Obligation Union Pacific Railroad 3.75% ( US907818DV73 ) en USD

Union Pacific Railroad

100 % ▲

Etas-Unis

US907818DV73 ( en USD )

3.75% par an ( paiement semestriel )

15/03/2024 - Obligation échue

Prospectus brochure de l'obligation Union Pacific US907818DV73 en USD 3.75%, échue

1 000 USD

400 000 000 USD

907818DV7

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

Union Pacific est une grande compagnie ferroviaire américaine qui exploite un vaste réseau dans l'ouest du pays, transportant des marchandises diverses comme des produits agricoles, des produits manufacturés et des matières premières.

L'Obligation émise par Union Pacific Railroad ( Etas-Unis ) , en USD, avec le code ISIN US907818DV73, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2024

L'Obligation émise par Union Pacific Railroad ( Etas-Unis ) , en USD, avec le code ISIN US907818DV73, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Union Pacific Railroad ( Etas-Unis ) , en USD, avec le code ISIN US907818DV73, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-186548

Proposed
Maximum
Aggregate
Amount of

Offering Price

Registration Fee
2.250% Notes due 2019

$300,000,000
$38,640
3.750% Notes due 2024

$400,000,000
$51,520
4.850% Notes due 2044

$300,000,000
$38,640
Total

$128,800

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Prospectus Supplement
(To Prospectus Dated February 8, 2013)

$300,000,000 2.250% Notes due 2019
$400,000,000 3.750% Notes due 2024
$300,000,000 4.850% Notes due 2044

We will pay interest on the 2.250% notes due 2019 (the "2019 notes") on each February 15 and August 15, commencing
August 15, 2014. We will pay interest on the 3.750% notes due 2024 (the "2024 notes") on each March 15 and September 15,
commencing September 15, 2014. We will pay interest on the 4.850% notes due 2044 (the "2044 notes") on each June 15 and
December 15, commencing June 15, 2014. The 2019 notes will mature on February 15, 2019, the 2024 notes will mature on
March 15, 2024 and the 2044 notes will mature on June 15, 2044. We use the term "notes" to refer to the 2019 notes, 2024 notes and
2044 notes, collectively.
We may redeem some or all of each series of notes at any time and from time to time at the applicable redemption prices
described in this prospectus supplement. There is no sinking fund for the notes. See "Description of the Notes" for a description of the
terms of the notes.

Underwriting
Proceeds to

Price to Public(1)
Discount
the Company
Per 2019 Note

99.869%

0.600%

99.269%
Total

$ 299,607,000
$1,800,000
$297,807,000
Per 2024 Note

99.247%

0.650%

98.597%
Total

$ 396,988,000
$2,600,000
$394,388,000
Per 2044 Note

99.373%

0.875%

98.498%
Total

$ 298,119,000
$2,625,000
$295,494,000

(1) Plus accrued interest, if any, from January 10, 2014.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
Delivery of the notes, in book-entry form only through The Depository Trust Company, will be made on or about January 10,
2014.

Joint Book-Running Managers

Senior Co-Managers

BofA Merrill Lynch

J.P. Morgan

Morgan Stanley
Co-Managers

Mitsubishi UFJ Securities
SunTrust Robinson Humphrey

US Bancorp

Wells Fargo Securities
BNY Mellon Capital Markets, LLC

Loop Capital Markets

Mizuho Securities

PNC Capital Markets LLC
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The date of this prospectus supplement is January 7, 2014.

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We are solely responsible for the information contained in this prospectus supplement and the accompanying prospectus. We
have not authorized anyone to provide you with different information. We do not take responsibility for any other information that
others may give you. This prospectus supplement and the accompanying prospectus are not an offer to sell or a solicitation of an offer
to buy the securities in any jurisdiction or under any circumstances in which the offer or sale is unlawful. You should not assume that
the information contained in this prospectus supplement and the accompanying prospectus is accurate as of any date other than the date
of this prospectus supplement or the date of such information.
TABLE OF CONTENTS
Prospectus Supplement

