UNION PACIFIC CORPORATION (NYSE:UNP) Files An 8-K Other Events
Item 8.01 Other Events

On June 5, 2018, Union Pacific Corporation (the “Company”) entered into an Underwriting Agreement for the sale of $600,000,000 in aggregate principal amount of its 3.200% Notes due 2021 (the “2021 Notes”); $650,000,000 in aggregate principal amount of its 3.500% Notes due 2023 (the “2023 Notes”); $500,000,000 in aggregate principal amount of its 3.750% Notes due 2025 (the “2025 Notes”); $1,500,000,000 in aggregate principal amount of its 3.950% Notes due 2028 (the “2028 Notes”); $750,000,000 in aggregate principal amount of its 4.375% Notes due 2038 (the “2038 Notes”); $1,500,000,000 in aggregate principal amount of its 4.500% Notes due 2048 (the “2048 Notes”); and $500,000,000 in aggregate principal amount of its 4.800% Notes due 2058 (the “2058 Notes”) (the “2058 Notes” and, together with the 2021 Notes, 2023 Notes, 2025 Notes, 2028 Notes, 2038 Notes, and 2048 Notes, the “Notes”).The Company registered the offering of the Notes under the Securities Act of 1933, as amended, to its shelf registration on Form S-3 (File No. 333-222979).The Notes are issuable to an Indenture, dated as of April1, 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 June 5, 2018, between the Company and Barclays Capital Inc., Citigroup Global Markets Inc.; Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated;and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, 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 Exhibit5.1 is an opinion of James J. Theisen, Jr., Vice President Corporate Law & Compliance of the Company, regarding certain aspects of the legality of the Notes.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

1.1.Underwriting Agreement (including Terms Agreement), dated June 5, 2018, between the Company and Barclays Capital Inc.; Citigroup Global Markets Inc.; Credit Suisse Securities (USA) LLC; J. P. Morgan Securities LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; and Morgan Stanley & Co. LLC, as Representatives of the several underwriters named therein.

4.1.Form of 3.200% Note due 2021.

4.2.Form of 3.500% Note due 2023.

4.3.Form of 3.750% Note due 2025.

4.4.Form of 3.950% Note due 2028.

4.5.Form of 4.375% Note due 2038.

4.6.Form of 4.500% Note due 2048.

4.7.Form of 4.800% Note due 2058.

5.1.Opinion of James J. Theisen, Jr., Vice President Corporate Law & Compliance to the Company regarding certain aspects of the legality of the Notes.

23.1.Consent of James J. Theisen, Jr. (included as part of Exhibit 5.1).

UNION PACIFIC CORP Exhibit
EX-1.1 2 unp-20180608xex1_1.htm EX-1.1 Ex 1.1 Exhibit 1.1 EXECUTION VERSION   UNION PACIFIC CORPORATION Debt Securities  UNDERWRITING AGREEMENT 1.Introduction.  Union Pacific Corporation,…
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About UNION PACIFIC CORPORATION (NYSE:UNP)

Union Pacific Corporation operates through its principal operating company, Union Pacific Railroad Company. Union Pacific Railroad Company links approximately 20 states in the western two-thirds of the country by rail, providing link in the supply chain. The Company’s business mix includes agricultural products, automotive, chemicals, coal, industrial products and intermodal. The Company operates from West Coast and Gulf Coast ports to eastern gateways, connects with Canada’s rail systems and serves approximately six Mexico gateways. The Company is a Class I railroad operating in the United States. The Company’s network includes approximately 32,080 route miles, linking Pacific Coast and Gulf Coast ports with the Midwest and Eastern United States gateways and providing several corridors to Mexican gateways. The Company owns approximately 26,060 miles and operates on the remainder pursuant to trackage rights or leases.