<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission file number 1-13916
UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
(Full title of plan)
Union Pacific Resources Group Inc.
777 Main Street
Fort Worth, Texas 76102
(Name and address of principal executive office of issuer)
The financial statements listed in the accompanying table of contents on the
following page are filed as part of this Form 11-K.
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<PAGE> 2
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee of the Plan has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
Union Pacific Resources Group Inc.
Employees' Thrift Plan
Date: June 12, 2000 /s/ Anne M. Franklin
------------------------
By: Anne M. Franklin
Plan Administrator
i
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UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
TABLE OF CONTENTS TO FINANCIAL STATEMENTS AND
ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ..................................1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
As of December 31, 1999 and 1998 ....................................2
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1999 and 1998 ......................3
Notes to Financial Statements ...........................................4
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1999:
Supplemental Schedule of Assets Held for Investment Purposes ............13
Supplemental Schedule of Reportable Transactions ........................14
EXHIBIT:
23.1 Consent of Independent Public Accountants
</TABLE>
ii
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustees and Participants of the
Union Pacific Resources Group Inc. Employees' Thrift Plan:
We have audited the accompanying statements of net assets available for benefits
of the Union Pacific Resources Group Inc. Employees' Thrift Plan (the "Plan") as
of December 31, 1999 and 1998, and the related statements of changes in net
assets available for benefits for the years ended December 31, 1999 and 1998.
These financial statements, and the supplemental schedules referred to below,
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements and supplemental schedules
based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits 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, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the years ended December 31, 1999 and 1998, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions 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 Employees' Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
As disclosed in Note 12, the Company has adopted Accounting Standards Executive
Committee Statement of Position 99-3, "Accounting For and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters" for the year
ended December 31, 1999.
ARTHUR ANDERSEN LLP
Fort Worth, Texas
June 12, 2000
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UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Assets:
Investments (see Note 3) $223,197,959 $243,098,026
Receivables -
Contributions - employer 309 6,956,693
Dividends and other 188,329 184,406
------------ ------------
Total assets 223,386,597 250,239,125
------------ ------------
Liabilities:
Interest payable 1,208,133 1,512,802
Note payable 64,433,784 86,291,322
------------ ------------
Total liabilities 65,641,917 87,804,124
------------ ------------
Net assets available for benefits $157,744,680 $162,435,001
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 6
UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------- -------------
<S> <C> <C>
Additions:
Additions to net assets attributed to -
Dividend and interest income $ 8,476,365 $ 9,611,677
Net appreciation/(depreciation) in fair value of investments 34,846,186 (49,594,162)
Contributions:
Participants 5,943,402 8,913,081
Employer 19,556,695 25,537,400
Allocation of shares of UPR common stock, at fair value 4,766,117 6,263,696
------------- -------------
Total additions 73,588,765 731,692
------------- -------------
Deductions:
Deductions from net assets attributed to -
Benefits paid to participants 68,359,510 10,122,718
Interest expense 5,153,459 6,847,278
Allocation of shares of UPR common stock, at fair value 4,766,117 6,263,696
------------- -------------
Total deductions 78,279,086 23,233,692
------------- -------------
Net decrease (4,690,321) (22,502,000)
Net assets available for benefits:
Beginning of year 162,435,001 184,937,001
------------- -------------
End of year $ 157,744,680 $ 162,435,001
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 7
UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
The following description of the Union Pacific Resources Group Inc. Employees'
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 pension plan covering: a) all regular
full-time, non-agreement employees, b) agreement employees whose union contracts
allow for their participation, and c) regular part-time employees of Union
Pacific Resources Group Inc. (the "Company" or "UPR") who have completed twelve
months of service and worked at least 1,000 hours. The Board of Directors of the
Company and the Plan Administrator control and manage the operation and
administration of the Plan. Additionally, the Plan is subject to the applicable
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
In October 1995, the Company sold approximately 17% of its common stock in an
initial public offering (the "Offering"). Prior to consummation of the Offering,
the Company was wholly owned by Union Pacific Corporation ("UPC"). Following the
Offering and until October 15, 1996, UPC owned approximately 83% of the
Company's outstanding common stock. Concurrent with the Offering, UPC announced
its intention to distribute its remaining ownership interest in the Company to
its shareholders as a dividend by means of a tax-free distribution (the
"Distribution"). On October 15, 1996, the Distribution was consummated. At that
time, the participants in the Plan received .846946 of a share of the Company's
Common Stock for each share of UPC common stock held in the participants'
accounts. The participants, upon consummation of the Distribution, received
343,736 shares at $27.875 per share.
Effective as of January 1, 1997, the Company added a leveraged employee stock
ownership feature to the Plan (the "UPRG ESOP") (see Note 5). The UPRG ESOP
operates as a leveraged employee stock ownership plan, and is designed to comply
with Section 4975(e)(7) and the regulations thereunder of the Internal Revenue
Code (the "IRC"), as amended. Since January 1, 1997, all employer contributions
have been invested in the UPRG ESOP. A participant is 100% vested at all times
in the portion of his/her account derived from Company contributions since
January 1, 1997.
On April 17, 1998, the Plan was amended and restated effective January 1, 1997
to provide that each regular full-time employee is automatically enrolled in the
Plan on his/her date of employment with an employee contribution rate of 3% of
compensation, as defined by the Plan, unless such employee completes a form
indicating his/her election not to participate. Each regular part-time employee
is automatically enrolled in the Plan after completion of twelve months of
service and 1,000 hours of employment unless such employee completes a form
indicating his/her
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<PAGE> 8
election not to participate. All such contributions are invested in the Vanguard
Prime Money Market Fund until each employee makes his/her personal election.
Contributions
The Plan permits a participant to make annual employee contributions to the Plan
on a before-tax or after-tax basis. During 1999, a participant's aggregate
before-tax or after-tax contributions could not exceed 13% of the participant's
annual compensation. The before-tax contributions meet the requirements of
section 401(k) of the IRC, so that amounts contributed will not be included in
the participant's income for federal income tax purposes. Conversely, amounts
contributed to the Plan on an after-tax basis will be included in the
participant's income for federal income tax purposes. Aggregate monthly employee
contributions may be invested entirely in the Vanguard 500 Index Fund ("500
Index Fund"), Vanguard U.S. Growth Fund ("U.S. Growth"), Vanguard Wellington
Fund ("Wellington"), Vanguard International Growth Fund ("International
Growth"), Vanguard Total Bond Market Index Fund ("Bond Index"), Vanguard Prime
Money Market Fund ("Prime Money Market"), Rainier Investment Mgt: Small/Mid Cap
Equity Portfolio ("Small/Mid Cap Portfolio"), Vanguard Value Index Fund (Value
Index), Vanguard Retirement Savings Trust (Retirement Savings) or any
combination thereof, in multiples of 5% in accordance with the personal election
made by each employee. In prior years, the Plan provided for payroll based
employee stock ownership plan contributions ("PAYSOP").
As of January 1, 1997, the Company is obligated to make contributions in cash to
the UPRG ESOP which, when aggregated with the UPRG ESOP's dividend and interest
earnings, equal the amount required to enable the UPRG ESOP to make the
necessary principal and interest payments on its note payable to the Company
(see Note 5). Shares of the Company's stock are allocated to participant
accounts in amounts necessary to meet the Company's matching requirement equal
to 200% of each participant's basic contribution, limited to 3% of the
participant's annual compensation. From March 1, 1996 to December 31, 1996, all
employer matching contributions were invested in the UPRG Stock Fund. Employer
matching contributions prior to March 1, 1996, but subsequent to the Offering,
were eligible to be invested in any of the available funds including the UPRG
Stock Fund, in multiples of 5% in accordance with the personal election made by
each employee. Prior to the Offering, employer contributions were eligible to be
invested in any of the available funds, including the UPC Stock Fund, in
multiples of 5% in accordance with the personal election made by each employee.
