Obligation Union Pacific Railroad 3.25% ( US907818ED66 ) en USD

Société émettrice Union Pacific Railroad
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US907818ED66 ( en USD )
Coupon 3.25% par an ( paiement semestriel )
Echéance 15/08/2025 - Obligation échue



Prospectus brochure de l'obligation Union Pacific US907818ED66 en USD 3.25%, échue


Montant Minimal 1 000 USD
Montant de l'émission 500 000 000 USD
Cusip 907818ED6
Notation Standard & Poor's ( S&P ) A- ( Qualité moyenne supérieure )
Notation Moody's A3 ( Qualité moyenne supérieure )
Description détaillée 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.

Cet article fournit une analyse détaillée d'une émission obligataire de type "corporate bond" émise par Union Pacific, l'une des principales compagnies ferroviaires de fret en Amérique du Nord. L'instrument financier étudié est une obligation identifiée par le code ISIN US907818ED66 et le code CUSIP 907818ED6, émise par Union Pacific aux États-Unis. Cette obligation est actuellement cotée à 100% de sa valeur nominale sur le marché, ce qui indique qu'elle se négocie au pair. Libellée en Dollars Américains (USD), elle offre un taux d'intérêt annuel fixe de 3,25%. La maturité de cette obligation est fixée au 15 août 2025, et les paiements d'intérêts sont effectués à une fréquence semestrielle (2 fois par an). La taille totale de l'émission représente un montant significatif de 500 000 000 USD, tandis que la taille minimale d'achat pour les investisseurs est de 1 000 USD. En tant qu'émetteur, Union Pacific Corporation (NYSE: UNP) est une entité fondée en 1862, opérant le plus grand réseau ferroviaire des États-Unis, reliant 23 États de l'ouest du pays à des ports majeurs et des points d'échange intermodaux. Son activité principale consiste à transporter une vaste gamme de produits, incluant des produits agricoles, des automobiles, des produits chimiques, du charbon, des matériaux industriels et des marchandises intermodales, positionnant l'entreprise comme un acteur stratégique et essentiel dans l'infrastructure de transport américaine. La qualité de crédit de Union Pacific est reconnue par les principales agences de notation : elle a reçu une notation 'A-' de Standard & Poor's (S&P) et 'A3' de Moody's, des notations qui se situent toutes deux dans la catégorie 'Investment Grade', signalant une faible probabilité de défaut et un profil de risque relativement modéré pour les investisseurs.







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Proposed
Maximum
Aggregate
Amount of


Offering Price

Registration Fee
3.250% Notes due 2025

$200,000,000

$20,140
4.050% Notes due 2045

$500,000,000

$50,350
4.375% Notes due 2065

$400,000,000

$40,280
Total


$110,770


Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-201958

Prospectus Supplement
(To Prospectus Dated February 9, 2015)
$1,100,000,000

$200,000,000 3.250% Notes due 2025
$500,000,000 4.050% Notes due 2045
$400,000,000 4.375% Notes due 2065


We will pay interest on the 3.250% notes due 2025 (the "2025 notes") semi-annually in arrears on each August 15 and February 15,
commencing February 15, 2016. We will pay interest on the 4.050% notes due 2045 (the "2045 notes") semi-annually in arrears on each May 15
and November 15, commencing May 15, 2016. We will pay interest on the 4.375% notes due 2065 (the "2065 notes") semi-annually in arrears on
each May 15 and November 15, commencing May 15, 2016. The 2025 notes will mature on August 15, 2025, the 2045 notes will mature on
November 15, 2045 and the 2065 notes will mature on November 15, 2065. We use the term "notes" to refer to the 2025 notes, the 2045 notes and
the 2065 notes, collectively.
The 2025 notes offered hereby form a part of the series of our currently outstanding 3.250% notes due 2025 and have the same terms as the
existing notes of this series issued by us on June 19, 2015 (the "existing 2025 notes"). The 2025 notes will have the same CUSIP number as the
existing 2025 notes and will trade interchangeably with the existing 2025 notes immediately upon settlement. The 2025 notes offered hereby and
the existing 2025 notes previously issued by us will constitute a single series under the indenture for all purposes. Upon issuance of the 2025 notes,
the aggregate principal amount outstanding of our 3.250% notes due 2025 will be $500 million.
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.

