<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, 1995
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 29, 1996, the aggregate market value of the registrant's
Common Stock held by non-affiliates (using the New York Stock Exchange closing
price) was approximately $13,572,981,774.
The number of shares outstanding of the registrant's Common Stock as of
February 29, 1996 was 205,651,239.
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, 1995 (Parts I, II and IV); and (2) registrant's definitive Proxy
Statement for the annual meeting of stockholders to be held on April 19, 1996
(Part III).
<PAGE> 2
The undersigned Registrant hereby amends its Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 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.
Exhibit Number Exhibit
- -------------- -------
(23) Independent Auditors' Consents
(99)(a) Financial Statements for the Fiscal Year ended
December 31, 1995 required by Form 11-K for the Union
Pacific Corporation Thrift Plan.
(99)(b) Financial Statements for the Fiscal Year ended
December 31, 1995 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, 1995 required by Form 11-K for the Skyway
Retirement Savings Plan.
(99)(d) Financial Statements for the Fiscal Year ended
December 31, 1995 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, 1995 required by Form 11-K for the Union
Pacific Motor Freight Agreement Employee 401(k)
Retirement Thrift Plan.
<PAGE> 3
UNION PACIFIC CORPORATION
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: June 25, 1996
UNION PACIFIC CORPORATION
(Registrant)
/s/ Morris B. Smith
---------------------------
Morris B. Smith,
Vice President and Controller
(Chief accounting officer
and duly authorized officer)
<PAGE> 4
EXHIBIT INDEX
--------------
Exhibit Number Exhibit
- -------------- -------
(23) Independent Auditors' Consents
(99)(a) Financial Statements for the Fiscal Year ended
December 31, 1995 required by Form 11-K for the Union
Pacific Corporation Thrift Plan.
(99)(b) Financial Statements for the Fiscal Year ended
December 31, 1995 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, 1995 required by Form 11-K for the Skyway
Retirement Savings Plan.
(99)(d) Financial Statements for the Fiscal Year ended
December 31, 1995 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, 1995 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 Form S-8 of our report dated June 17,
1996, 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,
1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
June 25, 1996
<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 23,
1996, 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,
1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
June 25, 1996
<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 on the Skyway
Retirement Savings Plan dated April 18, 1996, appearing in Exhibit 99(c) of
Amendment No. 1 to the Annual Report on Form 10-K of Union Pacific
Corporation for the fiscal year ended December 31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
San Jose, California
June 25, 1996
<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 23,
1996, 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,
1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
June 25, 1996
<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 23,
1996, 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,
1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
June 25, 1996
<PAGE> COVER
Exhibit 99(a)
UNION PACIFIC CORPORATION THRIFT PLAN
Financial Statements for the Years Ended
December 31, 1995 and 1994
and Independent Auditors' Report
<PAGE> INDEX
UNION PACIFIC CORPORATION THRIFT PLAN
TABLE OF CONTENTS
- ------------------------------------------------------------------------------
Page
----
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1995 AND 1994:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-10
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> 1
INDEPENDENT AUDITORS' REPORT
Union Pacific Corporation Thrift Plan:
We have audited the accompanying statements of net assets available for
benefits of the Union Pacific Corporation Thrift Plan (the "Plan") as of
December 31, 1995 and 1994, 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,
1995 and 1994, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
June 17, 1996
<PAGE> 2
<TABLE>
<CAPTION>
UNION PACIFIC CORPORATION THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------
1995 1994
---- ----
<S> <C> <C>
ASSETS:
Investments at fair value
(Notes 2, 3 and 7) $382,627,929 $284,256,438
------------ ------------
Net assets available for benefits $382,627,929 $284,256,438
============ ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
UNION PACIFIC CORPORATION THRIFT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------
1995 1994
---- ----
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income (Note 7):
Net appreciation (depreciation) in
fair value of investments $ 73,425,389 $(39,415,374)
Interest and dividends 15,024,982 12,368,236
------------ ------------
88,450,371 (27,047,138)
------------ ------------
Contributions by (Note 7):
Employees 19,113,441 17,333,706
Company (net of forfeitures) 6,615,099 6,283,322
------------ ------------
25,728,540 23,617,028
------------ ------------
Total Additions 114,178,911 (3,430,110)
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants (Note 7) 15,807,420 12,936,725
------------ ------------
NET INCREASE (DECREASE) 98,371,491 (16,366,835)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year 284,256,438 300,623,273
------------ ------------
End of Year $382,627,929 $284,256,438
============ ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 4
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 November 1, 1995, the Vanguard Money Market
Reserves-Prime Portfolio (VMMR Prime Portfolio) was added as an
additional investment option.
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 6.0% to 10.5%. The number of loans outstanding at
December 31, 1995 and 1994 was 1,797 and 1,951, respectively.
<PAGE> 5
UNION PACIFIC CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--(Continued)
Participant Accounts - Aggregate monthly employee and Company contributions
may be invested entirely in the Union Pacific Company Stock Fund (Company
Stock), Union Pacific Equity Index Fund (Equity Index), Union Pacific Fixed
Income Fund (Fixed Income), Vanguard/Wellington Fund (Wellington),
Vanguard U.S. Growth Fund (U.S. Growth), VMMR Prime Portfolio, Vanguard
International Growth Portfolio (International Growth), Vanguard Total
Bond Market Fund (Bond Index) or any combination thereof, in multiples of
5% in accordance with separate elections by each employee. At December
31, 1995 and 1994, 5,265 and 5,290 members of the Plan held interests in
4,725 and 4,815 Company Stock accounts, 2,614 and 2,589 Equity Index
accounts, 2,676 and 2,820 Fixed Income accounts, 1,302 and 999 Wellington
accounts, 925 and 514 U.S. Growth accounts, 9 and zero VMMR Prime
Portfolio accounts, 1,106 and 1,072 International Growth accounts, and
440 and 359 Bond Index accounts, respectively. In addition, 3,337 and
3,452 members held interests in PAYSOP accounts at December 31, 1995
and 1994, 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 values in the case of Guaranteed Investment Contracts (GICs),
of the underlying assets of the Fund.
