UNITED STATES

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 23, 2015 (April 23, 2015)

 

 

 

 

 

 

 

 

UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

 

 

Utah

1-6075

13-2626465

(State or other jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

 

 

 

 

 

1400 Douglas Street, Omaha, Nebraska

68179

(Address of principal executive offices)

(Zip Code)

 

Registrant's telephone number, including area code: (402) 544-5000

 

N/A

(Former name or former address, if changed since last report)

 

 

 

 

 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 2.02 Results of Operations and Financial Condition.

 

On April 23, 2015, Union Pacific Corporation issued a press release announcing its financial results for the quarter ended March 31, 2015.  A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

99.1Press Release of Union Pacific Corporation, dated April 23, 2015, announcing its financial results for the quarter ended March 31, 2015.


 

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 23, 2015

 

 

 

 

 

UNION PACIFIC CORPORATION

 

 

 

 

 

 

 

By:

/s/ Robert M. Knight, Jr.

 

 

Robert M. Knight, Jr.

 

 

Executive Vice President – Finance and Chief Financial Officer

 

 


 

Exhibit Index

 

99.1Press Release of Union Pacific Corporation, dated April 23, 2015.




Exhibit 99.1

 

 

Union Pacific Reports First Quarter Results

First Quarter Diluted Earnings per Share up 9 Percent

 

 

FOR IMMEDIATE RELEASE

 

First Quarter Results

·

Diluted earnings per share of $1.30 improved 9 percent.

·

Operating income totaled $2 billion, up 7 percent.

·

Operating ratio of 64.8 percent improved 2.3 points.

 

Omaha, Neb., April 23, 2015  Union Pacific Corporation (NYSE: UNP) today reported 2015 first quarter net income of $1.2 billion, or $1.30 per diluted share, compared to $1.1 billion, or $1.19 per diluted share, in the first quarter 2014.

“Union Pacific achieved 9 percent earnings per share growth in the first quarter, as solid core pricing gains were partially offset by a sharp drop in volume,” said Lance Fritz, Union Pacific president and chief executive officer. While we took actions during the quarter to adjust for the volume decline, we did not run an efficient operation. We are taking the steps to align our resources with current demand, while remaining agile in an ever-changing environment.”

 

 

-more-

 


 

-2-

First Quarter Summary

Operating revenue of $5.6 billion was flat in the first quarter 2015 versus the first quarter 2014. First quarter business volumes, as measured by total revenue carloads, declined 2 percent compared to 2014. Volume declines in coal, industrial products, intermodal and chemicals more than offset the growth in automotive and agricultural products. In addition:

·

Quarterly freight revenue decreased 1 percent compared to the first quarter 2014, as lower fuel surcharge revenue and the volume decline more than offset core pricing gains and positive business mix.

·

Union Pacific’s 64.8 percent operating ratio was 2.3 points better than the first quarter 2014. The operating ratio benefited in the quarter about 3 points from lower fuel prices, including the lag impact of fuel surcharge.

·

The $1.95 per gallon average quarterly diesel fuel price in the first quarter 2015 was down 38 percent compared to the first quarter 2014.

·

Quarterly train speed, as reported to the Association of American Railroads, was 24.6 mph, about flat when compared with the first quarter 2014.

·

The Company repurchased almost 6.9 million shares in the first quarter 2015 at an aggregate cost of $807 million.

·

Union Pacific has adjusted its 2015 capital program down $100 million to approximately $4.2 billion.

Summary of First Quarter Freight Revenues

·

Automotive up 6 percent

·

Agricultural Products up 3 percent

·

Industrial Products up 1 percent

·

Chemicals flat

·

Coal down 5 percent

·

Intermodal down 5 percent

 

-more-

 


 

-3-

2015 Outlook

“We’ve had some challenges to start off the year, but we’re taking the steps needed to work through those challenges and realize the opportunities we see ahead,” Fritz said. “We expect to see solid improvement in network performance and cost efficiency over the coming months. As we leverage the strengths of our diverse franchise, we continue to be intently focused on safety, service and shareholder returns.”