Participant Accounts
Participants' plan accounts are maintained on a unit basis. Under this method, a
participant's account value is expressed in units of participation by fund,
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
Vanguard Fiduciary Trust Company (the "Trustee"), based on the current market
values of the underlying assets of the fund. The Plan's income is allocated to
participants based on the proportion that each participant's account balance
bears to the total of all participant account balances.
5
<PAGE> 9
Loans to Participants
The amount of a loan is limited to one-half of the vested value of a
participant's account, excluding PAYSOP, and subject to a $1,000 minimum and a
maximum loan amount of $50,000 less the highest loan balance outstanding in the
previous twelve months. 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% to 10.5% and have terms ranging from 1
to 15 years. The number of loans outstanding at December 31, 1999 and 1998 was
310 and 522, respectively.
Vesting
Participants at all times have a 100% vested interest in their employee
contributions plus actual earnings thereon and their PAYSOP account. A
participant is 100% vested in the portion of his/her account derived from UPRG
ESOP Matching Contributions made after January 1, 1997. A participant's interest
in the portion of his/her account derived from Company Contributions and
Matching Contributions prior to January 1, 1997 are 100% vested after five years
of service. A participant's interest in pre-1997 Company Contributions and
Matching Contributions will also become 100% vested if, while employed by the
Company, the participant reaches age 65, dies, or sustains a total and permanent
disability.
Payment of Benefits
A participant may elect to receive a final distribution under the Plan as
either: a) a cash lump sum distribution, or b) monthly installments over a
specified period of time not to exceed the lesser of: (i) ten calendar years, or
(ii) the life expectancy of the participant or the joint life expectancy of the
participant and his/her beneficiary. For benefit payments equal to or less than
$5,000, the Plan Administrator may direct the Trustee to make a lump sum payment
to the participant or beneficiary. Each distribution will be in cash, except
that a participant may elect to have the portion of his/her account that is
invested in the UPC Stock fund and the UPRG Stock fund distributed in full
shares of stock. The portion of a participant's PAYSOP account and UPRG ESOP
account will be distributed in full shares of stock provided, however, that a
participant might elect to receive a distribution from these accounts in cash.
All installment distributions will be made in cash. In-kind distributions will
be lump sum and any fractional shares will be distributed in cash. A participant
may make an in-service withdrawal from his/her account in accordance with the
Plan's provisions.
6
<PAGE> 10
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 year
ended December 31, 1999 and 1998.
<TABLE>
<CAPTION>
1999 1998
--------- --------
<S> <C> <C>
Company contributions forfeited $ 37,267 $ 8,704
========= ========
</TABLE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accounts of the Plan have been maintained on the accrual basis in accordance
with accounting principles generally accepted in the United States. The Plan is
subject to the provisions of ERISA and the financial statements and schedules
are 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.
Investment Valuation and Income Recognition
The Plan's investments in shares of registered investment companies are valued
at quoted market prices that represent the net asset value of shares held by the
Plan at the year-end Daily Valuation. The Company stock funds are valued at
their year-end unit closing price (comprised of year-end market prices plus
uninvested cash position).
Investments in Guaranteed Investment Contracts ("GICs") are valued at contract
value, which approximates fair value. Contract value represents cost plus
reinvested interest. Participant loans are valued at cost, which approximates
fair value.
Purchases and sales of investments are recorded on a trade date basis. Interest
income is accrued when earned. Dividend income is recorded on the ex-dividend
date. Capital gain distributions are included in dividend income.
Payment of Benefits
Benefit distributions are recorded when paid.
7
<PAGE> 11
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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 additions and deductions during the
reporting period. Actual results could differ from those estimates.