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 - Except for PAYSOP accounts, a participant may elect
to receive a final distribution under the Plan as either a cash lump sum
distribution or monthly installments over a specified period of time not
to exceed the lesser of ten calendar years, 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> 6
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, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Company contributions forfeited................... $30,851 $27,659
Applied against current year contributions........ 18,643 27,659
------- -------
Applied to reduce subsequent year contributions... $12,208 $ --
======= =======
</TABLE>
Administrative Expenses - All costs of Plan administration are borne by the
Company.
2. Significant Accounting Policies - The accounts of the Plan have been
maintained 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.
Certain 1994 amounts have been reclassified to conform to the 1995
financial statement presentation.
3. Investments - At December 31, 1995 and 1994, Plan investments were
maintained in commingled funds of the Plan Trustee along with investments
of another Company-administered Thrift Plan, within a Master Trust.
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 Trust. At December 31, 1995 and 1994, the Plan held
percentage interests in the Master Trust of 82.9 and 84.5 in Company
Stock (including PAYSOP), 66.2 and 64.9 in Equity Index, 65.8 and 61.0
in Fixed Income, 77.7 and 77.5 in the Loan Fund, 74.0 and 74.4 in
Wellington, 71.9 and 73.9 in U.S. Growth, 33.3 and 0.0 in the VMMR Prime
Portfolio, 75.6 and 74.5 in International Growth, and 70.2 and 64.2 in
Bond Index.
<PAGE> 7
UNION PACIFIC CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--(Continued)
At December 31, 1995 and 1994, the total investments at fair value of the
Master Trust were $526,488,315 and $395,595,127, respectively. In
addition, total net appreciation (depreciation) in fair value of
investments and total interest and dividends of the Master Trust were
$95,247,372 and ($48,929,825) and $21,156,851 and $17,727,550,
respectively, for the years ended December 31, 1995 and 1994.
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, 1995 and 1994, 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,
1995 and 1994, which is designed to closely track the investment perform-
ance of the Standard and Poor's 500 Composite Stock Index. At December 31,
1995 and 1994, Fixed Income is comprised of investments in GICs bearing
interest at 5.94% to 7.85% and 6.92% to 9.50%, respectively. Interest rates
are fixed for the life of each contract. GICs are held with
insurance companies rated at least A-1 by Standard & Poors.
The maturities of these GICs range from two to five years
and their principal and interest are unconditionally guaranteed by
the respective insurance companies. The fair value of the GICs
approximates their contract value. At December 31, 1995 and 1994,
Fixed Income is also comprised of the Vanguard Investment Contract
Trust, which is comprised of contracts issued by financial institutions and
backed by high quality bonds and bond mutual funds. As the GICs expire,
the proceeds will be reinvested in the Vanguard Investment Contract Trust.
Wellington is invested in the Vanguard/Wellington Fund at December 31,
1995 and 1994, which is comprised of common stocks and fixed-income
securities. At December 31, 1995 and 1994, U.S. Growth is invested in
Vanguard U.S. Growth Fund which is comprised of established U.S. growth
stocks. International Growth is invested in the Vanguard International
Growth Portfolio at December 31, 1995 and 1994, which is comprised of
foreign common stocks with high growth potential. At December 31, 1995
and 1994, Bond Index is invested in the Vanguard Total Bond Market
Fund which is designed to closely track the investment performance
of the Salomon Brothers Broad Investment-Grade Bond Index. At
December 31, 1995, VMMR Prime Portfolio is a diversified money market
investment fund invested and reinvested in high quality certificates of
deposit, bankers' acceptances, commercial paper, U.S. government
securities, and other short-term obligations with the objective of
preserving principal while providing income.
4. Plan Amendments - Effective December 31, 1995, the Plan was amended to
provide that service with Chicago and North Western Transportation
Company or an affiliated company (CNW) counts as service under the
Plan to the same extent that such service counted under the Chicago
and North Western Railway Company Profit Sharing and Retirement Savings
Program (the "Savings Program") subject to any reduction for such CNW
service provided in the Savings Program. Effective January 1, 1996,
as of any valuation date, each participant shall have the right to
withdraw from the Plan all or a part of the amount from a
Type A, B or C withdrawal as defined by the Plan, provided that the
participant has not withdrawn any amount within the twelve-month period
preceding such valuation date.
<PAGE> 8
UNION PACIFIC CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--(Continued)
Effective November 1, 1995, the VMMR Prime Portfolio was added as one of
the investment alternatives under the Plan. Effective June 15, 1995,
plan participants who were employees of USPCI, Inc. or its subsidiaries
were treated as having a separation from service due to the Company's
sale of USPCI, Inc.
For plan years beginning on or after January 1, 1994, only the first
$150,000 (as adjusted) of an employee's salary would be considered for
contributions under the Plan.
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, as
subsequently amended, 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 by the Plan.
7. Fund Information - Investments at fair value, net appreciation
(depreciation) in fair value of investments, interest and dividends,
contributions, and distributions to participants by fund are as follows
for the years ended December 31, 1995 and 1994:
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, December 31,
1995 1994
---- ----
<S> <C> <C>
Investments at fair value:
Union Pacific Company Stock Fund $132,265,668 $102,997,215
Union Pacific Equity Index Fund 75,624,191 49,774,728
Union Pacific Fixed Income Fund 87,346,365 75,208,910
Common Stock/PAYSOP 8,279,048 5,812,065
Vanguard Wellington Fund 25,833,050 12,978,916
VMMR Prime Portfolio 131,259 --
Vanguard U.S. Growth Fund 15,468,564 4,488,203
Vanguard International Growth
Portfolio 17,915,064 15,952,683
Vanguard Total Bond Market Fund 3,985,401 2,095,247
Loan Fund 15,779,319 14,948,471
------------ ------------
$382,627,929 $284,256,438
============ ============
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
UNION PACIFIC CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--(Continued)
Year Ended Year Ended
December 31, December 31,
1995 1994
---- ----
<S> <C> <C>
Net appreciation (depreciation) in
fair value of investments:
Union Pacific Company Stock Fund $ 44,261,885 $ (32,085,842)
Union Pacific Equity Index Fund 17,851,537 (959,936)
Union Pacific Fixed Income Fund 498,543 (3,241,638)
Company Stock/PAYSOP 2,568,539 (2,132,097)
Vanguard Wellington Fund 3,999,773 (673,682)
Vanguard U.S. Growth Fund 2,296,335 83,621
Vanguard International Growth
Portfolio 1,663,319 (200,197)
Vanguard Total Bond Market Fund 285,458 (205,603)
------------ ------------
$ 73,425,389 $(39,415,374)
============ ============
Interest and dividends:
Union Pacific Company Stock Fund $ 3,640,831 $ 3,273,371
Union Pacific Equity Index Fund 1,815,158 1,668,928
Union Pacific Fixed Income Fund 5,854,826 5,267,929
Company Stock/PAYSOP 220,017 208,412
Vanguard Wellington Fund 1,142,088 586,064
VMMR Prime Portfolio 693 --
Vanguard U.S. Growth Fund 624,498 52,039
Vanguard International Growth
Portfolio 473,057 208,395
Vanguard Total Bond Market Fund 194,499 139,672
Loan Fund 1,059,315 963,426
------------ ------------
$ 15,024,982 $ 12,368,236
============ ============
Contributions:
Union Pacific Company Stock Fund $ 8,582,467 $ 7,748,374
Union Pacific Equity Index Fund 5,305,357 5,142,899
Union Pacific Fixed Income Fund 5,843,040 5,960,698
Company Stock/PAYSOP 2,924 --
Vanguard Wellington Fund 2,461,104 1,845,394
VMRR Prime Portfolio 1,053 --
Vanguard U.S. Growth Fund 1,122,216 655,762
Vanguard International Growth
Portfolio 1,984,564 1,899,912
Vanguard Total Bond Market Fund 425,815 363,989
------------ ------------
$ 25,728,540 $ 23,617,028
============ ============
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
UNION PACIFIC CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--(Continued)
Year Ended Year Ended
December 31, December 31,
1995 1994
---- ----
<S> <C> <C>
Distributions to participants:
Union Pacific Company Stock Fund $ 5,284,198 $ 4,774,709
Union Pacific Equity Index Fund 3,123,367 2,082,588
Union Pacific Fixed Income Fund 5,860,719 4,494,857
Company Stock/PAYSOP 324,497 331,132
Vanguard Wellington Fund 392,133 395,524
Vanguard U.S. Growth Fund 207,725 149,594
Vanguard International Growth
Portfolio 341,643 337,175
Vanguard Total Bond Market Fund 62,020 36,800
Loan Fund 211,118 334,346
------------ ------------
$ 15,807,420 $ 12,936,725
============ ============
</TABLE>
<PAGE> COVER
Exhibit 99(b)
UNION PACIFIC FRUIT EXPRESS
COMPANY AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
Financial Statements and Supplemental Schedules
for the Years Ended December 31, 1995 and 1994
and Independent Auditors' Report
<PAGE> INDEX
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
TABLE OF CONTENTS
- ------------------------------------------------------------------------------
Page
----
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND 1994 AND
FOR THE YEARS THEN ENDED:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-7
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1995 AND FOR THE
YEAR THEN ENDED:
Item 27a - Schedule of Assets Held for Investment Purposes 8
Item 27d - Schedule of Reportable Transactions 9
Schedules not filed herewith are omitted because of the absence of the
conditions under which they are required.
<PAGE> 1
INDEPENDENT AUDITORS' REPORT
Union Pacific Fruit Express Company Agreement
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, 1995 and 1994 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,
1995 and 1994, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the Table of Contents are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. Such supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic 1995 financial statements and,
in our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
May 23, 1996
<PAGE> 2
<TABLE>
<CAPTION>
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------
1995 1994
---- ----
<S> <C> <C>
ASSETS:
Investments at fair value (Note 3) $175,643 $73,286
-------- -------
Net assets available for benefits $175,643 $73,286
======== =======
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------
1995 1994
---- ----
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income (Note 7):
Net appreciation (depreciation) in
fair value of investments (Note 3) $ 29,447 $(3,185)
Interest 125 61
Dividends 5,159 1,737
-------- -------
34,731 (1,387)
Employee Contributions (Note 7): 68,321 60,392
-------- -------
Total Additions 103,052 59,005
-------- -------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
DISTRIBUTIONS TO PARTICIPANTS (Note 7) 695 1,702
-------- -------
NET INCREASE 102,357 57,303
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year 73,286 15,983
-------- -------
End of Year $175,643 $73,286
======== =======
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 4
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------
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 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 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. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - 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.
Investment Valuation and Income Recognition - Investments in the Union
Pacific Company Stock Fund, Vanguard/Wellington Fund, Vanguard Index Trust-
500 Portfolio Fund, Vanguard US 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.
Reclassifications - Certain reclassifications have been made to the 1994
financial statements to conform with classifications in the 1995 financial
statements.
