UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K405/A-2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1998
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.)
1416 DODGE STREET, OMAHA, NEBRASKA
(Address of principal executive offices)
68179
(Zip Code)
(402) 271-5777
Registrant's telephone number, including area code
------------------------------------------------------------
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.
- ----------------------------------------
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 26, 1999 the aggregate market value of the registrant's Common
Stock held by non-affiliates (using the New York Stock Exchange closing price)
was approximately $10,973,121,951.
The number of shares outstanding of the registrant's Common Stock as of
February 26, 1999 was 247,579,048.
<PAGE> 2
The undersigned Registrant hereby amends its Annual Report on Form 10-K for
the fiscal year ended December 31, 1998 to include the following exhibits. The
following exhibits supersede exhibits 23(c) and 99(c) previously filed under
10-K405/A-1 dated June 25, 1999.
Exhibit Number Exhibit
(23) Independent Auditors' Consent
(99) Financial Statements for the Fiscal Years ended December 31,
1998 (Restated) and 1997 (Restated) required by Form 11-K for
the Union Pacific 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.
Date: October 15, 1999
UNION PACIFIC CORPORATION
(Registrant)
/s/ James R. Young
------------------
James R. Young
Senior Vice President - Finance and
Controller
<PAGE> 4
Exhibit Index
Exhibit Number Exhibit
(23) Independent Auditors' Consent
(99) Financial Statements for the Fiscal Years ended December 31,
1998 (Restated) and 1997 (Restated) required by Form 11-K for
the Union Pacific Agreement Employee 401(k) Retirement Thrift
Plan.
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-13115 of Union Pacific Corporation on Form S-8 of our report dated May 17,
1999 (August 19, as to Note 10) (which expresses an unqualified opinion and
includes an explanatory paragraph relating to the restatement described in Note
10), appearing in Exhibit 99 of Amendment No. 2 to the Annual Report on Form 10
K of Union Pacific Corporation for the fiscal year ended December 31, 1998.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
October 15, 1999
Exhibit 99
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
Financial Statements as of and for the Years Ended December 31, 1998 (Restated)
and 1997 (Restated), Supplemental Schedules as of and for the Years Ended
December 31, 1998 and 1997 (Restated) 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, 1998 (RESTATED)
AND 1997 (RESTATED) 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 4-9
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1998 AND 1997
AND FOR THE YEARS THEN ENDED:
Item 27a - Schedule of Assets Held for Investment
Purposes, December 31, 1998 10
Item 27a - Schedule of Assets Held for Investment
Purposes, December 31, 1997 (Restated) 11
Item 27d - Schedule of Reportable Transactions,
Year Ended December 31, 1998 12
Item 27d - Schedule of Reportable Transactions,
Year Ended December 31, 1997 13
Schedules not filed herewith are omitted because of the absence of the
conditions under which they are required by the Employee Retirement Income
Security Act of 1974.
<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, 1998 and 1997, 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,
1998 and 1997, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
As discussed in Note 10 to the financial statements, the 1998 and 1997 financial
statements have been restated.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, are fairly stated in all
material respects when considered in relation to the basic financial statements
taken as a whole.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
May 17, 1999
(August 19, 1999 as to Note 10)
<PAGE> 2
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
<TABLE>
<CAPTION>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 (RESTATED) AND 1997 (RESTATED)
- -------------------------------------------------------------------------------
1998 1997
(As restated, (As restated,
see Note 10) see Note 10)
ASSETS:
<S> <C> <C> <C>
Investments at fair value (Note 3) $ 325,391,442 $ 228,413,669
Contributions receivable 2,671,590 -
------------- -------------
Net assets available for benefits $ 328,063,032 $ 228,413,669
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 3
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1998 (RESTATED) AND 1997 (RESTATED)
- -------------------------------------------------------------------------------
1998 1997
(As restated, (As restated,
see Note 10) see Note 10)
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income (Note 7):
<S> <C> <C>
Net appreciation in fair value of
investments (Note 3) $ 27,051,046 $ 15,163,982
Interest 637,025 485,016
Dividends 13,973,813 5,149,480
------------ ------------
Total investment income 41,661,884 20,798,478
------------ ------------
Employee contributions (Note 7) 67,803,914 32,360,426
------------ ------------
Total additions 109,465,798 53,158,904
------------ ------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants (Note 7) 9,816,435 2,866,063
------------ ------------
NET INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS PRIOR TO PLAN MERGER 99,649,363 50,292,841
PLAN MERGER (Notes 9 and 10) - 85,401,156
------------ ------------
NET INCREASE IN NET ASSETS AVAILABLE FOR
BENEFITS 99,649,363 135,693,997
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year 228,413,669 92,719,672
------------ ------------
End of Year $328,063,032 $228,413,669
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- -----------------------------------------------------------------------------
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.