THE COMPANY
S-1

USE OF PROCEEDS
S-1

RATIO OF EARNINGS TO FIXED CHARGES
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DESCRIPTION OF THE NOTES
S-2

UNDERWRITING
S-8

LEGAL MATTERS
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WHERE YOU CAN FIND MORE INFORMATION
S-11
EXPERTS
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Prospectus
About This Prospectus
1

Cautionary Statement Concerning Forward-Looking Statements
1

The Company
2

Risk Factors
2

Ratio Of Earnings To Fixed Charges
3

Use Of Proceeds
3

Description Of Debt Securities
3

Description Of Preferred Stock
12
Description Of Common Stock
15
Description Of Securities Warrants
17
Plan Of Distribution
18
Legal Matters
18
Where You Can Find More Information
18
Incorporation By Reference
19
Experts
20
The terms "Union Pacific," "Company," "we," "us" and "our" used in this prospectus supplement refer to Union Pacific Corporation
(together with its subsidiaries) unless the context otherwise requires.

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THE COMPANY
Union Pacific Corporation owns Union Pacific Railroad Company, its principal operating subsidiary and one of America's most
recognized companies. Union Pacific Railroad Company links 23 states in the western two-thirds of the country by rail, providing a
critical link in the global supply chain. Union Pacific Railroad Company's diversified business mix includes Agricultural Products,
Automotive, Chemicals, Coal, Industrial Products and Intermodal. It offers competitive routes from all major West Coast and Gulf
Coast ports to eastern gateways. Union Pacific Railroad Company serves many of the fastest-growing U.S. population centers,
operates from all major West Coast and Gulf Coast ports to eastern gateways, connects with Canada's rail systems and is the only
railroad serving all six major Mexico gateways.
Our executive offices are located at 1400 Douglas Street, Omaha, Nebraska 68179, and our telephone number is
(402) 544-5000. We will, upon request, provide without charge to each person to whom this prospectus supplement and the
accompanying prospectus are delivered a copy of any or all of the documents incorporated or deemed to be incorporated by reference
into this prospectus supplement or the accompanying prospectus (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents). Written or oral requests should be directed to: Union Pacific
Corporation, 1400 Douglas Street, Omaha, Nebraska 68179, Attention: Corporate Secretary (telephone (402) 544-5000).
USE OF PROCEEDS
We expect to use the net proceeds from this offering for general corporate purposes, including the repurchase of common stock
pursuant to our share repurchase program.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth Union Pacific's ratio of earnings to fixed charges for the periods shown.

Year Ended December 31,
Nine Months Ended

2008 2009 2010 2011
2012 September 30, 2013
Ratio of Earnings to Fixed Charges1
5.9x 4.9x 6.9x 8.4x 10.4x
11.5x

1
The ratio of earnings to fixed charges has been computed on a consolidated basis. Earnings represent income from continuing
operations, less equity earnings net of distributions, plus fixed charges and income taxes. Fixed charges represent interest
charges, amortization of debt discount and the estimated amount representing the interest portion of rental charges.

