Prospectus Supplement
(To Prospectus Dated February 12, 2018)
$6,000,000,000
$600,000,000 3.200% Notes due 2021
$650,000,000 3.500% Notes due 2023
$500,000,000 3.750% Notes due 2025
$1,500,000,000 3.950% Notes due 2028
$750,000,000 4.375% Notes due 2038
$1,500,000,000 4.500% Notes due 2048
$500,000,000 4.800% Notes due 2058
Union Pacific
Corporation (the Company) is offering $600,000,000 aggregate principal amount of 3.200% notes due 2021 (the 2021 notes), $650,000,000 aggregate principal amount of 3.500% notes due 2023 (the 2023 notes),
$500,000,000 aggregate principal amount of 3.750% notes due 2025 (the 2025 notes), $1,500,000,000 aggregate principal amount of 3.950% notes due 2028 (the 2028 notes), $750,000,000 aggregate principal
amount of 4.375% notes due 2038 (the 2038 notes), $1,500,000,000 aggregate principal amount of 4.500% notes due 2048 (the 2048 notes) and $500,000,000 aggregate principal amount of 4.800% notes due 2058 (the
2058 notes and, together with the 2021 notes, the 2023 notes, the 2025 notes, the 2028 notes, the 2038 notes and the 2048 notes, collectively, the notes). The 2021 notes will mature on June 8, 2021, the
2023 notes will mature on June 8, 2023, the 2025 notes will mature on July 15, 2025, the 2028 notes will mature of September 10, 2028, the 2038 notes will mature on September 10, 2038, the 2048 notes will mature on September 10, 2048 and the
2058 notes will mature on September 10, 2058.
We will pay interest on the 2021 notes and the 2023 notes semi-annually in arrears on each
June 8 and December 8, commencing December 8, 2018. We will pay interest on the 2025 notes semi-annually in arrears on each January 15 and July 15, commencing January 15, 2019. We will pay interest on the 2028 notes, the 2038 notes, the 2048 notes
and the 2058 notes semi-annually in arrears on each March 10 and September 10, commencing March 10, 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 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-5
of this prospectus supplement and on page 3 of the accompanying prospectus.
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Price to
Public(1)
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Underwriting
Discount
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Proceeds to the
Company before
expenses
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Per 2021 note
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99.938
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%
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0.350
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%
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99.588
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%
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Total
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$
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599,628,000
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$
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2,100,000
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$
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597,528,000
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Per 2023 note
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99.909
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%
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0.600
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%
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99.309
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%
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Total
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$
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649,408,500
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$
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3,900,000
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$
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645,508,500
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Per 2025 note
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99.996
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%
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0.625
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%
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99.371
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%
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Total
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$
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499,980,000
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$
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3,125,000
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$
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496,855,000
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Per 2028 note
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99.751
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%
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0.650
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%
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99.101
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%
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Total
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$
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1,496,265,000
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$
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9,750,000
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$
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1,486,515,000
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Per 2038 note
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99.849
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%
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0.875
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%
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98.974
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%
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Total
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$
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748,867,500
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$
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6,562,500
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$
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742,305,000
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Per 2048 note
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99.899
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%
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0.875
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%
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99.024
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%
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Total
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$
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1,498,485,000
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$
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13,125,000
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$
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1,485,360,000
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Per 2058 note
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99.890
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%
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0.875
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%
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99.015
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%
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Total
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$
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499,450,000
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$
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4,375,000
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$
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495,075,000
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(1)
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Plus accrued interest, if any, from June 8, 2018.
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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 June 8, 2018. 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
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Barclays
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BofA Merrill Lynch
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Citigroup
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Credit Suisse
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J.P. Morgan
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Morgan Stanley
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Senior Co-Managers
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Mizuho Securities
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SunTrust Robinson Humphrey
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US Bancorp
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Wells Fargo Securities
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Co-Managers
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Evercore
MUFG
PNC Capital Markets LLC
BB&T Capital Markets
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BNY Mellon Capital Markets, LLC
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Fifth Third Securities
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Loop Capital Markets
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The date of this prospectus supplement is June 5, 2018.