<PAGE> COVER
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
Martin Tower, Eighth and Eaton Avenues, Bethlehem, Pennsylvania
(Address of principal executive offices)
18018
(Zip Code)
(610) 861-3200
(Registrant's telephone number, including area code)
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
---- ----
As of October 31, 1995, there were 205,580,992 shares of the Registrant's
Common Stock outstanding.
<PAGE> INDEX
UNION PACIFIC CORPORATION
INDEX
PART I. FINANCIAL INFORMATION
------------------------------
Page Number
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Item 1: Condensed Consolidated Financial Statements:
CONDENSED STATEMENT OF CONSOLIDATED INCOME - For the
Three Months and Nine Months Ended September 30, 1995 and
1994..................................................... 1
CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION -
At September 30, 1995 and December 31, 1994.............. 2 - 3
CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS - For
the Nine Months Ended September 30, 1995 and 1994........ 4
CONDENSED STATEMENT OF CONSOLIDATED RETAINED EARNINGS -
For the Nine Months Ended September 30, 1995 and 1994.... 4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS....... 5 - 8
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 9 - 14
PART II. OTHER INFORMATION
---------------------------
Item 1: Legal Proceedings........................................ 15
Item 6: Exhibits and Reports on Form 8-K......................... 15 - 16
Signature......................................................... 17
<PAGE> 1
PART I. FINANCIAL INFORMATION
- ------------------------------
Item 1. Condensed Consolidated Financial Statements
<TABLE>
<CAPTION>
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
CONDENSED STATEMENT OF CONSOLIDATED INCOME
For the Three Months and Nine Months Ended September 30, 1995 and 1994
----------------------------------------------------------------------
(Amounts in Millions, Except Ratio and Per Share Amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating Revenues.......................... $ 1,974 $ 1,622 $ 5,512 $ 4,837
------- ------- ------- -------
Operating Expenses:
Salaries, wages and employee benefits..... 726 615 2,112 1,844
Equipment and other rents................. 200 151 541 464
Depreciation, amortization
and retirements (Note 3)................ 172 136 469 402
Fuel and utilities (Note 7)............... 144 116 414 354
Materials and supplies.................... 92 80 277 263
Other costs............................... 261 197 704 579
------- ------- ------- -------
Total.................................. 1,595 1,295 4,517 3,906
------- ------- ------- -------
Operating Income............................ 379 327 995 931
Other Income - Net.......................... 35 10 105 65
Interest Expense (Note 7)................... (127) (86) (328) (255)
Corporate Expenses.......................... (26) (35) (80) (68)
------- ------- ------- -------
Income Before Income Taxes.................. 261 216 692 673
Income Taxes................................ (101) (82) (252) (253)
------- ------- ------- -------
Income from Continuing Operations........... 160 134 440 420
Income (Loss) from Discontinued Operations
(Notes 4 and 6)............................ 77 (347) 212 (130)
------- ------- ------- -------
Net Income (Loss)........................... $ 237 $ (213) $ 652 $ 290
======= ======= ======= =======
Earnings Per Share:
Income from Continuing Operations......... $ 0.78 $ 0.65 $ 2.14 $ 2.04
Income (Loss) from Discontinued Operations 0.37 (1.69) 1.03 (0.63)
------- ------- ------- -------
Net Income (Loss)......................... $ 1.15 $ (1.04) $ 3.17 $ 1.41
======= ======= ======= =======
Weighted Average Number of Shares........... 206.1 205.6 205.8 205.6
Cash Dividends Per Share.................... $ 0.43 $ 0.43 $ 1.29 $ 1.23
Ratio of Earnings to Fixed Charges (Note 8). -- -- 2.8 3.2
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
------------------------------------------------------
(Millions of Dollars)
(Unaudited)
September 30, December 31,
ASSETS 1995 1994
------------- ------------
<S> <C> <C>
Current Assets:
Cash and temporary investments............... $ 91 $ 115
Accounts receivable ......................... 473 396
Inventories.................................. 281 257
Income taxes receivable...................... 123 241
Other current assets (Note 4)................ 127 340
--------- ---------
Total Current Assets.................... 1,095 1,349
--------- ---------
Investments:
Investments in and advances to affiliated
companies (Note 2)........................ 1,251 487
Other investments............................ 154 170
--------- ---------
Total Investments....................... 1,405 657
--------- ---------
Properties:
Railroad (Note 3):
Road and other............................. 12,178 8,428
Equipment.................................. 4,783 4,658
--------- ---------
Total Railroad.......................... 16,961 13,086
--------- ---------
Trucking..................................... 736 704
Other........................................ 148 130
--------- ---------
Total Properties........................ 17,845 13,920
Accumulated depreciation, depletion and
amortization............................... (4,527) (4,250)
--------- ---------
Properties - Net........................ 13,318 9,670
--------- ---------
Cost in Excess of Net Assets of Acquired
Businesses - Net (Note 5).................... 669 870
Net Assets of Discontinued Operations (Note 4). 1,983 1,789
Other Assets................................... 232 208
--------- ---------
Total Assets............................ $ 18,702 $ 14,543
========= =========
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
------------------------------------------------------
(Amounts in Millions, Except Share and Per Share Amounts)
(Unaudited)
September 30, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1994
------------- ------------
<S> <C> <C>
Current Liabilities:
Accounts payable................................ $ 151 $ 132
Accrued wages and vacation...................... 289 217
Income and other taxes.......................... 218 134
Dividends and interest.......................... 184 191
Acquisition reserves (Note 3)................... 142 --
Debt due within one year........................ 624 427
Other current liabilities....................... 949 899
--------- ---------
Total Current Liabilities.................... 2,557 2,000
--------- ---------
Debt Due After One Year (Notes 2 and 3)........... 6,546 4,052
Deferred Income Taxes (Note 5).................... 2,818 2,398
Other Liabilities (Note 9)........................ 1,267 962
Stockholders' Equity:
Common stock, $2.50 par value, authorized
500,000,000 shares, 232,300,590 shares issued
in 1995, 231,837,976 shares issued in 1994.... 581 580
Paid-in surplus................................. 1,466 1,428
Retained earnings............................... 5,121 4,734
Treasury stock, at cost, 26,722,014 shares in
1995, 25,900,775 shares in 1994............... (1,654) (1,611)
--------- ---------
Total Stockholders' Equity................... 5,514 5,131
--------- ---------
Total Liabilities and Stockholders' Equity... $ 18,702 $ 14,543
========= =========
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS
For the Nine Months Ended September 30, 1995 and 1994
-----------------------------------------------------
(Millions of Dollars)
(Unaudited)
1995 1994
------- -------
<S> <C> <C>
Cash Flows from Operating activities:
Net Income......................................... $ 652 $ 290
Non-cash charges to income:
Depreciation and amortization................... 469 402
Deferred income taxes........................... 101 82
Other - Net..................................... (675) 3
Changes in current assets and liabilities.......... 786 (47)
(Income) loss from discontinued operations (Note 4) (212) 130
------- -------
Cash from continuing operations................ 1,121 860
------- -------
Cash flows from investing activities:
Capital investments................................ (653) (677)
Investment in Southern Pacific (Note 2)............ (976) --
CNW acquisition (Note 3)........................... (1,170) --
Cash provided (used) by discontinued operations
(Note 4).......................................... 242 (389)
Other - Net........................................ 167 (6)
------- -------
Cash used in investing activities.............. (2,390) (1,072)
------- -------
Cash flows from equity and financing activities:
Dividends paid..................................... (264) (246)
Debt repaid (Note 3)............................... (1,394) (123)
Purchase of treasury stock......................... (32) (1)
Financings (Notes 2 and 3)......................... 2,935 702
------- -------
Cash generated in equity and financing
activities...................................... 1,245 332
------- -------
Net change in cash and temporary investments.... $ (24) $ 120
======= =======
</TABLE>
<TABLE>
<CAPTION>
CONDENSED STATEMENT OF CONSOLIDATED RETAINED EARNINGS
For the Nine Months Ended September 30, 1995 and 1994
-----------------------------------------------------
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
1995 1994
------ ------
<S> <C> <C>
Balance at Beginning of Year......................... $ 4,734 $ 4,529
Net Income........................................... 652 290
------- -------
Total........................................... 5,386 4,819
Dividends Declared ($1.29 per share in 1995;
$1.23 per share in 1994)......... (265) (252)
------- -------
Balance at End of Period........................ $ 5,121 $ 4,567
======= =======
</TABLE>
<PAGE> 5
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(Unaudited)
1. Responsibilities for Financial Statements - The condensed consolidated
financial statements are unaudited and reflect all adjustments (consisting
only of normal and recurring adjustments) that are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the interim periods. The Condensed Statement of
Consolidated Financial Position at December 31, 1994 is derived from audited
financial statements. The condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto contained in the Union Pacific Corporation (the Corporation or
UPC) Annual Report to Stockholders incorporated by reference in the
Corporation's Annual Report on Form 10-K for the year ended December 31,
1994. The results of operations for the nine months ended September 30,
1995 are not necessarily indicative of the results for the entire year
ending December 31, 1995.
