SECURITIES AND EXCHANGES COMMISSION
Washington, D.C. 20549
FORM 11-K
-------------------------------------
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1992
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to ____________
Commission file number: 1-6075
A. Full title of the plan and the address of the plan if different from
that of the issuer named below:
USPCI, INC. SAVINGS PLAN
c/o USPCI, Inc.
One Commerce Green
515 West Greens Road, Suite 500
Houston, TX 77067
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
UNION PACIFIC CORPORATION
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
Financial Statements and Exhibits
(a) Financial Statements
See Table of Contents on Page F-1
(b) Exhibits
23 - Independent Auditors' Consent.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the plan) have duly caused this
Annual Report to be signed on its behalf by the undersigned thereunto duly
authorized.
USPCI, INC. SAVINGS PLAN
By:/s/Ursula F. Fairbairn
Ursula F. Fairbairn
As Trustee for the USPCI, Inc.
Savings Plan
Dated: February 15, 1994
<PAGE> F-1
USPCI, INC. SAVINGS PLAN
TABLE OF CONTENTS
Page
------
INDEPENDENT AUDITORS' REPORT F-2
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1992 AND 1991 AND
FOR THE YEARS THEN ENDED:
Statements of Net Assets Available for Benefits F-3
Statements of Changes in Net Assets Available for Benefits F-4
Notes to Financial Statements F-5
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1992 AND
FOR THE YEAR THEN ENDED:
Assets Held for Investment F-8
Five Percent Reportable Transactions F-9
<PAGE> F-2
INDEPENDENT AUDITORS' REPORT
To the Trustee and Participants of the
USPCI, Inc. Savings Plan
Houston, Texas
We have audited the accompanying statements of net assets available for benefits
of the USPCI, Inc. Savings Plan, successor to the Profit Sharing Plan for
Employees of USPCI Group, (the "Plan") as of December 31, 1992 and 1991, and
the related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our report dated August 4, 1993, we disclaimed opinions on the 1992 and 1991
financial statements and supplemental schedules because we did not perform any
auditing procedures with respect to investment information certified by the
trustee of the Plan. Such auditing procedures have been subsequently performed.
Accordingly, our present opinions on the 1992 and 1991 financial statements and
supplemental schedules, as expressed herein, are different from our prior
reports on the 1992 and 1991 financial statements and supplemental schedules.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 1992
and 1991, and the changes in net assets available for benefits for the years
then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit
of the basic 1992 financial statements and, in our opinion, are fairly stated
in all material respects when considered in relation to the basic 1992 financial
statements taken as a whole.
/s/DELOITTE & TOUCHE
February 7, 1994
<PAGE> F-3
<TABLE>
<CAPTION>
USPCI, INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1992 AND 1991
1992 1991
<S> <C> <C>
ASSETS:
Investments (Note 3) $ 9,812,697 $7,012,715
Contributions receivable (Note 1):
Employer 47,484
Employee 193,217 171,151
Loans 512,135 366,418
----------- ----------
Total assets 10,518,049 7,597,768
LIABILITIES - Vested benefits due to withdrawn
participants (Note 1) 39,458
----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $10,518,049 $7,558,310
=========== ==========
See notes to financial statements.
</TABLE>
<PAGE> F-4
<TABLE>
<CAPTION>
USPCI, INC. SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1992 AND 1991
1992 1991
<S> <C> <C>
ADDITIONS:
Investment income:
Interest and dividend income $ 502,824 $ 674,278
Net appreciation in fair value
of investments (Notes 2 and 3) 203,647 184,556
----------- ----------
Total 706,471 858,834
----------- ----------
Employer contribution (Note 1) 384,145 643,983
Employee contributions 2,392,656 2,232,547
Rollover contributions 262,772
Interest on loans 38,596 11,640
----------- ----------
Total additions 3,784,640 3,747,004
----------- ----------
DEDUCTIONS - Benefit payments (Note 1) 824,901 589,014
----------- ----------
INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 2,959,739 3,157,990
NET ASSETS, JANUARY 1 7,558,310 4,400,320
----------- ----------
NET ASSETS, DECEMBER 31 $10,518,049 $7,558,310
=========== ==========
See notes to financial statements.
