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Rating Action:

Moody's assigns Aa2 rating to Union Pacific's Pass Through Certificates, Series 2015-1

28 Apr 2015

New York, April 28, 2015 -- Moody's Investors Service ("Moody's") assigned a Aa2 rating to the $399 million Pass Through Certificates, Series 2015-1 (the "Certificates") that Union Pacific Railroad Company ("UPRR") plans to issue through the Union Pacific Railroad Company 2015-1 Pass Through Trust. Moody's also affirmed the A3 senior unsecured and P-2 short-term ratings of Union Pacific Corporation, affirmed the A2 senior unsecured of UPRR and all other UPRR pass-through certificate ratings (Aa2/Aa3), and upgraded certain Missouri Pacific Railroad bonds. The rating outlook is stable.

RATINGS RATIONALE

UPRR plans to issue the Certificates through the Union Pacific Railroad Company 2015-1 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 collateralized by a perfected security interest in the new locomotives. The locomotives will consist of 82 GE ES44AC locomotives and 100 EMD SD70ACe locomotives, with an estimated aggregate cost of approximately $475 million. The locomotives have been or will be acquired from the manufacturers by May 2015. 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 incorporated: 1) the senior unsecured rating for UPRR, which is the operating railroad and the principal subsidiary of Union Pacific Corporation, 2) the estimated loan-to-value of the Equipment Trust Certificates at the high point of approximately 85%, based on the cost of the equipment, the expected depreciation, and the amortization of the Equipment Trust Certificates, 3) the special benefits to holders of the Equipment Trust Certificates provided by Section 1168 of the U.S. Bankruptcy Code, 4) that the Equipment Trust Certificates will each be cross-collateralized and cross-defaulted, structural features that can enhance the potential for affirmation of the Equipment Trust Certificates and the recovery rate, relative to transactions that lack these features, and 5) that the equipment being financed consists only of locomotives, a critical asset for the railroad, and no other rolling stock.

The upgrades of the Missouri Pacific Railroad Company mortgage bonds due 2020 and the mortgage bonds due 2030 to A1 from A3 reflect the security requirements of the bonds relative to the size of the debt. The Missouri Pacific Railroad Company income debentures due 2045 are upgraded to A2 from A3 because the income required to pay interest is modest relative to UPRR's scale.

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 a material change in the fair market value of the locomotives.

The methodologies used in these ratings were Enhanced Equipment Trust And Equipment Trust Certificates published in December 2010 and Global Surface Transportation and Logistics Companies published in April 2013. 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

....Senior Secured Equipment Trust series 2015-1, Assigned Aa2

Upgrades:

..Issuer: Missouri Pacific Railroad Co.

....Senior Unsecured General Income debentures Series A and B, Upgraded to A1 from A3

....Senior Unsecured Income debentures, Upgraded to A2 from A3

Affirmations:

..Issuer: Union Pacific Corporation

.... Commercial Paper (Local Currency), Affirmed P-2

.... Issuer Rating, Affirmed A3

....Senior Unsecured Shelves, Affirmed (P)A3

....Preferred Stock Shelves, Affirmed (P)Baa2

....Subordinate Shelves, Affirmed (P)Baa1

....Senior Unsecured Medium-Term Note Program Affirmed (P)A3

....Senior Unsecured Regular Bond/Debenture, Affirmed A3

..Issuer: Union Pacific Railroad Company

....Senior Secured Equipment Trust Series 2009, Affirmed Aa3

....Senior Secured Equipment Trust Series 2014, Affirmed Aa2

....Senior Secured Equipment Trust Series 2005, Affirmed Aa2

....Senior Secured Equipment Trust Series 2007, Affirmed Aa2

....Senior Secured Equipment Trust Series 2001, Affirmed Aa2

....Senior Secured Equipment Trusts Series 1998, Affirmed Aa2

....Senior Secured Equipment Trusts Series 1999, Affirmed Aa2

....Senior Secured Equipment Trust Series 2000, Affirmed Aa2

....Senior Secured Equipment Trust Series 2002, Affirmed Aa2

....Senior Secured Pass-Through Series 2006, Affirmed Aa2

....Senior Secured Pass-Through Series 2004, Affirmed Aa2

....Senior Secured Pass-Through Series 2003, Affirmed Aa2

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

....Senior Unsecured Revenue Bonds, Affirmed A2

..Issuer: Westside Intermodal Transportation Corp.

....Senior Unsecured Revenue Bonds, Affirmed A2

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

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.

Renier Michael 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

Robert P Jankowitz
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 2015-1
No Related Data.
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