<PAGE> 5
3. INVESTMENTS
Plan participants may direct their contributions in various proportions to
any of the seven 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 US Growth Fund - This fund consists of investment in the
Vanguard US 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, 1995 December 31, 1994
----------------- -----------------
Number Fair Number Fair
of Units Value of Units Value
-------- ----- -------- -----
<S> <C> <C> <C> <C>
Investments at Fair Value as
Determined by Quoted Market
Price:
Union Pacific Company
Stock Fund 3,158.845 $ 34,242 1,169.466 $ 8,794
Vanguard Wellington Fund 2,552.599 62,360 1,525.238 29,574
Vanguard Index Trust -
500 Portfolio Fund 1,227.725 70,717 671.927 28,873
Other - 6,489 - 172
-------- -------
173,808 67,413
Other Investments at Estimated
Fair Value: 1,835 5,873
-------- -------
Total Investments at
Fair Value $175,643 $73,286
======== =======
</TABLE>
<PAGE> 6
During 1995 and 1994, the Plan's investments (including investments bought,
sold, and held during the year), appreciated (depreciated) in value by
$29,447 and $(3,185), respectively, as follows:
<TABLE>
<CAPTION>
Years Ended
December 31,
1995 1994
---------------------
<S> <C> <C>
Net Change in Fair Value
Investments at Fair Value as Determined
by Quoted Market Price:
Union Pacific Company Stock Fund $ 5,897 $(1,912)
Mutual Funds 23,550 (1,273)
------- -------
Net change in fair value $29,447 $(3,185)
======= =======
</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 July 27, 1995, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code
(the 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 was 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 ben 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> 7
<TABLE>
<CAPTION>
7. FUND INFORMATION
Investment income, contributions and distributions to participants by fund
are as follows for the year ended December 31, 1995 and 1994:
Year Ended Year Ended
December 31, December 31,
1995 1994
------------ -------------
<S> <C> <C>
Investment Income:
Union Pacific Company Stock Fund $ 6,553 $(1,729)
Vanguard Wellington Fund 13,064 (44)
Vanguard Index Trust 500 Portfolio
Fund 14,642 325
Vanguard Investment Contract Trust
Fund 125 61
Vanguard U.S. Growth Fund 257 1
Vanguard International Growth Portfolio
Fund 89 (1)
Vanguard Total Bond Market Fund 1 -
------- --------
$34,731 $(1,387)
======= =======
Contributions:
Union Pacific Company Stock Fund $16,939 $ 8,830
Vanguard Wellington Fund 24,807 24,728
Vanguard Index Trust - 500 Portfolio
Fund 23,468 23,899
Vanguard Investment Contract Trust Fund 1,455 2,727
Vanguard U.S. Growth Fund 773 78
Vanguard International Growth Portfolio
Fund 836 130
Vanguard Total Bond Market Fund 43 -
------- -------
$68,321 $60,392
======= =======
Distributions to participants:
Union Pacific Company Stock Fund $ - $ 103
Vanguard Wellington Fund 189 -
Vanguard Index Trust - 500 Portfolio
Fund - 103
Vanguard Investment Contract Trust
Fund 506 1,496
Vanguard U.S. Growth Fund - -
Vanguard International Growth Portfolio
Fund - -
Vanguard Total Bond Market Fund - -
------- -------
$ 695 $ 1,702
======= =======
<PAGE> 8
</TABLE>
<TABLE>
<CAPTION>
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
Column B Column C Column D Column E
Identity of Issue, Description of Investment
Borrower, Lessor Including Collateral, Rate
or Similar Party of Interest, Maturity Date, Current
Par or Maturity Value Cost Value
------------------ --------------------------- ---- -------
<S> <C> <C> <C>
Union Pacific Company
Stock Fund* 3,158.845 units $ 30,253 $ 34,242
Vanguard Wellington Fund* 2,552.599 units 53,951 62,360
Vanguard Index Trust -
500 Portfolio Fund* 1,227.725 units 57,850 70,717
Vanguard US Growth Fund* 260.343 units 5,251 5,298
Vanguard International
Growth Portfolio Fund* 76.391 units 1,088 1,147
Vanguard Investment Contract
Trust Fund* 1,834.850 units 1,835 1,835
Vanguard Total Bond
Market Fund* 4.380 units 44 44
-------- --------
$150,272 $175,643
======== ========
*Represents a party-in-interest
<PAGE> 9
</TABLE>
<TABLE>
<CAPTION>
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------------
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
Identity Value of Net
of Descrip- Asset on Gain
Party tion of Purchase Selling Cost of Transaction or
Involved Asset Price Price Asset Date (Loss)
-------- -------- -------- ------- ------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Vanguard
Fiduciary Vanguard
Trust US Growth
Company Fund* $4,189 $ - $4,189 $4,189 $ -
Vanguard
Fiduciary Vanguard
Trust Wellington
Company Fund* $ - $4,189 $3,465 $4,189 $ 724
</TABLE>
Series of Transactions, When Aggregated, Involving an
Amount in Excess of 5% of the Current Value of Plan Assets:
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E Column F Column G
Total Total
Identity Dollar Dollar Net
of Descrip- Number Number Value Value Gain
Party tion of of of of of or
Involved Asset Purchases Sales Purchases Sales (Loss)
-------- -------- --------- ------ --------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Vanguard Union
Fiduciary Pacific
Trust Company
Company Stock
Fund* 29 - $19,551 $ - $ -
Vanguard
Fiduciary Vanguard
Trust Wellington
Company Fund* 28 4 $29,981 $7,421 $887
Vanguard Vanguard
Fiduciary Index
Trust Trust -
Company 500
Portfolio
Fund* 30 1 $29,092 $ 464 $ 30
Vanguard Vanguard
Fiduciary Investment
Trust Contract
Company Trust
Fund* 36 2 $ 1,972 $2,678 $ -
Vanguard
Fiduciary Vanguard
Trust US Growth
Company Fund* 26 - $ 5,186 $ - $ -
*Represents a party-in-interest
</TABLE>
<PAGE> COVER
Exhibit 99(c)
SKYWAY RETIREMENT SAVINGS PLAN
Financial Statements for the Years Ended
December 31, 1995 and 1994, Supplemental
Schedules for the Year Ended December 31, 1995
and Independent Auditors' Report
<PAGE> INDEX
SKYWAY RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
- ------------------------------------------------------------------------------
Page
----
Independent Auditors' Report 1
Financial Statements for the Years Ended December 31, 1995 and 1994:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-7
Supplemental Schedules for the Year Ended December 31, 1995:
Item 27a - Assets Held for Investment Purposes 8
Item 27d - Reportable Plan Transactions 9
<PAGE> 1
INDEPENDENT AUDITORS' REPORT
The Administrative Committee of the
Skyway Retirement Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the Skyway Retirement Savings Plan (the Plan) as of December 31,
1995 and 1994, 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,
1995 and 1994, 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, 1995 and reportable Plan
transactions for the year ended December 31, 1995 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 1995 financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
San Jose, California
April 18, 1996
<PAGE> 2
<TABLE>
<CAPTION>
SKYWAY RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------
1995 1994
---- ----
<S> <C> <C>
ASSETS
INVESTMENTS (Note 3) $6,085,825 $4,391,113
CONTRIBUTIONS RECEIVABLE 67,451 48,183
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $6,153,276 $4,439,296
========== ==========
See notes to financial statements.
