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Union Pacific Reports First Quarter Results

OMAHA, Neb., April 24 -- Union Pacific Corporation today reported $.60 per diluted share in first quarter 2003 income before the cumulative effect of a change in accounting principle related to the adoption of FAS No. 143, "Accounting for Asset Retirement Obligations." Net income was $1.67 per diluted share, or $429 million, including the $274 million after-tax cumulative effect adjustment. This compares to net income of $.86 per diluted share, or $222 million, in 2002.

"The high cost of fuel was the main driver behind our shortfall in earnings this quarter," said Dick Davidson, chairman and chief executive officer. "Diesel fuel was up more than $.39 a gallon versus year-ago levels, costing us nearly $.30 per share. We also incurred a one-time expense for severance payments and March storms reduced coal revenues. Moving beyond fuel and weather, our operations are running smoothly and we are well positioned for future growth."

First Quarter Highlights

Union Pacific Corporation, excluding Overnite Corporation, reported operating income of $368 million compared to $489 million for the same period in 2002.

  -- Operating Revenue was $2.7 billion, a first quarter record
  -- Average Commodity Revenue Per Car was at an all-time best of $1,188 per
     car
  -- Employee Productivity (gross ton-miles/employee) increased 3 percent
     for a first quarter record

  First Quarter Railroad Commodity Revenue Summary versus 2002
  -- Industrial Products revenue was up 8 percent
  -- Automotive revenue was up 7 percent
  -- Intermodal and Chemicals were both up 2 percent
  -- Agricultural was up 1 percent
  -- Energy was down 4 percent

"I am encouraged by the revenue performance of our business groups especially in this difficult business environment. We achieved carload growth in four of the six business groups and revenue growth in five of the six. Our Industrial Products, Automotive and Intermodal teams each had record first quarter revenues," Davidson said.

Overnite Corporation Operating Income Up 20 Percent

Overnite Corporation reported a strong performance in the first quarter, with operating income of $12.6 million, compared with $10.5 million in 2002, an increase of 20 percent. Operating revenue increased 10 percent to an all- time best $341.2 million from $308.8 million last year. Overnite's operating ratio decreased 0.3 percentage points to 96.3 percent compared to 2002's ratio of 96.6 percent.

"Overnite certainly had a strong quarter," said Davidson. "As Overnite continues to provide customers with consistent, on-time service, both freight volumes and operating income have grown."

Looking Forward

"Looking ahead, we are focused on our yield strategy, our quality programs and our operational experience to make us a stronger company and position us to take advantage of the opportunities ahead," Davidson said.

Union Pacific Corporation is one of America's leading transportation companies. Its principal operating company, Union Pacific Railroad, is the largest railroad in North America, covering 23 states across the western two- thirds of the United States. A strong focus on quality and a strategically advantageous route structure enable the company to serve customers in critical and fast growing markets. It is a leading carrier of low-sulfur coal used in electrical power generation and has broad coverage of the large chemical- producing areas along the Gulf Coast. With competitive long-haul routes between all major West Coast ports and eastern gateways, and as the only railroad to serve all six gateways to Mexico, Union Pacific has the premier rail franchise in North America. The Corporation's trucking operations include Overnite Corporation, which owns less-than-truckload carriers Overnite Transportation and Motor Cargo.

Supplemental financial information is attached.

Additional information is available at our website: www.up.com. Our contact for investors is Jennifer Hamann at (402) 271-4227. Our media contact is John Bromley at (402) 271-3475.

This press release and related materials may contain statements about the Corporation's future that are not statements of historical fact. 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 include, without limitation, statements regarding: expectations as to operational improvements; expectations as to cost savings, revenue growth and earnings; the time by which certain objectives will be achieved; estimates of costs relating to environmental remediation and restoration; proposed new products and services; expectations that claims, lawsuits, environmental costs, commitments, contingent liabilities, labor negotiations or agreements, or other matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity; and statements concerning projections, predictions, expectations, estimates or forecasts as to the Corporation's and its subsidiaries' business, financial and operational results, and future economic performance, statements of management's 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 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 performance or results to differ materially from those expressed in the statements.

Important factors that 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 include, but are not limited to: whether the Corporation and its subsidiaries are fully successful in implementing their financial and operational initiatives; industry competition, conditions, performance and consolidation; legislative and regulatory developments, including possible enactment of initiatives to re-regulate the rail business; natural events such as severe weather, fire, floods and earthquakes; the effects of adverse general economic conditions, both within the United States and globally; any adverse economic or operational repercussions from terrorist activities and any governmental response thereto; war or risk of war; changes in fuel prices; changes in labor costs; labor stoppages; and the outcome of claims and litigation, including those related to environmental contamination, personal injuries, and occupational illnesses arising from hearing loss, repetitive motion and exposure to asbestos and diesel fumes.