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DESCRIPTION OF THE NOTES
The following description of the notes offered hereby supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Debt Securities set forth in the accompanying prospectus, to which
description reference is hereby made.
General
The 2019 notes are initially being offered in the principal amount of $300,000,000, will bear interest at 2.250% per annum, and
will mature on February 15, 2019. The 2024 notes are initially being offered in the principal amount of $400,000,000, will bear
interest at 3.750% per annum, and will mature on March 15, 2024. The 2044 notes are initially being offered in the principal amount
of $300,000,000, will bear interest at 4.850% per annum, and will mature on June 15, 2044. Interest on the 2019 notes will be
payable semiannually on February 15 and August 15 of each year, commencing August 15, 2014, to the persons in whose name the
note is registered, subject to certain exceptions as provided in the indenture, at the close of business on the February 1 and August 1,
as the case may be, immediately preceding such February 15 and August 15. Interest on the 2024 notes will be payable semiannually
on March 15 and September 15 of each year, commencing September 15, 2014, to the persons in whose name the note is registered,
subject to certain exceptions as provided in the indenture, at the close of business on the March 1 and September 1, as the case may
be, immediately preceding such March 15 and September 15. Interest on the 2044 notes will be payable semiannually on June 15 and
December 15 of each year, commencing June 15, 2014, to the persons in whose name the note is registered, subject to certain
exceptions as provided in the indenture, at the close of business on the June 1 and December 1, as the case may be, immediately
preceding such June 15 and December 15. We may, without the consent of the holders, increase the principal amount of the notes of
any or all series in the future, on the same respective terms and conditions and with the same respective CUSIP number, as the notes
of the related series being offered hereby. We will not issue any such additional notes unless the further notes are fungible with the
notes of the related series being offered hereby for U.S. federal income tax purposes. Interest on the notes will be paid on the basis of
a 360-day year consisting of twelve 30-day months. The notes will be issued under an indenture dated as of April 1, 1999, between
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, and us.
The notes are senior, unsecured securities and will rank on a parity with all of our other unsecured and unsubordinated
indebtedness. As a holding company, we have no material assets other than our ownership of the common stock of our subsidiaries.
We will rely primarily upon distributions and other amounts received from our subsidiaries to meet the payment obligations under the
notes. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay amounts due
under the notes or otherwise to make any funds available to us. This includes the payment of dividends or other distributions or the
extension of loans or advances. Further, the ability of our subsidiaries to make any payments to us would be dependent upon the terms
of any credit facilities or other debt instruments of the subsidiaries and upon the subsidiaries' earnings, which are subject to various
business and other risks. In a bankruptcy or insolvency proceeding, claims of holders of the notes would be satisfied solely from our
equity interests in our subsidiaries remaining after the satisfaction of claims of creditors of the subsidiaries. Accordingly, the notes
will be effectively subordinated to existing and future liabilities of our subsidiaries to their respective creditors.
Optional Redemption
At any time prior to maturity, in the case of the 2019 notes, December 15, 2023, in the case of the 2024 notes, and December 15,
2043, in the case of the 2044 notes, the notes of the applicable series will be redeemable in whole or in part at any time and from
time to time, at our option, at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed
and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed
(exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-

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day year consisting of twelve 30-day months) at the then-current Treasury Rate, plus 10 basis points, in the case of the 2019 notes, 15
basis points, in the case of the 2024 notes, and 15 basis points, in the case of the 2044 notes, plus, in any case, accrued and unpaid
interest on the principal amount being redeemed to the date of redemption.
At any time on or after December 15, 2023, in the case of the 2024 notes, and December 15, 2043, in the case of the 2044 notes,
the notes of the applicable series will be redeemable in whole or in part at any time and from time to time, at our option, at a
redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest on the principal
amount being redeemed to the date of redemption.
"Treasury Rate" means, with respect to a series of notes, on any redemption date, (i) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption
"Treasury Constant Maturities," for the maturity corresponding to the related Comparable Treasury Issue (if no maturity is within
three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to that
Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity
of the related Comparable Treasury Issue, calculated using a price for that Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the
third Business Day preceding the redemption date.
"Business Day" means any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which
banking institutions and trust companies are open for business in New York, New York.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as
having a maturity comparable to the remaining term ("Remaining Life") of the notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date, the average of the Reference Treasury Dealer
Quotations for such redemption date.
"Independent Investment Banker" means each of Barclays Capital Inc., Citigroup Global Markets Inc. and Credit Suisse
Securities (USA) LLC or their respective successors as appointed by us, or, if such firms are unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of national standing appointed by us.
"Reference Treasury Dealer" means (i) each of Barclays Capital Inc., Citigroup Global Markets Inc. and Credit Suisse
Securities (USA) LLC or their respective successors, provided, however, that if any of the foregoing is not at the time a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), we shall substitute therefor another Primary
Treasury Dealer and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Independent Investment Banker, of the bid and asked prices for the related Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such
Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