2. Acquisition of Southern Pacific Rail Corporation (Southern Pacific) - On
August 3, 1995, UPC and Southern Pacific entered into a definitive merger
agreement (the Agreement) providing for the acquisition of Southern Pacific
by UPC. Under the terms of the Agreement, UPC completed a first-step cash
tender offer on September 15, 1995 pursuant to which approximately 39.03
million common shares or 25% of the outstanding common shares of Southern
Pacific were acquired at a price of $25.00 per share. UPC borrowed $976
million under its existing credit facilities to fund the cash tender offer.
Shares purchased under the cash tender offer were deposited in an
independent voting trust in accordance with a voting trust agreement with
Southwest Bank of St. Louis. Such shares shall remain in the voting trust
pending a decision of the Interstate Commerce Commission (the ICC) on the
Southern Pacific acquisition. The ICC has adopted an expedited schedule
pursuant to which it will render a final decision within 255 days of the
filing of an application with respect to the Southern Pacific acquisition.
Such an application is expected to be filed on December 1, 1995.
Following approval of the Southern Pacific acquisition by the ICC and the
satisfaction of certain other conditions, including the approval by Southern
Pacific shareholders, Southern Pacific will be merged into a subsidiary of
UPC (the Merger). Upon completion of the Merger, each share of Southern
Pacific common stock will be converted, at the holder's election, subject to
proration, into the right to receive $25.00 in cash or 0.4065 shares of
common stock of UPC. As a result, 60% of the Southern Pacific shares
outstanding immediately prior to the Merger will be converted into shares of
common stock of UPC, with the remaining 40% of the outstanding shares,
including the shares acquired in the first-step cash tender offer, being
acquired for cash.
3. Acquisition of Chicago and North Western Transportation Company (CNW) - On
March 16, 1995, the Corporation executed a definitive merger agreement to
acquire the remaining 71.6% of CNW's outstanding common stock not previously
owned by UPC for $1.2 billion. Virtually all remaining CNW shares were
acquired in a cash tender offer at $35 per share. UPC funded the CNW tender
offer through the issuance of commercial paper, a portion of which UPC
subsequently refinanced with $850 million of notes and debentures.
<PAGE> 6
The acquisition of CNW has been accounted for as a purchase and CNW's
financial results have been consolidated into UPC effective May 1, 1995.
The allocation of the purchase price to the fair market value of CNW assets
acquired and liabilities assumed is not yet complete. An appraisal of the
CNW properties acquired is continuing, and although the purchase price
allocation is incomplete it appears that all of the excess purchase price
will be allocated to tangible long-lived assets. As a result of the
anticipated allocation of the excess purchase price, the unallocated portion
of the purchase price at September 30, 1995 has been included in the value
of Railroad properties on the Condensed Statement of Consolidated Financial
Position.
As part of the initial purchase price allocation, UPC recorded $190 million
of pre-tax reserves, principally relating to the elimination or relocation
of redundant functions created by the acquisition of CNW. The reserves
include $110 million for costs to reduce CNW's work force by approximately
1,100; $34 million for the relocation of approximately 1,000 CNW employees;
and $22 million for labor protection relating to legislated, as well as
contractual, obligations to CNW union employees. Management employee
terminations and relocations are expected to be completed by year-end 1995.
Union work-force reductions must be negotiated under existing labor
agreements and are anticipated to be completed in 1996. In addition, $24
million is included in the reserves for the settlement or buyout of lease
obligations of CNW relating to facilities or equipment not required by the
combined company. Through September 30, 1995, $46 million had been paid and
charged to the reserves, principally comprising costs to terminate
approximately 350 employees (including $14 million related to certain former
executives of CNW) and relocate CNW employees throughout the Union Pacific
rail system.
These initial reserve estimates are subject to the finalization of the
consolidation plans and therefore are subject to change. The reserves may
be adjusted to reflect any revisions to the number of employees affected, as
well as to the actual amounts paid and expected to be paid, which are
subject to unionized labor negotiations and management employees' current
salaries and years of service.
4. Discontinued Operations
Union Pacific Resources Group Inc. (Resources): On July 27, 1995, the
Corporation's Board of Directors approved a formal plan to exit its natural
resources business. The plan included an initial public offering (IPO) by
Resources of up to 17.25 percent of its outstanding common stock. Following
the IPO, subject to the receipt of a favorable ruling from the Internal
Revenue Service expected in 1996 and the completion or termination of the
acquisition of Southern Pacific, UPC intends to distribute the remaining
common stock of Resources on a tax-fee basis pro rata to the Corporation's
shareholders.
The IPO of 42.5 million shares was completed on October 17, 1995 and was
priced at $21 per share. UPC sold 17.1% of Resources' outstanding common
shares to the public generating net proceeds of $844 million. Resources
now owns and operates all of the Corporation's natural resources business
historically owned and or operated by Union Pacific Resources Company or
other affiliates. Following the IPO, Resources dividended to UPC $1,562
million ($912 million in cash and $650 million in notes bearing interest at
8.5% per annum payable within 90 days of the distribution of UPC's remaining
<PAGE> 7
investment in Resources to its shareholders) and an intercompany balance of
$59 million. UPC used the cash proceeds from the Resources' dividend to
repay outstanding commercial paper balances.
Resources' results have been reported as a discontinued operation in the
Corporation's condensed consolidated financial statements for all periods
presented. Operating revenues for Resources were $332 million for the third
quarter and $989 million for the first nine months of 1995, and $1.31
billion and $1.32 billion for the years 1994 and 1993, respectively.
Resources' capital expenditures were $536 million for the first nine months
of 1995, $613 million for the year 1994 and $507 million for the year 1993.
Resources net income was $77 million and $76 million for the three months
ended September 30, 1995 and 1994, respectively, and was $212 million and
$303 million for the nine months ended September 30, 1995 and 1994,
respectively.
Sale of USPCI, Inc. (USPCI): At year-end 1994, the Corporation completed the
sale of USPCI to Laidlaw Inc. for $225 million in notes which were
subsequently collected in January 1995. The sale resulted in a net loss of
$412 million in 1994, including an $8 million net loss from USPCI's
operations during the year. The initial provision for discontinued
operations was recorded in September 1994.
5. Tax Settlement - In January 1995, UPC recorded the effects of a tax
settlement with the Internal Revenue Service that allowed part of the excess
acquisition costs (goodwill) associated with the acquisition of Overnite
Transportation Company (Overnite) to become tax deductible. This one-time
tax benefit reduced goodwill and deferred income taxes payable by $123
million and decreased ongoing goodwill amortization by $4 million annually.
