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UNP > SEC Filings for UNP > Form 8-K on 15-Mar-2013All Recent SEC Filings

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Form 8-K for UNION PACIFIC CORP


15-Mar-2013

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events

On March 12, 2013, Union Pacific Corporation (the "Company") entered into an Underwriting Agreement for the sale of $325,000,000 in aggregate principal amount of its 2.750% Notes due 2023 (the "2023 Notes") and $325,000,000 in aggregate principal amount of its 4.250% Notes due 2043 (with the 2023 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. 333-186548) (the "Registration Statement"). The Notes are issuable pursuant to an Indenture dated as of December 20, 1996 between the Company and Wells Fargo Bank, National Association, as successor to Citibank, N.A., as trustee.

Attached as Exhibit 1.1 is the Underwriting Agreement, dated March 12, 2013, between the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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:

1.1. Underwriting Agreement (including Terms Agreement), dated March 12, 2013, between the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representatives of the several underwriters relating to $325,000,000 in aggregate principal amount of the Company's 2.750% Notes due 2023 and $325,000,000 in aggregate principal amount of the Company's 4.250% Notes due 2043.

4.1. Form of 2.750% Note due 2023.

4.2 Form of 4.250% Note due 2043.

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).


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