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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 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 OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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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.
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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
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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 ].
---
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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).
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PART I
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ITEM 1. BUSINESS AND ITEM 2. PROPERTIES
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DISCUSSION OF SIGNIFICANT EVENTS AND OPERATIONS
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Union Pacific Corporation (Union Pacific or the Corporation), incorporated
in Utah in 1969, operates through subsidiaries in the areas of rail
transportation (Union Pacific Railroad Company (UPRR) and Missouri Pacific
Railroad Company (MPRR)), hereafter defined as the "Railroad" and trucking
(Overnite Transportation Company), hereafter defined as "Overnite". Each of
these subsidiaries is indirectly wholly-owned by Union Pacific Corporation. The
Corporation has adopted a plan to exit its natural resources business and has
sold its waste management unit (see "Corporate Reorganization" below).
During 1995, Union Pacific had an average of 49,500 employees, of whom
approximately 63 percent belonged to various labor organizations.
CORPORATE REORGANIZATION
WASTE MANAGEMENT DIVESTITURE - At year-end 1994, Union Pacific completed
the sale of its waste management segment (USPCI, Inc. (USPCI)) for $225 million
in notes that were subsequently collected in January 1995. The sale resulted in
a loss of $600 million ($404 million after tax).
CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY (CNW) - In March 1995, the
Corporation executed a definitive merger agreement to acquire, for $1.2 billion,
the remaining 71.6% of outstanding common stock of CNW not previously owned by
Union Pacific. Under this agreement, Union Pacific initiated a cash tender offer
in March 1995 for all outstanding CNW shares at $35 per share, which was
completed in late April 1995. The acquisition of CNW was accounted for as a
purchase and CNW's financial results were consolidated into Union Pacific
beginning in May 1995.
NATURAL RESOURCES DIVESTITURE - In July 1995, Union Pacific's Board of
Directors approved a formal plan to exit its natural resources business (Union
Pacific Resources Group Inc. (Resources)). The plan includes an initial public
offering (IPO) of Resources' common stock followed by the distribution of Union
Pacific's remaining interest in Resources to the Corporation's shareholders on a
tax-free, pro-rata basis.
The IPO was completed in October 1995 with the sale of 42.5 million shares
of common stock (17.1%) of Resources' outstanding common stock. The IPO was
priced at $21 per share and generated net proceeds of $844 million. In
connection with the IPO, Resources distributed to Union Pacific by dividend
$1,562 million ($912 million in cash and $650 million in notes bearing interest
at 8.5% per annum), and an intercompany receivable of $59 million.
The Corporation expects that the final distribution of Resources' common
stock will occur once Union Pacific has received a favorable ruling from the
Internal Revenue Service on the tax-free nature of the distribution and after
the completion or termination of the acquisition of Southern Pacific Rail
Corporation (Southern Pacific), discussed below. Union Pacific anticipates that
these events will occur in mid-to-late 1996.
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SOUTHERN PACIFIC ACQUISITION - In August 1995, Union Pacific and Southern
Pacific entered into a definitive merger agreement (the Agreement) providing for
the acquisition of Southern Pacific by Union Pacific. Under the terms of the
Agreement, Union Pacific acquired 25% of Southern Pacific's common stock in a
first-step cash tender offer. Following approval of the Southern Pacific
acquisition by the Surface Transportation Board (STB) of the Department of
Transportation--the successor to the Interstate Commerce Commission (ICC)--Union
Pacific will complete the acquisition of Southern Pacific by exchanging each of
the remaining Southern Pacific common shares, at the holder's election and
subject to proration, for $25 or 0.4065 shares of Union Pacific common stock. As
a result, Union Pacific will convert 60% of Southern Pacific's outstanding
shares immediately before the acquisition into shares of Union Pacific common
stock, with the remaining 40% of the outstanding shares, including the shares
acquired in the first-step cash tender offer, being acquired for cash.
Union Pacific completed the first-step cash tender offer in September 1995
pursuant to which approximately 39 million common shares or 25% of the
outstanding common shares of Southern Pacific were acquired by Union Pacific at
$25 per share. Union Pacific deposited these shares into an independent voting
trust pending STB approval of the acquisition of Southern Pacific.
The Corporation filed an application for control of Southern Pacific with
the STB in late November 1995. The STB has adopted an expedited schedule under
which it intends to render a final decision within 255 days of filing the
original application. Should the acquisition of Southern Pacific not be approved
by the STB, or should the STB impose onerous approval conditions, the
Corporation may be required to or may choose to dispose of its initial
investment in Southern Pacific. Such a disposition could cause Union Pacific to
incur a significant loss on its investment in Southern Pacific. However, the
Corporation believes that the STB will approve its application for control of
Southern Pacific without onerous conditions.
Southern Pacific operates the nations sixth largest railroad through 15
states and transports freight over approximately 14,500 miles of main-line
track, linking the West Coast and Gulf Coast ports to large population centers
in the Midwest. Southern Pacific generated operating revenues of $3.2 billion in
1995 and 3.1 billion in 1994. The combination of the Railroad and Southern
Pacific would create the nation's largest railroad.
CONTINUING OPERATIONS
RAIL TRANSPORTATION - The Railroad is the second largest railroad in terms
of revenue generation in the United States, and operates nearly 23,000 route
miles linking Pacific Coast and Gulf Coast ports with the Midwest. The Railroad
serves the western two-thirds of the country and maintains coordinated schedules
with other carriers for the handling of freight to and from the Atlantic
seaboard, the Pacific Coast, the Southeast, the Southwest, Canada and Mexico.
Export and import traffic is moved through Gulf Coast and Pacific Coast ports,
and across the Texas-Mexico and (primarily through interline connections)
Canadian borders. Major categories of freight hauled by the Railroad are
automotive, chemicals, energy (coal), food/consumer/government, grains and grain
products, intermodal, and metals/minerals/forest. In 1995, energy was the
largest commodity in terms of percentage of revenue ton-miles (39.8%) and
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produced the highest percentage of commodity revenue (21.2%). Percentages of
revenue ton-miles and commodity revenue for other commodities are presented on
page 49 of the 1995 Annual Report to Stockholders (Annual Report).
In its rail transportation business, Union Pacific is subject to
competition from other railroads, motor carriers and barge operators based on
both price and service. Most of its railroad operations are conducted in
corridors served by competing railroads and by motor carriers. Motor carrier
competition has been strengthened by longer combination vehicles which are
allowed in a number of states in which the Railroad operates and magnified by
overcapacity within the trucking industry. Because of the proximity of the
Railroad's operations to major inland and Gulf Coast waterways, barge
competition can be particularly pronounced for grain and bulk commodities in
certain markets.
As is true with employees of all the principal railroads in the country,
most of the approximately 35,000 employees of the Railroad are organized along
craft lines and represented by national labor unions. The Railroad continues to
enter into agreements implementing the previous round of national negotiations
to meet local requirements throughout its system. The Railroad has implemented
two-person crews for all through-freight trains and for a portion of yard and
local operations. Expansion of two-person crews is planned for other areas of
the system.
Both the unions and the railroads took the necessary steps in 1995 to
commence labor negotiations on a new agreement for all craft lines. In January
1996, a tentative agreement was reached with the United Transportation Union
(UTU), which represents approximately 25% of the Railroad's unionized employees.
The five-year package, which is currently undergoing UTU ratification, includes
a combination of general wage increases and lump-sum payments ranging from 3% to
3.5% annually, as well as increased work rule flexibility. In February 1996, a
tentative agreement was also reached with the Brotherhood of Locomotive
Engineers (BLE). The final terms of the agreement are anticipated to be similar
to those provided for in the UTU agreement. Ratification votes by the UTU and
BLE are expected in the spring of 1996. Negotiations with other crafts will also
continue in 1996.
A separate Annual Report on Form 10-K for the year ended December 31, 1995,
is filed by MPRR. Reference is made to such report for additional information
concerning that company.
TRUCKING - Overnite, a major interstate trucking company, serves all 50
states and portions of Canada and Mexico through 175 service centers located
through the United States. As one of the largest trucking companies in the
United States, Overnite serves 95 percent of the U.S. population, specializing
in less-than-truckload shipments and offering a comprehensive array of services.
Overnite transports a variety of products, including machinery, tobacco,
textiles, plastics, electronics and paper products.
Overnite experiences intense competition, based on service and price, from
both regional and national motor carriers, which has been amplified by negative
market conditions within the trucking industry and the resulting overcapacity
that has been created by such conditions. Industry overcapacity and intense
competition will likely continue well into 1996. Overnite is tailoring its
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organization to better meet this challenging business environment by
implementing programs to improve operational and administrative efficiencies.
As the nation's largest non-union trucking company, Overnite is
periodically targeted by major labor organization efforts and is currently the
subject of an organizational campaign instituted by the International
Brotherhood of Teamsters (Teamsters) at many of its service centers. During 1995
and early 1996, over 50 of Overnite's 175 service centers were petitioned to
hold union elections, 15 of which voted for union representation. Despite the
Teamsters' efforts, less than 9% of Overnite's workforce has voted for union
representation. Union elections are anticipated to continue throughout 1996.
Overnite is negotiating in good faith with several of the unionized service
centers and these negotiations will also continue throughout 1996. Overnite is
unable at this time to estimate the impact these negotiations will have on its
future operating costs or profitability.
DISCONTINUED OPERATIONS
NATURAL RESOURCES - Resources is an independent oil and gas company engaged
in the exploration for and production of natural gas, crude oil and associated
products. Resources' oil and gas activities are concentrated in six core
geographic areas: (1) the Austin Chalk trend in Texas and Louisiana, (2) the
Rockies, consisting of the western portion of the Land Grant area in Wyoming and
Utah, (3) Plains/Canada, consisting of the eastern portion of the Land Grant
area in Colorado and Wyoming, with additional operations in Kansas and western
Canada, (4) the onshore and offshore Gulf Coast area, (5) eastern and southern
Texas and (6) western Texas. Through a wholly-owned subsidiary, Resources also
markets its own production, and purchases and resells third-party production,
focusing on direct marketing to the natural gas end user, with particular
emphasis on the power generation market.
Resources also has interests in trona and coal development. Trona
activities consist of royalties from mining on Land Grant acreage and equity and
partnership interests that equate to a 49 percent interest in Rhone Poulenc of
Wyoming, which mines trona and processes it into soda ash. Coal activities
consist principally of royalties from third-party mines and a 50 percent
ownership interest in Black Butte Coal Company, a joint-venture mine. In
February 1996, Rhone-Poulenc Inc., which owned a 51% interest in and operated
the Company's soda ash joint venture, sold its interest to a U.S. subsidiary of
Oriental Chemical Industries, a Korean manufacturer of soda ash and other
chemicals.
Resources competes for oil and gas reserves and skilled personnel with
smaller companies, as well as with the larger integrated oil companies. Mining
operations also are subject to competition from a number of companies, many of
which have larger operations.
A separate Annual Report on Form 10-K for the year ended December 31, 1995,
is filed by Resources. Reference is made to such report for additional
information concerning that company.
-4-
Additional information for Union Pacific's principal businesses is
presented on pages 5 through 21,38,39,49 and 50 of the Annual Report and such
information (excluding photographs on pages 5 through 21, none of which
supplements the text and which are not otherwise required to be disclosed
herein) is incorporated herein by reference. Information on business segments on
page 33 and a map of Union Pacific's operations on pages 52 and 53 of the Annual
Report are also incorporated herein by reference.
GOVERNMENTAL REGULATION
- -----------------------
Union Pacific's operations are currently subject to a variety of Federal,
state and local regulations. A description of the more significant regulations
follows.
The operations of the Railroad and Overnite are subject to the regulatory
jurisdiction of the STB, the successor to the ICC, other Federal agencies and
various state agencies. The STB has jurisdiction over rates charged on certain
regulated rail traffic; freight car compensation; transfer, extension or
abandonment of rail lines; and acquisition of control of rail common carriers
and motor carriers by rail common carriers. Other Federal agencies have
jurisdiction over safety, movement of hazardous materials, movement and disposal
of hazardous waste, and equipment standards.
As a result of the ICC Termination Act of 1995, effective January 1, 1996
state agencies no longer have authority to regulate intrastate rail rates,
practices and services. In addition, in January 1995, the Federal government
deregulated intrastate trucking, lifting state oversight of rates, routes and
service. However, various state and local agencies have jurisdiction over
disposal of hazardous wastes and seek to regulate movement of hazardous
materials.
Most of Resources' crude oil, field condensate and natural gas operations
are in jurisdictions in which production is regulated under applicable
conservation laws. Exploration and production activities are also subject to
safety regulations. The transportation of Resources' natural gas is affected by
the provisions of the Natural Gas Act and the Natural Gas Policy Act. These
acts, administered by the Federal Energy Regulatory Commission (FERC), regulate
the interstate transportation of gas, including rates and the terms and
conditions for service. FERC also governs the tariffs for common carrier liquid
pipelines. Resources operates intrastate natural gas pipelines in Texas and
Wyoming. State agencies regulate the operations of these lines, including the
rates, terms and conditions for providing transportation service. The Department
of the Interior regulates the leasing of Federal lands and the exploration for
and production of oil and gas on and from such lands. The transmission by
pipeline of liquid petroleum, petroleum products and natural gas is subject to
Federal and state pipeline safety laws.
