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): October 21, 1999
Union Pacific Railroad Company
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-6146 94-6001323
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1416 Dodge Street, Omaha, Nebraska 68179
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (402) 271-5000
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
Attached as an Exhibit is the Press Release issued by Union Pacific Corporation,
the corporate parent of Union Pacific Railroad Company, on October 21, 1999
announcing Union Pacific Corporation's financial results for the third quarter
of 1999, which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99 Press Release dated October 21, 1999 announcing Union
Pacific Corporation's financial results for the third
quarter of 1999.
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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: October 21, 1999
UNION PACIFIC CORPORATION
By: /s/ James R. Young
----------------------
James R. Young
Senior Vice President - Finance and
Chief Accounting Officer
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EXHIBIT INDEX
Exhibit Description
99 Press Release dated October 21, 1999 announcing Union Pacific
Corporation's financial results for the third quarter of 1999.
UNION PACIFIC CORPORATION ANNOUNCES THIRD QUARTER RESULTS
Omaha, NE, October 21, 1999 -- Union Pacific Corporation today reported
a strong rebound in year-over-year operating performance. Income from continuing
operations totaled $218 million, or $.86 per diluted share, in the third quarter
of 1999, compared with $34 million, or $.14 per diluted share, in 1998. Net
income for this year's third quarter was $245 million, or $.96 per diluted
share, reflecting a one-time after-tax gain of $27 million, or $.10 per diluted
share, from the adjustment of a liability related to the discontinued operations
of a former subsidiary. Third quarter results included one-time after-tax merger
implementation expenses of $13 million, or $.05 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 $507 million in the third quarter of 1999, compared to $203
million for the same period in 1998. Commodity revenues were up 10 percent, to a
record $2.5 billion for the quarter, with gains in all six of the major business
groups. Particular strength was seen in Intermodal, Autos, Agricultural Products
and Energy, which increased 19 percent, 17 percent, 10 percent, and 9 percent
respectively. Increased revenues combined with productivity improvements to
reduce the third quarter operating ratio by 11.0 percentage points to 80.6
percent.
Overnite Transportation reported third quarter operating income of $8
million compared to $12 million in 1998 (before goodwill amortization of $5
million in 1998). Overnite's revenues in the quarter increased 8 percent to $277
million from $257 million in 1998. Its operating ratio rose 1.8 percentage
points to 97.1 percent.
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For the first nine months of 1999, the Corporation reported operating
income of $1.32 billion and net income of $568 million, compared to an operating
income of $104 million and a loss of $444 million for the same period in 1998.
"We're regaining our operating and financial momentum and returning to
'Union Pacific territory' with our Third Quarter results," said Dick Davidson,
Chairman and Chief Executive Officer. "But there's still tremendous opportunity
ahead of us. We've just started to tap the potential of our merged rail
franchise, and we're pushing forward to achieve those benefits for our
customers, our employees and our shareholders." Third quarter and nine-month
income statements are attached. Media inquiries should be directed to John
Bromley at Union Pacific Railroad, (402) 271-3475.
(This press release and related materials contain forward-looking statements
within the meaning of the Securities Act of 1933 and the Securities Exchange Act
of 1934. The forward-looking statements may include, without limitation,
statements concerning projections, predictions or expectations as to Union
Pacific Corporation's business, financial or operational results, future
economic performance, the objectives of management, statements that we do not
expect that claims, lawsuits, environmental costs, commitments, contingent
liabilities, labor negotiations or other matters will have a material adverse
affect on our consolidated financial position, results of operations or
liquidity and other similar expressions concerning matters that are not
historical facts. 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 results to
differ materially from those expressed in the statements. Important factors that
could cause such differences include, but are not limited to, whether we are
fully successful in implementing our financial and operational initiatives;
industry competition, conditions and performance; legislative and/or regulatory
developments; natural events such as severe weather, floods and earthquakes; the
effects of adverse general economic conditions; changes in fuel prices; labor
stoppages; the impact of year 2000 systems problems; and the outcome of claims
and litigation, including claims arising from environmental investigations or
proceedings. We assume no obligation to update forward-looking information to
reflect actual results, changes in assumptions or changes in other factors
affecting forward-looking information.
