<COVER>
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): April 22, 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
(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)
<PAGE> 1
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
April 22, 1999 announcing Union Pacific Corporation's financial results for
the first quarter of 1999, which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99 Press Release dated April 22, 1999 announcing Union Pacific
Corporation's financial results for the first 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: April 22, 1999
UNION PACIFIC RAILROAD COMPANY
By: /s/ James R. Young
----------------------
James R. Young
Senior Vice President - Finance and
Chief Accounting Officer
<PAGE> INDEX
EXHIBIT INDEX
Exhibit Description
99 Press Release dated April 22, 1999 announcing Union Pacific
Corporation's financial results for the first quarter of 1999.
EXHIBIT 99
FOR IMMEDIATE RELEASE:
UNION PACIFIC ANNOUNCES FIRST QUARTER RESULTS
DALLAS, TX, April 22, 1999 -- Union Pacific Corporation today reported that
its Railroad subsidiary made significant strides in improving both its
revenues and operating income during the first quarter of 1999. The
Corporation reported net income of $129 million, or $.52 per diluted share,
in the first quarter. Results for the quarter also included $9 million, or
$.04 per diluted share, in one-time after-tax expenses associated with the
implementation of the Southern Pacific merger. Union Pacific reported a net
loss of $62 million, or $.25 per diluted share, in the first quarter of 1998.
Union Pacific Railroad and other operations reported operating income of
$352 million in the first quarter of 1999 compared to $25 million for the same
period in 1998. Commodity revenues were up 8 percent, while operating costs
decreased 7 percent. Carloadings rose 6 percent overall, with particular
strength in Agricultural Products, Energy, and Autos, which were up 11, 8 and 7
percent respectively. Increased system velocity, reduced car inventory, and
lower fuel costs improved the operating ratio to 85.8. This compares to 98.9 in
the first quarter of 1998, which reflected customer claims accruals and other
congestion-related costs.
Overnite Transportation reported first quarter operating income of $10
million compared to $13 million in the first quarter of 1998. Revenues declined
2 percent, largely reflecting the strong traffic levels in early 1998 as
customers diverted traffic to Overnite in anticipation of a potential labor
strike at unionized carriers prior to national contract negotiations. The
company's results were also adversely effected by harsh weather during the
quarter as well as the costs associated with the launching of Overnite's
Next-Day service enhancement program. As a result, Overnite's operating ratio
rose 1.0 percentage point to 95.9.
"We're encouraged by the progress we've made during the first quarter,"
said Dick Davidson, Chairman and Chief Executive Officer. "Operational
improvements are being achieved, and there's more to be accomplished. Going
forward, the key will be to leverage those operating efficiencies with higher
revenues as we work to restore customer confidence and attract new business to
the Railroad."
A first quarter income statement is attached.
Media inquires should be directed to John Bromley at Union Pacific
Railroad, (402) 271-3475.
(This press release contains forward-looking statements as defined by the
Securities Act of 1933 and the Securities Exchange Act of 1934. These
forward-looking statements may include, without limitation, statements that
we do not expect that claims, lawsuits, environmental costs, commitments,
contingent liabilities, labor negotiations or other matters will have a
material adverse effect on our consolidated financial condition, results of
operations or liquidity and other similar expressions concerning matters that
are not historical facts, and projections or predictions as to our financial or
operational results. Forward-looking information is based on facts available
at the time 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 differences include, but are not limited to: whether we
are fully successful in recovering from the effects of UPRR's congestion-related
problems and implementing UPRR's financial and operational initiatives; industry
competition and 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 strikes; the impact of year
2000 systems problems; and the outcome of shipper claims related to congestion,
claims arising from environmental investigations or proceedings and other types
of claims and litigations. 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.)
UNION PACIFIC CORPORATION
STATEMENT OF CONSOLIDATED INCOME
For the Three Months Ended March 31
(Dollars in Millions, Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
Pct
1999 1998 Chg
<S> <C> <C> <C>
Operating Revenue. . . . . . . . . . . . . . . . $ 2,740 $ 2,586 + 6
Operating Expense -a). . . . . . . . . . . . . . 2,378 2,553 - 7
Operating Income . . . . . . . . . . . . . . . . 362 33 F
Other Income - Net . . . . . . . . . . . . . . . 31 23 + 35
Interest Expense . . . . . . . . . . . . . . . . (192) (161) - 19
Income (Loss) Before Income Taxes. . . . . . . . 201 (105) F
Income Tax (Expense) Benefit . . . . . . . . . . (72) 43 U
Net Income (Loss) . . . . . . . . . . . . . . . $ 129 $ (62) F
Basic Earnings (Loss) Per Share. . . . . . . . . $ 0.52 $ (0.25) F
Diluted Earnings (Loss) Per Share. . . . . . . . $ 0.52 $ (0.25) F
Average Basic Shares Outstanding (MM). . . . . . 246.3 246.0
Average Diluted Shares Outstanding (MM)-b) . 247.4 246.0
a) Includes one-time merger expenses of $15 million pre-tax ($9 million
after-tax or $.04 per diluted share) in 1999, $29 million pre-tax ($18
million after-tax or $.07 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) 1999 excludes 21.8 million anti-dilutive common stock equivalents, and 1998
excludes 1.7 million anti-dilutive common stock equivalents.
April 22, 1999
</TABLE>