3. INVESTMENTS
During the year ended December 31, 1999, participants were allowed to allocate
their contributions among the following investment options:
Plan investments with a fair value greater than 5% of the Plan's net assets
available for benefits are identified as follows:
<TABLE>
<CAPTION>
December 31,
1999 1998
------------- -------------
<S> <C> <C>
Vanguard Retirement Savings Trust Fund, 35,975,518 and 35,638,943 shares, respectively $ 35,975,518 $ 35,638,943
Vanguard 500 Index Fund, 529,645 and 687,230 shares, respectively 71,676,863 78,309,902
Vanguard U.S. Growth Fund, 508,111 and 602,612 shares, respectively 22,118,082 22,591,939
Vanguard Wellington Fund, 402,190 and 569,741 shares, respectively 11,245,237 16,721,904
Vanguard International Growth Fund, 365,912 and 465,665 shares respectively 8,229,353 8,740,541
UPC Stock Fund, 893,693 and 1,349,397 shares, respectively* 8,268,834 12,913,725
UPR ESOP (Allocated), 722,627 and 579,759 shares, respectively* 9,213,494 5,269,027
UPR ESOP (Unallocated), 2,700,928 and 3,106,222 shares, respectively* 34,436,832 28,150,137
</TABLE>
*Nonparticipant-directed
During 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value by
$34,846,186, while the investments depreciated in value by $49,594,162 in 1998,
as follows:
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<TABLE>
<CAPTION>
December 31,
1999 1998
------------ ------------
<S> <C> <C>
Mutual Funds $ 17,250,847 $ 22,896,014
Common Stock 17,595,339 (72,490,176)
------------ ------------
Total $ 34,846,186 $(49,594,162)
============ ============
</TABLE>
In 1998, Plan participants had the option to invest in the UPR Fixed Income
Fund. The fund is comprised of investments in GICs and the Vanguard Retirement
Savings Trust. The estimated fair values of the GICs at December 31, 1998 were
$9,288,240. The crediting interest rates of the GICs at December 31, 1998 ranged
from 7.03% to 7.81%. These rates are guaranteed and not subject to reset. The
average yields, in the aggregate were approximately 7.13% for 1998. GICs are
held with insurance companies rated at least AA by Standard & Poors and matured
on or before December 15, 1999. The respective insurance companies
unconditionally guarantee the principal and interest. As the GICs expired, the
proceeds were reinvested in the Vanguard Retirement Savings Trust.
4. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows:
<TABLE>
<CAPTION>
December 31,
1999 1998
--------------- ---------------
<S> <C> <C>
Net Assets
Money Market Fund, at fair value $ 16,162 $ 13,391
Common Stock, at fair value 59,517,690 53,858,805
Dividend Receivable 172,167 184,406
Contributions Receivable 309 6,956,693
Interest Payable (1,208,133) (1,512,802)
Note Payable (64,433,784) (86,291,322)
--------------- ---------------
Net Assets Available $ (5,935,589) $ (26,790,829)
=============== ===============
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998
--------------- ---------------
<S> <C> <C>
Changes in net assets:
Dividend & interest income $ 1,293,010 $ 1,302,471
Appreciation (depreciation) of investment 17,963,542 (72,490,176)
Contributions 19,553,117 25,537,400
Transfers between funds (1,825,405) (117,306)
Interest expense (5,153,459) (6,847,278)
Withdrawals (10,975,565) (1,280,054)
--------------- ---------------
Net increase (decrease) $ 20,855,240 $ (53,894,943)
=============== ===============
</TABLE>
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5. EMPLOYEE STOCK OWNERSHIP PLAN
On January 2, 1997, the Trustee, on behalf of the UPRG ESOP (the Plan's ESOP
feature), purchased 3,700,000 shares of common stock of the Company (the "ESOP
Shares") for $107,300,000. The ESOP shares were purchased with the proceeds from
a note payable from the Company. The note payable requires repayment of
principal and interest thereon at a fixed rate of 7.5% per annum over a maximum
term of 30 years beginning in January 1997 and is collateralized by the ESOP
shares. Note payments are funded with dividends paid on the ESOP shares (whether
or not allocated) and with cash contributions from the Company. As note payments
are made, shares are released from collateral, based on the proportion of debt
service paid. ESOP shares released from collateral are allocated to participant
accounts in amounts necessary to: a) meet the Company's 200% matching
requirement and b) replace the value of any dividends on ESOP shares allocated
to participant accounts which are used to repay the note payable from the
Company. Principal or interest prepayments may be made to ensure that the
Company's matching obligation is met. As of December 31, 1999, the note payable
balance of $64,433,784 approximates fair value. Currently scheduled amortization
of the note payable is as follows: 2000 - $1,100,000; 2001 - $1,188,000; 2002 -
$1,282,000; 2003 - $1,384,000; 2004 - $1,494,000 and thereafter - $57,985,784.
