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UNITED STATES

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 24, 2008

 

Union Pacific Corporation

Exact Name of Registrant as Specified in its Charter)

 

Utah		1-6075		13-2626465
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

1400 Douglas Street, Omaha, Nebraska		68179
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (402) 544-5000

 

      

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(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 2.02    Results of Operations and Financial Condition.

 

On April 24, 2008, Union Pacific Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2008. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01    Financial Statements and Exhibits.

 

(c)

Exhibits.

 

99.1

Press Release of Union Pacific Corporation, dated April 24, 2008, announcing the Company’s financial results for the first quarter of 2008.

 

 

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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 24, 2008

 

 

Exhibit 99.1

 

UNION PACIFIC REPORTS RECORD FIRST QUARTER EARNINGS

 

FOR IMMEDIATE RELEASE:

 

First Quarter 2008 Records

 

•

Fully diluted earnings per share increased 21 percent to $1.70.

 

•

Operating revenue totaled $4.3 billion, up 11 percent.

 

•

Operating income grew 10 percent to $788 million.

 

•

Net income increased 15 percent to $443 million.

 

OMAHA, Neb., April 24, 2008 – Union Pacific Corporation (NYSE: UNP) today reported 2008 first quarter net income of $443 million, or $1.70 per diluted share, compared to $386 million, or $1.41 per diluted share in the first quarter of 2007.

 

“Overall, it was a solid quarter for us as we converted profitable revenue growth and reliable, efficient service into record earnings despite a soft economic environment,” said Jim Young, Chairman and Chief Executive Officer.

 

2008 First Quarter Summary

 

In the first quarter of 2008, Union Pacific reported operating income of $788 million compared to $719 million in first quarter of 2007, a 10 percent improvement.

 

•

The Company’s freight revenue grew 11 percent in 2008 to a quarterly best of $4.1 billion. All six business groups posted record first quarter revenue, while three groups, Agricultural, Chemical and Energy, set all-time marks. The main driver of revenue growth was an 11 percent increase in average revenue per car (ARC), which reached a quarterly record of $1,738 per car in the first quarter 2008. Core pricing gains and greater fuel cost recovery each contributed approximately half of the overall ARC increase.

 

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•

Business volumes in the first quarter of 2008, as measured by total revenue carloads, were flat at 2.3 million.

 

•

The Railroad’s 2008 average quarterly fuel price, including transportation and taxes, was up 47 percent to $2.84 per gallon compared to $1.93 in 2007.

 

•

Driven by higher fuel prices, first quarter 2008 operating ratio was slightly higher at 81.5 percent versus 81.3 percent in 2007.

 

•

The Company’s fuel consumption rate, as measured by gallons per thousand gross ton-miles, was a first quarter-best rate of 1.283 versus 1.302 in the first quarter 2007.

 

•

The effective tax rate in the first quarter of 2008 was 35.5 percent reflecting a state tax law change, which resulted in a one-time after tax earnings increase of $16 million.

 

•

The Company repurchased nearly 3.3 million common shares at an average share price of $123.67 in the first quarter of 2008. The year-over-year reduction in the weighted average diluted shares outstanding drove a 5 percent increase in fully diluted earnings per share.

 

First Quarter 2008 Freight Revenue Summary versus 2007

 

•

Agricultural up 24 percent

 

•

Energy up 17 percent

 

•

Chemicals up 11 percent

 

•

Intermodal up 5 percent

 

•

Industrial Products up 4 percent

 

•

Automotive up 3 percent

 

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Second Quarter Outlook

 

“Although we expect continued challenges from a soft economy and high diesel fuel prices in the Second Quarter and beyond, we’re confident about our future,” Young said. “Union Pacific’s ongoing focus on yield, productivity and service should result in a record 2008.”

 

Union Pacific Corporation owns 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 major gateways to Mexico, Union Pacific has the premier rail franchise in North America.

 

Supplemental financial information is attached.

 

Additional information is available at our Web site: www.up.com. Contact for investors is Jennifer Hamann at 402-544-4227. Contact for media is Bob Turner at 402-544-5255 or 402-203-0194.

