OREANDA-NEWS. Union Pacific Corporation (NYSE:UNP; and "Union Pacific" or the "Corporation") today announced (a) the early results of its private offers to exchange (1) certain of its outstanding notes and debentures referenced 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 of its outstanding notes and debentures referenced 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") and (b) an amendment to the 2044 Offers to increase the 2044 Offers Limit (as defined below) from USD 500,000,000 to USD 700,000,000. The outstanding notes and debentures to be exchanged pursuant to the Exchange Offers are collectively referred to as the "Existing Notes."

On July 22, 2013, Union Pacific commenced six separate 2024 Offers to eligible holders in an amount that requires no more than USD 500,000,000 of New 2024 Notes to be issued pursuant to the 2024 Offers, subject to the applicable priorities and limitations as set forth in Union Pacific's offering memorandum dated July 22, 2013 (the "Offering Memorandum") and related letter of transmittal. In addition, Union Pacific also commenced six separate 2044 Offers to eligible holders in an amount that requires no more than USD 500,000,000 of New 2044 Notes to be issued pursuant to the 2044 Offers (the "2044 Offers Limit"), subject to the applicable priorities and limitations as set forth in the Offering Memorandum and related letter of transmittal.

The approximate principal amount of the Existing Notes validly tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York City time, on August 2, 2013 (the "Early Exchange Date"), based on information provided by the exchange agent to Union Pacific, is USD 1.27 billion, as described in greater detail in the tables below.  The amount of outstanding Existing Notes validly tendered and not validly withdrawn as of the Early Exchange Date exceeded the minimum condition that, in the case of the 2024 Offers, Union Pacific receive valid tenders of Existing Notes, not validly withdrawn, that require the issuance of at least USD 250 million aggregate principal amount of New 2024 Notes in accordance with the terms of the 2024 Offers and, in the case of the 2044 Offers, Union Pacific receive valid tenders of Existing Notes, not validly withdrawn, that require the issuance of at least USD 250 million aggregate principal amount of New 2044 Notes in accordance with the terms of the 2044 Offers.