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Rating Action:

Moody's assigns Aa2 rating to Union Pacific's Pass Through Certificates, Series 2014-1

06 May 2014

New York, May 06, 2014 -- Moody's Investors Service ("Moody's") has assigned an Aa2 rating to the $351 million Pass Through Certificates, Series 2014-1 (the "Certificates") that Union Pacific Railroad Company ("UPRR") plans to issue through the Union Pacific Railroad Company 2014-1 Pass Through Trust. Moody's has also affirmed the A3 senior unsecured rating of Union Pacific Corporation, of which UPRR is an indirect wholly owned subsidiary, and all other ratings of Union Pacific Corporation. The rating outlook is stable.

RATINGS RATIONALE

UPRR plans to issue the Certificates through the Union Pacific Railroad Company 2014-1 Pass Through Trust (the "Trust"). The Trust will use the proceeds from the sale of the Certificates to purchase Equipment Trust Certificates, which will be issued by UPRR to help finance the acquisition of certain new locomotives. The Equipment Trust Certificates are direct obligations of UPRR and are secured by a security interest in these locomotives. The locomotives will consist of 94 GE ES44AC locomotives and 79 EMD SD70ACe locomotives, with an estimated aggregate cost of approximately $447 million. The locomotives have been or will be acquired from the manufacturers on or after January 1, 2013. Both types of locomotives are high-horsepower, general purpose locomotives that are used by UPRR as well as other Class 1 railroad operators in North America.

In applying Moody's methodology for Enhanced Equipment Trust and Equipment Trust Certificates to assign the Aa2 rating to the Certificates, Moody's has taken into account the following principal considerations. First, Moody's uses a senior unsecured rating for UPRR of A2, one notch above the senior unsecured rating for Union Pacific Corporation, given the structural superiority that results from the Equipment Trust Certificates holding a claim at the operating company level. Second, Moody's estimates the initial loan-to-value of the Equipment Trust Certificates at approximately 80%, based on the estimated cost of the equipment and the estimated depreciation of the equipment since delivery. Third, the Equipment Trust Certificates will each be cross-collateralized and cross-defaulted, structural features that Moody's believes could enhance the recovery rate and lower the probability of default, respectively, relative to transactions that lack these features. And fourth, the equipment in which the Equipment Trust Certificates have a security interest consists only of locomotives, a critical asset for the railroad, and no other rolling stock.

The ratings of the Certificates could change as a result of changes in the underlying credit quality of UPRR or as a result of changes in the ratings for Union Pacific Corporation. The ratings could also change if there was an expected and material change in the fair market value of the locomotives.

The methodologies used in this rating were Global Surface Transportation and Logistics Companies published in April 2013 and Enhanced Equipment Trust And Equipment Trust Certificates published in December 2010. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

Union Pacific Railroad Company is the principal operating company of Union Pacific Corporation and operates one of the nation's largest railroad systems. With approximately 32,000 route miles across the western U.S. and access to all major coast ports and rail gateways, the railroad serves the coal, chemicals, automotive, agriculture and general manufacturing industries.

Assignments:

..Issuer: Union Pacific Railroad Company

....US$351M Senior Secured Equipment Trust, Assigned Aa2

Outlook Actions:

..Issuer: Union Pacific Corporation

....Outlook, Remains Stable

..Issuer: Union Pacific Railroad Company

....Outlook, Remains Stable

..Issuer: Missouri Pacific Railroad Co.