Resources' mining operations are subject to a variety of Federal and state
regulations respecting safety, land use and reclamation. In addition, the
Department of the Interior regulates the leasing of Federal lands for coal
development as provided in the Mineral Lands Leasing Act of 1920. Section 2(c)
of this Act prohibits a company operating a railroad from holding a Federal coal
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lease. In late 1982, the Department of the Interior decided that the Section
prohibits new leasing to affiliates of railroads, such as Resources. The
Department of Justice and the Department of the Interior have concluded that
under current conditions Section 2(c) is an impediment to competition and that
it should be repealed. In January 1993, a Regional Solicitor of the Department
of the Interior opined that Section 2(c) does not prohibit Resources' Black
Butte joint venture coal company mine from holding Federal coal leases.
ENVIRONMENTAL REGULATION
- ------------------------
Subsidiaries of Union Pacific are subject to various environmental statutes
and regulations, including the Resource Conservation and Recovery Act (RCRA),
the Comprehensive Environmental Response, Compensation and Liability Act of 1980
(CERCLA) and the Clean Air Act (CAA).
RCRA applies to hazardous waste generators and transporters, as well as
persons engaged in treatment and disposal of hazardous waste, and specifies
standards for storage areas, treatment units and land disposal units. All
generators of hazardous waste are required to label shipments in accordance with
detailed regulations and to prepare a detailed manifest identifying the material
and stating its destination before waste can be released for offsite transport.
The transporter must deliver the hazardous waste in accordance with the manifest
and only to a treatment, storage or disposal facility qualified for RCRA interim
status or having a final RCRA permit.
Environmental Protection Agency (EPA) regulations under RCRA have
established a comprehensive system for the management of hazardous waste. These
regulations identify a wide range of industrial by-products and residues as
hazardous waste, and specify requirements for "cradle-to-grave" management of
such waste from the time of generation through the time of disposal and beyond.
States that have adopted hazardous waste management programs with standards at
least as stringent as those promulgated by the EPA may be authorized by the EPA
to administer all or part of RCRA on behalf of the EPA.
CERCLA was designed to establish a strategy for cleaning up facilities at
which hazardous waste or other hazardous substances have created actual or
potential environmental hazards. The EPA has designated certain facilities as
requiring cleanup or further assessment. Among other things, CERCLA authorizes
the Federal government either to clean up such facilities itself or to order
persons responsible for the situation to do so. The act created a multi-billion
dollar fund to be used by the Federal government to pay for such cleanup
efforts.
CERCLA imposes strict liability on the owners and operators of facilities
in which hazardous waste and other hazardous substances are deposited or from
which they are released or are likely to be released into the environment, the
generators of such waste, and the transporters of the waste who select the
disposal or treatment sites. Liability may include cleanup costs incurred by
third persons and damage to publicly-owned natural resources. Union Pacific
subsidiaries are subject to potential liability under CERCLA as generators of
hazardous waste and as transporters. Some states have enacted, and other states
are considering enacting, legislation similar to CERCLA. Certain provisions of
these acts are more stringent than CERCLA. States that have passed such
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legislation are currently active in designating more facilities as requiring
cleanup and further assessment. CERCLA may be subject to reauthorization in 1996
and may be substantially modified as part of that reauthorization.
The operations of Union Pacific's subsidiaries are subject to the
requirements of the CAA. The 1990 amendments to the CAA include a provision
under Title V that requires that certain facilities obtain operating permits.
EPA regulations require all states to develop Federally approvable permit
programs. Affected facilities must submit air operating permit applications to
the respective states within one year of the EPA's approval of the state
programs. Certain Union Pacific facilities, such as gas processing plants and
other facilities at Resources, as well as certain Railroad facilities, may be
required to obtain such permits. In addition, the EPA is expected to propose
mobile source regulations during the fall of 1996. These regulations are
expected to require that beginning in 2000 or 2001 locomotives purchased or
remanufactured would have to meet stringent emissions criteria. While the cost
of meeting these requirements may be significant, expenditures are not expected
to materially affect the Corporation's financial condition or results of
operations.
The operations of Union Pacific's subsidiaries are also subject to other
laws protecting the environment, including permit requirements for wastewater
discharges pursuant to the National Pollutant Discharge Elimination System and
storm-water regulations under the Federal Water Pollution Control Act. The
operations of the Corporation's former waste management subsidiary, USPCI, which
was sold at year-end 1994, are also subject to various Federal and state laws
and regulations. The Corporation has retained certain environmental exposure
relating to USPCI and has recorded liabilities sufficient to complete
anticipated remediation requirements. Certain Federal legislation may impose
joint and several liability for the remediation of environmental contamination;
however, Union Pacific has been indemnified by the purchaser of USPCI for any
liability not retained by the Corporation (see Notes 2 and 12 to the Financial
Statements).
ITEM 3. LEGAL PROCEEDINGS
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LABOR MATTERS
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The General Counsel of the National Labor Relations Board (NLRB) is seeking
a bargaining order remedy in 17 cases involving Overnite where a Teamsters local
union lost a representation election. These cases are pending before a NLRB
administrative law judge. A bargaining order remedy would require Overnite to
recognize and bargain with the union as if the union had won instead of lost the
election and would be warranted only if the following findings are made: (1) the
petitioning Teamsters local had obtained valid authorization cards from a
majority of the employees in an appropriate unit; (2) Overnite committed serious
unfair labor practices; and (3) those unfair labor practices would preclude the
holding of a fair election despite the application of less drastic remedies.
Under NLRB case law, a bargaining order remedy would attach retrospectively to
the date when, after a union with a showing of majority support demanded
recognition, Overnite embarked on an unlawful course of conduct. In the event of
such a retroactive effective bargaining order, Overnite would face back pay
liability for losses in employee earnings due to unilateral changes in terms or
conditions of employment, such as layoffs, reduced hours of work or less
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remunerative work assignments. Overnite believes it has substantial defenses to
these cases and intends to aggressively defend them.
MINERAL TITLE LITIGATION
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In August 1994, the surface owners of portions of five sections of Colorado
land that are subject to mineral reservations made by Resources' predecessor in
title brought suit against Resources in the District Court of Weld County,
Colorado to quiet title to minerals, including crude oil (in some of the lands)
and natural gas. In September 1994, the case was removed to the U.S. District
Court for the District of Colorado, but the plaintiffs are asking the District
Court to remand the case back to the state court. Resources has filed a motion
for summary judgment asking the District Court to rule as a matter of law that
it owns the oil and gas and all minerals that are part of a severed mineral
estate. No trial date is currently set. Similar claims were made under identical
mineral reservations by Utah and Wyoming surface owners in cases litigated in
the Federal courts of Utah and Wyoming between 1979 and 1987. In those cases,
the Federal courts held as a matter of law that, under the laws of Utah and
Wyoming, these mineral reservations unambiguously reserved oil and gas to UPRR
and its successors. These holdings were affirmed by the United States Court of
Appeals for the Tenth Circuit. While Resources believes that the rule of law
applied by the Federal courts in Utah and Wyoming should also be applied under
Colorado law, there are Colorado court decisions that could provide a basis for
an alternative interpretation. The value of the disputed reserves in the
properties subject to the lawsuit is estimated to be approximately $5 million.
Approximately 400,000 acres of other lands in Weld County, Colorado are subject
to mineral reservations that are in the same form as the reservations at issue
in the present suit. An adverse interpretation of the reservations at issue is
likely to implicate the mineral title in these other lands as well. In addition,
over 2 million acres of lands elsewhere in Colorado are subject to the same
forms of mineral reservations. Depending on the grounds of an adverse decision
in the case, title to minerals held by Resources in some or all of these lands
could also be affected, which might have the effect of significantly reducing
Resources' interest in the Las Animas area of southeastern Colorado and the
Denver-Julesburg Basin in eastern Colorado.
ENVIRONMENTAL MATTERS
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In July 1995, the Butte County (Oroville, California) District Attorney
advised that a civil penalty action would be filed against the Railroad for
violations resulting from a derailment and spill of diesel fuel into the Feather
River in Peo, California on April 14, 1995. In late July, the California
Regional Water Quality Control Board also filed a separate penalty action
seeking $40,000 for the same incident. This latter action was settled for
$40,000. A further demand for penalties from the California Department of Fish
and Game is expected but the amount of such demand is not determinable at this
time.
In addition to the foregoing, Union Pacific and several of its subsidiaries
have received notices from the EPA and state environmental agencies alleging
that they are or may be liable under CERCLA, RCRA, and other Federal or state
environmental legislation for the remediation costs associated with alleged
contamination or for violations of environmental requirements at various sites
throughout the United States, including sites which are on the Superfund
National
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Priorities List or state superfund lists. Although specific claims have been
made by the EPA and state regulators with respect to some of these sites, the
ultimate impact of these proceedings and suits by third parties cannot be
predicted at this time because of the number of potentially responsible parties
involved, the degree of contamination by various wastes, the scarcity and
quality of volumetric data related to many of the sites and/or the speculative
nature of remediation costs. Nevertheless, at many of the superfund sites, the
Corporation believes it will have little or no exposure because no liability
should be imposed under applicable law, one or more other financially able
parties generated all or most of the contamination, or a settlement of Union
Pacific's exposure has been reached although regulatory proceedings at the sites
involved have not been formally terminated. Additional information on the
Corporation's potential environmental costs is set forth under Other Matters on
page 29 of the Annual Report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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Not applicable.
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EXECUTIVE OFFICERS OF THE REGISTRANT AND
----------------------------------------
PRINCIPAL EXECUTIVE OFFICERS OF SUBSIDIARIES
--------------------------------------------
BUSINESS
EXPERIENCE
DURING PAST
NAME POSITION AGE FIVE YEARS
---- -------- --- -----------
Drew Lewis.............. Chairman and Chief Executive 64 (1)
Officer of Union Pacific
and Chairman of Resources
Richard K. Davidson..... President and Chief Operating 54 (2)
Officer of Union Pacific and
Chairman of the Railroad
L. White Matthews, III.. Executive Vice President - 50 (3)
Finance
Charles E. Billingsley.. Senior Vice President - 62 (4)
Special Projects
Ursula F. Fairbairn..... Senior Vice President - 53 Current
Human Resources Position
Carl W. von Bernuth..... Senior Vice President 52 (5)
and General Counsel
John E. Dowling......... Vice President - Corporate 48 Current
Development Position
John B. Gremillion, Jr.. Vice President - Taxes 49 (6)
Mary E. McAuliffe....... Vice President - External 50 (7)
Relations
Gary F. Schuster........ Vice President - Corporate 54 Current
Relations Position
Morris B. Smith......... Vice President and Controller 51 (8)
Gary M. Stuart.......... Vice President and Treasurer 55 Current
Position
Judy L. Swantak......... Vice President and Corporate 40 (9)
Secretary
Ronald J. Burns......... President and Chief Executive 43 (10)
Officer of the Railroad
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EXECUTIVE OFFICERS OF THE REGISTRANT AND
----------------------------------------
PRINCIPAL EXECUTIVE OFFICERS OF SUBSIDIARIES (CONTINUED)
--------------------------------------------------------
BUSINESS
EXPERIENCE
DURING PAST
NAME POSITION AGE FIVE YEARS
---- -------- --- -----------
Jack L. Messman........ President and Chief Executive 56 (11)
Officer of Resources
James D. Douglas....... President and Chief Operating 46 (12)
Officer of Overnite
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(1) Mr. Lewis has served as Chairman and Chief Executive Officer of Union
Pacific since May 1994 and prior thereto was Chairman, President and
Chief Executive Officer of Union Pacific. Mr. Lewis also became
Chairman of Resources in August 1995 and served as Chairman of the
Railroad during August and September 1991.
(2) Mr. Davidson was elected President of Union Pacific effective May 1994
and Chief Operating Officer of Union Pacific effective November 1995.
He was President and Chief Executive Officer of the Railroad in August
and September 1991 until August 1995 and Chairman of the Railroad
since then. Prior thereto, he served as Executive Vice President -
Operations of the Railroad.
(3) Mr. Matthews was elected to his present position effective April 1992.
Prior thereto, he served as Senior Vice President - Finance of Union
Pacific.
(4) Mr. Billingsley was elected to his present position effective
September 1995. Prior thereto, he served as Vice President and
Controller of Union Pacific.
(5) Mr. von Bernuth was elected to his present position effective
September 1991. Prior thereto, he served as Vice President and General
Counsel of Union Pacific.
(6) Mr. Gremillion was elected to his present position effective February
1992. Prior thereto, he served as Director of Taxes of Union Pacific.
(7) Ms. McAuliffe was elected to her present position effective December
1991. Prior thereto, she served as Director - Washington Affairs,
Transportation and Tax of Union Pacific.
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EXECUTIVE OFFICERS OF THE REGISTRANT AND
----------------------------------------
PRINCIPAL EXECUTIVE OFFICERS OF SUBSIDIARIES (CONTINUED)
--------------------------------------------------------
(8) Mr. Smith was elected to his present position effective September
1995. From January through August 1995 he served as Vice President-
Finance of the Railroad; from June 1993 through December 1994, he
served as Vice President-Finance of USPCI; and from October 1990
through May 1993 he served as Assistant Controller-Planning and
Analysis of Union Pacific.
(9) Mrs. Swantak was elected to her present position effective September
1991. Prior thereto, she served as Corporate Secretary of Union
Pacific.
(10) Mr. Burns was elected to his present position effective August 1995.
From April 1994 to August 1995 he served as Managing Director, North
American Operations, Enron Capital and Trade Resources, and from
October 1990 through March 1994 he served as Chairman and Chief
Executive Officer, Enron Gas Pipeline Group.
(11) Mr. Messman was elected President and Chief Executive Officer of
Resources in August 1995. He served as President and Chief Executive
Officer of Union Pacific Resources Company (which owned or managed all
of the oil, gas and mining operations of Union Pacific prior to
Resources' initial public offering) since May 1991, and concurrently
served as Chairman of USPCI prior to January 1995. Prior to May 1991,
he served as Chairman and Chief Executive Officer of USPCI.
(12) Mr. Douglas was elected to his present position effective February
1995. From July 1993 through January 1995 he served as Senior Vice
President - Finance and Administration of Overnite, and from March
1991 through June 1993 he served as Vice President - Finance of
Overnite. Prior thereto, he served as Assistant Controller
- Accounting of Union Pacific.
-12-
PART II
-------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
-----------------------------------------------------------------
Information as to the markets in which Union Pacific's Common Stock is
traded, the quarterly high and low prices for such stock, the dividends declared
with respect to the Common Stock during the last two years, and the approximate
number of stockholders of record at January 31, 1996, is set forth under
Selected Quarterly Data and Stockholders and Dividends, appearing on page 49 of
the Annual Report. Information as to restrictions on the payment of dividends
with respect to the Corporation's Common Stock is set forth in Note 8 to
Financial Statements, appearing on pages 43 and 44 of the Annual Report. Such
information is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
-----------------------
Selected Financial Data for Union Pacific for each of the last ten
years are set forth under the Ten-Year Financial Summary, appearing on page 51
of the Annual Report. All such information is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
---------------------------------------------------------------
Information as to Union Pacific's results of operations, cash flows,
liquidity and capital resources, and other matters is set forth in the Financial
Review, appearing on pages 22 through 31 of the Annual Report, and is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The Corporation's consolidated financial statements, accounting policy
disclosures, notes to financial statements, business segment information and
independent auditors' report are presented on pages 32 through 48 of the Annual
Report. Selected quarterly financial data are set forth under Selected Quarterly
Data, appearing on page 49 of the Annual Report. All such information is
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
---------------------------------------------------------------
None.
-13-
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
(a) Directors of Registrant.
Information as to the names, ages, positions and offices with Union
Pacific, terms of office, periods of service, business experience during the
past five years and certain other directorships held by each director or person
nominated to become a director of Union Pacific is set forth in the Directors
segments of the Proxy Statement and is incorporated herein by reference.
(b) Executive Officers of Registrant.
Information concerning the executive officers of Union Pacific and its
subsidiaries is presented in Part I of this Report under Executive Officers of
the Registrant and Principal Executive Officers of Subsidiaries.
(c) Section 16(a) Compliance.
Information concerning compliance with Section 16(a) of the Securities
Exchange Act of 1934 is set forth in the Certain Relationships and Related
Transactions segment of the Proxy Statement and is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
----------------------
Information concerning remuneration received by Union Pacific's executive
officers and directors is presented in the Compensation of Directors,
Compensation Committee Interlocks and Insider Participation, Summary
Compensation Table, Option/SAR Grants Table, Option/SAR Exercises and Year-End
Value Table and Defined Benefit Plans segments of the Proxy Statement and is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
Information as to the number of shares of Union Pacific's equity securities
beneficially owned as of February 9, 1996 by each of its directors and nominees
for director, its five most highly compensated executive officers and its
directors and executive officers as a group is set forth in the Directors and
Security Ownership of Management segments of the Proxy Statement and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Information on related transactions is set forth in the Certain
Relationships and Related Transactions and Compensation Committee Interlocks and
Insider Participation segments of the Proxy Statement and is incorporated herein
by reference.
-14-
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(a) (1) and (2) Financial Statements and Schedules
----------------------------------------------
The financial statements, accounting policy disclosures, notes to
financial statements and independent auditors' report appearing on pages
32 through 48, inclusive, of Union Pacific's 1995 Annual Report to
Stockholders are incorporated herein by reference.
No schedules are required to be filed because of the absence of
conditions under which they would be required or because the required
information is set forth in the financial statements referred to above.
(3) Exhibits
------------
Items 10(m) through 10(ff) below constitute management contracts and
executive compensation arrangements required to be filed as exhibits to
this report.
2(a) Agreement 2(a) and Plan of Merger, dated as of August 3, 1995,
among the Corporation, UPRR, UP Acquisition Corporation (the
Purchaser) and Southern Pacific, is incorporated herein by
reference to Annex B to the Joint Proxy Statement/Prospectus
included in Union Pacific's Registration Statement on Form S-4
(No. 33-64707).
3(a) Union Pacific's Revised Articles of Incorporation, as amended
through April 17, 1992, are incorporated herein by reference to
Exhibit 3(a) to Union Pacific's Report on Form 10-Q for the
quarter ended March 31, 1992.
3(b) Union Pacific's By-Laws, amended effective as of January 26,
1995, are incorporated herein by reference to Exhibit 3(b) to
Union Pacific's Report on Form 10-K for the year ended December
31, 1994.
4 Pursuant to various indentures and other agreements, Union
Pacific has issued long-term debt; however, no such agreement has
securities or obligations covered thereby which exceed 10% of
Union Pacific's total consolidated assets. Union Pacific agrees
to furnish the Commission with a copy of any such indenture or
agreement upon request by the Commission.
-15-
9 Voting Trust Agreement, dated as of August 3, 1995, among the
Corporation, the Purchaser and Southwest Bank of St. Louis, is
incorporated herein by reference to Annex K to the Joint Proxy
Statement/Prospectus included in Union Pacific's Registration
Statement on Form S-4 (No. 33-64707).
10(a) Shareholders Agreement, dated as of August 3, 1995, among the
Corporation, the Purchaser, The Anschutz Corporation (TAC),
Anschutz Foundation (the Foundation), and Mr. Philip F. Anschutz
(Mr. Anschutz), is incorporated herein by referenced to Annex D
to the Joint Proxy Statement/Prospectus included in Union
Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(b) Shareholders Agreement, dated as of August 3, 1995, among the
Corporation, the Purchaser and The Morgan Stanley Leveraged
Equity Fund II, L.P., is incorporated herein by reference to
Annex E to the Joint Proxy Statement/Prospectus included in Union
Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(c) Shareholders Agreement, dated as of August 3, 1995, among the
Corporation, the Purchaser and Southern Pacific, is incorporated
herein by reference to Annex F to the Joint Proxy
Statement/Prospectus included in Union Pacific's Registration
Statement on Form S-4 (No. 33-64707).
10(d) Shareholders Agreement, dated as of August 3, 1995, among
Resources, TAC, the Foundation and Mr. Anschutz, is incorporated
herein by reference to Annex G to the Joint Proxy
Statement/Prospectus included in Union Pacific's Registration
Statement on Form S-4 (No. 33-64707).
10(e) Registration Rights Agreement, dated as of August 3, 1995, among
the Corporation, TAC and the Foundation, is incorporated herein
by reference to Annex H to the Joint Proxy Statement/Prospectus
included in Union Pacific's Registration Statement on Form S-4
(No. 33-64707).
