Obligation Union Pacific Railroad 2.95% ( US907818EZ78 ) en USD

Union Pacific Railroad

100 % ⇌

Etas-Unis

US907818EZ78 ( en USD )

2.95% par an ( paiement semestriel )

28/02/2022 - Obligation échue

Prospectus brochure de l'obligation Union Pacific US907818EZ78 en USD 2.95%, échue

1 000 USD

500 000 000 USD

907818EZ7

N/A

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 US907818EZ78, paye un coupon de 2.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2022

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424B5 1 d692805d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Amount to be
Maximum Offering
Maximum Aggregate
Amount of
to be Registered

Registered

Price Per Unit

Offering Price

Registration Fee(1)
2.950% Senior Notes due 2022

$500,000,000

99.956%

$499,780,000

$60,573.34
3.150% Senior Notes due 2024

$500,000,000

99.916%

$499,580,000

$60,549.10
3.700% Senior Notes due 2029

$1,000,000,000

99.957%

$999,570,000

$121,147.88
4.300% Senior Notes due 2049

$1,000,000,000

99.297%

$992,970,000

$120,347.96
Total

$3,000,000,000

--

$2,991,900,000

$362,618.28

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
Table of Contents
Filed pursuant to Rule 424(b)(5).
Registration No. 333-222979

Prospectus Supplement
(To Prospectus Dated February 12, 2018)
$3,000,000,000

$500,000,000 2.950% Notes due 2022
$500,000,000 3.150% Notes due 2024
$1,000,000,000 3.700% Notes due 2029
$1,000,000,000 4.300% Notes due 2049

Union Pacific Corporation (the "Company") is offering $500,000,000 aggregate principal amount of 2.950% notes due 2022 (the "2022 notes"), $500,000,000
aggregate principal amount of 3.150% notes due 2024 (the "2024 notes"), $1,000,000,000 aggregate principal amount of 3.700% notes due 2029 (the "2029 notes")
and $1,000,000,000 aggregate principal amount of 4.300% notes due 2049 (the "2049 notes" and, together with the 2022 notes, the 2024 notes and the 2029 notes,
collectively, the "notes"). The 2022 notes will mature on March 1, 2022 , the 2024 notes will mature on March 1, 2024, the 2029 notes will mature on March 1, 2029
and the 2049 notes will mature on March 1, 2049.
We will pay interest on the notes semi-annually in arrears on each March 1 and September 1, commencing September 1, 2019.
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
under the heading "Description of the Notes--Optional Redemption." There is no sinking fund for the notes. If we experience a change of control repurchase event, we
may be required to offer to purchase the notes from holders. See "Description of the Notes--Change of Control Repurchase Event."
There is currently no market for the notes offered hereby, and we cannot assure you that a market for the notes will develop. We do not intend to list the notes on
any national securities exchange.
Investing in our notes involves risks. See "Risk Factors " beginning on page S-2 of this prospectus supplement and on page 3 of the accompanying
prospectus.

Proceeds to the
Price to
Underwriting
Company before

Public(1)
Discount

expenses

Per 2022 Note

99.956%

0.350%

99.606%
Total

$499,780,000
$ 1,750,000
$
498,030,000
Per 2024 Note

99.916%

0.600%

99.316%
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Total

$499,580,000
$ 3,000,000
$
496,580,000
Per 2029 Note

99.957%

0.650%

99.307%
Total

$999,570,000
$ 6,500,000
$
993,070,000
Per 2049 Note

99.297%

0.875%

98.422%
Total

$992,970,000
$ 8,750,000
$
984,220,000

(1) Plus accrued interest, if any, from February 19, 2019.
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 ("DTC"), will be made on or about February 19, 2019. Beneficial interests
in the notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including
Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear system.

Joint Book-Running Managers

Barclays

Credit Suisse

J.P. Morgan

Morgan Stanley
Senior Co-Managers

BofA Merrill Lynch
Citigroup

US Bancorp

Wells Fargo Securities
Co-Managers

Mizuho Securities

MUFG

PNC Capital Markets LLC

SunTrust Robinson Humphrey

BB&T Capital Markets

BNY Mellon Capital Markets, LLC

Fifth Third Securities

Loop Capital Markets

The date of this prospectus supplement is February 11, 2019.
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

Page
THE COMPANY
S-1
RISK FACTORS
S-2
USE OF PROCEEDS
S-4
DESCRIPTION OF THE NOTES
S-5
UNDERWRITING
S-10
LEGAL MATTERS
S-16
WHERE YOU CAN FIND MORE INFORMATION
S-17
INCORPORATION BY REFERENCE
S-18
EXPERTS
S-19
Prospectus

Page
ABOUT THIS PROSPECTUS

1
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

1
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THE COMPANY

2
RISK FACTORS

3
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

19
LEGAL MATTERS

19
WHERE YOU CAN FIND MORE INFORMATION

19
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.

S-i
Table of Contents
THE COMPANY
Overview
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, Energy, Industrial and Premium. 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).

S-1
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RISK FACTORS
An investment in the notes involves a number of risks, including those described below and those incorporated by reference into this prospectus
supplement. You should carefully consider these risk factors and the other information included or incorporated by reference in this prospectus supplement
and the accompanying prospectus before you decide to purchase any notes.
Risks Relating to the Notes
The indenture does not restrict the amount of additional indebtedness that we may incur.
The indenture governing the notes does not place any limitation on the amount of unsecured indebtedness that we may incur. Our incurrence of
additional indebtedness may have important consequences for you as a holder of the notes, including making it more difficult for us to satisfy our
obligations with respect to the notes, reducing the market price of the notes and causing a risk that the credit rating of the notes will be lowered or
withdrawn. If we incur any additional indebtedness that ranks equally with the notes, the holders of that debt will be entitled to share ratably with the
holders of the notes and our existing unsecured debt in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution
or other winding up of our business.
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There are limited covenants and protections in the indenture.
While the indenture and the notes contain terms intended to provide protection to holders upon the occurrence of certain events involving significant
corporate transactions, these terms are limited and may not be sufficient to protect your investment in the notes. For example, there are no financial
covenants in the indenture or any limitation to the amount of indebtedness that we may incur. In addition, the provisions in the indenture and the notes may
not protect you from certain important corporate events, such as a leveraged recapitalization (which would increase the level of our indebtedness),
reorganization, restructuring or another similar transaction.
We may be unable to generate the cash flow to service our debt obligations, including the notes.
We cannot assure you that our future cash flow will be sufficient to allow us to meet our payment obligations on our debt, including the notes. Our
ability to generate cash flow from operations to make scheduled payments on our debt, including the notes, will depend on our future financial and
operating performance, which will be affected by a range of economic, competitive and business factors. We cannot control many of these factors, such as
general economic and financial conditions in the U.S. railroad industry, regulatory developments, downturns in the economy in general or the initiatives of
our competitors. Our ability to generate cash flow to meet our payment obligations under our debt, including the notes, may also depend on our successful
implementation of our operating and growth strategies. We cannot assure you that we will be able to implement our strategies or that the anticipated results
of our strategies will be realized. If we do not generate sufficient cash flow to satisfy our obligations under our debt, including the notes, we may have to
seek additional capital or undertake alternative financing plans, such as refinancing or restructuring our debt, or selling assets. Any of these actions could
result in unanticipated costs, disrupt the implementation of our business or otherwise hinder our performance. Moreover, we may not be able to take any of
these actions on commercially reasonable terms, or at all. Our inability to generate sufficient cash flow or to raise additional capital in order to satisfy our
obligations under our debt, including the notes, or to refinance them on commercially reasonable terms, would have a material adverse effect on our
business, financial condition and results of operations.
The notes will be unsecured and effectively subordinated to our future secured debt.
Holders of any secured indebtedness that we may incur will have claims that are prior to your claims as holders of the notes to the extent of the value
of the assets securing the secured indebtedness. The notes will be

S-2
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effectively subordinated to all of our future secured indebtedness to the extent of the value of the collateral. In the event of any distribution or payment of
our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of secured indebtedness will
have prior claims to those of our assets that constitute their collateral. Holders of the notes will participate ratably with all holders of our unsecured
indebtedness that is deemed to be of the same class as the notes, and potentially with all of our other general creditors, based upon the respective amounts
owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay
amounts due on the notes. As a result, holders of the notes may receive less, ratably, than holders of secured indebtedness.
The notes will be structurally subordinated to all existing and future liabilities of our subsidiaries.
The notes will be structurally subordinated to all existing and future liabilities, including trade payables, of our subsidiaries, and the claims of
creditors of our subsidiaries, including trade creditors, will have priority as to the assets and cash flows of our subsidiaries. In the event of a bankruptcy,
liquidation, dissolution, reorganization or similar proceeding of any of our subsidiaries, holders of their liabilities, including their trade creditors, will
generally be entitled to payment on their claims from assets of those subsidiaries before any assets are made available for distribution to us. None of our
subsidiaries will guarantee the notes at the time of issuance.
We may not have sufficient funds, or the ability to raise sufficient funds, to satisfy our obligation to offer to repurchase the notes upon a change of
control triggering event.
Upon a change of control triggering event, as that term is defined in ``Description of the Notes--Change of Control Repurchase Event" of this
prospectus supplement, we will be required to make an offer in cash to repurchase all or any part of each holder's notes at a price equal to 101% of the
aggregate principal amount of the notes repurchased, plus accrued and unpaid interest, if any. The source of funds for any such repurchase would be our
available cash or cash generated from operations or other sources, including borrowings, sales of equity or funds provided by a new controlling person or
entity. We cannot assure you that sufficient funds will be available at the time of any change of control triggering event to repurchase all tendered notes
pursuant to this requirement. Our failure to offer to repurchase notes, or to repurchase notes tendered, following a change of control triggering event will
result in a default under the indenture governing the notes.
Our credit ratings may not reflect the risks of investing in the notes.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our
credit ratings may affect the market price of the notes. These credit ratings may not reflect the potential impact of risks relating to structure or marketing of
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the notes. Agency ratings are not a recommendation to buy, sell or hold any security and may be revised or withdrawn at any time by the issuing
organization. Each agency's rating should be evaluated independently of any other agency's rating. We do not, and the underwriters do not, undertake any
obligation to maintain the ratings or to advise holders of the notes of any change in ratings.
There is no established trading market for the notes, and an active trading market may not develop for the notes.
The notes are new issues of securities for which there currently are no established trading markets. We do not intend to list the notes on any securities
exchange. While the underwriters of the notes have advised us that they intend to make markets in the notes, the underwriters will not be obligated to do so
and may stop their market making at any time. No assurance can be given:

· as to the development or continuation of any market for the notes;

· as to the liquidity of any market that does develop; or

· as to your ability to sell the notes or the price at which you may be able to sell the notes.
The absence of active public trading markets could have an adverse effect on the liquidity and value of the notes.

S-3
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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.

S-4
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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 2022 notes are initially being offered in the principal amount of $500,000,000, will bear interest at 2.950% per annum, and will mature on March
1, 2022. The 2024 notes are initially being offered in the principal amount of $500,000,000, will bear interest at 3.150% per annum, and will mature on
March 1, 2024. The 2029 notes are initially being offered in the principal amount of $1,000,000,000, will bear interest at 3.700% per annum, and will
mature on March 1, 2029. The 2049 notes are initially being offered in the principal amount of $1,000,000,000, will bear interest at 4.300% per annum, and
will mature on March 1, 2049. Interest on the notes will be payable semi-annually on March 1 and September 1 of each year, commencing on September 1,
2019, to the persons in whose name the note is registered, subject to certain exceptions as provided in the Indenture (as defined below), at the close of
business on February 15 and August 15, as the case may be (whether or not a Business Day), immediately preceding such March 1 and September 1. 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 trade interchangeably 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 (as amended or supplemented, the "Indenture"), 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 (the "Trustee"), and us.
The notes are senior, unsecured securities and will rank on 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
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to existing and future liabilities of our subsidiaries to their respective creditors.
Optional Redemption
At any time and from time to time, the notes of the applicable series will be redeemable in whole or in part, 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 applicable Par Call Date, or, in the case of the
2022 notes, the date of maturity of the 2022 notes (in each case exclusive of interest accrued to the date of redemption), discounted to the date of
redemption on a semi-annual basis (assuming a 360 day year consisting of twelve 30-day months) at the then-current Treasury Rate, plus 10 basis points,
in the case of the 2022 notes, 15 basis points, in the case of the 2024 notes, 20 basis points, in the case of the 2029 notes and 20 basis points, in the case of
the 2049 notes, plus, in each case, accrued and unpaid interest on the principal amount of such notes being redeemed to the date of redemption; provided
that if we redeem the 2024 notes, the 2029