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UNION PACIFIC CORPORATION
STATEMENT OF CONSOLIDATED INCOME
For the Three Months Ended September 30
(Dollars in Millions, Except Per Share Amounts)
(Unaudited)
1999 1998 Pct Chg
------- ------- -------
Operating Revenue $ 2,893 $ 2,660 + 9
Operating Expense - a) 2,378 2,450 - 3
------- -------
Operating Income 515 210 F
Other Income - Net 24 36 - 33
Interest Expense (184) (188) - 2
------- -------
Income Before Income Taxes 355 58 F
Income Taxes (137) (24) U
------- -------
Income From Continuing Operations 218 34 F
Income From Discontinued Operations - b) 27 -- F
------- -------
Net Income $ 245 $ 34 F
======= =======
Basic Earnings Per Share
Income From Continuing Operations $ 0.88 $ 0.14 F
Diluted Earnings Per Share:
Income From Continuing Operations $ 0.86 $ 0.14 F
Income From Discontinued Operations 0.10 -- F
------- ------
Net Income ......... $ 0.96 $ 0.14 F
======= ======
Average Basic Shares Outstanding (MM) 246.6 246.1
Average Diluted Shares Outstanding (MM) - c) 270.1 246.7
a) Includes one-time merger expenses of $20 million pre-tax ($13 million
after-tax or $.05 per diluted share) in 1999, $12 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. Also includes $5 million of Overnite goodwill amortization in
1998.
b) Represents an adjustment of a liability established in connection with the
discontinued operation of a former subsidiary.
c) 1998 excludes 21.8 million anti-dilutive common stock equivalents.
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UNION PACIFIC CORPORATION
STATEMENT OF CONSOLIDATED INCOME
For the Nine Months Ended September 30
(Dollars in Millions, Except Per Share Amounts)
(Unaudited)
1999 1998 Pct Chg
------- ------- -------
Operating Revenue $ 8,406 $ 7,869 + 7
Operating Expense - a) 7,088 7,765 - 9
------- -------
Operating Income 1,318 104 F
Other Income - Net 73 113 - 35
Interest Expense (554) (526) + 5
------- -------
Income (Loss) Before Income Taxes 837 (309) F
Income Tax (Expense) Benefit (296) 127 U
------- -------
Income (Loss) From Continuing Operations 541 (182) F
Income (Loss) From Discontinued Operations - b) 27 (262) F
------- -------
Net Income (Loss) $ 568 $ (444) F
======= =======
Basic Earnings (Loss) Per Share:
Income (Loss) From Continuing Operations $ 2.19 $ (0.74) F
Diluted Earnings (Loss) Per Share:
Income (Loss) From Continuing Operations $ 2.17 $ (0.74) F
Income (Loss) From Discontinued Operations 0.10 (1.06) F
------- -------
Net Income (Loss) $ 2.27 $ (1.80) F
======= =======
Average Basic Shares Outstanding (MM) 246.5 246.0
Average Diluted Shares Outstanding (MM) - c) 269.6 246.0
a) Includes one-time merger expenses of $48 million pre-tax ($30 million
after-tax or $.11 per diluted share) in 1999, $58 million pre-tax ($36 million
after-tax or $.15 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 in
1998.
b) 1999 represents an adjustment of a liability established in connection with
the discontinued operation of a former subsidiary. 1998 represents a provision
for the expected loss from the proposed sale of Overnite. In the fourth quarter
of 1998, the Corporation reclassified Overnite's results to continuing
operations and reversed the $262 million loss from discontinued operations.
c) 1998 excludes 16.0 million anti-dilutive common stock equivalents.
