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): November 4, 2019 (November 4, 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: (402) 544-5000

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 November 4, 2019, Union Pacific Corporation issued two press releases regarding its private offer to exchange certain of its outstanding debt securities for new debt securities and cash. A copy of each press release is filed herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated by reference in this current report.

Item 9.01 Financial Statements and Exhibits.

  1. Exhibits.
    1. Press Release of Union Pacific Corporation, dated November 4, 2019.
    2. Press Release of Union Pacific Corporation, dated November 4, 2019.

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: November 4, 2019

UNION PACIFIC CORPORATION

By: /s/ Rhonda S. Ferguson

Rhonda S. Ferguson

Executive Vice President, Chief Legal Officer

and Corporate Secretary

Exhibit 99.1

UNION PACIFIC CORPORATION ANNOUNCES

RESULTS TO DATE OF EXCHANGE OFFERS AND

INCREASE IN SIZE OF EXCHANGE OFFERS LIMIT

FOR IMMEDIATE RELEASE

Omaha, Neb. - November 4, 2019 - Union Pacific Corporation (NYSE:UNP; and "Union Pacific" or the "Corporation") today announced (a) the early results of its private offers to exchange certain of its outstanding notes and debentures referenced in the table below for a combination of new notes due 2060 (the "New Notes") and cash (the "Exchange Offers") and (b) an amendment to the Exchange Offers to increase the Exchange Offers Limit (as defined below) from $1,500,000,000 to $1,790,000,000. The outstanding notes and debentures to be exchanged pursuant to the Exchange Offers are collectively referred to as the "Existing Notes."

On October 21, 2019, Union Pacific commenced eighteen separate Exchange Offers to eligible holders in an amount that requires no more than $1,500,000,000 of New Notes to be issued pursuant to the Exchange Offers (the "Exchange Offers Limit"), subject to the applicable priorities and limitations as set forth in Union Pacific's offering memorandum dated October 21, 2019 (the "Offering Memorandum") and related letter of transmittal.

The approximate principal amount of the Existing Notes validly tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York City time, on November 1, 2019 (the "Early Exchange Date"), based on information provided by the exchange agent to Union Pacific, is $3,417,693,000, as described in greater detail in the table below. The amount of outstanding Existing Notes validly tendered and not validly withdrawn as of the Early Exchange Date exceeded the minimum condition that Union Pacific receive valid tenders of Existing Notes, not validly withdrawn, that require the issuance of at least $500 million aggregate principal amount of New Notes in accordance with the terms of the Exchange Offers.

The table below shows the principal amount of each series of Existing Notes that has been tendered and not validly withdrawn pursuant to the Exchange Offers as of the Early Exchange Date.

Approximate

Aggregate

Principal Amount

Principal

Acceptance

Tendered for

Amount

Exchange as of

Outstanding

Priority

Early Exchange

CUSIP Number

Title of Series

(mm)

Level

Date

907818DE5

5.780% Notes due 2040

$85

1

$636,000

907818DF2

907818CU0

6.250% Debentures due 2034

$179

2

$19,004,000

907818CX4

6.150% Debentures due 2037

$110

3

$9,815,000

907818DS4

4.821% Notes due 2044

$327

4

$127,846,000

907818DT2

907818CS5

5.375% Debentures due 2033

$185

5

$35,059,000

907818DJ4

4.750% Notes due 2041

$325

6

$87,179,000

907818DX3

4.850% Notes due 2044

$146

7

$61,574,000

1

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UP - Union Pacific Corporation published this content on 04 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 November 2019 22:04:15 UTC