UNION PACIFIC CORP
8-K, 1994-01-20
RAILROADS, LINE-HAUL OPERATING
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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):  January 20, 1994


                         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, Pennsylvania          18018
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including
area code:                                        (215) 861-3200

<PAGE>
Item 7.   Financial Statements and Exhibits.


     Exhibit

       99      Press Release, dated January 20,
               1994, containing earnings
               information for Union Pacific
               Corporation and subsidiary companies
               for the year ended December 31,
               1993.

<PAGE>
                                 SIGNATURE

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

January 20, 1994

<PAGE>
                   Exhibit Index


     Exhibit                            Description

       99                Press Release, dated January 20, 1994,
                         containing earnings information for Union
                         Pacific Corporation and subsidiary
                         companies for the year ended December 31,
                         1993.





                                                      FOR IMMEDIATE RELEASE

Bethlehem, PA, January 20 -- Union Pacific Corporation increased
its fourth-quarter earnings by 22 percent in 1993 to a record 
$235 million.  Earnings per share rose 21 percent to $1.14. 
Earnings in the quarter were helped by record traffic levels at 
the Corporation's railroad and trucking subsidiaries, as well as
strong hydrocarbon sales volumes at its natural resource company. 

     These strong results contributed to overall 1993 earnings of
$530 million, which included net one-time accounting adjustments
of $175 million largely related to retiree benefits and a 
$61 million one-time deferred tax adjustment resulting from the
1993 Tax Act.  Excluding these adjustments, Union Pacific would
have reported earnings of $766 million, up 5 percent from
earnings of $728 million in 1992.  Earnings per share would have
risen 4 percent to $3.73.  The following discussion of total-year
earnings by subsidiary excludes the impact of these one-time
accounting adjustments.

     The Railroad would have earned $669 million for the year,
compared to $667 million in 1992.  Overall 1993 carloadings
increased 4 percent.  Coal traffic was up 8 percent on the
strength of new contracts and increased demand.  Automotive,
intermodal and chemical shipments were up 8 percent, 6 percent
and 1 percent, respectively, as the economy continued to improve. 
Other major commodities were down slightly.  Despite weather-
related costs throughout the year, the Railroad maintained an
operating ratio of 79.1 percent, compared to 79.0 in 1992.

     At Union Pacific Resources, earnings would have increased 
14 percent, to $309 million.  The company achieved record volumes
in 1993, gaining 5 percent in barrels of oil equivalent while
increasing reserves.  Plant liquids were up 10 percent and
natural gas was up 7 percent, while crude oil was flat with last
year.  Earnings were helped by a 20 percent increase in natural
gas prices.  These gains helped to offset declines of 9 percent
in crude oil prices and 8 percent in plant liquid prices. 

     Overnite Transportation had a strong year in 1993.  Earnings
would have been up 8 percent to $65 million (before goodwill of 
$23 million).  Less-than-truckload (LTL) tonnage was up 7 percent, 
while overall tonnage increased 4 percent.  The company was able
to maintain price levels in an extremely competitive marketplace. 
Overnite improved its operating ratio from 90.9 percent to 
90.2--among the lowest of the major LTL carriers.

     USPCI broke even in 1993 compared to earnings of $9 million
in 1992 (before goodwill of $9 million in both periods).  In
light of the depressed state of this industry, the corporation
has engaged a management consulting firm to assist in the
evaluation of the company, its strategic options and future
prospects.  

     In the fourth quarter, Union Pacific had record earnings of
$235 million, 22 percent higher than last year.  The Railroad
earned $204 million, up 9 percent; UP Resources had earnings of
$87 million, a gain of 36 percent; Overnite earned $15 million 
(before goodwill of $6 million), up 7 percent; and USPCI earned
$2 million (before goodwill of $2 million).

     "We are proud of the performance achieved by our operating
companies in a very difficult year," said Drew Lewis, chief
executive officer.  "While we are concerned about energy prices,
the recent momentum we are seeing in the economy makes us
cautiously optimistic about the outlook for 1994."

     A fourth-quarter and full-year income statement is attached.

                                 -012094t-


<PAGE>
<TABLE>
<CAPTION>
              UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

                      STATEMENT OF CONSOLIDATED INCOME

                          Periods Ended December 31

                (Dollars in Millions Except Per Share Amounts)

                                (Unaudited)



      Fourth Quarter                                     Twelve Months
- ----------------------------                       ---------------------------
                    Percent                                             Percent
                   +Increase                                           +Increase
  1993     1992    -Decrease                          1993     1992    -Decrease
- ------   ------    ---------                        ------   ------    ---------
<C>      <C>       <C>       <S>                    <C>      <C>       <C>
$1,981   $1,916       + 3    Operating Revenues     $7,561   $7,294       + 4
 1,565    1,566        -     Operating Expenses      6,072    5,889       + 3
- ------   ------                                     ------   ------
   416      350       +19    Operating Income        1,489    1,405       + 6

    24       63       -62    Other Income - Net         89      146       -39
   (77)     (92)      -16    Interest Expense         (324)    (360)      -10
   (26)     (35)      -26    Corporate Expenses        (99)     (90)      +10
- ------   ------                                     ------   ------
                             Income Before   
   337      286       +18      Income Taxes          1,155    1,101       + 5

                             Income Taxes a): 
  (102)     (94)      + 9      Current Year           (389)    (373)      + 4
                               Tax Rate Increase On 
     -        -        -         Prior Year Items      (61)       -        -
- ------   ------                                     ------   ------
  (102)     (94)      + 9      Total                  (450)    (373)      +21
- ------   ------                                     ------   ------
                             Net Income Before 
   235      192       +22      Cum Acct Changes        705      728       - 3

                             Cumulative Effect of 
     -        -        -       Accounting Changes b)  (175)       -        -
- ------   ------                                     ------   ------
  $235     $192       +22      Net Income             $530     $728       -27
======   ======                                     ======   ======
                             Earnings Per Share 
 $1.14    $0.94       +21      Before Cum Acct Chgs  $3.43    $3.57       - 4
======   ======                                     ======   ======
                             Earnings Per Share 
 $1.14    $0.94       +21      After Cum Effect      $2.58    $3.57       -28
======   ======                                     ======   ======
                             Average Shares 
   N/A      N/A        -       Outstanding (MM)      205.5    203.9       + 1


   a) In August 1993, the Corporate tax rate increased by 1% to 35% retroactive
      to January 1, 1993.  The Corporation's income tax expense increased by $12
      million ($.06 per share) with respect to 1993 income and by $61 million 
      ($.30 per share) for prior deferred tax items.

   b) Cumulative effect of accounting changes includes one-time adjustments for
      the adoption of SFAS 106 - "Accounting for Postretirement Benefits", SFAS
      109 - "Accounting for Income Taxes", and a change in revenue recognition
      methods.

   January 20, 1994
</TABLE>


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