10(f) Registration Rights Agreement, dated as of August 3, 1995, among
Resources, TAC and the Foundation, is incorporated herein by
reference to Annex I to the Joint Proxy Statement/Prospectus
included in Union Pacific's Registration Statement on Form S-4
(No. 33-64707).
-16-
10(g) Registration Rights Agreement, dated as of August 3, 1995,
between the Purchaser and Southern Pacific, is incorporated
herein by reference to Annex J to the Joint Proxy
Statement/Prospectus included in Union Pacific's Registration
Statement on Form S-4 (No. 33-64707).
10(h) Clarification of Anschutz Shareholders Agreement and
Anschutz/Spinco Shareholders Agreement is incorporated herein by
reference to Exhibit 10.8 to Union Pacific's Registration
Statement on Form S-4 (No. 33-64707).
10(i) Clarification of Parent Shareholders Agreement is incorporated
herein by reference to Exhibit 10.9 to Union Pacific's
Registration Statement on Form S-4 (No. 33-64707).
10(j) Clarification of Agreement and Plan of Merger is incorporated
herein by reference to Exhibit 10.10 to Union Pacific's
Registration Statement on Form S-4 (No. 33-64707).
10(k) Agreement, dated September 25, 1995, among the Corporation, UPRR,
MPRR and Southern Pacific, Southern Pacific Transportation
Company (SPT), The Denver & Rio Grande Western Railroad Company
(D&RGW), St. Louis Southwestern Railway Company (SLSRC) and SPCSL
Corp. (SPCSL), on the one hand, and Burlington Northern Railroad
Company (BN) and The Atchison, Topeka and Santa Fe Railway
Company (Santa Fe), on the other hand, is incorporated by
reference to Exhibit 10.11 to Union Pacific's Registration
Statement on Form S-4 (No. 33-64707).
10(l) Supplemental Agreement, dated November 18, 1995, between the
Corporation, UPRR, MPRR and Southern Pacific, SPT, D&RGW, SLSRC
and SPCSL, on the one hand, and BN and Santa Fe, on the other
hand, is incorporated herein by reference to Exhibit 10.12 to
Union Pacific's Registration Statement on Form S-4 (No. 33-
64707).
10(m) The Executive Incentive Plan of Union Pacific Corporation,
amended April 27, 1995, is incorporated herein by reference to
Exhibit 10(a) to Union Pacific's Report on Form 10-Q for the
quarter ended March 31, 1995.
10(n) The 1982 Stock Option and Restricted Stock Plan of Union Pacific
Corporation, as amended as of February 1, 1992, is incorporated
herein by reference to Exhibit 10(c) to Union Pacific's Report on
Form 10-K for the year ended December 31, 1991.
-17-
10(o) The 1988 Stock Option and Restricted Stock Plan of Union Pacific
Corporation, as amended as of February 1, 1992, is incorporated
herein by reference to Exhibit 10(d) to Union Pacific's Report on
Form 10-K for the year ended December 31, 1991.
10(p) The Supplemental Pension Plan for Officers and Managers of Union
Pacific Corporation and Affiliates, as amended and restated, is
incorporated herein by reference to Exhibit 10(d) to Union
Pacific's Report on Form 10-K for the year ended December 31,
1993.
10(q) The Supplemental Pension Plan for Exempt Salaried Employees of
Union Pacific Resources Company and Affiliates, as amended and
restated, is incorporated by reference to Exhibit 10(e) to Union
Pacific's Report on Form 10-K for the year ended December 31,
1993.
10(r) Amendment to Supplemental Pension Plan for Exempt Salaried
Employees of Union Pacific Resources Group Inc. and Affiliates,
effect as of October 17, 1995.
10(s) The Employment Agreement, dated as of January 30, 1986, between
Union Pacific and Andrew L. Lewis, Jr., is incorporated herein by
reference to Exhibit 10(e) to Union Pacific's Report on Form 10-K
for the year ended December 31, 1985.
10(t) The 1990 Retention Stock Plan of Union Pacific Corporation, as
amended as of September 30, 1993, is incorporated herein by
reference to Exhibit 10(e) to Union Pacific's Report on Form 10-Q
for the quarter ended September 30, 1991 and Exhibit 10(b) to
Union Pacific's Report on Form 10-Q for the quarter ended
September 30, 1993.
10(u) The 1992 Restricted Stock Plan for Non-Employee Directors of
Union Pacific Corporation, as amended as of January 28, 1993, is
incorporated herein by reference to Exhibit 10(a) to Union
Pacific's Current Report on Form 8-K filed March 16, 1993.
10(v) The 1993 Stock Option and Retention Stock Plan of Union Pacific
Corporation, as amended April 21, 1995, is incorporated herein by
reference to Exhibit 10(b) to Union Pacific's Report on Form 10-Q
for the quarter ended March 31, 1995.
-18-
10(w) The Pension Plan for Non-Employee Directors of Union Pacific
Corporation, as amended January 25, 1996.
10(x) The Executive Life Insurance Plan of Union Pacific Corporation,
adopted August 2, 1994, is incorporated herein by reference to
Exhibit 10 to Union Pacific's Report on Form 10-Q for the quarter
ended June 30, 1994.
10(y) The Union Pacific Corporation Stock Unit Grant and Deferred
Compensation Plan for the Board of Directors, as amended January
25, 1996.
10(z) Charitable Contribution Plan for Non-Employee Directors of Union
Pacific Corporation.
10(aa) Written Description of Other Executive Compensation Arrangements
of Union Pacific Corporation is incorporated herein by reference
to Exhibit 10(o) to Union Pacific's Report on Form 10-K for the
year ended December 31, 1992.
10(bb) Executive Incentive Plan of Resources is incorporated by
reference to Exhibit 10.9 to the Registration Statement on Form
S-1 (No. 33-95398) filed by Resources.
10(cc) 1995 Stock Option and Retention Stock Plan of Union Pacific
Resources Group Inc. is incorporated by reference to Exhibit
10.10 to the Registration Statement on Form S-1 (No. 33-95398)
filed by Resources.
10(dd) Form of Conversion Agreement is incorporated by reference to
Exhibit 10.13(a) to the Registration Statement on Form S-1 (No.
33-95398) filed by Resources.
10(ee) Conversion Agreement for Drew Lewis is incorporated herein by
reference to Exhibit 10(d) to Union Pacific's Report on Form 10-Q
for the quarter ended September 30, 1995.
10(ff) Conversion Agreement for Jack L. Messman is incorporated herein
by reference to Exhibit 10(e) to Union Pacific's Report on Form
10-Q for the quarter ended September 30, 1995.
(11) Computation of earnings per share.
(12) Computation of ratio of earnings to fixed charges.
