1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 26, 2001 Union Pacific Corporation - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Utah 1-6075 13-2626465 - -------------------------------------------------------------------------------- (STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.) INCORPORATION) 1416 Dodge Street, Omaha, Nebraska 68179 - -------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (402) 271-5777 N/A - -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
2 Item 5. Other Events. Attached as an Exhibit is the Press Release issued by Union Pacific Corporation on April 26, 2001 announcing Union Pacific Corporation's financial results for the first quarter of 2001, which is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99 Press Release dated April 26, 2001 announcing Union Pacific Corporation's financial results for the first quarter of 2001. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 26, 2001 UNION PACIFIC CORPORATION By: /s/ James R. Young ------------------------------------ James R. Young Executive Vice President - Finance 2
3 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99 Press Release dated April 26, 2001 announcing Union Pacific Corporation's financial results for the first quarter of 2001.
1 EXHIBIT 99 UNION PACIFIC ANNOUNCES FIRST QUARTER RESULTS FOR IMMEDIATE RELEASE: Omaha, April 26 - Union Pacific Corporation today reported net income for the first quarter of $181 million, or $.72 per diluted share. This compares to net income of $185 million, or $.74 per diluted share, in the first quarter of 2000. "We are pleased with our first quarter performance, given the difficult economic environment," said Richard K. Davidson, chairman and chief executive officer. "Looking forward, we are confident in our business strategy and competitive position, although economic conditions continue to cause near-term uncertainty," he continued. "As we manage through the current environment, our unparalleled franchise and diversity of commodity mix enable us to maintain a very positive long-term outlook for the company and its shareholders." For the first quarter, Union Pacific Corporation, excluding Overnite, reported operating income of $430 million compared to $451 million for the same period in 2000. The Railroad's commodity revenue increased 1 percent to $2.6 billion for the quarter on the strength of its diverse traffic base. Energy revenue was up 12 percent to a record $593 million. The Agricultural Products and Intermodal business groups also had solid revenue growth in the first quarter, showing gains of 6 and 2 percent, respectively. The economically sensitive commodities of Automotive, Industrial Products and Chemicals all declined from -m o r e-
2 -2- 2000 levels by about 5 percent. The operating ratio was up .9 percentage points to 83.8 percent from 82.9 percent in first quarter 2000. Rising fuel costs added $35 million in operating expenses, or 1.3 percentage points on the ratio, and were partially offset by productivity improvements. Overnite Transportation reported an improved first quarter operating income of $9 million compared to $1 million in the first quarter of 2000, as operating efficiencies took hold and strike-related costs decreased significantly. Revenue increased 4 percent to $280 million from $269 million, while Overnite's operating ratio fell 2.9 percentage points to 96.9 percent. Union Pacific Corporation is one of America's leading transportation companies. Its principal operating company, Union Pacific Railroad, is the largest railroad in North America, covering 23 states across the western two-thirds of the United States. A strong focus on quality and a strategically advantageous route structure enable the company to serve customers in critical and fast growing markets. It is a leading carrier of low-sulfur coal used in electrical power generation and has broad coverage of the large chemical-producing areas along the Gulf Coast. With competitive long-haul routes between all major West Coast ports and eastern gateways, and as the only railroad to serve all six gateways to Mexico, Union Pacific has the premier rail franchise in North America. The Corporation also owns Overnite Transportation, a nationwide less-than-truckload carrier, and Fenix, a group of affiliated technology companies. -m o r e-
3 -3- Supplemental financial information is attached. Additional information is available at our website: www.up.com. Our contact for investors is Beth Whited at 402 271-4227. Our media contact is John Bromley who can be reached at 402 271-3475. ********** This press release and related materials may contain statements about the Corporation's future that are not statements of historical fact. These statements are "forward-looking statements" for purposes of applicable securities laws, and are based on current information and/or management's good faith belief as to future events. Forward-looking statements include, without limitation, projections and estimates of earnings, revenues, cost-savings, expenses, or other financial items; statements of management's plans, strategies and objectives for future operation, and management's expectations as to future performance and operations and the time by which objectives will be achieved; statements concerning proposed new products and services; and statements regarding future economic or market conditions or performance. Forward-looking statements are subject to risks and uncertainties. Actual performance or results could differ materially from that anticipated by the forward-looking statement. Important factors that could cause such differences include, but are not limited to, the Corporation's success in implementing its financial and operational initiatives; the impact of industry competition, conditions, performance and consolidation; legislative and/or regulatory developments, including initiatives to re-regulate the rail business; natural events such as severe weather, floods and earthquakes; adverse general economic conditions, both within the United States and globally; changes in fuel prices; changes in labor costs; labor stoppages; and the outcome of claims and litigation. Forward-looking statements speak only as of the date the statement was made. The Corporation assumes no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. If the Corporation does update any forward-looking statement, no inference should be drawn that the Corporation will make additional updates with respect to that statement or any other forward-looking statements.