 

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This press release and related materials contain statements about the Corporation’s future that are not statements of historical fact, including specifically statements of management regarding economic conditions, the price of diesel fuel in the future, and the Corporation’s opportunities to achieve record financial performance for the year. 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 also generally include, without limitation, information or statements regarding: expectations as to continued or increasing demand for rail transportation services; expectations regarding operational improvements, including the effectiveness of network management initiatives that have been or will be implemented to improve operations, customer service, and shareholder returns; expectations as to increased returns, cost savings, revenue growth, and earnings; expectations regarding fuel price and our ability to mitigate fuel costs; the time by which certain objectives will be achieved, including expected improvements in operations and implementation of network management initiatives; 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; 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; and statements of management’s beliefs, expectations, 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, including expectations regarding operational and financial improvements and the Corporation’s future performance or results are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statement.

 

Important factors, including risk factors, 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. Information regarding risk factors and other cautionary information are available in the Corporation’s Annual Report on Form 10-K for 2007, which was filed with the SEC on February 28, 2008. The Corporation updates information regarding risk factors if circumstances require such updates in its periodic reports on Form 10-Q and its subsequent Annual Reports on Form 10-K (or such other reports that may be filed with the SEC).

 

Forward-looking statements speak only as of, and are based only upon information available on, 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. References to our Web site are provided for convenience and, therefore, information on or available through the website is not, and should not be deemed to be, incorporated by reference herein.

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UNION PACIFIC CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

(In Millions, Except per Share Amounts and Percentages)

 

		1st Quarter
For the Period Ending March 31,		2008				2007				%
		(unaudited)
Operating Revenues *
Freight Revenues		$	4,059			$	3,655			11
Other Revenues			211				194			9
Total Operating Revenues			4,270				3,849			11
Operating Expenses *
Compensation and Benefits			1,132				1,165			(3	)
Fuel			957				662			45
Purchased Services and Materials			469				443			6
Equipment and Other Rents			342				339			1
Depreciation			340				325			5
Other			242				196			23
Total Operating Expenses			3,482				3,130			11
Operating Income			788				719			10
Other Income			25				15			67
Interest Expense			(126	)			(113	)		12
Income Before Income Taxes			687				621			11
Income Tax Expense			(244	)			(235	)		4
Net Income		$	443			$	386			15
Share and per Share
Earnings per Share – Basic		$	1.71			$	1.43			20
Earnings per Share – Diluted		$	1.70			$	1.41			21
Weighted Average Number of Shares – Basic			259.2				270.6			(4	)
Weighted Average Number of Shares – Diluted			261.4				272.8			(4	)
Dividends Declared per Share		$	0.44			$	0.35			26
Operating Ratio			81.5	%			81.3	%		0.2	pts
Effective Tax Rate			35.5	%			37.8	%		(2.3	)pts

 

* Certain prior year amounts have been reclassified to conform to the current period financial statement presentation. The reclassifications include reporting freight revenues instead of commodity revenues. In addition, we modified our operating expense categories to report fuel used in railroad operations as a stand-alone category, to combine purchased services and materials into one line, and to reclassify certain other expenses among operating expense categories. These reclassifications had no impact on previously reported operating revenues, total operating expenses, operating income or net income. See Union Pacific Web site under Investor Relations for reclassified 2007, 2006 and 2005 quarterly numbers.

 

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UNION PACIFIC CORPORATION

 

FREIGHT REVENUES STATISTICS

 

		1st Quarter
For the Period Ending March 31,		2008			2007			%
		(unaudited)
Freight Revenues (Millions):
Agricultural		$	756		$	611		24
Automotive			363			354		3
Chemicals			603			544		11
Energy			857			731		17
Industrial Products			773			741		4
Intermodal			707			674		5
Total		$	4,059		$	3,655		11
Revenue Carloads (Thousands):
Agricultural			240			219		10
Automotive			188			201		(6	)
Chemicals			225			224		—
Energy			582			551		6
Industrial Products			304			318		(4	)
Intermodal			796			821		(3	)
Total			2,335			2,334		—
Average Revenue per Car:
Agricultural		$	3,151		$	2,793		13
Automotive			1,930			1,759		10
Chemicals			2,676			2,430		10
Energy			1,473			1,326		11
Industrial Products			2,540			2,331		9
Intermodal			889			821		8
Average		$	1,738		$	1,566		11

