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 20, 1995
UNION PACIFIC CORPORATION
(Exact name of Registrant as specified in its charter)
Utah
(State or other jurisdiction of incorporation)
1-6075 13-2626465
(Commission File Number) (IRS Employer
Identification No.)
Eighth & Eaton Avenues, Bethlehem, 18018
Pennsylvania
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code: (610) 861-3200
2
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Number Description
12 Computation of Earnings to Fixed Charges for
Union Pacific Corporation for the year ended
December 31, 1994 and as adjusted for the
pro forma effect of (i) the acquistion of
Chicago and North Western Transportation
Company and (ii) such acquisition and the
proposed issuance by Union Pacific
Corporation of debt securities.
99 Press Release, dated April 20, 1995,
containing unaudited earnings information
for Union Pacific Corporation and subsidiary
companies for the quarter ended March 31,
1995.
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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 thereunto duly authorized.
UNION PACIFIC CORPORATION
/s/ Carl W. von Bernuth
---------------------------
Carl W. von Bernuth
Senior Vice President and
General Counsel
Date: April 20, 1995
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Exhibit Index
Number Description
12 Computation of Earnings to Fixed Charges for
Union Pacific Corporation for the year ended
December 31, 1994 and as adjusted for the pro
forma effect of (i) the acquisition of Chicago
and North Western Transportation Company and
(ii) such acquisition and the proposed issuance
by Union Pacific Corporation of debt securities.
99 Press Release, dated April 20, 1995, containing
unaudited earnings information for Union Pacific
Corporation and subsidiary companies for the
quarter ended March 31, 1995.
EXHIBIT 12
Union Pacific Corporation and Subsidiary Companies
Computation of Ratio of Earnings to Fixed Charges
(In Thousands, Except Ratios)
(Unaudited)
The following table sets forth the consolidated Earnings to
Fixed Charges ratio of Union Pacific Corporation (the "Company" or
"UPC") for the year ended December 31, 1994 and as adjusted for the pro
forma effect of (i) the Company's acquisition of Chicago and North Western
Transportation Company ("CNW") and related borrowings and (ii) the
Company's acquisition of CNW and related borrowings and the proposed
issuance by the Company of $425 million of 7.60% Notes Due May 1, 2005
and $275 million of 8.35% Sinking Fund Debentures Due May 1, 2025, in
each case as if such transactions had occurred on December 31, 1994.
The following information was derived from the audited consolidated
historical financial statements of the Company and CNW for the year
ended December 31, 1994. This information is presented for
informational purposes only and does not purport to be indicative of
the financial condition that would have resulted if such transactions
had been consummated on December 31, 1994. The pro forma information
set forth below does not include the effects of any potential increase
in operating income created by operational efficiencies and new
business opportunities, or one-time costs to achieve such increases,
nor does it include a final allocation of purchase price to the assets
and liabilities of CNW based upon fair market value. The following table
should be read in conjunction with the audited consolidated historical
financial statements of the Company and CNW, including the notes thereto.
Twelve Months
Ended December 31, 1994
CNW
Acquisition
CNW and Securities
UPC Acquisition Offering
Actual Pro Forma Pro Forma
Earnings:
Income from continuing operations.... $ 958,654 $ 927,654 $ 932,064
Add (deduct) amount by which
distributions are greater (less)
than income of unconsolidated
affiliates....................... (50,479) (29,194) (29,194)
Total....................... 908,175 898,460 902,870
------- ------- -------
Income Taxes:
Federal, state and local............ 460,344 472,901 475,491
------- ------- -------
Fixed Charges:
Interest expense including
amortization of debt discount.... 336,012 538,546 531,546
Portion of rentals representing an
interest factor.................. 48,588 114,004 114,004
------ ------- -------
Total....................... 384,600 652,550 645,550
------- ------- -------
2
Earnings available for fixed charges... $1,753,119 $2,023,911 $2,023,911
---------- ---------- ----------
Fixed charges--as above................ $ 384,600 $ 652,550 $ 645,550
Interest capitalized................... 1,034 1,034 1,034
----- ----- -----
Total fixed charges......... $ 385,634 $ 653,584 $ 646,584
--------- ---------- ----------
Ratio of earnings to fixed charges..... 4.5 3.1 3.1
--- --- ---
The ratio of earnings to fixed charges has been computed on
a total enterprise basis. Earnings represent income from continuing
operations less equity in undistributed earnings of unconsolidated
affiliates, plus income taxes and fixed charges. The pro forma
calculation includes the effect of goodwill amortization created as
part of the CNW acquisition and interest on the initial acquisition
debt at an assumed interest rate of 9 percent per annum. Fixed charges
represent interest, amortization of debt discount and expense, and the
estimated interest portion of rental charges. The pro forma fixed
charges calculation also includes interest on the acquisition debt.