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Notice of the redemption will be transmitted to holders of the notes to be redeemed at least 30 and not more than 60 days prior
to the date fixed for redemption. If fewer than all of the notes of a series are to be redeemed, the trustee will select, not more than 60
days prior to the redemption date for that series, the particular notes or portions thereof for redemption from the outstanding notes of
that series not previously called in accordance with the procedures of the applicable depositary or by such method as the trustee
deems fair and appropriate.
Change of Control Repurchase Event
If a change of control repurchase event occurs with respect to a series of notes, unless we have exercised our right to redeem the
notes of that series as described above, we will be required to make an offer to each holder of those notes to repurchase all or any
part (in integral multiples of $1,000) of that holder's notes of the same series at a repurchase price in cash equal to 101% of the
aggregate principal amount of the notes repurchased plus any accrued and unpaid interest on the notes repurchased to, but not
including, the date of repurchase. Within 30 days following a change of control repurchase event with respect to a series of notes or,
at our option, prior to a change of control, but after the public announcement of the change of control, we will mail a notice to each
holder of the notes of such series, with a copy to the trustee, describing the transaction or transactions that constitute or may constitute
the change of control repurchase event and offering to repurchase the notes of that series on the payment date specified in the notice,
which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed
prior to the date of consummation of the change of control, state that the offer to purchase is conditioned on a change of control
repurchase event occurring as to that series of notes on or prior to the payment date specified in the notice. We will comply with the
requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other securities
laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes
as a result of a change of control repurchase event. To the extent that the provisions of any securities laws or regulations conflict with
the change of control repurchase event provisions of the notes, we will comply with the applicable securities laws and regulations
and will not be deemed to have breached our obligations under the change of control repurchase event provisions of the notes by
virtue of such conflict.
On the repurchase date following a change of control repurchase event with respect to a series of notes, we will, to the extent
lawful:

(1) accept for payment all notes or portions of notes of such series properly tendered pursuant to our offer;

(2) deposit with the trustee an amount equal to the aggregate purchase price in respect of all notes or portions of notes of such

series properly tendered; and

(3) deliver or cause to be delivered to the trustee the notes of such series properly accepted, together with an officers'
certificate stating the aggregate principal amount of notes being purchased by us and that all conditions precedent provided

for in the indenture to the repurchase offer and to the repurchase by us of notes of such series pursuant to the repurchase
offer have been complied with.
The trustee will promptly mail to each holder of notes properly tendered the purchase price for the notes, and the trustee will
promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note of the same series equal in
principal amount to any unpurchased portion of any notes surrendered; provided that each new note will be in a principal amount of
an integral multiple of $1,000.
We will not be required to make an offer to repurchase the notes of a series upon a change of control repurchase event with
respect to such series if a third party makes such an offer in the manner, at the times and otherwise in compliance with the
requirements for an offer made by us and such third party purchases all notes of such series properly tendered and not withdrawn
under its offer.

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For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:
"below investment grade ratings event" means, with respect to a series of notes, on any day within the 60-day period (which
period shall be extended so long as the rating of that series of notes is under publicly announced consideration for a possible
downgrade by any of the rating agencies) after the earlier of (1) the occurrence of a change of control; or (2) public notice of the
occurrence of a change of control or the intention by Union Pacific to effect a change of control, that series of notes is rated below
investment grade by each of the rating agencies. Notwithstanding the foregoing, a below investment grade ratings event otherwise
arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular change of control
(and thus shall not be deemed a below investment grade ratings event for purposes of the definition of change of control repurchase
event hereunder) if the rating agencies making the reduction in rating to which this definition would otherwise apply do not announce
or publicly confirm or inform the trustee in writing at our request that the reduction was the result, in whole or in part, of any event or
circumstance comprised of or arising as a result of, or in respect of, the applicable change of control (whether or not the applicable
change of control shall have occurred at the time of the ratings event).
"change of control" means the consummation of any transaction (including, without limitation, any merger or consolidation) the
result of which is that any "person" or "group" (as those terms are used in Section 13(d)(3) of the Exchange Act), other than Union
Pacific or our subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of more than 50% of the combined voting power of our voting stock or other voting stock into which our voting stock is
reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares.
"change of control repurchase event" means, with respect to a series of notes, the occurrence of both a change of control and a
below investment grade ratings event.
"investment grade" means a rating of Baa3 or better by Moody's (or its equivalent under any successor rating categories of
Moody's); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent
investment grade credit rating from any additional rating agency or rating agencies selected by us.
"Moody's" means Moody's Investors Service, Inc. and its successors.
"rating agency" means (1) each of Moody's and S&P; and (2) if either of Moody's or S&P ceases to rate a series of notes or
fails to make a rating of those notes publicly available for reasons outside of our control, a "nationally recognized statistical rating
organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by us (as certified by a resolution of
our board of directors) as a replacement agency for Moody's or S&P, or both of them, as the case may be.
"S&P" means Standard & Poor's Ratings Services, a division of McGraw-Hill, Inc., and its successors.
"voting stock" of any specified "person" (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the
capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
The change of control repurchase event feature of the notes may in certain circumstances make more difficult or discourage a
sale or takeover of Union Pacific and, thus, the removal of incumbent management. We could, in the future, enter into certain
transactions, including asset sales, acquisitions, refinancings or other recapitalizations, that would not constitute a change of control
repurchase event under the notes, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our
capital structure or credit ratings on the notes.

