Back to GetFilings.com
1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
incorporation or organization) Identification No.)
1416 DODGE STREET, OMAHA, NEBRASKA
(Address of principal executive offices)
68179
(Zip Code)
(402) 271-5777
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock (Par Value $2.50 per share) New York Stock Exchange, Inc.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the 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. [ ].
--
As of February 28, 2001, the aggregate market value of the registrant's
Common Stock held by non-affiliates (using the New York Stock Exchange closing
price) was approximately $12,992,831,033.
The number of shares outstanding of the registrant's Common Stock as of
February 28, 2001 was 247,393,227.
2
Portions of the following documents are incorporated by reference into this
Report: (1) registrant's Annual Report to Shareholders for the year ended
December 31, 2000 (Annual Report) (Parts I, II and IV); and (2) registrant's
definitive Proxy Statement for the annual meeting of shareholders to be held on
April 20, 2001 (Part III).
PART I
ITEM 1. BUSINESS AND ITEM 2. PROPERTIES
CORPORATE STRUCTURE
Union Pacific Corporation (UPC or the Corporation) was incorporated in Utah in
1969. The Corporation operates primarily in the areas of rail transportation,
through its subsidiary Union Pacific Railroad Company (the Railroad): and
trucking, through its subsidiary Overnite Transportation Company.
In 2000, the Corporation continued to focus on its core rail transportation
business by investing approximately $1.7 billion in capital-related assets at
the Railroad. The capital assets are used to sustain current operations and
introduce innovative rail services across every commodity line. The
Corporation's rail investments in the last five years included the 1996
acquisition of Southern Pacific Rail Corporation (Southern Pacific), and the
1997 and 1999 investments in the Pacific-North and Chihuahua Pacific lines in
Mexico. The details of the Corporation's key strategic transactions in recent
years are as follows:
FENIX - During 2000, the Corporation announced the formation of a new
subsidiary, Fenix, to develop and expand the Corporation's technology and
telecommunication assets beyond the Corporation's core transportation
businesses.
MEXICAN RAILWAY CONCESSION - During 1997, the Railroad and a consortium of
partners were granted a 50-year concession to operate the Pacific-North and
Chihuahua Pacific lines in Mexico and a 25% stake in the Mexico City Terminal
Company at a price of $525 million. The consortium assumed operational control
of both lines in 1998. In March 1999, the Railroad purchased an additional 13%
ownership interest for $87 million from one of its partners. The Railroad
currently holds a 26% ownership share in the consortium. This investment is
accounted for using the equity method of accounting.
OVERNITE - In May 1998, the Corporation's Board of Directors approved a formal
plan to divest of UPC's investment in Overnite through an initial public
offering. However, market conditions deteriorated to the point that UPC did not
consummate the offering (see note 1 to the consolidated financial statements in
the Annual Report).
SKYWAY - In November 1998, the Corporation completed the sale of Skyway Freight
Systems, Inc. (Skyway), a wholly owned subsidiary. Skyway provided contract
logistics and supply chain management services. The proceeds were used to repay
outstanding debt. The sale of Skyway generated a net after-tax loss of $50
million (see note 3 to the consolidated financial statements in the Annual
Report).
SOUTHERN PACIFIC - During 2000, UPC continued its integration of Southern
Pacific's rail operations. This process is expected to be completed in 2001 (see
notes 1 and 2 to the consolidated financial statements in the Annual Report).
UPC consummated the acquisition of Southern Pacific in September 1996 for $4.1
billion. Sixty percent of the outstanding Southern Pacific common shares were
converted into UPC common stock and the remaining 40% of the outstanding shares
were acquired for cash. UPC initially funded the cash portion of the acquisition
with credit facility borrowings, all of which have been subsequently refinanced
with other borrowings. The acquisition of Southern Pacific has been accounted
for using the purchase method of accounting.
-2-
3
OPERATIONS
Union Pacific Corporation consists of one reportable segment, rail
transportation, and UPC's other product lines (Other Operations). The rail
segment includes the operations of the Corporation's wholly owned subsidiary,
Union Pacific Railroad Company (UPRR) and UPRR's subsidiaries and rail
affiliates (collectively, the Railroad). Other Operations include the trucking
product line (Overnite Transportation Company or Overnite), as well as the
"other" product lines that include the corporate holding company (which largely
supports the Railroad), Fenix LLC and affiliated technology companies (Fenix),
self-insurance activities, and all appropriate consolidating entries.
RAIL
OPERATIONS - The Railroad is a Class I railroad that operates in the United
States. It has over 34,000 route miles linking Pacific Coast and Gulf Coast
ports to the Midwest and eastern United States gateways and providing several
north/south corridors to key Mexican gateways. 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 Coast, 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
Mexican and (primarily through interline connections) Canadian borders. The
Railroad is subject to price and service competition from other railroads, motor
carriers and barge operators. The Corporation expects to complete the
integration of the operations of SP in 2001.
