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, 2000
Union Pacific Corporation
(Exact Name of Registrant as Specified in its Charter)
Utah 1-6075 13-2626465
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1416 Dodge Street, Omaha, Nebraska 68179
(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)
<PAGE> 1
Item 5. Other Events.
Attached as an Exhibit is the Press Release issued by Union Pacific
Corporation on January 20, 2000 announcing Union Pacific Corporation's financial
results for the fourth quarter of 1999, which is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99 Press Release dated January 20, 2000 announcing Union
Pacific Corporation's financial results for the fourth
quarter of 1999.
<PAGE> 2
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 20, 2000
UNION PACIFIC CORPORATION
By: /s/ James R. Young
----------------------
James R. Young
Executive Vice President - Finance
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EXHIBIT INDEX
Exhibit Description
99 Press Release dated January 20, 2000 announcing Union Pacific
Corporation's financial results for the fourth quarter of 1999.
UNION PACIFIC ANNOUNCES FOURTH QUARTER RESULTS
Omaha, NE, January 20, 2000 -- Union Pacific Corporation today reported
substantial improvement in its operating performance. Net income for the fourth
quarter was $242 million, or $.95 per diluted share. The last quarter of 1998
yielded net income of $96 million, or $.39 per diluted share, excluding the
impact of a one-time charge associated with revaluation of goodwill at Overnite
Transportation Company. Fourth quarter results included one-time, after-tax
merger implementation expenses of $9 million, or $.03 per diluted share in 1999,
and $7 million, or $.03 per diluted share in 1998.
Union Pacific Corporation, excluding Overnite, reported record operating
income of $499 million in the fourth quarter of 1999, compared to $256 million
for the same period in 1998. The Railroad's commodity revenues were up 8 percent
to a record $2.5 billion for the quarter, with gains in all six of the major
business groups. Intermodal and Industrial Products led the way, with gains of
16 and 12 percent respectively, while Energy set a fourth quarter revenue record
and Autos turned in a best ever quarter. Increased revenues and productivity
improvements lowered the operating ratio to 80.8, a reduction of 8.6 percentage
points from the prior year.
Overnite Transportation reported a fourth quarter operating loss of $13
million compared to operating income of $16 million in 1998, excluding a
one-time charge for the revaluation of Overnite goodwill. Overnite's revenues in
the quarter remained
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essentially flat with the prior year at $259 million. Operating expenses
increased 12 percent due to costs associated with a Teamster-led job action.
Despite the Teamsters activity, on-time performance improved to 97% for the
quarter, the highest all year.
For the total year 1999, Union Pacific Corporation reported net income of
$810 million compared to a net loss of $86 million in 1998 excluding the
writedown of Overnite goodwill.
"Our fourth quarter results culminate a successful 1999 for Union Pacific
and lay a strong foundation as we head into 2000," said Dick Davidson, Chairman
and Chief Executive Officer. "In the upcoming year, Union Pacific will stay the
course, with unrelenting focus on growing our business by providing high
quality, reliable service. We are committed to achieving our vision by
translating the tremendous potential of our franchise into tangible results."
A fourth quarter and full-year income statement is attached. Media
inquiries should be directed to John Bromley at Union Pacific
Railroad, (402) 271-3475.
(This press release and related material contain forward-looking statements
within the meaning of the Securities Act of 1933 and the Securities Exchange Act
of 1934. These forward-looking statements include, without limitation,
statements regarding: expectations as to operational improvements; expectations
as to cost savings, revenue growth and earnings;
<PAGE>
the time by which certain objectives will be achieved; estimates of costs
relating to environmental remediation and restoration; expectations as to
product applications; expectations that claims, lawsuits, environmental costs,
commitments, contingent liabilities, labor negotiations or agreements, or other
matters will not have a material adverse affect on its consolidated financial
position, results of operations or liquidity; and statements concerning
projections, predictions, expectations, estimates or forecasts as to the
Company's and its subsidiaries' business, financial and operational results, and
future economic performance, statements of management's 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 at or by which such performance or results will be achieved.
Forward-looking information is based on information available at the time and/or
management's good faith belief with respect to future events, and is subject to
risks and uncertainties that could cause actual performance or results to differ
materially from those expressed in the statements. Important factors that could
cause such differences include, but are not limited to, whether the Company and
its subsidiaries are fully successful in implementing their financial and
operational initiatives; industry competition, conditions, performance and
consolidation; legislative and/or regulatory developments, including possible
enactment of initiatives to re-regulate the rail business; natural events such
as severe weather, floods and earthquakes; the effects of adverse general
economic conditions, both within the United States and globally; changes in fuel
prices; changes in labor costs; labor stoppages; latent year 2000 systems
problems; and the outcome of claims and litigation, including claims arising
from environmental investigations or proceedings. Forward-looking statements
speak only as of the date the statement was made. The Company 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 Company does update one or more forward-looking statements,
no inference should be drawn that the Company will make additional updates with
respect thereto or with respect to other forward looking statements.)