 

About Union Pacific

Union Pacific Railroad is the principal operating company of Union Pacific Corporation (NYSE: UNP). One of America's most recognized companies, Union Pacific Railroad connects 23 states in the western two-thirds of the country by rail, providing a critical link in the global supply chain. From 2005-2014, Union Pacific invested more than $31 billion in its network and operations to support America’s transportation infrastructure.  The railroad’s diversified business mix includes Agricultural Products, Automotive, Chemicals, Coal, Industrial Products and Intermodal. Union Pacific  serves many of the fastest-growing U.S. population centers, operates from all major West Coast and Gulf Coast ports to eastern gateways, connects with Canada's rail systems and is the only railroad serving all six major Mexico gateways. Union Pacific provides value to its roughly 10,000 customers by delivering products in a safe, reliable, fuel-efficient and environmentally responsible manner.

 

Investor contact is Mike Staffenbeal, (402) 544-4227.

 

Media contact is Aaron Hunt, (402) 544-0100.

Supplemental financial information is attached. 

 

-more-

 


 

-4-

 

****

This presentation and related materials contain statements about the Corporation’s future that are not statements of historical fact, including specifically the statements regarding the Corporation’s expectations with respect to economic conditions and demand levels; and its ability to generate financial returns, improve network performance and cost efficiency, provide quality customer service, and provide returns to its shareholders.  These statements are, or will be, forward-looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934.  Forward-looking statements also generally include, without limitation, information or statements regarding:  projections, predictions, expectations, estimates or forecasts as to the Corporation’s and its subsidiaries’ business, financial, and operational results, and future economic performance;  and management’s beliefs, expectations, 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 that, or by which, such performance or results will be achieved.  Forward-looking information, including expectations regarding operational and financial improvements and the Corporation’s future performance or results are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statement.  Important factors, including risk factors, could affect the Corporation’s and its subsidiaries’ future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements.  Information regarding risk factors and other cautionary information are available in the Corporation’s Annual Report on Form 10-K for 2014, which was filed with the SEC on February 6, 2015.  The Corporation updates information regarding risk factors if circumstances require such updates in its periodic reports on Form 10-Q and its subsequent Annual Reports on Form 10-K (or such other reports that may be filed with the SEC).  

Forward-looking statements speak only as of, and are based only upon information available on, the date the statements were made.  The Corporation 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 Corporation does update one or more forward-looking statements, no inference should be drawn that the Corporation will make additional updates with respect thereto or with respect to other forward-looking statements.  References to our website are provided for convenience and, therefore, information on or available through the website is not, and should not be deemed to be, incorporated by reference herein.

###

 

 

 


 

 

 

 

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Income (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Millions, Except Per Share Amounts and Percentages,

1st Quarter

For the Periods Ended March 31,

2015 
2014 

%

 

Operating Revenues

 

 

 

 

 

 

     Freight revenues

$

5,251 

$

5,286 
(1)

%

     Other revenues

 

363 

 

352 

 

Total operating revenues

 

5,614 

 

5,638 

 -

 

Operating Expenses

 

 

 

 

 

 

     Compensation and benefits

 

1,369 

 

1,254 

 

     Purchased services and materials

 

643 

 

607 

 

     Fuel

 

564 

 

921 
(39)

 

     Depreciation

 

491 

 

464 

 

     Equipment and other rents

 

311 

 

312 

 -

 

     Other

 

259 

 

226 
15 

 

Total operating expenses

 

3,637 

 

3,784 
(4)

 

Operating Income

 

1,977 

 

1,854 

 

     Other income

 

26 

 

38 
(32)

 

     Interest expense

 

(148)

 

(133)
11 

 

Income before income taxes

 

1,855 

 

1,759 

 

Income taxes

 

(704)

 

(671)

 

Net Income

$

1,151 

$

1,088 

%

 

 

 

 

 

 

 

Share and Per Share*

 

 

 

 

 

 

     Earnings per share - basic

$

1.31 

$

1.20 

%

     Earnings per share - diluted

$

1.30 

$

1.19 

 

     Weighted average number of shares - basic

 

879.3 

 

908.1 
(3)

 

     Weighted average number of shares - diluted

 

882.8 

 

912.5 
(3)

 

     Dividends declared per share

$

0.55 

$

0.455 
21 

 

 

 

 

 

 

 

 

Operating Ratio

 

64.8% 

 

67.1% 
(2.3)

pts

Effective Tax Rate

 

38.0% 

 

38.1% 
(0.1)

pts

 

*On June 6, 2014, we completed a two-for-one stock split, effected in the form of a 100% stock dividend. All references to common shares and per share amounts have been retroactively adjusted to reflect the stock split for all periods presented.

