Union Pacific Railroad Company: SEC Filing :

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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): July 19, 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 July 19, 2001 announcing Union Pacific Corporation's financial results for the second quarter of 2001, which is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99 Press Release dated July 19, 2001 announcing Union Pacific Corporation's financial results for the second 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: July 19, 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 July 19, 2001 announcing Union Pacific Corporation's financial results for the second quarter of 2001.

1 EXHIBIT 99 UNION PACIFIC ANNOUNCES SECOND QUARTER RESULTS FOR IMMEDIATE RELEASE: Omaha, NE, July 19 - Union Pacific Corporation today reported net income for the second quarter of $243 million, or $.95 per diluted share. This compares to net income of $244 million, or $.96 per diluted share, in the second quarter of 2000. In commenting on the company's performance, Dick Davidson, chairman and chief executive officer, said, "The benefits of our diverse franchise were evident in the second quarter. Strength in Energy and Agricultural traffic, coupled with strong real estate sales, helped to offset the challenges of a soft economy and continued high fuel prices as well as floods in key areas of our service territory. Despite this difficult near-term environment, we remain committed to improving the quality of service to customers. The entire Union Pacific Team continues to be focused on improving yields and driving productivity while positioning our company to leverage our strengths when the economy eventually improves." For the second quarter, Union Pacific Corporation, excluding Overnite, reported operating income of $478 million compared to $526 million for the same period in 2000. The Railroad's commodity revenue increased to $2.6 billion for the quarter as average revenue per car was up 2 percent. Energy continued to be strong, with revenue growth of 18 percent, while agricultural revenues showed a 3 percent gain. The economically sensitive commodities all declined with industrial -M O R E-

2 -2- Products down 1 percent, Intermodal and Automotive each down 2 percent and Chemicals down 9 percent. The operating ratio was up 1.9 percentage points to 82.3 percent from 80.4 percent in second quarter 2000. Key factors behind the increase were a 10 percent surge in fuel prices over 2000 levels and additional costs due to flooding in both Houston and the upper Midwest. Overnite Transportation reported second quarter operating income of $16 million compared to $17 million in the second quarter of 2000. Revenue increased 2 percent to $290 million from $283 million, while Overnite's operating ratio increased 0.5 percentage points to 94.6 percent. For the first half of 2001, the Corporation reported operating income of $933 million and net income of $424 million compared to operating income of $994 million and net income of $429 million for the same period in 2000. 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, -M O R E-

3 -3- 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. 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 June 30 (Dollars in Millions, Except Per Share Amounts) (Unaudited) 2001 2000 Pct Chg ------- ------- ------------ OPERATING REVENUES $ 2,998 $ 2,966 + 1 Operating Expenses 2,504 2,424 + 3 ------- ------- OPERATING INCOME 494 542 -- 9 Other Income - Net 75 24 F Interest Expense (178) (180) -- 1 ------- ------- INCOME BEFORE INCOME TAXES 391 386 + 1 Income Tax Expense (148) (142) + 4 ------- ------- NET INCOME $ 243 $ 244 -- ======= ======= BASIC EARNINGS PER SHARE $ 0.98 $ 0.99 -- 1 DILUTED EARNINGS PER SHARE $ 0.95 $ 0.96 -- 1 Average Basic Shares Outstanding (MM) 247.7 246.4 Average Diluted Shares Outstanding (MM) 271.9 269.4 July 19, 2001

5 UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED INCOME For the Six Months Ended June 30 (Dollars in Millions, Except Per Share Amounts) (Unaudited) 2001 2000 Pct Chg ------- ------- ------------- OPERATING REVENUES $ 5,941 $ 5,872 + 1 Operating Expenses 5,008 4,878 + 3 ------- ------- OPERATING INCOME 933 994 -- 6 Other Income - Net 105 44 F Interest Expense (359) (362) -- 1 ------- ------- INCOME BEFORE INCOME TAXES 679 676 -- Income Tax Expense (255) (247) + 3 ------- ------- NET INCOME $ 424 $ 429 -- 1 ======= ======= BASIC EARNINGS PER SHARE $ 1.71 $ 1.74 -- 2 DILUTED EARNINGS PER SHARE $ 1.67 $ 1.70 -- 2 Average Basic Shares Outstanding (MM) 247.3 246.4 Average Diluted Shares Outstanding (MM) 271.4 269.4 July 19, 2001