6. Wilmington Sale - In March 1994, Resources sold its interest in the
Wilmington, California oil field's surface rights and hydrocarbon reserves,
and its interest in the Harbor Cogeneration Plant, to the City of Long
Beach, California for $405 million in cash and notes. The Wilmington sale
resulted in a $184 million ($116 million after-tax) gain--$159 million ($100
million after-tax) at Resources, included in income from discontinued
operations, and $25 million ($16 million after-tax) at Union Pacific
Railroad Company.
7. Price Risk Management - The Corporation uses derivative financial
instruments to protect against unfavorable fuel price movements, interest
rate movements and foreign currency exchange risk. While the use of these
hedging arrangements limits the downside risk of adverse price and rate
movements, it may also limit future gains from favorable movements. All
hedging is accomplished pursuant to exchange-traded contracts or master swap
agreements generally based on standard forms. UPC does not hold or issue
financial instruments for trading purposes. The Corporation addresses
market risk by selecting instruments with value fluctuations that correlate
strongly with the underlying item or risk being hedged. Credit risk related
to hedging activities, which is minimal, is managed by requiring minimum
credit standards for counterparties, periodic settlements and/or
mark-to-market evaluations. The largest credit risk associated with any of
the Corporation's counterparties was $30 million at September 30, 1995.
<PAGE> 8
Fuel: At September 30, 1995, the Railroad (the combined railroad system of
Union Pacific Railroad Company, Missouri Pacific Railroad Company and CNW)
had hedged approximately 6% of its remaining 1995 diesel fuel consumption at
an average price of $0.49 per gallon, while Overnite had no fuel purchase
hedging agreements in place. At the end of the third quarter, the Railroad
had an unrecognized mark-to-market gain of $150,000 related to its fuel
hedging arrangements.
Interest Rates and Foreign Currency: UPC has outstanding interest rate swaps
on $222 million of notional principal amount of debt. The interest rates
paid on these instruments range from 6.0% to 9.6%, while interest received
ranges from 4.3% to 6.6% with spreads no greater than 3.3%. These contracts
mature over the next one to nine years. In addition, the Corporation has
currency swaps in place to cover $59 million of notional principal amount of
debt denominated in yen. These swaps mature over the next one to five years.
At the end of the third quarter, the Corporation had a mark-to-market gain
of $29 million related to these instruments.
8. Ratio of Earnings to Fixed Charges - The ratio of earnings to fixed charges
has been computed on a total enterprise basis. Earnings represent income
from continuing operations less equity in undistributed earnings of
unconsolidated affiliates, plus income taxes and fixed charges. Fixed
charges represent interest, amortization of debt discount and expense, and
the estimated interest portion of rental charges.
9. Commitments and Contingencies - There are various lawsuits pending against
the Corporation and certain of its subsidiaries. The Corporation is also
subject to Federal, state and local environmental laws and regulations and
is currently participating in the investigation and remediation of numerous
sites. Where the remediation costs can be reasonably determined, and where
such remediation is probable, the Corporation has recorded a liability. In
addition, the Corporation has entered into commitments and provided
guarantees for specific financial and contractual obligations of its
subsidiaries and affiliates. The Corporation does not expect that the
lawsuits, environmental costs, commitments or guarantees will have a
material adverse effect on its consolidated financial condition or its
results of operations.
Management does not anticipate that the ultimate resolution of the matters
described in Part I, Item 3. Legal Proceedings of the Corporation's 1994
Annual Report on Form 10-K and in Part II, Item 1. Legal Proceedings in this
Report will have a material adverse effect on the Corporation's consolidated
financial condition or operating results.
10.Accounting Pronouncements - The Financial Accounting Standards Board (FASB)
has issued Statement No. 121 "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of," which establishes
methods for determining and measuring an impairment of long-lived assets.
Adoption of Statement 121 is required in 1996. Although the Corporation is
still evaluating Statement 121, UPC does not expect that the adoption of
Statement 121 will have a material adverse effect on the Corporation's
operating results or financial condition. In addition, the FASB has issued
Statement No. 123 "Accounting for Stock-Based Compensation," which requires
certain disclosures about costs associated with stock-based employee
compensation plans. Adoption of Statement 123 is required in 1996 and will
not significantly impact the Corporation.
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
CORPORATE REORGANIZATION
Natural Resources Divestiture - Union Pacific Corporation (UPC or the
Corporation) completed its initial public offering (IPO) of Union Pacific
Resources Group Inc. (Resources) (formerly UPC's natural resources business
unit) common shares on October 17, 1995. The IPO was priced at $21 per share
and was comprised of 37 million common shares with an option for underwriters
to purchase 5.5 million additional common shares within 30 days (the
overallotment option), which was exercised. Including the overallotment
option, UPC sold 17.1% of Resources' common shares to the public. Net
proceeds from the IPO totaled $844 million (including the overallotment
option)(see Note 4 to the condensed consolidated financial statements).
Following the IPO, Resources dividended to UPC $1,562 million ($912 million in
cash and $650 million in notes bearing interest at 8.5% per annum payable
within 90 days of the distribution of UPC's remaining investment in
Resources to its shareholders) and an intercompany balance of $59 million.
UPC used the cash proceeds from the Resources' dividend to repay outstanding
commercial paper balances.
Southern Pacific Rail Corporation (Southern Pacific) Acquisition - As part of
the announced acquisition of Southern Pacific, UPC commenced a first-step
cash tender offer (which was completed on September 15, 1995) acquiring
approximately 39.03 million common shares or 25% of the outstanding common
shares of Southern Pacific at a price of $25.00 per share. UPC borrowed
$976 million under its existing credit facilities to fund the cash tender
offer. Shares purchased under the cash tender offer were deposited in an
independent voting trust in accordance with a voting trust agreement with
Southwest Bank of St. Louis. Such shares shall remain in the voting trust
pending a decision of the Interstate Commerce Commission (the ICC) on the
Southern Pacific acquisition (see Note 2 to the condensed consolidated
financial statements). The ICC has adopted an expedited schedule pursuant to
which it will render a final decision within 255 days of the filing of an
application with respect to the Southern Pacific acquisition. Such
an application is expected to be filed on December 1, 1995. Should the
acquisition of Southern Pacific not be approved by the ICC or its successors,
UPC could incur a significant loss on the disposal of its investment in
Southern Pacific. However, the Corporation believes that its application for
common control of the Southern Pacific will be approved.
Chicago and North Western Transportation Company (CNW) - On March 16, 1995, the
Corporation executed a definitive merger agreement to acquire the remaining
71.6% of CNW's outstanding common stock not previously owned by UPC for $1.2
billion. Under this agreement, UPC initiated a cash tender offer on March 23,
1995 for all outstanding CNW shares at $35 per share, which was completed on
April 25, 1995. The acquisition of CNW has been accounted for as a purchase and
CNW's financial results have been consolidated into UPC effective May 1, 1995
(see Note 3 to the condensed consolidated financial statements).
<PAGE> 10
RESULTS OF OPERATIONS
QUARTER ENDED SEPTEMBER 30, 1995 COMPARED TO SEPTEMBER 30, 1994
Consolidated Results
UPC reported net income of $237 million ($1.15 per share) in the third quarter
of 1995 compared to a net loss of $213 million ($1.04 per share) for the same
period a year ago. Results for 1994 included a provision for a loss on disposal
of the Corporation's waste management subsidiary of $423 million (see Note 4 to
the condensed consolidated financial statements).
Results of Continuing Operations
Consolidated - The Corporation reported income from continuing operations of
$160 million ($0.78 per share) in the third quarter of 1995, a 19% improvement
from last year's results of $134 million ($0.65 per share). Earnings for 1995
benefitted from improved earnings at Union Pacific Railroad Company and other
rail subsidiaries (the Railroad), due to the addition of CNW and improved
operating results, while Overnite Transportation Company's (Overnite) results
declined significantly from a year ago.
