<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 10-K/A-1
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[X] SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[ ] SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _________ to _________
Commission file number 1-6075
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Utah 13-2626465
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Martin Tower, Eighth and Eaton Avenues 18018
Bethlehem, Pennsylvania (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (610) 861-3200
___________________________________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock (Par Value $2.50 per share) New York Stock Exchange, Inc.
4 3/4% Convertible Debentures Due 1999 New York Stock Exchange, Inc.
___________________________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ X ].
___________________________________
As of March 3, 1994, the aggregate market value of the registrant's
Common Stock held by non-affiliates (using the New York Stock Exchange
closing price) was approximately $12,213,500,846.
The number of shares outstanding of the registrant's Common Stock as of
March 3, 1994 was 205,086,336.
Portions of the following documents are incorporated by reference into
this Report: (1) registrant's Annual Report to Stockholders for the year ended
December 31, 1993 (Parts I and II); and (2) registrant's definitive Proxy
Statement for the annual meeting of stockholders to be held on May 11, 1994
(Part III).
<PAGE> 2
The undersigned Registrant hereby amends its Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 to include the following exhibits:
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) (3) Exhibits
Exhibit Number Exhibit
- - - -------------- -------
(23) Independent Auditors' Consents
(99)(a) Financial Statements for the Fiscal Year ended
December 31, 1993 required by Form 11-K for the Union
Pacific Corporation Thrift Plan.
(99)(b) Financial Statements for the Fiscal Year ended December
31, 1993 required by Form 11-K for the USPCI, Inc.
Savings Plan.
(99)(c) Financial Statements for the Fiscal Year ended December
31, 1993 required by Form 11-K for the Union Pacific
Fruit Express Company Agreement Employee 401(k)
Retirement Thrift Plan.
(99)(d) Financial Statements for the Fiscal Year ended December
31, 1993 required by Form 11-K for the Skyway
Retirement Savings Plan.
(99)(e) Financial Statements for the Fiscal Year ended December
31, 1993 required by Form 11-K for the Union Pacific
Agreement Employee 401(k) Retirement Thrift Plan.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, on this 28th day of June
1994.
UNION PACIFIC CORPORATION
By/s/ L. White Matthews, III
------------------------------------------
(L. White Matthews, III,
Executive Vice President - Finance and
Principal Financial Officer)
<PAGE> 4
EXHIBIT INDEX
-------------
Exhibit Number Exhibit
- - - -------------- -------
(23) Independent Auditors' Consents
(99)(a) Financial Statements for the Fiscal Year ended December 31,
1993 required by Form 11-K for the Union Pacific Corporation
Thrift Plan.
(99)(b) Financial Statements for the Fiscal Year ended December 31,
1993 required by Form 11-K for the USPCI, Inc. Savings Plan.
(99)(c) Financial Statements for the Fiscal Year ended December 31,
1993 required by Form 11-K for the Union Pacific Fruit
Express Company Agreement Employee 401(k) Retirement Thrift
Plan.
(99)(d) Financial Statements for the Fiscal Year ended December 31,
1993 required by Form 11-K for the Skyway Retirement Savings
Plan.
(99)(e) Financial Statements for the Fiscal Year ended December 31,
1993 required by Form 11-K for the Union Pacific Agreement
Employee 401(k) Retirement Thrift Plan.
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to Registration Statement No. 33-12513 and in Registration Statement
No. 33-49849 of Union Pacific Corporation on Forms S-8 of our report dated
June 16, 1994 appearing in Exhibit 99(a) of Amendment No. 1 to the Annual
Report on Form 10-K of Union Pacific Corporation for the fiscal year ended
December 31, 1993.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
New York, New York
June 28, 1994
<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 May 13, 1994
appearing in Exhibit 99(b) of Amendment No. 1 to the Annual Report on Form 10-K
of Union Pacific Corporation for the fiscal year ended December 31, 1993.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
Houston, Texas
June 28, 1994
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 33-
49785 of Union Pacific Corporation on Form S-8 of our report dated May 9, 1994
appearing in Exhibit 99(c) of Amendment No. 1 to the Annual Report on Form 10-K
of Union Pacific Corporation for the fiscal year ended December 31, 1993.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
Omaha, Nebraska
June 28, 1994
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 33-
51735 of Union Pacific Corporation on Form S-8 of our report dated May 23, 1994
appearing in Exhibit 99(d) of Amendment No. 1 to the Annual Report on Form 10-K
of Union Pacific Corporation for the year ended December 31, 1993.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
San Jose, California
June 27, 1994
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 33-
53968 of Union Pacific Corporation on Form S-8 of our report dated May 9, 1994
appearing in Exhibit 99(e) of Amendment No. 1 to the Annual Report on Form 10-K
of Union Pacific Corporation for the fiscal year ended December 31, 1993.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
Omaha, Nebraska
June 27, 1994
EXHIBIT 99(a)
FINANCIAL STATEMENTS OF THE
UNION PACIFIC CORPORATION THRIFT PLAN
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
<PAGE> F-1
UNION PACIFIC CORPORATION THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS
Page
---------
Independent Auditors' Report . . . . . . . . . . . . . . . . F-2
Financial Statements:
Statement of Net Assets Available for Benefits,
with Fund Information as of December 31, 1993. F-3 - F-4
Statement of Net Assets Available for Benefits,
with Fund Information as of December 31, 1992. F-5 - F-6
Statement of Changes in Net Assets Available for
Benefits, with Fund Information for the year
ended December 31, 1993 . . . . . . . . . . . F-7 - F-8
Statement of Changes in Net Assets Available for
Benefits, with Fund Information for the year
ended December 31, 1992 . . . . . . . . . . . F-9 - F-10
Notes to Financial Statements . . . . . . . . . . . F-11
Supplemental schedules required by the Employee
Retirement Income Security Act of 1974 are disclosed
separately in Master Trust reports filed with the
Department of Labor
<PAGE> F-2
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Trustees and Participants of
the Union Pacific Corporation Thrift Plan:
We have audited the accompanying statements of net assets available for
benefits of the Union Pacific Corporation Thrift Plan (the "Plan") as of
December 31, 1993 and 1992, 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 opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1993 and 1992, 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 Fund Information in the statement
of net assets available for benefits and the statement of changes in net
assets available for benefits is presented for the purpose of additional
analysis and is not a required part of the basic financial statements. The
Fund Information has not been subjected to a separate audit and we express no
separate opinion on such information. This information is the
responsibility of the Plan's management. However, the information by fund
has been subjected to the auditing procedures applied in our audit of the
basic financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the basic financial
statements taken as a whole.
/s/DELOITTE & TOUCHE
New York, New York
June 16, 1994
<PAGE> F-3
<TABLE>
<CAPTION>
Page 1 of 2
UNION PACIFIC CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1993
FUND INFORMATION
------------------------------------------------------
Company
Total Company Equity Fixed Stock
Plan Stock Index Income (PAYSOP)
----- ------- ------ ------ --------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at Fair Value
(Note 3)......................... $299,905,154 $107,421,068 $51,378,881 $89,408,145 $8,016,614
Accounts Receivable:
Accrued Interest and Dividends... 718,119 667,851 -- -- 50,268
Due from (to) Other Funds........ -- -- -- -- --
Contributions Receivable:
Participants..................... -- -- -- -- --
Company.......................... -- -- -- -- --
------------ ------------ ----------- ----------- ----------
Total Assets.................. 300,623,273 108,088,919 51,378,881 89,408,145 8,066,882
------------ ------------ ----------- ----------- ----------
LIABILITIES:
Forfeitures to be Applied
(Note 1)......................... -- -- -- -- --
------------ ------------ ----------- ----------- ----------
Total Liabilities............. -- -- -- -- --
------------ ------------ ----------- ----------- ----------
Net Assets Available
for Benefits..................... $300,623,273 $108,088,919 $51,378,881 $89,408,145 $8,066,882
============ ============ =========== =========== ==========
The accompanying notes to financial statements are an integral part of these statements.
</TABLE>
<PAGE> F-4
<TABLE>
<CAPTION>
Page 2 of 2
UNION PACIFIC CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1993
FUND INFORMATION
--------------------------------------------------------------------
Loan U.S. International Bond
Fund Wellington Growth Growth Index
---- ---------- ------ ------------- -----
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at Fair Value
(Note 3)......................... $14,839,589 $11,232,599 $3,339,795 $11,785,693 $2,482,770
Accounts Receivable:
Accrued Interest and Dividends... -- -- -- -- --
Due from (to) Other Funds........ -- -- -- -- --
Contributions Receivable:
Participants..................... -- -- -- -- --
Company.......................... -- -- -- -- --
----------- ----------- ---------- ----------- ----------
Total Assets.................. 14,839,589 11,232,599 3,339,795 11,785,693 2,482,770
----------- ----------- ---------- ----------- ----------
LIABILITIES:
Forfeitures to be Applied
(Note 1)......................... -- -- -- -- --
----------- ----------- ---------- ----------- ----------
Total Liabilities............. -- -- -- -- --
----------- ----------- ---------- ----------- ----------
Net Assets Available
for Benefits..................... $14,839,589 $11,232,599 $3,339,795 $11,785,693 $2,482,770
=========== =========== ========== =========== ==========
The accompanying notes to financial statements are an integral part of these statements.