6 UNION PACIFIC RAILROAD REVENUE DETAIL Periods Ended June 30 (Unaudited) Second Quarter Year-to-Date 2001 2000 Pct Chg 2001 2000 Pct Chg - ---------- ---------- --------- ---------- ---------- ----------- COMMODITY REVENUE (000): $ 344,468 $ 334,293 + 3 Agricultural $ 714,256 $ 683,787 + 4 301,037 307,039 -- 2 Automotive 576,676 597,175 -- 3 387,553 424,175 -- 9 Chemicals 777,805 836,117 -- 7 576,877 489,959 + 18 Energy 1,170,218 1,019,054 + 15 522,327 525,250 -- 1 Industrial Products 994,287 1,017,296 -- 2 462,269 470,842 -- 2 Intermodal 912,369 911,899 -- - ---------- ---------- ---------- ---------- $2,594,531 $2,551,558 + 2 Total $5,145,611 $5,065,328 + 2 ========== ========== ========== ========== REVENUE CARLOADS: 211,082 213,250 -- 1 Agricultural 430,237 434,238 -- 1 198,828 213,593 -- 7 Automotive 384,275 412,855 -- 7 221,647 243,611 -- 9 Chemicals 441,050 475,407 -- 7 516,479 439,233 + 18 Energy 1,053,025 919,046 + 15 374,243 375,741 -- Industrial Products 710,070 730,597 -- 3 688,784 727,441 -- 5 Intermodal 1,371,459 1,414,476 -- 3 - ---------- ---------- ---------- ---------- 2,211,063 2,212,869 -- Total 4,390,116 4,386,619 -- ========== ========== ========== ========== AVERAGE REVENUE PER CAR: $ 1,632 $ 1,568 + 4 Agricultural $ 1,660 $ 1,575 + 5 1,514 1,437 + 5 Automotive 1,501 1,446 + 4 1,749 1,741 -- Chemicals 1,764 1,759 -- 1,117 1,115 -- Energy 1,111 1,109 -- 1,396 1,398 -- Industrial Products 1,400 1,392 + 1 671 647 + 4 Intermodal 665 645 + 3 - ---------- ---------- ---------- ---------- $ 1,173 $ 1,153 + 2 Total $ 1,172 $ 1,155 + 1 ========== ========== ========== ========== July 19, 2001

7 RAIL AND OTHER OPERATIONS - a) REVIEW OF OPERATIONS Periods Ended June 30 (Dollars in Millions, Except Operating Statistics) (Unaudited) Second Quarter Year-to-Date 2001 2000 Pct Chg 2001 2000 Pct Chg - ---------- ---------- ----------- ---------- ----------- --------- $ 2,708 $ 2,683 + 1 OPERATING REVENUES $ 5,371 $ 5,320 + 1 OPERATING EXPENSES 888 875 + 1 Salaries and Benefits 1,802 1,775 + 2 307 286 + 7 Rent Expense 614 578 + 6 281 271 + 4 Depreciation 561 541 + 4 321 294 + 9 Fuel and Utilities 655 587 + 12 133 142 -- 6 Materials and Supplies 259 287 -- 10 300 289 + 4 Other 572 575 -- 1 - ---------- ---------- ---------- ---------- 2,230 2,157 + 3 Total 4,463 4,343 + 3 - ---------- ---------- ---------- ---------- $ 478 $ 526 -- 9 OPERATING INCOME $ 908 $ 977 -- 7 ========== ========== ========== ========== OPERATING STATISTICS: 2,211 2,213 -- Revenue Carloads(Thousands) 4,390 4,387 -- 124,028 117,827 + 5 Revenue Ton-Miles(Millions) 247,746 239,070 + 4 235,473 227,322 + 4 Gross Ton-Miles(Millions) 467,653 459,339 + 2 2.09c. 2.17c. -- 4 Rev/RTM(Commodity Revenue Based) 2.08c. 2.12c. -- 2 $ 1,173 $ 1,153 + 2 Average Commodity Revenue Per Car $ 1,172 $ 1,155 + 1 49,491 50,948 -- 3 Average Employees 49,126 50,857 -- 3 92c. 84c. + 10 Average Fuel Price Per Gallon 92c. 82c. + 12 318 319 -- Fuel Consumed in Gallons(MM) 640 643 -- 1.350 1.402 -- 4 Fuel Consumption Rate Gal/000 GTM) 1.369 1.399 -- 2 82.3 80.4 + 1.9 pt. Operating Ratio(%) 83.1 81.6 + 1.5 pt. a) Excludes Overnite's operations. July 19, 2001