Operating revenues grew 22% to $1.97 billion, as higher volumes and improved
average revenue per car at the Railroad were partly offset by volume and average
price declines at Overnite. Operating expenses rose $300 million to $1.60
billion for the quarter. The addition of CNW and inflation contributed to
higher salaries, wages and employee benefits ($111 million), equipment and
other rental expense ($49 million), fuel costs ($28 million) and materials and
supplies ($12 million). Depreciation expense rose $36 million from the
CNW fixed assets acquired, as well as from the Corporation's continuing
capital investment programs. In addition, maintenance, repairs and
foreign-line car repair costs increased $21 million and other taxes increased
$9 million, primarily as a result of the consolidation of CNW results.
Personal injury costs were also up $9 million, reflecting higher claims costs,
while third-party transportation costs rose $8 million.
Operating income increased $52 million (16%) to $379 million for the quarter,
largely reflecting improved operating results at the Railroad. Other income
improved $25 million, mainly from increased property sales and interest on a
favorable tax settlement at the Railroad. Interest expense rose $41 million,
reflecting higher debt levels associated with the CNW acquisition and the
Southern Pacific cash tender offer and higher short-term interest rates, offset
by the receipt in the first quarter of 1995 of proceeds relating to the sale of
the Corporation's waste management business unit. Corporate expenses declined
$9 million, primarily due to lower professional fees.
Railroad - The Railroad earned $222 million in the third quarter of 1995, up
$38 million (21%) from last year, reflecting the addition of CNW volumes and
pricing improvements.
Revenues improved $354 million (27%) to $1.68 billion, as the addition of CNW
business of $307 million combined with a 7% improvement in average revenue per
car, reflecting a longer average length of haul and favorable traffic mix
shifts. Carloadings improved 16% in the third quarter of 1995, largely due to
incremental volumes from the acquisition of CNW and business expansion. Grain
and metals and minerals carloadings in particular benefitted from the addition
of the strong CNW
<PAGE> 11
volume base. Grain carloadings led the way with a 93% improvement over last
year, reflecting not only the addition of CNW volumes, but also carloadings
improvements caused by greater export demand. Metals and minerals carloadings
rose 47% as CNW volumes were partly offset by weakness in stone and non-metallic
mineral volumes. Autos rose 24% from the addition of CNW volumes and strong
Mexican business for both finished vehicles and auto parts. Forest products
were up 22% as CNW volumes were partially offset by depressed lumber and paper
volumes. Chemical carloadings improved 10% as additional CNW volumes were
partially offset by lower fertilizer and plastic business. Energy carloadings
rose 10% due to the addition of CNW volumes and increased traffic out of the
Southern Powder River Basin. Intermodal volumes decreased 6%, reflecting
softening economic conditions in the U.S. and Mexico, competition from trucking
companies with excess capacity, and selective avoidance of low-margin business,
while food/consumer/government carloadings declined 3%.
Operating expenses for the quarter rose $269 million to $1.29 billion.
Incremental CNW volumes and inflation were the principal reasons causing
increases in salaries, wages and employee benefits ($89 million), rent expense
($48 million), fuel and utilities costs ($27 million) and materials and supplies
expense ($12 million). Depreciation climbed $36 million, reflecting continuing
capital investment programs and the addition of depreciation for CNW
properties. In addition, maintenance, repairs and foreign-line car repair
costs increased $21 million and other taxes increased $9 million, primarily as
a result of the consolidation of CNW, while personal injury expense increased
$9 million. Expenses also increased as a result of the absence of flood
insurance recoveries in 1994 ($12 million) and merger related increases in
employee relocation costs, crew hauling and contracted expenses.
Operating income improved $85 million (28%) to $389 million for the quarter,
while the operating ratio improved to 76.9 from 77.1 last year.
Trucking - Overnite's operating environment has been extremely difficult in the
first nine months of 1995. The major factors impacting Overnite's operations
were soft volumes caused by aggressive marketing and price competition by both
less-than-truckload (LTL) and truckload carriers, a slow economy, incremental
expenses associated with Overnite's continuing battle over unionization with the
Teamster's Union and ongoing operational inefficiencies associated with shifts
in freight flows from shorter-haul, higher-margin, intra-regional business to
longer-haul traffic. These unfavorable operating trends will likely continue
throughout 1995 and into 1996, as Overnite works toward tailoring its
organization to meet its changing business environment, and attempts to regain
lost shorter-haul business and to better balance traffic lanes. A significant
factor influencing Overnite's long-term success is its ability to maintain a
non-unionized work force. Overnite has had several challenges from organized
labor in 1995. Since January 1, 1995, over 50 of Overnite's 174 terminals were
petitioned to hold union elections, twelve of which voted for union
representation. Overnite has won each of the last 10 such elections, and 22
of the last 26 elections. Despite the Teamsters' efforts, less than 9% of
Overnite's work force has voted for union representation.
As a result of the difficult operating environment discussed above, Overnite
reported a $7 million net loss in the third quarter of 1995 compared to $12
million of earnings last year. Results include goodwill amortization of $5
million in 1995, $1 million less than last year as a result of a favorable tax
settlement related to the deductibility of intangible assets (see Note 5 to the
condensed consolidated financial statements).
<PAGE> 12
Operating revenues declined $12 million (5%) for the quarter to $245 million.
Volumes were down 3%, while average prices declined 2%. Operating expenses
increased $19 million to $255 million. Salaries, wages and employee benefit
costs increased $16 million caused by wage and benefit inflation, while
depreciation and equipment rents each increased $1 million. Overnite recorded
an operating loss of $10 million for the third quarter of 1995 compared to
operating income of $21 million last year, as the operating ratio, including
goodwill amortization, increased to 104.0 from 91.6 last year.
Corporate Services and Other Operations - Expenses related to Corporate Services
and Other Operations (comprising corporate expenses, third-party interest
charges, intercompany interest allocations, other income and income taxes not
related to other segments, and the results of other operating units) declined
$7 million to $55 million for the third quarter. The decrease was largely the
result of lower professional fees caused by the absence of strategic
transactions pursued in 1994. Other operating units broke even for the third
quarter of 1995 compared to 1994 when other operations generated operating
income of $2 million for the quarter.
Results of Discontinued Operations
Income from discontinued operations increased $424 million to $77 million for
the quarter, reflecting the absence of the write down of UPC's waste
management unit in September 1994 and a slight improvement in Resources'
results.
Natural Resources - Resources' third quarter 1995 earnings rose $1 million from
a year ago to $77 million. Operating revenues declined $22 million (6%) to $332
million. Producing properties revenues declined $13 million as the effects of
a 13% decline in average per barrel prices (led by a 21% decline in average
natural gas prices) and lower crude oil volumes (the result of the sale of the
Point Arguello field and volume declines in the Austin Chalk) was only partially
offset by a 21% increase in average natural gas sales volumes (mainly volume
improvements in the Austin Chalk and the Ozona fields) and an 18% improvement in
average natural gas liquids sales volumes. Plants, pipelines and marketing
revenues climbed $8 million, largely the result of the start up of the Wahsatch
pipeline and the expansion of the Panola pipeline. Other oil and gas revenues
declined $15 million due to lower property sales.
Operating expenses for the quarter declined $20 million to $233 million.
Production costs declined $19 million, largely due to a favorable production tax
settlement. Exploration costs fell $6 million as a result of lower dry hole
costs (reflecting the de-emphasis of exploration in a low price environment).
These costs improvements were partially countered by a $6 million increase in
depreciation costs, the result of higher production levels. Operating income
declined $2 million from $101 million a year earlier.
NINE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO SEPTEMBER 30, 1994
Consolidated Results
The Corporation's net income for the first nine months of 1995 was $652 million
($3.17 per share) compared to $290 million ($1.41 per share) for the same period
of 1994. Results for 1994 included a $433 million loss from the discontinuation
of UPC's waste management business unit and the benefit of a one-time $116
million ($0.56 per share) after-tax gain resulting from the sale of the
Wilmington field (see Note 6 to the condensed consolidated financial
statements).
