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): August 8, 2002 Union Pacific Corporation - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Utah 1-6075 13-2626465 - -------------------------------------------------------------------------------- (STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.) INCORPORATION) 1416 Dodge Street, Omaha, Nebraska 68179 ----------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (402) 271-5777 N/A - -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Item 9. Regulation FD Disclosure. On August 8, 2002, Richard K. Davidson, the Principal Executive Officer of Union Pacific Corporation, and James R. Young, the Principal Financial Officer of Union Pacific Corporation, each delivered sworn statements to the Securities and Exchange Commission as required by the Order Requiring Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (File No. 4-460) issued by the Commission on June 27, 2002. Conformed copies of the sworn statements are attached hereto as Exhibits (99(1) and 99(2)). The information in this report and the exhibits attached hereto are being furnished pursuant to Regulation FD of the Securities Exchange Act of 1934. 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: August 8, 2002 UNION PACIFIC CORPORATION By: /s/ James R. Young ------------------------------------ James R. Young Executive Vice President - Finance
EXHIBIT INDEX
EXHIBIT 99(1) STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Richard K. Davidson, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Union Pacific Corporation, and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K filed with the Commission for the fiscal year ended December 31, 2001, of Union Pacific Corporation; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Union Pacific Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. By: /s/ Richard K. Davidson ---------------------------- Subscribed and sworn to before me this Richard K. Davidson 8th day of August, 2002. Chairman, President and Chief Executive Officer Union Pacific Corporation /s/ Sheryl L. Alvey -------------------------------------- Notary Public Date: August 8, 2002 My Commission Expires: October 28, 2002
EXHIBIT 99(b) STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, James R. Young, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Union Pacific Corporation, and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K filed with the Commission for the fiscal year ended December 31, 2001, of Union Pacific Corporation; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Union Pacific Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing.