<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 10-K405/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, 1994
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 (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
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 February 10, 1995, the aggregate market value of the registrant's
Common Stock held by non-affiliates (using the New York Stock Exchange closing
price) was approximately $10,459,863,003.
The number of shares outstanding of the registrant's Common Stock as of
February 10, 1995 was 205,911,168.
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, 1994 (Parts I and II); and (2)registrant's definitive Proxy
Statement for the annual meeting of stockholders to be held on April 21, 1995
(Part III).
<PAGE> 2
The undersigned Registrant hereby amends its Annual Report on Form 10-K for
the fiscal year ended December 31, 1994 to correct the Form Type of the report
from Form 10-K to Form 10-K405, and 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,
1994 required by Form 11-K
(99)(b) Financial Statements for the Fiscal Year ended December 31,
1994 required by Form 11-K for the Union Pacific Fruit Express
Company Agreement Employee 401(k) Retirement Thrift Plan.
(99)(c) Financial Statements for the Fiscal Year ended December 31,
1994 required by Form 11-K for the Skyway Retirement Savings
Plan.
(99)(d) Financial Statements for the Fiscal Year ended December 31,
1994 required by Form 11-K for the Union Pacific Agreement
Employee 401(k) Retirement Thrift Plan.
(99)(e) Financial Statements for the Fiscal Year ended December 31,
1994 required by Form 11-K for the Union Pacific Motor Freight
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 23rd
day of June 1995.
UNION PACIFIC CORPORATION
By /s/ Drew Lewis
-------------------------------------
(Drew Lewis,
Chairman and Chief Executive Officer and
Principal Executive Officer)
<PAGE> 4
EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
(23) Independent Auditors' Consents
(99)(a) Financial Statements for the Fiscal Year ended December 31,
1994 required by Form 11-K for the Union Pacific Corporation
Thrift Plan.
(99)(b) Financial Statements for the Fiscal Year ended December 31,
1994 required by Form 11-K for the Union Pacific Fruit Express
Company Agreement Employee 401(k) Retirement Thrift Plan.
(99)(c) Financial Statements for the Fiscal Year ended December 31, 1994
required by Form 11-K for the Skyway Retirement Savings Plan.
(99)(d) Financial Statements for the Fiscal Year ended December 31, 1994
required by Form 11-K for the Union Pacific Agreement Employee
401(k) Retirement Thrift Plan.
(99)(e) Financial Statements for the Fiscal Year ended December 31, 1994
required by Form 11-K for the Union Pacific Motor Freight
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
May 12, 1995 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, 1994.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
June 23, 1995
<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 12, 1995 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, 1994.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
June 23, 1995
<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
April 14, 1995 appearing in Exhibit 99(c) of Amendment No. 1 to the Annual
Report on Form 10-K of Union Pacific Corporation for the year ended December
31, 1994.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
San Jose, California
June 23, 1995
<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 12, 1995 appearing in Exhibit 99(d) of Amendment No. 1 to the Annual Report
on Form 10-K of Union Pacific Corporation for the fiscal year ended
December 31, 1994.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
June 23, 1995
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-54811 of Union Pacific Corporation on Form S-8 of our report dated
May 12, 1995 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, 1994.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
June 23, 1995
<PAGE>
Exhibit 99(a)
Union Pacific Corporation Thrift Plan
Financial Statements and Supplemental Information by Fund for the Years Ended
December 31, 1994 and 1993 and Independent
Auditors' Report
<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
Supplemental Information by Fund as of
December 31, 1994. . . . . . . . . . . . . . . . F-3 - F-4
Statement of Net Assets Available for Benefits, with
Supplemental Information by Fund as of
December 31, 1993. . . . . . . . . . . . . . . . F-5 - F-6
Statement of Changes in Net Assets Available for
Benefits, with Supplemental Information by Fund
for the year ended December 31, 1994 . . . . . . F-7 - F-8
Statement of Changes in Net Assets Available for
Benefits, with Supplemental Information by Fund
for the year ended December 31, 1993 . . . . . . F-9 - F-10
Notes to Financial Statements . . . . . . . . . . . . F-11- F-15
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
----------------------------
Union Pacific Corporation Thrift Plan:
We have audited the accompanying statements of net assets available for
benefits of Union Pacific Corporation Thrift Plan (the "Plan") as of December
31, 1994 and 1993, 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,
1994 and 1993, 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 information by fund
in the statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for the purpose of
additional analysis rather than to present the net assets available for
benefits and changes in net assets available for benefits of the individual
funds. The supplemental information by fund is the responsibility of the
Plan's management. Such Supplemental Information by fund has been subjected
to the auditing procedures applied in our audits 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.
DELOITTE & TOUCHE LLP
New York, New York
May 12, 1995
<PAGE> F-3
<TABLE>
<CAPTION>
Page 1 of 2
UNION PACIFIC CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
WITH SUPPLEMENTAL INFORMATION BY FUND
December 31, 1994
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------------
Company
Total Company Equity Fixed Stock
Plan Stock Index Income (PAYSOP)
----- ------- ------ ------ --------
ASSETS:
<S> <C> <C> <C> <C> <C>
Investments at Fair Value
(Note 3)......................... $283,266,602 $102,059,840 $49,774,728 $75,208,910 $5,759,604
Accounts Receivable:
Accrued Interest and Dividends... 989,836 937,375 -- -- 52,461
------------ ------------ ----------- ----------- ----------
Total Assets.................. 284,256,438 102,997,215 49,774,728 75,208,910 5,812,065
------------ ------------ ----------- ----------- ----------
Net Assets Available
for Benefits..................... $284,256,438 $102,997,215 $49,774,728 $75,208,910 $5,812,065
============ ============ =========== =========== ==========
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
WITH SUPPLEMENTAL INFORMATION BY FUND
December 31, 1994
SUPPLEMENTAL INFORMATION BY FUND
-------------------------------------------------------------------
Loan U.S. International Bond
Fund Wellington Growth Growth Index
---- ---------- ------ ------------- -----
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at Fair Value
(Note 3)......................... $14,948,471 $12,978,916 $4,488,203 $15,952,683 $2,095,247
Accounts Receivable:
Accrued Interest and Dividends... -- -- -- -- --
----------- ----------- ---------- ----------- ----------
Total Assets.................. 14,948,471 12,978,916 4,488,203 15,952,683 2,095,247
----------- ----------- ---------- ----------- ----------
Net Assets Available
for Benefits..................... $14,948,471 $12,978,916 $4,488,203 $15,952,683 $2,095,247
=========== =========== ========== =========== ==========
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
WITH SUPPLEMENTAL INFORMATION BY FUND
December 31, 1993
SUPPLEMENTAL INFORMATION BY FUND
------------------------------------------------------
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
------------ ------------ ----------- ----------- ----------
Total Assets.................. 300,623,273 108,088,919 51,378,881 89,408,145 8,066,882
------------ ------------ ----------- ----------- ----------
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-6
<TABLE>
<CAPTION>
Page 2 of 2
UNION PACIFIC CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
WITH SUPPLEMENTAL INFORMATION BY FUND
December 31, 1993
SUPPLEMENTAL INFORMATION BY FUND
---------------------------------------------------------------
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... -- -- -- -- --
----------- ----------- ---------- ----------- ----------
Total Assets.................. 14,839,589 11,232,599 3,339,795 11,785,693 2,482,770
----------- ----------- ---------- ----------- ----------
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-7
<TABLE>
<CAPTION
Page 1 of 2
UNION PACIFIC CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH SUPPLEMENTAL INFORMATION BY FUND
Year Ended December 31, 1994
SUPPLEMENTAL INFORMATION BY FUND
-----------------------------------------------
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.................. $ 3,417,007 $ 3,212,054 $ -- $ -- $ 204,953
Other.......................... 2,515,426 -- 1,668,928 -- --
Interest Income.................. 6,435,803 61,317 -- 5,267,929 3,459
------------ ------------ ----------- ----------- ----------
12,368,236 3,273,371 1,668,928 5,267,929 208,412
Net Appreciation (Depreciation)
in Fair Value of Investments
(Note 3)......................... (39,415,374) (32,085,842) (959,936) (3,241,638) (2,132,097)
Net Transfers Among Funds.......... -- 20,747,102 (5,373,456) (17,691,367) --
Contributions by:
Participants..................... 17,333,706 5,574,134 3,792,772 4,372,834 --
Company (Net of Forfeitures-
Note 1)........................ 6,283,322 2,174,240 1,350,127 1,587,864 --
Distributions to Participants...... (12,936,725) (4,774,709) (2,082,588) (4,494,857) (331,132)
Net Transfer of Assets from (to)
the Union Pacific Resources
Thrift Plan...................... -- -- -- -- --
------------ ------------ ----------- ----------- ----------
Net Increase (Decrease)............ (16,366,835) (5,091,704) (1,604,153) (14,199,235) (2,254,817)
Net Assets Available for Benefits
at Beginning of Year............. 300,623,273 108,088,919 51,378,881 89,408,145 8,066,882
------------ ------------ ----------- ----------- ----------
Net Assets Available for Benefits
at End of Year................... $284,256,438 $102,997,215 $49,774,728 $75,208,910 $5,812,065
============ ============ =========== =========== ==========
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
WITH SUPPLEMENTAL INFORMATION BY FUND
Year Ended December 31, 1994
SUPPLEMENTAL INFORMATION BY FUND
-------------------------------------------------------
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.......................... -- 586,064 52,039 208,395 --
Interest Income.................. 963,426 -- -- -- 139,672
----------- ----------- ---------- ----------- ----------
963,426 586,064 52,039 208,395 139,672
Net Appreciation (Depreciation)
in Fair Value of Investments
(Note 3)......................... -- (673,682) 83,621 (200,197) (205,603)
Net Transfers Among Funds.......... (520,198) 384,065 506,580 2,596,055 (648,781)
Contributions by:
Participants..................... -- 1,398,161 493,478 1,430,995 271,332
Company (Net of Forfeitures-
Note 1)........................ -- 447,233 162,284 468,917 92,657
Distributions to Participants...... (334,346) (395,524) (149,594) (337,175) (36,800)
Net Transfer of Assets from (to)
the Union Pacific Resources
Thrift Plan...................... -- -- -- -- --
----------- ----------- ---------- ----------- ----------
Net Increase (Decrease)............ 108,882 1,746,317 1,148,408 4,166,990 (387,523)
Net Assets Available for Benefits
at Beginning of Year............. 14,839,589 11,232,599 3,339,795 11,785,693 2,482,770
----------- ----------- ---------- ----------- ----------
Net Assets Available for Benefits
at End of Year................... $14,948,471 $12,978,916 $4,488,203 $15,952,683 $2,095,247
=========== =========== ========== =========== ==========
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
WITH SUPPLEMENTAL INFORMATION BY FUND
Year Ended December 31, 1993
SUPPLEMENTAL INFORMATION BY FUND
--------------------------------------------
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-10
<TABLE>
<CAPTION>
Page 2 of 2
UNION PACIFIC CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH SUPPLEMENTAL INFORMATION BY FUND
Year Ended December 31, 1993
SUPPLEMENTAL INFORMATION BY FUND
-------------------------------------------------------
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-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) makes
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, 1994 and 1993 was
1,951 and 1,824, 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, 1994 and 1993, 5,290 and 5,319 members of the
Plan held interests in 4,815 and 4,816 Company Stock accounts, 2,589 and
2,727 Equity Index accounts, 2,820 and 3,107 Fixed Income accounts, 999
and 732 Wellington accounts, 514 and 345 U.S. Growth accounts, 1,072
and 659 International Growth accounts, and 359 and 321 Bond Index accounts,
respectively. In addition, 3,452 and 3,526 members held interests in PAYSOP
accounts at December 31, 1994 and 1993, 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 (GICs), of the underlying assets of the
Fund. The number of units at December 31, 1994 and 1993, and the unit values
at the end of each quarter within the year then ended were as follows:
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
COMPANY STOCK
Number of Units...................... 10,435,566 8,016,498
Unit Value -December 31.............. $ 9.78 $ 13.40
-September 30............. 11.47 13.37
-June 30.................. 12.11 13.05
-March 31................. 12.14 12.97
EQUITY INDEX
Number of Units...................... 4,175,732 4,221,765
Unit Value -December 31.............. $ 11.92 $ 12.17
-September 30............. 12.10 12.02
-June 30.................. 11.60 11.78
-March 31................ 11.62 11.79
FIXED INCOME
Number of Units...................... 7,461,201 8,506,960
Unit Value -December 31.............. $ 10.08 $ 10.51
-September 30............. 10.15 10.55
-June 30.................. 10.19 10.54
-March 31................. 10.30 10.55
PAYSOP
Number of Units...................... 588,917 598,255
Unit Value -December 31.............. $ 9.78 $ 13.40
-September 30............. 11.47 13.37
-June 30.................. 12.11 13.05
-March 31................. 12.14 12.97
</TABLE>
<PAGE> F-13
<TABLE>
<CAPTION>
UNION PACIFIC CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--(Continued)
1994 1993
---- ----
<S> <C> <C>
WELLINGTON
Number of Units...................... 669,361 550,618
Unit Value -December 31.............. $ 19.39 $ 20.40
-September 30............. 19.97 20.69
-June 30.................. 19.51 20.31
-March 31................. 19.42 19.95
U.S. GROWTH
Number of Units...................... 292,773 223,697
Unit Value -December 31.............. $ 15.33 $ 14.93
-September 30............. 15.25 14.65
-June 30.................. 14.58 14.56
-March 31................. 14.51 14.90
INTERNATIONAL GROWTH
Number of Units...................... 1,187,839 872,368
Unit Value -December 31.............. $ 13.43 $ 13.51
-September 30............. 13.97 12.11
-June 30.................. 13.54 10.88
-March 31................. 13.27 10.14
BOND INDEX
Number of Units...................... 228,489 246,796
Unit Value -December 31.............. $ 9.17 $ 10.06
-September 30............. 9.28 10.34
-June 30.................. 9.39 10.22
-March 31................. 9.64 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, 1994 and 1993:
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Company contributions forfeited................... $27,659 $20,074
Applied against current year contributions........ 27,659 20,074
------- -------
Applied to reduce subsequent year contributions... $ -- $ --
======= =======
</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, 1994 and 1993 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, 1994 and 1993, the Plan held percentage interests in
the Master Trusts of 84.5 and 83.5 in Company Stock (including PAYSOP), 64.9
and 66.0 in Equity Index, 61.0 and 64.1 in Fixed Income, 77.5 and 77.6 in the
Loan Fund, 74.4 and 80.8 in Wellington, 73.9 and 77.7 in U.S. Growth, 74.5 and
77.6 in International Growth, and 64.2 and 72.4 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, 1994 and 1993, 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, 1994 and 1993, which is designed to
closely track the investment performance of the Standard and Poor's 500
Composite Stock Index. At December 31, 1994 and 1993, Fixed Income is
comprised of investments in GICs bearing interest at 6.92% to 9.50% and 8.90%
to 9.65%, respectively. GICs are held with insurance companies rated at least
A-1 by Standard & Poors. The maturities of these GICs are generally not
longer than five years and their principal and interest are unconditionally
guaranteed by the respective insurance companies. At December 31, 1994 and
1993, 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
<PAGE> F-15
UNION PACIFIC CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--(Continued)
GICs, Bank Investment Contracts, or the Vanguard Fixed Income Securities Fund
Short-Term Corporate Portfolio. Wellington is invested in the
Vanguard/Wellington Fund at December 31, 1994, which is composed of common
stocks and fixed-income securities. At December 31, 1994, 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, 1994, which is composed of
foreign common stocks with high growth potential. At December 31, 1994, 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 August 1, 1994, the Plan was amended to allow
each Participant to make daily elections to change his/her investment
elections, transfer all or a portion of his/her interest in any Investment
Fund, and/or elect to increase, reduce or totally suspend contributions being
made. 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.
5. Federal Income Taxes - The Company has received a letter of determination
from the Internal Revenue Service dated April 18, 1995, and the Plan
Administrator and the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with section 401(a) of the Internal
Revenue Code of 1986, as amended.
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 provision for Federal income taxes has been 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)
Union Pacific Fruit Express Company
Agreement Employee 401(k) Retirement Thrift Plan
Financial Statements and Supplemental Schedules
For the Year Ended December 31, 1994
and Period August 1, 1993 (Date of Inception)
through December 31, 1993 and Independent
Auditors' Report
<PAGE> F-1
UNION PACIFIC FRUIT EXPRESS COMPANY
EMPLOYEE 401(K) RETIREMENT THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS
Page
----
Independent Auditors' Report . . . . . . . . . . . . . . F-2
Financial Statements:
Statements of Net Assets Available for
Benefits, with Supplemental Information by Fund,
as of December 31, 1994 . . . . . . . . . . . . . . F-3 - F-4
Statement of Net Assets Available for
Benefits, with Supplemental Information by Fund,
as of December 31, 1993 . . . . . . . . . . . . . . F-5
Statements of Changes in Net Assets Available for
Benefits, with Supplemental Information by Fund,
for the year ended December 31, 1994. . . . . . . . F-6 - F-7
Statement of Changes in Net Assets Available for
Benefits, with Supplemental Information by Fund
for the period August 1, 1993 (Date of Inception)
through December 31, 1993 . . . . . . . . . . . . . F-8
Notes to Financial Statements. . . . . . . . . . . . F-9 - F-11
Supplemental Schedules as of December 31, 1994
and for the year then ended:
Item 27a - Schedule of Assets Held for
Investment Purposes . . . . . . . . . . . . . . . . F-12
Item 27d - Schedule of Reportable
Transactions. . . . . . . . . . . . . . . . . . . . F-13 - F-15
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
Employee 401(k) Retirement Thrift Plan:
We have audited the accompanying statements of net assets available for
benefits of the Union Pacific Fruit Express Company Agreement Employee 401(k)
Retirement Thrift Plan (the Plan) as of December 31, 1994 and 1993 and the
related statements of changes in net assets available for benefits for the
year ended December 31, 1994 and 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 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,
1994 and 1993 and the changes in net assets available for benefits for the
year ended December 31, 1994 and the period August 1, 1993 (Date of Inception)
through December 31, 1993 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. The supplemental information by Fund in the statements
of net assets available for benefits and the statements of changes in net
assets available for benefits is presented for purposes of additional analysis
rather than to present the net assets available for benefits and changes in
net assets available for benefits of the individual funds. Such supplemental
schedules and supplemental information by fund 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.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
May 12, 1995
<PAGE> F-3
<TABLE>
<CAPTION>
Page 1 of 2
UNION PACIFIC FRUIT EXPRESS COMPANY
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
--------------Supplemental Information by Fund---------------
Union Vanguard Index Vanguard
Pacific Vanguard 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): $69,954 $8,794 $29,574 $28,873 $2,541
Employee
contributions
receivable 3,332 499 1,249 1,156 392
------- ------ ------- ------- ------
Total assets 73,286 9,293 30,823 30,029 2,933
------- ------ ------- ------- ------
Net assets available
for benefits $73,286 $9,293 $30,823 $30,029 $2,933
======= ====== ======= ======= ======
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> F-4
<TABLE>
<CAPTION>
Page 2 of 2
UNION PACIFIC FRUIT EXPRESS COMPANY
401(k) RETIREMENT THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
----------Supplemental Information by Fund---------
Vanguard Vanguard
Vanguard International Total
US Growth Bond
Growth Portfolio Market
Fund Fund Fund
-------- ------------- --------
<S> <C> <C> <C>
ASSETS:
Investments at fair
value (Note 3): $65 $107 $ -
Employee
contributions
receivable 14 22 -
--- ---- ---
Total assets 79 129 -
--- ---- ---
Net assets available
for benefits $79 $129 $ -
=== ===== ===
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> F-5
<TABLE>
<CAPTION>
UNION PACIFIC FRUIT EXPRESS COMPANY
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
-------------Supplemental Information by Fund-------------
Union Vanguard Index Vanguard
Pacific Vanguard 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): $14,107 $2,049 $ 5,236 $ 6,521 $301
Employee
contributions
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-6
<TABLE>
<CAPTION>
Page 1 of 2
UNION PACIFIC FRUIT EXPRESS COMPANY
401(k) RETIREMENT THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1994
------------Supplemental Information by Fund-------------
Union Vanguard Index Vanguard
Pacific Vanguard 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) $(3,185) $(1,912) $ (952) $ (319) $ -
Interest 61 - - - 61
Dividends 1,737 183 908 644 -
------- ------- ------- ------- -------
(1,387) (1,729) (44) 325 61
CONTRIBUTIONS:
Employee 60,392 8,830 24,728 23,899 2,727
------- ------ ------- ------- -------
Total Additions 59,005 7,101 24,684 24,224 2,788
------- ------ ------- ------- -------
DEDUCTIONS FROM
NET ASSETS ATTRIBUTED TO:
Distributions to Participants 1,702 103 - 103 1,496
------- ------ ------- ------- -------
Net Transfers of
Assets To (From)
Other Funds - - (171) 1,465 (1,294)
------- ------ ------- ------- -------
NET INCREASE 57,303 6,998 24,855 22,656 2,586
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of Year 15,983 2,295 5,968 7,373 347
------- ------ ------- ------- -------
End of Year $73,286 $9,293 $30,823 $30,029 $ 2,933
======= ====== ======= ======= =======
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> F-7
<TABLE>
<CAPTION>
Page 2 of 2
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
401(k) RETIREMENT THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1994
---------Supplemental Information by Fund--------
Vanguard Vanguard
Vanguard International Total
US Growth Bond
Growth Portfolio Market
Fund Fund Fund
-------- ------------- --------
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
INVESTMENT INCOME:
Net appreciation
(depreciation) in fair value
of investments (Note 3) - (2) -
Interest - - -
Dividends 1 1 -
--- ---- ---
1 (1) -
CONTRIBUTIONS:
Employee 78 130 -
--- ---- ---
Total Additions 79 129 -
--- ---- ---
DEDUCTIONS FROM
NET ASSETS ATTRIBUTED TO:
Distributions to Participants - - -
--- ---- ---
Net Transfers of
Assets To (From)
Other Funds - - -
--- ---- ---
NET INCREASE 79 129 -
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of Year - - -
--- ---- ---
End of Year $79 $129 -
=== ==== ===
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> F-8
<TABLE>
<CAPTION>
UNION PACIFIC FRUIT EXPRESS COMPANY
401(k) RETIREMENT THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1993
-----------Supplemental Information by Fund-------------
Union Vanguard Index Vanguard
Pacific Vanguard 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) $ (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-9
UNION PACIFIC FRUIT EXPRESS COMPANY
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1994 AND 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 account is credited with the
participant's contributions and allocations of the Plan's 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 have
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, Vanguard Wellington
Fund Vanguard Index Trust-500 Portfolio Fund, Vanguard U.S. Growth Fund,
Vanguard International Growth Portfolio Fund, and the Vanguard Total Bond
Market 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-10
3. Investments
-----------
Plan participants may direct their contributions in various proportions to
any of the seven (four prior to 1994) 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 - Vanguard 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.
Fund E - Vanguard U.S. Growth Fund - This fund consists of investment
in the Vanguard U.S. Growth Mutual Fund.
Fund F - Vanguard International Growth Portfolio - This fund consist
of investment in the Vanguard International Growth Portfolio Mutual
Fund.
Fund G - Vanguard Total Bond Market Fund - This fund consist of
investment in the Vanguard Total Bond Market Mutual Fund.
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, 1994 December 31, 1993
Number of Units Fair Value Number of Units Fair Value
---------------- ---------- --------------- ----------
<S> <C> <C> <C> <C>
Investments at Fair Value
as Determined by Quoted
Market Price:
Union Pacific Company
Stock Fund 1,169.466 units $ 8,794 199.902 units $ 2,049
Vanguard Wellington Fund 1,525.238 units 29,574 256.674 units 5,236
Vanguard Index Trust -
500 Portfolio Fund 671.927 units 28,873 148.788 units 6,521
Other - 172 - -
------- -------
67,413 13,806
------- -------
Investments at
estimated fair value:
Vanguard Investment
Contract Trust Fund 2,540.960 units 2,541 300.970 units 301
------- -------
Total Investments at $69,954 $14,107
Fair Value ======= =======
</TABLE>
<PAGE> F-11
During year ended December 31, 1994 and 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) depreciated in value by
$(3,183) and $96, respectively, as follows:
<TABLE>
<CAPTION>
Period Ended Year Ended
Net Change in Fair Value December 31, December 31,
1994 1993
------------ ------------
<S> <C> <C>
Investments at Fair Value as Determined
by Quoted Market Price:
Union Pacific Company Fund $(1,912) $ 1
Mutual Funds (1,273) (97)
------- -------
Net change in fair value $(3,185) $ (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
----------
During 1994, the Company submitted 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 Internal Revenue Code (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.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
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-12
<TABLE>
<CAPTION>
UNION PACIFIC FRUIT EXPRESS COMPANY
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
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* 1,169.466 units $10,702 $ 8,794
Vanguard Wellington Fund* 1,525.238 units 30,613 29,574
Vanguard Index Trust-
500 Portfolio Fund* 671.927 units 29,194 28,873
Vanguard U.S. Growth Fund* 4.240 units 65 65
Vanguard International
Growth Portfolio Fund* 7.967 units 109 107
Vanguard Investment Contract
Trust Fund* 2,540.960 units 2,541 2,541
------- -------
$73,224 $69,954
======= =======
*Represents a party-in-interest
</TABLE>
<PAGE> F-13
<TABLE>
<CAPTION>
Page 1 of 4
UNION PACIFIC FRUIT EXPRESS COMPANY
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
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 Fiduci Vanguard
Trust Company Wellington Fund* $ 855 $ - $ 855 $ 855 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $ 852 $ - $ 852 $ 852 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $ 861 $ - $ 861 $ 861 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $ 956 $ - $ 956 $ 956 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $ 918 $ - $ 918 $ 918 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $ 988 $ - $ 988 $ 988 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $ 997 $ - $ 997 $ 997 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $ 965 $ - $ 965 $ 965 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $ 979 $ - $ 979 $ 979 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $1,117 $ - $1,117 $1,117 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $1,058 $ - $1,058 $1,058 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $1,060 $ - $1,060 $1,060 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $1,056 $ - $1,056 $1,056 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $ 979 $ - $ 979 $ 979 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $ 981 $ - $ 981 $ 981 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $1,055 $ - $1,055 $1,055 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $1,076 $ - $1,076 $1,076 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $ 997 $ - $ 997 $ 997 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $ 964 $ - $ 964 $ 964 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $1,047 $ - $1,047 $1,047 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $1,039 $ - $1,039 $1,039 $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* $1,113 $ - $1,113 $1,113 $ -
</TABLE>
<PAGE> F-14
<TABLE>
<CAPTION>
Page 2 of 4
UNION PACIFIC FRUIT EXPRESS COMPANY
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994 (CONTINUED)
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 Vanguard
Trust Company Wellington Fund* $1,566 $ - $1,566 $1,566 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ 852 $ - $ 852 $ 852 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ 886 $ - $ 886 $ 886 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ 936 $ - $ 936 $ 936 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ 823 $ - $ 823 $ 823 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ 998 $ - $ 998 $ 998 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ 819 $ - $ 819 $ 819 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ 954 $ - $ 954 $ 954 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ 912 $ - $ 912 $ 912 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ 898 $ - $ 898 $ 898 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ 874 $ - $ 874 $ 874 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $1,053 $ - $1,053 $1,053 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ 945 $ - $ 945 $ 945 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ 985 $ - $ 985 $ 985 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $1,048 $ - $1,048 $1,048 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ 956 $ - $ 956 $ 956 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ 952 $ - $ 952 $ 952 $ -
</TABLE>
<PAGE> F-15
<TABLE>
<CAPTION>
Page 3 of 4
UNION PACIFIC FRUIT EXPRESS COMPANY
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994 (CONTINUED)
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 Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ 983 $ - $ 983 $ 983 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $1,141 $ - $1,141 $1,141 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $1,083 $ - $1,083 $1,083 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ 983 $ - $ 983 $ 983 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ 995 $ - $ 995 $ 995 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $1,010 $ - $1,010 $1,010 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $1,047 $ - $1,047 $1,047 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $1,460 $ - $1,460 $1,460 $ -
Vanguard Fiduciary Vanguard Investment
Trust Company Contract Trust Fund* $1,382 $ - $1,382 $1,382 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $ - $1,382 $1,372 $1,382 $ 10
Vanguard Fiduciary Vanguard Investment
Trust Company Contract Trust Fund* $ - $1,496 $1,496 $1,496 $ -
</TABLE>
<PAGE> F-16
<TABLE>
<CAPTION>
Page 4 of 4
UNION PACIFIC FRUIT EXPRESS COMPANY
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994 (CONTINUED)
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> <C>
Vanguard Fiduciary Union Pacific Company
Trust Company Stock Fund* 25 1 $ 8,760 $ 103 $(5)
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* 29 - $25,290 - -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* 28 3 $24,238 $1,567 $(6)
Vanguard Fiduciary Vanguard Investment
Trust Company Contract Trust Fund* 34 2 $ 3,825 $1,585
* Represents a party-in-interest
</TABLE>
Exhibit 99(c)
Skyway Retirement Savings Plan
Financial Statements For the Years Ended
December 31, 1994 and 1993, Supplemental
Schedules For the Year Ended December 31, 1994
and Independent Auditors' Report
<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, 1994 and 1993:
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-7
Supplemental Schedules as of December 31, 1994 and for the
Year through Ended December 31, 1994:
Item 27a - Assets Held for Investment Purposes . . . . . . F-8
Item 27d - Reportable Plan Transactions. . . . . . . . . . F-9
<PAGE> F-2
INDEPENDENT AUDITORS' REPORT
Skyway Retirement Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the Skyway Retirement Savings Plan (the Plan) of December 31,
1994 and 1993, 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, 1994 and 1993, 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 accompanying supplemental
schedules of assets held for investment as of December 31, 1994 and
reportable Plan transactions for the year ended December 31, 1994 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 1994 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 LLP
San Jose, California
April 14, 1995
<PAGE> F-3
<TABLE>
<CAPTION>
SKYWAY RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994 AND 1993
1994 1993
---------- ----------
<S> <C> <C>
ASSETS
CASH AND EQUIVALENTS $ - $3,222,952
---------- ----------
INVESTMENTS:
Vanguard Investment Contract Trust
- at contract value 1,112,487 -
Vanguard Windsor II - at fair value 879,796 -
Vanguard International Growth Portfolio
- at fair value 825,273 -
Vanguard Index Trust 500 Portfolio
- at fair value 518,726 -
Union Pacific Company Stock Fund - at fair value 515,561
Vanguard Total Bond Market Fund - at fair value 368,568
Participant loans 170,702 131,138
---------- ----------
Total investments 4,391,113 131,138
---------- ----------
RECEIVABLES:
Contributions 48,183 18,589
Employee other - 12,879
Interest - 3,127
---------- ----------
Total receivables 48,183 34,595
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $4,439,296 $3,388,685
========== ==========
See notes to financial statements.
</TABLE>
<PAGE> F-4
<TABLE>
<CAPTION>
SKYWAY RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1994 AND 1993
1994 1993
---------- ----------
<S> <C> <C>
CONTRIBUTIONS:
Employee $1,040,971 $ 666,921
Employer matching 257,362 65,582
Less forfeited employer matching funds (16,028) (9,873)
---------- ----------
Total contributions 1,282,305 722,630
----------- ----------
INVESTMENT INCOME (LOSS):
Interest and dividends 183,940 109,721
Net depreciation in fair value of investments (234,227) (122,258)
---------- ----------
Total investment loss (50,287) (12,537)
---------- ----------
BENEFIT PAYMENTS (181,407) (369,526)
---------- ----------
NET INCREASE IN NET ASSETS AVAILABLE FOR
BENEFITS 1,050,611 340,567
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 3,388,685 3,048,118
---------- ----------
End of year $4,439,296 $3,388,685
========== ==========
See notes to financial statements.
</TABLE>
<PAGE> F-5
SKYWAY RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994 AND 1993
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). Vanguard Fiduciary Trust Company (Vanguard) currently
serves as Trustee 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:
- Matching - For the years ended December 31, 1994 and 1993, the Company
contributed an amount equal to 25% and 10% of participant's
contributions, respectively. Forfeit the Company and may be used in
the following year as a portion of the matching contribution.
- Profit-sharing - No profit-sharing contributions were made for the years
ended December 31, 1994 and 1993. Forfeited contribution amounts are
added to the profit-sharing contribution to be allocated to the
participants. The profit-sharing component of the Plan was eliminated
effective January 1, 1995.
Participant Accounts - Each participant's account is credited with the
participant's contributions and an allocation of (a) the Company's
contributions, (b) Plan earnings, and (c) forfeitures of profit-sharing
contributions 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, attainment of age 65, or if employment is terminated by
disability or death, regardless of years of service. Upon employee
termination, all nonvested amounts will be forfeited.
Investment Options - Beginning March 1, 1994, participants were allowed to
direct the investment of their accounts in any of the following six investment
options:
Vanguard Investment Contract Trust - Funds are invested in contracts issued
by insurance companies and banks, and in similar types of fixed income
investments.
<PAGE> F-6
Vanguard Windsor II - Funds are invested with a growth and income objective
in common stocks.
Vanguard International Growth Portfolio - Funds are invested in potential
growth companies based outside of the United States.
Vanguard Index Trust 500 Portfolio - Funds are invested in all of the stocks
included in the Standard & Poor's 500 Index.
Union Pacific Company Stock Fund - Funds are invested in common stock of
Union Pacific Corporation.
Vanguard Total Bond Market Fund - Funds are invested in corporate bonds.
Investment decisions may be changed on a daily basis.
Payment of Benefits - On termination of employment or attainment of age 65,
whichever is later, a participant may elect to receive his/her benefit in one
of the following forms: (1) a lump-sum amount equal to the value of the vested
portion of his/her 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.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan are prepared under
the accrual method of accounting.
Cash equivalents consist of highly liquid debt instruments with an original
maturity of 90 days or less.
Payment of Benefits - Benefits are recorded when paid.
Investments are stated at fair value as determined by quoted market prices
except for the Vanguard Investment Contract Trust, which is stated at contract
value, and 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 15, 1994. Therefore, management believes the Plan was
qualified and tax-exempt as of and for the years ended December 31, 1994 and
1993. Accordingly, no provision for Federal or state income taxes has been
made.
3. PARTICIPANT LOANS
The Plan permits participants to borrow against the lesser of 50% of the vested
portion of their account balance, or 100% of their before-tax contribution
amount, to a maximum of $50,000. The loans bear interest at 7.5% and are
payable over a maximum five-year period. Loan repayment generally is made
through payroll deductions.
4. 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.
<PAGE> F-7
5. ASSETS OF TERMINATED EMPLOYEES
At December 31, 1994 and 1993, $142,598 and $108,943, respectively, of Plan
assets were payable to terminated employees who have withdrawn from
participation in the Plan.
6. FUND INFORMATION
Prior to 1994, the Plan's net assets were invested in common stocks and
corporate and government debt securities. During the latter part of 1993,
such investments were converted to cash and equivalents. Beginning in 1994,
participants were allowed to direct the investment of their accounts among six
different funds (see Note 1).
<TABLE>
<CAPTION>
Participant contributions, withdrawals and investment income by fund for the year
ended December 31, 1994 are as follows:
<S> <C>
Participant contributions:
Employee contributions:
Vanguard Investment Contract Trust $ 237,421
Vanguard Windsor II 198,399
Vanguard International Growth Portfolio 171,576
Vanguard Index Trust 500 Portfolio 151,285
Union Pacific Company Stock Fund 168,913
Vanguard Total Bond Market Fund 113,377
----------
$1,040,971
==========
Employer matching contributions:
Vanguard Investment Contract Trust $ 44,269
Vanguard Windsor II 49,191
Vanguard International Growth Portfolio 42,635
Vanguard Index Trust 500 Portfolio 37,149
Union Pacific Company Stock Fund 40,418
Vanguard Total Bond Market Fund 27,672
----------
$ 241,334
==========
Withdrawals:
Benefit payments:
Vanguard Investment Contract Trust $ 47,710
Vanguard Windsor II 23,122
Vanguard International Growth Portfolio 43,730
Vanguard Index Trust 500 Portfolio 19,130
Union Pacific Company Stock Fund 25,551
Vanguard Total Bond Market Fund 20,329
Participant loans 1,835
----------
$ 181,407
==========
Investment income(loss):
Vanguard Investment Contract Trust $ 48,652
Vanguard Windsor II 1,132
Vanguard International Growth Portfolio 1,242
Vanguard Index Trust 500 Portfolio 6,792
Union Pacific Company Stock Fund (116,225)
Vanguard Total Bond Market Fund (1,217)
Participant loans 9,337
----------
$ (50,287)
==========
</TABLE>
<PAGE> F-8
<TABLE>
<CAPTION>
SKYWAY RETIREMENT SAVINGS PLAN
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
Number Market
of Units Cost Value
-------- -------- ------
<S> <C> <C> <C>
*Vanguard Investment Contract Trust 1,112,487 $1,112,487 $1,112,487
*Vanguard Windsor II 55,613 934,410 879,796
*Vanguard International Growth
Portfolio 61,450 839,077 825,273
*Vanguard Index Trust 500 Portfolio 12,072 527,803 518,726
*Union Pacific Company Stock Fund 68,559 642,153 515,561
*Vanguard Total Bond Market Fund 40,193 387,216 368,568
**Participant Loans - 170,702 170,702
---------- ----------
$4,613,848 $4,391,113
========== ==========
* Represents Party-in-interest
** Consists of 54 individual loans with interest at 7.5% and terms ranging
from one to five years.
</TABLE>
<PAGE> F-9
<TABLE>
<CAPTION>
SKYWAY RETIREMENT SAVINGS PLAN
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE PLAN TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
Gain/
Cost Proceeds (Loss)
-------- -------- ------
<S> <C> <C> <C>
Description of Investment
SERIES OF TRANSACTIONS:
ACQUISITIONS:
*Vanguard Investment Contract
Trust (80 transactions) $1,263,323
*Vanguard Windsor II
(48 transactions) 1,088,262
*Vanguard International Growth
Portfolio (44 transactions) 965,305
*Union Pacific Company stock
(45 transactions) 740,339
*Vanguard Index 500 Portfolio
(36 transactions) 574,425
*Vanguard Total Bond Market
Fund (52 transactions) 436,952
DISPOSITIONS:
*Vanguard Windsor II (39 transactions) $ 153,852 $152,934 $ (918)
*Vanguard Investment Contract
Trust (46 transactions) 150,837 150,837 -
*Vanguard International Growth
Portfolio (38 transactions) 126,228 126,613 385
*Union Pacific Company stock
(37 transactions) 98,186 90,122 (8,064)
*Vanguard Total Bond Market Fund
(32 transactions) 49,737 47,733 (2,004)
*Vanguard Index 500 Portfolio
(31 transactions) 46,622 45,730 (892)
* Reportable Plan transactions are defined as transactions that exceed 5% of the
fair market value of Plan assets at the beginning of the year. All reportable
transactions are with parties-in-interest.
</TABLE>
Exhibit 99(d)
Union Pacific Agreement Employee
401(k) Retirement Thrift Plan
Financial Statements and Supplemental Schedules
for the Years Ended December 31, 1994 and 1993
and Independent Auditors' Report
<PAGE> F-1
UNION PACIFIC AGREEMENT EMPLOYEE
401(K) RETIREMENT THRIFT PLAN
INDEX OF FINANCIAL STATEMENTS
Page
----
Independent Auditors' Report. . . . . . . . . . . . . . . F-2
Financial Statements:
Statement of Net Assets Available for
Benefits, with Supplemental Information by Fund,
as of December 31, 1994 . . . . . . . . . . . . . . . F-3 - F-4
Statement of Net Assets Available for
Benefits, with Supplemental Information by Fund,
as of December 31, 1993 . . . . . . . . . . . . . . . F-5
Statement of Changes in Net Assets Available
for Benefits, with Supplemental Information by
Fund for the Year Ended December 31, 1994 . . . . . . F-6 - F-7
Statement of Changes in Net Assets Available
for Benefits, with Supplemental Information by
Fund for the Year Ended December 31, 1993 . . . . . . F-8
Notes to Financial Statements. . . . . . . . . . . . . F-9 - F-11
Supplemental Schedules as of December 31, 1994
and for the year then ended:
Item 27a - Schedule of Assets Held for
Investment Purposes . . . . . . . . . . . . . . . . . F-12
Item 27d - Schedule of Reportable
Transactions. . . . . . . . . . . . . . . . . . . . . F-13
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, 1994 and 1993, 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, 1994 and 1993, 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. The supplemental information by fund in the
statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for
benefits and changes in the net assets available for benefits of such
supplemental schedules and supplemental information by fund 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.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
May 12, 1995
<PAGE> F-3
<TABLE>
<CAPTION>
Page 1 of 2
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
---------Supplemental Information by Fund----------
Union Vanguard Index Vanguard
Pacific Vanguard 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): $27,277,644 $ 4,877,767 $7,673,295 $10,650,665 $3,041,067
Employee
contributions
receivable 657,175 139,936 174,854 231,492 62,911
----------- ----------- ---------- ----------- ----------
Total assets 27,934,819 5,017,703 7,848,149 10,882,157 3,103,978
----------- ----------- ---------- ----------- ----------
Net assets available
for benefits $27,934,819 $ 5,017,703 $7,848,149 $10,882,157 $3,103,978
=========== =========== ========== =========== ==========
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, 1994
---------Supplemental Information by Fund----------
Vanguard Vanguard
Vanguard International Total
US Growth Bond
Growth Portfolio Market
Fun Fund Fund
-------- ------------- --------
<S> <C> <C> <C>
ASSETS:
Investments at fair
value (Note 3): $ 198,019 $ 796,285 $ 40,546
Employee
contributions
receivable 9,504 36,139 2,339
---------- ----------- ----------
Total assets 207,523 832,424 42,885
---------- ----------- ----------
Net assets available
for benefits $ 207,523 $ 832,424 $ 42,885
========== =========== ==========
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 NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
---------------Supplemental Information by Fund---------------
Union Vanguard Index Vanguard
Pacific Vanguard Trust-500 Investment
Total Company Wellington Portfolio Contract
Plan Stock Fund Fund Fund Trust Fund
----- ---------- ---------- -------------- ----------
<S> <C> <C> <C> <C>
ASSETS:
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-6
<TABLE>
<CAPTION>
Page 1 of 2
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1994
---------------Supplemental Information by Fund---------------
Union Vanguard Index Vanguard
Pacific Vanguard 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
value of investments (Note 3) $(1,638,888) $(1,146,200) $ (309,365) $ (150,560) $ -
Interest 126,861 - - - 126,861
Dividends 688,832 112,734 284,172 279,853 -
----------- ----------- ----------- ----------- ----------
(823,195) (1,033,466) (25,193) 129,293 126,861
CONTRIBUTIONS:
Employee 14,865,579 3,107,322 4,201,415 5,626,644 1,454,643
----------- ----------- ----------- ----------- ----------
Total Additions 14,042,384 2,073,856 4,176,222 5,755,937 1,581,504
----------- ----------- ----------- ----------- ----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Distributions to participants 326,064 68,205 83,071 116,778 56,153