<PAGE> 13
Results of Continuing Operations
Consolidated - Income from continuing operations improved $20 million (5%) for
the period to $440 million ($2.14 per share), as a $113 million improvement at
the Railroad was partially offset by higher corporate expenses and a $56 million
earnings decline at Overnite. Consolidated operating revenues increased $675
million (14%) to $5.51 billion for the period as the Railroad's operating
revenue improvement of $692 million (reflecting the acquisition of CNW,
increased base carloadings and a higher average revenue per car) was partially
countered by lower operating revenues at Overnite.
Consolidated operating expenses rose $611 million to $4.52 billion. CNW
results, rail volume growth and inflation caused increases in salaries, wages
and employee benefits ($268 million), equipment and other rents ($77 million),
fuel costs ($60 million), materials and supplies ($14 million) and third-party
transportation ($13 million). Depreciation charges were up $67 million as a
result of the CNW properties acquired and the Corporation's continuing capital
investment programs. Other increases occurred in cost of real estate sold
($17 million) resulting from higher sales activity; contracted maintenance and
transportation costs ($26 million) and real estate taxes ($15 million),
reflecting the addition of CNW; personal injury costs ($16 million) as a
result of higher claims costs; insurance costs ($12 million) due to the
absence of 1994 flood insurance recoveries and professional fees ($7 million).
Consolidated operating income advanced $64 million (7%) to $995 million for the
first nine months of 1995, reflecting a $149 million improvement at the Railroad
partially offset by weaker operating results at Overnite. Other income
increased $40 million from higher gains on property sales and interest
associated with the third quarter Railroad Retirement Tax claim settlement.
Interest expense rose $73 million, principally from the higher debt levels
associated with the CNW acquisition and Southern Pacific tender offer.
Corporate expenses were up $12 million, resulting from higher executive
compensation accruals and the absence of 1994 stock appreciation rights credits.
CHANGES IN CONSOLIDATED FINANCIAL CONDITION
Cash from continuing operations for the first nine months of 1995 was $1,121
million, up $261 million from a year ago, as a result of improvements in
operating results and higher non-cash expenses (mainly depreciation, casualty
accruals and deferred taxes).
Cash used in investing activities increased $1.32 billion to $2.39 billion for
the period. In 1995, the Corporation used $1,170 million to finance the
acquisition of CNW and $976 million to fund the Southern Pacific cash tender
offer. These increased investments were partially countered by the receipt of
$225 million in proceeds from the sale of UPC's waste management unit, the
absence of the $725 million acquisition of Amax Oil & Gas, Inc. in 1994 and
slightly lower capital spending. Financing activities increased $913 million as
UPC incurred incremental debt to finance its acquisition activities.
The ratio of debt to debt plus equity increased to 56.5% at September 30, 1995
compared to 46.6% at December 31, 1994. This increase resulted from increased
debt levels caused by the purchase of CNW and Southern Pacific shares, partly
mitigated by 1995 earnings and the proceeds from the sale of UPC's waste
management business.
<PAGE> 14
OTHER DEVELOPMENTS
Commitments and Contingencies - There are various lawsuits pending against the
Corporation and certain of its subsidiaries. The Corporation is also subject to
Federal, state and local environmental laws and regulations and is currently
participating in the investigation and remediation of numerous sites. Where the
remediation costs can be reasonably determined, and where such remediation is
probable, the Corporation has recorded a liability. In addition, the
Corporation has entered into commitments and provided guarantees for specific
financial and contractual obligations of its subsidiaries and affiliates.
The Corporation does not expect that the lawsuits, environmental costs,
commitments or guarantees will have a material adverse effect on its
consolidated financial condition or its results of operations.
Accounting Pronouncements - The Financial Accounting Standards Board (FASB) has
issued Statement No. 121 "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of," which establishes methods for
determining and measuring an impairment of long-lived assets. Adoption of
Statement 121 is required in 1996. Although the Corporation is still evaluating
Statement 121, UPC does not expect that the adoption of Statement 121 will have
a material adverse effect on the Corporation's operating results or financial
condition. In addition, the FASB has issued Statement No. 123 "Accounting for
Stock-Based Compensation," which requires certain disclosures about costs
associated with stock-based employee compensation plans. Adoption of Statement
123 is required in 1996 and will not significantly impact the Corporation.
<PAGE> 15
PART II. OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings
In 1993, the Railroad entered into an Administrative Order on Consent
with the Environmental Protection Agency (EPA) and the State of Utah to
remove lead contaminated soil from property that had been leased to a
battery recycler in the early 1980s. The Order called for completion
of the removal action by September 15, 1994. However, because of
various logistical problems, the work was not completed until October
18, 1994. Because the Order contained a provision requiring that
stipulated penalties be paid for each day that work continued beyond
the deadline, the EPA demanded $160,000 as a stipulated penalty
payment. The Railroad initiated dispute resolution and settled this
matter for $120,000, $90,000 of which was reimbursed by the contractor
responsible for the delays.
As previously reported in the Corporation's Form 10-Q for the quarter
ended June 30, 1995, in July 1995 the Butte County (Oroville,
California) District Attorney advised that a civil penalty action would
be filed against the Railroad for violations resulting from a
derailment and spill of diesel fuel into the Feather River in Peo,
California on April 14, 1995. In late July the California Regional
Water Quality Control Board also filed a separate penalty action
seeking $40,000 for the same incident. This latter action was settled
for $40,000. A further demand for penalties from the California
Department of Fish and Game is expected but not determinable at this
time.
As previously reported in the Corporation's Form 10-K for the year
ended December 31, 1994, the EPA filed an Administrative Complaint and
Notice of Opportunity for Hearing under the Toxic Substances Control
Act alleging failure by Resources to submit certain gas plant chemical
inventory reports by the regulatory deadline of February 21, 1991.
Resources had in fact filed the reports in October 1993. The Complaint
initially sought penalties totaling $330,000. Following discussions
with the EPA and following the purchase of AMAX Oil & Gas, Inc. in
March 1994 including additional AMAX gas processing facilities,
Resources filed amended inventory reports on August 16, 1994. On
August 25, 1994, the EPA amended the Complaint to propose aggregate
civil penalties of $378,000. Pursuant to subsequent negotiations,
Resources paid a penalty of $84,000 in settlement of this matter.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
--------
(10)(a) - Executive Incentive Plan of Union Pacific Resources Group Inc. is
incorporated by reference to Exhibit 10.9 to the Registration
Statement on Form S-1 (No. 33-95398) filed by Union Pacific
Resources Group Inc.
(10)(b) - 1995 Stock Option and Retention Stock Plan of Union Pacific
Resources Group Inc. is incorporated by reference to Exhibit
10.10 to the Registration Statement on Form S-1 (No. 33-95398)
filed by Union Pacific Resources Group Inc.
<PAGE> 16
(10)(c) - Form of Conversion Agreement is incorporated by reference to
Exhibit 10.13(a) to the Registration Statement on Form S-1 (No.
33-95398) filed by Union Pacific Resources Group Inc.
(10)(d) - Conversion Agreement for Drew Lewis.
(10)(e) - Conversion Agreement for Jack L. Messman.
(11) - Computation of earnings per share.
(12) - Computation of ratio of earnings to fixed charges.
(27) - Financial data schedule.
(b) Reports on Form 8-K
-------------------
On August 14, 1995, the Corporation filed a Current Report on Form 8-K,
announcing the execution of a definitive merger agreement and certain
other agreements related to the acquisition of Southern Pacific Rail
Corporation.
On September 15, 1995, the Corporation filed a Current Report on Form
8-K, announcing the final proration factor with respect to the tender
offer for Southern Pacific Rail Corporation common stock.
