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Union Pacific Reports Record Revenue Of $3.3 Billion

OMAHA, Neb., July 24 -- Union Pacific Corporation today reported second quarter net income of $288 million, or $1.10 per diluted share. This compares to net income of $304 million, or $1.15 per diluted share in the second quarter of 2002. Operating income was $605 million, compared to $602 million in 2002. The 2003 results include a one-time expense of $.03 per diluted share for costs associated with the $500 million redemption of the Corporation's convertible preferred securities.

"This was our best quarter ever in terms of revenue. In a weak economic climate with carloadings flat compared to last year, this excellent revenue performance indicates the strength of our business mix," said Dick Davidson, chairman and chief executive officer. "And, although fuel surcharges contributed to our revenue growth, they did not fully mitigate the additional $54 million of Railroad fuel expense incurred due to a $.16 per gallon increase in diesel prices from a year ago."

Second Quarter Highlights

Union Pacific Corporation, excluding Overnite Corporation, reported second quarter operating income of $584 million compared to $583 million for the same period in 2002.

   -- Railroad Operating Revenue increased 3 percent
   -- Employee Productivity (gross ton-miles/employee) increased 4 percent
      to a second quarter record level
   -- Operating Margin was 20.2 percent, compared to last year's second
      quarter 20.7 percent

  Second Quarter Railroad Commodity Revenue Summary versus 2002

   -- Agricultural up 6 percent
   -- Energy up 6 percent
   -- Industrial Products up 5 percent
   -- Intermodal was flat
   -- Automotive down 2 percent
   -- Chemicals down 2 percent

"The key takeaway here is that our franchise diversity is vital to sustained revenue growth," Davidson said. "In a tough economy, our less cyclical businesses -- such as Agriculture and Energy -- can lead us to greater profitability."

Overnite Corporation

Overnite Corporation reported a 15 percent increase in second quarter operating income of $21.0 million, compared to $18.2 million in 2002. Operating revenue was up 10 percent to $372.0 million from $337.1 million last year. Overnite's operating ratio was 94.4 percent compared to 94.6 percent.

Looking Forward

"We are cautiously upbeat about the second half of the year," Davidson said. "One cloud on the horizon, however, continues to be energy prices. Diesel fuel and natural gas prices have remained stubbornly high, affecting our customers' businesses and our cost structure, while creating a drag on the overall economy. We remain focused on running a quality, profitable Company and, with help from a little stronger economy, we're positioned for growth."

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 its less-than-truckload carriers, Overnite Transportation and Motor Cargo.

Additional information is available at our Web site: www.up.com. Our contact for investors is Jennifer Hamann at (402) 271-4227. Our media contact is Kathryn Blackwell at (402) 271-3753.

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 new tax rates and possible enactment of initiatives to re- regulate the rail industry; 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 June 30
              (Dollars in Millions, Except Per Share Amounts)
                                (Unaudited)

                                             2003        2002       Pct Chg

  Operating Revenues                        $3,266      $3,159         +3
  Operating Expenses                         2,661       2,557         +4

  Operating Income                             605         602          F
  Other Income - Net                             5          35        -86
  Interest Expense                            (150)       (159)        -6

  Income Before Income Taxes                   460         478         -4
  Income Tax Expense                          (172)       (174)        -1

  Net Income                                  $288        $304         -5

  Basic Earnings Per Share                   $1.13       $1.21         -7

  Diluted Earnings Per Share                 $1.10       $1.15         -4

  Average Basic Shares Outstanding (MM)      253.9       251.8

  Average Diluted Shares Outstanding (MM)    271.7       276.3

                        UNION  PACIFIC  CORPORATION
                     STATEMENTS OF CONSOLIDATED INCOME
                      For the Six Months Ended June 30
              (Dollars in Millions, Except Per Share Amounts)
                                (Unaudited)

                                             2003        2002        Pct Chg

  Operating Revenues                        $6,343      $6,130         +3
  Operating Expenses                         5,357       5,029         +7

  Operating Income                             986       1,101        -10
  Other Income - Net                            18          56        -68
  Interest Expense                            (301)       (322)        -7

  Income Before Income Taxes                   703         835        -16
  Income Tax Expense                          (260)       (309)       -16

  Income Before Cumulative Effect of
   Accounting Change                           443         526        -16
  Cumulative Effect of Accounting
   Change a)                                   274           -          F

  Net Income                                  $717        $526        +36

  Basic Earnings Per Share
  Income Before Cumulative Effect of
   Accounting Change                         $1.75       $2.09        -16
  Cumulative Effect of Accounting
   Change                                     1.08           -          F
  Net Income                                 $2.83       $2.09        +35

  Diluted Earnings Per Share
  Income Before Cumulative Effect of
   Accounting Change                         $1.70       $2.01        -15
  Cumulative Effect of Accounting Change      1.01           -          F
  Net Income                                 $2.71       $2.01        +35

  Average Basic Shares Outstanding (MM)      253.6       251.4

  Average Diluted Shares Outstanding (MM)    271.2       276.1

  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.

