<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>d93714ex99.txt
<DESCRIPTION>PRESS RELEASE DATED JANUARY 24, 2002
<TEXT>
<PAGE>
                                                                      EXHIBIT 99


         UNION PACIFIC INCOME UP 20 PERCENT ON STRONG OPERATING RESULTS
        UNION PACIFIC REPORTS THIRD STRAIGHT YEAR OF EARNINGS IMPROVEMENT


FOR IMMEDIATE RELEASE:

         OMAHA, NE, JANUARY 24, 2002 - UNION PACIFIC CORPORATION (NYSE: UNP)
TODAY REPORTED THAT NET INCOME FOR THE FOURTH QUARTER OF 2001 INCREASED 20
PERCENT TO $275 MILLION, OR $1.06 PER DILUTED SHARE. THIS COMPARES TO THE 2000
LEVEL OF $229 MILLION, OR $.90 PER DILUTED SHARE, EXCLUDING A $72 MILLION
AFTER-TAX WORK FORCE REDUCTION CHARGE.

         FOR THE YEAR, NET INCOME INCREASED BY SIX PERCENT TO $966 MILLION, OR
$3.77 PER DILUTED SHARE, COMPARED TO $914 MILLION, OR $3.61 PER DILUTED SHARE IN
2000, EXCLUDING THE $72 MILLION AFTER-TAX CHARGE.

         "UNION PACIFIC HAD A GREAT FOURTH QUARTER," DICK DAVIDSON, CHAIRMAN AND
CHIEF EXECUTIVE OFFICER, SAID. "THE STRENGTH OF UNION PACIFIC'S EARNINGS IS
PARTICULARLY EVIDENT WHEN YOU CONSIDER THE ECONOMIC DOWNTURN FACING THE COUNTRY.
WE'VE IMPROVED OUR PRODUCTIVITY AND EFFICIENCY TO THE POINT THAT WE'VE DRIVEN
THE RAILROAD'S OPERATING RATIO BELOW 80 PERCENT FOR TWO CONSECUTIVE QUARTERS -
AND FOR THE FIRST TIME EVER IN THE FOURTH QUARTER."

FOURTH QUARTER HIGHLIGHTS

         IN THE FOURTH QUARTER, UNION PACIFIC RAILROAD AND OTHER OPERATIONS
REPORTED A 26 PERCENT INCREASE IN OPERATING INCOME TO $554 MILLION, COMPARED TO
$438 MILLION FOR THE SAME PERIOD IN 2000, EXCLUDING THE WORK FORCE REDUCTION
CHARGE.

         o        COMMODITY REVENUE WAS UP 2 PERCENT TO $2.6 BILLION IN THE
                  FOURTH QUARTER,

         o        EMPLOYEE PRODUCTIVITY (GROSS TON-MILES/EMPLOYEE) INCREASED 10
                  PERCENT,

         o        FUEL AND UTILITIES COSTS FELL 20 PERCENT,

         o        OPERATING RATIO IMPROVED TO 79.7 PERCENT - A FOURTH QUARTER
                  RECORD.


                                     -MORE-


<PAGE>

                                       -2-

FOURTH QUARTER RAILROAD COMMODITY REVENUE HIGHLIGHTS VERSUS 2000

         o        ENERGY UP 13 PERCENT, CAPPING A RECORD YEAR,

         o        AGRICULTURAL UP 8 PERCENT,

         o        INTERMODAL UP 1 PERCENT,

         o        ECONOMICALLY SENSITIVE COMMODITIES OF INDUSTRIAL PRODUCTS,
                  CHEMICALS, AND AUTOMOTIVE DOWN 1, 4, AND 6 PERCENT,
                  RESPECTIVELY.

         "ALTHOUGH TERRORIST ATTACKS AND THE RECESSION CLOUDED 2001, UNION
PACIFIC EMPLOYEES CAME TOGETHER TO MEET THE CHALLENGE OF KEEPING OUR RAILROAD
OPERATING EFFICIENTLY," SAID DAVIDSON. "THE CREDIT FOR OUR STRONG PERFORMANCE IS
DUE TO OUR EMPLOYEES WHO SET RECORD LEVELS OF PRODUCTIVITY.