-19-
(13) Pages 5 through 53, inclusive, of Union Pacific's Annual Report
to Stockholders for the year ended December 31, 1995, but
excluding photographs set forth on pages 5 through 21, none of
which supplements the text and which are not otherwise required
to be disclosed in this Annual Report on Form 10-K.
(21) List of Union Pacific's significant subsidiaries and their
respective states of incorporation.
(23) Independent Auditors' Consent.
(24) Powers of attorney executed by the directors of Union Pacific.
(27) Financial Data Schedule.
(99) (a) Financial Statements for the Fiscal Year ended December 31,
1995 required by Form 11-K for the Union Pacific Corporation
Thrift Plan - To be filed by amendment.
(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 - To be filed by amendment.
(99) (c) Financial Statements for the Fiscal Year ended December 31,
1995 required by Form 11-K for the Skyway Retirement Savings
Plan - To be filed by amendment.
(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 - To be filed by
amendment.
(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 -
To be filed by amendment.
-20-
(b) Reports on Form 8-K
-------------------
On January 23, 1996, the Corporation filed a Current Report on
Form 8-K containing (i) an Indenture dated as of January 5, 1996
between the Corporation and Chemical Bank, (ii) historical
financial statements for Southern Pacific as of December 31, 1994
and September 30, 1995, (iii) restated financial statements of
the Corporation reflecting the discontinuation of Resources, (iv)
pro forma financial statements as of September 30, 1995 for the
Corporation and Southern Pacific and (v) a statement concerning
the Corporation's consolidated income statement for the nine
months ended September 30, 1995.
-21-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this 22nd day of
March, 1996.
UNION PACIFIC CORPORATION
By /s/ Drew Lewis
-------------------------------
(Drew Lewis, Chairman and Chief
Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below, on this 22nd day of March, 1996, by the following
persons on behalf of the registrant and in the capacities indicated.
PRINCIPAL EXECUTIVE OFFICER
AND DIRECTOR:
/s/ Drew Lewis
-------------------------------
(Drew Lewis, Chairman, Chief
Executive Officer and Director)
PRINCIPAL FINANCIAL OFFICER
AND DIRECTOR:
/s/ L. White Matthews, III
-------------------------------
(L. White Matthews, III,
Executive Vice President -
Finance and Director)
PRINCIPAL ACCOUNTING OFFICER:
/s/ Morris B. Smith
-------------------------------
(Morris B. Smith,
Vice President and Controller)
-22-
SIGNATURES - (Continued)
DIRECTORS:
Robert P. Bauman* Richard J. Mahoney*
Richard B. Cheney* Jack L. Messman*
E. Virgil Conway* John R. Meyer*
Richard K. Davidson* Thomas A. Reynolds, Jr.*
Spencer F. Eccles* James D. Robinson, III*
Elbridge T. Gerry, Jr.* Robert W. Roth*
William H. Gray, III* Richard D. Simmons*
Judith Richards Hope*
* By /s/ Judy L. Swantak
-----------------------------------
(Judy L. Swantak, Attorney-in-fact)
-23-
EXHIBIT INDEX
-------------
Items 10(m) through 10(ff) below constitute management contracts and executive
compensation arrangements required to be filed as exhibits to this report.
Exhibit Number
--------------
2(a) Agreement and Plan of Merger, dated as of August 3, 1995, among
Union Pacific Corporation (the Corporation), Union Pacific
Railroad Company ("UPRR"), UP Acquisition Corporation (the
Purchaser) and Southern Pacific Rail Corporation (Southern
Pacific), is incorporated herein by reference to Annex B to the
Joint Proxy Statement/Prospectus included in Union Pacific's
Registration Statement on Form S-4 (No. 33-64707).
3(a) Union Pacific's Revised Articles of Incorporation, as amended
through April 17, 1992, are incorporated herein by reference to
Exhibit 3(a) to Union Pacific's Report on Form 10-Q for the
quarter ended March 31, 1992.
3(b) Union Pacific's By-Laws, amended effective as of January 26,
1995, are incorporated herein by reference to Exhibit 3(b) to
Union Pacific's Report on Form 10-K for the year ended December
31, 1994.
4 Pursuant to various indentures and other agreements, Union
Pacific has issued long-term debt; however, no such agreement
has securities or obligations covered thereby which exceed 10%
of Union Pacific's total consolidated assets. Union Pacific
agrees to furnish the Commission with a copy of any such
indenture or agreement upon request by the Commission.
9 Voting Trust Agreement, dated as of August 3, 1995, among the
Corporation, the Purchaser and Southwest Bank of St. Louis, is
incorporated herein by reference to Annex K to the Joint Proxy
Statement/Prospectus included in Union Pacific's Registration
Statement on Form S-4 (No. 33-64707).
10(a) Shareholders Agreement, dated as of August 3, 1995, among the
Corporation, the Purchaser, The Anschutz Corporation (TAC),
Anschutz Foundation (the Foundation), and Mr. Philip F.
Anschutz (Mr. Anschutz), is incorporated herein by referenced
to Annex D to the Joint Proxy Statement/Prospectus included in
Union Pacific's Registration Statement on Form S-4 (No. 33-
64707).
10(b) Shareholders Agreement, dated as of August 3, 1995, among the
Corporation, the Purchaser and The Morgan Stanley Leveraged
Equity Fund II, L.P., is incorporated herein by reference to
Annex E to the Joint Proxy Statement/Prospectus included in
Union Pacific's Registration Statement on Form S-4 (No. 33-
64707).
10(c) Shareholders Agreement, dated as of August 3, 1995, among the
Corporation, the Purchaser and Southern Pacific, is
incorporated herein by reference to Annex F to the Joint Proxy
Statement/Prospectus included in Union Pacific's Registration
on FormS-4 (No. 33-64707).
10(d) Shareholders Agreement, dated as of August 3, 1995, among Union
Pacific Resources Group Inc. (Resources), TAC, the Foundation
and Mr. Anschutz, is incorporated herein by reference to Annex
G to the Joint Proxy Statement/Prospectus included in Union
Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(e) Registration Rights Agreement, dated as of August 3, 1995,
among the TAC Corporation, and the Foundation, is incorporated
herein by reference to Annex H to the Joint Proxy
Statement/Prospectus included in Union Pacific's Registration
Statement on Form S-4 (No. 33-64707).
10(f) Registration Rights Agreement, dated as of August 3, 1995,
among Resources, TAC and the Foundation, is incorporated herein
by reference to Annex I to the Joint Proxy Statement/Prospectus
included in Union Pacific's Registration Statement on Form S-4
(No. 33-64707).
10(g) Registration Rights Agreement, dated as of August 3, 1995,
between the Purchaser and Southern Pacific, is incorporated
herein by reference to Annex J to the Joint Proxy
Statement/Prospectus included in Union Pacific's Registration
Statement on Form S-4 (No. 33-64707).
10(h) Clarification of Anschutz Shareholders Agreement and
Anschutz/Spinco Shareholders Agreement is incorporated herein
by reference to Exhibit 10.8 to Union Pacific's Registration
Statement on Form S-4 (No. 33-64707).