</TABLE>
<PAGE> F-5
<TABLE>
<CAPTION>
Page 1 of 2
UNION PACIFIC CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1992
FUND INFORMATION
-----------------------------------------------------
Company
Total Company Equity Fixed Stock
Plan Stock Index Income (PAYSOP)
----- ------- ------ ------ --------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at Fair Value
(Note 3)......................... $261,005,736 $ 99,624,182 $48,726,129 $83,552,988 $7,589,192
Accounts Receivable:
Accrued Interest and Dividends... 750,888 627,206 -- -- 47,674
Due from (to) Other Funds........ -- 194,627 107,358 147,505 --
Contributions Receivable:
Participants..................... 60,230 19,004 13,924 17,177 --
Company.......................... 32,351 8,564 10,639 8,111 --
------------ ------------ ----------- ----------- ----------
Total Assets.................. 261,849,205 100,473,583 48,858,050 83,725,781 7,636,866
------------ ------------ ----------- ----------- ----------
LIABILITIES:
Forfeitures to be Applied
(Note 1)......................... 14,271 -- -- 14,271 --
------------ ------------ ----------- ----------- ----------
Total Liabilities............. 14,271 -- -- 14,271 --
------------ ------------ ----------- ----------- ----------
Net Assets Available
for Benefits..................... $261,834,934 $100,473,583 $48,858,050 $83,711,510 $7,636,866
============ ============ =========== =========== ==========
The accompanying notes to financial statements are an integral part of these statements.
</TABLE>
<PAGE> F-6
<TABLE>
<CAPTION>
Page 2 of 2
UNION PACIFIC CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1992
FUND INFORMATION
-------------------------------------------------------------------
Loan U.S. International Bond
Fund Wellington Growth Growth Index
---- ---------- ------ ------------- -----
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at Fair Value
(Note 3)......................... $14,191,099 $ 3,172,943 $1,931,427 $ 738,649 $1,479,127
Accounts Receivable:
Accrued Interest and Dividends... 76,008 -- -- -- --
Due from (to) Other Funds........ (467,200) 8,824 4,934 1,288 2,664
Contributions Receivable:
Participants..................... -- 3,743 3,848 445 2,089
Company.......................... -- 1,208 1,767 206 1,856
----------- ----------- ---------- ----------- ----------
Total Assets.................. 13,799,907 3,186,718 1,941,976 740,588 1,485,736
----------- ----------- ---------- ----------- ----------
LIABILITIES:
Forfeitures to be Applied
(Note 1)......................... -- -- -- -- --
----------- ----------- ---------- ----------- ----------
Total Liabilities............. -- -- -- -- --
----------- ----------- ---------- ----------- ----------
Net Assets Available
for Benefits..................... $13,799,907 $3,186,718 $1,941,976 $ 740,588 $1,485,736
=========== =========== ========== =========== ==========
The accompanying notes to financial statements are an integral part of these statements.
</TABLE>
<PAGE> F-7
<TABLE>
<CAPTION>
Page 1 of 2
UNION PACIFIC CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1993
FUND INFORMATION
-----------------------------------------------------
Company
Total Company Equity Fixed Stock
Plan Stock Index Income (PAYSOP)
----- ------- ------ ------ --------
<S> <C> <C> <C> <C> <C>
Investment Income:
Dividend Income:
Union Pacific Corporation
Common Stock.................. $ 2,750,403 $ 2,557,875 $ -- $ -- $ 192,528
Other.......................... 2,175,536 -- 1,464,712 -- --
Interest Income.................. 7,712,604 29,356 -- 6,530,304 2,964
------------ ------------ ----------- ----------- ----------
12,638,543 2,587,231 1,464,712 6,530,304 195,492
Net Appreciation (Depreciation)
in Fair Value of Investments
(Note 3)......................... 14,136,960 7,944,187 3,436,532 173,577 528,567
Net Transfers Among Funds.......... -- (6,530,041) (6,196,004) (3,875,336) --
Contributions by:
Participants..................... 16,652,997 5,557,937 4,212,638 5,001,785 --
Company (Net of Forfeitures-
Note 1)........................ 6,164,034 2,210,589 1,518,354 1,815,602 --
Distributions to Participants...... (11,032,945) (4,153,904) (1,999,230) (4,091,505) (298,720)
Net Transfer of Assets from (to)
the Union Pacific Resources
Thrift Plan...................... 228,750 (663) 83,829 142,208 4,677
------------ ------------ ----------- ----------- ----------
Net Increase....................... 38,788,339 7,615,336 2,520,831 5,696,635 430,016
Net Assets Available for Benefits
at Beginning of Year............. 261,834,934 100,473,583 48,858,050 83,711,510 7,636,866
------------ ------------ ----------- ----------- ----------
Net Assets Available for Benefits
at End of Year................... $300,623,273 $108,088,919 $51,378,881 $89,408,145 $8,066,882
============ ============ =========== =========== ==========
The accompanying notes to financial statements are an integral part of these statements.
</TABLE>
<PAGE> F-8
<TABLE>
<CAPTION>
Page 2 of 2
UNION PACIFIC CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1993
FUND INFORMATION
-------------------------------------------------------------------
Loan U.S. International Bond
Fund Wellington Growth Growth Index
---- ---------- ------ ------------- -----
<S> <C> <C> <C> <C> <C>
Investment Income:
Dividend Income:
Union Pacific Corporation
Common Stock.................. $ -- $ -- $ -- $ -- $ --
Other.......................... -- 571,221 45,906 93,697 --
Interest Income.................. 984,452 -- -- -- 165,528
----------- ----------- ---------- ----------- ----------
984,452 571,221 45,906 93,697 165,528
Net Appreciation (Depreciation)
in Fair Value of Investments
(Note 3)......................... -- 289,564 (53,324) 1,799,615 18,242
Net Transfers Among Funds.......... 326,717 6,297,673 857,138 8,574,277 545,576
Contributions by:
Participants..................... -- 781,232 459,582 441,433 198,390
Company (Net of Forfeitures-
Note 1)........................ -- 255,561 148,806 145,158 69,964
Distributions to Participants...... (271,487) (149,370) (59,654) (9,075) --
Net Transfer of Assets from (to)
the Union Pacific Resources
Thrift Plan...................... -- -- (635) -- (666)
----------- ----------- ---------- ----------- ----------
Net Increase....................... 1,039,682 8,045,881 1,397,819 11,045,105 997,034
Net Assets Available for Benefits
at Beginning of Year............. 13,799,907 3,186,718 1,941,976 740,588 1,485,736
----------- ----------- ---------- ----------- ----------
Net Assets Available for Benefits
at End of Year................... $14,839,589 $11,232,599 $3,339,795 $11,785,693 $2,482,770
=========== =========== ========== =========== ==========
The accompanying notes to financial statements are an integral part of these statements.
</TABLE>
<PAGE> F-9
<TABLE>
<CAPTION>
Page 1 of 2
UNION PACIFIC CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1992
FUND INFORMATION
-----------------------------------------------------
Company
Total Company Equity Fixed Stock
Plan Stock Index Income (PAYSOP)
----- ------- ------ ------ --------
<S> <C> <C> <C> <C> <C>
Investment Income:
Dividend Income:
Union Pacific Corporation
Common Stock.................. $ 2,609,112 $ 2,426,839 $ -- $ -- $ 182,273
Other.......................... 1,377,990 -- 1,244,794 -- --
Interest Income.................. 6,155,725 28,924 -- 5,189,561 2,172
------------ ------------ ----------- ----------- ----------
10,142,827 2,455,763 1,244,794 5,189,561 184,445
Net Appreciation (Depreciation)
in Fair Value of Investments
(Note 3)......................... 16,360,163 11,695,795 2,255,489 1,440,708 968,746
Net Transfers Among Funds.......... -- (7,719,334) (2,479,719) (636,368) --
Contributions by:
Participants..................... 15,754,335 5,380,606 4,490,259 5,462,084 --
Company (Net of Forfeitures-
Note 1)........................ 5,949,479 2,179,330 1,626,502 2,031,054 --
Distributions to Participants...... (8,947,191) (2,707,564) (1,558,168) (4,153,323) (191,877)
Net Transfer of Assets from (to)
the Union Pacific Resources
Thrift Plan...................... 160,077 52,772 48,547 47,532 3,831
------------ ------------ ----------- ----------- ----------
Net Increase....................... 39,419,690 11,337,368 5,627,704 9,381,248 965,145
Net Assets Available for Benefits
at Beginning of Year............. 222,415,244 89,136,215 43,230,346 74,330,262 6,671,721
------------ ------------ ----------- ----------- ----------
Net Assets Available for Benefits
at End of Year................... $261,834,934 $100,473,583 $48,858,050 $83,711,510 $7,636,866
============ ============ =========== =========== ==========
The accompanying notes to financial statements are an integral part of these statements.
</TABLE>
<PAGE> F-10
<TABLE>
<CAPTION>
Page 2 of 2
UNION PACIFIC CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1992
FUND INFORMATION
--------------------------------------------------------------------
Loan U.S. International Bond
Fund Wellington Growth Growth Index
---- ---------- ------ ------------- -----
<S> <C> <C> <C> <C> <C>
Investment Income:
Dividend Income:
Union Pacific Corporation
Common Stock.................. $ -- $ -- $ -- $ -- $ --
Other.......................... -- 88,333 30,349 14,514 --
Interest Income.................. 893,427 -- -- -- 41,641
----------- ----------- ---------- ----------- ----------
893,427 88,333 30,349 14,514 41,641
Net Appreciation (Depreciation)
in Fair Value of Investments
(Note 3)......................... -- 16,614 49,737 (50,330) (16,596)
Net Transfers Among Funds.......... 4,188,402 2,898,616 1,725,243 734,731 1,288,429
Contributions by:
Participants..................... -- 135,739 102,359 31,242 152,046
Company (Net of Forfeitures-
Note 1)........................ -- 47,416 34,530 10,431 20,216
Distributions to Participants...... (336,017) -- (242) -- --
Net Transfer of Assets from (to)
the Union Pacific Resources
Thrift Plan...................... 7,395 -- -- -- --
----------- ----------- ---------- ----------- ----------
Net Increase....................... 4,753,207 3,186,718 1,941,976 740,588 1,485,736
Net Assets Available for Benefits
at Beginning of Year............. 9,046,700 -- -- -- --
----------- ----------- ---------- ----------- ----------
Net Assets Available for Benefits
at End of Year................... $13,799,907 $ 3,186,718 $1,941,976 $ 740,588 $1,485,736
=========== =========== ========== =========== ==========
The accompanying notes to financial statements are an integral part of these statements.
</TABLE>
<PAGE> F-11
UNION PACIFIC CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
-------------------
The following description of the Union Pacific Corporation Thrift Plan (the
"Plan") provides only general information. Participants should refer to the
Plan document for a more complete description of the Plan's provisions.
General - The Plan was adopted in October 1973 by the Board of Directors of
Union Pacific Corporation (the "Company") and approved by its stockholders in
May 1974. Under the terms of the Plan, non-agreement employees generally
become eligible to participate in the Plan after completing twelve months
continuous service and working at least 1,000 hours. Effective July 1, 1992,
the Plan added the following four investment options: the Vanguard/Wellington
Fund ("Wellington"), Vanguard U.S. Growth Portfolio ("U.S. Growth"), Vanguard
International Growth Portfolio (International Growth"), and the Total Bond
Market ("Bond Index").
Contributions - The Company contributes to the Plan on behalf of each
participant an amount equal to 50% of the participant's contribution with such
Company contribution limited to 3% of the participant's base salary. The Plan
meets the requirements of section 401(k) of the Internal Revenue Code, which
(i) permits certain employee contributions to be withheld on a "salary
deferral" basis, so that amounts deducted will not be included in the
employee's income for Federal income tax purposes, (ii) allows employees to
contribute up to 16% of their salary to the Plan, (iii) provides for payroll
based employee stock ownership plan contributions ("PAYSOP"), and (iv) make
various other changes intended to give participants greater control and
flexibility with respect to Plan investments.
Loans to Participants - In June 1985, the loan provisions of the Plan were
approved by the Internal Revenue Service and became effective. The amount of
a loan is limited to one-half of the vested value of a participant's accounts,
excluding PAYSOP and subject to a minimum and maximum loan amount as well as
limitations based on salary level. As the loan is repaid, all principal and
interest payments will be credited to the participant's accounts, excluding
PAYSOP, in the same proportions as the contributions then being made on behalf
of the participant. If no contributions are then being made, the loan
repayments will be invested in accordance with the participant's most recent
investment election, unless he or she directs otherwise to the extent
permitted by the Plan. Participants' loans, which are secured by the
participants' individual account balances, bear a fixed rate of interest set
by the Plan Administrator based on interest rates then being charged on
similar loans, and are repayable over periods not exceeding five years, except
loans relating to a principal residence, in which case the term of the loan
shall not exceed fifteen years. The loans bear interest ranging from 5.5%
to 10.5%. The number of loans outstanding at December 31, 1993 and 1992 was
1,824 and 1,746, respectively.
<PAGE> F-12
UNION PACIFIC CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS -- (Continued)
Participant Accounts - Aggregate monthly employee and Company contributions,
may be invested entirely in the Company Stock Fund (Company Stock), Equity
Index Fund (Equity Index), Fixed Income Fund (Fixed Income), Wellington, U.S.
Growth, International Growth, or the Bond Index or any combination thereof,
in multiples of 5% in accordance with separate elections by each employee.
At December 31, 1993 and 1992, 5,319 and 5,298 members of the Plan held
interests in 4,816 and 4,804 Company Stock accounts, 2,727 and 2,798 Equity
Index accounts, 3,107 and 3,226 Fixed Income accounts 732 and 255 Wellington
accounts, 345 and 211 U.S. Growth accounts, 659 and 115 International Growth
accounts, and 321 and 153 Bond Index accounts, respectively. In addition,
3,526 and 3,737 members held interests in PAYSOP accounts at December 31, 1993
and 1992, respectively.
Participants' Plan accounts are maintained on a unit basis. Under this
method, an employee's account value is expressed in units of participation,
representing an undivided interest in the underlying assets and income of the
Fund. The purchase or redemption price of the units is determined daily by
the Trustee, based on the current market values, or contract value in the case
of Guaranteed Investment Contracts (GIC), of the underlying assets of the
Fund. The number of units at December 31, 1993 and 1992, and the unit values
at the end of each quarter within the year then ended were as follows:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
COMPANY STOCK
Number of Units...................... 8,016,498 7,950,853
Unit Value -December 31.............. $ 13.40 $ 12.53
-September 30............. 13.37 11.66
-June 30.................. 13.05 10.75
-March 31................. 12.97 10.10
EQUITY INDEX
Number of Units...................... 4,221,765 4,285,500
Unit Value -December 31.............. $ 12.17 $ 11.37
-September 30............. 12.02 10.97
-June 30.................. 11.78 10.70
-March 31................ 11.79 10.57
FIXED INCOME
Number of Units...................... 8,506,960 7,965,013
Unit Value -December 31.............. $ 10.51 $ 10.49
-September 30............. 10.55 10.58
-June 30.................. 10.54 10.50
-March 31................. 10.55 10.43
PAYSOP
Number of Units...................... 598,255 605,682
Unit Value -December 31.............. $ 13.40 $ 12.53
-September 30............. 13.37 11.66
-June 30.................. 13.05 10.75
-March 31................. 12.97 10.10
</TABLE>
<PAGE> F-13
<TABLE>
<CAPTION>
UNION PACIFIC CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS -- (Continued)
1993 1992
---- ----
<S> <C> <C>
WELLINGTON
Number of Units...................... 550,618 165,602
Unit Value -December 31.............. $ 20.40 $ 19.16
-September 30............. 20.69 19.16
-June 30.................. 20.31 --
-March 31................. 19.95 --
U.S. GROWTH
Number of Units...................... 223,697 125,744
Unit Value -December 31.............. $ 14.93 $ 15.36
-September 30............. 14.65 14.93
-June 30.................. 14.56 --
-March 31................. 14.90 --
INTERNATIONAL GROWTH
Number of Units...................... 872,368 78,496
Unit Value -December 31.............. $ 13.51 $ 9.41
-September 30............. 12.11 9.93
-June 30.................. 10.88 --
-March 31................. 10.14 --
BOND INDEX
Number of Units...................... 246,796 149,709
Unit Value -December 31.............. $ 10.06 $ 9.88
-September 30............. 10.34 10.11
-June 30.................. 10.22 --
-March 31................. 10.11 --
</TABLE>
Vesting - Vesting is based exclusively upon years of service. Participants
at all times have a 100% vested interest in their voluntary contributions plus
actual earnings thereon and their PAYSOP account. A participant's vested
interest in the portion of his/her account derived from Company contributions
increases 25% every year, after two years of credited service, to 100% vested
after five years of credited service. A participant's interest in the
Company's contributions will also become 100% vested if while employed by the
Company, the participant reaches age 65, dies, or sustains a total and
permanent disability.
Payment of Benefits - A participant may elect to receive a final distribution
under the Plan as either a cash lump sum distribution, or in monthly
installments over a specified period of time not to exceed the lesser of ten
calendar years or the life expectancy of the participant or the joint life
expectancy of the participant and his/her beneficiary as prescribed in the
Treasury Regulations. Final distributions of PAYSOP accounts must be lump sum
distributions. For benefit payments equal to or less than $3,500, the Plan
Administrator may direct the Trustee to make a lump sum payment to the
participant or beneficiary. A participant has the option to receive the value
of his/her PAYSOP account and the portion of his/her account invested in the
Company Stock Fund in cash or in shares of such Company stock; in-kind
distributions will be lump sum and any fractional shares will be distributed
in cash.
A withdrawal may be made by a participant from his/her account in accordance
with the Plan's provisions.
<PAGE> F-14
UNION PACIFIC CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS -- (Continued)
Forfeitures - When certain terminations of participation in the Plan occur,
the nonvested portion of a participant's account, as defined by the Plan,
represents a potential forfeiture. Such potential forfeitures reduce
subsequent Company contributions to the Plan. However, if upon reemployment
the former participant fulfills certain requirements as defined in the Plan,
the previously forfeited nonvested portion of the participant's account may
be restored through Company contributions.