</TABLE>
<PAGE> F-5
USPCI, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1992 AND 1991
1. PLAN DESCRIPTION
General - The USPCI, Inc. Savings Plan (the "Plan"), sponsored by
USPCI, Inc., and participating subsidiaries (the "Company"), was
established January 1, 1991. The Plan amended and restated the Profit
Sharing Plan for Employees of USPCI Group (the "Predecessor Plan"),
which was established January 1, 1987. The Plan is a defined
contribution plan. All employees of the Company, other than temporary
employees, are eligible plan participants. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974.
Contributions - Eligible participants may contribute up to 13 percent of
their salary through payroll deductions before taxes. The Company may
match up to 3 percent of an employee's salary that is contributed. The
Company's contributions to the Plan for 1992 and 1991 were $384,145
and $643,983, respectively.
Participant Accounts - A separate account is maintained for each
participant by Vanguard Fiduciary Trust Company (the "Trustee"). The
account balances for participants are adjusted on each valuation date as
follows:
. Participant accounts are reduced by any payments made from the
accounts since the preceding valuation date.
. Participant accounts are increased or reduced by the participant's
allocable share of the net amount of income, gains and losses, and
expenses of such applicable investment fund since the preceding
valuation date.
. Participant accounts are credited for any contributions made since
the preceding valuation date.
Vesting - Participants are fully vested in their plan account balances
attributable to their own contributions. Vesting in the account balance
attributable to Company contributions follows a sliding scale according
to which participants are vested in their accumulated plan benefits
33 1/3% after three years of service; 66 2/3% after four years of service;
and 100% after five years of service. Upon termination, nonvested
portions of participant account balances are forfeited. The amounts
forfeited by terminated participants reduce employer contributions.
Forfeitures applied in 1992 and 1991 were approximately $190,700 and
$95,600, respectively.
Payment of Benefits - Upon retirement at the age of 65, death or
disability (if earlier), or termination of employment (in the case of
vested benefits), the balance in the separate account will be paid to the
participant or his beneficiaries in a single-sum distribution. Benefits
payable to withdrawn participants at December 31, 1992 are $13,566
and are included in net assets available for benefits.
<PAGE> F-6
Termination - While the Company has not expressed any intent to terminate
the Plan, it is free to do so at any time. In the event of termination,
each participant automatically becomes vested to the extent of the balance
in his separate account.
Administration - The Plan is administered by a committee (the "Plan
Administrator") appointed by the Company.
Loans - Participants may borrow the lesser of (i) $50,000 or (ii) 50% of
the vested account balance. Loans bear interest at a rate determined by
the Plan Administrator and may be repaid over a period of up to five
years. No loans are made for less than $1,000. The loans are secured by
the pledge of one-half of the participant's entire account balance.
2. ACCOUNTING POLICIES
Determination of Tax Qualification - No provision for federal income taxes
has been made in the financial statements of the Plan. The Internal
Revenue Service has determined and informed the Company by letter dated
March 1, 1989 that the Predecessor Plan is qualified and the trust fund
established under this plan is tax-exempt, under the appropriate sections
of the Internal Revenue Code of 1986, as amended (the "Code"). The Plan
has been amended and restated since receiving the determination letter.
However, the Company and the Plan Administrator believe that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Code. Therefore, they believe that the Plan was
qualified and the related trust was tax-exempt as of the financial
statement dates. As a result, the Company's contributions to the trust
are not currently taxable when made, and income from any source is not
taxable when realized by the trust.
Investment Valuation - Values for securities are based on the quoted net
asset value (redemption value) of the respective investment company at
plan period end. Collective investment funds are valued at their contract
values, which approximate fair value.
