SEC Comment Letter for UNION PACIFIC CORP (UNP) (CIK 0000100885) (UNP) — Apr 3, 2013
UNION PACIFIC CORP (UNP) (CIK 0000100885)
Date: April 3, 2013 · CIK: 0000100885 · Accession: 0000000000-13-017754
AI Filing Summary & Sentiment
Reasoning
Letter
April 3 , 2013 Via Email Jeffrey P. Totusek Chief Financial Officer Union Pacific Corporation 1400 Douglas Street Omaha, NE 68179
Re: Union Pacific Corporation Form 10-K for Fiscal Year Ended December 31, 2012 Filed February 8, 2013 File No. 001 -06075
Dear Mr. Totusek :
We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure.
Please r espond to this letter within 10 business days by confirming that you will revise your document s in future filings and providing any requested information . If you do not believe our comment appl ies to your facts and circumstances, plea se tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comment s, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31 , 2012
Management’s Discu ssion and Analysis of Financial Condition and Results of Operations Results of Operations, page 24
1. We note that fuel charge revenue is not entirely comparable to prior periods since you continue to convert portions of the non -regulated traffic to mileage -based fuel surcharge programs. To the extent material, please quantify and disclose in future filings the amount associated with changes in the program. For example, distinguish the amount of fuel surcharges resulting from new traffic being subject to t he charge versus changes resulting from rising fuel prices.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Jeffrey P. Totusek Union Pacific Corporation April 3 , 2013 Page 2
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do no t foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Theresa Messinese at 202 -551-3307 or Linda Cvrkel at 202 - 551-3813 if you have questions regarding the comments and related matters. Please contact me at 202 - 551-3380 with any other questions.
Sincerely,
/s/ Lyn Shenk
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April 3 , 2013 Via Email Jeffrey P. Totusek Chief Financial Officer Union Pacific Corporation 1400 Douglas Street Omaha, NE 68179 Re: Union Pacific Corporation Form 10-K for Fiscal Year Ended December 31, 2012 Filed February 8, 2013 File No. 001 -06075 Dear Mr. Totusek : We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please r espond to this letter within 10 business days by confirming that you will revise your document s in future filings and providing any requested information . If you do not believe our comment appl ies to your facts and circumstances, plea se tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comment s, we may have additional comments. Form 10-K for Fiscal Year Ended December 31 , 2012 Management’s Discu ssion and Analysis of Financial Condition and Results of Operations Results of Operations, page 24 1. We note that fuel charge revenue is not entirely comparable to prior periods since you continue to convert portions of the non -regulated traffic to mileage -based fuel surcharge programs. To the extent material, please quantify and disclose in future filings the amount associated with changes in the program. For example, distinguish the amount of fuel surcharges resulting from new traffic being subject to t he charge versus changes resulting from rising fuel prices. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Jeffrey P. Totusek Union Pacific Corporation April 3 , 2013 Page 2 In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do no t foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Theresa Messinese at 202 -551-3307 or Linda Cvrkel at 202 - 551-3813 if you have questions regarding the comments and related matters. Please contact me at 202 - 551-3380 with any other questions. Sincerely, /s/ Lyn Shenk Lyn Shenk Branch Chief