Amounts summarized below represent Company contributions forfeited for the
years ended December 31, 1993 and 1992:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Company contributions forfeited................... $20,074 $28,492
Applied against current year contributions........ 20,074 14,221
------- -------
Applied to reduce subsequent year contributions... $ -- $14,271
======= =======
</TABLE>
Administrative Expenses - All costs of Plan administration are borne by the
Company.
2. Significant Accounting Policies - The accounts of the Plan have been
prepared in accordance with generally accepted accounting principles. The
financial statements were prepared in accordance with the financial reporting
requirements of the Employee Retirement Income Security Act of 1974 as
permitted by the Securities and Exchange Commission's amendments to Form 11-K
adopted during 1990.
Investments are valued utilizing closing prices except for the investment in
the GICs, which is valued at cost plus reinvested interest. Dividend income
is recorded as of the ex-dividend date. Security transactions are recorded
as of the trade date.
3. Investments - At December 31, 1993 and 1992 Plan investments were
maintained in commingled funds of the Plan Trustees along with investments of
another Company-administered Thrift Plan, within Master Trusts. Assets,
liabilities, investment income, and security gains and losses are allocated
monthly to the Plan based on its equity in the investments of the Master
Trusts. At December 31, 1993 and 1992, the Plan held percentage interests in
the Master Trusts of 83.5 and 83.8 in Company Stock (including PAYSOP), 66.0
and 67.4 in Equity Index, 64.1 and 63.8 in Fixed Income, 77.6 and 77.4 in the
Loan Fund, 80.8 and 76.0 in Wellington, 77.7 and 61.2 in U.S. Growth, 77.6 and
71.3 in International Growth, and 72.4 and 75.1 in Bond Index.
The Plan provides for separate funds for the investment of contributions.
Participants may designate into which fund or funds their contributions and
the Company matching contributions are to be directed within specific limits.
At December 31, 1993 and 1992, Company Stock and PAYSOP are invested primarily
in Union Pacific Common Stock. Equity Index is invested in the Vanguard Index
Trust 500 Portfolio Fund at December 31, 1993 and 1992, which is designed to
closely track the investment performance of the Standard and Poor's 500
Composite Stock Index. At December 31, 1993 and 1992, Fixed Income is
comprised of investments in GICs with Aetna Life Insurance Company, John
Hancock Mutual Life Insurance Company, and Metropolitan Life Insurance
Company, which add interest at rates from 8.90% to 9.65%. These GICs are
generally not longer than five years, the principal and interest of which are
unconditionally guaranteed by the respective insurance companies. At December
31, 1993 and 1992, Fixed Income is also comprised of the Vanguard Fixed Income
Securities Fund Short-Term Corporate Portfolio which is composed of Class
A corporate bonds. As the GICs expire, the proceeds will be reinvested by
Vanguard in new GICs, Bank Investment Contracts, or the Vanguard Fixed Income
<PAGE> F-15
UNION PACIFIC CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS -- (Continued)
Securities Fund Short-Term Corporate Portfolio. Wellington is invested in the
Vanguard/Wellington Fund at December 31, 1993, which is composed of common
stocks and fixed-income securities. At December 31, 1993, U.S. Growth is
invested in Vanguard U.S. Growth Portfolio which is composed of established
U.S. growth stocks. International Growth is invested in the Vanguard
International Growth Portfolio at December 31, 1993, which is composed of
foreign common stocks with high growth potential. At December 31, 1993, Bond
Index is invested in the Vanguard Bond Index Fund which is designed to closely
track the investment performance of the Salomon Brothers Broad Investment-
Grade Bond Index.
4. Plan Amendments - Effective April 1, 1993, the Plan was amended to
provide that the account of a participant who cannot be located is forfeited
and used to reduce Company match contributions to the Plan, pending
reinstatement upon location. The Plan was amended and restated to reflect
changes in the law, including those resulting from the Tax Reform Act of 1986.
These amendments were approved by the Named Fiduciary - Plan Investments
pursuant to a delegation of authority from the Company's Board of Directors.
Effective July 1, 1992, the Plan was amended to allow four additional
investment options. This amendment was approved by the Named Fiduciary - Plan
Investments pursuant to a delegation of authority from the Company's Board of
Directors. Effective July 30, 1992, the Plan was amended to allow the Named -
Plan Administration to add wholly-owned subsidiaries of the Company to the
Plan. This amendment was approved by the Company's Board of Directors.
5. Federal Income Taxes - The Company has received a letter of determination
from the Internal Revenue Service that the Plan as amended, effective August
28, 1985, was qualified under section 401(a) of the Internal Revenue Code.
The Plan Administrator and the Plan's tax counsel believe that the Plan as
further amended is currently designed and being operated in compliance with
section 401(a) of the Internal Revenue Code of 1986, as amended. The Company
intends to submit the Plan to the Internal Revenue Service for a formal
determination on the amended Plan as described above.
Inasmuch as it is the opinion of Management that the Plan is qualified,
employees participating in the Plan are not taxed on Company contributions
made on their behalf, on employee contributions made on a pre-tax basis, on
earnings on such Company contributions or pre-tax employee contributions, or
on earnings on after-tax employee contributions, until any such amounts are
distributed. In addition, no previous provision for Federal income taxes has
made in the financial statements.
6. Plan Termination - Although the Plan is intended to be continued by the
Company, the Company reserves the right to amend or terminate the Plan. In
the event of a Plan termination or partial termination, or the Company
permanently ceases to make contributions, all invested amounts shall
immediately vest and be nonforfeitable. All funds shall continue to be held
for distribution as provided in the Plan.
EXHIBIT 99(b)
FINANCIAL STATEMENTS OF THE
USPCI, INC. SAVINGS PLAN
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
<PAGE> F-1
USPCI, INC. SAVINGS PLAN
TABLE OF CONTENTS
Page
----
INDEPENDENT AUDITORS' REPORT F-2
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1993 AND 1992 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 - F-7
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1993 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 (the "Plan") as of December 31, 1993
and 1992, 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 opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1993 and 1992, 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 1993 financial statements and, in our
opinion, are fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
/s/DELOITTE & TOUCHE
Houston, Texas
May 13, 1994
<PAGE> F-3
<TABLE>
<CAPTION>
USPCI, INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1993 AND 1992
1993 1992
----------- -----------
<S> <C> <C>
ASSETS:
Investments $12,686,279 $ 9,812,697
Loans 725,485 512,135
Contributions receivable:
Employer 46,999
Employee 182,962 193,217
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $13,641,725 $10,518,049
=========== ===========
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, 1993 AND 1992
1993 1992
----------- -----------
<S> <C> <C>
ADDITIONS:
Investment income:
Interest and dividend income $ 714,341 $ 502,824
Net appreciation in fair value
of investments 418,433 203,647
----------- -----------
Total 1,132,774 706,471
----------- ----------
Employer contribution 398,970 384,145
Employee contributions 2,522,022 2,392,656
Rollover contributions 176,584 262,772
Interest on loans 47,750 38,596
----------- -----------
Total additions 4,278,100 3,784,640
----------- -----------
DEDUCTIONS - Benefit payments 1,154,424 824,901
----------- -----------
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 3,123,676 2,959,739
NET ASSETS AVAILABLE FOR BENEFITS, JANUARY 1 10,518,049 7,558,310
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31 $13,641,725 $10,518,049
=========== ===========
See notes to financial statements.
</TABLE>
<PAGE> F-5
USPCI, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
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
to participate in the Plan. 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 1993 and 1992 were $398,970 and
$384,145, 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 1993 and 1992 were approximately $293,913 and
$190,700, 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, 1993 and 1992 were
$52,959 and $13,566, respectively, and are included in net assets
available for benefits.
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 or her separate account.
Administration - The Plan is administered by a committee (the "Plan
Administrator") appointed by the Company.
<PAGE> F-6
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
-----------
<TABLE>
<CAPTION>
The following table presents the fair values of investments as determined
by quoted net asset value:
December 31,
1993 1992
---- ----
<S> <C> <C>
Shares of registered investment
companies:
Wellington Fund $ 4,139,408 $3,037,509
VMMR - Prime Portfolio 95,653 151,165
Windsor II 4,166,200 2,888,022
U.S. Growth Fund 168,739
Common/collective trust -
investment contract trust 4,116,279 3,736,001
----------- ----------
Total investments at fair value $12,686,279 $9,812,697
=========== ==========
</TABLE>
4. RELATED PARTY TRANSACTIONS
--------------------------
During the years ended December 31, 1993 and 1992, 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>
1993 1992
---------------------------- -------------------------
Sales, at Sales, at
Purchases Current Values Purchases Current Value
---------- -------------- ---------- -------------
<S> <C> <C> <C> <C>
Wellington Fund $1,542,533 $ 654,060 $1,311,667 $446,751
VMMR-Prime Portfolio 239,433 294,945 279,662 190,727
Windsor II 1,543,384 476,145 1,268,547 365,957
Investment Contract Trust 1,395,167 1,007,581 1,516,643 776,748
U.S. Growth Fund 195,516 28,236
</TABLE>
<PAGE> F-7
5. PLAN AMENDMENT
--------------
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.
