Filed Pursuant to Rule 433
Registration Statement No. 333-186548
Pricing Term Sheet
January 26, 2015
Union Pacific Corporation
1.800% Notes due 2020
| Issuer: | Union Pacific Corporation | |
| Principal Amount: | $250,000,000 | |
| Maturity: | February 1, 2020 | |
| Coupon: | 1.800% | |
| Price to Public: | 99.786% of Principal Amount | |
| Yield to Maturity: | 1.845% | |
| Spread to Benchmark Treasury: | +50 basis points | |
| Benchmark Treasury: | UST 1.625% due December 31, 2019 | |
| Benchmark Treasury Yield / Price: | 1.345% / 101-10+ | |
| Interest Payment Dates: | February 1 and August 1, commencing on August 1, 2015 | |
| Redemption Provisions: | ||
| Make-Whole Call: |
At any time prior to January 1, 2020, at the greater of 100% or the make-whole amount at a discount rate equal to the Treasury Rate plus 10 basis points plus accrued and unpaid interest to the date of repurchase. | |
| Par Call: |
At any time on or after January 1, 2020, at 100% plus accrued and unpaid interest to the date of repurchase. | |
| Change of Control: |
Upon the occurrence of a Change of Control Repurchase Event, we will be required to make an offer to purchase the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of repurchase. | |
| Trade Date: | January 26, 2015 | |
| Settlement Date: | January 29, 2015 (T+3) | |
| CUSIP / ISIN: | 907818EA2 / US907818EA28 | |
| Denominations: | $1,000 x $1,000 | |
| Ratings (Moody’s / S&P)*: | A3 / A | |
| Concurrent Debt Offerings: | The Issuer is also offering $450,000,000 of Senior Notes due 2035 and $450,000,000 of Senior Notes due 2055 | |
| Underwriters: | Joint Book-Running Managers: Barclays Capital Inc. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Morgan Stanley & Co. LLC
Senior Co-Managers: J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC
Co-Managers: Mitsubishi UFJ Securities (USA), Inc. SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. BNY Mellon Capital Markets, LLC Loop Capital Markets LLC Mizuho Securities USA Inc. PNC Capital Markets LLC |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc., toll-free at 1-888-603-5847, calling Citigroup Global Markets Inc., toll-free at 1-800-831-9146, calling Credit Suisse Securities (USA) LLC, toll-free at 1-800-221-1037, or calling Morgan Stanley & Co. LLC, toll-free at 1-866-718-1649.
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