Union Pacific Railroad Company: SEC Filing :

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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 25, 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 April 25, 2002 announcing Union Pacific Corporation's financial results for the first quarter of 2002, which is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99 Press Release dated April 25, 2002 announcing Union Pacific Corporation's financial results for the first quarter of 2002. 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 25, 2002 UNION PACIFIC CORPORATION By: /s/ James R. Young ------------------------------------------- James R. Young Executive Vice President - Finance

EXHIBIT INDEX

EXHIBIT 99 UNION PACIFIC POSTS RECORD QUARTER EARNINGS PER SHARE UP 19 PERCENT ON RECORD NET INCOME OMAHA, NE, APRIL 25 - UNION PACIFIC CORPORATION TODAY REPORTED A 19 PERCENT INCREASE IN EARNINGS PER SHARE TO $.86 PER DILUTED SHARE ON RECORD FIRST QUARTER NET INCOME OF $222 MILLION. THIS COMPARES TO NET INCOME OF $181 MILLION, OR $.72 PER DILUTED SHARE IN THE FIRST QUARTER OF 2001. "UNION PACIFIC PRODUCED QUALITY EARNINGS WITH ANOTHER STRONG QUARTER OF PERFORMANCE," SAID DICK DAVIDSON, CHAIRMAN AND CHIEF EXECUTIVE OFFICER. "WE MANAGED TO STAY THE COURSE IN A ROUGH ECONOMY. WE ACHIEVED DOUBLE-DIGIT GROWTH IN EARNINGS PER SHARE DESPITE OPERATING REVENUES THAT WERE EVEN YEAR-OVER-YEAR. EMPLOYEE PRODUCTIVITY AT THE RAILROAD WAS AT A RECORD LEVEL IN THE FIRST QUARTER AND RAILROAD CUSTOMER SATISFACTION IS AT AN ALL-TIME HIGH." FIRST QUARTER HIGHLIGHTS UNION PACIFIC CORPORATION, EXCLUDING OVERNITE CORPORATION, REPORTED RECORD FIRST QUARTER OPERATING INCOME OF $489 MILLION COMPARED TO $430 MILLION FOR THE SAME PERIOD IN 2001 - A 14 PERCENT INCREASE. o OPERATING RATIO (OPERATING EXPENSES/OPERATING REVENUE) IMPROVED 2.2 PERCENTAGE POINTS TO A FIRST-QUARTER RECORD 81.6 PERCENT o EMPLOYEE PRODUCTIVITY (GROSS TON-MILES/EMPLOYEE) INCREASED 7% TO A FIRST QUARTER RECORD LEVEL -M O R E-

-2- o FUEL AND UTILITIES COSTS FELL 33 PERCENT ON DECLINING PRICES o RECORD SAFETY PERFORMANCE FIRST QUARTER RAILROAD COMMODITY REVENUE SUMMARY VERSUS 2001 o AUTOMOTIVE REVENUE WAS UP 2 PERCENT o INTERMODAL POSTED A 1 PERCENT GAIN o AGRICULTURAL AND INDUSTRIAL PRODUCTS WERE FLAT o THE OTHER COMMODITIES EXPERIENCED SLIGHT REVENUE DECLINES DURING THE QUARTER WITH ENERGY DOWN 2 PERCENT AND CHEMICALS DOWN 1 PERCENT "UNION PACIFIC AGAIN DEMONSTRATED THE STRENGTH OF ITS FRANCHISE WITH A BALANCED MIX OF REVENUE," DAVIDSON SAID. "WHILE THE ECONOMY REMAINS A WILD CARD FOR AMERICAN INDUSTRY, OUR EMPLOYEES CONTINUE TO FOCUS ON QUALITY PROCESSES THAT IMPROVE PRODUCTIVITY AND PROVIDE OUR CUSTOMERS WITH EXCELLENT SERVICE." OVERNITE CORPORATION OVERNITE CORPORATION REPORTED FIRST QUARTER OPERATING INCOME OF $10.5 MILLION, ESSENTIALLY FLAT WITH 2001 ON A PRO FORMA BASIS. (PRO FORMA RESULTS FOR 2001 INCLUDE $1.9 MILLION OF OPERATING INCOME FROM MOTOR CARGO, WHICH WAS ACQUIRED ON NOVEMBER 30, 2001.) OPERATING REVENUE DECREASED 3 PERCENT TO $304.9 MILLION FROM $313.2 MILLION LAST YEAR. OVERNITE'S OPERATING RATIO DECREASED 0.1 PERCENTAGE POINT TO 96.6 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 -M O R E-

-3- 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'S TRUCKING OPERATIONS INCLUDE OVERNITE CORPORATION WHICH OWNS ITS LESS-THAN-TRUCKLOAD CARRIERS, OVERNITE TRANSPORTATION AND MOTOR CARGO. SUPPLEMENTAL FINANCIAL INFORMATION IS ATTACHED. ADDITIONAL INFORMATION IS AVAILABLE AT OUR WEBSITE: WWW.UP.COM. OUR CONTACT FOR INVESTORS IS JENNIFER HAMANN AT (402) 271-4227. OUR MEDIA CONTACTS ARE KATHRYN BLACKWELL AT (402) 271-3753 OR JOHN BROMLEY 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 - M O R E-

-4- 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 TERRORIST ACTIVITIES AND ANY GOVERNMENT RESPONSE THERETO; 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 March 31 (Dollars in Millions, Except Per Share Amounts) (Unaudited)

a) Includes the results of Motor Cargo, acquired November 30, 2001. Motor Cargo contributed revenues of $32 million, operating expense of $31 million and operating income of $1 million during the first quarter of 2002. April 25, 2002 (1)

UNION PACIFIC RAILROAD REVENUE DETAIL For the Three Months Ended March 31 (Unaudited)

April 25, 2002 (2)

RAIL AND OTHER OPERATIONS - a) REVIEW OF OPERATIONS For the Three Months Ended March 31 (Dollars in Millions, Except Operating Statistics) (Unaudited)

a) Excludes Overnite's operations. April 25, 2002 (3)

OVERNITE CORPORATION REVIEW OF OPERATIONS - PRO FORMA For the Three Months Ended March 31 (Dollars in Millions, Except Operating Statistics) (Unaudited)

a) Includes the pro forma effects of the Motor Cargo acquisition, as if the acquisition had been effective January 1, 2001. The actual results of Overnite Transportation Company for the first quarter of 2001 were as follows: Revenues - $280.2, Operating Expenses - $271.6, and Operating Income $8.6. April 25, 2002 (4)

UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED FINANCIAL POSITION As of March 31, 2002 and December 31, 2001 (Dollars in Millions) (Unaudited)

April 25, 2002 (5)

UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED CASH FLOWS For the Three Months Ended March 31 (Dollars in Millions) (Unaudited)

April 25, 2002 (6)