared
( $0.55 per share)

-

-

-

-

(484)

-

-

(484)

Balance at March 31, 2015

1,110.5 (233.1)

$ 2,776

$ 4,351

$ 28,034

$ (12,886)

$ (1,218)

$ 21,057



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 comp. loss

-

-

-

-

(13) (13)

Conversion, stock option
exercises, forfeitures, and other

0.6 0.4 2 (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





Millions,

for the Three Months Ended March 31,

2016 2015

Agricultural Products

$

882

$

939

Automotive

510 516

Chemicals

878 897

Coal

519 915

Industrial Products

834 1,017

Intermodal

879 967

Total freight revenues

$

4,502

$

5,251

Other revenues

327 363

Total operating revenues

$

4,829

$

5,614





Millions,

for the Three Months Ended March 31,

2016 2015

Stock-based compensation, before tax:

Stock options

$

4

$

4

Retention awards

13 24

Total stock-based compensation, before tax

$

17

$

28

Excess tax benefits from equity compensation plans

$

10

$

53





Weighted-Average Assumptions

2016 2015

Risk-free interest rate

1.3% 1.3%

Dividend yield

2.9% 1.8%

Expected life (years)

5.1 5.1

Volatility

23.2% 23.4%

Weighted-average grant-date fair value of options granted

$

11.36

$

22.30







Options (thous.)

Weighted-Average
Exercise Price

Weighted-Average Remaining Contractual Term

Aggregate Intrinsic Value (millions)

Outstanding at January 1, 2016

5,571

$

66.69 5.4

yrs.

$

114

Granted

1,672 75.52

N/A

N/A

Exercised

(206) 26.60

N/A

N/A

Forfeited or expired

(66) 103.69

N/A

N/A

Outstanding at March 31, 2016

6,971

$

69.64 6.3

yrs.

$

115

Vested or expected to vest at March 31, 2016

6,894

$

69.42 6.3

yrs.

$

115

Options exercisable at March 31, 2016

4,414

$

59.08 4.7

yrs.

$

108





Millions,

for the Three Months Ended March 31,

2016 2015

Intrinsic value of stock options exercised

$

10

$

32

Cash received from option exercises

9 14

Treasury shares repurchased for employee payroll taxes

(3) (7)

Tax benefit realized from option exercises

4 12

Aggregate grant-date fair value of stock options vested

19 19







Shares
(thous.)

Weighted-Average
Grant-Date Fair Value

Nonvested at January 1, 2016

2,900

$

80.01

Granted

819 75.52

Vested

(778) 57.28

Forfeited

(74) 91.72

Nonvested at March 31, 2016

2,867

$

84.59







Shares
(thous.)

Weighted-Average
Grant-Date Fair Value

Nonvested at January 1, 2016

1,255

$

82.98

Granted

503 70.09

Vested

(530) 62.57

Forfeited

(47) 91.80

Nonvested at March 31, 2016

1,181

$

86.30







Pension

OPEB

Millions

2016 2015 2016 2015

Service cost

$

22

$

24

$

1

$

1

Interest cost

35 40 3 3

Expected return on plan assets

(67) (64)

-

-

Amortization of:

Prior service credit

-

-

(2) (2)

Actuarial loss

20 26 2 3

Net periodic pension cost

$

10

$

26

$

4

$

5





Millions,

for the Three Months Ended March 31,

2016 2015

Net gain on non-operating asset dispositions [a]

$

25

$

7

Rental income

25 24

Interest income

2 1

Non-operating environmental costs and other

(6) (6)

Total

$

46

$

26



Millions, Except Per Share Amounts,

for the Three Months Ended March 31,

2016 2015

Net income

$

979

$

1,151

Weighted-average number of shares outstanding:

Basic

844.0 879.3

Dilutive effect of stock options

1.3 1.8

Dilutive effect of retention shares and units

1.4 1.7

Diluted

846.7 882.8

Earnings per share – basic

$

1.16

$

1.31

Earnings per share – diluted

$

1.16

$

1.30

Stock options excluded as their inclusion would be anti-dilutive

3.0 0.6





Millions

Defined
benefit
plans

Foreign
currency
translation

Total

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

8 (21) (13)

Balance at March 31, 2016

$

(1,095)

$

(113)

$

(1,208)



Balance at January 1, 2015

$

(1,161)

$

(49)

$

(1,210)