4 UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED INCOME For the Three Months Ended March 31 (Dollars in Millions, Except Per Share Amounts) (Unaudited) 2001 2000 Pct Chg ---------- ---------- ------- OPERATING REVENUES $ 2,943 $ 2,906 + 1 Operating Expenses 2,504 2,454 + 2 ---------- ---------- OPERATING INCOME 439 452 - 3 Other Income - Net 30 20 + 50 Interest Expense (181) (182) - 1 ---------- ---------- INCOME BEFORE INCOME TAXES 288 290 - 1 Income Tax Expense (107) (105) + 2 ---------- ---------- NET INCOME $ 181 $ 185 - 2 ========== ========== BASIC EARNINGS PER SHARE $ 0.73 $ 0.75 - 3 DILUTED EARNINGS PER SHARE $ 0.72 $ 0.74 - 3 Average Basic Shares Outstanding (MM) 246.9 246.4 Average Diluted Shares Outstanding (MM) 271.0 269.3 April 26, 2001 (1)
5 UNION PACIFIC RAILROAD REVENUE DETAIL For the Three Months Ended March 31 (Unaudited) 2001 2000 Pct Chg ------------ ------------ ------- COMMODITY REVENUE (000): Agricultural $ 369,788 $ 349,494 + 6 Automotive 275,639 290,136 - 5 Chemicals 390,252 411,942 - 5 Energy 593,341 529,095 + 12 Industrial Products 471,960 492,046 - 4 Intermodal 450,100 441,057 + 2 ------------ ------------ Total $ 2,551,080 $ 2,513,770 + 1 ============ ============ REVENUE CARLOADS: Agricultural 219,155 220,988 - 1 Automotive 185,447 199,262 - 7 Chemicals 219,403 231,796 - 5 Energy 536,546 479,813 + 12 Industrial Products 335,827 354,856 - 5 Intermodal 682,675 687,035 - 1 ------------ ------------ Total 2,179,053 2,173,750 -- ============ ============ AVERAGE REVENUE PER CAR: Agricultural $ 1,687 $ 1,582 + 7 Automotive 1,486 1,456 + 2 Chemicals 1,779 1,777 -- Energy 1,106 1,103 -- Industrial Products 1,405 1,387 + 1 Intermodal 659 642 + 3 ------------ ------------ Total $ 1,171 $ 1,156 + 1 ============ ============ April 26, 2001 (2)
6 RAIL AND OTHER OPERATIONS - a) REVIEW OF OPERATIONS For the Three Months Ended March 31 (Dollars in Millions, Except Operating Statistics) (Unaudited) 2001 2000 Pct Chg ---------- ---------- ---------- OPERATING REVENUES $ 2,663 $ 2,637 + 1 OPERATING EXPENSES Salaries and Benefits 914 900 + 2 Rent Expense 307 292 + 5 Depreciation 280 270 + 4 Fuel and Utilities 334 293 + 14 Materials and Supplies 126 145 - 13 Other 272 286 - 5 ---------- ---------- Total 2,233 2,186 + 2 ---------- ---------- OPERATING INCOME $ 430 $ 451 - 5 ========== ========== OPERATING STATISTICS: Revenue Carloads (Thousands) 2,179 2,174 -- Revenue Ton-Miles (Millions) 123,718 121,243 + 2 Gross Ton-Miles (Millions) 232,180 232,017 -- Rev/RTM (Commodity Revenue Based) 2.06(cent) 2.07(cent) -- Average Commodity Revenue Per Car $ 1,171 $ 1,156 + 1 Average Employees 48,760 50,767 - 4 Average Fuel Price Per Gallon 92.2(cent) 81.3(cent) + 13 Fuel Consumed in Gallons (MM) 322 324 - 1 Fuel Consumption Rate (Gal/000 GTM) 1.387 1.396 - 1 Operating Ratio (%) 83.8 82.9 + 0.9 pt. a) Excludes Overnite's operations. April 26, 2001 (3)