10(i) Clarification of Parent Shareholders Agreement is incorporated
herein by reference to Exhibit 10.9 to Union Pacific's
Registration Statement on Form S-4 (No. 33-64707).
10(j) Clarification of Agreement and Plan of Merger is incorporated
herein by reference to Exhibit 10.10 to Union Pacific's
Registration Statement on Form S-4 (No. 33-64707).
10(k) Agreement, dated September 25, 1995, among the Corporation,
UPRR, Missouri Pacific Railroad Company (MPRR) and Southern
Pacific, Southern Pacific Transportation Company (SPT), The
Denver & Rio Grande Western Railroad Company (D&RGW), St. Louis
Southwestern Railway Company (SLSRC) and SPCSL Corp. (SPCSL),
on the one hand, and Burlington Northern Railroad Company (BN)
and The Atchison, Topeka and Santa Fe Railway Company (Santa
Fe), on the other hand, is incorporated by reference to Exhibit
10.11 to Union Pacific's Registration Statement on Form S-4
(No. 33-64707).
10(l) Supplemental Agreement, dated November 18, 1995, between the
Corporation, UPRR, MPRR and Southern Pacific, SPT, D&RGW, SLSRC
and SPCSL, on the one hand, and BN and Santa Fe, on the other
hand, is
incorporated herein by reference to Exhibit 10.12 to Union
Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(m) The Executive Incentive Plan of Union Pacific
Corporation, amended April 27, 1995, is incorporated herein by
reference to Exhibit 10(a) to Union Pacific's Report on Form
10-Q for the quarter ended March 31, 1995.
10(n) The 1982 Stock Option and Restricted Stock Plan of Union
Pacific Corporation, as amended as of February 1, 1992, is
incorporated herein by reference to Exhibit 10(c) to Union
Pacific's Report on Form 10-K for the year ended December 31,
1991.
10(o) The 1988 Stock Option and Restricted Stock Plan of Union
Pacific Corporation, as amended as of February 1, 1992, is
incorporated herein by reference to Exhibit 10(d) to Union
Pacific's Report on Form 10-K for the year ended December 31,
1991.
10(p) The Supplemental Pension Plan for Officers and Managers of
Union Pacific Corporation and Affiliates, as amended and
restated, is incorporated herein by reference to Exhibit 10(d)
to Union Pacific's Report on Form 10-K for the year ended
December 31, 1993.
10(q) The Supplemental Pension Plan for Exempt Salaried Employees of
Union Pacific Resources Company and Affiliates, as amended and
restated, is incorporated by reference to Exhibit 10(e) to
Union Pacific's Report on Form 10-K for the year ended December
31, 1993.
10(r) Amendment to Supplemental Pension Plan for Exempt Salaried
Employees of Union Pacific Resources Group Inc. and Affiliates,
effect as of October 17, 1995.
10(s) The Employment Agreement, dated as of January 30, 1986, between
Union Pacific and Andrew L. Lewis, Jr., is incorporated herein
by reference to Exhibit 10(e) to Union Pacific's Report on Form
10-K for the year ended December 31, 1985.
10(t) The 1990 Retention Stock Plan of Union Pacific Corporation, as
amended as of September 30, 1993, is incorporated herein by
reference to Exhibit 10(e) to Union Pacific's Report on Form
10-Q for the quarter ended September 30, 1991 and Exhibit 10(b)
to Union Pacific's Report on Form 10-Q for the quarter ended
September 30, 1993.
10(u) The 1992 Restricted Stock Plan for Non-Employee Directors of
Union Pacific Corporation, as amended as of January 28, 1993,
is incorporated herein by reference to Exhibit 10(a) to Union
Pacific's Current Report on Form 8-K filed March 16, 1993.
10(v) The 1993 Stock Option and Retention Stock Plan of Union Pacific
Corporation, as amended April 21, 1995, is incorporated herein
by reference to Exhibit 10(b) to Union Pacific's Report on Form
10-Q for the quarter ended March 31, 1995.
10(w) The Pension Plan for Non-Employee Directors of Union Pacific
Corporation, as amended January 25, 1996.
10(x) The Executive Life Insurance Plan of Union Pacific Corporation,
adopted August 2, 1994, is incorporated herein by reference to
Exhibit 10 to Union Pacific's Report on Form 10-Q for the
quarter ended June 30, 1994.
10(y) The Union Pacific Corporation Stock Unit Grant and Deferred
Compensation Plan for the Board of Directors, as amended
January 25, 1996.
10(z) Charitable Contribution Plan for Non-Employee Directors of
Union Pacific Corporation.
10(aa) Written Description of Other Executive Compensation
Arrangements of Union Pacific Corporation is incorporated
herein by reference to Exhibit 10(o) to Union Pacific's Report
on Form 10-K for the year ended December 31, 1992.
10(bb) Executive Incentive Plan of Resources is incorporated by
reference to Exhibit 10.9 to the Registration Statement on Form
S-1 (No. 33-95398) filed by Resources.
10(cc) 1995 Stock Option and Retention Stock Plan of Union Pacific
Resources Group Inc. is incorporated by reference to Exhibit
10.10 to the Registration Statement on Form S-1 (No. 33-95398)
filed by Resources.
10(dd) Form of Conversion Agreement is incorporated by reference to
Exhibit 10.13(a) to the Registration Statement on Form S-1 (No.
33-95398) filed by Resources.
10(ee) Conversion Agreement for Drew Lewis is incorporated herein by
reference to Exhibit 10(d) to Union Pacific's Report on Form
10-Q for the quarter ended September 30, 1995.
10(ff) Conversion Agreement for Jack L. Messman is incorporated herein
by reference to Exhibit 10(e) to Union Pacific's Report on Form
10-Q for the quarter ended September 30, 1995.
(11) Computation of earnings per share.
(12) Computation of ratio of earnings to fixed charges.
(13) Pages 5 through 53, inclusive, of Union Pacific's Annual Report
to Stockholders for the year ended December 31, 1995, but
excluding photographs set forth on pages 5 through 21, none of
which supplements the text and which are not otherwise required
to be disclosed in this Annual Report on Form 10-K.
(21) List of Union Pacific's significant subsidiaries and their
respective states of incorporation.
(23) Independent Auditors' Consent.
(24) Powers of attorney executed by the directors of Union Pacific.
(27) Financial Data Schedule.
(99) (a) Financial Statements for the Fiscal Year ended December
31, 1995 required by Form 11-K for the Union Pacific
Corporation Thrift Plan - To be filed by amendment.
(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 - To be filed by amendment.
(99) (c) Financial Statements for the Fiscal Year ended December
31, 1995 required by Form 11-K for the Skyway Retirement
Savings Plan - To be filed by amendment.
(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 - To be
filed by amendment.
(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 -
To be filed by amendment.