<PAGE> 3
</TABLE>
<TABLE>
<CAPTION>
SKYWAY RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------
1995 1994
---- ----
<S> <C> <C>
CONTRIBUTIONS:
Employee $1,335,213 $1,040,971
Employer matching 333,572 257,362
Less forfeited employer matching funds (28,193) (16,028)
---------- ----------
Total contributions 1,640,592 1,282,305
---------- ----------
INVESTMENT INCOME (LOSS):
Interest and dividends 255,458 183,940
Net appreciation (depreciation) in fair value
of investments 846,716 (234,227)
---------- ----------
Total investment income (loss) 1,102,174 (50,287)
---------- ----------
BENEFIT PAYMENTS (1,028,786) (181,407)
---------- ----------
NET INCREASE IN NET ASSETS AVAILABLE FOR
BENEFITS 1,713,980 1,050,611
NET ASSETS AVAILABLE FOR BENEFIT:
Beginning of year 4,439,296 3,388,685
---------- ----------
End of year $6,153,276 $4,439,296
========== ==========
See notes to financial statements.
</TABLE>
<PAGE> 4
SKYWAY RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------
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)
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, 1995 and 1994, the Company
contributed an amount equal to 25% of participant's contributions.
Forfeited matching contributions revert to the Company and may be used
in the following year as a portion of the matching contribution.
Profit-Sharing - No profit-sharing contributions were made for the years
ended December 31, 1995 and 1994. 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 participant's 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 - Participants may direct the investment of their
accounts in any of the following six investments options:
Vanguard Windsor II - Funds are invested with a growth and income
objective in common stocks.
Vanguard Investment Contract Trust - Funds are invested in contracts
issued by insurance companies and banks, and in similar types of fixed
income investments.
<PAGE> 5
Vanguard Index Trust 500 Portfolio - Funds are invested in all of the
stocks included the Standard & Poor's 500 Index.
Vanguard International Growth Portfolio - Funds are invested in
potential growth companies based outside of the United States.
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 the benefit in one
of the following forms: (1) a lump-sum amount equal to the value of the
vested portion of the participant's 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.
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, 1995
and 1994. Accordingly, no provision for Federal or state income taxes has
been made.
<PAGE> 6
<TABLE>
<CAPTION>
3. INVESTMENTS
Investments at December 31, 1995 and 1994 consist of:
1995 1994
---- ----
<S> <C> <C>
Vanguard Windsor II - at fair value $1,339,429 $ 879,796
Vanguard Investment Contract Trust
- at contract value 1,228,841 1,112,487
Vanguard Index Trust 500 Portfolio
- at fair value 985,897 518,726
Vanguard International Growth Portfolio
- at fair value 864,414 825,273
Union Pacific Company Stock Fund
- at fair value 828,031 515,561
Vanguard Total Bond Market Fund
- at fair value 570,476 368,568
Participant loans 268,737 170,702
---------- ----------
$6,085,825 $4,391,113
========== ==========
</TABLE>
4. 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
prime rate plus 1% and are payable over a maximum five-year period. Loan
repayment generally is made through payroll deductions.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants become fully vested.
6. ASSETS OF TERMINATED EMPLOYEES
At December 31, 1995 and 1994, approximately $265,000 and $143,000,
respectively, of Plan assets were payable to terminated employees who have
withdrawn from participation in the Plan.
<PAGE> 7
<TABLE>
<CAPTION>
7. FUND INFORMATION
Contributions, benefit payments and investment income by fund for the years
ended December 31, 1995 and 1994 are as follows:
1995 1994
---- ----
<S> <C> <C>
Contributions:
Employee contributions:
Vanguard Windsor II $ 277,426 $ 198,399
Vanguard Investment Contract Trust 209,279 237,421
Vanguard Index Trust 500 Portfolio 249,402 151,285
Vanguard International Growth Portfolio 258,342 171,576
Union Pacific Company Stock Fund 212,921 168,913
Vanguard Total Bond Market Fund 127,843 113,377
---------- ----------
$1,335,213 $1,040,971
========== ==========
Employer matching contributions:
Vanguard Windsor II $ 67,346 $ 49,191
Vanguard Investment Contract Trust 35,073 44,269
Vanguard Index Trust 500 Portfolio 60,600 37,149
Vanguard International Growth Portfolio 61,075 42,635
Union Pacific Company Stock Fund 50,568 40,418
Vanguard Total Bond Market Fund 30,717 27,672
---------- ---------
$ 305,379 $ 241,334
========== =========
Benefit payments:
Vanguard Windsor II $ 250,171 $ 23,122
Vanguard Investment Contract Trust 160,078 47,710
Vanguard Index Trust 500 Portfolio 98,296 19,130
Vanguard International Growth Portfolio 304,165 43,730
Union Pacific Company Stock Fund 159,252 25,551
Vanguard Total Bond Market Fund 25,536 20,329
Participant loans 31,288 1,835
---------- ---------
$1,028,786 $ 181,407
========== =========
Investment income (loss):
Vanguard Windsor II $ 346,362 $ 1,132
Vanguard Investment Contract Trust 70,647 48,652
Vanguard Index Trust 500 Portfolio 226,727 6,792
Vanguard International Growth Portfolio 109,739 1,242
Union Pacific Company Stock Fund 256,554 (116,225)
Vanguard Total Bond Market Fund 76,986 (1,217)
Participant loans 15,159 9,337
---------- ---------
$1,102,174 $ (50,287)
========== =========
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
SKYWAY RETIREMENT SAVINGS PLAN
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
- -------------------------------------------------------------------------------
Number Market
of Units Cost Value
-------- ---- ------
<S> <C> <C> <C>
Vanguard Windsor II (1) 64,832 $1,157,086 $1,339,429
Vanguard Investment Contract Trust (1) 1,228,841 1,228,841 1,228,841
Vanguard Index Trust 500 Portfolio (1) 17,116 805,227 985,897
Vanguard International Growth Portfolio (1) 57,551 799,693 864,414
Union Pacific Company Stock Fund (1) 76,387 723,357 828,031
Vanguard Total Bond Market Fund (1) 56,260 544,413 570,476
Participant loans (2) -- 268,737 268,737
---------- ----------
$5,527,354 $6,085,825
========== ==========
(1) Represents a party-in-interest.