7 OVERNITE TRANSPORTATION COMPANY REVIEW OF OPERATIONS For the Three Months Ended March 31 (Dollars in Millions, Except Operating Statistics) (Unaudited) 2001 2000 Pct Chg ---------- ---------- ---------- OPERATING REVENUES $ 280 $ 269 + 4 OPERATING EXPENSES Salaries and Benefits 171 165 + 4 Rent Expense 22 23 - 4 Depreciation 12 12 -- Fuel and Utilities 18 18 -- Materials and Supplies 13 11 + 18 Other 35 39 - 10 ---------- ---------- Total 271 268 + 1 ---------- ---------- OPERATING INCOME $ 9 $ 1 F ========== ========== OPERATING STATISTICS: Millions of Pounds Hauled - LTL 1,840 1,856 - 1 Millions of Pounds Hauled - Combined 1,964 1,978 - 1 Revenue/CWT - LTL $ 14.04 $ 13.44 + 4 Revenue/CWT - Combined $ 13.61 $ 13.00 + 5 Average Employees 11,427 11,101 + 3 Average Fuel Price Per Gallon 89.8(cent) 86.3(cent) + 4 Fuel Consumed in Gallons (000s) 14,854 14,493 + 2 Operating Ratio (%) 96.9 99.8 - 2.9 pt. April 26, 2001 (4)
8 UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED FINANCIAL POSITION As of March 31, 2001 and December 31, 2000 (Dollars in Millions) (Unaudited) March 31, December 31, 2001 2000 ------------ ------------ ASSETS: Cash and Temporary Investments $ 73 $ 105 Other Current Assets 1,229 1,180 Investments 757 740 Properties - Net 28,281 28,196 Other Assets 412 278 ------------ ------------ Total $ 30,752 $ 30,499 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY: Current Portion of Long Term Debt $ 203 $ 207 Other Current Liabilities 2,547 2,755 Long Term Debt 8,435 8,144 Deferred Income Taxes 7,241 7,143 Other Long Term Liabilities 2,015 2,088 Convertible Preferred Shares 1,500 1,500 Common Shareholders' Equity 8,811 8,662 ------------ ------------ Total $ 30,752 $ 30,499 ============ ============ April 26, 2001 (5)
9 UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED CASH FLOWS For the Three Months Ended March 31 (Dollars in Millions) (Unaudited) 2001 2000 ---------- ---------- OPERATING ACTIVITIES: Net Income $ 181 $ 185 Depreciation 292 282 Deferred Income Taxes 77 91 Other (345) (203) ---------- ---------- Cash Provided by Operating Activities 205 355 ---------- ---------- INVESTING ACTIVITIES: Capital Investments (361) (360) Other (133) 6 ---------- ---------- Cash Used in Investing Activities (494) (354) ---------- ---------- FINANCING ACTIVITIES: Dividends Paid (49) (52) Debt Repaid (214) (168) Financings and Other - Net 520 104 ---------- ---------- Cash Provided by (Used in) Financing Activities 257 (116) ---------- ---------- NET CHANGE IN CASH AND TEMPORARY INVESTMENTS $ (32) $ (115) ========== ========== April 26, 2001 (6)