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): January 18, 2001
Union Pacific Corporation
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(Exact Name of Registrant as Specified in its Charter)
Utah 1-6075 13-2626465
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1416 Dodge Street, Omaha, Nebraska 68179
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(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)
2
Item 5. Other Events.
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Attached as an Exhibit is the Press Release issued by Union Pacific
Corporation on January 18, 2001 announcing Union Pacific Corporation's financial
results for the fourth quarter of 2000, which is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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99 Press Release dated January 18, 2001 announcing Union
Pacific Corporation's financial results for the fourth
quarter of 2000.
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: January 18, 2001
UNION PACIFIC CORPORATION
By: /s/ James R. Young
James R. Young
Executive Vice President - Finance
3
EXHIBIT INDEX
Exhibit Description
99 Press Release dated January 18, 2001 announcing Union Pacific
Corporation's financial results for the fourth quarter of
2000.
UNION PACIFIC REPORTS INCREASE IN INCOME FOR 2000
EARNINGS PER SHARE INCREASES TO $3.61 BEFORE CHARGE
FOR IMMEDIATE RELEASE:
Omaha, NE, January 18, 2001 - Union Pacific Corporation (NYSE: UNP)
today reported that income from continuing operations increased 17 percent to
$914 million in 2000 from $783 million in 1999, before a $72 million after-tax
charge for workforce reduction costs. This equates to $3.61 per diluted share
(excluding the workforce reduction charge) in 2000 and $3.12 in 1999. Net income
for the year totaled $842 million, or $3.34 per diluted share. This represents a
4 percent increase over the $810 million the company earned in 1999.
Net income for the fourth quarter was $229 million, or $.90 per diluted
share, excluding the after-tax charge of $72 million, or $.27 per diluted share.
Net income for the fourth quarter of 1999 was $242 million, or $.95 per diluted
share.
In commenting on the company's performance, Dick Davidson, chairman and
chief executive officer, said, "In 2000, our unparalleled rail franchise and our
well-balanced commodity mix allowed us to successfully meet the needs of our
customers and produce solid financial results. The introduction of new products
and services in 2000 has already begun to improve our profitability, and the
numbers show that our yield strategy is working. We are expanding our markets
and better integrating our operations with other railroads while lowering our
costs.
"As the economy slowed near year-end, we took decisive steps to adjust
our operations appropriately and our entire company is now focused on how we
will operate during this economic downturn," Davidson said. "This is not to say
that the current economic downturn will not be a challenge. However, Union
Pacific has never been better positioned to turn such a challenge into an
opportunity."
For fourth quarter, Union Pacific Corporation, excluding Overnite,
reported operating income of $438 million (excluding the workforce reduction
charge)
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compared to $499 million for the same period in 1999. The Railroad's commodity
revenue was up 2 percent to $2.6 billion for the quarter with 9 percent gains in
Intermodal and Automotive and a 7 percent gain in Energy. Rising fuel costs were
only partially offset by other productivity improvements, driving the operating
ratio up 2.8 percentage points to 83.6 percent (excluding the workforce
reduction charge).
Overnite Transportation had a dramatic turnaround from a year ago with
fourth quarter operating income of $16 million compared to an operating loss of
$13 million in 1999. Revenue rose 6 percent to $274 million from $259 million,
while Overnite's operating ratio fell 11.3 percentage points to 94.0 percent.
Union Pacific Corporation is one of America's leading transportation
companies. Its principle 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 strategically advantageous route structure
enables the company to serve customers in critical and fast growing markets. It
is a leading hauler of low-sulfur coal used in electrical power generation and
has broad coverage of the large chemical-producing areas along the Gulf Coast.
With long-haul routes between all 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. The corporation also owns Overnite
Transportation, a nationwide less-than-truckload carrier, and Fenix, a group of
technology companies.
Supplemental financial information is attached.
Additional information is available at our website: www.up.com.
Our contact for investors is Mary Jones at 402 271-6111. Our media contact is
John Bromley who can be reached at 402 271-3475.
* * * * * * * *
This press release and related material 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 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
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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, industry 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 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; 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 December 31
(Dollars in Millions, Except Per Share Amounts)
(Unaudited)
2000 1999 Pct Chg
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Operating Revenue $ 2,952 $ 2,856 + 3
Operating Expense - a) 2,613 2,370 + 10
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Operating Income 339 486 - 30
Other Income - Net 69 58 + 19
Interest Expense (180) (179) + 1
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Income Before Income Taxes 228 365 - 38
Income Tax Expense (71) (123) - 42
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Net Income $ 157 $ 242 - 35
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Basic Earnings Per Share $ 0.64 $ 0.98 - 35
Diluted Earnings Per Share $ 0.63 $ 0.95 - 34
Diluted Earnings Per Share -
Pro Forma - b) $ 0.90 $ 0.95 - 5
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Average Basic Shares Outstanding (MM) 246.5 246.7
Average Diluted Shares
Outstanding (MM) - c) 248.0 270.0
a) 2000 includes a workforce reduction charge of $115 million pre-tax ($72
million after-tax).
b) Diluted Earnings Per Share - Pro Forma excludes the effect of the $72 million
after-tax charge ($0.27 per diluted share) and includes 21.8 million
anti-dilutive common stock equivalents.
c) 2000 excludes 21.8 million anti-dilutive common stock equivalents.