         "IN A YEAR IN WHICH WE ARE SEEING MANY COMPANIES REPORTING LOSSES, WE
ARE PROUD TO REPORT OUR THIRD CONSECUTIVE YEAR OF INCREASED EARNINGS. WE ARE
CONFIDENT THAT OUR UNPARALLELED FRANCHISE AND GROWTH STRATEGY WILL POSITION US
WELL FOR 2002."

FULL YEAR 2001 HIGHLIGHTS FOR UNION PACIFIC RAILROAD AND OTHER OPERATIONS

         o        OPERATING RATIO IMPROVED 0.3 POINTS TO 81.4 PERCENT,

         o        EMPLOYEE PRODUCTIVITY INCREASED 7 PERCENT,

         o        REVENUE INCREASED ONE PERCENT, DRIVEN LARGELY BY AN INCREASE
                  IN AVERAGE

                  REVENUE PER CAR IN EVERY COMMODITY EXCEPT ENERGY,

OVERNITE TRANSPORTATION

         OVERNITE TRANSPORTATION EARNED $11 MILLION IN OPERATING INCOME IN THE
FOURTH QUARTER OF 2001, COMPARED TO $16 MILLION IN 2000. FOR THE YEAR, OVERNITE
REPORTED OPERATING INCOME OF $54 MILLION, COMPARED TO $53 MILLION IN 2000.
OPERATING REVENUES GREW 2% IN FULL YEAR 2001 FROM $1.11 BILLION IN 2000 TO $1.13
BILLION. OPERATING RATIO WAS 95.2 PERCENT FOR FULL YEAR 2001, THE SAME AS IN
2000.


                                     -MORE-


<PAGE>

                                       -3-

         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 ALSO OWNS OVERNITE TRANSPORTATION, A
NATIONWIDE LESS-THAN-TRUCKLOAD CARRIER, AND FENIX, A GROUP OF AFFILIATED
TECHNOLOGY COMPANIES.

         SUPPLEMENTAL FINANCIAL INFORMATION IS ATTACHED.

         ADDITIONAL INFORMATION IS AVAILABLE AT OUR WEBSITE: www.up.com. CONTACT
FOR INVESTORS IS BETH WHITED AT 402-271-4227. CONTACT FOR MEDIA IS JOHN BROMLEY
402-271-3475 OR KATHRYN BLACKWELL 402-319-4288.

         This press release and related materials may contain statements about
the Corporation's future that are not statements of historical fact. These
statements are "forward-looking statements" for purposes of applicable
securities laws, and are based on current information and/or management's good
faith belief as to future events. Forward-looking statements include, without
limitation, projections and estimates of earnings, revenues, cost-savings,
expenses, or other financial items; statements of management's plans, strategies
and objectives for future operation, and management's expectations as to future
performance and operations and the time by which objectives will be achieved;
statements concerning proposed new products and services; and statements
regarding future economic or market conditions or performance.

         Forward-looking statements are subject to risks and uncertainties.
Actual performance or results could differ materially from that anticipated by
the forward-looking statement. Important factors that could cause such
differences include, but are not limited to, the Corporation's success in
implementing its financial and operational initiatives; the impact of industry
competition, conditions, performance and consolidation; legislative and/or
regulatory developments, including initiatives to re-regulate the rail business;
natural events such as severe weather, floods and earthquakes; adverse general
economic conditions, both within the United States and globally; any adverse
economic or operational repercussions from recent terrorist activities, any
government response thereto and any future terrorist activities; changes in fuel
prices; changes in labor costs; labor stoppages; and the outcome of claims and
litigation.

         Forward-looking statements speak only as of the date the statement was
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 any forward-looking statement, no inference should be drawn that the
Corporation will make additional updates with respect to that statement or any
other forward-looking statements.



<PAGE>


                            UNION PACIFIC CORPORATION

                        STATEMENTS OF CONSOLIDATED INCOME

                     For the Three Months Ended December 31

                 (Dollars in Millions, Except Per Share Amounts)

                                   (Unaudited)



<Table>
<Caption>
                                                               2001            2000          Pct Chg
                                                           ------------    -----------       -------
<S>                                                        <C>             <C>               <C>
OPERATING REVENUES                                         $      3,006    $      2,952      +     2
Operating Expenses - a)                                           2,441           2,613      -     7
                                                           ------------    -----------

OPERATING INCOME                                                    565             339      +    67
Other Income - Net                                                   26              69      -    62
Interest Expense                                                   (167)           (180)     -     7
                                                           ------------    -----------

INCOME BEFORE INCOME TAXES                                          424             228      +    86
Income Tax Expense                                                 (149)            (71)           U
                                                           ------------    -----------

NET INCOME                                                 $        275    $        157      +    75
                                                           ============    ============

BASIC EARNINGS PER SHARE                                   $       1.10    $       0.64      +    72

DILUTED EARNINGS PER SHARE                                 $       1.06    $       0.63      +    68


Average Basic Shares Outstanding (MM)                             249.3           246.5

Average Diluted Shares Outstanding (MM) - b)                      272.9           248.0
</Table>


a)   2000 includes a work force reduction charge of $115 million pre-tax ($72
     million after-tax).

b)   2000 excludes 21.8 million anti-dilutive common stock equivalents.




                                      (1)
<PAGE>

                            UNION PACIFIC CORPORATION

                        STATEMENTS OF CONSOLIDATED INCOME

                         For the Year Ended December 31

                 (Dollars in Millions, Except Per Share Amounts)

                                   (Unaudited)




<Table>
<Caption>
                                                  2001        2000         Pct Chg
                                                --------    --------       -------
<S>                                             <C>         <C>            <C>
OPERATING REVENUES                              $ 11,973    $ 11,878       +     1
Operating Expenses - a)                            9,901       9,975       -     1
                                                --------    --------

OPERATING INCOME                                   2,072       1,903       +     9
Other Income - Net                                   162         130       +    25
Interest Expense                                    (701)       (723)      -     3
                                                --------    --------

INCOME BEFORE INCOME TAXES                         1,533       1,310       +    17
Income Tax Expense                                  (567)       (468)      +    21
                                                --------    --------

NET INCOME                                      $    966    $    842       +    15
                                                ========    ========


BASIC EARNINGS PER SHARE                        $   3.90    $   3.42       +    14

DILUTED EARNINGS PER SHARE                      $   3.77    $   3.34       +    13


Average Basic Shares Outstanding (MM)              248.0       246.5

Average Diluted Shares Outstanding (MM)            271.9       269.5
</Table>


a)   2000 includes a work force reduction charge of $115 million pre-tax ($72
     million after-tax).



                                      (2)
<PAGE>


                             UNION PACIFIC RAILROAD

                                 REVENUE DETAIL

                            Periods Ended December 31

                                   (Unaudited)


<Table>
<Caption>
             Fourth Quarter                                                                       Year-to-Date
         2001             2000       Pct Chg                                                2001                2000       Pct Chg
      ----------      ------------  --------                                             -----------         -----------  ---------
<S>                   <C>           <C>          <C>                                     <C>                 <C>          <C>
                                                 COMMODITY REVENUE (000):
      $  380,465      $    353,158  +      8     Agricultural                            $ 1,451,873         $ 1,400,295  +      4
         287,777           305,339  -      6     Automotive                                1,117,629           1,182,429  -      5
         376,506           391,815  -      4     Chemicals                                 1,546,957           1,639,930  -      6
         618,366           548,659  +     13     Energy                                    2,399,606           2,153,545  +     11
         461,947           466,362  -      1     Industrial Products                       1,970,513           1,985,044  -      1
         493,240           490,710  +      1     Intermodal                                1,904,764           1,908,928         -

      ----------      ------------                                                       -----------         -----------
      $2,618,301      $  2,556,043  +      2     Total                                   $10,391,342         $10,270,171  +      1
      ==========      ============                                                       ===========         ===========


                                                 REVENUE CARLOADS:
         230,449           221,356  +      4     Agricultural                                874,930             872,830        -
         201,524           205,911  -      2     Automotive                                  762,978             815,260  -      6
         214,454           223,460  -      4     Chemicals                                   880,544             935,917  -      6
         558,482           498,152  +     12     Energy                                    2,160,599           1,930,535  +     12
         327,711           337,516  -      3     Industrial Products                       1,405,395           1,430,738  -      2
         719,200           735,219  -      2     Intermodal                                2,831,614           2,916,003  -      3

      ----------      ------------                                                       -----------         -----------
       2,251,820         2,221,614  +      1     Total                                     8,916,060           8,901,283        -
      ==========      ============                                                       ===========         ===========


                                                 AVERAGE REVENUE PER CAR:

      $    1,651      $      1,595  +      4     Agricultural                                 $1,659         $     1,604 +      3
           1,428             1,483  -      4     Automotive                                    1,465               1,450 +      1
           1,756             1,753         -     Chemicals                                     1,757               1,752        -
           1,107             1,101  +      1     Energy                                        1,111               1,116        -
           1,410             1,382  +      2     Industrial Products                           1,402               1,387 +      1
             686               667  +      3     Intermodal                                      673                 655 +      3
      ----------      ------------                                                       -----------         -----------
      $    1,163      $      1,151  +      1     Total                                   $     1,165         $     1,154 +      1
      ==========      ============                                                       ===========         ===========
</Table>


                                      (3)
<PAGE>


                         RAIL AND OTHER OPERATIONS - A)

                              REVIEW OF OPERATIONS

                            Periods Ended December 31

               (Dollars in Millions, Except Operating Statistics)

                                   (Unaudited)



<Table>
<Caption>
      Fourth Quarter                                                                           Year-to-Date
          Pro Forma                                                                              Pro Forma
   2001             2000            Pct Chg                                            2001              2000          Pct Chg
----------        ---------         -------                                           --------         ---------       -------
<S>               <C>               <C>         <C>                                   <C>              <C>             <C>
$    2,725        $   2,678         +     2     OPERATING REVENUES                    $ 10,830         $  10,765        +     1

                                                OPERATING EXPENSES
       898              877         +     2     Salaries and Benefits - b)               3,586             3,546        +     1
       293              293               -     Rent Expense                             1,214             1,184        +     3
       285              278         +     3     Depreciation                             1,126             1,092        +     3
       293              365         -    20     Fuel and Utilities                       1,249             1,278        -     2
       107              122         -    12     Materials and Supplies                     487               545        -    11
       295              305         -     3     Other                                    1,150             1,155              -
----------        ---------                                                           --------         ---------
     2,171            2,240         -     3         Total                                8,812             8,800              -
----------        ---------                                                           --------         ---------
$      554        $     438         +    26     OPERATING INCOME                      $  2,018         $   1,965        +     3
==========        =========                                                           ========         =========

                                                OPERATING STATISTICS:
     2,252            2,222         +     1     Revenue Carloads (Thousands)             8,916             8,901              -
   128,405          120,311         +     7     Revenue Ton-Miles (Millions)           503,723           485,452        +     4
   246,632          233,668         +     6     Gross Ton-Miles (Millions)             957,668           931,360        +     3
      2.04 (cent)      2.12 (cent)  -     4     Rev/RTM (Commodity Revenue Based)         2.06 (cent)       2.12 (cent) -     3
$    1,163        $   1,151         +     1     Average Commodity Revenue Per Car     $  1,165         $   1,154        +     1
    47,435           49,243         -     4     Average Employees                       48,632            50,523        -     4
        81 (cent) $    1.03         -    21     Average Fuel Price Per Gallon               88 (cent)         90 (cent) -     2
       328              325         +     1     Fuel Consumed in Gallons (MM)            1,287             1,293              -
     1.330            1.392         -     4     Fuel Consumption Rate (Gal/000 GTM)      1.344             1.388        -     3
      79.7             83.6         -   3.9 pt. Operating Ratio (%)                       81.4              81.7        -   0.3 pt.
</Table>



a)   Excludes Overnite's operations.

b)   Pro Forma 2000 excludes the impact of a work force reduction charge of $115
     million.



                                      (4)
<PAGE>



                       OVERNITE TRANSPORTATION COMPANY A)

                              REVIEW OF OPERATIONS

                            Periods Ended December 31

               (Dollars in Millions, Except Operating Statistics)

                                   (Unaudited)


<Table>
<Caption>
        Fourth Quarter                                                                      Year-to-Date
   2001              2000           Pct Chg                                             2001             2000          Pct Chg
----------        ---------         -------                                           --------         ---------       -------
<S>               <C>               <C>         <C>                                   <C>              <C>             <C>
$      271        $     274         -     1     OPERATING REVENUES                    $  1,133         $   1,113       +     2

                                                OPERATING EXPENSES
       166              156         +     6     Salaries and Benefits                      685               650       +     5
        21               24         -    13     Rent Expense                                92                97       -     5
        12               12               -     Depreciation                                47                48       -     2
        14               19         -    26     Fuel and Utilities                          66                72       -     8
        13               12         +     8     Materials and Supplies                      50                48       +     4
        34               35         -     3     Other                                      139               145       -     4
----------        ---------                                                           --------         ---------
       260              258         +     1          Total                               1,079             1,060       +     2
----------        ---------                                                           --------         ---------

$       11        $      16         -    31     OPERATING INCOME                      $     54         $      53       +     2
==========        =========                                                           ========         =========


                                                  OPERATING STATISTICS:
     1,792            1,821         -     2     Millions of Pounds Hauled - LTL          7,448             7,510       -     1
     1,905            1,946         -     2     Millions of Pounds Hauled - Combined     7,919             8,024       -     1
$    14.10        $   13.84         +     2     Revenue/CWT - LTL                     $  14.13         $   13.66       +     3
$    13.70        $   13.44         +     2     Revenue/CWT - Combined                $  13.74         $   13.25       +     4
    11,718           11,459         +     2     Average Employees                       11,595            11,260       +     3
        66 (cent)        98 (cent)  -    33     Average Fuel Price Per Gallon               82 (cent)         90 (cent)-     9
    13,858           14,185         -     2     Fuel Consumed in Gallons (000s)         57,212            57,169             -
      95.8             94.0         +   1.8 pt. Operating Ratio (%)                       95.2              95.2       +   0.0 pt.
</Table>


a)   The Corporation's trucking segment also includes the results of Motor Cargo
     Industries, beginning November 30, 2001. Motor Cargo Industries contributed
     revenues of $10.2 million, operating income of $0.4 million and increased
     the employee work force level by 1,535. Motor Cargo's results are not
     included above.




                                      (5)
<PAGE>


                            UNION PACIFIC CORPORATION

                  STATEMENTS OF CONSOLIDATED FINANCIAL POSITION

                                As of December 31

                              (Dollars in Millions)

                                   (Unaudited)


<Table>
<Caption>
                                                                        2001          2000
                                                                    ------------   ------------
<S>                                                                 <C>            <C>
ASSETS:
      Cash and Temporary Investments                                $        113   $        105
      Other Current Assets                                                 1,429          1,598
      Investments                                                            786            740
      Properties - Net                                                    28,792         28,196
      Other Assets                                                           431            278

                                                                    ------------   ------------
         Total                                                      $     31,551   $     30,917
                                                                    ============   ============

LIABILITIES AND SHAREHOLDERS' EQUITY:
      Current Portion of Long Term Debt                             $        194   $        207
      Other Current Liabilities                                            2,498          2,755
      Long Term Debt                                                       7,886          8,144
      Deferred Income Taxes                                                7,882          7,561
      Other Long Term Liabilities                                          2,016          2,088
      Convertible Preferred Shares                                         1,500          1,500
      Common Shareholders' Equity                                          9,575          8,662

                                                                    ------------   ------------
         Total                                                      $     31,551   $     30,917
                                                                    ============   ============
</Table>



                                      (6)
<PAGE>



                            UNION PACIFIC CORPORATION

                      STATEMENTS OF CONSOLIDATED CASH FLOWS

                         For the Year Ended December 31

                              (Dollars in Millions)

                                   (Unaudited)



<Table>
<Caption>
                                                               2001            2000
                                                           ------------    ------------
<S>                                                        <C>             <C>
OPERATING ACTIVITIES:

        Net Income                                         $        966    $        842
        Depreciation                                              1,174           1,140
        Deferred Income Taxes                                       424             447
        Other                                                      (572)           (376)
                                                           ------------    ------------
        Cash Provided by Operating Activities                     1,992           2,053
                                                           ------------    ------------

INVESTING ACTIVITIES:
        Capital Investments                                      (1,736)         (1,783)
        Other                                                       192             146
                                                           ------------    ------------
        Cash Used in Investing Activities                        (1,544)         (1,637)
                                                           ------------    ------------

FINANCING ACTIVITIES:
        Dividends Paid                                             (198)           (199)
        Debt Repaid                                              (1,219)           (796)
        Financings and Other - Net                                  977             509
                                                           ------------    ------------
        Cash Used in Financing Activities                          (440)           (486)
                                                           ------------    ------------

NET CHANGE IN CASH AND TEMPORARY INVESTMENTS               $          8    $        (70)
                                                           ============    ============
</Table>

</TEXT>
</DOCUMENT>
