UNION PACIFIC RAILROAD CO
8-K, 1998-01-28
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<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)   January 28, 1998         
 
 
 
                      Union Pacific Railroad Company                 
           (Exact Name of Registrant as Specified in Charter)
 
 
              Utah                1-01324          13-6400825            
 (State or Other Jurisdiction   (Commission    (IRS Employer
             of Incorporation)   File Number)   Identification No.)
 
 
     1416 Dodge Street, Omaha, Nebraska                68179         
  (Address of Principal Executive Offices)           (Zip Code)
 
 
 Registrant's telephone number, including area code (402) 271-5000           

 
<PAGE 1>

 Item 5.  Other Events.
 
     Attached as an Exhibit is the Press Release issued by Union Pacific
     Corporation on January 22, 1998, which is incorporated herein by
     reference.
 
 Item 7. Financial Statements and Exhibits.
 
     (c) Exhibits.
 
         99    Press Release dated January 22, 1998 discussing fourth
               quarter and full year 1997 financial results. 

<PAGE 2>

 SIGNATURES
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, the
 Union Pacific Railroad Company has duly caused this report to be signed on
 its behalf by the undersigned hereunto duly authorized.
 
 January 28, 1998
 
 
                             UNION PACIFIC RAILROAD COMPANY
 
 
                             By:/S/    Carl W. von Bernuth            
                             -----------------------------
                             Name:     Carl W. von Bernuth
                             Title: Senior Vice President, 
                             General Counsel & Corporate 
                             Secretary
 
<EXHIBIT INDEX>

  Exhibit Index
  _____________
 
    Exhibit             Description
 
     99                 Press Release dated January 22, 1998
                        discussing fourth quarter and full year 1997
                        financial results.


                                                 EXHIBIT 99
 
 
 FOR IMMEDIATE RELEASE:
 
 
         UNION PACIFIC ANNOUNCES FOURTH QUARTER RESULTS
 
 Dallas, Texas, January 22, 1998 -- Union Pacific Corporation today reported
 a net loss of $152 million, or $.62 per share, in the fourth quarter of 1997,
 reflecting the impact of severe congestion at its railroad subsidiary during
 the quarter, as well as the costs of its Service Recovery Plan.  In total,
 the Corporation estimates that these congestion problems reduced net income
 by approximately $353 million, or $1.42 per share.
  
 Results for the quarter included a $40 million, or $.16 per share,
 after-tax loss on the planned sale of the company's logistics subsidiary,
 Skyway Freight Systems.  It also included $13 million, or $.05 per share, in
 one-time, after-tax expenses associated with the implementation of the UP/SP
 merger.  Net income was $229 million, or $.93 per share, in the fourth
 quarter of 1996.  
 
 Union Pacific Railroad recorded an operating loss of $57 million in the
 fourth quarter of 1997, compared to operating income of $470 million for the
 same period in 1996.  During the quarter, the Railroad focused intense
 efforts on alleviating congestion on its system and restoring normal service
 levels to its customers.  As a result of the service  difficulties and the
 costs associated with the recovery plan, Railroad revenues were down 11
 percent in the quarter, while operating costs increased 12 percent.  This led
 to an operating ratio of 102.5, compared with 81.6 in the fourth quarter of
 1996.  
 
 Overnite Transportation completed another strong quarter, reporting net
 income of $6 million, compared to a net loss of $1 million in 1996 (before
 goodwill of $5 million in both quarters).  Continued improvement in service
 levels combined with a strong trucking environment to increase revenues by 14
 percent.  The company also continued its focus on productivity improvement
 during the quarter.  As a result, Overnite's operating ratio decreased by 5.9
 percentage points to 97.4.  
 
 Union Pacific Corporation reported net income of $432 million, or $1.74
 per share, for the full year 1997.  This compares with pro forma 1996 income
 of $664 million, or $2.71 per share, and reported 1996 income from continuing
 operations of $733 million, or $3.36 per share.
 
 "We are extremely disappointed with our fourth quarter operating and
 financial performance," said Dick Davidson, chief executive officer.  "We
 have let down our customers, our shareholders, and, not least of all, our
 employees.  We are focused intensively on our Service Recovery Plan and have
 been encouraged by the improvement in our service indicators.  While our
 earnings in the first quarter will not match last year, as we go through the
 year our performance should improve.  As we complete the recovery and move
 forward with our merger implementation, all of us are working hard to regain
 the confidence of our customers, our shareholders, and our employees." 
 
 Media inquires should be directed to John Bromley at Union Pacific
 Railroad, (402) 271-3475.
 
 (This press release contains forward-looking statements within the
 meaning of the Securities Act of 1933 and the Securities Exchange Act of
 1934. This information is based on facts available at this time, and is
 subject to risks and uncertainties that could cause actual results to differ
 materially from those expressed above. Important facts that could cause such
 differences include, but are not limited to, whether Union Pacific Railroad's
 Service Recovery Plan achieves its goals; industry competition and regulatory
 developments; natural events such as severe weather, floods and earthquakes;
 the effects of adverse economic conditions affecting the Company's shippers;
 changes in fuel prices; and the ultimate outcome of shipper claims,
 environmental investigations or proceedings and other types of claims and
 litigations.) 
                                


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