SecProbe.io

September 23, 2019
Robert M. Knight, Jr.
Chief Financial Officer
Union Pacific Corporation
1400 Douglas Street
Omaha, Nebraska 68179
Re:Union Pacific Corporation
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 8, 2019
File No. 001-06075
Dear Mr. Knight, Jr.:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 23
1.We note per the Chairman's Letter that 1,200 locomotives and approximately 30,000
freight cars have been removed from your network since August 2018.  We also note per
your recent investor presentation that there are approximately 2,150 locomotives being
stored as of June 30, 2019.  Please tell us your consideration of discussing the extent of
utilization of your locomotives and freight cars in the filing pursuant to paragraph (1) of
the Instructions to Item 102 of Regulation S-K.  Additionally, tell us how this current level
of excess capacity compares to prior periods.
2.We note that your presentation of EBITDA on page 33 includes items other than earnings
before interest, taxes, depreciation and amortization.  Please revise your presentation or
re-label the measure here and when the measure is presented in other filings.  See the
Staff's Compliance & Disclosure Interpretations ("C&DIs") on Non-GAAP Financial

 FirstName LastNameRobert M. Knight, Jr.
 Comapany NameUnion Pacific Corporation
 September 23, 2019 Page 2
 FirstName LastName
Robert M. Knight, Jr.
Union Pacific Corporation
September 23, 2019
Page 2
Measures, Question 103.01.
Note 2: Significant Accounting Policies, Revenue Recognition, page 50
3.We note that you provide some of your customers incentives for meeting or exceeding
specified cumulative volumes or shipping to and from specific locations.  Please tell us if
you consider the volume-based rebates as variable consideration and, if so, which method
you used to estimate the amount of variable consideration (projected future shipments)
pursuant to ASC 606-10-32-8.  Revise to disclose this method in accordance with ASC
606-10-50-20(a).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Theresa Brillant at 202-551-3307 or Lyn Shenk at 202-551-3380 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure