Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
August 02 2016 - 5:06AM
Edgar (US Regulatory)
Pricing Term Sheet
August 1, 2016
Union
Pacific Corporation
Reopening of 2.750% Notes due 2026 issued March 1, 2016
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Issuer:
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Union Pacific Corporation
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Ratings (Moodys / S&P):
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A3 / A*
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Principal Amount:
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$150,000,000
The notes offered hereby constitute a further issuance of, and will be consolidated with, the $500,000,000 principal amount of 2.750% notes due 2026 issued
March 1, 2016. Upon completion of this offering the aggregate principal amount of notes outstanding will be $650,000,000.
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Trade Date:
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August 1, 2016
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Settlement Date:
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August 8, 2016 (T+5)
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Maturity:
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March 1, 2026
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Interest Payment Dates:
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March 1 and September 1, commencing on September 1, 2016
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Coupon:
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2.750%
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Price to Public:
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103.959% of Principal Amount, plus accrued and unpaid interest from March 1, 2016
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Yield to Maturity:
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2.276%
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Benchmark Treasury:
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UST 1.625% due May 15, 2026
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Benchmark Treasury Price / Yield:
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101-2+ / 1.506%
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Spread to Benchmark Treasury:
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+77 basis points
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Optional Redemption Provisions:
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Make-Whole Call:
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At any time prior to December 1, 2025, 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.
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Par Call:
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At any time on or after December 1, 2025, at 100% plus accrued and unpaid interest to the date of redemption.
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Change of Control:
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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.
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CUSIP / ISIN:
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907818 EH7/ US907818EH70
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Denominations:
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$1,000 x $1,000
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Concurrent Debt Offering:
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The Issuer is also offering $300,000,000 of 3.350% Senior Notes due 2046.
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Joint Book-Running Managers:
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Barclays Capital Inc.
J.P. Morgan Securities
LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
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Senior Co-Managers:
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Citigroup Global Markets Inc.
Credit Suisse
Securities (USA) LLC
Morgan Stanley & Co. LLC
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Co-Managers:
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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
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*
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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.
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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.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other
notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
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