(2) Consists of 99 individual loans with interest at prime plus 1% and terms
ranging from one to five years.
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
SKYWAY RETIREMENT SAVINGS PLAN
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE PLAN TRANSACTIONS*
YEAR ENDED DECEMBER 31, 1995
- ------------------------------------------------------------------------------
Cost Proceeds Gain
---- -------- ----
<S> <C> <C> <C>
Description of Investment
SERIES OF TRANSACTIONS
ACQUISITIONS:
Vanguard Windsor II (62 transactions) $624,901
Vanguard Investment Contract Trust 545,641
(100 transactions)
Vanguard Index 500 Portfolio 403,422
(52 transactions)
Vanguard International Growth Portfolio 373,485
(42 transactions)
Union Pacific Company stock 324,945
(47 transactions)
Vanguard Total Bond Market Fund 218,085
(72 transactions)
DISPOSITIONS:
Vanguard Investment Contract Trust $429,288 $429,288 $ --
(77 transactions)
Vanguard International Growth Portfolio 407,068 421,242 14,174
(72 transactions)
Vanguard Windsor II (72 transactions) 384,956 437,424 52,468
Union Pacific Company stock 203,716 248,347 44,631
(78 transactions)
Vanguard Index 500 Portfolio 124,106 142,353 18,247
(58 transactions)
Vanguard Total Bond Market Fund 59,060 61,866 2,806
(63 transactions)
* 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>
<PAGE> COVER
Exhibit 99(d)
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
Financial Statements and Supplemental Schedules
for the Years Ended December 31, 1995 and 1994
and Independent Auditors' Report
<PAGE> INDEX
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
TABLE OF CONTENTS
- ------------------------------------------------------------------------------
Page
----
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND 1994
AND FOR THE YEARS THEN ENDED:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-7
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1995
AND FOR THE YEAR THEN ENDED:
Item 27a - Schedule of Assets Held for Investment Purposes 8
Item 27d - Schedule of Reportable Transactions 9
Schedules not filed herewith are omitted because of the absence of the
conditions under which they are required.
<PAGE> 1
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, 1995 and 1994, 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 misstatements. 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,
1995 and 1994, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the Table of Contents are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. Such supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic 1995 financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
May 23, 1996
<PAGE> 2
<TABLE>
<CAPTION>
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------
1995 1994
---- ----
<S> <C> <C>
ASSETS:
Investments at fair value (Note 3) $55,139,991 $27,934,819
----------- -----------
Net assets available for benefits $55,139,991 $27,934,819
=========== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------
1995 1994
---- ----
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income (Note 7):
Net appreciation (depreciation) in fair
value of investments (Note 3) $ 9,657,059 $(1,638,888)
Interest 234,540 126,861
Dividends 1,451,500 688,832
----------- -----------
11,343,099 (823,195)
Employee Contributions (Note 7): 16,805,417 14,865,579
----------- -----------
Total Additions 28,148,516 14,042,384
----------- -----------
DEDUCTION FROM NET ASSETS ATTRIBUTED TO
DISTRIBUTION TO PARTICIPANTS (Note 7): 943,344 326,064
----------- -----------
NET INCREASE 27,205,172 13,716,320
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year 27,934,819 14,218,499
----------- -----------
End of Year $55,139,991 $27,934,819
=========== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 4
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------
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 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
Basis of Accounting - 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.
Investment Valuation and Income Recognition - Investments in the Union
Pacific Company Stock Fund, Vanguard Wellington Fund, Vanguard Index
Trust-500 Portfolio Fund, Vanguard US 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.
Reclassifications - Certain reclassifications have been made to the 1994
financial statements to conform with classifications in the 1995 financial
statements.
<PAGE> 5
3. INVESTMENTS
Plan participants may direct their contributions in various proportions to
any of the seven 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 US Growth Fund - This fund consists of investment in the
Vanguard US Growth Mutual Fund.