8 OVERNITE TRANSPORTATION COMPANY REVIEW OF OPERATIONS Periods Ended June 30 (Dollars in Millions, Except Operating Statistics) (Unaudited) Second Quarter Year-to-Date 2001 2000 Pct Chg 2001 2000 Pct Chg - ------- ------- ------------- ------- ------- ----------- $ 290 $ 283 + 2 OPERATING REVENUES $ 570 $ 552 + 3 OPERATING EXPENSES 175 165 + 6 Salaries and Benefits 346 330 + 5 24 24 -- Rent Expense 46 47 -- 2 12 12 -- Depreciation 24 24 -- 17 17 -- Fuel and Utilities 35 35 -- 12 12 -- Materials and Supplies 25 24 + 4 34 36 -- 6 Other 69 75 -- 8 - ------- ------- ------ ------- 274 266 + 3 Total 545 535 + 2 - ------- ------- ------ ------- $ 16 $ 17 -- 6 OPERATING INCOME $ 25 $ 17 + 47 ======= ======= ====== ======= OPERATING STATISTICS: 1,917 1,927 -- 1 Millions of Pounds Hauled - LTL 3,758 3,783 -- 1 2,036 2,062 -- 1 Millions of Pounds Hauled - Combined 4,000 4,039 -- 1 $ 14.00 $ 13.51 + 4 Revenue/CWT - LTL $ 14.02 $ 13.48 + 4 $ 13.66 $ 13.10 + 4 Revenue/CWT - Combined $ 13.63 $ 13.05 + 4 11,548 11,182 + 3 Average Employees 11,487 11,142 + 3 88c. 83c. + 6 Average Fuel Price Per Gallon 89c. 84c. + 6 14,320 14,453 -- 1 Fuel Consumed in Gallons (000s) 29,174 28,946 + 1 94.6 94.1 + 0.5 pt. Operating Ratio (%) 95.8 96.9 -- 1.1 pt. July 19, 2001

9 UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED FINANCIAL POSITION As of June 30, 2001 and December 31, 2000 (Dollars in Millions) (Unaudited) June 30, December 31, 2001 2000 --------- ------------ ASSETS: Cash and Temporary Investments $ 130 $ 105 Other Current Assets 1,229 1,180 Investments 767 740 Properties - Net 28,425 28,196 Other Assets 440 278 ------- ------- Total $30,991 $30,499 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY: Current Portion of Long Term Debt $ 200 $ 207 Other Current Liabilities 2,558 2,755 Long Term Debt 8,299 8,144 Deferred Income Taxes 7,377 7,143 Other Long Term Liabilities 2,024 2,088 Convertible Preferred Shares 1,500 1,500 Common Shareholders' Equity 9,033 8,662 ------- ------- Total $30,991 $30,499 ======= ======= July 19, 2001

10 UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED CASH FLOWS For the Six Months Ended June 30 (Dollars in Millions) (Unaudited) 2001 2000 ------- ------- OPERATING ACTIVITIES: Net Income $ 424 $ 429 Depreciation 585 565 Deferred Income Taxes 203 200 Other (369) (160) ------- ------- Cash Provided by Operating Activities 843 1,034 ------- ------- INVESTING ACTIVITIES: Capital Investments (792) (817) Other (111) (155) ------- ------- Cash Used in Investing Activities (903) (972) ------- ------- FINANCING ACTIVITIES: Dividends Paid (99) (101) Debt Repaid (439) (539) Financings and Other - Net 623 475 ------- ------- Cash Provided by (Used in) Financing Activities 85 (165) ------- ------- NET CHANGE IN CASH AND TEMPORARY INVESTMENTS $ 25 $ (103) ======= ======= July 19, 2001