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, 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 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, 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., Vice President Corporate Law & Compliance of the Company, regarding certain aspects of the legality of the Notes.