Forward-looking statements speak only as of 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.

                        UNION PACIFIC CORPORATION
                    STATEMENTS OF CONSOLIDATED INCOME
                   For the Three Months Ended March 31
             (Dollars in Millions, Except Per Share Amounts)
                               (Unaudited)

                                              2003        2002      Pct Chg

  Operating Revenues                        $3,077      $2,971       +  4
  Operating Expenses                         2,696       2,472       +  9

  Operating Income                             381         499       - 24
  Other Income - Net                            13          21       - 38
  Interest Expense                            (151)       (163)      -  7

  Income Before Income Taxes                   243         357       - 32
  Income Tax Expense                           (88)       (135)      - 35

  Income Before Cumulative Effect of
   Accounting Change                           155         222       - 30
  Cumulative Effect of Accounting
   Change a)                                   274           -          F

  Net Income                                  $429        $222       + 93

  Basic Earnings Per Share:
  Income Before Cumulative Effect of
   Accounting Change                         $0.61       $0.89       - 31
  Cumulative Effect of Accounting
   Change                                     1.08           -          F
  Net Income                                 $1.69       $0.89       + 90

  Diluted Earnings Per Share: b)
  Income Before Cumulative Effect of
   Accounting Change                         $0.60       $0.86       - 30
  Cumulative Effect of Accounting
   Change c)                                  1.07           -          F
  Net Income                                 $1.67       $0.86       + 94

  Average Basic Shares Outstanding (MM)      253.4       251.0

  Average Diluted Shares Outstanding (MM)    256.2       276.2

  a) Cumulative effect of accounting change relates to the adoption of
     Statement of Financial Accounting Standards No. 143, "Accounting for
     Asset Retirement Obligations", and is presented net of $167
     million tax.

  b) Excludes the dilutive effect of 21.8 million shares related to the
     Convertible Preferred Securities (CPS).

  c) Including the CPS, diluted earnings per share for the Cumulative
     Effect of Accounting Change would have been $0.99.

                          UNION PACIFIC RAILROAD
                              REVENUE DETAIL
                   For the Three Months Ended March 31
                               (Unaudited)

                                               2003        2002    Pct Chg
  Commodity Revenue (000):
  Agricultural                              $373,007    $368,757    + 1
  Automotive                                 302,133     282,504    + 7
  Chemicals                                  394,239     385,168    + 2
  Energy                                     561,395     582,213    - 4
  Industrial Products                        509,554     473,717    + 8
  Intermodal                                 466,593     455,216    + 2

    Total                                 $2,606,921  $2,547,575    + 2

  Revenue Carloads:
  Agricultural                               214,221     216,732    - 1
  Automotive                                 206,662     193,187    + 7
  Chemicals                                  219,453     217,449    + 1
  Energy                                     521,029     545,230    - 4
  Industrial Products                        340,047     324,229    + 5
  Intermodal                                 692,509     681,169    + 2

    Total                                  2,193,921   2,177,996    + 1

  Average Revenue per Car:
  Agricultural                                $1,741      $1,701    + 2
  Automotive                                   1,462       1,462      -
  Chemicals                                    1,796       1,771    + 1
  Energy                                       1,077       1,068    + 1
  Industrial Products                          1,498       1,461    + 3
  Intermodal                                     674         668    + 1

    Total                                     $1,188      $1,170    + 2

                      RAIL AND OTHER OPERATIONS - a)
                           REVIEW OF OPERATIONS
                   For the Three Months Ended March 31
            (Dollars in Millions, Except Operating Statistics)
                                (Unaudited)

                                            2003       2002      Pct Chg
  Operating Revenues                       $2,736     $2,662     +  3

  Operating Expenses
  Salaries and Benefits                       964        913     +  6
  Rent Expense                                310        315     -  2
  Depreciation                                275        284     -  3
  Fuel and Utilities                          352        225     + 56
  Materials and Supplies                      103        121     - 15
  Purchased Services and Other                364        315     + 16
       Total                                2,368      2,173     +  9

  Operating Income                           $368       $489     - 25

  Operating Statistics:
  Revenue Carloads (Thousands)              2,194      2,178     +  1
  Revenue Ton-Miles (Billions)              126.4      127.0     -  1
  Gross Ton-Miles (Billions)                241.3      240.0     +  1
  Rev/RTM (Commodity Revenue Based)         2.063cts   2.005cts  +  3
  Average Commodity Revenue Per Car        $1,188     $1,170     +  2
  Average Employees                        46,270     47,236     -  2
  Average Fuel Price Per Gallon             $1.00      $0.61     + 64
  Fuel Consumed in Gallons (MM)               319        321     -  1
  Fuel Consumption Rate (Gal/000 GTM)        1.32       1.34     -  1
  Operating Margin (%)                       13.5       18.4     - 4.9 pt.
  Operating Ratio (%)                        86.5       81.6     + 4.9 pt.

  a) Excludes Overnite Corporation's operations.