                            UNION PACIFIC RAILROAD
                                REVENUE DETAIL
                            Periods Ended June 30
                                 (Unaudited)

              Second Quarter                              Year-to-Date
      2003        2002      Pct Chg               2003        2002   Pct Chg
                                    Commodity
                                     Revenue
                                      (000):
                                   Agri-
    $373,776   $353,937        +6   cultural   $746,783    $722,694       +3
     320,066    325,536        -2  Automotive   622,199     608,040       +2
     393,211    402,351        -2  Chemicals    787,450     787,519        -
     601,490    569,474        +6  Energy     1,162,885   1,151,687       +1
                                   Industrial
     560,851    533,240        +5   Products  1,070,405   1,006,957       +6
     514,536    514,362         -  Intermodal   981,129     969,578       +1

  $2,763,930 $2,698,900        +2  Total     $5,370,851  $5,246,475       +2

                                    Revenue
                                    Carloads:
                                   Agri-
     205,728    210,530        -2   cultural    419,949     427,262       -2
     214,232    219,103        -2  Automotive   420,894     412,290       +2
     225,618    232,820        -3  Chemicals    445,071     450,269       -1
     536,900    519,852        +3  Energy     1,057,929   1,065,082       -1
                                   Industrial
     382,539    373,201        +3   Products    722,586     697,430       +4
     752,504    770,972        -2  Intermodal 1,445,013   1,452,141        -

   2,317,521  2,326,478         -  Total      4,511,442   4,504,474        -

                                    Average
                                    Revenue
                                    per Car:
      $1,817     $1,681        +8  Agricultural  $1,778      $1,691       +5
       1,494      1,486        +1  Automotive     1,478       1,475        -
       1,743      1,728        +1  Chemicals      1,769       1,749       +1
       1,120      1,095        +2  Energy         1,099       1,081       +2
                                   Industrial
       1,466      1,429        +3   Products      1,481       1,444       +3
         684        667        +3  Intermodal       679         668       +2

      $1,193     $1,160        +3  Total         $1,190      $1,165       +2

                        RAIL AND OTHER OPERATIONS - a)
                             REVIEW OF OPERATIONS
                            Periods Ended June 30
              (Dollars in Millions, Except Operating Statistics)
                                 (Unaudited)

              Second Quarter                              Year-to-Date
      2003        2002      Pct Chg               2003        2002   Pct Chg
                                   Operating
      $2,894     $2,822        +3   Revenues     $5,630      $5,484       +3

                                  Operating
                                  Expenses:
                                   Salaries
                                    and
         952        913        +4   Benefits      1,916       1,826       +5
         298        308        -3  Rent Expense     608         623       -2
         253        286       -12  Depreciation     528         570       -7
                                   Fuel and
         323        268       +21   Utilities       675         493      +37
                                   Materials
                                    and
          99        125       -21   Supplies        202         246      -18
                                   Purchased
                                    Services
         385        339       +14   and Other       749         654      +15
       2,310      2,239        +3  Total          4,678       4,412       +6
                                   Operating
        $584       $583         -   Income         $952      $1,072      -11

                                  Operating
                                  Statistics:
                                   Revenue
                                    Carloads
       2,317      2,326         -   (Thousands)   4,511       4,504        -
                                   Revenue
                                    Ton-Miles
       132.3      129.0        +3   (Billions)    258.7       256.0       +1
                                   Gross
                                    Ton-Miles
       253.8      248.0        +2   (Billions)    495.1       488.0       +1
                                   Rev/RTM
                                    (Commodity
                                    Revenue
  2.09 cents 2.09 cents         -   Based)   2.08 cents  2.05 cents       +1
                                   Average
                                    Commodity
                                    Revenue
      $1,193     $1,160        +3   Per Car      $1,190      $1,165       +2
                                   Average
      46,859     47,774        -2   Employees    46,565      47,505       -2
                                   Average
                                   Fuel
                                   Price Per
    88 cents   72 cents       +22   Gallon     94 cents    67 cents      +40
                                   Fuel
                                    Consumed
                                    in Gallons
         332        334        -1   (MM)            651         655       -1
                                   Fuel
                                    Consumption
                                    Rate (Gal/
        1.31       1.35        -3   000 GTM)       1.31        1.34       -2
                                   Operating
        20.2       20.7  -0.5 pt.   Margin (%)     16.9        19.6 -2.7 pt.
                                   Operating
        79.8       79.3  +0.5 pt.   Ratio (%)      83.1        80.4 +2.7 pt.

  a) Excludes Overnite's operations.

                             OVERNITE CORPORATION
                             REVIEW OF OPERATIONS
                            Periods Ended June 30
              (Dollars in Millions, Except Operating Statistics)
                                 (Unaudited)

              Second Quarter                              Year-to-Date
      2003        2002      Pct Chg               2003        2002   Pct Chg
                                   Operating
      $372.0     $337.1       +10   Revenues     $713.2      $645.9      +10

                                   Operating
                                    Expenses:
                                   Salaries and
       220.9      205.3        +8   Benefits      428.8       397.5       +8
        37.8       36.3        +4  Rent Expense    73.4        66.0      +11
        14.4       14.3        +1  Depreciation    28.8        29.3       -2
                                   Fuel and
        20.5       16.4       +25   Utilities      42.7        31.5      +36
                                   Materials and
        15.1       13.3       +14   Supplies       28.5        25.5      +12
        42.3       33.3       +27  Other           77.4        67.4      +15
       351.0      318.9       +10  Total          679.6       617.2      +10

                                   Operating
       $21.0      $18.2       +15   Income        $33.6       $28.7      +17

                                   Operating
                                   Statistics:
                                   Millions of
                                    Pounds
       2,344      2,222        +5   Hauled - LTL  4,475       4,244       +5
                                   Millions of
                                    Pounds
                                    Hauled
       2,534      2,437        +4   - Combined    4,875       4,653       +5
                                   Revenue/CWT
      $14.60     $13.94        +5   - LTL        $14.62      $13.98       +5
                                   Revenue/CWT
      $14.00     $13.27        +6   - Combined   $13.94      $13.32       +5
                                   Average
      14,287     13,670        +5   Employees    13,959      13,414       +4
                                   Average Fuel
                                    Price Per
    91 cents   72 cents       +26   Gallon     96 cents    68 cents      +41
                                   Fuel
                                    Consumed
                                    in Gallons
      16,951     15,767        +8   (000s)       33,301      31,185       +7
                                   Operating
         5.6        5.4  +0.2 pt.   Margin (%)      4.7         4.4 +0.3 pt.
                                   Operating
         94.4      94.6  -0.2 pt.   Ratio (%)      95.3        95.6 -0.3 pt.

                        UNION  PACIFIC  CORPORATION
                STATEMENTS OF CONSOLIDATED FINANCIAL POSITION
                  As of June 30, 2003 and December 31, 2002
                            (Dollars in Millions)
                                 (Unaudited)

                                                June 30,        December 31,
                                                  2003              2002
  Assets:
    Cash and Temporary Investments                $499              $369
    Other Current Assets                         1,777             1,783
    Investments                                    718               699
    Properties - Net                            30,473            29,505
    Other Assets                                   470               408

      Total                                    $33,937           $32,764

  Liabilities and Shareholders' Equity:
    Current Portion of Long Term Debt             $170              $276
    Other Current Liabilities                    2,521             2,425
    Long Term Debt                               8,101             7,428
    Deferred Income Taxes                        8,842             8,478
    Other Long Term Liabilities                  2,008             2,006
    Convertible Preferred Securities a)          1,000             1,500
    Common Shareholders' Equity                 11,295            10,651

      Total                                    $33,937           $32,764

    a) During the second quarter of 2003, $500 million of the Convertible
       Preferred Securities were redeemed.

                        UNION  PACIFIC  CORPORATION
                    STATEMENTS OF CONSOLIDATED CASH FLOWS
                      For the Six Months Ended June 30
                            (Dollars in Millions)
                                 (Unaudited)

                                                   2003              2002
  Operating Activities:
    Net Income                                    $717              $526
    Cumulative Effect of Accounting Change a)     (274)                -
    Income Before Cumulative Effect of
     Accounting Change                             443               526
     Depreciation                                  556               599
     Deferred Income Taxes                         202               213
     Other                                        (114)             (234)
     Cash Provided by Operating Activities       1,087             1,104

  Investing Activities:
    Capital Investments                           (891)             (846)
    Other                                          140                56
    Cash Used in Investing Activities             (751)             (790)

  Financing Activities:
    Dividends Paid                                (117)             (100)
    Debt Repaid                                   (858)             (697)
    Financings and Other - Net                     769               751
    Cash Used in Financing Activities             (206)              (46)

  Net Change in Cash and Temporary Investments    $130              $268

   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.

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