<PAGE> 17
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 9, 1995
UNION PACIFIC CORPORATION
(Registrant)
/s/ M. B. Smith
-----------------------------
M. B. Smith,
Vice President and Controller
(Chief accounting officer
and duly authorized officer)
<PAGE> EXHIBIT INDEX
UNION PACIFIC CORPORATION
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(10)(a) Executive Incentive Plan of Union Pacific Resources
Group Inc. is incorporated by reference to Exhibit 10.9
to the Registration Statement on Form S-1 (No. 33-95398)
filed by Union Pacific Resources Group Inc.
(10)(b) 1995 Stock Option and Retention Stock Plan of Union
Pacific Resources Group Inc. is incorporated by
reference to Exhibit 10.10 to the Registration Statement
on Form S-1 (No. 33-95398) filed by Union Pacific
Resources Group Inc.
(10)(c) Form of Conversion Agreement is incorporated by
reference to Exhibit 10.13(a) to the Registration
Statement on Form S-1 (No. 33-95398) filed by Union
Pacific Resources Group Inc.
(10)(d) Conversion Agreement for Drew Lewis.
(10)(e) Conversion Agreement for Jack L. Messman.
(11) Computation of earnings per share.
(12) Computation of ratio of earnings to fixed charges.
(27) Financial data schedule.
<PAGE> 1
Exhibit 10(d)
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
CONVERSION AGREEMENT
--------------------
September 29, 1995
Mr. Drew Lewis:
Dear Mr. Lewis:
This Letter Agreement will evidence your agreement with Union Pacific
Resources Group Inc. (the "Company") and Union Pacific Corporation ("UPC") to
convert certain stock options ("UPC Stock Options") which have been awarded to
you under one or more of the following: the 1993 Stock Option and Retention
Stock Plan of Union Pacific Corporation, the 1988 Stock Option and Restricted
Stock Plan of Union Pacific Corporation and/or the 1982 Stock Option and
Restricted Stock Plan of Union Pacific Corporation (collectively, "UPC Plans").
In exchange for your surrender of UPC Stock Options, you will receive, in
accordance with the terms and conditions set forth below, a grant of
non-qualified stock options for Common Stock of the Company ("Common Stock")
under the 1995 Stock Option and Retention Stock Plan of the Company (the
"1995 Stock Option Plan"), a copy of which is attached hereto and made a part
hereof.
1. CONVERSION OF OPTIONS. In accordance with the 1995 Stock Option Plan,
you hereby agree to surrender to UPC all your rights under and interests in the
UPC Options below in exchange for a grant from the Company of stock options
("Rollover Options") under the 1995 Stock Option Plan upon completion of the
"Offerings" (described in the Preliminary Prospectus dated September 12, 1995).
Please indicate by marking the box below all UPC Options that will be converted
pursuant to the terms of this Agreement.
UPC Options
- -----------
Date Number Exercise Date
Of Grant of Shares Price NQ of Conversion
-------- --------- -------- -- -------------
12/15/94 116,666* $47.00 NQ IPO Date
* 58,333 shares become exercisable on 12/15/96
58,333 shares become exercisable on 12/15/97
<PAGE> 2
2. NUMBER AND EXERCISE PRICE OF ROLLOVER OPTIONS. All Rollover Options
will be non-qualified stock options. The exercise price of the Rollover Options
is based on a formula utilizing the initial public offering price of the Common
Stock in the Offerings ("IPO Price"). The exercise price applicable to each IPO
Rollover Option will be the product of (i) the IPO Price (the "Company
Calculation Price"), and (ii) the ratio of the per-share exercise price of the
applicable UPC Option to the Fair Market Value (as defined below) of common
stock, $2.50 par value, of Union Pacific Corporation ("UPC Common Stock") on the
date of commencement of the Offerings ("UPC Calculation Price"). Each IPO
Rollover Option issued upon such exchange will entitle the holder to purchase
the number of shares of Common Stock obtained by multiplying the number of
shares of UPC Common Stock underlying the applicable UPC Option by a fraction,
the numerator of which is the spread between the exercise price of the
applicable UPC Option and the UPC Calculation Price, and the denominator of
which is the spread between the exercise price of the Rollover Option and the
Company Calculation Price. Exercise prices will be rounded to the nearest
cent, or down if there is no nearest cent. The "Fair Market Value" of UPC
Common Stock shall be the average of the high and low trading prices (regular
way) of shares of UPC Common Stock as reported in The Wall Street Journal
listing of consolidated trading on the New York Stock Exchange. No Rollover
Options to purchase fractional shares of Common Stock will be granted. All
fractions of shares of Common Stock subject to Rollover Options will be
rounded up to the next whole number. Until the date that your UPC Options are
converted to Rollover Options, you may exercise any UPC Options that are
exercisable on the date of such exercise.
3. DURATION AND EXERCISE OF THE OPTIONS. The Rollover Options shall be
exercisable upon the terms and conditions of the 1995 Stock Option Plan, as
supplemented by this Agreement, and not otherwise. As provided in the
1995 Stock Option Plan, the vesting and expiration of Rollover Options shall be
determined as if the grant date were the date upon which the original UPC
Options were granted under the UPC Plans. The term of each Rollover Option
shall be a period ending at the close of business on the tenth anniversary of
the date of grant of the original UPC Option for which such Rollover Option was
exchanged, subject to earlier termination as provided below. The Rollover
Options must be exercised in portions of not less than 100 shares, or any
integral multiple thereof, except
<PAGE> 3
to complete the exercise of any Rollover Option. The Rollover Options are also
subject to forfeiture in the event of your termination of employment or
death, as contemplated in paragraphs (h) and (i) of Section 6 of the
1995 Stock Option Plan, except that any termination of your service as a
director of the Company, other than a termination for gross
misconduct, shall be deemed to be a "retirement under the provisions of the
Company's or a subsidiary's pension plan.".
4. METHOD OF EXERCISE. The Rollover Options may be exercised, during your
lifetime, only by you. Exercise of the Rollover Options shall be by appropriate
written notice delivered to the Secretary of the Company, at its principal
business office, (a) accompanied by a check payable to the order of the Company;
or (b) accompanied by shares of previously acquired Common Stock owned by you,
to the extent that such payment does not require the surrender of a fractional
share of such previously acquired stock, for the shares to be purchased; or (c)
if you are then eligible, through the withholding of shares equal to the
exercise price.
5. APPLICABILITY OF THE PLAN. This Agreement and the Rollover Options
granted hereunder are subject to all of the terms and conditions of the 1995
Stock Option Plan and may not be assigned or transferred, except by will or the
laws of descent and distribution in the case of the death of an optionee, as
provided in paragraph (i) of Section 6 of the 1995 Stock Option Plan.
6. WITHHOLDING TAXES. Upon exercise of a non-qualified Rollover Option,
you must arrange for the payment to the Company of all applicable withholding
taxes resulting from such exercise promptly after you have been notified of the
amount thereof by the Secretary of the Company. Shares will be withheld to pay
withholding taxes if you have made a proper election to pay withholding taxes in
this manner.
<PAGE> 4
To confirm your acceptance of the foregoing, kindly sign and promptly
return one copy of this Letter Agreement to the Company.
Sincerely,
UNION PACIFIC RESOURCES GROUP INC.