Other comprehensive income/(loss) before reclassifications

(4) (20) (24)

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

16

-

16

Net quarter-to-date other comprehensive income/(loss),
net of taxes of $3 million

12 (20) (8)

Balance at March 31, 2015

$

(1,149)

$

(69)

$

(1,218)





Millions, Except Estimated Useful Life

Accumulated

Net Book

Estimated

As of March 31, 2016

Cost

Depreciation

Value

Useful Life

Land

$

5,203

$

N/A

$

5,203

N/A

Road:

Rail and other track material

15,390 5,560 9,830 40

Ties

9,547 2,642 6,905 33

Ballast

5,073 1,375 3,698 34

Other roadway [a]

17,540 3,090 14,450 47

Total road

47,550 12,667 34,883

N/A

Equipment:

Locomotives

9,006 3,732 5,274 20

Freight cars

2,219 966 1,253 24

Work equipment and other

900 203 697 19

Total equipment

12,125 4,901 7,224

N/A

Technology and other

950 375 575 11

Construction in progress

1,186

-

1,186

N/A

Total

$

67,014

$

17,943

$

49,071

N/A





Millions, Except Estimated Useful Life

Accumulated

Net Book

Estimated

As of December 31, 2015

Cost

Depreciation

Value

Useful Life

Land

$

5,195

$

N/A

$

5,195

N/A

Road:

Rail and other track material

15,236 5,495 9,741 37

Ties

9,439 2,595 6,844 33

Ballast

5,024 1,350 3,674 34

Other roadway [a]

17,374 3,021 14,353 47

Total road

47,073 12,461 34,612

N/A

Equipment:

Locomotives

9,027 3,726 5,301 19

Freight cars

2,203 962 1,241 24

Work equipment and other

897 191 706 19

Total equipment

12,127 4,879 7,248

N/A

Technology and other

919 358 561 11

Construction in progress

1,250

-

1,250

N/A

Total

$

66,564

$

17,698

$

48,866

N/A







Mar. 31,

Dec. 31,

Millions

2016 2015

Accounts payable

$

791

$

743

Income and other taxes payable

764 434

Accrued wages and vacation

403 391

Accrued casualty costs

180 181

Interest payable

162 208

Equipment rents payable

99 105

Other

486 550

Total accounts payable and other current liabilities

$

2,885

$

2,612





Date

Description of Securities

March 1, 2016

$500 million of 2.750% Notes due March 1, 2026



$600 million of 4.050% Notes due March 1, 2046



$200 million of reopened 4.375% Notes due November 15, 2065





Millions,

for the Three Months Ended March 31,

2016 2015

Beginning balance

$

318

$

335

Current year accruals

21 23

Changes in estimates for prior years

(10) (6)

Payments

(13) (53)

Ending balance at March 31

$

316

$

299

Current portion, ending balance at March 31

$

61

$

70





Millions,

for the Three Months Ended March 31,

2016 2015

Beginning balance

$

120

$

126

Accruals

-

-

Payments

(2) (1)

Ending balance at March 31

$

118

$

125

Current portion, ending balance at March 31

$

6

$

7





Millions,

for the Three Months Ended March 31,

2016 2015

Beginning balance

$

190

$

182

Accruals

19 19

Payments

(17) (10)

Ending balance at March 31

$

192

$

191

Current portion, ending balance at March 31

$

56

$

58







Number of Shares Purchased

Average Price Paid



2016 2015 2016 2015

First quarter

9,315,807 6,881,455

$

76.49

$

117.28

Remaining number of shares that may be repurchased under current authority

43,336,639





Millions,

%

for the Three Months Ended March 31,

2016 2015

Change

Freight revenues

$

4,502

$

5,251 (14)

%

Other revenues

327 363 (10)

Total

$

4,829

$

5,614 (14)

%





Freight Revenues

Millions,

%

for the Three Months Ended March 31,

2016 2015

Change

Agricultural Products

$

882

$

939 (6)

%

Automotive

510 516 (1)

Chemicals

878 897 (2)

Coal

519 915 (43)

Industrial Products

834 1,017 (18)

Intermodal

879 967 (9)

Total

$

4,502

$

5,251 (14)

%





Revenue Carloads

Thousands,

%

for the Three Months Ended March 31,

2016 2015

Change

Agricultural Products

235 245 (4)

%

Automotive

217 202 7

Chemicals

268 267

-

Coal

262 399 (34)

Industrial Products

274 306 (10)

Intermodal [a]

788 812 (3)

Total

2,044 2,231 (8)

%





Average Revenue per Car

%

for the Three Months Ended March 31,

2016 2015

Change

Agricultural Products

$

3,749

$

3,838 (2)

%

Automotive

2,350 2,553 (8)

Chemicals

3,272 3,362 (3)

Coal

1,985 2,293 (13)

Industrial Products

3,041 3,325 (9)

Intermodal [a]

1,116 1,191 (6)

Average

$

2,202

$

2,354 (6)

%





Millions,

%

for the Three Months Ended March 31,

2016 2015

Change

Compensation and benefits

$

1,213

$

1,369 (11)

%

Purchased services and materials

569 643 (12)

Depreciation

502 491 2

Fuel

320 564 (43)

Equipment and other rents

289 311 (7)

Other

249 259 (4)

Total

$

3,142

$

3,637 (14)

%





Millions,

%

for the Three Months Ended March 31,

2016 2015

Change

Other income

$

46

$

26 77

%

Interest expense

(167) (148) 13

Income taxes

(587) (704) (17)







%

For the Three Months Ended March 31,

2016 2015

Change

Average train speed (miles per hour)

27.3 24.6 11

%

Average terminal dwell time (hours)

28.6 30.6 (7)

%

Gross ton-miles (billions)

205.5 237.2 (13)

%

Revenue ton-miles (billions)

104.7 126.4 (17)

%

Operating ratio

65.1 64.8 0.3

pts

Employees (average)

43,655 48,830 (11)

%







Mar. 31,

Dec. 31,

Millions, Except Percentages

2016 2015

Debt (a)

$

15,193

$

14,201

Equity

20,475 20,702

Capital (b)

$

35,668

$

34,903

Debt to capital (a/b)

42.6% 40.7%







Mar. 31,

Dec. 31,

Millions, Except Percentages

2016 2015

Debt

$

15,193

$

14,201

Net present value of operating leases

2,617 2,726

Unfunded pension and OPEB

445 463

Adjusted debt (a)

18,255 17,390

Equity

20,475 20,702

Adjusted capital (b)

$

38,730

$

38,092

Adjusted debt to capital (a/b)

47.1% 45.7%





Cash Flows

Millions,

for the Three Months Ended March 31,

2016 2015

Cash provided by operating activities

$

2,173

$

2,064

Cash used in investing activities

(672) (1,142)

Cash used in financing activities

(219) (921)

Net change in cash and cash equivalents

$

1,282

$

1





Millions,

for the Three Months Ended March 31,

2016 2015

Rail and other track material

$

146

$

170

Ties

126 106

Ballast

50 49

Other [a]

100 65

Total road infrastructure replacements

422 390

Line expansion and other capacity projects

40 124

Commercial facilities

35 50

Total capacity and commercial facilities

75 174

Locomotives and freight cars [b]

100 361

Positive train control

68 92

Technology and other

22 84

Total cash capital investments

$

687

$

1,101





Millions,

for the Three Months Ended March 31,

2016 2015

Cash provided by operating activities

$

2,173

$

2,064

Cash used in investing activities

(672) (1,142)

Dividends paid

(465) (922)

Free cash flow

$

1,036

$

-





Date

Description of Securities

March 1, 2016

$500 million of 2.750% Notes due March 1, 2026



$600 million of 4.050% Notes due March 1, 2046



$200 million of reopened 4.375% Notes due November 15, 2065







Number of Shares Purchased

Average Price Paid



2016 2015 2016 2015

First quarter

9,315,807 6,881,455

$

76.49

$

117.28

Remaining number of shares that may be repurchased under current authority

43,336,639







Apr. 1

Payments Due by Dec. 31,



through

Contractual Obligations

Dec. 31,

After

Millions

Total

2016 2017 2018 2019 2020 2020

Other

Debt [a]

$

25,103

$

647

$

1,481

$

985

$

1,028

$

1,386

$

19,576

$

-

Operating leases [b]

3,282 292 453 379 347 285 1,526

-

Capital lease obligations [c]

1,485 115 220 198 184 193 575

-

Purchase obligations [d]

3,224 1,606 632 304 255 199 196 32

Other postretirement benefits [e]

441 34 45 46 46 45 225

-

Income tax contingencies [f]

