SEC Comment Letter for UNION PACIFIC CORP (UNP) (CIK 0000100885) (UNP) — Apr 11, 2014
UNION PACIFIC CORP (UNP) (CIK 0000100885)
Date: April 11, 2014 · CIK: 0000100885 · Accession: 0000000000-14-018548
AI Filing Summary & Sentiment
File numbers found in text: 001-06075
Letter
April 1 1, 201 4 Via E -mail Robert M. Knight, Jr. Executive Vice President Finance and Chief Financial Officer Union Pacific Corporation 1400 Douglas Street Omaha , NE 68179
Re: Union Pacific Corporation Form 10-K for Fiscal Y ear Ended December 31 , 2013 Filed February 7, 201 4 File No. 001-06075
Dear Mr. Knight :
We have reviewed your filing an d have the following comment s. Our comment s ask you to provide us with information so we may better understand your disclosure s.
Please respond to this letter within ten business days by confirming that you will revise your document in future filings and providing the requested information. If you do not believe our comment s applies to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comment s, we may have additional comments.
Management’s Discussion and Analysis, page 23
Operating Expenses, page 29
Depreciation, page 30
1. We note your disclosure that r ecent depreciation studies allowed you to use longer estimated service lives for certain equipment, which partially offset the impact of a higher deprecia ble asset base resulting from larger capital spending in recent years. Please tell us the equipment for which estimated service lives was changed, the original service lives and the revised service lives, and quantify for us and in future filings the impa ct of such changes on depreciation recognized.
Robert M. Knight, Jr. Union Pacific Corporation April 1 1, 2014 Page 2
Note 14 Debt, page 75
Debt Exchange, page 77
2. We note that you accounted for the exchange of $1,170 million of various outstanding notes and debentures due between 2016 and 2040 for $439 million of 3.646% notes due February 15, 2024 and $700 million of 4.821% notes due February 1, 2044 as a debt excha nge as you believe the exchanged debt instruments are not considered to be substantially different. From the table on page 77, it appears that the term of the various exchanged notes and debentures are different than the terms of the new 3.646% notes due February 15, 2024 and $700 million 4.821% notes due February 1, 2044. Please provide to us your analysis of the exchange under ASC 470 -50-40-10 and 11 to support your conclusion that the exchanged debt instruments are not substantially different.
We urg e 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.
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 not 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 Patrick Kuhn at (202) 551 -3308 or me at (202) 551 -3380 with any questions .
Sincerely,
/s/ Lyn Shenk
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April 1 1, 201 4 Via E -mail Robert M. Knight, Jr. Executive Vice President Finance and Chief Financial Officer Union Pacific Corporation 1400 Douglas Street Omaha , NE 68179 Re: Union Pacific Corporation Form 10-K for Fiscal Y ear Ended December 31 , 2013 Filed February 7, 201 4 File No. 001-06075 Dear Mr. Knight : We have reviewed your filing an d have the following comment s. Our comment s ask you to provide us with information so we may better understand your disclosure s. Please respond to this letter within ten business days by confirming that you will revise your document in future filings and providing the requested information. If you do not believe our comment s applies to your facts and circumstances, please tell us why in your response. After reviewing the information you provide in response to these comment s, we may have additional comments. Management’s Discussion and Analysis, page 23 Operating Expenses, page 29 Depreciation, page 30 1. We note your disclosure that r ecent depreciation studies allowed you to use longer estimated service lives for certain equipment, which partially offset the impact of a higher deprecia ble asset base resulting from larger capital spending in recent years. Please tell us the equipment for which estimated service lives was changed, the original service lives and the revised service lives, and quantify for us and in future filings the impa ct of such changes on depreciation recognized. Robert M. Knight, Jr. Union Pacific Corporation April 1 1, 2014 Page 2 Note 14 Debt, page 75 Debt Exchange, page 77 2. We note that you accounted for the exchange of $1,170 million of various outstanding notes and debentures due between 2016 and 2040 for $439 million of 3.646% notes due February 15, 2024 and $700 million of 4.821% notes due February 1, 2044 as a debt excha nge as you believe the exchanged debt instruments are not considered to be substantially different. From the table on page 77, it appears that the term of the various exchanged notes and debentures are different than the terms of the new 3.646% notes due February 15, 2024 and $700 million 4.821% notes due February 1, 2044. Please provide to us your analysis of the exchange under ASC 470 -50-40-10 and 11 to support your conclusion that the exchanged debt instruments are not substantially different. We urg e 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. 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 not 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 Patrick Kuhn at (202) 551 -3308 or me at (202) 551 -3380 with any questions . Sincerely, /s/ Lyn Shenk Lyn Shenk Branch Chief