Union Pacific : UPC 8-K Filed 08/05/2019

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): August 5, 2019 (July 29, 2019)

UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

Utah	1-6075	13-2626465
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
1400 Douglas Street, Omaha, Nebraska	68179
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: [phone]

N/A

(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-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol	Name of each exchange on which registered
Common Stock (Par Value $2.50 per share)	UNP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b- 2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 8.01 Other Events

On July 29, 2019, Union Pacific Corporation (the "Company") entered into an Underwriting Agreement for the sale of $500,000,000 in aggregate principal amount of its 3.550% Notes due 2039 (the "2039 Notes"); and $500,000,000 in aggregate principal amount of its 3.950% Notes due 2059 (together with the 2039 Notes, the "Notes"). The Company registered the offering of the Notes under the Securities Act of 1933, as amended, pursuant to its shelf registration on Form S-3 (File No. 333-222979). The Notes are issuable pursuant to an Indenture, dated as of April 1, 1999 (herein called the "Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York), as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank), as Trustee.

Attached as Exhibit 1.1 is the Underwriting Agreement (including the Terms Agreement), dated July 29, 2019, between the Company and BofA Securities, Inc.; Citigroup Global Markets Inc.; and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, pursuant to which the Company has agreed to sell, and the underwriters have agreed to purchase, subject to the terms and conditions contained therein, the Notes. Also attached as Exhibit 5.1 is an opinion of John A. Menicucci, Jr., Assistant Secretary of the Company, regarding certain aspects of the legality of the Notes.

Item 9.01 Financial Statements and Exhibits

1. Exhibits:
   1.1. Underwriting Agreement (including Terms Agreement), dated July 29, 2019, between the Company and BofA Securities, Inc.; Citigroup Global Markets Inc.; and Wells Fargo Securities, LLC, as Representatives of the several underwriters named therein.

1. Form of 3.550% Note due 2039.
2. Form of 3.950% Note due 2059.

5.1. Opinion of John A. Menicucci, Jr., Assistant Secretary to the Company regarding certain aspects of the legality of the Notes.

23.1. Consent of John A. Menicucci, Jr. (included as part of Exhibit 5.1).

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: August 5, 2019

UNION PACIFIC CORPORATION

By: /s/ Rhonda S. Ferguson Rhonda S. Ferguson

Executive Vice President, Chief Legal Officer and Corporate Secretary

Exhibit Index

1.1. Underwriting Agreement (including Terms Agreement), dated July 29, 2019, between the Company and BofA Securities, Inc.; Citigroup Global Markets Inc.; and Wells Fargo Securities, LLC, as Representatives of the several underwriters named therein.

1. Form of 3.550% Note due 2039.
2. Form of 3.950% Note due 2059.

5.1. Opinion of John A. Menicucci, Jr., Assistant Secretary to the Company regarding certain aspects of the legality of the Notes.

23.1. Consent of John A. Menicucci, Jr. (included as part of Exhibit 5.1).

Exhibit 1.1

EXECUTION VERSION

UNION PACIFIC CORPORATION

Debt Securities

UNDERWRITING AGREEMENT

1. Introduction.Union Pacific Corporation, a Utah corporation (the "Company"), proposes to issue and sell from time to time certain of its debt securities registered under the registration statement referred to in Section 2(a) ("Registered Securities"). Each series of Registered Securities will be issued under an indenture, between the Company and the trustee named therein, as trustee, in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Registered Securities being determined at the time of sale. Particular series of the Registered Securities will be sold pursuant to a Terms Agreement referred to in Section 3, for resale in accordance with the terms of offering determined at the time of sale.

The Registered Securities involved in any such offering are hereinafter referred to as the "Securities" and the applicable indenture pursuant to which such Securities are issued is hereinafter referred to as the "Indenture". The firm or firms which agree to purchase the Securities are hereinafter referred to as the "Underwriters" of such Securities, and the representative or representatives of the Underwriters, if any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the "Representatives"; provided, however, that if the Terms Agreement does not specify any representative of the Underwriters, the term "Representatives", as used in this Agreement (other than in Sections 2(b), 2(d), 6(b) and 7, and the second sentence of Section 3), shall mean the Underwriters.

2. Representations and Warranties of the Company.The Company represents and warrants to, and agrees with, each Underwriter that:

1. A registration statement, including a prospectus, relating to the Registered Securities has been filed with the Securities and Exchange Commission ("Commission") on Form S-3 (No. 333-222979) on February 12, 2018 and has become effective. "Registration Statement" at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information with respect to such registration statement, that in any case has not been superseded or modified. "Registration Statement" without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B.

For purposes of this Agreement: