Pricing Term Sheet
August 1, 2016
Union Pacific Corporation
3.350% Notes due 2046
| Issuer: | Union Pacific Corporation | |
| Ratings (Moody’s / S&P): | A3 / A* | |
| Principal Amount: | $300,000,000 | |
| Trade Date: | August 1, 2016 | |
| Settlement Date: | August 8, 2016 (T+5) | |
| Maturity: | August 15, 2046 | |
| Interest Payment Dates: | February 15 and August 15, commencing on February 15, 2017 | |
| Coupon: | 3.350% | |
| Price to Public: | 99.605% of Principal Amount | |
| Yield to Maturity: | 3.371% | |
| Benchmark Treasury: | UST 2.500% due February 15, 2046 | |
| Benchmark Treasury Price / Yield: | 105-11+ / 2.251% | |
| Spread to Benchmark Treasury: | +112 basis points | |
| Optional Redemption Provisions: | ||
| Make-Whole Call: |
At any time prior to February 15, 2046, at the greater of 100% or the make-whole amount at a discount rate equal to the Treasury Rate plus 20 basis points plus accrued and unpaid interest to the date of redemption. | |
| Par Call: |
At any time on or after February 15, 2046, at 100% plus accrued and unpaid interest to the date of redemption. | |
| 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. | |
| CUSIP / ISIN: | 907818EKO/ US907818EKOO | |
| Denominations: | $1,000 x $1,000 | |
| Concurrent Debt Offering: | The Issuer is also offering $150,000,000 of reopened 2.750% Senior Notes due 2026. | |
| Joint Book-Running Managers: | Barclays Capital Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| Senior Co-Managers: | Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Morgan Stanley & Co. LLC | |
| Co-Managers: | Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. PNC Capital Markets LLC SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. Wells Fargo Securities, 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 J.P. Morgan Securities LLC, collect at 1-212-834-4533 or calling Merrill Lynch, Pierce, Fenner & Smith Incorporated, toll-free at 1-800-294-1322.
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