----------- ----------- ----------- ----------- ----------
Net Transfers of Assets
to (from) Other Funds - (585,429) 418,773 740,629 55,851
----------- ----------- ----------- ----------- ----------
NET INCREASE 13,716,320 2,591,080 3,674,378 4,898,530 1,469,500
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of Year 14,218,499 2,426,623 4,173,771 5,983,627 1,634,478
----------- ----------- ----------- ----------- ----------
End of Year $27,934,819 $ 5,017,703 $ 7,848,149 $10,882,157 $3,103,978
=========== =========== =========== =========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> F-7
<TABLE>
<CAPTION>
Page 2 of 2
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1994
---------Supplemental Information by Fund----------
Vanguard Vanguard
Vanguard International Total
US Growth Bond
Growth Portfolio Market
Fund Fund Fund
-------- ------------- --------
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
INVESTMENT INCOME:
Net appreciation
(depreciation) in fair value
of investments (Note 3) 888 (33,072) (579)
Interest -- -- --
Dividends 1,992 9,487 594
-------- -------- -------
2,880 (23,585) 15
CONTRIBUTIONS:
Employee 87,754 366,536 21,265
-------- -------- -------
Total Additions 90,634 342,951 21,280
-------- -------- -------
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
Distributions to participants 923 914 20
-------- -------- -------
Net Transfers of Assets
to (from) Other Funds (117,812) (490,387) (21,625)
-------- -------- -------
NET INCREASE 207,523 832,424 42,885
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of Year -- -- --
-------- -------- -------
End of Year 207,523 832,424 42,885
======== ======== =======
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> F-8
<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
-------------Supplemental Information by Fund---------------
Union Vanguard Index Vanguard
Pacific Vanguard 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 investment (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-9
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994 AND 1993
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 contributions and an allocation of the Plan's 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 have
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, Vanguard Wellington
Fund, Vanguard Index Trust-500 Portfolio Fund, Vanguard U.S. Growth Fund,
Vanguard International Growth Portfolio Fund and the Vanguard Total Bond
Market 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-10
3. Investments
-----------
Plan participants may direct their contributions in various proportions to
any of the seven (four prior to 1994) 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 - Vanguard 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.
Fund E - Vanguard U.S. Growth Fund - This fund consists of investment
in the Vanguard U.S. Growth Mutual Fund.
Fund F - Vanguard International Growth Portfolio - This fund consists
of investment in the Vanguard International Growth Portfolio Mutual
Fund.
Fund G - Vanguard Total Bond Market Fund - This fund consists of
investment in the Vanguard Total Bond Market Mutual Fund.
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, 1994 December 31, 1993
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:
Vanguard Wellington Fund 395,734.661 $ 7,673,295 197,306.778 $ 4,025,058
Vanguard Index Trust - 247,862.819 10,650,665 131,830.879 5,778,148
500 Portfolio Fund
Union Pacific Company Stock 648,639.166 4,877,767 226,137.340 2,317,908
Fund
Other -- 1,034,850 -- --
----------- -----------
24,236,577 12,121,114
----------- -----------
Investments at Estimated
Fair Value:
Vanguard Investment
Contract Trust Fund 3,041,067.370 3,041,067 1,583,238.870 1,583,239
----------- -----------
$27,277,644 $13,704,353
=========== ===========
</TABLE>
<PAGE> F-11
During 1994 and 1993, the Plan's investments (including investments bought,
sold, and held during the year) appreciated (depreciated) in value by
$(1,638,888) and $262,333, respectively, as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
Net Change in Fair Value: 1994 1993
---- ----
<S> <C> <C>
Investments at Fair Value as Determined
by Quoted Market Price:
Mutual Funds ($492,688) $237,036
Union Pacific Company Stock Fund (1,146,200) 25,297
---------- --------
Net change in fair value ($1,638,888) $262,333
=========== ========
</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
----------
During 1994 the Company submitted 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 Internal Revenue Code (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.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
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-12
<TABLE>
<CAPTION>
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
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* 648,639.166 units $ 5,974,143 $ 4,877,767
Vanguard Wellington Fund* 395,734.661 units 7,901,075 7,673,295
Vanguard Index Trust-
500 Portfolio Fund* 247,862.819 units 10,575,559 10,650,665
Vanguard Investment Contract
Trust Fund* 3,041,067.370 units 3,041,067 3,041,067
Vanguard U.S. Growth Fund* 12,917.064 units 197,096 198,019
Vanguard International Growth
Portfolio Fund* 59,291.468 units 827,462 796,285
Vanguard Total Bond
Market Fund* 4,421.632 units 40,896 40,546
----------- -----------
$28,557,298 $27,277,644
=========== ===========
*Represents party-in-interest
</TABLE>
<PAGE> F-13
<TABLE>
<CAPTION>
UNION PACIFIC AGREEMENT EMPLOYEE401(k) RETIREMENT THRIFT PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
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* 152 119 $4,021,435 $ 315,375 $(26,834)
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* 94 151 $4,638,166 $ 680,563 $(14,255)
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* 96 173 $6,058,591 $1,035,513 $ (3,435)
Vanguard Fiduciary Vanguard Investment
Trust Company Contract Trust Fund* 152 129 $1,885,133 $ 427,304 $ --
Vanguard Fiduciary Vanguard International
Trust Company Growth Portfolio Fund* 85 26 $ 934,350 $ 104,994 $ (1,894)
* Represents a party-in-interest
</TABLE>
<PAGE>
Exhibit 99(e)
Union Pacific Motor Freight Company
Agreement Employee 401(k)
Retirement Thrift Plan
Financial Statements and Supplemental Schedules
for the Period January 1, 1994 (Date of Inception)
through December 31, 1994 and Independent
Auditors' Report
<PAGE> F-1
UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
EMPLOYEE 401(K) RETIREMENT THRIFT PLAN
INDEX TO FINANCIAL STATEMENT
Page
----
Independent Auditors' Report . . . . . . . . . . . . F-2
Financial Statements:
Statement of Net Assets Available for Benefits,
with Supplemental Information by Fund,
as of December 31, 1994. . . . . . . . . . . . F-3 - F-4
Statement of Changes in Net Assets Available for
Benefits, with Supplemental Information by Fund,
for the period January 1, 1994 (Date of Inception)
through December 31, 1994, as of
December 31, 1994. . . . . . . . . . . . . . . F-5 - F-6
Notes to Financial Statements . . . . . . . . . F-7 - F-9
Supplemental Schedules as of December 31, 1994
and for the period January 1, 1994(Date of Inception)
through December 31, 1994:
Item 27a - Schedule of Assets Held for
Investment Purposes. . . . . . . . . . . . . . F-10
Item 27d - Schedule of Reportable
Transactions . . . . . . . . . . . . . . . . . F-11
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 Motor Freight Company Agreement
Employee 401(k) Retirement Thrift Plan:
We have audited the accompanying statement of net assets available for
benefits of the Union Pacific Motor Freight Company Agreement Employee 401(k)
Retirement Thrift Plan (the Plan) as of December 31, 1994, and the related
statement of changes in net assets available for benefits for the period
January 1, 1994 (Date of Inception) through December 31, 1994. 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,
1994 and the changes in net assets available for benefits for the period
January 1, 1994 (Date of Inception) through December 31, 1994 in conformity
with generally accepted accounting principles.