Spin-Off - In September 1996, Union Pacific Corporation's (the Corporation)
Board of Directors declared a special dividend consisting of the shares of
Union Pacific Resources Group Inc. (Resources) common stock owned by the
Corporation (the Spin-Off). As a result of the Spin-Off, each of the
Corporation's stockholders received 0.846946 of a share of Resources common
stock for each share of Corporation common stock held by such stockholders
at the September 26, 1996 record date for the distribution. Therefore, each
Plan participant's account received 0.846946 of a share of Resources common
stock for each share of Corporation common stock held in the account. The
shares received were placed in the Union Pacific Railroad's Res (Excl Divs)
(formerly Resources Stock Fund). Future contributions to Union Pacific
Railroad's Res (Excl Divs) are not permitted.
Contributions - Participants may contribute 2% to 20% effective January 1,
1998 (2% to 8% prior to January 1, 1998) of their compensation on a salary
deferral basis subject to limitations specified in the Internal Revenue
Code. Participants may also contribute 1% to 20% of their compensation on an
after-tax basis. Combined after-tax and pre-tax contributions may not exceed
20% of compensation. 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 and the funds in which
the participant has elected to invest his/her accounts.
Vesting - Participants are at all times 100% vested in the value of their
account.
Investment Options - Plan participants may direct their contributions in
various proportions to any of the eight available investment funds
identified below:
Union Pacific Railroad Stock Fund - This fund is administered as a
separate account by Vanguard Fiduciary Trust Company and invests primarily
in the common stock of Union Pacific Corporation. It also maintains a
small cash position invested in Vanguard Money Market Reserves, to
facilitate transactions. The stock fund is divided into fund shares,
rather than shares of Corporation common stock.
<PAGE> 5
Vanguard Wellington Fund - This fund consists of investment in the
Vanguard Wellington Mutual Fund which is comprised of common stocks and
fixed income securities.
Vanguard 500 Index Fund - This fund consists of investment in the Vanguard
500 Index Portfolio Mutual Fund, a diversified open-end investment
company, or mutual fund, and comprises the 500, Growth, Value, Extended
Market, Small Capitalization Stock and Total Stock
Market Portfolios.
Vanguard Retirement Savings Trust - This fund consists of investment in
the Vanguard Retirement Savings Trust, a collective investment of assets
of tax-qualified pension and profit sharing plan trusts primarily in a
pool of investment contracts that are issued by insurance companies and
commercial banks.
Vanguard U.S. Growth Fund - This fund consists of investment in the
Vanguard U.S. Growth Mutual Fund. The prospectus for the Vanguard
U.S. Growth Fund indicates that it is comprised of established U.S.
growth stocks.
Vanguard International Growth Fund - This fund consists of investment in
the Vanguard International Growth Portfolio Mutual Fund. The prospectus
for the Vanguard International Growth Fund indicates that it is comprised
of foreign common stocks with high growth potential.
Vanguard Total Bond Market Index Fund - This fund consists of investment
in the Vanguard Total Bond Market Mutual Fund which is designed to closely
track the investment performance of the Lehman Brothers Aggregate Bond
Index.
Vanguard Prime Money Market Fund - This fund consists of investment in the
Vanguard Money Market Reserves - Prime Portfolio which 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.
Payment of Benefits - Distribution of benefits shall be in a lump sum as
soon as possible following the participant's termination of employment,
subject to certain consent requirements for participants whose accounts
exceed a statutory cash-out threshold. If a participant, whose account
exceeds the threshold does not consent to payment at termination, the
account will be paid on the earliest of the participant's request for
payment, the participant's death, or the participant's reaching age 70-1/2.
Pay-out is mandatory for a participant who has reached age 70-1/2 but has
not terminated employment.
Plan Administration - The Plan is administered by the Senior Vice President,
Human Resources of the Union Pacific Corporation. All expenses incurred in
the administration of the Plan are paid by the Company.