 

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UNION PACIFIC CORPORATION

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(Millions of Dollars, Except Percentages)

 

		Mar. 31, 2008				Dec. 31, 2007
		(unaudited)
Assets
Cash and Cash Equivalents		$	827			$	878
Other Current Assets			1,820				1,716
Total Investments			946				923
Net Properties			34,439				34,158
Other Assets			523				358
Total Assets		$	38,555			$	38,033
Liabilities and Shareholders’ Equity
Debt Due within One Year		$	188			$	139
Other Current Liabilities			2,944				2,902
Debt Due after One Year			7,930				7,543
Deferred Income Taxes			10,101				10,050
Other Long-Term Liabilities			1,835				1,814
Total Liabilities			22,998				22,448
Total Shareholders’ Equity			15,557				15,585
Total Liabilities and Shareholders’ Equity		$	38,555			$	38,033
Debt to Capital			34.3	%			33.0	%
Adjusted Debt to Capital *			44.4	%			43.6	%

 

* Adjusted Debt to Capital is a non-GAAP measure; however, we believe that it is important in evaluating our financial performance. See Union Pacific Web site under Investor Relations for a reconciliation to GAAP.

 

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UNION PACIFIC CORPORATION

 

CONDENSED CONSOLIDATED CASH FLOWS

 

(Millions of Dollars)

 

		1st Quarter
For the Period Ending March 31,		2008				2007
		(unaudited)
Operating Activities
Net Income		$	443			$	386
Depreciation			340				325
Deferred Income Taxes			36				45
Other - Net			16				(25	)
Cash Provided by Operating Activities			835				731
Investing Activities
Capital Investments			(620	)			(514	)
Other - Net			(151	)			(163	)
Cash Used in Investing Activities			(771	)			(677	)
Financing Activities
Common Shares Repurchased			(455	)			(186	)
Dividends Paid			(115	)			(83	)
Debt Repaid			(416	)			(53	)
Debt Issued			842				—
Other - Net			29				39
Cash Used In Financing Activities			(115	)			(283	)
Net Change in Cash and Cash Equivalents			(51	)			(229	)
Cash and Cash Equivalents
Beginning of year			878				827
End of period		$	827			$	598
Free Cash Flow *
Cash Provided by Operating Activities		$	835			$	731
Cash Used in Investing Activities			(771	)			(677	)
Dividends Paid			(115	)			(83	)
Free Cash Flow		$	(51	)		$	(29	)

 

* Free cash flow is a non-GAAP measure; however, we believe that it is important in evaluating our financial performance and measures our ability to generate cash without incurring additional financing.

 

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UNION PACIFIC CORPORATION

 

OPERATING AND PERFORMANCE STATISTICS

 

		1st Quarter
For the Period Ending March 31,		2008			2007			%
		(unaudited)
Operating / Performance Statistics
Gross Ton-Miles (GTMs) (Millions)			257,174			254,936		1
Employees (Average)			49,073			50,771		(3	)
GTMs (Millions) per Employee			5.24			5.02		4
Customer Satisfaction Index			81			79		2	pts
Fuel Statistics
Average Fuel Price per Gallon Consumed		$	2.84		$	1.93		47
Fuel Consumed in Gallons (Millions)			330			332		(1	)
Fuel Consumption Rate *			1.283			1.302		(1	)
AAR Reported Performance Measures
Average Train Speed (Miles per Hour)			22.2			21.7		2
Average Terminal Dwell Time (Hours)			25.2			25.3		—
Average Rail Car Inventory			306,342			309,579		(1	)
Revenue Ton-Miles (Millions)
Agricultural			22,485			19,249		17
Automotive			3,890			4,330		(10	)
Chemicals			13,939			14,044		(1	)
Energy			63,334			60,005		6
Industrial Products			17,507			18,516		(5	)
Intermodal			19,552			18,994		3
Total			140,707			135,138		4

 

* Fuel consumption is computed as follows: gallons of fuel consumed divided by gross ton-miles in thousands.

 

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