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<TABLE>
<CAPTION>
UNION PACIFIC CORPORATION
STATEMENT OF CONSOLIDATED INCOME
For the Three Months Ended December 31
(Dollars in Millions, Except Per Share Amounts)
(Unaudited)
Pro Forma As Reported
1999 1998-b) Pct Chg 1998 - d)
------------------------------------
<S> <C> <C> <C> <C>
Operating Revenue $ 2,867 $ 2,684 + 7 $ 2,684
Operating Expense - a) 2,381 2,412 - 1 2,412
Goodwill Impairment - - - 547
------- ------- -------
Operating Income (Loss) 486 272 +79 (275)
Other Income - Net 58 76 -24 76
Interest Expense (179) (188) - 5 (188)
------- ------- -------
Income (Loss) Before Income Taxes 365 160 F (387)
Income Tax Expense (123) (64) +92 (64)
------- ------- -------
Income (Loss) From Continuing Operations 242 96 F (451)
Income From Discontinued Operations - - - 262
------- ------- -------
Net Income (Loss) $ 242 $ 96 F $ (189)
------- ------- -------
Diluted Earnings (Loss) Per Share:
Income (Loss) From Continuing Operations $ 0.95 $ 0.39 F $ (1.83)
Income From Discontinued Operations - - - 1.06
------- ------- -------
Net Income (Loss) $ 0.95 $ 0.39 F $ (0.77)
------- ------- -------
Average Diluted Shares Outstanding (MM)- c) 270.0 247.0 246.1
</TABLE>
a) Includes one-time merger expenses of $15 million pre-tax ($9 million
after-tax or $.03 per diluted share) in 1999, $11 million pre-tax ($7 million
after-tax or $.03 per share) in 1998. Merger expenses include severance,
relocation and certain other costs related to Union Pacific employees affected
by the merger.
b) Pro Forma results for 1998 exclude the one-time charge for the revaluation of
Overnite's goodwill of $547 million pre and after-tax and the $262 million
reversal of the loss from reclassifying Overnite from discontinued operations to
continuing operations.
c) 1998 Pro Forma excludes 21.8 million anti-dilutive common stock equivalents
and 1998 As Reported excludes 22.7 million anti-dilutive common stock
equivalents.
d) As Reported results for 1998 include Overnite classified as continuing
operations.
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<TABLE>
<CAPTION>
UNION PACIFIC CORPORATION
STATEMENT OF CONSOLIDATED INCOME
For the Year Ended December 31
(Dollars in Millions, Except Per Share Amounts)
(Unaudited)
Pro Forma As Reported
1999 1998-b) Pct Chg 1998-e)
-----------------------------------
<S> <C> <C> <C> <C>
Operating Revenue $11,273 $10,553 + 7 $10,553
Operating Expense - a) 9,469 10,177 - 7 10,177
Goodwill Impairment - - - 547
------- ------- -------
Operating Income (Loss) 1,804 376 F (171)
Other Income - Net 131 189 -31 189
Interest Expense (733) (714) + 3 (714)
------- ------- -------
Income (Loss) Before Income Taxes 1,202 (149) F (696)
Income Tax (Expense) Benefit (419) 63 U 63
------- ------- -------
Income (Loss) From Continuing Operations 783 (86) F (633)
Income From Discontinued Operations - c) 27 - F -
------- -------- -------
Net Income (Loss) $ 810 $ (86) F $ (633)
------- ------- -------
Diluted Earnings (Loss) Per Share:
Income (Loss) From Continuing Operations $ 3.12 $ (0.35) F $ (2.57)
Income From Discontinued Operations 0.10 - F -
------- ------- -------
Net Income (Loss) $ 3.22 $ (0.35) F $ (2.57)
------- ------- -------
Average Diluted Shares Outstanding (MM)-d) 269.8 246.0 246.0
</TABLE>
a) Includes one-time merger expenses of $63 million pre-tax ($39 million
after-tax or $.14 per diluted share) in 1999, $69 million pre-tax ($43 million
after-tax or $.17 per share) in 1998. Merger expenses include severance,
relocation and certain other costs related to Union Pacific employees affected
by the merger. Also includes $15 million of Overnite goodwill amortization for
the first three quarters in 1998.
b) Pro Forma results for 1998 exclude the one-time charge for the revaluation of
Overnite's goodwill of $547 million pre and after-tax.
c) Represents an adjustment of a liability established in connection with the
discontinued operation of a former subsidiary.
d) 1998 Pro Forma and As Reported exclude 17.7 million anti-dilutive common
stock equivalents.
e) As Reported results for 1998 include Overnite classified as continuing
operations for the full year.
