Exhibit 99.3
Union Pacific Corporation
Offer to Exchange up to $700,977,000 Principal Amount Outstanding of
2.891% Notes due 2036 for a Like Principal Amount of 2.891% Notes due 2036
which have been registered under the Securities Act of 1933; and
Offer to Exchange up to $1,012,411,000 Principal Amount Outstanding of
3.799% Notes due 2071 for a Like Principal Amount of 3.799% Notes due 2071
which have been registered under the Securities Act of 1933.
Pursuant to the Prospectus, dated , 2021
To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Union Pacific Corporation, a Utah corporation (the “Company”), hereby offers to exchange (i) up to $700,977,000 aggregate principal amount of registered 2.891% Notes due 2036 of the Company, which will be freely transferable (the “Exchange 2036 Notes”), for any and all of the Company’s outstanding 2.891% Notes due 2036, which have certain transfer restrictions (the “Original 2036 Notes”), upon the terms and subject to the conditions described in the Prospectus dated , 2021 (the “Prospectus”) and the related letter of transmittal (the “2036 Exchange Offer”) and (ii) up to $1,012,411,000 aggregate principal amount of registered 3.799% Notes due 2071 of the Company, which will be freely transferable (the “Exchange 2071 Notes” and, together with the Exchange 2036 Notes, the “Exchange Notes”), for any and all of the Company’s outstanding 3.799% Notes due 2071, which have certain transfer restrictions (the “Original 2071 Notes” and, together with the Original 2036 Notes, the “Original Notes”), upon the terms and subject to the conditions described in the Prospectus and the related letter of transmittal (the “2071 Exchange Offer” and, together with the 2036 Exchange Offer, the “Exchange Offers”). Each Exchange Offer is intended to satisfy certain obligations of the Company contained in the Registration Rights Agreement corresponding to each such Exchange Offer, each dated as of April 6, 2021, among the Company, Morgan Stanley & Co. LLC, Barclays Capital Inc. and Wells Fargo Securities, LLC, as lead dealer managers, and the other dealer managers listed on Schedule I thereto.
We are requesting that you contact your clients for whom you hold Original Notes regarding the Exchange Offers. For your information and for forwarding to your clients for whom you hold Original Notes registered in your name or in the name of your nominee, or who hold Original Notes registered in their own names, we are enclosing the following documents:
1. Prospectus dated , 2021;
2. The related letter of transmittal (the “Letter of Transmittal”) for your use and for the information of your clients;
3. A form of letter which may be sent to your clients for whose account you hold Original Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the applicable Exchange Offer(s);
4. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and
5. Return envelopes addressed to The Bank of New York Mellon Trust Company, N.A., the Exchange Agent.
Your prompt action is requested. Each Exchange Offer will expire at 5:00 p.m., New York City time, on , 2021, unless extended by the Company (such date and time, as it may be extended, the “Expiration Date”). Any Original 2036 Notes tendered pursuant to the 2036 Exchange Offer and any Original 2071 Notes tendered pursuant to the 2071 Exchange Offer may be withdrawn at any time prior to the Expiration Date for such Exchange Offer.
