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 24, 2003 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 9. Regulation FD Disclosure (Item 12, Disclosure of Results of Operations and Financial Condition). The following Press Release, Attached as Exhibit 99, and the information set forth therein is furnished under Item 12, Disclosure of Results of Operations and Financial Condition, pursuant to interim guidance issued by the Securities and Exchange Commission in Release Nos. 33-8216 and 34-47583. The Press Release was issued by Union Pacific Corporation on July 24, 2003, announcing Union Pacific Corporation's financial results for the second quarter of 2003, which is incorporated herein by reference. 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 24, 2003 UNION PACIFIC CORPORATION By: /s/ James R. Young ------------------------------ James R. Young Executive Vice President - Finance
EXHIBIT INDEX
EXHIBIT 99 UNION PACIFIC REPORTS RECORD REVENUE OF $3.3 BILLION FOR IMMEDIATE RELEASE: OMAHA, NE, JULY 24, 2003 - Union Pacific Corporation (NYSE: UNP) today reported second quarter net income of $288 million, or $1.10 per diluted share. This compares to net income of $304 million, or $1.15 per diluted share in the second quarter of 2002. Operating income was $605 million, compared to $602 million in 2002. The 2003 results include a one-time expense of $.03 per diluted share for costs associated with the $500 million redemption of the Corporation's convertible preferred securities. "This was our best quarter ever in terms of revenue. In a weak economic climate with carloadings flat compared to last year, this excellent revenue performance indicates the strength of our business mix," said Dick Davidson, chairman and chief executive officer. "And, although fuel surcharges contributed to our revenue growth, they did not fully mitigate the additional $54 million of Railroad fuel expense incurred due to a $.16 per gallon increase in diesel prices from a year ago." SECOND QUARTER HIGHLIGHTS Union Pacific Corporation, excluding Overnite Corporation, reported second quarter operating income of $584 million compared to $583 million for the same period in 2002. o Railroad Operating Revenue increased 3 percent -M O R E-
-2- o Employee Productivity (gross ton-miles/employee) increased 4 percent to a second quarter record level o Operating Margin was 20.2 percent, compared to last year's second quarter 20.7 percent SECOND QUARTER RAILROAD COMMODITY REVENUE SUMMARY VERSUS 2002 - - Agricultural up 6 percent - - Energy up 6 percent - - Industrial Products up 5 percent - - Intermodal was flat - - Automotive down 2 percent - - Chemicals down 2 percent "The key takeaway here is that our franchise diversity is vital to sustained revenue growth," Davidson said. "In a tough economy, our less cyclical businesses - such as Agriculture and Energy - can lead us to greater profitability." OVERNITE CORPORATION Overnite Corporation reported a 15 percent increase in second quarter operating income of $21.0 million, compared to $18.2 million in 2002. Operating revenue was up 10 percent to $372.0 million from $337.1 million last year. Overnite's operating ratio was 94.4 percent compared to 94.6 percent. -M O R E-
-3- LOOKING FORWARD "We are cautiously upbeat about the second half of the year," Davidson said. "One cloud on the horizon, however, is energy prices. Diesel fuel and natural gas prices have remained stubbornly high, affecting our customers' businesses and our cost structure as well as creating a drag on the overall economy. We remain focused on running a quality, profitable Company and, with help from a little stronger economy, we're positioned for growth." 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 WEB SITE: www.up.com. OUR CONTACT FOR INVESTORS IS JENNIFER HAMANN AT (402) 271-4227. OUR MEDIA CONTACT IS KATHRYN BLACKWELL AT (402) 271-3753. ********** This press release and related materials may contain statements about the Corporation's future that are not statements of historical fact. These statements are, or will be, forward-looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward-looking statements include, without limitation, statements regarding: expectations as to operational improvements; expectations as to cost savings, revenue growth and earnings; the time by which certain objectives will be achieved; estimates of costs relating to environmental remediation and restoration; proposed new products and services; expectations that claims, lawsuits, environmental costs, commitments, contingent liabilities, labor negotiations or agreements, or other matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity; and statements concerning projections, predictions, expectations, estimates or forecasts as to the Corporation's and its subsidiaries' business, financial and operational results, and future economic performance, statements of management's goals and objectives and other similar expressions concerning matters that are not historical facts. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times that, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management's good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Important factors that could affect the Corporation's and its subsidiaries' future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements include, but are not limited to: whether the Corporation and its subsidiaries are fully successful in implementing their financial and operational initiatives; industry competition, conditions, performance and consolidation; legislative and regulatory developments, including possible enactment of new tax rates and possible enactment of initiatives to re-regulate the rail industry; natural events such as severe weather, fire, floods and earthquakes; the effects of adverse general economic conditions, both within the United States and globally; any adverse economic or operational repercussions from terrorist activities and any governmental response thereto; war or risk of war; changes in fuel prices; changes in labor costs; labor stoppages; and the outcome of claims and litigation, including those related to environmental contamination, personal injuries, and occupational illnesses arising from hearing loss, repetitive motion and exposure to asbestos and diesel fumes. Forward-looking statements speak only as of the date the statements were 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 one or more forward-looking statements, no inference should be drawn that the Corporation will make additional updates with respect thereto or with respect to 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)
UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED INCOME For the Six Months Ended June 30 (Dollars in Millions, Except Per Share Amounts) (Unaudited)
UNION PACIFIC RAILROAD REVENUE DETAIL Periods Ended June 30 (Unaudited)
RAIL AND OTHER OPERATIONS - a) REVIEW OF OPERATIONS Periods Ended June 30 (Dollars in Millions, Except Operating Statistics) (Unaudited)
OVERNITE CORPORATION REVIEW OF OPERATIONS Periods Ended June 30 (Dollars in Millions, Except Operating Statistics) (Unaudited)
UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED FINANCIAL POSITION As of June 30, 2003 and December 31, 2002 (Dollars in Millions) (Unaudited)
UNION PACIFIC CORPORATION STATEMENTS OF CONSOLIDATED CASH FLOWS For the Six Months Ended June 30 (Dollars in Millions) (Unaudited)