Once the ESOP shares are allocated to participant accounts, the Company has no
rights against such ESOP shares. Accordingly, the financial statements of the
Plan for the year ended December 31, 1999 present changes therein pertaining to:
a) the accounts of employees with vested rights in allocated stock (UPRG ESOP -
Allocated) and b) stock not yet allocated to employees (UPRG ESOP -
Unallocated).
At December 31, 1999, the UPRG ESOP's investments are presented in the following
table:
<TABLE>
<CAPTION>
Allocated Unallocated
------------ ---------------
Company Common Stock:
<S> <C> <C>
Number of Shares: 722,627 2,700,928
============ ===============
Cost $ 11,788,766 $ 78,326,912
============ ===============
Market $ 9,213,494 $ 34,436,832
============ ===============
</TABLE>
6. RELATED PARTY TRANSACTIONS
The Plan invests in shares of mutual funds managed by an affiliate of the
Trustee. The Trustee acts as trustee for only those investments as defined by
the Plan. Transactions in such investments qualify as party-in-interest
transactions which are exempt from the prohibited transaction rules.
7. PLAN EXPENSES
The Company, as provided by the plan document, pays the Plan's expenses and
reimbursement from the Plan is not required.
10
<PAGE> 14
8. PLAN AMENDMENTS
Effective November 1, 1999, each participant or beneficiary of a deceased
participant may elect to transfer all or a portion of his/her interest in the
UPRG ESOP fund to any other available investment fund within the Plan.
9. FEDERAL INCOME TAXES
The Internal Revenue Service ("IRS") has determined and informed the Company by
a letter dated July 27, 1995 that the Plan and related trust are designed in
accordance with applicable sections of the IRC. The Plan has been amended since
receiving the determination letter. However, the Plan Administrator and the
Plan's tax counsel believe that the Plan is designed and currently being
operated in compliance with the applicable requirements of the IRC.
With respect to the operation of the Plan, Plan management was aware of certain
operational defects that could have adversely affected the tax-exempt status of
the Plan. These operational defects were corrected through the use of the
Voluntary Compliance Resolution ("VCR") program. Submission to the VCR program
was originally made on August 5, 1996. Restated submissions were made in 1997.
The IRS issued a compliance letter on June 11, 1998, in relation to the VCR. The
corrections of all known operational defects were implemented by February 6,
1999, as required by the letter.
A determination letter application is intended to be filed in the year 2000
with the IRS.
10. PARTIAL TERMINATION
During the first quarter of 1999, the Company reorganized its operating groups,
announced workforce reductions for its Canadian and U.S. operations, established
an early retirement program and divested the Gathering, Processing and Marketing
business segment. One of the impacts was the reduction in the employee base
covered by the Plan of approximately 33% and the Plan was deemed partially
terminated. The account balances of such employees who were participants in the
Plan became 100% vested upon termination.
11. 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.
12. STATEMENT OF POSITION 99-3
The Accounting Standards Executive Committee issued Statement of Position 99-3,
"Accounting For and Reporting of Certain Defined Contribution Plan Investments
and Other Disclosure Matters" ("SOP") which eliminated the requirement for a
defined contribution plan to disclose participant directed investment programs
by investment option. The SOP was adopted for the 1999 financial
11
<PAGE> 15
statements, and as such, the presentation of the 1998 financial statements is in
accordance with the SOP.
13. SUBSEQUENT EVENTS
On January 19, 2000, an amendment was made to allow Plan participants to make
contributions (before-tax and after-tax) up to 15% of his/her compensation, an
increase from 13%, effective February 1, 2000.