Employees hired after December 31, 1993 must satisfy a one-year
service requirement for participation.
<PAGE> F-8
<TABLE>
<CAPTION>
USPCI, INC. SAVINGS PLAN
Item 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT,
DECEMBER 31, 1993
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 202,912 $ 3,844,076 $ 4,139,408
VMMR - Prime Portfolio* Shares of Registered
Investment Company 95,653 95,653 95,653
Windsor II* Shares of Registered
Investment Company 244,495 3,833,056 4,166,200
U.S. Growth Fund* Shares of Registered
Investment Company 11,302 167,249 168,739
Investment Contract
Trust* Common/Collective Trust 4,116,279 4,116,279 4,116,279
----------- ------------
TOTAL INVESTMENTS $12,056,313 $12,686,279
=========== ===========
LOANS Maturing over 1 to 4 years
with interest rates ranging
from 8% to 10.5% $725,485 $725,485
=========== ===========
* 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, 1993
Current Value
Cost of of Asset on
Identity of Description of Purchase Selling Asset Transaction
Party Involved Assets Price Price Sold Date Gain
- - - -------------- -------------- -------- ------- ------- ------------- ----
Single Transactions:
- - - --------------------
None
Series of Transactions:
- - - -----------------------
<S> <C> <C> <C> <C> <C> <C>
Vanguard Fiduciary
Trust Company* Wellington Fund:
Purchases (72) $1,542,533 $1,542,533
Sales (110) $ 654,060 $ 600,987 654,060 $53,073
Windsor II:
Purchases (82) 1,543,384 1,543,384
Investment Contract
Trust:
Purchases (129) 1,395,167 1,395,167
Sales (130) 1,007,581 1,007,581 1,007,581
* Party-in-interest
</TABLE>
EXHIBIT 99(c)
FINANCIAL STATEMENTS OF THE
UNION PACIFIC FRUIT EXPRESS COMPANY
AGREEMENT EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
<PAGE> F-1
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(K) RETIREMENT THRIFT PLAN
Page
----
Independent Auditors' Report . . . . . . . . . . . . F-2
Financial Statements as of December 31, 1993
and for the period August 1, 1993 (Date of Inception)
through December 31, 1993:
Statement of Net Assets Available
for Benefits. . . . . . . . . . . . . . . . F-3
Statement of Changes in Net Assets
Available for Benefits. . . . . . . . . . . F-4
Notes to Financial Statements. . . . . . . . F-5 to F-7
Supplemental Schedules as of December 31, 1993
and for the period August 1, 1993 (Date of Inception)
through December 31, 1993:
Item 27a - Schedule of Assets Held for
Investment Purposes . . . . . . . . . . . . F-8
Item 27d - Schedule of Reportable
Transactions. . . . . . . . . . . . . . . . F-9
Schedules not filed herewith are omitted because of the absence of the
conditions under which they are required.
<PAGE> F-2
INDEPENDENT AUDITORS' REPORT
Union Pacific Fruit Express Company Agreement
Employee 401(k) Retirement Thrift Plan:
We have audited the accompanying statement of net assets available for
benefits of the Union Pacific Fruit Express Company Agreement Employee
401(k) Retirement Thrift Plan (the Plan) and the related statement of
changes in net assets available for benefits for the period August 1, 1993
(Date of Inception) through December 31, 1993. 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 audit.
We conducted our audit 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 audit
provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December
31, 1993 and the changes in net assets available for benefits for the
period August 1, 1993 (Date of Inception) through December 31, 1993 in
conformity with generally accepted accounting principles.
Our audit was performed 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. The Fund Information in the statement of net
assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.
Omaha, Nebraska
May 9, 1994
<PAGE> F-3
<TABLE>
<CAPTION>
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
-----------------Fund Information-----------------
Union Vanguard Index Vanguard
Pacific Trust-500 Investment
Total Company Wellington Portfolio Contract
Plan Stock Fund Fund Fund Trust Fund
---- ---------- ---------- -------------- ----------
ASSETS:
<S> <C> <C> <C> <C> <C>
Investments at fair
value (Note 3): $14,107 $2,049 $5,236 $6,521 $301
Employees'
contribution
receivable 1,876 246 732 852 46
------- ------ ------ ------ ----
Total assets 15,983 2,295 5,968 7,373 347
------- ------ ------ ------ ----
Net assets available
for benefits $15,983 $2,295 $5,968 $7,373 $347
======= ====== ====== ====== ====
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> F-4
<TABLE>
<CAPTION>
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE PERIOD AUGUST 1, 1993 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 1993
-----------------Fund Information------------------
Union Vanguard Index Vanguard
Pacific Trust-500 Investment
Total Company Wellington Portfolio Contract
Plan Stock Fund Fund Fund Trust Fund
---- ---------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
INVESTMENT INCOME:
Net appreciation
(depreciation)
in fair value of
investments
(Note 3) $ (96) $ 1 $ (87) $ (10) $ -
Interest 2 - - - 2
Dividends 221 15 147 59 -
------- ------ ------ ------ ----
127 16 60 49 2
CONTRIBUTIONS:
Employee 15,856 2,279 5,908 7,324 345
------- ------ ------ ------ ----
Total Additions 15,983 2,295 5,968 7,373 347
------- ------ ------ ------ ----
NET ASSETS AVAILABLE
FOR BENEFITS:
Date of Inception - - - - -
------- ------ ------ ------ ----
End of Year $15,983 $2,295 $5,968 $7,373 $347
======= ====== ====== ====== ====
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> F-5
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD AUGUST 1, 1993 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 1993
1. Description of Plan
-------------------
The following description of the Union Pacific Fruit Express Company
Agreement Employee 401(k) Retirement Thrift Plan (the Plan) provides only
general information. Participants should refer to the Plan document for a
more complete description of the Plan's provisions.
General - The Plan is a defined contribution plan covering employees of the
Union Pacific Fruit Express Company (the Company) who are in a position of
employment the terms of which are governed by a collective bargaining
agreement entered into between the Company and a Union, to which
eligibility to participate in the Plan has been extended, and have
completed one year of service or were employees as of the effective date of
the Plan, August 1, 1993. It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA), as amended.
Contributions - Participants may contribute 2% to 8% of their compensation
on a salary deferral basis subject to limitations specified in the Internal
Revenue Code. The Company does not contribute to the Plan.
Participant Accounts - Each participant's account is credited with the
participant's contribution and allocation of the Plan earnings.
Allocations are based on participant account balances.
Vesting - Participants are at all times 100% vested in the value of their
account.
Payment of Benefits - Distribution of benefits shall be in a lump sum no
later than 60 days following the close of the plan year in which the
participant's termination of employment occurs, subject to certain
mandatory pay-outs to participants who have attained age 70-1/2, but not
yet terminated employment.
2. Significant Accounting Policies
-------------------------------
The accounts of the Plan have been prepared in accordance with generally
accepted accounting principles. The financial statements were prepared in
accordance with the financial reporting requirements of the Employee
Retirement Income Security Act of 1974 as permitted by the Securities and
Exchange Commission's amendments to Form 11-K adopted during 1990.
Investments in the Union Pacific Company Stock Fund, Wellington Fund and
the Vanguard Index Trust-500 Portfolio Fund are valued at fair value as
determined by quoted market prices. The investments in the Vanguard
Investment Contract Trust Fund are valued at fair value as determined by
Vanguard Fiduciary Trust Company. Dividend income is recorded as of the
ex-dividend date. Security transactions are recorded as of the trade date.
<PAGE> F-6
3. Investments
-----------
Plan participants may direct their contributions in various proportions to
any of the four available investment funds identified below:
Fund A - Union Pacific Company Stock Fund - This fund is administered
as a separate account by Vanguard Fiduciary Trust Company and invests
primarily in the stock of Union Pacific Corporation. It also
maintains a small cash position invested in Vanguard Money Market
Reserves, to facilitate transactions. The Company stock fund is
divided into fund shares, rather than shares of company stock.
Fund B - Wellington Fund - This fund consists of investment in the
Vanguard Wellington Mutual Fund.
Fund C - Vanguard Index Trust-500 Portfolio Fund - This fund consists
of investment in the Vanguard Index Trust-500 portfolio mutual fund.
Fund D - Vanguard Investment Contract Trust Fund - This fund consists
of investment in the Vanguard Fiduciary Trust Company Investment
Contract Trust, a collective investment fund for tax-qualified pension
and profit sharing plan assets.
The following table presents the fair value of investments. Investments
that represent 5% or more of the Plan's net assets are separately
identified.
<TABLE>
<CAPTION>
December 31, 1993
Number of Units Fair Value
--------------- ----------
Investments at Fair Value as
Determined by Quoted Market
Price:
<S> <C> <C>
Union Pacific Company Stock Fund 199.902 units $ 2,049
Wellington Fund 256.674 units 5,236
Vanguard Index Trust -
500 Portfolio Fund 148.788 units 6,521
-------
13,806
Other investments at estimated -------
fair value 300.970 units 301
-------
Total Investments at Fair Value $14,107
=======
</TABLE>
<PAGE> F-7
During the period August 1, 1993 (Date of Inception) through December 31,
1993, the Plan's investments (including investments bought, sold, and held
during the year) appreciated (depreciated) in value by $96 as follows:
<TABLE>
<CAPTION>
1993
----
Investments at Fair Value as Determined
by Quoted Market Price:
<S> <C>
Union Pacific Company Fund $ 1
Mutual Funds (97)
------
Net change in fair value $ (96)
======
</TABLE>
4. Plan Administration
-------------------
The Plan is administered by the Senior Vice President, Human Resources of
Union Pacific Corporation. All expenses incurred in the administration of
the Plan are paid by the Company.