EMPLOYEES - Approximately 87% of the Railroad's nearly 50,000 employees are
represented by rail unions. Under the conditions imposed by the Surface
Transportation Board (STB) in connection with the Southern Pacific acquisition,
labor agreements between the Railroad and the unions had to be negotiated before
the UPRR and Southern Pacific rail systems could be fully integrated. The
Railroad has successfully reached agreements with the shopcraft, carmen,
clerical, and maintenance-of-way unions, and also implemented "hub-and-spoke"
agreements with the train operating crafts. Under the hub-and-spoke concept, all
operating employees in a central "hub" are placed under a common set of
collective bargaining agreements with the ability to work on the "spokes"
running into and out of the hub. Negotiations under the Railway Labor Act to
revise the national labor agreements for all crafts began in late 1999 and are
still in progress.
A separate Annual Report on Form 10-K for the year ended December 31, 2000,
will be filed by UPRR and will contain additional information concerning that
company.
OTHER OPERATIONS
TRUCKING PRODUCT LINE
OPERATIONS - Overnite Transportation Company, a wholly owned subsidiary of the
Corporation, is a major interstate trucking company specializing in
less-than-truckload shipments. Overnite serves all 50 states and portions of
Canada and Mexico through 167 service centers located throughout the United
States. Overnite transports a variety of products including machinery, tobacco,
textiles, plastics, electronics and paper products. Overnite experiences intense
service and price competition from both regional and national motor carriers.
EMPLOYEES - Overnite continues to oppose the efforts of the International
Brotherhood of Teamsters (Teamsters) to unionize Overnite service centers. Since
the Teamsters began their efforts at Overnite in 1994, Overnite has received 90
petitions for union elections at 67 of its 166 service centers, although there
have been only nine elections since August 1997, and Teamsters representation
was rejected in seven of those nine elections. Twenty-two service centers,
representing approximately 14% of Overnite's 13,000 nationwide employee work
force, have voted for union representation, and the Teamsters have been
certified and recognized as the bargaining representative for such
-3-
4
employees. Fifteen of these 22 locations filed decertification petitions in 1999
and 2000. Elections affecting approximately 400 additional employees are
unresolved, and there are no elections currently scheduled. Additionally,
proceedings are pending in certain cases where a Teamsters' local union lost a
representation election. To date, Overnite has not entered into any collective
bargaining agreements with the Teamsters, who began a job action on October 24,
1999 that has continued into 2001. As of January 31, 2001, 30 Overnite service
centers had approximately 495 employees, less than 5% of Overnite's work force,
who did not report to work. Despite the work stoppage, Overnite has managed to
improve its service, revenue and profitability on a year-over-year basis.
OPERATIONAL INITIATIVES - During 2000, 1999 and 1998, Overnite benefited from
several initiatives aimed at better matching its operations to the trucking
industry environment. These actions included work force reductions, service
center consolidations, centralization of the linehaul management process and
pricing initiatives targeting Overnite's lowest margin customers. Overnite has
also benefited from growth in its customer base generated by continuing
improvements in its service levels.
OTHER PRODUCT LINES
OTHER - Included in the "other" product lines are the results of the corporate
holding company, Fenix, self-insurance activities, and all appropriate
consolidating entries.
OTHER INFORMATION
Additional information regarding UPC's operations is presented on pages 6
through 17 of the Annual Report, note 1 to the consolidated financial statements
on pages 38 through 41of the Annual Report and on pages 52, 53 and 54 of the
Annual Report, and such information (excluding photographs on pages 6 through
17, none of which supplements the text and which are not otherwise required to
be disclosed herein) is incorporated herein by reference.
GOVERNMENTAL REGULATION - UPC's operations are currently subject to a variety of
federal, state and local regulations. The most significant areas of regulation
are described below. See also the discussion of certain regulatory proceedings
in "Item 3. Legal Proceedings," which is incorporated herein by reference.
The operations of the Railroad and Overnite are subject to the regulatory
jurisdiction of the STB and other federal and 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 and motor carriers by rail common carriers. In March 2000,
the STB imposed a 15-month moratorium on railroad merger applications between
Class I railroads. The moratorium directs large railroads to avoid merger
activities for 15 months until the STB adopts new rules governing merger
proceedings. The rulemaking proceeding is scheduled to be completed by June 11,
2001.
Other federal agencies have jurisdiction over safety, movement of hazardous
materials, movement and disposal of hazardous waste and equipment standards.
Various state and local agencies have jurisdiction over disposal of hazardous
wastes and seek to regulate movement of hazardous materials.
ENVIRONMENTAL REGULATION - UPC and its subsidiaries 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 to
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
-4-
5
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.
