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): September 19, 2017 (September 12, 2017)





UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)









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):





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 September 12, 2017, Union Pacific Corporation (the “Company”) entered into an Underwriting Agreement for the sale of $500,000,000 in aggregate principal amount of its 3.600% Notes due 2037 (the “2037 Notes”) and $500,000,000 in aggregate principal amount of its 4.100% Notes due 2067 (the “2067 Notes”) (the “2067 Notes” and, together with the 2037 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. 333-201958).  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 September 12, 2017, between the Company and Barclays Capital Inc.; Citigroup Global Markets Inc.; Credit Suisse Securities (USA) LLC; and Morgan Stanley & Co. 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 James J. Theisen, Jr., Associate General Counsel to the Company, regarding certain aspects of the legality of the Notes.



Item 9.01 Financial Statements and Exhibits



(d) Exhibits:





4.1.Form of 3.600% Note due 2037.



4.2.Form of 4.100% Note due 2067.



5.1.Opinion of James J. Theisen, Jr., Associate General Counsel 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).

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: September 19, 2017







Exhibit Index



1.1.Underwriting Agreement (including Terms Agreement), dated September 12, 2017, between the Company and Barclays Capital Inc.; Citigroup Global Markets Inc.; Credit Suisse Securities (USA) LLC; and Morgan Stanley & Co. LLC, as Representatives of the several underwriters named therein.



4.1.Form of 3.600% Note due 2037.



4.2.Form of 4.100% Note due 2067.



5.1.Opinion of James J. Theisen, Jr., Associate General Counsel 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).