SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
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 22, 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>
The Current Report on Form 8-K of Union Pacific Railroad Company dated
January 28, 1998, as filed with the Securities and Exchange Commission on that
same date, which was incorrectly dated January 28, 1998 instead of January 22,
1998 (the date of the earliest event reported therein) and otherwise contained
certain typographical errors, is hereby amended and restated in its entirety
for the purpose of correcting such errors.
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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Union
Pacific Railroad Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: August 28, 1998
UNION PACIFIC RAILROAD COMPANY
By: /s/ Carl W. von Bernuth
----------------------------------
Name: Carl W. von Bernuth
Title: Vice President, General Counsel and
Secretary
<PAGE>
Exhibit Index
Exhibit Description
99 Press Release dated January 22, 1998 discussing fourth quarter
and full year 1997 financial results.
<PAGE>
EXHIBIT 99.1
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."
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 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.)
<PAGE>
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED INCOME
For the Three Months Ended December 31
(Dollars in Millions Except Per Share Amounts)
(Unaudited)
Fourth Quarter Pct
1997 1996 Chg
-------- ------ ---
Operating Revenues . . . . . . . . . . . . $2,561 $2,810 - 9
Operating Expenses . . . . . . . . . . . . 2,619 a) 2,350 +11
-------- ------
Operating Income . . . . . . . . . . . . . (58)b) 460 U
Other Income - Net . . . . . . . . . . . . (22) 80 U
Interest Expense . . . . . . . . . . . . . (153) (155) - 1
Corporate Expenses . . . . . . . . . . . . (13) (26) -50
-------- ------
Income Before Income Taxes . . . . . . . . (246) 359 U
Income Taxes . . . . . . . . . . . . . . . 94 (130) F
-------- ------
Net Income . . . . . . . . . . . . . . . . (152) 229 U
======== ======
Basic Earnings Per Share . . . . . . . . . ($0.62) $0.94 U
======== ======
Diluted Earnings Per Share . . . . . . . . ($0.62)c) $0.93 U
======== ======
Basic Average Shares Outstanding (MM). . . 245.9 244.5 + 1
Diluted Average Shares Outstanding (MM). . 248.0 246.4 + 1
a) One-time merger expenses $22 million pre-tax ($13 million after-tax or $.05
per diluted share) Merger expenses include severance, relocation and certain
other costs related to Union Pacific employees affected by the merger.
b) Includes $567 million pre-tax ($353 million after tax or $1.42 per diluted
share) impact of rail congestion.
c) Accounting regulations do not allow inclusion of common stock equivalents in
a loss period since they are anti-dilutive.
January 22, 1998<PAGE>
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED INCOME
For the Year Ended December 31
(Dollars in Millions Except Per Share Amounts)
(Unaudited)
Year-to-Date
Pro Forma Pct Reported Pct
1997 1996 a) Chg 1996 Chg
--------- --------- --- ------ -----
Operating Revenues . . . . . . $11,079 $11,219 - 1 $8,786 +26
Operating Expenses . . . . . . 9,826 b) 9,613 + 2 7,253 +35
--------- --------- ------
Operating Income . . . . . . . 1,253 c) 1,606 -22 1,533 -18
Other Income - Net . . . . . . 137 128 + 7 182 -25
Interest Expense . . . . . . . (605) (616) - 2 (501) +21
Corporate Expenses . . . . . . (109) (101) + 8 (101) + 8
--------- --------- ------
Income Before Income Taxes . . 676 1,017 -34 1,113 -39
Income Taxes . . . . . . . . . (244) (353) -31 (380) -36
--------- --------- ------
Income From Continuing
Operations . . . . . . . . . 432 664 -35 733 -41
Discontinued Operations. . . . - - 171 U
--------- --------- ------
Net Income . . . . . . . . . . $432 $664 -35 $904 -52
========= ========= ======
Basic Earnings Per Share . . . $1.76 $2.73 -36 $4.17 -58
========= ========= ======
Diluted Earnings Per Share . . $1.74 $2.71 -36 $4.14 -58
========= ========= ======
Basic Average Shares
Outstanding (MM) . . . . . . 245.7 243.5 + 1 216.7 +13
Diluted Average Shares
Outstanding (MM) . . . . . . 248.1 244.9 + 1 218.1 +14
a) Pro Forma results for 1996 reflect the Corporation's September 1996
acquisition of Southern Pacific Rail Corporation (SP) and spin-off of Union
Pacific Resources Group Inc. (UPRG) as if both transactions had been completed
January 1, 1996.
b) One-time merger expenses: $97 million pre-tax ($60 million after-tax or $.24
per diluted share) Merger expenses include severance, relocation and certain
other costs related to Union Pacific employees affected by the merger.
c) Includes $730 million pre-tax ($455 million after tax or $1.83 per diluted
share) impact of rail congestion.
January 22, 1998