5. Tax Status
----------
The Company intends, in 1994, to submit an application to the Internal
Revenue Service for a determination letter that the Plan meets the
requirements for qualification under Section 401(a) of the Code. Subject
to any amendments to the Plan required by the IRS as a condition to issuing
a favorable determination letter, the Company believes that the Plan is
being operated in accordance with the requirements for qualification under
Section 401(a) of the Code and that, as a result, the related trust is
exempt from tax under Section 501(a) of the Code as of the financial
statement date.
6. Plan Termination
----------------
Although it has not expressed any intent to do so, the Company has the
right under the Plan at any time, to terminate the Plan subject to the
provisions of ERISA. Regardless of such actions, the principal and income
of the Plan remains for the exclusive benefit of the Plan's participants
and beneficiaries. The Company may direct the Trustee either to distribute
the Plan's assets to the participants, or to continue the Trust and
distribute benefits as though the Plan had not been terminated.
<PAGE> F-8
<TABLE>
<CAPTION>
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
Column B Column C Column D Column E
Description of
Investment, Including
Collateral, Rate of
Interest, Maturity
Identity of Issue, Borrower, Date, Par or Maturity Current
Lessor or Similar Party Value Cost Value
- - - ---------------------------- --------------------- ---- -------
<S> <C> <C> <C>
Union Pacific Company Stock
Fund* 199.902 units $ 2,048 $ 2,049
Wellington Fund* 256.674 units 5,323 5,236
Vanguard Index Trust-
500 Portfolio Fund* 148.788 units 6,531 6,521
Vanguard Investment Contract
Trust Fund* 300.970 units 301 301
------- -------
$14,203 $14,107
======= =======
*Represents a party-in-interest
</TABLE>
<PAGE> F-9
<TABLE>
<CAPTION>
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1993
Single Transactions Involving an Amount in
Excess of 5% of the Current Value of Plan Assets:
Column A Column B Column C Column D Column G Column H Column I
Current Value
of Asset on
Identity of Party Purchase Selling Cost of Transaction Net Gain
Involved Description of Asset Price Price Asset Date or (Loss)
- - - ----------------- -------------------- -------- ------- ------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Vanguard Fiduciary
Trust Company Wellington Fund* $1,081 $ - $1,081 $1,081 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $1,446 $ - $1,446 $1,446 $ -
</TABLE>
<TABLE>
<CAPTION>
Series of Transactions, When Aggregated, Involving an
Amount in Excess of 5% of the Current Value of Plan Assets:
Column A Column B Column C Column D Column E Column F Column G
Total Total
Dollar Dollar
Identity of Party Number of Number of Value of Value of Net Gain
Involved Description of Asset Purchases Sales Purchases Sales or (Loss)
- - - ----------------- -------------------- --------- ---------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
Vanguard Fiduciary Union Pacific Company
Trust Company Stock Fund* 11 - $2,048 $ - $ -
Vanguard Fiduciary
Trust Company Wellington Fund* 11 - $5,323 $ - $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* 11 - $6,531 $ - $ -
* Represents a party-in-interest
</TABLE>
EXHIBIT 99(d)
FINANCIAL STATEMENTS OF THE
SKYWAY RETIREMENT SAVINGS PLAN
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
<PAGE>F-1
SKYWAY RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
Page
------
Independent Auditors' Report F-2
Financial Statements for the Years Ended
December 31, 1993 and 1992:
Statements of Net Assets Available for Plan Benefits F-3
Statements of Changes in Net Assets Available for
Plan Benefits F-4
Notes to Financial Statements F-5 - F-6
Supplemental Schedules for the Year Ended December 31, 1993:
Item 27a - Assets Held for Investment Purposes F-7
Item 27d - Reportable Plan Transactions F-8
<PAGE>F-2
INDEPENDENT AUDITORS' REPORT
The Administrative Committee
Skyway Retirement Savings Plan:
We have audited the accompanying statements of net assets available for
Plan benefits of the Skyway Retirement Savings Plan of December 31, 1993
and 1992, and the related statements of changes in net assets available for
Plan 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 opinion, such financial statements present fairly, in all material
respects, the net assets available for Plan benefits as of December 31,
1993 and 1992, and the changes in net assets available for Plan 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 accompanying supplemental
schedules of assets held for investment as of December 31, 1993 and
reportable Plan transactions for the year ended December 31, 1993 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
supplemental schedules have been subjected to the auditing procedures
applied in our audit of the basic 1993 financial statements and, in our
opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE
San Jose, California
May 23, 1994
<PAGE>F-3
<TABLE>
<CAPTION>
SKYWAY RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993 AND 1992
1993 1992
---------- ----------
ASSETS
<S> <C> <C>
CASH AND EQUIVALENTS $3,222,952 $ 526,158
---------- ---------
INVESTMENTS:
Common stock - at fair value - 1,817,714
Corporate debt securities - at fair value - 222,906
Government debt securities - at fair value - 287,243
Participant loans 131,138 161,948
---------- ----------
Total investments 131,138 2,489,811
---------- ----------
RECEIVABLES:
Contributions 18,589 19,980
Interest 3,127 12,169
Employee other 12,879 -
---------- ----------
Total receivables 34,595 32,149
---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $3,388,685 $3,048,118
========== ==========
See notes to financial statements.
</TABLE>
<PAGE>F-4
<TABLE>
<CAPTION>
SKYWAY RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1993 AND 1992
1993 1992
---------- ----------
CONTRIBUTIONS:
<S> <C> <C>
Employee $ 666,921 $ 525,961
Employer matching 65,582 50,154
Less forfeited employer matching funds (9,873) (8,027)
---------- ----------
Total contributions 722,630 568,088
---------- ----------
INVESTMENT INCOME:
Interest and dividends 109,721 89,454
Net depreciation in fair value of investments (122,258) (1,520)
---------- ----------
Total investment income(loss) (12,537) 87,934
---------- ----------
BENEFIT PAYMENTS (369,526) (94,045)
---------- ----------
NET INCREASE IN NET ASSETS AVAILABLE FOR PLAN
BENEFITS 340,567 561,977
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 3,048,118 2,486,141
---------- ----------
End of year $3,388,685 $3,048,118
========== ==========
See notes to financial statements.
</TABLE>
<PAGE>F-5
SKYWAY RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
1. DESCRIPTION OF THE PLAN
The following description of the Skyway Retirement Savings Plan (the
Plan) provides only general information. Participants should refer
to the Plan agreement and amendments for a more complete description
of the Plan's provisions.
General - The Plan, established January 1983 by Skyway Freight
Systems, Inc. (the Company), is a defined contribution plan covering
all full-time employees who have completed one year and 1,000 hours
of service. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). Certain officers of
the Company are trustees of the Plan.
Contributions - Participants may elect to make tax deferred
contributions of up to 10% of their compensation (subject to certain
Internal Revenue Code limitations). Rollover contributions from a
participant's former qualified plan or individual retirement account
are also allowed.
Employer contributions are determined at the discretion of the
Company's Board of Directors and may consist of the following:
o Matching - For the years ended December 31, 1993 and 1992, the
Company contributed an amount equal to 10% of participant's
contributions. Forfeited matching contributions revert to the
Company and may be used in the following year as a portion of the
matching contribution.
o Profit-sharing - No profit-sharing contributions were made for
the years ended December 31, 1993 and 1992.
Participant Accounts - Each participant's account is credited with
the participant's contribution and an allocation of (a) the
Company's contribution, (b) Plan earnings, and (c) forfeitures of
terminated participants' nonvested amounts. Allocations are based
on participants' contributions, compensation or account balances, as
defined in the Plan.
Vesting - Participants are immediately vested as to participant
contributions and earnings thereon. Vesting in the remainder of
their accounts is based on years of continuous employment.
Participants are fully vested after seven years of employment or if
employment is terminated by normal retirement, disability or death,
regardless of years of service. Upon employee termination (as
defined above), all nonvested amounts will be forfeited.
Payment of Benefits - On termination of employment or attainment of
age 65, whichever is later, a participant may elect to receive his
benefit in one of the following forms: (1) a lump-sum amount equal
to the value of the vested portion of his account; (2) installments,
payable at least annually over a period of years determined by the
Plan's Administrative Committee; (3) a nontransferable annuity
contract providing for a monthly guaranteed income for a specified
number of years; or (4) a combination of the above.
<PAGE>F-6
2. SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents consist of all highly liquid debt instruments with an
original maturity of 90 days or less
Investments are stated at fair value as determined by quoted market
prices except for participant loans, which are stated at face value.
Administrative expenses of the Plan are paid by the Company.