UNION PACIFIC CORPORATION
STATEMENTS OF CONSOLIDATED INCOME
For the Year Ended December 31
(Dollars in Millions, Except Per Share Amounts)
(Unaudited)
2000 1999 Pct Chg
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Operating Revenue $ 11,878 $ 11,237 + 6
Operating Expense - a) 9,975 9,433 + 6
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Operating Income 1,903 1,804 + 5
Other Income - Net 130 131 - 1
Interest Expense (723) (733) - 1
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Income Before Income Taxes 1,310 1,202 + 9
Income Tax Expense (468) (419) + 12
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Income From Continuing Operations 842 783 + 8
Income From Discontinued
Operations - b) - 27 U
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Net Income $ 842 $ 810 + 4
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Basic Earnings Per Share:
Income From Continuing Operations $ 3.42 $ 3.17 + 8
Diluted Earnings Per Share:
Income From Continuing Operations $ 3.34 $ 3.12 + 7
Income From Discontinued Operations - 0.10 U
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Net Income $ 3.34 $ 3.22 + 4
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Diluted Earnings Per Share -
Pro Forma - c) $ 3.61 $ 3.12 + 16
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Average Basic Shares Outstanding (MM) 246.5 246.6
Average Diluted Shares Outstanding (MM) 269.5 269.8
a) 2000 includes a workforce reduction charge of $115 million pre-tax ($72
million after-tax or $0.27 per diluted share).
b) Represents an adjustment of a liability established in connection with the
discontinued operation of a former subsidiary.
c) Diluted Earnings Per Share - Pro Forma excludes the effect of the $72 million
after-tax charge ($0.27 per diluted share) in 2000 and excludes the Income from
Discontinued Operations in 1999.
UNION PACIFIC RAILROAD
REVENUE DETAIL
Periods Ended December 31
(Unaudited)
Fourth Quarter Year-to-Date
2000 1999 Pct Chg 2000 1999 Pct Chg
- ----------------------------- --------------------------------
Commodity Revenue (000):
$ 353,158 $ 377,009 - 6 Agricultural $ 1,400,295 $1,419,187 - 1
305,339 280,887 + 9 Automotive 1,182,429 1,047,829 + 13
391,815 400,422 - 2 Chemicals 1,639,930 1,594,980 + 3
548,659 511,347 + 7 Energy 2,153,545 2,167,901 - 1
466,362 480,376 - 3 Industrial Products 1,985,044 1,896,546 + 5
490,710 452,189 + 9 Intermodal 1,908,928 1,725,055 + 11
- ----------- -------------- ------------ -----------
$2,556,043 $2,502,230 + 2 Total $10,270,171 $9,851,498 + 4
- ----------- -------------- ------------ -----------
Revenue Carloads:
221,356 240,907 - 8 Agricultural 872,830 911,007 - 4
205,911 186,342 + 11 Automotive 815,260 707,395 + 15
223,460 234,431 - 5 Chemicals 935,917 929,962 + 1
498,152 469,302 + 6 Energy 1,930,535 1,872,292 + 3
337,516 353,095 - 4 Industrial Products 1,430,738 1,397,707 + 2
735,219 711,067 + 3 Intermodal 2,916,003 2,737,531 + 7
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2,221,614 2,195,144 + 1 Total 8,901,283 8,555,894 + 4
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Average Revenue per Car:
$1,595 $1,565 + 2 Agricultural $1,604 $1,558 + 3
1,483 1,507 - 2 Automotive 1,450 1,481 - 2
1,753 1,708 + 3 Chemicals 1,752 1,715 + 2
1,101 1,090 + 1 Energy 1,116 1,158 - 4
1,382 1,360 + 2 Industrial Products 1,387 1,357 + 2
667 636 + 5 Intermodal 655 630 + 4
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$1,151 $1,140 + 1 Total $1,154 $1,151 -
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RAIL AND OTHER OPERATIONS - a)
REVIEW OF OPERATIONS
Periods Ended December 31
(Dollars in Millions, Except Operating Statistics)
(Unaudited)
Fourth Quarter Year-to-Date
Pro Forma Pro Forma
2000 1999 Pct Chg 2000 1999 Pct Chg
- ------------------------------------- --------------------------------------
$ 2,678 $ 2,597 + 3 Operating Revenues $ 10,765 $ 10,175 + 6
Operating Expenses
877 896 - 2 Salaries and Benefits - b) 3,546 3,634 - 2
293 297 - 1 Rent Expense 1,184 1,202 - 1
278 263 + 6 Depreciation 1,092 1,037 + 5
365 215 + 70 Fuel and Utilities 1,278 783 + 63
122 138 - 12 Materials and Supplies 545 541 + 1
305 289 + 6 Other 1,155 1,194 - 3
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2,240 2,098 + 7 Total 8,800 8,391 + 5
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$ 438 $ 499 - 12 Operating Income $ 1,965 $ 1,784 + 10
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Operating Statistics:
2,222 2,195 + 1 Revenue Carloads (Thousands) 8,901 8,556 + 4
120,311 121,670 - 1 Revenue Ton-Miles (Millions) 485,452 473,101 + 3
233,668 230,235 + 1 Gross Ton-Miles (Millions) 931,360 898,193 + 4
2.12(cent) 2.06(cent) + 3 Rev/RTM (Commodity Revenue Based) 2.12(cent) 2.08(cent) + 2
$1,151 $ 1,140 + 1 Average Commodity Revenue Per Car $ 1,154 $ 1,151 -
49,243 51,486 - 4 Average Employees 50,523 52,539 - 4
$ 1.03 60(cent) + 72 Average Fuel Price Per Gallon 90(cent) 56(cent) + 61
325 322 + 1 Fuel Consumed in Gallons (MM) 1,293 1,244 + 4
1.392 1.398 - Fuel Consumption Rate (Gal/000 GTM) 1.388 1.385 -
83.6 80.8 + 2.8 pt Operating Ratio (%) 81.7 82.5 - 0.8 pt.