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We may not have sufficient funds to repurchase all of the notes upon a change of control repurchase event.
Sinking Fund
There is no provision for a sinking fund for the notes.
Defeasance
Under certain circumstances, we will be deemed to have discharged the entire indebtedness on all of the outstanding notes of a
series by defeasance. See "Description of Debt Securities--Defeasance of the Indentures and Debt Securities" in the accompanying
prospectus for a description of the terms of any such defeasance and the tax consequences thereof. The provisions of Section 403 of
the indenture relating to defeasance and discharge of indebtedness will apply to the notes.
Book-Entry System
The notes of each series will be issued in the form of one or more fully registered Global Securities that will be deposited with,
or on behalf of, The Depository Trust Company ("DTC" or the "Depository") and registered in the name of the Depository's nominee.
Upon the issuance of a Global Security, the Depository will credit, on its book-entry registration and transfer system, the
principal amount of the notes represented by such Global Security to the accounts of institutions that have accounts with the
Depository or its nominee ("Participants"). The accounts to be credited will be designated by the underwriters, dealers or agents.
Ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only
through, records maintained by the Depository (with respect to Participants' interests), the Participants and others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial relationship with Participants, either directly or
indirectly ("indirect participants"). The laws of some states may require that certain persons take physical delivery in definitive
form of securities which they own. Consequently, such persons may be prohibited from purchasing beneficial interests in a Global
Security from any beneficial owner or otherwise.
So long as the Depository's nominee is the registered owner of a Global Security, such nominee for all purposes will be
considered the sole owner or holder of the notes represented by such Global Security for all purposes under the indenture. Except as
provided below, owners of beneficial interests in a Global Security will not be entitled to have any of the notes represented by such
Global Security registered in their names, will not receive or be entitled to receive physical delivery of the notes of the related series
in definitive form and will not be considered the owners or holders thereof under the indenture. Accordingly, each person owning a
beneficial interest in a Global Security must rely on the procedures of the Depository and, if such person is not a Participant, on the
procedures of the Participant and, if applicable, the indirect participant, through which such person owns its interest, to exercise any
rights of a holder under the indenture. We understand that under existing practice, in the event that we request any action of the holders
or a beneficial owner desires to take any action a holder is entitled to take, the Depository would act upon the instructions of, or
authorize, the Participant to take such action.
We expect that the Depository or its nominee, upon receipt of any payment of principal or interest, will immediately credit the
accounts of the Participants with such payments in amounts proportionate to their respective beneficial interests in the principal
amount of such Global Security as shown on the records of the Depository or such nominee.
If DTC is at any time unwilling, unable or ineligible to continue as depositary for a Global Security and a successor depositary
is not appointed by the Company within 90 days, we will issue certificated notes of the related series in definitive form in exchange
for such Global Security. In addition, we may at any time determine

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