 

 

1

 


 

 

 

 

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Freight Revenues Statistics (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1st Quarter

For the Periods Ended March 31,

2015 
2014 

%

 

Freight Revenues (Millions)

 

 

 

 

 

 

Agricultural Products

$

939 

$

910 

%

Automotive

 

516 

 

488 

 

Chemicals

 

897 

 

893 

 -

 

Coal

 

915 

 

961 
(5)

 

Industrial Products

 

1,017 

 

1,011 

 

Intermodal

 

967 

 

1,023 
(5)

 

Total

$

5,251 

$

5,286 
(1)

%

Revenue Carloads (Thousands)

 

 

 

 

 

 

Agricultural Products

 

245 

 

239 

%

Automotive

 

202 

 

188 

 

Chemicals

 

267 

 

270 
(1)

 

Coal

 

399 

 

430 
(7)

 

Industrial Products

 

306 

 

314 
(3)

 

Intermodal*

 

812 

 

833 
(3)

 

Total

 

2,231 

 

2,274 
(2)

%

Average Revenue per Car

 

 

 

 

 

 

Agricultural Products

$

3,838 

$

3,815 

%

Automotive

 

2,553 

 

2,591 
(1)

 

Chemicals

 

3,362 

 

3,307 

 

Coal

 

2,293 

 

2,236 

 

Industrial Products

 

3,325 

 

3,218 

 

Intermodal*

 

1,191 

 

1,227 
(3)

 

Average 

$

2,354 

$

2,324 

%

 

*Each intermodal container or trailer equals one carload.

 

2

 


 

 

 

 

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Financial Position (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Mar. 31,

Dec. 31,

Millions, Except Percentages

2015 
2014 

Assets

 

 

 

 

     Cash and cash equivalents

$

1,587 

$

1,586 

     Other current assets

 

2,892 

 

3,093 

     Investments

 

1,375 

 

1,390 

     Net properties

 

46,928 

 

46,272 

     Other assets

 

363 

 

375 

Total assets

$

53,145 

$

52,716 

 

 

 

 

 

Liabilities and Common Shareholders' Equity

 

 

 

 

     Debt due within one year

$

416 

$

462 

     Other current liabilities

 

2,974 

 

3,303 

     Debt due after one year

 

11,884 

 

11,018 

     Deferred income taxes

 

14,774 

 

14,680 

     Other long-term liabilities

 

2,040 

 

2,064 

Total liabilities

 

32,088 

 

31,527 

Total common shareholders' equity

 

21,057 

 

21,189 

Total liabilities and common shareholders' equity

$

53,145 

$

52,716 

 

 

 

 

 

Debt to Capital

 

36.9% 

 

35.1% 

Adjusted Debt to Capital*

 

42.6% 

 

41.3% 

 

*  Adjusted Debt to Capital is a non-GAAP measure; however, management believes that it is an important measure in evaluating our financial performance. See page 6 for a reconciliation to GAAP.

 

 

3

 


 

 

 

 

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Cash Flows (unaudited)

 

 

 

 

 

 

 

 

 

 

 

Millions,

Year-to-Date

For the Periods Ended March 31,

2015 
2014 

Operating Activities

 

 

 

 

     Net income

$

1,151 

$

1,088 

     Depreciation

 

491 

 

464 

     Deferred income taxes

 

108 

 

75 

     Other - net

 

314 

 

140 

Cash provided by operating activities

 

2,064 

 

1,767 

 

 

 

 

 

Investing Activities

 

 

 

 

     Capital investments

 

(1,101)

 

(893)

     Other - net

 

(41)

 

(12)

Cash used in investing activities

 

(1,142)

 

(905)

 

 

 

 

 

Financing Activities

 

 

 

 

     Debt issued

 

1,146 

 

995 

     Common shares repurchased

 

(792)

 

(644)

     Debt repaid

 

(333)

 

(402)

     Dividends paid*

 

(922)

 

(363)

     Other - net

 

(20)

 

(23)

Cash used in financing activities

 

(921)

 

(437)

 