Income Taxes - A favorable determination letter has been received from
the Internal Revenue Service as to the qualified status of the Plan as
amended through December 31, 1985. Although the Plan has been
subsequently amended, the Company believes that the Plan is currently
being operated in compliance with the applicable requirements of the
Internal Revenue Code. Therefore, management believes that the Plan was
qualified and was tax-exempt as of and for the years ended December 31,
1993 and 1992. Accordingly, no provision for federal or state income
taxes has been made.
3. INVESTMENTS
At December 31, 1992, investments of the Plan consist of common stocks,
corporate debt securities, government debt securities and participant
loans. At December 31, 1993, investments of the Plan consist of
participant loans. Investments in common stocks, corporate debt
securities and government debt securities at December 31, 1993 were sold
to facilitate a transfer of assets to a new Plan trustee (See Note 7).
4. PARTICIPANT LOANS AND PARTY-IN-INTEREST TRANSACTION
The Plan permits participants to borrow against the vested portion of
their account balance, to a maximum of $50,000. The loans bear interest
ranging from 7.5% to 11% and are payable over a maximum five-year
period. Loan repayment is made through payroll deductions.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants would become fully vested.
6. ASSETS OF TERMINATED EMPLOYEES
At December 31, 1993 and 1992, $108,943 and $120,138, respectively, of
Plan assets were payable to terminated employees who have withdrawn from
participation in the Plan.
7. SUBSEQUENT EVENT
Effective January 1, 1994, the Plan trustee was changed to Vanguard
Fiduciary Trust Company (Vanguard). As of January 3, 1994, all assets
were transferred to Vanguard and invested in various investment options
based upon individual participants' elections. The Company's matching
contribution was also increased from 10% in 1993 to 25% in 1994.
<PAGE>F-7
<TABLE>
<CAPTION>
SKYWAY RETIREMENT SAVINGS PLAN
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
-----------------------------------------------------------------------
Cost
--------
<S> <C>
Participant Loans* $131,138
* Consists of 87 individual loans with interest ranging from 7.5% to 11%
and terms ranging from one to five years.
</TABLE>
<PAGE>F-8
<TABLE>
<CAPTION>
SKYWAY RETIREMENT SAVINGS PLAN
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE PLAN TRANSACTIONS*
YEAR ENDED DECEMBER 31, 1993
Gain/
Cost Proceeds (Loss)
-------- -------- ---------
Description of Investment
SINGLE TRANSACTIONS:
DISPOSITION:
<S> <C> <C> <C>
Walt Disney Company
Common Stock $ 98,334 $165,612 $67,278
SERIES OF TRANSACTIONS:
ACQUISITIONS:
RMA Money Market Fund
(97 transactions) 3,393,057
DISPOSITIONS:
RMA Money Market Fund
(15 transactions) 690,560 690,560 -
U.S. Treasury Notes
(5 transactions) 378,011 399,040 21,029
* Reportable Plan transactions are defined as transactions that exceed 5%
of the fair market value of Plan assets at the beginning of the year.
</TABLE>
EXHIBIT 99(e)
FINANCIAL STATEMENTS OF THE
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
<PAGE> F-1
UNION PACIFIC AGREEMENT EMPLOYEE
401(K) RETIREMENT THRIFT PLAN
Page
----
Independent Auditors' Report . . . . . . . . . . . . F-2
Financial Statements as of December 31, 1993
and 1992 and for the years then ended:
Statements of Net Assets Available
for Benefits. . . . . . . . . . . . . . . . F-3 to F-4
Statements of Changes in Net Assets
Available for Benefits. . . . . . . . . . . F-5 to F-6
Notes to Financial Statements. . . . . . . . F-7 to F-9
Supplemental Schedules as of December 31, 1993
and for the year then ended:
Item 27a - Schedule of Assets Held for
Investment Purposes . . . . . . . . . . . . F-10
Item 27d - Schedule of Reportable
Transactions. . . . . . . . . . . . . . . . F-11 to F-12
Schedules not filed herewith are omitted because of the absence of the
conditions under which they are required.
<PAGE> F-2
INDEPENDENT AUDITORS' REPORT
Union Pacific Agreement Employee 401(k)
Retirement Thrift Plan:
We have audited the accompanying statements of net assets available for
benefits of the Union Pacific Agreement Employee 401(k) Retirement Thrift
Plan (the Plan) as of December 31, 1993 and 1992, 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 opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December
31, 1993 and 1992, and the changes in net assets available for benefits for
the years then ended in conformity with generally accepted accounting
principles.
Our audits were performed 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. The Fund Information in the statement of net
assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and
changes in the net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.
/s/DELOITTE & TOUCHE
Omaha, Nebraska
May 9, 1994
<PAGE> F-3
<TABLE>
<CAPTION>
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
-----------------Fund Information------------------
Union Vanguard Index Vanguard
Pacific Trust-500 Investment
Total Company Wellington Portfolio Contract
Plan Stock Fund Fund Fund Trust Fund
----- ---------- ---------- -------------- ----------
ASSETS:
<S> <C> <C> <C> <C> <C>
Investments at fair
value (Note 3): $13,704,353 $2,317,908 $4,025,058 $5,778,148 $1,583,239
Employee
contributions
receivable 514,146 108,715 148,713 205,479 51,239
----------- ---------- ---------- ---------- ----------
Total assets 14,218,499 2,426,623 4,173,771 5,983,627 1,634,478
----------- ---------- ---------- ---------- ----------
Net assets available
for benefits $14,218,499 $2,426,623 $4,173,771 $5,983,627 $1,634,478
=========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> F-4
<TABLE>
<CAPTION>
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1992
-----------------Fund Information------------------
Union Vanguard Index Vanguard
Pacific Trust-500 Investment
Total Company Wellington Portfolio Contract
Plan Stock Fund Fund Fund Trust Fund
----- ---------- ---------- -------------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair
value (Note 3): $2,664,042 $ - $846,485 $1,332,945 $484,612
---------- --------- -------- ---------- --------
Total assets 2,664,042 - 846,485 1,332,945 484,612
---------- --------- -------- ---------- --------
Net assets available
for benefits $2,664,042 $ - $846,485 $1,332,945 $484,612
========== ========= ======== ========== ========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> F-5
<TABLE>
<CAPTION>
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1993
-----------------Fund Information------------------
Union Vanguard Index Vanguard
Pacific Trust-500 Investment
Total Company Wellington Portfolio Contract
Plan Stock Fund Fund Fund Trust Fund
----- ---------- ---------- -------------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
INVESTMENT INCOME:
Net appreciation in
fair value of
investments
(Note 3) $ 262,333 $ 25,297 $ 56,687 $ 180,349 $ -
Interest 54,790 - - - 54,790
Dividends 309,859 27,286 178,725 103,848 -
----------- ---------- ---------- ---------- ----------
626,982 52,583 235,412 284,197 54,790
CONTRIBUTIONS:
Employee 11,075,352 2,279,932 3,143,500 4,498,246 1,153,674
----------- ---------- ---------- ---------- ----------
Total Additions 11,702,334 2,332,515 3,378,912 4,782,443 1,208,464
----------- ---------- ---------- ---------- ----------
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
Distributions to
participants 147,877 8,748 49,373 63,430 26,326
----------- ---------- ---------- ---------- ----------
NET TRANSFERS OF
ASSETS TO (FROM)
OTHER FUNDS - 102,856 (2,253) (68,331) (32,272)
----------- ---------- ---------- ---------- ----------
NET INCREASE 11,554,457 2,426,623 3,327,286 4,650,682 1,149,866
NET ASSETS
AVAILABLE
FOR BENEFITS:
Beginning of Year 2,664,042 - 846,485 1,332,945 484,612
----------- ---------- ---------- ---------- ----------
End of Year $14,218,499 $2,426,623 $4,173,771 $5,983,627 $1,634,478
=========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> F-6
<TABLE>
<CAPTION>
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1992
-----------------Fund Information------------------
Union Vanguard Index Vanguard
Pacific Trust-500 Investment
Total Company Wellington Portfolio Contract
Plan Stock Fund Fund Fund Trust Fund
----- ---------- ---------- -------------- ----------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
INVESTMENT INCOME:
Net appreciation in
fair value of
investments
(Note 3) $ 59,955 $ - $ 12,577 $ 47,378 $ -
Interest 21,116 - - - 21,116
Dividends 65,382 - 35,553 29,829 -
---------- ------ -------- ---------- --------
146,453 - 48,130 77,207 21,116
CONTRIBUTIONS:
Employee 1,635,395 - 520,969 820,434 293,992
---------- ------ -------- ---------- --------
Total Additions 1,781,848 - 569,099 897,641 315,108
---------- ------ -------- ---------- --------
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
Distributions to
participants 44,982 - 16,306 15,952 12,724
---------- ------ -------- ---------- --------
NET TRANSFERS OF
ASSETS TO (FROM)
OTHER FUNDS - - (5,768) 7,805 (2,037)
---------- ------ -------- ---------- --------
NET INCREASE 1,736,866 - 547,025 889,494 300,347
NET ASSETS
AVAILABLE
FOR BENEFITS:
Beginning of Year 927,176 - 299,460 443,451 184,265
---------- ------ -------- ---------- --------
End of Year $2,664,042 $ - $846,485 $1,332,945 $484,612
========== ====== ======== ========== ========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> F-7
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
1. Description of Plan
-------------------
The following description of the Union Pacific Agreement Employee 401(k)
Retirement Thrift Plan (the Plan) provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
General - The Plan is a defined contribution plan covering employees of the
Union Pacific Railroad Company and its Railroad affiliates (the Company)
who are represented for the purposes of collective bargaining by a rail
union, to which eligibility to participate in the Plan has been extended.
