Union Pacific Corporation Announces Offers to Exchange Certain of Its Outstanding Debt Securities for New Notes and Cash

Union Pacific Corporation

today announced the commencement of private offers to exchange (1) certain of its outstanding notes and debentures as set forth in the first table below for a combination of new notes due 2024 (the "New 2024 Notes") and cash (the "2024 Offers"), and (2) certain other of its outstanding notes and debentures as set forth in the second table below for a combination of new notes due 2044 (the "New 2044 Notes" and, together with the New 2024 Notes, the "New Notes") and cash (the "2044 Offers" and, together with the 2024 Offers, the "Exchange Offers"). The outstanding notes and debentures to be exchanged pursuant to the Exchange Offers are collectively referred to as the "Existing Notes." (Logo: http://photos.prnewswire.com/prnh/20110304/LA59497LOGO) The Exchange Offers are being conducted upon the terms and subject to the conditions set forth in an offering memorandum dated July 22, 2013, and the related letter of transmittal. The Exchange Offers are only made, and copies of the offering documents will only be made available, to a holder of the Existing Notes that has certified its status as (1) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933 (the "Securities Act") or (2) a person who is not a "U.S. person" as defined under Regulation S under the Securities Act (each, an "Eligible Holder"). Union Pacific will make six separate 2024 Offers to Eligible Holders in an amount that requires no more than $500,000,000 of New 2024 Notes be issued pursuant to the 2024 Offers (the "2024 Offers Limit"). In addition, Union Pacific will make six separate 2044 Offers to Eligible Holders in an amount that requires no more than $500,000,000 of New 2044 Notes be issued pursuant to the 2044 Offers (the "2044 Offers Limit"). There will be sufficient New 2024 Notes for Union Pacific to accept any and all of the 6.125% Notes due 2020 properly tendered and accepted in the exchange and there will be sufficient New 2044 Notes for Union Pacific to accept any and all of the 5.780% Notes due 2040 properly tendered and accepted in the exchange. The remaining amounts of each other series of Existing Notes that are exchanged in the Exchange Offers will be determined in accordance with the 2024 Offers Limit, in the case of the 2024 Offers, and the 2044 Offers Limit, in the case of the 2044 Offers, and the priorities set forth in the "Acceptance Priority Level" column in the applicable table above and as further detailed in the offering memorandum. The Exchange Offers are also subject to certain conditions, including the requirement that, in the case of the 2024 Offers, Eligible Holders tender and do not validly withdraw an amount of Existing Notes that requires the issuance of at least $250,000,000 aggregate principal amount of New 2024 Notes in accordance with the terms of the 2024 Offers and, in the case of the 2044 Offers, Eligible Holders tender and do not validly withdraw an amount of Existing Notes that requires the issuance of at least $250,000,000 aggregate principal amount of New 2044 Notes in accordance with the terms of the 2044 Offers. Union Pacific's ability to consummate the 2024 Offers is not contingent on the consummation of, or the satisfaction of any condition required solely with respect to, the 2044 Offers and its ability to consummate the 2044 Offers is not contingent on the consummation of, or the satisfaction of any condition required solely with respect to, the 2024 Offers. Eligible Holders of Existing Notes that tender their Existing Notes prior to 5:00 p.m. New York City time on August 2, 2013, subject to any extension by Union Pacific (the "Early Exchange Date"), will receive an additional early exchange premium. The Exchange Offers will expire at 11:59 p.m., New York City time, on August 16, 2013, unless extended or earlier terminated by Union Pacific (the "Expiration Date"). Tenders of Existing Notes in the Exchange Offers may be validly withdrawn at any time prior to 5:00 p.m. New York City time on August 2, 2013, subject to extension by Union Pacific (the "Withdrawal Deadline"), but not thereafter, except in certain limited circumstances where additional withdrawal rights are required by law. The New Notes have not been registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offers are being made solely by the offering memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law. Documents relating to the Exchange Offers will only be distributed to holders of Existing Notes that complete and return a letter of eligibility confirming that they are eligible investors for the Exchange Offers. Holders of Existing Notes that desire to review the eligibility letter may visit the website for this purpose at http://www.dfking.com/unp or contact D.F. King & Co., Inc., the information agent for the Exchange Offers, at (212) 269‑5550 or (800) 714‑3312 or by email at unp@dfking.com.