....Outlook, Remains Stable

Affirmations:

..Issuer: Union Pacific Corporation

....US$2000M Commercial Paper, Affirmed P-2

.... Issuer Rating, Affirmed A3

....Multiple Seniority Shelf Feb 7, 2016, Affirmed (P)A3

....US$1000M Multiple Seniority Shelf, Affirmed (P)A3

....US$1000M Multiple Seniority Shelf, Affirmed (P)A3

....US$1450M Multiple Seniority Shelf, Affirmed (P)A3

....US$1000M Multiple Seniority Shelf, Affirmed (P)A3

....US$1000M Multiple Seniority Shelf, Affirmed (P)Baa2

....US$1000M Multiple Seniority Shelf, Affirmed (P)Baa1

....US$1000M Multiple Seniority Shelf, Affirmed (P)Baa2

....US$1000M Multiple Seniority Shelf, Affirmed (P)Baa1

....US$1450M Multiple Seniority Shelf, Affirmed (P)Baa2

....US$1450M Multiple Seniority Shelf, Affirmed (P)Baa1

....US$1000M Multiple Seniority Shelf, Affirmed (P)Baa2

....US$1000M Multiple Seniority Shelf, Affirmed (P)Baa1

....US$1225M Senior Unsecured Medium-Term Note Program, Affirmed (P)A3

....US$400M Senior Unsecured Medium-Term Note Program, Affirmed (P)A3

....US$200M Senior Unsecured Medium-Term Note Program, Affirmed (P)A3

....US$200M Senior Unsecured Medium-Term Note Program, Affirmed (P)A3

....US$200M Senior Unsecured Medium-Term Note Program, Affirmed (P)A3

....US$250M 6.25% Senior Unsecured Regular Bond/Debenture May 1, 2034, Affirmed A3

....US$325M 2.75% Senior Unsecured Regular Bond/Debenture Apr 15, 2023, Affirmed A3

....US$325M 4.25% Senior Unsecured Regular Bond/Debenture Apr 15, 2043, Affirmed A3

....US$750M 7.875% Senior Unsecured Regular Bond/Debenture Jan 15, 2019, Affirmed A3

....US$600M 6.625% Senior Unsecured Regular Bond/Debenture Feb 1, 2029, Affirmed A3

....US$7.1M 9.2% Senior Unsecured Regular Bond/Debenture Nov 3, 2014, Affirmed A3

....US$5.25M 9.5% Senior Unsecured Regular Bond/Debenture Mar 15, 2017, Affirmed A3

....US$11.5M 9.9% Senior Unsecured Regular Bond/Debenture May 15, 2018, Affirmed A3

....US$375.9M 5.78% Senior Unsecured Regular Bond/Debenture Jun 15, 2040, Affirmed A3

....US$750M 4.163% Senior Unsecured Regular Bond/Debenture Jul 15, 2022, Affirmed A3

....US$250M 4.875% Senior Unsecured Regular Bond/Debenture Jan 15, 2015, Affirmed A3

....US$750M 5.7% Senior Unsecured Regular Bond/Debenture Aug 15, 2018, Affirmed A3

....US$250M 5.65% Senior Unsecured Regular Bond/Debenture May 1, 2017, Affirmed A3

....US$250M 6.15% Senior Unsecured Regular Bond/Debenture May 1, 2037, Affirmed A3

....US$500M 4.75% Senior Unsecured Regular Bond/Debenture Sep 15, 2041, Affirmed A3

....US$500M 4.75% Senior Unsecured Regular Bond/Debenture Dec 15, 2043, Affirmed A3

....US$200M 5.375% Senior Unsecured Regular Bond/Debenture Jun 1, 2033, Affirmed A3

....US$300M 2.95% Senior Unsecured Regular Bond/Debenture Jan 15, 2023, Affirmed A3

....US$300M 4.3% Senior Unsecured Regular Bond/Debenture Jun 15, 2042, Affirmed A3

....US$0.31M 9.3% Senior Unsecured Regular Bond/Debenture Jan 17, 2020, Affirmed A3

....US$4.1M 9.94% Senior Unsecured Regular Bond/Debenture Apr 1, 2020, Affirmed A3

....US$2.5M 10% Senior Unsecured Regular Bond/Debenture Apr 10, 2020, Affirmed A3

....US$0.525M 9.9% Senior Unsecured Regular Bond/Debenture Apr 15, 2020, Affirmed A3