Fund F - Vanguard International Growth Portfolio Fund - 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, 1995 December 31, 1994
----------------------- -----------------------
Number Fair Number Fair
of Units Value of Units Value
-------- ----- -------- -----
<S> <C> <C> <C> <C>
Investments at Fair Value as Determined
by Quoted Market Price:
Vanguard Wellington Fund 611,225.539 $14,932,240 395,734.661 $ 7,673,295
Vanguard Index Trust
- 500 Portfolio Fund 368,706.110 21,237,472 247,862.819 10,650,665
Union Pacific Company
Stock Fund 1,016,452.978 11,018,350 648,639.166 4,877,767
Other -- 3,172,056 -- 1,034,850
----------- -----------
50,360,118 24,236,577
----------- -----------
Investments at Estimated Fair Value:
Vanguard Investment Contract
Trust Fund 4,779,873.470 4,779,873 3,041,067.370 3,041,067
Other -- -- -- 657,175
----------- -----------
4,779,873 3,698,242
----------- -----------
$55,139,991 $27,934,819
=========== ===========
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
During 1995 and 1994, the Plan's investments (including investments bought,
sold, and held during the year) appreciated (depreciated) in value by
$9,657,060 and $(1,638,888), respectively, as follows:
Years Ended
December 31,
--------------------
1995 1994
---- ----
<S> <C> <C>
Net Change in Fair Value
Investments at Fair Value as Determined
by Quoted Market Price:
Union Pacific Company Stock Fund 2,656,355 (1,146,200)
Mutual Funds $7,000,704 $ (492,688)
---------- -----------
Net change in fair value $9,657,059 $(1,638,888)
========== ============
</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 July 27, 1995, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code
(the 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 was 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> 7
<TABLE>
<CAPTION>
7. FUND INFORMATION
Investment income, contributions and distributions to participants by fund
are as follows for the years ended December 31, 1995 and 1994:
Year Ended Period Ended
December 31, December 31,
1995 1994
------------ ------------
<S> <C> <C>
Investment Income:
Union Pacific Company Stock Fund $ 2,906,421 $(1,033,466)
Vanguard Wellington Fund 3,049,684 (25,193)
Vanguard Index Trust 500 Portfolio Fund 4,783,462 129,293
Vanguard Investment Contract Trust Fund 234,540 126,861
Vanguard U.S. Growth Fund 155,034 2,880
Vanguard International Growth
Portfolio Fund 193,334 (23,585)
Vanguard Total Bond Market Fund 20,624 15
----------- -----------
$11,343,099 $ (823,195)
=========== ===========
Contributions:
Union Pacific Company Stock Fund $ 3,538,563 $ 3,107,322
Vanguard Wellington Fund 4,410,060 4,201,415
Vanguard Index Trust - 500 Portfolio Fund 5,850,039 5,626,644
Vanguard Investment Contract Trust Fund 1,539,332 1,454,643
Vanguard U.S. Growth Fund 424,127 87,754
Vanguard International Growth
Portfolio Fund 932,616 366,536
Vanguard Total Bond Market Fund 110,680 21,265
----------- -----------
$16,805,417 $14,865,579
=========== ===========
Distributions to participants:
Union Pacific Company Stock Fund $ 177,571 $ 68,205
Vanguard Wellington Fund 213,372 83,071
Vanguard Index Trust - 500 Portfolio Fund 387,928 116,778
Vanguard Investment Contract Trust Fund 128,888 56,153
Vanguard U.S. Growth Fund 7,040 923
Vanguard International Growth
Portfolio Fund 24,705 914
Vanguard Total Bond Market Fund 3,840 20
----------- -----------
$ 943,344 $ 326,064
=========== ===========
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
- ------------------------------------------------------------------------------
Column B Column C Column D Column E
Description of Investment,
Identity of Issue, Including Collateral, Rate
Borrower, Lessor of Interest, Maturity Date, Current
or Similar Party Par or Maturity Value Cost Value
------------------ --------------------------- ---- -------
<S> <C> <C> <C>
Union Pacific Company Stock
Fund* 1,016,452.978 units $ 9,592,793 $11,018,350
Vanguard Wellington Fund* 611,225.539 units 12,822,411 14,932,240
Vanguard Index Trust-
500 Portfolio Fund* 368,706.110 units 16,938,579 21,237,472
Vanguard Investment Contract
Trust Fund* 4,779,873.470 units 4,779,873 4,779,873
Vanguard U.S. Growth Fund* 46,688.571 units 885,685 990,812
Vanguard International Growth
Portfolio Fund* 129,188.472 units 1,831,376 1,940,411
Vanguard Total Bond
Market Fund* 23,750.766 units 230,915 240,833
---------- ----------
$47,081,632 $55,139,991
========== ==========
*Represents party-in-interest
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
- -------------------------------------------------------------------------------
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
Dollar Dollar Net
Identity of Description No. of No. of Value Value of Gain or
Party Involved of Asset Purchases of Sales Purchases Sales (Loss)
- -------------- ----------- --------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Vanguard Union Pacific
Fiduciary Company
Trust Company Stock Fund* 154 169 $4,955,641 $1,471,413 $234,011
Vanguard Vanguard
Fiduciary Wellington
Trust Company Fund* 110 153 $5,580,845 $ 709,303 $ 62,555
Vanguard Vanguard
Fiduciary Index Trust-500
Trust Company Portfolio Fund* 151 154 $7,217,877 $ 971,479 $111,044
Vanguard Vanguard Investment
Fiduciary Contract Trust
Trust Company Fund* 189 150 $2,756,122 $1,017,316 $ --
Vanguard Vanguard International
Fiduciary Growth Portfolio
Trust Company Fund* 123 129 $1,473,325 $ 473,278 $ 13,548
* Represents a party-in-interest
</TABLE>
<PAGE> COVER
Exhibit 99(e)
UNION PACIFIC MOTOR FREIGHT
COMPANY AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
Financial Statements and Supplemental Schedules
for the Year Ended December 31, 1995 and 1994
and Independent Auditors' Report
<PAGE> INDEX
UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
TABLE OF CONTENTS
- ------------------------------------------------------------------------------
Page
----
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND 1994
AND FOR THE YEARS THEN ENDED:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-7
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1995
AND FOR THE YEAR THEN ENDED:
Item 27a - Schedule of Assets Held for Investment Purposes 8
Item 27d - Schedule of Reportable Transactions 9
Schedules not filed herewith are omitted because of the absence of the
conditions under which they are required.
<PAGE> 1
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, 1995 and 1994 and the
related statement 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, 1995 and 1994 and the changes in net assets available for
benefits for the years ended December 31, 1995 and 1994, in conformity
with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed
in the Table of Contents are presented for the purpose of additional analysis
and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the
Plan's management. Such supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic 1995 financial
statements and, in our opinion, are fairly stated in all material respects
when considered in relation to the basic financial statements taken as a whole.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
May 23, 1996
<PAGE> 2
<TABLE>
<CAPTION>
UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------
1995 1994
---- ----
<S> <C> <C>
ASSETS:
Investments at fair value (Note 3) $182,336 $83,883
-------- -------
Net assets available for benefits $182,336 $83,883
======== =======
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED
DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------
1995 1994
---- ----
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income (Note 7):
Net appreciation (depreciation) in
fair value of investments (Note 3) $ 32,848 $ (6,412)
Interest 779 174
Dividends 4,367 1,685
--------- --------
37,994 (4,553)
Employee Contributions (Note 7): 82,198 90,434
--------- --------
Total Additions 120,192 85,881
--------- --------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants (Note 7) 21,739 1,998
--------- --------
NET INCREASE 98,453 83,883
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year 83,883 --
--------- --------
End of Year $ 182,336 $ 83,883
--------- --------
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 4
UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the Union Pacific Motor Freight 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 Motor Freight Company (the Company) who 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 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. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accounts of the Plan have been prepared in
accordance with generally accepted accounting principals. The financial
statements were prepared in accordance with the financial reporting
requirements of the ERISA as permitted by the Securities and Exchange
Commission's amendments to Form 11-K adopted during 1990.
