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
20
22 notes
), $500,000,000 aggregate principal amount of 3.150% notes due 2024 (the
20
24 notes
), $1,000,000,000 aggregate principal amount of 3.700% notes due 2029 (the
20
29 notes
) and $1,000,000,000 aggregate principal amount of 4.300% notes due 2049 (the
20
49 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 NotesOptional 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 NotesChange 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price to
Public
(1)
|
|
|
Underwriting
Discount
|
|
|
Proceeds to the
Company before
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
|
%
|
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.