....US$0.25M 9.9% Senior Unsecured Regular Bond/Debenture Apr 15, 2020, Affirmed A3

....US$400M 6.125% Senior Unsecured Regular Bond/Debenture Feb 15, 2020, Affirmed A3

....US$439.192M 3.646% Senior Unsecured Regular Bond/Debenture Feb 15, 2024, Affirmed A3

....US$300M 2.25% Senior Unsecured Regular Bond/Debenture Feb 15, 2019, Affirmed A3

....US$400M 3.75% Senior Unsecured Regular Bond/Debenture Mar 15, 2024, Affirmed A3

....US$300M 4.85% Senior Unsecured Regular Bond/Debenture Jun 15, 2044, Affirmed A3

....US$700M 4.821% Senior Unsecured Regular Bond/Debenture Feb 1, 2044, Affirmed A3

....US$500M 4% Senior Unsecured Regular Bond/Debenture Feb 1, 2021, Affirmed A3

....US$250M 7.125% Senior Unsecured Regular Bond/Debenture Feb 1, 2028, Affirmed A3

....US$250M 7% Senior Unsecured Regular Bond/Debenture Feb 1, 2016, Affirmed A3

....US$500M 5.75% Senior Unsecured Regular Bond/Debenture Nov 15, 2017, Affirmed A3

..Issuer: Union Pacific Railroad Company

....US$95.01978M Senior Secured Equipment Trust Oct 15, 2024, Affirmed Aa3

....US$338.951M 5.082% Senior Secured Equipment Trust Jan 2, 2029, Affirmed Aa2

....US$479.312M 6.176% Senior Secured Equipment Trust Jan 2, 2031, Affirmed Aa2

....US$109.916M 6.63% Senior Secured Equipment Trust Jan 27, 2022, Affirmed Aa2

....US$174.2M 6.7% Senior Secured Equipment Trust Feb 28, 2019, Affirmed Aa2

....US$109.75M 7.6% Senior Secured Equipment Trust Jan 2, 2020, Affirmed Aa2

....US$101.507M 6.85% Senior Secured Equipment Trust Jan 2, 2019, Affirmed Aa2

....US$123.826M 6.33% Senior Secured Equipment Trust Jan 2, 2020, Affirmed Aa2

....US$193.324M 8% Senior Secured Equipment Trust Jan 10, 2021, Affirmed Aa2

....US$108.894M 6.061% Senior Secured Equipment Trust Jan 17, 2023, Affirmed Aa2

....US$349.274M 5.866% Senior Secured Pass-Through Jul 2, 2030, Affirmed Aa2

....US$188.815M 5.404% Senior Secured Pass-Through Jul 2, 2025, Affirmed Aa2

....US$147.503M 4.698% Senior Secured Pass-Through Jan 2, 2024, Affirmed Aa2

..Issuer: Missouri Pacific Railroad Co.

....US$69.926M 4.75% Senior Unsecured Regular Bond/Debenture Jan 1, 2020, Affirmed A3

....US$67.604M 4.75% Senior Unsecured Regular Bond/Debenture Jan 1, 2030, Affirmed A3

....US$100M 5% Senior Unsecured Regular Bond/Debenture Jan 1, 2045, Affirmed A3

..Issuer: California Pollution Control Financing Auth.

....US$3.45M 9.5% Revenue Bonds Jan 1, 2022, Affirmed A3

..Issuer: Unif. Govt. of Wyandotte Co./Kansas City, KS

....US$40M 7.216% Senior Unsecured Revenue Bonds Oct 1, 2022, Affirmed A2

..Issuer: Westside Intermodal Transportation Corp.

....US$16.78M 7.216% Senior Unsecured Revenue Bonds Oct 1, 2022, Affirmed A2

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this rating action, and whose ratings may change as a result of this rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.

Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

Rene Lipsch
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Michael J Mulvaney
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Moody's assigns Aa2 rating to Union Pacific's Pass Through Certificates, Series 2014-1
No Related Data.
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