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): July 18, 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 July 18, 2002 announcing Union Pacific Corporation's financial results for the second quarter of 2002, which is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99 Press Release dated July 18, 2002 announcing Union Pacific Corporation's financial results for the second 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: July 18, 2002 UNION PACIFIC CORPORATION By: /s/ James R. Young -------------------------------------- James R. Young Executive Vice President - Finance 2

EXHIBIT INDEX

EXHIBIT 99 UNION PACIFIC SETS SECOND QUARTER RECORD POST MERGER RECORDS FOR REVENUE AND PRODUCTIVITY GAINS DRIVE 25 PERCENT INCREASE IN NET INCOME FOR IMMEDIATE RELEASE: OMAHA, NE, JULY 18 - UNION PACIFIC CORPORATION (NYSE: UNP) TODAY REPORTED RECORD NET INCOME OF $304 MILLION, OR $1.15 PER DILUTED SHARE. THIS COMPARES TO NET INCOME OF $243 MILLION, OR $.95 PER DILUTED SHARE IN THE SECOND QUARTER OF 2001. OPERATING INCOME AND EARNINGS PER SHARE BOTH HAD DOUBLE-DIGIT INCREASES IN THE QUARTER WITH 22 PERCENT AND 21 PERCENT GROWTH, RESPECTIVELY. "THIS WAS AN OUTSTANDING QUARTER FOR UNION PACIFIC," SAID DICK DAVIDSON, CHAIRMAN AND CHIEF EXECUTIVE OFFICER. "CLEARLY, WE HAVE MOMENTUM IN ALL ASPECTS OF OUR BUSINESS. THE RAILROAD LEVERAGED INCREASED REVENUE, EMPLOYEE PRODUCTIVITY GAINS AND LOWER FUEL PRICES INTO RECORDS FOR OPERATING INCOME, NET INCOME, AND OPERATING RATIO." SECOND QUARTER HIGHLIGHTS UNION PACIFIC CORPORATION, EXCLUDING OVERNITE CORPORATION, REPORTED RECORD SECOND QUARTER OPERATING INCOME OF $583 MILLION COMPARED TO $478 MILLION FOR THE SAME PERIOD IN 2001 - a 22 PERCENT INCREASE. o RAILROAD REVENUE INCREASED 4 PERCENT o EMPLOYEE PRODUCTIVITY (GROSS TON-MILES/EMPLOYEE) INCREASED 9 PERCENT TO A SECOND QUARTER RECORD LEVEL -M O R E-

-2- o OPERATING RATIO (OPERATING EXPENSES/OPERATING REVENUE) IMPROVED 3.0 PERCENTAGE POINTS TO A SECOND QUARTER RECORD 79.3 PERCENT RAILROAD QUARTERLY RECORDS o BEST OVERALL QUARTER FOR OPERATING REVENUE, OPERATING INCOME, AND OPERATING RATIO o BEST OVERALL QUARTER FOR TOTAL CARLOADINGS AND REVENUE TON MILES o AUTOMOTIVE, INTERMODAL AND INDUSTRIAL PRODUCTS EACH SET ALL-TIME QUARTERLY RECORDS IN REVENUE SECOND QUARTER RAILROAD COMMODITY REVENUE SUMMARY VERSUS 2001 o THE FOLLOWING COMMODITY GROUPS HAD REVENUE GROWTH RANGING FROM 11 PERCENT TO 2 PERCENT: - INTERMODAL UP 11 PERCENT - AUTOMOTIVE UP 8 PERCENT - CHEMICALS UP 4 PERCENT - AGRICULTURAL UP 3 PERCENT - INDUSTRIAL PRODUCTS UP 2 PERCENT o ENERGY WAS THE ONLY COMMODITY GROUP THAT WAS DOWN, AT 1 PERCENT. "FIVE OF OUR SIX COMMODITY GROUPS POSTED IMPROVED REVENUE THIS QUARTER," DAVIDSON SAID. "WHILE THIS HIGHLIGHTS THE STRENGTH OF OUR DIVERSE COMMODITY MIX AND COMPETITIVE PRODUCT OFFERINGS, IT'S ALSO A SIGNAL TO ME THAT THERE ARE RAYS OF LIGHT COMING THROUGH THE CLOUDS THAT HAVE BEEN OVER THE AMERICAN ECONOMY FOR MONTHS." -M O R E-

-3- OVERNITE CORPORATION OVERNITE CORPORATION REPORTED A 2 PERCENT INCREASE IN SECOND QUARTER OPERATING INCOME OF $18.3 MILLION, COMPARED TO $18.0 MILLION IN 2001 ON A PRO FORMA BASIS. (PRO FORMA RESULTS FOR 2001 INCLUDE $2.5 MILLION OF OPERATING INCOME FROM MOTOR CARGO, WHICH WAS ACQUIRED ON NOVEMBER 30, 2001.) OPERATING REVENUE WAS UP 2 PERCENT TO $331.7 MILLION FROM $324.3 MILLION LAST YEAR. OVERNITE'S OPERATING RATIO WAS UNCHANGED YEAR OVER YEAR AT 94.5 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'S TRUCKING OPERATIONS INCLUDE OVERNITE CORPORATION WHICH OWNS ITS LESS-THAN-TRUCKLOAD CARRIERS, OVERNITE TRANSPORTATION AND MOTOR CARGO. SUPPLEMENTAL FINANCIAL INFORMATION IS ATTACHED. -M O R E-

-4- 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 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. -0-

UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED INCOME For the Three Months Ended June 30 (Dollars in Millions, Except Per Share Amounts) (Unaudited)

a) Includes the results of Motor Cargo, acquired November 30, 2001. Motor Cargo contributed revenues of $34.7 million, operating expense of $31.9 million and operating income of $2.8 million during the second quarter of 2002. (1)

UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED INCOME For the Six Months Ended June 30 (Dollars in Millions, Except Per Share Amounts) (Unaudited)

a) Includes the results of Motor Cargo, acquired November 30, 2001. Motor Cargo contributed revenues of $66.7 million, operating expense of $62.7 million and operating income of $4.0 million during the first six months of 2002. (2)

UNION PACIFIC RAILROAD REVENUE DETAIL Periods Ended June 30 (Unaudited)

(3)

RAIL AND OTHER OPERATIONS - a) REVIEW OF OPERATIONS Periods Ended June 30 (Dollars in Millions, Except Operating Statistics) (Unaudited)

a) Excludes Overnite's operations. (4)

OVERNITE CORPORATION REVIEW OF OPERATIONS - PRO FORMA Periods Ended June 30 (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 second quarter and year-to-date of 2001, respectively, were as follows: Revenues - $289.8 and $570.0, Operating Expenses - $274.3 and $545.8, and Operating Income $15.5 and $24.2. (5)

UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED FINANCIAL POSITION As of June 30, 2002 and December 31, 2001 (Dollars in Millions) (Unaudited)

(6)

UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED CASH FLOWS For the Six Months Ended June 30 (Dollars in Millions) (Unaudited)

(7)