-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eh+68vjlijAtqYO7ViR33k6V0bXvyJ8KIPdFJC5zKlEyQuNr3fSnZV2xnj1KxAFc gsItZrhx/pDHnFrrMMZS3Q== 0000100885-96-000007.txt : 19960627 0000100885-96-000007.hdr.sgml : 19960627 ACCESSION NUMBER: 0000100885-96-000007 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960626 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION PACIFIC CORP CENTRAL INDEX KEY: 0000100885 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 132626465 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-06075 FILM NUMBER: 96585655 BUSINESS ADDRESS: STREET 1: MARTIN TOWER STREET 2: EIGHTH AND EATON AVES CITY: BETHLEHEM STATE: PA ZIP: 18018 BUSINESS PHONE: 6108613200 10-K405/A 1 AMENDMENT TEXT 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). 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. 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) 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. EX-23 2 CONSENTS 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 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 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 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 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 EX-99.A 3 EXHIBIT 99(A) COVER Exhibit 99(a) UNION PACIFIC CORPORATION THRIFT PLAN Financial Statements for the Years Ended December 31, 1995 and 1994 and Independent Auditors' Report 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. 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 2
UNION PACIFIC CORPORATION THRIFT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995 AND 1994 - -------------------------------------------------------------------------- 1995 1994 ---- ---- 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.
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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 ---- ---- 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.
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. 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. 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:
1995 1994 ---- ---- Company contributions forfeited................... $30,851 $27,659 Applied against current year contributions........ 18,643 27,659 ------- ------- Applied to reduce subsequent year contributions... $12,208 $ -- ======= =======
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. 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. 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:
Year Ended Year Ended December 31, December 31, 1995 1994 ---- ---- 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 ============ ============
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UNION PACIFIC CORPORATION THRIFT PLAN NOTES TO FINANCIAL STATEMENTS--(Continued) Year Ended Year Ended December 31, December 31, 1995 1994 ---- ---- 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 ============ ============
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UNION PACIFIC CORPORATION THRIFT PLAN NOTES TO FINANCIAL STATEMENTS--(Continued) Year Ended Year Ended December 31, December 31, 1995 1994 ---- ---- 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 ============ ============
EX-99.B 4 EXHIBIT 99(B) 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 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. 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 2
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 ---- ---- 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.
3
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 ---- ---- 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.
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. 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.
December 31, 1995 December 31, 1994 ----------------- ----------------- Number Fair Number Fair of Units Value of Units Value -------- ----- -------- ----- 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 ======== =======
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:
Years Ended December 31, 1995 1994 --------------------- 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) ======= =======
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. 7
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 ------------ ------------- 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 ======= ======= 8
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 ------------------ --------------------------- ---- ------- 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 9
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) -------- -------- -------- ------- ------- ----------- -------- 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
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 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) -------- -------- --------- ------ --------- ------ ------ 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
EX-99.C 5 EXHIBIT 99(C) 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 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 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 2
SKYWAY RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995 AND 1994 - ------------------------------------------------------------------------------ 1995 1994 ---- ---- 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. 3
SKYWAY RETIREMENT SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1995 AND 1994 - ------------------------------------------------------------------------------ 1995 1994 ---- ---- 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.
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. 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. 6
3. INVESTMENTS Investments at December 31, 1995 and 1994 consist of: 1995 1994 ---- ---- 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 ========== ==========
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. 7
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 ---- ---- 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) ========== =========
8
SKYWAY RETIREMENT SAVINGS PLAN ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995 - ------------------------------------------------------------------------------- Number Market of Units Cost Value -------- ---- ------ 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.
9
SKYWAY RETIREMENT SAVINGS PLAN ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE PLAN TRANSACTIONS* YEAR ENDED DECEMBER 31, 1995 - ------------------------------------------------------------------------------ Cost Proceeds Gain ---- -------- ---- 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.
EX-99.D 6 EXHIBIT 99(D) 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 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. 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 2
UNION PACIFIC AGREEMENT EMPLOYEE 401(k) RETIREMENT THRIFT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995 AND 1994 - ------------------------------------------------------------------------------ 1995 1994 ---- ---- 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.
3
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 ---- ---- 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.
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. 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.
December 31, 1995 December 31, 1994 ----------------------- ----------------------- Number Fair Number Fair of Units Value of Units Value -------- ----- -------- ----- 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 =========== ===========
6
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 ---- ---- 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) ========== ============
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. 7
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 ------------ ------------ 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 =========== ===========
8
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 ------------------ --------------------------- ---- ------- 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
9
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) - -------------- ----------- --------- -------- --------- -------- --------- 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
EX-99.E 7 EXHIBIT 99(E) 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 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. 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 2
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 ---- ---- 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.
3
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 ---- ---- 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.
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. 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.
December 31, 1995 December 31, 1994 -------------------- ----------------- Number Fair Number Fair of Units Value of Units Value -------- ----- -------- ----- 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 ======== =======
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:
Year Ended Year Ended December 31, December 31, 1995 1994 ------------- ------------- 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) ======= =======
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. 7
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 ------------ ------------ 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 ------- ------- 8
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 ---------------- --------------------- ---- ------- 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
9
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) - -------------- ----------- ---------- -------- --------- -------- -------- 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
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