a) Excludes Overnite's operations.
b) Pro Forma 2000 excludes the impact of a workforce reduction charge of $115
million.
OVERNITE TRANSPORTATION COMPANY
REVIEW OF OPERATIONS
Periods Ended December 31
(Dollars in Millions, Except Operating Statistics)
(Unaudited)
Fourth Quarter Year-to-Date
2000 1999 Pct Chg 2000 1999 Pct Chg
- ------------------------------------ -----------------------------------
$ 274 $ 259 + 6 Operating Revenues $ 1,113 $ 1,062 + 5
Operating Expenses
156 157 - 1 Salaries and Benefits 650 651 -
24 31 - 23 Rent Expense 97 95 + 2
12 11 + 9 Depreciation 48 46 + 4
19 14 + 36 Fuel and Utilities 72 49 + 47
12 13 - 8 Materials and Supplies 48 49 - 2
35 46 - 24 Other 145 152 - 5
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258 272 - 5 Total 1,060 1,042 + 2
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$ 16 $ (13) F Operating Income $ 53 $ 20 + F
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Operating Statistics:
1,821 1,837 - 1 Millions of Pounds Hauled - LTL 7,510 7,949 - 6
1,946 1,954 - Millions of Pounds Hauled - Combined 8,024 8,396 - 4
$ 13.84 $ 13.25 + 4 Revenue/CWT - LTL $ 13.66 $ 12.64 + 8
$ 13.44 $ 12.83 + 5 Revenue/CWT - Combined $ 13.25 $ 12.26 + 8
11,459 11,562 - 1 Average Employees 11,260 11,695 - 4
98(cent) 65(cent) + 51 Average Fuel Price Per Gallon 90(cent) 54(cent) + 67
14,185 13,017 + 9 Fuel Consumed in Gallons (000s) 57,169 55,818 + 2
94.0 105.3 - 11.3 pt. Operating Ratio (%) 95.2 98.1 - 2.9 pt.
UNION PACIFIC CORPORATION
STATEMENTS OF CONSOLIDATED FINANCIAL POSITION
As of December 31
(Dollars in Millions)
(Unaudited)
2000 1999
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Assets:
Cash and Temporary Investments $ 105 $ 175
Other Current Assets 1,180 1,139
Investments 740 753
Properties - Net 28,196 27,519
Other Assets 278 302
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Total $ 30,499 $ 29,888
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Liabilities and Stockholders' Equity:
Current Portion of Long Term Debt $ 207 $ 214
Other Current Liabilities 2,755 2,671
Long Term Debt 8,144 8,426
Deferred Income Taxes 7,143 6,715
Other Long Term Liabilities 2,088 2,361
Convertible Preferred Shares 1,500 1,500
Common Stockholders' Equity 8,662 8,001
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Total $ 30,499 $ 29,888
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UNION PACIFIC CORPORATION
STATEMENTS OF CONSOLIDATED CASH FLOWS
For the Year Ended December 31
(Dollars in Millions)
(Unaudited)
2000 1999
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Operating Activities:
Income From Continuing Operations $ 842 $ 783
Depreciation 1,140 1,083
Deferred Income Taxes 447 529
Other (471) (526)
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Cash Provided by Operations 1,958 1,869
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Investing Activities:
Capital Investments (1,783) (1,834)
Other 241 220
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Cash Used by Investing Activities (1,542) (1,614)
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Financing Activities:
Dividends Paid (199) (198)
Debt Repaid (796) (692)
Financings and Other - Net 509 634
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Cash Used by Financing Activities (486) (256)
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Net Change in Cash and Temporary Investments $ (70) $ (1)
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Free Cash Flow after Dividends $ 217 $ 57
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