On April 2, 2000, UPR, Anadarko Petroleum Corporation, a Delaware
corporation ("Anadarko"), and Dakota Merger Corp., a Utah corporation and
wholly-owned subsidiary of Anadarko ("Subcorp"), entered into an Agreement and
Plan of Merger, dated as of April 2, 2000 (the "Merger Agreement"), pursuant to
which Subcorp will merge with and into UPR (the "Merger"), and UPR will become a
wholly-owned subsidiary of Anadarko. The merger is subject to approval by both
the Anadarko and UPR shareholders. In connection with the merger transaction,
UPR shareholders, including the Plan participants who own UPR stock in the Plan,
will receive .455 shares of Anadarko stock for each share of UPR common stock
owned.
12
<PAGE> 16
UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
SCHEDULE H - PART IV LINE 4I - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
EIN: 13-2626465
PN: 005
<TABLE>
<CAPTION>
Interest
Identity of Issue or Party Involved Investment Type Rate Cost Current Value
----------------------------------- --------------- -------- --------- -------------
<S> <C> <C> <C> <C>
* UPR Fixed Income Fund Cash $ 51 $ 51
* Vanguard Retirement Savings Trust Registered Investment Company 6.01% 35,975,518 35,975,518
Vanguard:
* 500 Index Fund Registered Investment Company 40,072,887 71,676,863
* U.S. Growth Fund Registered Investment Company 14,474,664 22,118,082
* Wellington Fund Registered Investment Company 10,696,108 11,245,237
* International Growth Fund Registered Investment Company 6,132,960 8,229,353
* Total Bond Market Index Fund Registered Investment Company 2,960,797 2,844,964
* Prime Money Market Fund Registered Investment Company 5,175,909 5,175,909
* Value Index Fund Registered Investment Company 540,943 524,380
Rainier:
* Small/Mid Cap Equity Portfolio Registered Investment Company 2,415,278 2,762,554
* UPC Stock Fund UPC Common Stock, $2.50 par value 5,040,704 8,268,834
* UPRG Stock Fund UPRG Common Stock, no par value 9,784,911 6,737,298
* PAYSOP UPRG Common Stock, no par value 646,338 861,232
* UPRG ESOP - Allocated UPRG Common Stock, no par value 11,788,766 9,213,494
* UPRG ESOP - Unallocated UPRG Common Stock, no par value 78,326,912 34,436,832
* Participant Loan Fund Participant Loans 6%-10.5% 3,127,358 3,127,358
------------
Total assets held for investment purposes $223,197,959
============
</TABLE>
* Party-in-Interest.
This supplemental schedule lists assets held for investment purposes at December
31, 1999 as required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure.
13
<PAGE> 17
UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
SCHEDULE H - PART IV LINE 4j - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
EIN: 13-2626465
PN: 005
<TABLE>
<CAPTION>
Total Total Asset Value on
Identity of Party/ Number of Number of Purchase Selling Cost of Transaction
Description of Asset Purchases Sales Price Price Asset Date Net Gain
--------- --------- ------------ ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
INDIVIDUAL TRANSACTIONS:
None
SERIES TRANSACTIONS:
The Vanguard Group:
UPR Fixed Income Fund 163 -- $ 16,274,414 $ 16,274,414
-- 220 $ 24,925,664 $ 24,873,941 24,925,664 $ 51,723
The Vanguard Group:
500 Index Fund 220 -- 13,446,005 13,446,005
-- 220 32,724,057 22,397,615 32,724,057 10,326,442
The Vanguard Group:
U.S. Growth Fund 187 -- 11,257,337 11,257,337
-- 206 14,941,154 12,175,574 14,941,154 2,765,580
The Vanguard Group:
Prime Money Market Fund 179 -- 9,562,218 9,562,218
-- 141 10,029,108 10,029,108 10,029,108 --
The Vanguard Group:
Vanguard Wellington Fund 160 -- 3,495,240 3,495,240
-- 197 8,616,397 7,594,203 8,616,397 1,022,194
The Vanguard Group:
Vanguard Retirement Savings 9 -- 36,731,261 36,731,261
-- 9 755,743 755,743 755,743
</TABLE>
This supplemental schedule lists all series and individual transactions
in excess of 5% of the fair value of plan assets at the beginning of
the year as required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure.
14
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
23.1 Consent of Independent Public Accountants
</TABLE>