Our audit was 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. The supplemental information by fund 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 benefits and changes in
net assets available for benefits of the individual funds. The supplemental
schedules and supplemental information by fund 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.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
May 12, 1995
<PAGE> F-3
<TABLE>
<CAPTION>
Page 1 of 2
UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
--------------Supplemental Information by Fund-------------
Union Vanguard Index Vanguard
Pacific Vanguard 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): $78,881 $27,602 $19,860 $23,551 $6,327
Employee
contributions
receivable 5,002 1,818 1,215 1,283 343
------- ------- ------- ------- ------
Total assets 83,883 29,420 21,075 24,834 6,670
------- ------- ------- ------- ------
Net assets available
for benefits $83,883 $29,420 $21,075 $24,834 $6,670
======= ======= ======= ======= ======
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> F-4
<TABLE>
<CAPTION>
Page 2 of 2
UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
401(k) RETIREMENT THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
--------Supplemental Information by Fund---------
Vanguard Vanguard
Vanguard International Total
US Growth Bond
Growth Portfolio Market
Fund Fund Fund
-------- ------------- --------
<S> <C> <C> <C>
ASSETS:
Investments at fair
value (Note 3): $ 56 $1,485 $ -
Employee
contributions
receivable - 343 -
---- ------ -------
Total assets 56 1,828 -
---- ------ -------
Net assets available
for benefits $ 56 $1,828 $ -
==== ====== =======
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> F-5
<TABLE>
<CAPTION>
Page 1 of 2
UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE PERIOD JANUARY 1, 1994 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 1994
-------------Supplemental Information by Fund------------
Union Vanguard Index Vanguard
Pacific Vanguard 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) $(6,412) $(5,575) $ (529) $ (129) $ -
Interest 174 - - - 174
Dividends 1,685 572 548 518 -
------- ------- ------- ------- -------
(4,553) (5,003) 19 389 174
CONTRIBUTIONS:
Employee 90,434 34,081 21,056 26,521 7,180
------- ------- ------- ------- -------
Total Additions 85,881 29,078 21,075 26,910 7,354
------- ------- ------- ------- -------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Distributions to participants 1,998 - - - -
Net Transfers of Assets
to (from) Other Funds - (342) - 2,076 684
------- ------- ------- ------- -------
NET INCREASE 83,883 29,420 21,075 24,834 6,670
NET ASSETS AVAILABLE
FOR BENEFITS:
Date of Inception - - - - -
------- ------- ------- ------- -------
End of Year $83,883 $29,420 $21,075 $24,834 $ 6,670
======= ======= ======= ======= =======
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> F-6
<TABLE>
<CAPTION>
Page 2 of 2
UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
401(k) RETIREMENT THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1994
----------Supplemental Information by Fund--------
Vanguard Vanguard
Vanguard International Total
US Growth Bond
Growth Portfolio Market
Fund Fund Fund
-------- ------------- --------
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
INVESTMENT INCOME:
Net appreciation
(depreciation) in fair value
of investments (Note 3) (1) (178) -
Interest - - -
Dividends 1 46 -
------ ------ ------
- (132) -
CONTRIBUTIONS:
Employee 56 1,540 -
------ ------ ------
Total Additions 56 1,408 -
------ ------ ------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Distributions to participants - 1,998 -
Net Transfers of Assets
to (from) Other Funds - (2,418) -
------ ------ ------
NET INCREASE 56 1,828 -
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of Year - - -
------ ------ ------
End of Year 56 1,828 -
====== ====== ======
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> F-7
UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD JANUARY 1, 1994 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 1994
1. Description of Plan
-------------------
The following description of the Union Pacific Motor Freight Company 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 Motor Freight 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, January 1, 1994. 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 ERISA 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, Vanguard Wellington
Fund and the Vanguard Index Trust-500 Portfolio Fund, Vanguard U.S. Growth
and Vanguard International Growth Portfolio Fund, and the Vanguard Total
Bond Market 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 - Vanguard 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.
Fund E - Vanguard U.S. Growth Fund - This fund consists of investment
in the Vanguard U.S. Growth Mutual Fund.
Fund F - Vanguard International Growth Portfolio - This fund consist
of investment in the Vanguard International Growth Portfolio Mutual
Fund.
Fund G - Vanguard Total Bond Market Fund - This fund consist of
investment in the Vanguard Total Bond Market Mutual Fund.
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, 1994
Number of Units Fair Value
---------------- ----------
<S> <C> <C>
Investments at Fair Value as
Determined by Quoted Market
Price:
Union Pacific Company Stock Fund 3,670.524 $27,602
Vanguard Wellington Fund 1,024.214 19,860
Vanguard Index Trust -
500 Portfolio Fund 548.084 23,551
Other -- 1,541
-------
72,554
Other investments at estimated -------
fair value 6,327.390 6,327
-------
Total Investments at Fair Value $78,881
=======
</TABLE>
<PAGE> F-9
During the period January 1, 1994 (Date of Inception) through December 31,
1994, the Plan's investments (including investments bought, sold, and held
during the year) depreciated in value by $6,412 as follows:
<TABLE>
Net Change in Fair Value: 1994
----
<S> <C>
Investments at Fair Value as Determined
by Quoted Market Price:
Union Pacific Company Fund $(5,575)
Mutual Funds (837)
-------
Net change in fair value $(6,412)
========
</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 Plan obtained a tax determination letter dated September 16, 1994, in
which the Internal Revenue Service stated that the Plan, as then designed
was incompliance with the applicable requirements of the Internal Revenue
Code. The Plan has been amended since receiving the determination letter.
However, Plan management believes that the Plan currently is being operated
in compliance with the applicable requirement of the Internal Revenue Code.
Therefore, it is believed that the Plan qualified and the related trust was
tax-exempt under provisions of Section 501(a) of the Internal Revenue Code
as of the financial statement date. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
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 MOTOR FREIGHT COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
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* 3,670.524 units $33,177 $27,602
Vanguard Wellington Fund* 1,024.214 units 20,389 19,860
Vanguard Index Trust-
500 Portfolio Fund* 548.084 units 23,734 23,551
Vanguard Investment Contract
Trust Fund* 6,327.390 units 6,327 6,327
Vanguard U.S. Growth Fund* 3.652 units 57 56
Vanguard International Growth
Portfolio Fund* 110.594 units 1,542 1,485
------- -------
$85,226 $78,881
======= =======
*Represents a party-in-interest
</TABLE>
<PAGE> F-11
<TABLE>
<CAPTION>
UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
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> <C>
Vanguard Fiduciary Union Pacific Company
Trust Company Stock Fund* 28 - $33,177 $ - $ -
Vanguard Fiduciary Vanguard
Trust Company Wellington Fund* 27 - $20,389 $ - $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* 28 2 $26,098 $2,418 $ 57
Vanguard Investment Vanguard Investment
Trust Company Contract Trust Fund* 34 1 $ 7,011 $ 684 $ -
Vanguard Investment Vanguard International
Trust Company Growth Portfolio Fund* 9 1 $ 3,662 $1,999 $(121)
* Represents a party-in-interest
</TABLE>