The Plan covers employees who have completed one year of service or were
employees as of the effective date of the Plan, July 1, 1990. It is
subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA), as amended.
Contributions - Participants may contribute 2% to 8% of their compensation
on a salary deferral basis subject to limitations specified in the Internal
Revenue Code. The Company does not contribute to the Plan.
Participant Accounts - Each participant's account is credited with the
participant's contribution and allocation of the Plan earnings.
Allocations are based on participant account balances.
Vesting - Participants are at all times 100% vested in the value of their
account.
Payment of Benefits - Distribution of benefits shall be in a lump sum no
later than 60 days following the close of the plan year in which the
participant's termination of employment occurs, subject to certain
mandatory pay-outs to participants who have attained age 70-1/2, but not
yet terminated employment.
2. Summary of Significant Accounting Policies
------------------------------------------
The accounts of the Plan have been prepared in accordance with generally
accepted accounting principles. The financial statements were prepared in
accordance with the financial reporting requirements of the Employee
Retirement Income Security Act of 1974 as permitted bY the Securities and
Exchange Commission's amendments to Form 11-K adopted during 1990.
Investments in the Union Pacific Company Stock Fund, Wellington Fund and
the Vanguard Index Trust-500 Portfolio Fund are valued at fair value as
determined by quoted market prices. The investments in the Vanguard
Investment Contract Trust Fund are valued at fair value as determined by
Vanguard Fiduciary Trust Company. Dividend income is recorded as of the
ex-dividend date. Security transactions are recorded as of the trade date.
<PAGE> F-8
3. Investments
-----------
Plan participants may direct their contributions in various proportions to
any of the four available investment funds identified below:
Fund A - Union Pacific Company Stock Fund - This fund is
administered as a separate account by Vanguard Fiduciary Trust
Company and invests primarily in the stock of Union Pacific
Corporation. It also maintains a small cash position invested in
Vanguard Money Market Reserves, to facilitate transactions. The
Company stock fund is divided into fund shares, rather than shares
of company stock.
Fund B - Wellington Fund - This fund consists of investment in the
Vanguard Wellington Mutual Fund.
Fund C - Vanguard Index Trust-500 Portfolio Fund - This fund
consists of investment in the Vanguard Index Trust-500 portfolio
mutual fund.
Fund D - Vanguard Investment Contract Trust Fund - This fund
consists of investment in the Vanguard Fiduciary Trust Company
Investment Contract Trust, a collective investment fund for
tax-qualified pension and profit sharing plan assets.
The following table presents the fair value of investments. Investments
that represent 5% or more of the Plan's net assets are separately
identified.
<TABLE>
<CAPTION>
December 31, 1993 December 31, 1992
Number of Number of
Units Fair Value Units Fair Value
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Investments at Fair Value as
Determined by Quoted Market
Price:
Wellington Fund 197,306.778 $ 4,025,058 44,179.804 $ 846,485
Vanguard Index Trust - 131,830.879 5,778,148 32,534.648 1,332,945
500 Portfolio Fund
Union Pacific Company Stock 226,137.340 2,317,908 - -
Fund ----------- ----------
12,121,114 2,179,430
----------- ----------
Investments at Estimated
Fair Value:
Vanguard Investment 1,583,238.870 1,583,239 484,612.49 484,612
Contract Trust Fund ----------- ---------- ----------
$13,704,353 $2,664,042
=========== ==========
</TABLE>
<PAGE> F-9
During 1993 and 1992, the Plan's investments (including investments bought,
sold, and held during the year) appreciated in value by $262,333 and
$59,955, respectively, as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1993 1992
---- ----
<S> <C> <C>
Investments at Fair Value as Determined
by Quoted Market Price:
Mutual Funds $237,036 $59,955
Union Pacific Company Stock Fund 25,297 -
-------- -------
Net change in fair value $262,333 $59,955
======== =======
</TABLE>
4. Plan Administration
-------------------
The Plan is administered by the Senior Vice President, Human Resources of
Union Pacific Corporation. All expenses incurred in the administration of
the Plan are paid by the Company.
5. Tax Status
----------
The Company intends, in 1994, to submit an application to the Internal
Revenue Service for a determination letter that the Plan meets the
requirements for qualification under Section 401(a) of the Code. Subject
to any amendments to the Plan required by the IRS as a condition to issuing
a favorable determination letter, the Company believes that the Plan is
being operated in accordance with the requirements for qualification under
Section 401(a) of the Code and that, as a result, the related trust is
exempt from tax under Section 501(a) of the Code as of the financial
statement date.
6. Plan Termination
----------------
Although it has not expressed any intent to do so, the Company has the
right under the Plan at any time, to terminate the Plan subject to the
provisions of ERISA. Regardless of such actions, the principal and income
of the Plan remains for the exclusive benefit of the Plan's participants
and beneficiaries. The Company may direct the Trustee either to distribute
the Plan's assets to the participants, or to continue the Trust and
distribute benefits as though the Plan had not been terminated.
<PAGE> F-10
<TABLE>
<CAPTION>
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
Column B Column C Column D Column E
Description of
Investment, Including
Collateral, Rate of
Interest, Maturity
Identity of Issue, Borrower, Date, Par or Maturity Current
Lessor or Similar Party Value Cost Value
- - - ---------------------------- --------------------- ---- -------
<S> <C> <C> <C>
Union Pacific Company Stock
Fund* 226,137.340 units $ 2,293,072 $ 2,317,908
Wellington Fund* 197,306.778 units 3,950,599 4,025,058
Vanguard Index Trust-
500 Portfolio Fund* 131,830.879 units 5,529,124 5,778,148
Vanguard Investment Contract
Trust Fund* 1,583,239.870 units 1,583,239 1,583,239
----------- -----------
$13,356,034 $13,704,353
=========== ===========
*Represents party-in-interest
</TABLE>
<PAGE> F-11
<TABLE>
<CAPTION>
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1993
Single Transactions Involving an Amount in
Excess of 5% of the Current Value of Plan Assets:
Column A Column B Column C Column D Column G Column H Column I
Current Value
of Asset on
Identity of Party Purchase Selling Cost of Transaction Net Gain
Involved Description of Asset Price Price Asset Date or (Loss)
- - - ----------------- -------------------- -------- ------- ------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Vanguard Fiduciary Union Pacific Company
Trust Company Stock Fund* $222,430 $ - $222,430 $222,430 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $133,987 $ - $133,987 $133,987 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $141,324 $ - $141,324 $141,324 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $133,942 $ - $133,942 $133,942 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $135,517 $ - $135,517 $135,517 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $135,935 $ - $135,935 $135,935 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $141,382 $ - $141,382 $141,382 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $137,491 $ - $137,491 $137,491 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $173,287 $ - $173,287 $173,287 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $327,980 $ - $327,980 $327,980 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $136,292 $ - $136,292 $136,292 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $145,856 $ - $145,856 $145,856 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $153,360 $ - $153,360 $153,360 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $165,434 $ - $165,434 $165,434 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $160,423 $ - $160,423 $160,423 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $162,281 $ - $162,281 $162,281 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $163,409 $ - $163,409 $163,409 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $171,515 $ - $171,515 $171,515 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $169,404 $ - $169,404 $169,404 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $173,287 $ - $173,287 $173,287 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $178,805 $ - $178,805 $178,805 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $192,670 $ - $192,670 $192,670 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $182,336 $ - $182,336 $182,336 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $202,491 $ - $202,491 $202,491 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $189,782 $ - $189,782 $189,782 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $190,447 $ - $190,447 $190,447 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $191,246 $ - $191,246 $191,246 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $197,101 $ - $197,101 $197,101 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $191,340 $ - $191,340 $191,340 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $235,799 $ - $235,799 $235,799 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $456,395 $ - $456,395 $456,395 $ -
</TABLE>
<PAGE> F-12
<TABLE>
<CAPTION>
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS - (Continued)
YEAR ENDED DECEMBER 31, 1993
Series of Transactions, When Aggregated, Involving an
Amount in Excess of 5% of the Current Value of Plan Assets:
Column A Column B Column C Column D Column E Column F Column G
Total Total
Dollar Dollar
Identity of Party Number of Number Value of Value of Net Gain
Involved Description of Asset Purchases of Sales Asset Sales or (Loss)
- - - ----------------- -------------------- --------- -------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Vanguard Fiduciary Union Pacific Company
Trust Company Stock Fund* 69 36 $2,319,615 $ 29,201 $ 461
Vanguard Fiduciary
Trust Company Wellington Fund* 79 57 $3,252,471 $130,585 $5,331
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* 72 65 $4,457,073 $192,219 $6,078
Vanguard Fiduciary Vanguard Investment
Trust Company Contract Trust Fund* 93 60 $1,240,933 $140,109 $ -
* Represents a party-in-interest
</TABLE>