The 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. In the event the federal government pays for such cleanup, it will seek
reimbursement from private parties upon which CERCLA imposes liability.
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. It
also imposes strict liability on 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. The Company is subject to potential liability under CERCLA as
an owner or operator of facilities at which hazardous substances have been
disposed of, or as a generator or a transporter of hazardous substances disposed
of at other locations. 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 legislation
are currently active in designating more facilities as requiring cleanup and
further assessment.
The operations of the Corporation are subject to the requirements of the
CAA. The 1990 amendments to the CAA include a provision under Title V requiring
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 of the Corporation's
facilities may be required to obtain such permits. In addition, in December 1997
the EPA issued final regulations which require that certain purchased and
remanufactured locomotives meet stringent emissions criteria. While the cost of
meeting these requirements may be significant, expenditures are not expected to
affect materially the Corporation's financial condition or results of
operations.
The operations of the Corporation 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
runoff regulations under the Federal Water Pollution Control Act.
Information concerning environmental claims and contingencies and estimated
attendant remediation costs is set forth in Management's Discussion and Analysis
of Financial Condition and Results of Operations - Other Matters - Environmental
Costs on pages 28 and 29 of the Annual Report. Such information is incorporated
herein by reference.
-5-
6
CAUTIONARY INFORMATION
Certain statements in this report are, and statements in other material filed or
to be filed with the Securities and Exchange Commission (as well as information
included in oral statements or other written statements made or to be made by
the Corporation) are, or will be, forward-looking within the meaning of the
Securities Act of 1933 and the Securities Exchange Act of 1934. These
forward-looking statements include, without limitation, statements regarding:
expectations as to operational improvements; expectations as to cost savings,
revenue growth and earnings; the time by which certain objectives will be
achieved; estimates of costs relating to environmental remediation and
restoration; proposed new products and services; expectations that claims,
lawsuits, environmental costs, commitments, contingent liabilities, labor
negotiations or agreements, or other matters will not have a material adverse
effect on its consolidated financial position, results of operations or
liquidity; and statements concerning projections, predictions, expectations,
estimates or forecasts as to the Corporation's and its subsidiaries' business,
financial and operational results, and future economic performance, statements
of management's goals and objectives and other similar expressions concerning
matters that are not historical facts.
Forward-looking statements should not be read as a guarantee of future
performance or results, and will not necessarily be accurate indications of the
times at, or by which, such performance or results will be achieved.
Forward-looking information is based on information available at the time and/or
management's good faith belief with respect to future events, and is subject to
risks and uncertainties that could cause actual performance or results to differ
materially from those expressed in the statements.
Important factors that could cause such differences include, but are not
limited to, whether the Corporation and its subsidiaries are fully successful in
implementing their financial and operational initiatives; industry competition,
conditions, performance and consolidation; legislative and/or regulatory
developments, including possible enactment of initiatives to re-regulate the
rail business; natural events such as severe weather, floods and earthquakes;
the effects of adverse general economic conditions, both within the United
States and globally; changes in fuel prices; changes in labor costs; labor
stoppages; and the outcome of claims and litigation.
Forward-looking statements speak only as of the date the statement was
made. The Corporation assumes no obligation to update forward-looking
information to reflect actual results, changes in assumptions or changes in
other factors affecting forward-looking information. If the Corporation does
update one or more forward-looking statements, no inference should be drawn that
the Corporation will make additional updates with respect thereto or with
respect to other forward-looking statements.
ITEM 3. LEGAL PROCEEDINGS
SOUTHERN PACIFIC ACQUISITION
On August 12, 1996, the STB served a decision (the Decision) approving the
acquisition of control of Southern Pacific by UPC, subject to various
conditions. The acquisition was consummated on September 11, 1996. Various
appeals were filed with respect to the Decision, and all such appeals were
ultimately consolidated in the U.S. Court of Appeals for the District of
Columbia Circuit, and all of the appeals have since been withdrawn or denied.
Among the conditions to the STB's approval of the Southern Pacific
acquisition was the requirement that the STB retain oversight jurisdiction for
five years to examine whether the conditions imposed under the Decision remain
effective to address the competitive harms caused by the merger. On December 15,
2000, the STB served a decision in the fourth annual general oversight
proceeding to review the implementation of the merger and the effectiveness of
the conditions imposed under the Decision. The Board concluded that merger
implementation continued to be positive, the conditions ensured effective
competition and no new conditions were warranted. The STB established July 2,
2001 as the date for
-6-
7
the fifth comprehensive summary to be filed by the Railroad. The STB order also
requires interested parties to file comments concerning the fifth annual
oversight proceeding on August 17, 2001, with replies being due September 4,
2001.