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 ERISA as permitted by the Securities and Exchange
Commission's amendments to Form 11-K adopted during 1990.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
<PAGE> 6
Investment Valuation and Income Recognition - Investments in the Union
Pacific Railroad Stock Fund, Union Pacific Railroad's Res (Excl Divs)
(formerly Resources Stock Fund), Vanguard Wellington Fund, Vanguard 500
Index Fund, Vanguard Prime Money Market Fund, Vanguard U.S. Growth Fund,
Vanguard International Growth Fund, and the Vanguard Total Bond Market Index
Fund are valued at fair value as determined by quoted market prices. The
investments in the Vanguard Retirement Savings Trust 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.
Payment of Benefits - Benefits are recorded when paid.
Reclassifications - Certain 1997 amounts have been reclassified to conform
to the 1998 financial statement presentation.
3. INVESTMENTS
The following table presents the fair value of investments. Investments that
represent 5% or more of the Plan's net assets at December 31, 1998 are
separately identified.
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
------------------- ---------------------
Number Fair Number Fair
of Units Value of Units Value
Investments at Fair Value as Determined
by Quoted Market Price:
<S> <C> <C> <C> <C>
Union Pacific Railroad
Stock Fund 4,376,670 $ 32,343,591 1,829,943 $ 18,738,611
Vanguard Wellington Fund 1,896,159 55,652,276 1,161,554 34,207,780
Vanguard 500 Index Fund 976,843 111,311,286 656,404 59,122,300
Vanguard U.S. Growth Fund 1,799,920 67,479,020 354,210 10,165,824
Vanguard Prime Money Market
Fund 21,767,120 21,767,120 750,026 750,026
Other - 23,170,580 - 11,006,080
American Express Trust US
Government Securities
Fund II - - 22,822,636 22,822,636
IDS Selective Fund - - 470,303 4,317,385
IDS Mutual Fund - - 639,185 8,774,734
IDS International Fund - - 405,240 4,129,805
IDS Stock Fund - - 630,592 15,377,612
IDS New Dimensions Fund - - 1,256,348 29,978,984
------------ ------------
311,723,873 219,391,777
Investments at Estimated Fair Value:
Vanguard Retirement
Savings Trust 13,667,569 13,667,569 9,021,892 9,021,892
------------ ------------
Total Investments at Fair Value $325,391,442 $228,413,669
============ ============
</TABLE>
<PAGE> 7
During 1998 and 1997, the Plan's investments (including investments bought,
sold, and held during the year) appreciated in value by $27,051,046 and
$15,163,982, respectively, as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------
Net Change in Fair Value 1998 1997
Investments at Fair Value as Determined by
Quoted Market Price:
<S> <C> <C>
Union Pacific Railroad Stock Fund $ (5,472,307) $ 472,292
Union Pacific Railroad's Res (Excl Divs) (2,101,340) (834,278)
Mutual Funds 34,624,693 15,525,968
------------ -----------
Net change in fair value $ 27,051,046 $15,163,982
============ ===========
</TABLE>
4. PLAN AMENDMENTS
Effective December 31, 1997, the Plan was amended to merge the Southern
Pacific Savings Plan for the Brotherhood of Locomotive Engineers, United
Transportation Union and American Train Dispatchers Department (BLE) into
the Plan. (See Notes 9 and 10)
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 requirements of the Internal
Revenue Code. With respect to the operation of the Plan, Plan management is
aware of certain operational defects which could adversely affect the
tax-exempt status of the Plan. These operational defects will be corrected
through the use of the Voluntary Compliance Resolution (VCR) program.
Submission to the VCR program was made on April 2, 1998 and a compliance
statement was received on September 15, 1998. An additional VCR submission
was made for the Plan on October 2, 1998. The latter submission is still
pending. 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> 8
7. FUND INFORMATION
Investment income, contributions and distributions to participants by fund
are as follows for the years ended December 31, 1998 and 1997:
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------
1998 1997
Investment Income:
<S> <C> <C>
Union Pacific Railroad Stock Fund $(5,062,141) $ 953,676
Union Pacific Railroad's Res (Excl Divs) (2,072,801) (809,327)
Vanguard Wellington Fund 5,416,290 5,724,612
Vanguard 500 Index Fund 22,880,452 12,685,750
Vanguard Retirement Savings Trust 637,025 485,016
Vanguard U.S. Growth Fund 16,649,054 1,580,094
Vanguard International Growth Fund 1,668,012 85,261
Vanguard Total Bond Market Index Fund 481,989 81,767
Vanguard Prime Money Market Fund 1,064,004 11,629
----------- -----------
$41,661,884 $20,798,478
=========== ===========
Contributions:
Union Pacific Railroad Stock Fund $ 9,059,655 $ 5,760,739
Vanguard Wellington Fund 12,701,892 7,080,611
Vanguard 500 Index Fund 21,891,411 10,984,728
Vanguard Retirement Savings Trust 3,579,202 2,027,165
Vanguard U.S. Growth Fund 11,874,516 3,584,223
Vanguard International Growth Fund 3,972,815 2,328,546
Vanguard Total Bond Market Index Fund 1,768,448 523,020
Vanguard Prime Money Market Fund 2,955,975 71,394
----------- -----------
$67,803,914 $32,360,426
=========== ===========
Distributions to participants:
Union Pacific Railroad Stock Fund $ 804,843 $ 488,636
Union Pacific Railroad's Res (Excl Divs) 83,683 112,200
Vanguard Wellington Fund 1,569,293 712,206
Vanguard 500 Index Fund 2,619,502 943,177
Vanguard Retirement Savings Trust 437,012 327,250
Vanguard U.S. Growth Fund 1,663,102 143,216
Vanguard International Growth Fund 299,711 108,825
Vanguard Total Bond Market Index Fund 452,131 10,805
Vanguard Prime Money Market Fund 1,887,158 19,748
----------- -----------
$ 9,816,435 $ 2,866,063
=========== ===========
</TABLE>
8. RELATED PARTY TRANSACTIONS
Plan investments include the Union Pacific Railroad Stock Fund which is
invested primarily in the common stock of Union Pacific Corporation. Union
Pacific Corporation is the holding company of the Plan sponsor and,
therefore, these transactions qualify as party-in-interest transactions.
<PAGE> 9
The Plan also invests in various funds managed by Vanguard Fiduciary Trust
Company. Vanguard Fiduciary Trust Company is the trustee as defined by the
Plan and, therefore, the related transactions qualify as party-in-interest
transactions.
9. PLAN MERGER
Effective December 31, 1997, the Southern Pacific Savings Plan for the
Brotherhood of Locomotive Engineers, United Transportation Union, and
American Train Dispatchers Department (BLE) was terminated and merged into
the Plan. As a result of this merger, effective December 31, 1997, the
trustee of BLE was changed from American Express to Vanguard Fiduciary Trust
Company (Vanguard). The assets and obligations at American Express were
transferred to Vanguard at the end of January 1998. Through a formal trust
agreement between American Express and Vanguard, for the month of January
1998 American Express was a subtrustee of Vanguard as it relates to the BLE.
The name of the Plans, as merged, is Union Pacific Agreement Employee 401(k)
Retirement Thrift Plan.
10. RESTATEMENT
Subsequent to the issuance of the Plan's 1998 financial statements, the
Plan's management determined that the transfer of assets from the BLE should
have been recognized in the Plan's financial statements as of December 31,
1997 when the BLE was merged into the Plan, rather than in 1998. As a
result, the 1998 and 1997 financial statements have been restated from
amounts previously reported to appropriately reflect the transfer of assets
from the BLE in 1997.
