Filed Pursuant to Rule 433

Registration Statement No. 333-201958

Pricing Term Sheet

February 25, 2016

Union Pacific Corporation

2.750% Notes due 2026


Issuer:    Union Pacific Corporation
Ratings (Moody’s / S&P):    A3 / A*
Principal Amount:    $500,000,000
Trade Date:    February 25, 2016
Settlement Date:    March 1, 2016 (T+3)
Maturity:    March 1, 2026
Interest Payment Dates:    March 1 and September 1, commencing on September 1, 2016
Coupon:    2.750%
Price to Public:    99.058% of Principal Amount
Yield to Maturity:    2.859%
Benchmark Treasury:    UST 1.625% due February 15, 2026
Benchmark Treasury Price / Yield:    99-07+ / 1.709%
Spread to Benchmark Treasury:    +115 basis points
Optional Redemption Provisions:   

Make-Whole Call:

   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.

Par Call:

   At any time on or after December 1, 2025, 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:    907818 EH7/ US907818EH70
Denominations:    $1,000 x $1,000
Concurrent Debt Offering:    The Issuer is also offering $600,000,000 of 4.050% Senior Notes due 2046 and $200,000,000 of reopened 4.375% Senior Notes due 2065.
Joint Book-Running Managers:   

Citigroup Global Markets Inc.

Credit Suisse Securities (USA) LLC

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Senior Co-Managers:   

Barclays Capital Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Wells Fargo Securities, LLC


Mitsubishi UFJ Securities (USA), Inc.

SunTrust Robinson Humphrey, Inc.

U.S. Bancorp Investments, Inc.

BNY Mellon Capital Markets, LLC

Loop Capital Markets LLC

Mizuho Securities USA Inc.

PNC Capital Markets 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 Citigroup Global Markets Inc., toll-free at 1-800-831-9146, calling Credit Suisse Securities (USA) LLC, toll-free at 1-800-221-1037, calling J.P. Morgan Securities LLC, collect at 1-212-834-4533, or calling Morgan Stanley & Co. LLC, toll-free at 1-866-718-1649.

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