                           OVERNITE CORPORATION
                           REVIEW OF OPERATIONS
                   For the Three Months Ended March 31
            (Dollars in Millions, Except Operating Statistics)
                               (Unaudited)

                                           2003    2002        Pct Chg

  Operating Revenues                     $341.2  $308.8         + 10

  Operating Expenses
  Salaries and Benefits                   207.9   192.2         +  8
  Rent Expense                             35.6    29.7         + 20
  Depreciation                             14.4    15.0         -  4
  Fuel and Utilities                       22.2    15.1         + 47
  Materials and Supplies                   13.4    12.2         + 10
  Other                                    35.1    34.1         +  3
       Total                              328.6   298.3         + 10

  Operating Income                        $12.6   $10.5         + 20

  Operating Statistics:
  Millions of Pounds Hauled - LTL         2,131   2,022         +  5
  Millions of Pounds Hauled - Combined    2,341   2,216         +  6
  Revenue/CWT - LTL                      $14.65  $14.02         +  4
  Revenue/CWT - Combined                 $13.88  $13.38         +  4
  Average Employees                      13,631  13,158         +  4
  Average Fuel Price Per Gallon           $1.02   $0.64         + 60
  Fuel Consumed in Gallons (000s)        16,350  15,418         +  6
  Operating Margin (%)                      3.7     3.4         + 0.3 pt.
  Operating Ratio (%)                      96.3    96.6         - 0.3 pt.

                        UNION PACIFIC CORPORATION
              STATEMENTS OF CONSOLIDATED FINANCIAL POSITION
                As of March 31, 2003 and December 31, 2002
                          (Dollars in Millions)
                               (Unaudited)

                                                 March 31,      December 31,
                                                   2003             2002
    Assets:
         Cash and Temporary Investments             $311              $369
         Other Current Assets                      1,734             1,783
         Investments                                 690               699
         Properties - Net                         30,099            29,505
         Other Assets                                653               408

            Total                                $33,487           $32,764

    Liabilities and Shareholders'
     Equity:
         Current Portion of Long Term Debt          $268              $276
         Other Current Liabilities                 2,417             2,425
         Long Term Debt                            7,556             7,428
         Deferred Income Taxes                     8,712             8,478
         Other Long Term Liabilities               2,012             2,006
         Convertible Preferred Securities          1,500             1,500
         Common Shareholders' Equity              11,022            10,651

            Total                                $33,487           $32,764

                        UNION PACIFIC CORPORATION
                  STATEMENTS OF CONSOLIDATED CASH FLOWS
                   For the Three Months Ended March 31
                          (Dollars in Millions)
                               (Unaudited)

                                                    2003              2002
   Operating Activities:
         Net Income                                 $429              $222
         Cumulative Effect of
          Accounting Change a)                      (274)                -
         Income Before Cumulative
          Effect of Accounting Change                155               222
         Depreciation                                289               299
         Deferred Income Taxes                        72                90
         Other                                      (181)             (266)
         Cash Provided by Operating
          Activities                                 335               345

   Investing Activities:
         Capital Investments                        (424)             (359)
         Other                                       (49)             (126)
         Cash Used in Investing
          Activities                                (473)             (485)

   Financing Activities:
         Dividends Paid                              (58)              (50)
         Debt Repaid                                (207)             (301)
         Financings and Other - Net                  345               488
         Cash Provided by Financing
          Activities                                  80               137

   Net Change in Cash and Temporary
    Investments                                     $(58)              $(3)

   Free Cash Flow, after Dividends b)              $(196)            $(190)

   a) Cumulative effect of accounting change relates to the adoption of
      Statement of Financial Accounting Standards No. 143, "Accounting for
      Asset Retirement Obligations", and is presented net of $167 million
      tax.

   b) Free cash flow is considered a non-GAAP financial measure by SEC
      Regulation G.  Free cash flow is defined as cash from operations, less
      cash used in investing activities, less dividends paid, less non-cash
      financing transactions (if any). We believe free cash flow is
      important in evaluating our financial performance and measures our
      ability to generate cash without incurring additional external
      financings. Free cash flow should be considered in addition to, rather
      than a substitute for, net change in cash.

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