A summary of the significant effects of the restatement is as follows:
<TABLE>
<CAPTION>
1998 1997
- -------------------------------------------------------------------------------
As Previously As As Previously As
Reported Restated Reported Restated
Statements of Net Assets
Available for Benefits
<S> <C> <C> <C> <C>
Investments at fair value $325,391,442 $325,391,442 $143,012,513 $228,413,669
Statements of Changes in
Net Assets Available for
Benefits
Net appreciation in fair
value of investments $ 27,018,608 $ 27,051,046 $ 15,163,982 $ 15,163,982
Net increase in net assets
available for benefits 185,050,519 99,649,363 50,292,841 135,693,997
Net assets available for
benefits:
Beginning of year 143,012,513 228,413,669 92,719,672 92,719,672
End of year 328,063,032 328,063,032 143,012,513 228,413,669
</TABLE>
<PAGE> 10
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
<TABLE>
<CAPTION>
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- -------------------------------------------------------------------------------
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 Railroad Stock
Fund * 4,376,670 units $ 34,235,078 $ 32,343,591
Union Pacific Railroad's
Res (Excl Divs) * 370,261 units 3,171,592 1,203,349
Vanguard Wellington Fund * 1,896,159 units 51,691,044 55,652,276
Vanguard 500 Index Fund * 976,843 units 74,088,754 111,311,286
Vanguard Retirement Savings
Trust * 13,667,569 units 13,667,569 13,667,569
Vanguard U.S. Growth Fund * 1,799,920 units 54,674,808 67,479,020
Vanguard International Growth
Fund * 731,588 units 12,481,587 13,731,914
Vanguard Total Bond Market
Index Fund * 801,881 units 8,146,075 8,235,317
Vanguard Prime Money
Market Fund * 21,767,120 units 21,767,120 21,767,120
------------ ------------
$273,923,627 $325,391,442
============ ============
</TABLE>
* Represents a party-in-interest
<PAGE> 11
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
<TABLE>
<CAPTION>
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997 (RESTATED)
- -------------------------------------------------------------------------------
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 Railroad Stock
Fund * 1,829,943 units $ 15,121,620 $ 18,738,611
Union Pacific Railroad's
Resources Stock Fund 421,515 units 3,605,095 3,667,175
Vanguard Wellington Fund * 1,161,554 units 28,676,363 34,207,780
Vanguard Index Trust - 500
Portfolio Fund * 656,404 units 39,775,280 59,122,300
Vanguard Retirement Savings Trust
(formerly Vanguard Investment
Contract Trust Fund) * 9,021,892 units 9,021,892 9,021,892
Vanguard U.S. Growth Fund * 354,210 units 8,889,259 10,165,824
Vanguard International Growth
Portfolio Fund * 362,128 units 5,933,951 5,935,286
Vanguard Bond Index Fund * 139,110 units 1,374,228 1,403,619
Vanguard Money Market
Reserve - Prime Portfolio * 750,026 units 750,026 750,026
American Express Trust US
Government Securities Fund II * 22,822,636 units 22,822,636 22,822,636
IDS Selective Fund * 470,303 units 4,273,335 4,317,385
IDS Mutual Fund * 639,185 units 8,539,564 8,774,734
IDS International Fund * 405,240 units 4,221,051 4,129,805
IDS Stock Fund * 630,592 units 13,795,065 15,377,612
IDS New Dimensions Fund * 1,256,348 units 23,635,377 29,978,984
------------ ------------
$190,434,742 $228,413,669
============ ============
</TABLE>
* Represents a party-in-interest
<PAGE> 12
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
<TABLE>
<CAPTION>
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
- -----------------------------------------------------------------------------------
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 E Column F Column G
Current
Value of
Asset on
Identity of Purchase Selling Cost of Transaction Net Gain
Party Involved Description of Asset Price Price Asset Date or (Loss)
<S> <C> <C> <C> <C> <C> <C>
Vanguard Fiduciary
Trust Company * Union Pacific Railroad Stock Fund $24,790,547 $ - $ - $24,790,547 $ -
Vanguard Fiduciary
Trust Company * Vanguard Wellington Fund $30,914,196 $ - $ - $30,914,196 $ -
Vanguard Fiduciary
Trust Company * Vanguard Wellington Fund $ - $ 8,864,749 $ 7,938,234 $ 8,864,749 $ 926,515
Vanguard Fiduciary
Trust Company * Vanguard 500 Index Funnd $46,806,858 $ - $ - $46,806,858 $ -
