<PAGE> COVER
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 26,1997
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Union Pacific Corporation
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(Exact Name of Registrant as Specified in Charter)
Utah 1-6075 13-2626465
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Eighth and Eaton Avenues, Bethlehem, Pennsylvania 18018
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (610) 861-3200
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N/A
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Former Name or Former Address, if Changed Since Last Report
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Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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99 Press Release dated January 23, 1997, containing earnings
information for Union Pacific Corporation for the fourth
quarter of 1996 and the year ended December 31, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
February 26, 1997
UNION PACIFIC CORPORATION
By:/s/Carl W. von Bernuth
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Name: Carl W. von Bernuth
Title: Senior Vice President & General Counsel
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Exhibit Index
Exhibit Description
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99 Press Release dated January 23, 1997 containing earnings
information for Union Pacific Corporation for the fourth
quarter of 1996 and the year ended December 31, 1996.
Exhibit 99
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FOR IMMEDIATE RELEASE
Bethlehem, PA, January 23, 1997 -- Union Pacific Corporation today reported net
income of $229 million, or $.93 per share, in the fourth quarter of 1996. This
compares to reported income from continuing operations of $179 million, or $.87
per share, in the fourth quarter of 1995. (Net income in 1995 totaled $294
million, including $115 million in income from Union Pacific Resources, the
corporation's discontinued operation.)
The 1996 fourth quarter was the first full reporting period to reflect the
impact of both the company's acquisition of Southern Pacific Rail Corporation
(SP) and the spin-off of its Union Pacific Resources subsidiary (UPRG). Both
the SP acquisition and the UPRG spin-off became effective in September 1996.
Accordingly, SP's operations are fully consolidated and UPRG's results are
excluded in the fourth quarter 1996 results.
To provide a comparable year-over-year analysis, the corporation's 1996
fourth quarter net income of $229 million would compare to 1995 pro forma net
income of $154 million restated to include the impact of the Southern Pacific
acquisition and to exclude UPRG. On a per share basis, the comparison would be
$.93 versus $.63 in 1995.
Union Pacific Railroad increased its operating income by 21 percent in the
fourth quarter to $470 million, compared to pro forma 1995 operating income of
$390 million. Carloadings increased 4 percent on a pro forma basis, with
particular strength in automotive (up 11 percent), coal (up 7 percent) and
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intermodal traffic (up 6 percent). The Railroad's fourth quarter operating
ratio improved 2.6 points to 81.6 from a 1995 pro forma level of 84.2.
Productivity improvements helped offset significantly higher fuel costs in the
quarter.
Overnite Transportation lost $1 million in the fourth quarter of 1996,
compared to a loss of $4 million in 1995 (before goodwill of $5 million in both
quarters). Results in 1996 included a $2 million after-tax charge associated
with a workforce reduction.
For the full year 1996, Union Pacific Corporation reported $733 million,
or $3.36 per share, in income from continuing operations, compared with $619
million, or $3.01 per share, reported in 1995.
Union Pacific also announced today that it has revised upward its estimate
of the operating income benefits it expects to achieve from its merger with
Southern Pacific. The corporation now estimates that annual operating income
benefits could total $820 million by 2001, compared with its earlier estimate
of $612 million in benefits.
"With our fourth quarter results we're off to a great start as a pure play
transportation company," said Dick Davidson, chief executive officer. "The
implementation of the SP merger is our top priority in 1997. We're moving
forward on all fronts to realize the benefits this merger will bring to both
our customers and to our shareholders."
A fourth-quarter and full-year income statement is attached.
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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES a)
STATEMENT OF CONSOLIDATED INCOME
Periods Ended December 31
(Dollars in Millions Except Per Share Amounts)
(Unaudited)
Fourth Quarter (b) Year-to-Date
Pro Forma Reported Reported
1996 1995 Pct Chg 1995 Pct Chg 1996 1995 Pct Chg
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2,810 $2,756 + 2 $1,974 + 42 Operating Revenues . .$8,786 $7,486 + 17
2,350 2,384 - 1 1,628 + 44 Operating Expenses . . 7,253 6,145 + 18
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460 372 + 24 346 + 33 Operating Income . . . 1,533 1,341 + 14
80 15 F 36 F Other Income - Net . . 182 141 + 29
(155) (162) - 4 (122) + 27 Interest Expense . . . (501) (450)+ 11
(26) (19) + 37 (19) + 37 Corporate Expenses . . (101) (99)+ 2
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Income Before Income
359 206 + 74 241 + 49 Taxes . . . . . . . 1,113 933 + 19
(130) (52) U (62) U Income Taxes . . . . . (380) (314)+ 21
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229 154 + 49 179 + 28 Income From Cont. Ops. 733 619 + 18
- - - 115 U Discontinued Operations 171 327 - 48
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$ 229 $ 154 + 49 $ 294 - 22 Net Income . . . . . .$ 904 $ 946 - 4
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Earnings Per Share:
$ 0.93 $ 0.63 + 48 $ 0.87 + 7 Income From Cont. Ops.$ 3.36 $ 3.01 + 12
- - - 0.56 U Discontinued Operations 0.78 1.59 - 51
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$ 0.93 $ 0.63 + 48 $ 1.43 - 35 Net Income . . . . . .$ 4.14 $ 4.60 + 10
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Average Shares
246.4 244.2 + 1 205.7 + 20 Outstanding (MM). . . 218.1 205.8 + 6
a) In September 1996 the Corporation completed the acquisition of Southern
Pacific Rail Corporation (SP). SP's operating results are fully consolidated
with the Corporation effective October 1, 1996. In September 1996 the
Corporation declared a special dividend of its remaining shares of Union
Pacific Resources Group Inc. (UPRG), which was completed October 15, 1996.
UPRG's income is not included in the Corporation's financial statements
after September 26, 1996, the record date of the special dividend. Prior to
the record date, UPRG's results are reflected as income from discontinued
operations.
b) Pro forma amounts for the 1995 fourth quarter reflect the Corporation's \
results as if SP's Operations had been included and UPRG excluded.