EXHIBIT 99
FOR IMMEDIATE RELEASE
Bethlehem, PA, April 20--Union Pacific Corporation reported
first-quarter income of $191 million or 93 cents per share. This
compares with income of $283 million or $1.38 per share last year,
including $116 million or 56 cents per share from the sale of the
Wilmington, California field. Excluding the one-time sale, earnings
per share would have increased 13 percent year over year.
Union Pacific Railroad increased first-quarter earnings 16
percent to a record $195 million. Total carloadings climbed 8 percent,
with gains in six of the Railroad's seven commodity groups. Coal and
grain increased 14 and 10 percent respectively, and chemicals and
intermodal traffic were each up 9 percent. Food/consumer/government
traffic was up 4 percent, auto shipments increased 1 percent, while
metals/minerals/forest movements were down 4 percent. The Railroad's
operating ratio improved to 79.6, compared with 79.8 in last year's
first quarter.
Union Pacific Resources reported first-quarter earnings of
$61 million, an 11 percent increase, excluding last year's Wilmington
gain. Increases in both crude oil prices and total hydrocarbon sales
volumes offset lower natural gas prices. Volumes on a barrel of oil
equivalent basis were up 20 percent reflecting stronger gas and
natural gas liquids production in East Texas, the Land Grant and the
Austin Chalk, as well as the addition of volumes from West Texas
properties acquired last year. Gas and natural gas liquids volumes
were up 33 and 48 percent respectively,
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while crude oil volumes were down 19 percent. Average crude
price realizations increased 32 percent and plant liquids prices were
up 8 percent, with gas realizations down 32 percent.
Overnite Transportation earned $1 million before goodwill of
$5 million with a combination of softer freight volumes and higher
operating expenses. In 1994, Overnite earned $12 million before
goodwill.
"Overall, we're happy with the financial results for the
quarter," said Drew Lewis, chief executive officer. "We are also
pleased to have reached an agreement in the first quarter with the
Chicago and North Western and look forward to completing this
strategic acquisition in the near future. With our expanded rail
franchise and the strong performance of our core businesses, our
outlook for the balance of the year remains positive."
A first-quarter income statement is attached.
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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED INCOME
Periods Ended March 31
(Dollars in Millions Except Per Share Amounts)
(Unaudited)
First Quarter
Percent
+Increase
1995 1994 -Decrease
Operating Revenues................... $1,978 $1,860 + 6
Operating Expenses................... 1,613 1,515 + 6
------ ------ ---------
Operating Income..................... 365 345 + 6
Other Income--Net a)................. 42 172 - 76
Interest Expense..................... (89) (77) + 16
Corporate Expenses................... (30) (12) U
------ ------ ---------
Income Before Income Taxes........... 288 428 - 33
Income Taxes......................... (97) (143) - 32
------ ------ ---------
Income From Continuing Operations ... 191 285 - 33
Discontinued Operations b)........... - (2) F
- -
Net Income........................... $ 191 $ 283 - 33
====== ====== =========
Earnings Per Share:
Income From Continuing Operations a). $ 0.93 $ 1.39 - 33
Discontinued Operations b)........... - (0.01) F
------ ------ ---------
Net Income........................... $ 0.93 $ 1.38 - 33
====== ====== =========
Average Shares Outstanding (MM)...... 205.5 205.7 -
a) Other income in 1994 includes a one-time gain of $184
million ($116 million after-tax or $.56 per share) on the sale of the
Wilmington, California oil field and related facilities.
b) At year-end 1994 the Corporation sold its hazardous waste
management subsidiary, USPCI, Inc. Results of operations for USPCI,
Inc. for 1994 have been reclassified to discontinued operations.