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): January 24, 2002 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)
Item 5. Other Events. Attached as an Exhibit is the Press Release issued by Union Pacific Corporation on January 24, 2002 announcing Union Pacific Corporation's financial results for the fourth quarter of 2001, which is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99 Press Release dated January 24, 2002 announcing Union Pacific Corporation's financial results for the fourth 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: January 24, 2002 UNION PACIFIC CORPORATION By: /s/ James R. Young ---------------------------------- James R. Young Executive Vice President - Finance
EXHIBIT INDEX
EXHIBIT 99 UNION PACIFIC INCOME UP 20 PERCENT ON STRONG OPERATING RESULTS UNION PACIFIC REPORTS THIRD STRAIGHT YEAR OF EARNINGS IMPROVEMENT FOR IMMEDIATE RELEASE: OMAHA, NE, JANUARY 24, 2002 - UNION PACIFIC CORPORATION (NYSE: UNP) TODAY REPORTED THAT NET INCOME FOR THE FOURTH QUARTER OF 2001 INCREASED 20 PERCENT TO $275 MILLION, OR $1.06 PER DILUTED SHARE. THIS COMPARES TO THE 2000 LEVEL OF $229 MILLION, OR $.90 PER DILUTED SHARE, EXCLUDING A $72 MILLION AFTER-TAX WORK FORCE REDUCTION CHARGE. FOR THE YEAR, NET INCOME INCREASED BY SIX PERCENT TO $966 MILLION, OR $3.77 PER DILUTED SHARE, COMPARED TO $914 MILLION, OR $3.61 PER DILUTED SHARE IN 2000, EXCLUDING THE $72 MILLION AFTER-TAX CHARGE. "UNION PACIFIC HAD A GREAT FOURTH QUARTER," DICK DAVIDSON, CHAIRMAN AND CHIEF EXECUTIVE OFFICER, SAID. "THE STRENGTH OF UNION PACIFIC'S EARNINGS IS PARTICULARLY EVIDENT WHEN YOU CONSIDER THE ECONOMIC DOWNTURN FACING THE COUNTRY. WE'VE IMPROVED OUR PRODUCTIVITY AND EFFICIENCY TO THE POINT THAT WE'VE DRIVEN THE RAILROAD'S OPERATING RATIO BELOW 80 PERCENT FOR TWO CONSECUTIVE QUARTERS - AND FOR THE FIRST TIME EVER IN THE FOURTH QUARTER." FOURTH QUARTER HIGHLIGHTS IN THE FOURTH QUARTER, UNION PACIFIC RAILROAD AND OTHER OPERATIONS REPORTED A 26 PERCENT INCREASE IN OPERATING INCOME TO $554 MILLION, COMPARED TO $438 MILLION FOR THE SAME PERIOD IN 2000, EXCLUDING THE WORK FORCE REDUCTION CHARGE. o COMMODITY REVENUE WAS UP 2 PERCENT TO $2.6 BILLION IN THE FOURTH QUARTER, o EMPLOYEE PRODUCTIVITY (GROSS TON-MILES/EMPLOYEE) INCREASED 10 PERCENT, o FUEL AND UTILITIES COSTS FELL 20 PERCENT, o OPERATING RATIO IMPROVED TO 79.7 PERCENT - A FOURTH QUARTER RECORD. -MORE-
-2- FOURTH QUARTER RAILROAD COMMODITY REVENUE HIGHLIGHTS VERSUS 2000 o ENERGY UP 13 PERCENT, CAPPING A RECORD YEAR, o AGRICULTURAL UP 8 PERCENT, o INTERMODAL UP 1 PERCENT, o ECONOMICALLY SENSITIVE COMMODITIES OF INDUSTRIAL PRODUCTS, CHEMICALS, AND AUTOMOTIVE DOWN 1, 4, AND 6 PERCENT, RESPECTIVELY. "ALTHOUGH TERRORIST ATTACKS AND THE RECESSION CLOUDED 2001, UNION PACIFIC EMPLOYEES CAME TOGETHER TO MEET THE CHALLENGE OF KEEPING OUR RAILROAD OPERATING EFFICIENTLY," SAID DAVIDSON. "THE CREDIT FOR OUR STRONG PERFORMANCE IS DUE TO OUR EMPLOYEES WHO SET RECORD LEVELS OF PRODUCTIVITY. "IN A YEAR IN WHICH WE ARE SEEING MANY COMPANIES REPORTING LOSSES, WE ARE PROUD TO REPORT OUR THIRD CONSECUTIVE YEAR OF INCREASED EARNINGS. WE ARE CONFIDENT THAT OUR UNPARALLELED FRANCHISE AND GROWTH STRATEGY WILL POSITION US WELL FOR 2002." FULL YEAR 2001 HIGHLIGHTS FOR UNION PACIFIC RAILROAD AND OTHER OPERATIONS o OPERATING RATIO IMPROVED 0.3 POINTS TO 81.4 PERCENT, o EMPLOYEE PRODUCTIVITY INCREASED 7 PERCENT, o REVENUE INCREASED ONE PERCENT, DRIVEN LARGELY BY AN INCREASE IN AVERAGE REVENUE PER CAR IN EVERY COMMODITY EXCEPT ENERGY, OVERNITE TRANSPORTATION OVERNITE TRANSPORTATION EARNED $11 MILLION IN OPERATING INCOME IN THE FOURTH QUARTER OF 2001, COMPARED TO $16 MILLION IN 2000. FOR THE YEAR, OVERNITE REPORTED OPERATING INCOME OF $54 MILLION, COMPARED TO $53 MILLION IN 2000. OPERATING REVENUES GREW 2% IN FULL YEAR 2001 FROM $1.11 BILLION IN 2000 TO $1.13 BILLION. OPERATING RATIO WAS 95.2 PERCENT FOR FULL YEAR 2001, THE SAME AS IN 2000. -MORE-
-3- 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. SUPPLEMENTAL FINANCIAL INFORMATION IS ATTACHED. ADDITIONAL INFORMATION IS AVAILABLE AT OUR WEBSITE: www.up.com. CONTACT FOR INVESTORS IS BETH WHITED AT 402-271-4227. CONTACT FOR MEDIA IS JOHN BROMLEY 402-271-3475 OR KATHRYN BLACKWELL 402-319-4288. 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; any adverse economic or operational repercussions from recent terrorist activities, any government response thereto and any future terrorist activities; 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.
UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED INCOME For the Three Months Ended December 31 (Dollars in Millions, Except Per Share Amounts) (Unaudited)
UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED INCOME For the Year Ended December 31 (Dollars in Millions, Except Per Share Amounts) (Unaudited)
UNION PACIFIC RAILROAD REVENUE DETAIL Periods Ended December 31 (Unaudited)
RAIL AND OTHER OPERATIONS - A) REVIEW OF OPERATIONS Periods Ended December 31 (Dollars in Millions, Except Operating Statistics) (Unaudited)
OVERNITE TRANSPORTATION COMPANY A) REVIEW OF OPERATIONS Periods Ended December 31 (Dollars in Millions, Except Operating Statistics) (Unaudited)
UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED FINANCIAL POSITION As of December 31 (Dollars in Millions) (Unaudited)
UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED CASH FLOWS For the Year Ended December 31 (Dollars in Millions) (Unaudited)