 

 

 

 

Net Change in Cash and Cash Equivalents

 

 

425 

Cash and cash equivalents at beginning of year

 

1,586 

 

1,432 

Cash and Cash Equivalents at End of Period

$

1,587 

$

1,857 

 

 

 

 

 

Free Cash Flow**

 

 

 

 

     Cash provided by operating activities

$

2,064 

$

1,767 

     Cash used in investing activities

 

(1,142)

 

(905)

     Dividends paid*

 

(922)

 

(363)

Free cash flow

$

 -

$

499 

 

*The 2015 dividends paid amount includes the fourth quarter 2014 dividend of $438 million, which was paid on January 2, 2015, as well as the first quarter 2015 dividend of $484 million, which was paid on March 30, 2015.  Beginning in 2015, the timing of the dividend declaration and payable dates was aligned to occur within the same quarter.

 

**Free cash flow is a non-GAAP measure; however, management believes that it is an important measure in evaluating our financial performance and measures our ability to generate cash without additional external financing.

 

4

 


 

 

 

 

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Operating and Performance Statistics (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

1st Quarter

For the Periods Ended March 31,

2015 
2014 

%

 

Operating/Performance Statistics 

 

 

 

 

     Gross ton-miles (GTMs) (millions)

237,213 
240,169 
(1)

%

     Employees (average)

48,830 
46,166 

 

     GTMs (millions) per employee

4.86 
5.20 
(7)

 

 

 

 

 

 

Locomotive Fuel Statistics

 

 

 

 

     Average fuel price per gallon consumed

$
1.95 
$
3.12 
(38)

%

     Fuel consumed in gallons (millions)

282 
287 
(2)

 

     Fuel consumption rate*

1.187 
1.197 
(1)

 

 

 

 

 

 

AAR Reported Performance Measures

 

 

 

 

     Average train speed (miles per hour)

24.6 
24.5 

 -

%

     Average terminal dwell time (hours)

30.6 
30.7 

 -

 

 

 

 

 

 

Revenue Ton-Miles (Millions)

 

 

 

 

     Agricultural Products

22,982 
23,723 
(3)

%

     Automotive

4,293 
3,958 

 

     Chemicals

18,209 
18,814 
(3)

 

     Coal

41,710 
44,683 
(7)

 

     Industrial Products

20,168 
20,425 
(1)

 

     Intermodal

19,048 
19,940 
(4)

 

Total

126,410 
131,543 
(4)

%

 

*Fuel consumption is computed as follows: gallons of fuel consumed divided by gross ton-miles in thousands.    

 

5

 


 

 

 

 

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

Non-GAAP Measures Reconciliation to GAAP

 

 

 

 

 

 

 

 

 

 

 

Debt to Capital*

 

 

 

 

 

Mar. 31,

Dec. 31,

Millions, Except Percentages

2015 
2014 

Debt (a)

$

12,300 

$

11,480 

Equity

 

21,057 

 

21,189 

Capital (b)

$

33,357 

$

32,669 

Debt to capital (a/b)

 

36.9% 

 

35.1% 

 

*  Total debt divided by total debt plus equity. Management believes this is an important measure in evaluating our balance sheet strength and is important in managing our credit ratios and financing relationships.

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Debt to Capital, Reconciliation to GAAP*

 

 

 

 

 

Mar. 31,

Dec. 31,

Millions, Except Percentages

2015 
2014 

Debt

$

12,300 

$

11,480 

Net present value of operating leases

 

2,830 

 

2,902 

Unfunded pension and OPEB

 

518 

 

523 

Adjusted debt (a)

 

15,648 

 

14,905 

Equity

 

21,057 

 

21,189 

Adjusted capital (b)

$

36,705 

$

36,094 

Adjusted debt to capital (a/b)

 

42.6% 

 

41.3% 

 

*Total debt plus net present value of operating leases plus after-tax unfunded pension and OPEB obligation divided by total debt plus net present value of operating leases plus after-tax unfunded pension and OPEB obligation plus equity. Operating leases were discounted using 4.9% at March 31, 2015, and 5.3% at December 31, 2014. The discount rate reflects our effective interest rate. Management believes this is an important measure in evaluating the total amount of leverage in our capital structure including off-balance sheet lease obligations.

 

6

 


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