Investment Valuation and Income Recognition - Investments in the Union
Pacific Company Stock Fund, Vanguard Wellington Fund, Vanguard
Index Trust-500 Portfolio Fund, Vanguard US 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.
Reclassifications - Certain reclassifications have been made to the 1994
financial statements to conform with classifications in the 1995
financial statements.
<PAGE> 5
3. INVESTMENTS
Plan participants may direct their contributions in various proportions to
any of the seven 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 US Growth Fund - This fund consists of investment in
the Vanguard US 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, 1995 December 31, 1994
-------------------- -----------------
Number Fair Number Fair
of Units Value of Units Value
-------- ----- -------- -----
<S> <C> <C> <C> <C>
Investments at Fair Value
as Determined By Quoted
Market Price:
Union Pacific Company
Stock Fund 6,341.668 $ 68,743 3,670.524 $27,602
Vanguard Wellington Fund 1,413.295 34,527 1,024.214 19,860
Vanguard Index Trust -
500 Portfolio Fund 912.077 52,536 548.084 23,551
Other -- 7,591 -- 1,541
-------- -------
163,397 72,554
Investments at Estimated
Fair Value: Vanguard
Investment Contract
Trust Fund 18,939.220 18,939 6,327.390 6,327
Other -- -- -- 5,002
-------- -------
18,939 11,329
-------- -------
Total Investments at
Fair Value $182,336 $83,883
======== =======
</TABLE>
<PAGE> 6
During the year ended December 31, 1995 and 1994, the Plan's investment
(including investments bought, sold, and held during the year),
appreciated (depreciated) in value by $32,848 and ($6,412) as follows:
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, December 31,
1995 1994
------------- -------------
<S> <C> <C>
Net Change in Fair Value
Investments at Fair Value as
Determined by Quoted Market
Price:
Union Pacific Company Stock Fund $16,158 $(5,575)
Mutual Funds 16,690 (837)
------- -------
Net change in fair value $32,848 $(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 in compliance with the applicable requirements of the
Internal Revenue Code (the 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 was 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> 7
<TABLE>
<CAPTION>
7. FUND INFORMATION
Investment income, contributions, and distributions to participants by
fund are as follows for the years ended December 31, 1995 and 1994:
Year Ended Year Ended
December 31, December 31,
1995 1994
------------ ------------
<S> <C> <C>
Investment Income:
Union Pacific Company Stock Fund $17,714 $(5,003)
Vanguard Wellington Fund 7,079 19
Vanguard Index Trust - 500
Portfolio Fund 11,745 389
Vanguard Investment Contract
Trust Fund 779 174
Vanguard US Growth Fund 107 -
Vanguard International Growth
Portfolio 550 (132)
Vanguard Total Bond Market Fund 20 -
------- -------
$37,994 $(4,553)
======= =======
Contributions:
Union Pacific Company Stock Fund $32,700 $34,081
Vanguard Wellington Fund 15,752 21,056
Vanguard Index Trust - 500
Portfolio Fund 21,093 26,521
Vanguard Investment Contract
Trust Fund 7,364 7,180
Vanguard International Growth
Portfolio 1,088 56
Vanguard Total Bond Market Fund 3,740 1,540
461 -
------- -------
$82,198 $90,434
======= =======
Distributions to participants:
Union Pacific Company Stock Fund $ 8,744 $ -
Vanguard Wellington Fund 8,496 -
Vanguard Index Trust - 500
Portfolio Fund 4,239 -
Vanguard Investment Contract Trust Fund - -
Vanguard US Growth Fund 68 -
Vanguard International Growth
Portfolio 192 1,998
Vanguard Total Bond Market Fund - -
------- -------
$21,739 $ 1,998
------- -------
<PAGE> 8
</TABLE>
<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, 1995
- ------------------------------------------------------------------------------
Column B Column C Column D Column E
Description of
Investment,
Identity of Including Collateral,
Issue, Borrower, Rate of Interest,
Lessor or Maturity Date Current
Similar Party or Maturity Value Cost Value
---------------- --------------------- ---- -------
<S> <C> <C> <C>
Union Pacific Company Stock Fund* 6,341.668 units $58,816 $68,743
Vanguard Wellington Fund* 1,413.295 units 29,932 34,527
Vanguard Index Trust -
500 Portfolio Fund* 912.077 units 42,614 52,536
Vanguard Investment Contract
Trust Fund* 18,939.220 units 18,939 18,939
Vanguard US Growth Fund* 58.168 units 1,132 1,184
Vanguard International Growth
Portfolio* 394.532 units 5,582 5,926
Vanguard Total Bond
Market Fund* 47.486 units 470 481
-------- --------
$157,485 $182,336
======== ========
* Represents a party-in-interest
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
UNION PACIFIC MOTOR FREIGHT COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
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 Description Number of Number Value of Value of Net Gain
Party Involved of Asset Purchases of Sales Purchases Sales or(Loss)
- -------------- ----------- ---------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Union
Vanguard Pacific
Fiduciary Company
Trust Stock
Company Fund* 28 9 $36,074 $11,091 $1,876
Vanguard
Fiduciary Vanguard
Trust Wellington
Company Fund* 28 7 $18,486 $ 9,379 $ 624
Vanguard
Index
Vanguard Trust -
Fiduciary 500
Trust Portfolio
Company Fund* 29 5 $23,466 $ 5,136 $ 574
Vanguard
Vanguard Investment
Investment Contract
Trust Trust
Company Fund* 34 - $12,612 $ - $ -
Vanguard
Inter-
Vanguard national
Investment Growth
Trust Portfolio
Company Fund* 26 2 $ 4,232 $ 192 $ 2
* Represents a party-in-interest
</TABLE>