By /s/ Drew Lewis
---------------------------------------
President and Chief Executive Officer
UNION PACIFIC CORPORATION
By /s/ Ursula F. Fairbairn
---------------------------------------
Senior Vice President - Human Resources
Accepted:
/s/ Drew Lewis Date: October 2, 1995
- --------------
Participant
<PAGE> 1
Exhibit 10(f)
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
CONVERSION AGREEMENT
--------------------
September 29, 1995
Mr. Jack L. Messman
Dear Mr. Messman:
This Letter Agreement will evidence your agreement with Union Pacific
Resources Group Inc. (the "Company") and Union Pacific Corporation ("UPC") to
convert certain incentive stock options ("ISO's") and/or non-qualified stock
options (collectively, "UPC Stock Options") and/or restricted stock and
retention stock ("UPC Retention Shares") which have been awarded to you under
one or more of the following: the 1993 Stock Option and Retention Stock Plan of
Union Pacific Corporation, the 1990 Retention Stock Plan of Union Pacific
Corporation, the 1988 Stock Option and Restricted Stock Plan of Union Pacific
Corporation and/or the 1982 Stock Option and Restricted Stock Plan of Union
Pacific Corporation (collectively, "UPC Plans"). In exchange for your
surrender of UPC Stock Options and/or UPC Retention Shares, you will receive,
in accordance with the terms and conditions set forth below, a grant of ISOs,
non-qualified stock options, and/or an award of retention shares of Common
Stock of the Company ("Common Stock") under the 1995 Stock Option and Retention
Stock Plan of the Company (the "1995 Stock Option Plan"), a copy of which is
attached hereto and made a part hereof.
1. CONVERSION OF OPTIONS AND RETENTION SHARES. In accordance with the
1995 Stock Option Plan, you hereby agree to surrender to UPC all your rights
under and interests in the UPC Options and/or UPC Retention Shares designated
below in exchange for a grant or award from the Company of stock options
("Rollover Options") and/or retention stock ("Rollover Retention Shares") under
the 1995 Stock Option Plan either upon completion of the "Offerings" (described
in the Preliminary Prospectus dated September 12, 1995) or, in the case of
certain Rollover Options granted in exchange for UPC Options that are ISOs, upon
consummation of the "Distribution" (the distribution of Union Pacific
Corporation's remaining ownership interest to its stockholders). The following
<PAGE> 2
UPC ISOs will be converted to Company ISOs upon consummation of the
Distribution:
UPC ISOs
- --------
Date Number Exercise
of Grant of Shares Price
-------- --------- --------
09/26/91 2,000 $46.61
09/24/92 1,700 54.13
11/18/93 1,500 63.75
12/15/94 6,000 47.00
Please indicate by marking the box(s) below all other UPC Options and UPC
Retention Shares that will be converted pursuant to the terms of this
Agreement.
UPC Options
- -----------
Date Number Exercise Date of
of Grant of Shares Price ISO* or NQ Conversion
-------- --------- -------- ---------- ----------
09/26/91 18,000 $46.66 NQ IPO Date
09/24/92 38,300 54.13 NQ IPO Date
11/18/93 38,500 63.75 NQ IPO Date
12/15/94 144,000 47.00 NQ IPO Date
* ISOs convert to NQs on IPO Date.
UPC Retention Shares
- --------------------
Date Number Date of
of Grant of Shares Conversion
-------- --------- ----------
11/18/93 40,000 IPO Date
12/15/94 40,000 IPO Date
OPTIONS
-------
2. NUMBER AND EXERCISE PRICE OF ROLLOVER OPTIONS. Rollover Options
granted upon the completion of the Offerings will be non-qualified stock
options, even if the UPC Options surrendered for exchange are ISO'S. Rollover
Options granted on the consummation of the Distribution in exchange for
UPC Options that are ISOs will be ISOs. The exercise price of the Rollover
Options to be granted in exchange for UPC Options upon completion of the
Offerings ("IPO Rollover Options") is based on a formula utilizing the initial
public offering price of the Common Stock in the Offerings ("IPO Price"). The
exercise price applicable to each IPO Rollover Option will be the product of
(i) the IPO Price (the "Company Calculation Price"), and (ii) the ratio of the
per-share exercise price of the applicable UPC Option to the Fair Market Value
(as defined below) of common stock, $2.50 par value, of Union Pacific
Corporation ("UPC Common Stock")
<PAGE> 3
on the date of commencement of the Offerings ("UPC Calculation Price"). Each
IPO Rollover Option issued upon such exchange will entitle the holder to
purchase the number of shares of Common Stock obtained by multiplying the
number of shares of UPC Common Stock underlying the applicable UPC Option
by a fraction, the numerator of which is the spread between the exercise
price of the applicable UPC Option and the UPC Calculation Price, and the
denominator of which is the spread between the exercise price of the Rollover
Option and the Company Calculation Price. The exercise price and number of
Rollover Options to be granted in exchange for UPC Options at the date the
Distribution is effected ("Distribution Rollover Options") will be calculated
in the same manner as the exercise price and number of IPO Rollover Options,
except that the UPC Calculation Price will be the Fair Market Value of
UPC Common Stock on the last day that purchasers in regular way trading in
UPC Common Stock would receive the right to Common Stock in the Distribution
(the "Distribution Date") and the Company Calculation Price shall be the Fair
Market Value of Common Stock on the Distribution Date. Exercise prices will
be rounded to the nearest cent, or down if there is no nearest cent. The
"Fair Market Value" of either UPC Common Stock or Common Stock shall be the
average of the high and low trading prices (regular way) of shares of UPC Common
Stock or Common Stock, as the case may be, as reported in The Wall Street
Journal listing of consolidated trading on the New York Stock Exchange.
No Rollover Options to purchase fractional shares of Common Stock will
be granted. All fractions of shares of Common Stock subject to Rollover Options
will be rounded up to the next whole number, except in the case of Rollover
Options that are ISO's, which will be rounded down to the nearest whole number.
Until the date that your UPC Options are converted to Rollover Options, you may
exercise any UPC Options that are exercisable on the date of such exercise.
In the event that the Distribution does not occur prior to December 31, 1996,
the UPC Options to be exchanged on the Distribution Date will not be so
exchanged, and no Rollover Options will be granted pursuant hereto
in exchange for such UPC Options.
3. DURATION AND EXERCISE OF THE OPTIONS. The Rollover Options shall be
exercisable upon the terms and conditions of the 1995 Stock Option Plan, as
supplemented by this Agreement, and not otherwise. As provided in the
1995 Stock Option Plan, the vesting and expiration of Rollover Options
shall be determined as if the grant date were the date upon which the original
UPC Options were
<PAGE> 4
granted under the UPC Plans. The term of each Rollover Option shall be a period
ending at the close of business on the tenth anniversary of the date of grant of
the original UPC Option for which such Rollover Option was exchanged, subject to
earlier termination as provided in the 1995 Stock Option Plan. The Rollover
Options must be exercised in portions of not less than 100 shares, or any
integral multiple thereof, except to complete the exercise of any Rollover
Option. The Rollover Options are also subject to forfeiture in the event of
your termination of employment or death, as contemplated in paragraphs (c),
(d) and (e) of Section 8 of the 1995 Stock Option Plan, as it relates to
an ISO, and (h) and (i) of Section 6 of the 1995 Stock Option Plan,
as it relates to a non-qualified Rollover Option.
4. METHOD OF EXERCISE. The Rollover Options may be exercised, during
your lifetime, only by you. Exercise of the Rollover Options shall be by
appropriate written notice delivered to the Secretary of the Company, at its
principal business office, (a) accompanied by a check payable to the order of
the Company; or (b) accompanied by shares of previously acquired
Common Stock owned by you, to the extent that such payment does not require
the surrender of a fractional share of such previously acquired stock,
for the shares to be purchased; or (c) if you are then eligible, through
the withholding of shares equal to the exercise price.
5. APPLICABILITY OF THE PLAN. This Agreement and the Rollover Options
granted hereunder are subject to all of the terms and conditions of the 1995
Stock Option Plan and may not be assigned or transferred, except by will or the
laws of descent and distribution in the case of the death of an optionee, as
provided in paragraph (d) of Section 8 and paragraph (i) of Section 6 of the
1995 Stock Option Plan.
6. WITHHOLDING TAXES. Upon exercise of a non-qualified Rollover
Option, you must arrange for the payment to the Company of all applicable
withholding taxes resulting from such exercise promptly after you have been
notified of the amount thereof by the Secretary of the Company. Shares will be
withheld to pay withholding taxes if you have made a proper election to pay
withholding taxes in this manner.