3. INVESTMENTS
The following table presents the fair values of investments. Investments
that represent five percent or more of the Plan's net assets are
separately identified.
<TABLE>
<CAPTION>
December 31,
1992 1991
<S> <C> <C>
Investments at fair value as determined by
quoted net asset value:
Shares of registered investment companies:
Wellington Fund $3,037,509 $2,122,272
VMMR - Prime Portfolio 151,165 62,230
Windsor II 2,888,022 1,832,107
Common/collective trust-investment
contract trust 3,736,001 2,996,106
---------- ----------
Total investments at fair value $9,812,697 $7,012,715
========== ==========
</TABLE>
<PAGE> F-7
4. RELATED PARTY TRANSACTIONS
During the years ended December 31, 1992 and 1991, the Plan purchased and
sold shares and units of registered investment companies and common/
collective trust funds managed by the Trustee as shown below.
<TABLE>
<CAPTION>
1992 1991
------------------------- -------------------------
Sales, at Sales, at
Purchases Current Value Purchases Current Value
<S> <C> <C> <C> <C>
Wellington Fund $1,311,667 $ 446,751 $2,248,084 $236,899
VMMR-Prime Portfolio 279,662 190,727 157,829 95,599
Windsor II 1,268,547 365,957 2,088,221 299,082
Investment Contract Trust 1,516,643 776,748 3,670,253 674,144
</TABLE>
5. SUBSEQUENT EVENT
Effective January 1, 1994, the Plan was amended to include Union Pacific
Corporation's $2.50 par value Common Stock as an investment alternative.
The Company's matching contributions were also increased to equal 50% of
an employee's contributions up to 5% of compensation.
<PAGE> F-8
<TABLE>
<CAPTION>
USPCI, INC. SAVINGS PLAN
Item 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT,
DECEMBER 31, 1992
Number of
Identity of Description of Units of Current
Issuing Institution Investment Par Value Cost Value
- -------------------- -------------------- ---------- --------- ----------
<S> <C> <C> <C>
INVESTMENTS:
Wellington Fund* Shares of Registered
Investment Company 158,534 $2,898,179 $3,037,509
VMMR - Prime Portfolio* Shares of Registered
Investment Company 151,165 151,165 151,165
Windsor II* Shares of Registered
Investment Company 181,522 2,711,559 2,888,022
Investment Contract Common/Collective
Trust* Trust 3,736,001 3,736,001 3,736,001
---------- ----------
TOTAL INVESTMENTS $9,496,904 $9,812,697
========== ==========
LOANS Maturing over 1 to 4 years
with interest rates ranging
from 8% to 10.5% $ 512,135 $ 512,135
========== ==========
* Party-in-interest
</TABLE>
<PAGE> F-9
<TABLE>
<CAPTION>
USPCI, INC. SAVINGS PLAN
Item 27d - SUPPLEMENTAL SCHEDULE OF FIVE PERCENT
REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1992
Current Value
Cost of of Asset on
Identity of Description of Purchase Selling Asset Transaction
Party Involved Assets Price Price Sold Date Gain
---------------- ---------------- ---------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C>
Vanguard Fiduciary Wellington Fund:
Trust Company* Purchases (41) $1,311,667 $1,311,667
Sales (106) $446,751 $428,282 446,751 $18,469
VMMR - Prime
Portfolio:
Purchases (85) 279,662 279,662
Sales (5) 190,727 190,727 190,727
Windsor II:
Purchases (47) 1,268,547 1,268,547
Sales (101) 365,957 347,927 365,957 18,030
Investment Contract
Trust:
Purchases (113) 1,516,643 1,516,643
Sales (123) 776,748 776,748 776,748
* Party-in-interest
</TABLE>
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-52277 of Union Pacific Corporation on Form S-8 of our report dated
February 7, 1994 appearing in this Annual Report on Form 11-K of the
USPCI, INC. Savings Plan for the year ended December 31, 1992.
/s/DELOITTE & TOUCHE
New York, New York
February 15, 1994
