Union Pacific : UPC 8-K Filed 03/10/2020

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): March 10, 2020 (March 10, 2020)

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 7.01 Regulation FD Disclosure.

On March 10, 2020, Union Pacific Corporation (the Company) announced its intention to set science-based targets to determine how much and how quickly the Company will reduce greenhouse gas (GHG) emissions to support global climate change goals. The Company submitted a commitment letter to the Science Based Targets Initiative (SBTi), which independently assesses corporate emissions reduction targets in line with what climate scientists say is needed to meet the Paris Agreement goals - limiting global warming to well below 2°C above pre-industrial levels.

The Company issued a press release regarding its intention, which is attached hereto as Exhibit 99.1.

This Form 8-K and the press release referred to herein contain forward-looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward-looking statements also generally include, without limitation, information or statements regarding: projections, predictions, expectations, estimates or forecasts as to the Company's and its subsidiaries' business, financial, and operational results, and future economic performance; and management's beliefs, expectations, goals, and objectives and other similar expressions concerning matters that are not historical facts.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times that, or by which, such performance or results will be achieved. Forward-looking information, including expectations regarding operational and financial improvements and the Company's future performance or results are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statement. Important factors, including risk factors, could affect the Company's and its subsidiaries' future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements. Information regarding risk factors and other cautionary information are available in the Company's Annual Report on Form 10-K for 2019, which was filed with the SEC on February 7, 2020. The Company updates information regarding risk factors if circumstances require such updates in its periodic reports on Form 10-Q and its subsequent Annual Reports on Form 10-K (or such other reports that may be filed with the SEC).

Forward-looking statements speak only as of, and are based only upon information available on, the date the statements were made. The Company assumes no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward- looking statements. References to our website are provided for convenience and, therefore, information on or available through the website is not, and should not be deemed to be, incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

1. Exhibits.
   99.1 Press Release of Union Pacific Corporation, dated March 10, 2020.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: March 10, 2020

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 Pledges Science-Based Targets to Reduce Emissions for a More Sustainable Future

FOR IMMEDIATE RELEASE

OMAHA, Neb., March 10, 2020 - Union Pacific today announced its intention to set science-based targets to determine how much and how quickly the company will reduce greenhouse gas (GHG) emissions to support global climate change goals. A commitment letter was submitted to the Science Based Targets Initiative (SBTi), which independently assesses corporate emissions reduction targets in line with what climate scientists say is needed to meet the Paris Agreement goals - limiting global warming to well below 2°C above pre-industrial levels.

"As one of the nation's largest freight railroads, it is our responsibility to act as environmental stewards, reducing emissions and enabling sustainable economic growth across our supply chain," said Chairman, President and CEO Lance Fritz. "This is a challenging task as it means examining every aspect of our operation and looking for innovative solutions while continuing to create long-term value for our shareholders, customers, employees and the communities where we operate."

The company's target will use the SBTi's Sectoral Decarbonization Approach Transport tool, which models targets for direct and indirect transportation emissions. Union Pacific anticipates finalizing its target and submitting it for approval to the SBTi within a year.

While Union Pacific works to further reduce its environmental footprint, it is important to note railroads already are one of the most fuel efficient means of transportation. Moving freight by rail instead of truck reduces GHG emissions by up to 75%. On average, Union Pacific moves a ton of freight 444 miles on a single gallon of diesel fuel.

ABOUT UNION PACIFIC

Union Pacific Railroad is the principal operating company of Union Pacific Corporation (NYSE: UNP). One of America's most recognized companies, Union Pacific Railroad connects 23 states in the western two-thirds of the country by rail, providing a critical link in the global supply chain. The railroad's diversified business mix is classified into its Bulk, Industrial and Premium business groups. Union Pacific serves many of the fastest-growing U.S. population centers, operates from all major West Coast and Gulf Coast ports to eastern gateways, connects with Canada's rail systems and is the only railroad serving all six major Mexico gateways. Union Pacific provides value to its roughly 10,000 customers by delivering products in a safe, reliable, fuel-efficient and environmentally responsible manner.

Union Pacific Media Contact: Kristen South at 402-544-3435 or [e-mail]

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