95

-

-

-

-

-

-

95

Total contractual obligations

$

33,630

$

2,694

$

2,831

$

1,912

$

1,860

$

2,108

$

22,098

$

127







Apr. 1

Amount of Commitment Expiration by Dec. 31,



through

Other Commercial Commitments

Dec. 31,

After

Millions

Total

2016 2017 2018 2019 2020 2020

Credit facilities [a]

$

1,700

$

-

$

-

$

-

$

1,700

$

-

$

-

Receivables securitization facility [b]

650

-

650

-

-

-

-

Guarantees [c]

53 9 10 11 8 5 10

Standby letters of credit [d]

32 23 9

-

-

-

-

Total commercial commitments

$

2,435

$

32

$

669

$

11

$

1,708

$

5

$

10





Period

Total Number of
Shares
Purchased [a]

Average
Price Paid
Per Share

Total Number of Shares
Purchased as Part of a
Publicly Announced Plan
or Program [b]

Maximum Number of
Shares That May Be
Purchased Under Current
Authority [b]

Jan. 1 through Jan. 31

2,951,126

$

71.88 2,947,906 49,704,540

Feb. 1 through Feb. 29

3,762,036 76.18 3,285,917 46,418,623

Mar. 1 through Mar. 31

3,098,581 80.61 3,081,984 43,336,639

Total

9,811,743

$

76.29 9,315,807

N/A



Exhibit No.

Description



Filed with this Statement

12

Ratio of Earnings to Fixed Charges for the Three Months Ended March 31, 2016 and 2015.

31(a)

Certifications Pursuant to Rule 13a-14(a), of the Exchange Act, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Lance M. Fritz.

31(b)

Certifications Pursuant to Rule 13a-14(a), of the Exchange Act, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Robert M. Knight, Jr.

32

Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Lance M. Fritz and Robert M. Knight, Jr.

101

eXtensible Business Reporting Language (XBRL) documents submitted electronically: 101.INS (XBRL Instance Document), 101.SCH (XBRL Taxonomy Extension Schema Document), 101.CAL (XBRL Calculation Linkbase Document), 101.LAB (XBRL Taxonomy Label Linkbase Document), 101.DEF (XBRL Taxonomy Definition Linkbase Document) and 101.PRE (XBRL Taxonomy Presentation Linkbase Document). The following financial and related information from Union Pacific Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2016 (filed with the SEC on April 21, 2016), is formatted in XBRL and submitted electronically herewith: (i) Condensed Consolidated Statements of Income for the periods ended March 31, 2016 and 2015, (ii) Condensed Consolidated Statements of Comprehensive Income for the periods ended March 31, 2016 and 2015, (iii) Condensed Consolidated Statements of Financial Position at March 31, 2016 and December 31, 2015, (iv) Condensed Consolidated Statements of Cash Flows for the periods ended March 31, 2016 and 2015, (v) Condensed Consolidated Statements of Changes in Common Shareholders’ Equity for the periods ended March 31, 2016 and 2015, and (vi) the Notes to the Condensed Consolidated Financial Statements.

Incorporated by Reference

3(a)

Restated Articles of Incorporation of UPC, as amended and restated through June 27, 2011, and as further amended May 15, 2014, are incorporated herein by reference to Exhibit 3(a) to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.

3(b)

By-Laws of UPC, as amended, effective November 19, 2015, are incorporated herein by reference to Exhibit 3.2 to the Corporation’s Current Report on Form 8-K dated November 19, 2015.

4(a)

Form of 2.750% Note due 2026 is incorporated by reference to Exhibit 4.1 to the Corporation’s Current Report on Form 8-K dated March 1, 2016.

4(b)

Form of 4.050% Note due 2046 is incorporated by reference to Exhibit 4.2 to the Corporation’s Current Report on Form 8-K dated March 1, 2016.

4(c)

Form of 4.375% Note due 2065 is incorporated by reference to Exhibit 4.3 to the Corporation’s Current Report on Form 8-K dated March 1, 2016.



By

/s/ Robert M. Knight, Jr.



Robert M. Knight, Jr.



Executive Vice President – Finance and



Chief Financial Officer



(Principal Financial Officer)



By

/s/ Todd M. Rynaski



Todd M. Rynaski



Vice President and Controller



(Principal Accounting Officer)



The above information was disclosed in a filing to the SEC. To see the filing, click here.

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