<PAGE> 5
RETENTION SHARES
----------------
7. CONVERSION OF SHARES. You hereby agree to surrender each UPC
Retention Share indicated in paragraph 1 of this Letter Agreement in exchange
for Rollover Retention Shares on the closing date of the Offerings. The
number of Rollover Retention shares to be issued will equal the number
of UPC Retention Shares surrendered multiplied by a fraction, the numerator of
which is the UPC Calculation Price and the denominator of which is the
Company Calculation Price. Any fraction of a Rollover Retention Share will be
rounded up to a whole Rollover Retention Share.
8. RESTRICTION PERIOD. The periods during which the restrictions set
forth herein and in the 1995 Stock Option Plan shall apply to the Rollover
Retention Shares granted to you shall commence on the date hereof and expire on
the same dates as the restrictions on the UPC Retention Shares exchanged for
such Rollover Retention Shares would have expired unless any period is sooner
terminated under provisions of the 1995 Stock Option Plan (the "Restriction
Periods").
9. RESTRICTIONS. At the time of the above award of Rollover Retention
Shares to you, a certificate representing the number of shares of Common Stock
awarded shall be registered in your name but shall be held by the Company for
your account. You shall have the entire beneficial ownership interest in, and
all rights and privileges of a stockholder as to, such Rollover Retention
Shares, including the right to vote such Rollover Retention Shares, subject
to the following restrictions: (i) the Company will withhold all
dividends paid on such Rollover Retention Shares during the applicable
Restriction Periods; (ii) subject to Section 9(c) of the 1995 Stock Option
Plan, you shall not be entitled to delivery of the stock certificate until
the expiration of the applicable Restriction Period; (iii) none of the
Rollover Retention Shares may be sold, transferred, assigned, pledged, or
otherwise encumbered or disposed of during the applicable Restriction Period;
and (iv) all of the Rollover Retention Shares shall be forfeited and all of
your rights to such Rollover Retention Shares and to the dividends withheld
by the Company as described in clause (i), above shall terminate without
further obligation on the part of the Company unless you remain
in the continuous employment of the Company or a Subsidiary for the entire
<PAGE> 6
Restriction Period, except as provided by Section 9(c) of the 1995 Stock Option
Plan. Any shares of Common Stock or other securities received as a result of a
transaction listed in Section 11 of the 1995 Stock Option Plan shall be subject
to the same restrictions as such Rollover Retention Shares.
10. PAYMENT OF RETENTION SHARES. At the end of the applicable Restriction
Period or at such earlier time as provided for in Section 9(c) of the
1995 Stock Option Plan, all restrictions applicable to the appropriate Rollover
Retention Shares shall lapse, and a stock certificate for a number of shares of
Common Stock equal to such number of Rollover Retention Shares, free of all
restrictions, and all dividends paid on such Rollover Retention Shares during
the applicable Restriction Period but withheld by the Company, shall be
delivered to you or your beneficiary or estate, as the case may be.
11. ADDITIONAL TERMS AND CONDITIONS. Under the terms of the award of
Rollover Retentions Shares, the Committee administering the Plan has determined
that in case of retirement prior to age 65 at the request of the Company, clause
(c)(i)(A)(ii) of Section 9 of the Plan shall not apply to the Rollover Retention
Shares. In addition, you hereby agree that should you voluntarily terminate
your employment with the Company or any subsidiary prior to December 15, 1999,
for two years thereafter you will not solicit the employment of or hire
any individual who is an employee of UPC, the Company or any subsidiary of
either of them at the time of such termination of employment.
12. WITHHOLDING. Upon the lapse of the restrictions applicable to the
Rollover Retention Shares, you must arrange for the payment to the Company of
all applicable withholding taxes resulting therefrom promptly after you
have been notified of the amount thereof by the Secretary of the Company.
Shares will be withheld to pay withholding taxes if you do not make the
election referred to below and have made a proper election to pay
withholding taxes in this manner.
<PAGE> 7
To confirm your acceptance of the foregoing, kindly sign and promptly
return one copy of this Letter Agreement to the Company.
Sincerely,
UNION PACIFIC RESOURCES GROUP INC.
By /s/ Anne M. Franklin
--------------------------------------
Vice President - People
UNION PACIFIC CORPORATION
By /s/ Drew Lewis
-------------------------------------
Chairman and Chief Executive Officer
Accepted:
/s/ Jack L. Messman Date: October 8, 1995
- -------------------
Jack L. Messman
<TABLE>
<CAPTION>
Exhibit 11
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
COMPUTATION OF EARNINGS PER SHARE
---------------------------------
(Amounts in Thousands, Except Per Share Amounts)
(Unaudited)
Nine Months
Ended September 30,
-------------------
1995 1994
---- ----
<S> <C> <C>
Average number of shares outstanding........... 204,911 205,101
Average shares issuable on exercise of stock
options less shares repurchasable from
proceeds..................................... 857 530
-------- --------
Total average number of common and common
equivalent shares............................ 205,768 205,631
======== ========
Income from Continuing Operations.............. $440,091 $420,074
Income (Loss) from Discontinued Operations..... 211,525 (129,489)
-------- --------
Net Income..................................... $651,616 $290,585
======== ========
Earnings per share:
Income from Continuing Operations............ $ 2.14 $ 2.04
Income (Loss) from Discontinued Operations... 1.03 (0.63)
-------- --------
Net Income................................... $ 3.17 $ 1.41
======== ========
</TABLE>
<TABLE>
<CAPTION>
Exhibit 12
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
-------------------------------------------------
(Amounts in Thousands, Except Ratios)
(Unaudited)
Nine Months
Ended September 30,
-------------------
1995 1994
---- ----
<S> <C> <C>
Earnings:
Income from continuing operations............. $ 440,091 $420,074
Add (deduct) distributions greater (to
extent less) than income of unconsolidated
affiliates................................ (25,083) (34,769)
---------- --------
Total............................... 415,008 385,305
---------- --------
Income Taxes:
Federal, state and local...................... 251,502 252,645
---------- --------
Fixed Charges:
Interest expense including amortization of
debt discount............................. 328,016 254,965
Portion of rentals representing an interest
factor.................................... 38,494 31,817
---------- --------
Total............................... 366,510 286,782
---------- --------
Earnings available for fixed charges............ $1,033,020 $924,732
========== ========
Fixed charges -- as above....................... $ 366,510 $286,782
Interest capitalized............................ -- 125
---------- --------
Total fixed charges................. $ 366,510 $286,907
========== ========
Ratio of earnings to fixed charges.............. 2.8 3.2
========== ========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
UNION PACIFIC CORPORATION
FINANCIAL DATA SCHEDULE - EXHIBIT 27
($ in millions except per share amounts)
(unaudited)
Schedule contains summary financial information extracted from the
Statements of Consolidated Income and Consolidated Financial
Position and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 91
<SECURITIES> 0
<RECEIVABLES> 473
<ALLOWANCES> 0
<INVENTORY> 281
<CURRENT-ASSETS> 1,095
<PP&E> 17,845
<DEPRECIATION> 4,527
<TOTAL-ASSETS> 18,702
<CURRENT-LIABILITIES> 2,557
<BONDS> 6,546
<COMMON> 581
0
0
<OTHER-SE> 4,933
<TOTAL-LIABILITY-AND-EQUITY> 18,702
<SALES> 0
<TOTAL-REVENUES> 5,512
<CGS> 0
<TOTAL-COSTS> 4,517
<OTHER-EXPENSES> 80
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 328
<INCOME-PRETAX> 692
<INCOME-TAX> 252
<INCOME-CONTINUING> 440
<DISCONTINUED> 212
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 652
<EPS-PRIMARY> 3.17
<EPS-DILUTED> 3.17
</TABLE>
