As filed with the Securities and Exchange Commission on February 12, 2018
Registration
No. 333-
U
NITED
S
TATES
S
ECURITIES
AND
E
XCHANGE
C
OMMISSION
W
ASHINGTON
, D.C. 20549
F
ORM
S-3
R
EGISTRATION
S
TATEMENT
U
NDER
T
HE
S
ECURITIES
A
CT
OF
1933
U
NION
P
ACIFIC
C
ORPORATION
(Exact name of registrant as specified in its charter)
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Utah
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13-2626465
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1400 Douglas Street
Omaha, Nebraska 68179
(402)
544-5000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
James J. Theisen, Jr.
Associate General Counsel
1400 Douglas Street
Omaha, Nebraska 68179
(402)
544-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Craig F. Arcella
Cravath, Swaine & Moore LLP
Worldwide Plaza
825
Eighth Avenue
New York, New York 10019
(212)
474-1000
Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the
only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration number of the earlier effective registration statement for the same offering. ☐
If this Form
is a registration statement pursuant to General Instruction I.D. or a
post-effective
amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. ☒
If this Form is a
post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in
Rule 12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
C
ALCULATION
OF
R
EGISTRATION
F
EE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Unit(1)
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Proposed
Maximum
Aggregate
Offering Price(1)
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Amount of
Registration Fee(2)
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Debt Securities
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Warrants to Purchase Debt Securities
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Preferred Stock, no par value
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Warrants to Purchase Preferred Stock
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Common Stock, par value $2.50 per share
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(1)
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In United States dollars or the equivalent thereof in foreign currency or currency units. An indeterminate aggregate offering price or number of securities of each class identified is being registered as may be offered
from time to time at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units.
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(2)
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In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee.
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