Proceeds to
Price to
Underwriting
the Company before


Public(1)


Discount


expenses

Per 2025 Note


101.956%

0.650%

101.306%
Total

$203,912,000
$ 1,300,000
$
202,612,000
Per 2045 Note


99.533%

0.875%

98.658%
Total

$497,665,000
$ 4,375,000
$
493,290,000
Per 2065 Note


96.043%

0.875%

95.168%
Total

$384,172,000
$ 3,500,000
$
380,672,000

(1)
Plus accrued interest (1) with respect to the 2025 notes, totaling $2,347,222.22 (accrued from June 19, 2015, the date of original issuance of
the $300,000,000 of 3.250% notes due 2025, to October 29, 2015), to be paid by the purchasers to the issuer, and (2) with respect to the
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notes, from October 29, 2015.
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 October 29, 2015.


Joint Book-Running Managers

Barclays

BofA Merrill Lynch

Citigroup

Credit Suisse
Senior Co-Managers

J.P. Morgan


Morgan Stanley
Co-Managers

MUFG
SunTrust Robinson Humphrey
US Bancorp

Wells Fargo Securities
BNY Mellon Capital Markets, LLC
Loop Capital Markets

Mizuho Securities

PNC Capital Markets LLC
The date of this prospectus supplement is October 26, 2015.
Table of Contents
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-2
RATIO OF EARNINGS TO FIXED CHARGES
S-2
DESCRIPTION OF THE NOTES
S-3
UNITED STATES TAXATION
S-9
UNDERWRITING
S-10
LEGAL MATTERS
S-12
WHERE YOU CAN FIND MORE INFORMATION
S-13
EXPERTS
S-14
Prospectus

About This Prospectus
1
Cautionary Statement Concerning Forward-Looking Statements
2
The Company
2
Risk Factors
3
Ratio of Earnings to Fixed Charges
3
Use of Proceeds
4
Description of Debt Securities
4
Description of Preferred Stock
13
Description of Common Stock
17
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Description of Securities Warrants
19
Plan of Distribution
20
Legal Matters
20
Where You Can Find More Information
20
Incorporation By Reference
21
Experts
21
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).

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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

2010 2011
2012
2013
2014 September 30, 2015
Ratio of Earnings to Fixed Charges1
6.9x 8.4x 10.4x 11.8x 13.5x
12.0x

1
The ratio of earnings to fixed charges has been computed on a consolidated basis. Earnings represent net income, 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 2025 notes are initially being offered in the principal amount of $200,000,000, will bear interest at 3.250% per annum, and will mature
on August 15, 2025. The 2045 notes are initially being offered in the principal amount of $500,000,000, will bear interest at 4.050% per annum,
and will mature on November 15, 2045. The 2065 notes are initially being offered in the principal amount of $400,000,000, will bear interest at
4.375% per annum, and will mature on November 15, 2065. Interest on the 2025 notes will be payable semi-annually on August 15 and
February 15 of each year, commencing on February 15, 2016, 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 August 1 and February 1, as the case may be (whether or not a Business Day), immediately
preceding such August 15 and February 15. Interest on the 2045 notes will be payable semi-annually on May 15 and November 15 of each year,
commencing on May 15, 2016, 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 May 1 and November 1, as the case may be (whether or not a Business Day), immediately preceding such May 15 and
November 15. Interest on the 2065 notes will be payable semi-annually on May 15 and November 15 of each year, commencing on May 15, 2016,
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 May 1
and November 1, as the case may be (whether or not a Business Day), immediately preceding such May 15 and November 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
(except for the price to public, issue date and, if applicable, the initial interest payment date), 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.
We previously issued $300 million aggregate principal amount of 3.250% notes due 2025 (the "existing 2025 notes"), all of which will
remain outstanding following this offering. The 2025 notes will form a part of the series of the existing 2025 notes and will have the same terms as
the existing 2025 notes. The 2025 notes will have the same CUSIP number as the existing 2025 notes and will trade interchangeably with the
existing 2025 notes immediately upon settlement. The 2025 notes and the existing 2025 notes will constitute a single series under the indenture for
all purposes. Upon issuance of the 2025 notes, the aggregate principal amount outstanding of our 3.250% Senior Notes due 2025 will be $500
million. Unless the context requires otherwise, for all purposes of the indenture and this "Description of the Notes," references to the notes include
the 2025 notes and the existing 2025 notes.
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

S-3
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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 May 15, 2025, in the case of the 2025 notes, May 15, 2045, in the case of the 2045 notes and May 15, 2065, in the case
of the 2065 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 that would be due if such series of notes matured on the Par
Call Date (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360
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day year consisting of twelve 30-day months) at the then-current Treasury Rate, plus 15 basis points, in the case of the 2025 notes, 20 basis points,
in the case of the 2045 notes, and 30 basis points, in the case of the 2065 notes, plus, in any case, accrued and unpaid interest on the principal
amount of such notes being redeemed to the date of redemption.
At any time on or after May 15, 2025, in the case of the 2025 notes, May 15, 2045, in the case of the 2045 notes and May 15, 2065, in the
case of the 2065 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 of
such notes 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 (as defined below), 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 semi-annual
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 applicable series of notes to be redeemed (assuming, for this purpose, that such series
of notes matured on the applicable Par Call Date) 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, (a) with respect to the 2025 notes, each of J.P. Morgan Securities LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Wells Fargo Securities, LLC or their respective successors as appointed by us, and (b) with respect to the 2045
notes and the 2065 notes, each of Barclays

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Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated or their
respective successors as appointed by us, or, in the case of clauses (a) and (b) above, if such firms are unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national standing appointed by us.
"Par Call Date" means, with respect to the 2025 notes, May 15, 2025, the date that is three months prior to the maturity date of the 2025
notes; with respect to the 2045 notes, May 15, 2045, the date that is six months prior to the maturity date of the 2045 notes; and, with respect to the
2065 notes, May 15, 2065, the date that is six months prior to the maturity date of the 2065 notes.
"Reference Treasury Dealer" means (a) with respect to the 2025 notes, each of (i) J.P. Morgan Securities LLC and Merrill Lynch, Pierce,
Fenner & Smith Incorporated or their respective successors and (ii) a Primary Treasury Dealer (as defined herein) selected by Wells Fargo
Securities, LLC or its successor; (b) with respect to the 2045 notes and the 2065 notes, each of (i) Barclays Capital Inc., Citigroup Global Markets
Inc., Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated or their respective successors; provided,
however, that in the case of clauses (a) and (b) above, 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 (c) 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.,
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New York City time, on the third Business Day preceding such redemption date.
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 for redemption by such method as the trustee deems fair and appropriate; provided that if the notes of a series are represented by one or more
global securities, beneficial interests in such notes will be selected for redemption by the applicable depositary in accordance with its standard
procedures therefor.
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

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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.
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
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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.

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"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.
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
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("Participants"). The accounts to be credited will be designated by the underwriters, dealers or agents. Ownership of beneficial interests in a
Global Security

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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 not to have a series of notes represented by a Global Security, and, in such event, will issue
(subject to the procedures of the depositary) certificated notes of the related series in definitive form in exchange for such Global Security. In
either instance, an owner of a beneficial interest in a Global Security will be entitled to physical delivery of certificated notes of the related series
in definitive form equal in principal amount to such beneficial interest in such Global Security and to have such certificated notes registered in its
name. Certificated notes so issued in definitive form will be issued in denominations of $1,000 and integral multiples thereof and will be issued in
registered form only, without coupons.
See "Description of Debt Securities" in the accompanying prospectus for additional information concerning the notes, the indenture and the
book-entry system.

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UNITED STATES TAXATION
Qualified Reopening
The 2025 notes offered hereby will be issued in a "qualified reopening" of the existing 2025 notes for U.S. federal income tax purposes.
Accordingly, the 2025 notes offered hereby will be considered to have the same issue date and issue price as the existing 2025 notes.
Pre-issuance Accrued Interest
A portion of the price paid for the 2025 notes offered hereby is allocable to interest that accrued prior to the date such notes were purchased
(the "pre-issuance accrued interest"). On the first interest payment date, a portion of the interest received in an amount equal to the pre-issuance
accrued interest will be treated as a return of the pre-issuance accrued interest and not as a payment of interest on such notes. The amount treated
as a return of pre-issuance accrued interest is not taxable when received but reduces the holder's tax basis in such notes by a corresponding amount
(in the same manner as would a payment of principal).
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424B5
Amortizable Premium
For U.S. federal income tax purposes, the 2025 notes offered hereby will be considered to be issued at par, even though, considered
separately, such notes will be issued at a premium equal to the excess of the offering price of such notes (excluding pre-issuance accrued interest)
over their principal amount.
Generally, a holder that is a "United States person" within the meaning of the Internal Revenue Code of 1986, as amended (a "U.S. Holder"),
may elect to amortize such premium as an offset to stated interest income in respect of the 2025 notes offered hereby, using a constant yield
method prescribed under applicable Treasury regulations, over the remaining term of such notes, subject to certain limitations. If a U.S. Holder
elects to amortize the premium, such U.S. Holder must reduce the basis in such notes by the amount of the aggregate amortization deductions
allowable for the premium.
If a U.S. Holder makes an election to amortize bond premium, it will apply to all debt instruments, other than debt instruments the interest on
which is excludible from gross income, that it owns at the beginning of the first taxable year to which the election applies, and to all debt
instruments that it thereafter acquires. A U.S. Holder may not revoke an election to amortize bond premium without the consent of the Internal
Revenue Service. If a U.S. Holder does not elect to amortize the premium, that premium will decrease the gain or increase the loss that would
otherwise be recognized on disposition of the 2025 notes offered hereby.
The rules relating to amortizable premium, the determination of the accrual period for any such premium and the effect of an election to
amortize premium are complex, and prospective investors should consult their own tax advisor regarding the application of these rules in their
particular circumstances.

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UNDERWRITING
Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated are acting as joint book-running managers for the offering and as representatives for the underwriters named below. Under the terms
and subject to the conditions contained in an underwriting agreement dated October 26, 2015, we have agreed to sell to the underwriters, and each
underwriter has severally agreed to purchase, the aggregate principal amount of the notes set forth opposite their names in the following table:

Principal Amount of
Principal Amount of
Principal Amount of
Underwriter

the 2025 Notes

the 2045 Notes

the 2065 Notes

Barclays Capital Inc.

$
40,000,000
$
100,000,000
$
80,000,000
Citigroup Global Markets Inc.

$
40,000,000
$
100,000,000
$
80,000,000
Credit Suisse Securities (USA) LLC

$
40,000,000
$
100,000,000
$
80,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

$
40,000,000
$
100,000,000
$
80,000,000
J.P. Morgan Securities LLC

$
10,000,000
$
25,000,000
$
20,000,000
Morgan Stanley & Co. LLC

$
10,000,000
$
25,000,000
$
20,000,000
Mitsubishi UFJ Securities (USA), Inc.

$
3,600,000
$
9,000,000
$
7,200,000
SunTrust Robinson Humphrey, Inc.

$
3,600,000
$
9,000,000
$
7,200,000
U.S. Bancorp Investments, Inc.

$
3,600,000
$
9,000,000
$
7,200,000
Wells Fargo Securities, LLC

$
3,600,000
$
9,000,000
$
7,200,000
BNY Mellon Capital Markets, LLC

$
1,400,000
$
3,500,000
$
2,800,000
Loop Capital Markets LLC

$
1,400,000
$
3,500,000
$
2,800,000
Mizuho Securities USA Inc.

$
1,400,000
$
3,500,000
$
2,800,000
PNC Capital Markets LLC

$
1,400,000
$
3,500,000
$
2,800,000












Total

$
200,000,000
$
500,000,000
$
400,000,000












The underwriting agreement provides that the underwriters are obligated to purchase all of the notes if any are purchased.
The underwriters propose to offer the notes of each series at the applicable public offering prices on the cover page of this prospectus
supplement and may offer notes to selling group members at those prices less selling concessions of 0.400%, 0.525% and 0.525% of the principal
amount per 2025 note, 2045 note and 2065 note, respectively. The underwriters and selling group members may allow discounts of 0.250%,
0.350% and 0.350% of the principal amount per 2025 note, 2045 note and 2065 note, respectively, on sales to other broker-dealers. After the initial
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424B5
public offering the representatives may change the public offering prices and concessions and discounts to broker-dealers.
The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this
offering (expressed as a percentage of the principal amount of the notes):

Paid by Union Pacific


Corporation

Per 2025 Note


0.650%
Per 2045 Note


0.875%
Per 2065 Note


0.875%
We estimate that our out-of-pocket expenses (excluding the underwriting discount) for this offering will be approximately $75,000.
Each of the notes is part of a new issue of securities with no established trading market. We do not intend to apply for the notes to be listed
on any securities exchange or to arrange for the notes to be quoted on any quotation system. The underwriters intend to make a secondary market
for the notes. However, they are not obligated to do so and may discontinue making a secondary market for the notes at any time without notice.
No assurance can be given as to how liquid the trading market for the notes will be.

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We have agreed to indemnify the several underwriters against liabilities under the Securities Act of 1933, as amended, or contribute to
payments which the underwriters may be required to make in that respect.
In connection with the offering, the underwriters may engage in stabilizing transactions, syndicate covering transactions and penalty bids in
accordance with Regulation M under the Exchange Act.

· Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified

maximum.

· Over-allotment involves sales by the underwriters of the notes in excess of the principal amount of the notes the underwriters are

obligated to purchase, which creates a syndicate short position.

· Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to
cover syndicate short positions. A short position is more likely to be created if the underwriters are concerned that there may be

downward pressure on the price of the notes in the open market after pricing that could adversely affect investors who purchase in the
offering.

· Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the notes originally sold by the

syndicate member are purchased in a stabilizing transaction or a syndicate covering transaction to cover syndicate short positions.
These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price
of the notes or preventing or retarding a decline in the market price of the notes. As a result, the price of the notes may be higher than the price that
might otherwise exist in the open market. These transactions, if commenced, may be discontinued at any time without notice.
In the ordinary course of business, certain of the underwriters and their respective affiliates have from time to time performed and may in the
future perform various financial advisory, commercial banking, corporate trust and investment banking services for us and our subsidiaries, for
which they received or will receive customary fees.
In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their
own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or
our affiliates. If any of the underwriters or their affiliates has a lending relationship with us, certain of those underwriters or their affiliates routinely
hedge, and certain other of those underwriters or their affiliates may hedge, their credit exposure to us consistent with their customary risk
management policies. Typically, such underwriters and their affiliates would hedge such exposure by entering into transactions which consist of
either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any
such credit default swaps or short positions could adversely affect future trading prices of the notes offered hereby. The underwriters and their
affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or
financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

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