Vanguard Fiduciary
Trust Company * Vanguard 500 Index Fund $ - $15,858,772 $12,646,589 $15,858,772 $3,212,183
Vanguard Fiduciary
Trust Company * Vanguard Retirement Savings Trust $10,263,183 $ - $ - $10,263,183 $ -
Vanguard Fiduciary
Trust Company * Vanguard U.S. Growth Fund $55,633,912 $ - $ - $55,633,912 $ -
Vanguard Fiduciary
Trust Company * Vanguard U.S. Growth Fund $ - $10,809,063 $ 9,875,054 $10,809,063 $ 934,009
Vanguard Fiduciary
Trust Company * Vanguard Total Bond Market Index $10,998,862 $ - $ - $10,998,862 $ -
Vanguard Fiduciary
Trust Company * Vanguard Prime Money Market $34,855,545 $ - $ - $34,855,545 $ -
Vanguard Fiduciary
Trust Company * Vanguard Prime Money Market $ - $13,839,977 $13,839,977 $13,839,977 $ -
</TABLE>
<TABLE>
<CAPTION>
Series of Transactions, When Aggregated, Involving an Amount in Excess of 5% of
the Current Value of Plan Assets:
Column A Column B Column C Column D Column E Column F Column G
Total Total
Dollar Dollar
Identity of Number of Number Value of Value of Net Gain
Party Involved Description of Asset Purchases of Sales Purchases Sales or (Loss)
<S> <C> <C> <C> <C> <C> <C>
Vanguard Fiduciary
Trust Company * Union Pacific Railroad Stock Fund 248 242 $24,827,491 $ 5,749,063 $ 34,403
Vanguard Fiduciary
Trust Company * Vanguard Wellington Fund 210 248 $31,039,473 $ 8,990,025 $ 958,211
Vanguard Fiduciary
Trust Company * Vanguard 500 Index Fund 242 250 $47,020,419 $16,072,334 $3,301,966
Vanguard Fiduciary
Trust Company * Vanguard Retirement Savings Trust 251 239 $10,285,509 $ 5,639,836 $ -
Vanguard Fiduciary
Trust Company * Vanguard U.S. Growth Fund 247 247 $55,685,493 $10,860,643 $ 948,968
Vanguard Fiduciary
Trust Company * Vanguard International Growth Fund 178 246 $ 9,912,309 $ 3,515,414 $ 147,928
Vanguard Fiduciary
Trust Company * Vanguard Prime Money Market 240 227 $34,891,713 $13,876,145 $ -
Vanguard Fiduciary
Trust Company * Vanguard Total Bond Market 237 217 $11,025,677 $ 4,261,325 $ 7,412
</TABLE>
* Represents a party-in-interest
<PAGE> 13
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
<TABLE>
<CAPTION>
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
- -------------------------------------------------------------------------------
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 E Column F Column G
Current
Value of
Asset on
Identity of Purchase Selling Cost of Transaction Net Gain
Party Involved Description of Asset Price Price Asset Date or (Loss)
<S> <C> <C> <C> <C> <C> <C>
Vanguard Fiduciary
Trust Company * Union Pacific Common Stock Fund $ 8,845,212 $ - $ - $ 8,845,212 $ -
Vanguard Fiduciary
Trust Company * Union Pacific Common Stock Fund $ - $ 4,931,685 $ 4,119,849 $ 4,931,685 $ 811,836
Vanguard Fiduciary
Trust Company * Vanguard Wellington Fund $11,645,691 $ - $ - $11,645,691 $ -
Vanguard Fiduciary Vanguard Index Trust - 500
Trust Company * Portfolio Fund $17,422,445 $ - $ - $17,422,445 $ -
Vanguard Fiduciary Vanguard Retirement Savings Trust
Trust Company * (formerly Vanguard Investment
Contract Trust Fund) $ 5,947,342 $ - $ - $ 5,947,342 $ -
Vanguard Fiduciary
Trust Compaay * Vanguard U.S. Growth Fund $ 6,128,644 $ - $ - $ 6,128,644 $ -
</TABLE>
<TABLE>
<CAPTION>
Series of Transactions, When Aggregated, Involving an Amount in Excess of 5% of
the Current Value of Plan Assets:
Column A Column B Column C Column D Column E Column F Column G
Total Total
Dollar Dollar
Identity of Number of Number Value of Value of Net Gain
Party Involved Description of Asset Purchases of Sales Purchases Sales or (Loss)
<S> <C> <C> <C> <C> <C> <C>
Vanguard Fiduciary
Trust Company * Union Pacific Common Stock Fund 201 210 $ 8,926,045 $ 5,012,519 $ 837,458
Vanguard Fiduciary
Trust Company * Vanguard Wellington Fund 179 215 $11,771,097 $ 2,587,890 $ 384,656
Vanguard Fiduciary Vanguard Index Trust - 500
Trust Company * Portfolio Fund 238 221 $17,570,311 $ 4,552,860 $1,049,855
Vanguard Fiduciary Vanguard Retirement Savings Trust
Trust Company * (formerly Vanguard Investment
Contract Trust Fund) 250 242 $ 5,984,915 $ 3,977,747 $ -
Vanguard Fiduciary
Trust Company * Vanguard U.S. Growth Fund 214 191 $ 6,147,633 $ 1,984,172 $ 199,019
</TABLE>
* Represents a party-in-interest