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notes or the 2049 notes on or after the applicable Par Call Date, the redemption price for such notes will be 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.
For purposes of the foregoing, the following definitions are applicable:
"Treasury Rate" means, with respect to a series of notes, on any redemption date, 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 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, each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and
Morgan Stanley & Co. 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.
"Par Call Date" means, with respect to the 2024 notes, February 1, 2024, the date that is 1 month prior to the maturity date of the 2024 notes; with
respect to the 2029 notes, December 1, 2028, the date that is 3 months prior to the maturity date of the 2029 notes; and, with respect to the 2049 notes,
September 1, 2048, the date that is 6 months prior to the maturity date of the 2049 notes.
"Reference Treasury Dealer" means (a) each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan
Stanley & Co. LLC and their respective successors and affiliates; 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 (b) 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.
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 we elect to redeem fewer than all of the notes of a series, in the case where the notes of a series are issued in definitive form, 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 shall be selected by the Trustee by lot; or, in the case where 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
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therefor.

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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 deliver 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 sent. The notice shall, if sent 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 paying agent 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 paying agent will promptly deliver to each holder of notes properly tendered the purchase price for the notes, and the Trustee will promptly
authenticate and deliver (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

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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
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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 17g-1
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 S&P Global Ratings, a division of S&P Global 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.

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Book-Entry System
The notes of each series will be issued in the form of one or more fully registered global securities ("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
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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
Depository) 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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UNDERWRITING
Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC 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 February 11, 2019, 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
Principal
Principal
Principal
Amount of the
Amount of the
Amount of the
Amount of the
Underwriter

2022 Notes

2024 Notes

2029 Notes

2049 Notes

J.P. Morgan Securities LLC

$
92,500,000
$
92,500,000
$
185,000,000
$
185,000,000
Morgan Stanley & Co. LLC

$
92,500,000
$
92,500,000
$
185,000,000
$
185,000,000
Barclays Capital Inc.

$
82,500,000
$
82,500,000
$
165,000,000
$
165,000,000
Credit Suisse Securities (USA) LLC

$
82,500,000
$
82,500,000
$
165,000,000
$
165,000,000
Citigroup Global Markets Inc.

$
22,500,000
$
22,500,000
$
45,000,000
$
45,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

$
22,500,000
$
22,500,000
$
45,000,000
$
45,000,000
U.S. Bancorp Investments, Inc.

$
22,500,000
$
22,500,000
$
45,000,000
$
45,000,000
Wells Fargo Securities, LLC

$
22,500,000
$
22,500,000
$
45,000,000
$
45,000,000
Mizuho Securities USA LLC

$
10,000,000
$
10,000,000
$
20,000,000
$
20,000,000
MUFG Securities Americas Inc.

$
10,000,000
$
10,000,000
$
20,000,000
$
20,000,000
PNC Capital Markets LLC

$
10,000,000
$
10,000,000
$
20,000,000
$
20,000,000
SunTrust Robinson Humphrey, Inc.

$
10,000,000
$
10,000,000
$
20,000,000
$
20,000,000
BB&T Capital Markets, a division of BB&T Securities, LLC

$
5,000,000
$
5,000,000
$
10,000,000
$
10,000,000
BNY Mellon Capital Markets, LLC

$
5,000,000
$
5,000,000
$
10,000,000
$
10,000,000
Fifth Third Securities, Inc.

$
5,000,000
$
5,000,000
$
10,000,000
$
10,000,000
Loop Capital Markets LLC

$
5,000,000
$
5,000,000
$
10,000,000
$
10,000,000

Total

$ 500,000,000
$ 500,000,000
$ 1,000,000,000
$
1,000,000,000

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 certain other broker-dealers at those prices less selling concessions of 0.200%, 0.350%, 0.400% and 0.500% of the principal amount per
2022 note, 2024 note, 2029 note and 2049 note, respectively. The underwriters and such broker-dealers may allow discounts of 0.100%, 0.175%, 0.200%
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and 0.250% of the principal amount per 2022 note, 2024 note, 2029 note and 2049 note, respectively, on sales to other broker-dealers. After the initial
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 2022 Note

0.350%
Per 2024 Note

0.600%
Per 2029 Note

0.650%
Per 2049 Note

0.875%

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Table of Contents
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.
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.
Affiliates of Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and affiliates of certain other
underwriters are lenders under our $2.0 billion revolving credit facility that expires in June 2023. Affiliates of Barclays Capital Inc., J.P. Morgan Securities
LLC, Morgan Stanley & Co. LLC and affiliates of certain other underwriters assist us from time to time in executing our share repurchase program.
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

S-11
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