SHAREHOLDER LITIGATION
As previously reported, UPC and certain of its directors and officers (who are
also directors of the Railroad) were named as defendants in two purported class
actions filed in 1997 that have been consolidated into one proceeding in the
United States District Court for the Northern District of Texas (the Class
Action). In addition to the Class Action, a purported derivative action was
filed on behalf of UPC and the Railroad in September 1998 in the District Court
for Tarrant County, Texas, naming as defendants the then-current and certain
former directors of UPC and the Railroad and, as nominal defendants, UPC and the
Railroad (the Derivative Action and together with the Class Action, the
Actions).
Prior to any rulings on the defendants' motions to dismiss the Class Action
and the Derivative Action, counsel for UPC, the Railroad and the individual
defendants in those Actions entered into a Memorandum of Understanding (the
MOU), dated June 28, 2000, with counsel for the plaintiffs in the Class Action
and Derivative Action, providing for the settlement of both Actions. The MOU
provided, among other things, that the Class Action would be settled for
$34,025,000 in cash (the Settlement Payment), the full amount of which has been
covered by UPC's insurance carriers. The MOU also provided that, in settlement
of the Derivative Action, UPC would adopt certain additional procedures which
are intended to reinforce its continuing effort to ensure both the effective
implementation of its merger with Southern Pacific and its ongoing commitment to
rail safety. In addition, in the event of any proposed merger or other
transaction involving consolidation of UPC and a rail system of greater than
1,000 miles in length of road, UPC agreed to commission a study, to be completed
in advance of any formal application to a U.S., Canadian or Mexican federal
regulatory board, to analyze prospective safety and congestion-related issues.
On October 12, 2000, counsel for the respective parties in the Class Action
and the Derivative Action entered into definitive Stipulations of Compromise and
Settlement (the Stipulations), providing for the settlement of the Actions on
the terms described above, subject to court approval. At separate hearings on
December 13, 2000, the court in the Class Action and the court in the Derivative
Action approved the proposed settlement of the respective Actions as fair,
adequate and reasonable and dismissed the respective Actions with prejudice in
favor of the defendants. In its order, the court in the Class Action also
granted in part plaintiffs' counsels' application for attorneys' fees and
expenses, to be paid from the Settlement Payment. In its order, the court in the
Derivative Action also granted plaintiff's counsels' application for attorneys
fees and expenses in the amount of $975,000, which amount has been paid by the
Corporation but has been fully covered by UPC's insurance carriers.
UPC, the Railroad and the individual defendants named in the Actions
entered into the MOU and Stipulations solely for the purpose of avoiding the
further expense, inconvenience, burden and uncertainty of the Actions, and their
decision to do so does not constitute, and under the terms of the Stipulations
may not be taken as, an admission or concession or evidence of any liability or
wrongdoing whatsoever on the part of any party to either Action, which liability
and wrongdoing have consistently been, and continue to be, denied.
SURFACE TRANSPORTATION BOARD MATTERS
As previously reported, in May 2000 the STB dismissed a complaint filed
by the Western Coal Traffic League (WCTL) alleging that the Railroad improperly
accounted for certain costs associated with the acquisition of Southern Pacific
and service difficulties in its 1997 annual report filed with the STB. On June
1, 2000, the WCTL petitioned the STB for a rehearing. On November 30, 2000, the
STB rejected WCTL's petition for reconsideration and affirmed its earlier
decision issued in May of 2000 that the Railroad properly accounted for the
service difficulties experienced in 1997.
-7-
8
Also as previously reported, in May 2000 the STB served a decision in a
complaint filed by FMC challenging the Railroad's tariff rates on 16 different
movements. The decision found rates on 15 of the movements were excessive. On
June 1, 2000, the Railroad petitioned the STB for reconsideration, alleging that
multiple errors caused the decision to understate costs and therefore prescribe
rates where not jurisdictionally permitted or prescribe lower rates than
warranted. The Railroad and FMC each also filed a petition for review of the STB
decision in the United States Circuit Court of Appeals for the D.C. Circuit.
Although both FMC and the Railroad originally challenged the STB decision, both
parties agreed that neither party would pursue future appeals or regulatory
action as part of a wider commercial understanding reached on December 8, 2000.
When the Railroad notified the STB that it was withdrawing its motion for
reconsideration, the STB dismissed the motion and discontinued the proceeding in
a decision served December 13, 2000. The parties agreed upon an amount to be
paid in final reparations and interest and the Railroad paid the final
installment on December 15, 2000.
OTHER MATTERS
Western Resources v. Union Pacific Railroad Company and The Burlington Northern
Santa Fe Railway Company. Western Resources (Western) filed its original
complaint on January 24, 2000 in the U.S. District Court for the District of
Kansas. Western alleged the railroads materially breached their service
obligations under the transportation contract to deliver coal in a timely manner
to Western's Jeffrey Energy Center. The original complaint sought recovery of
consequential damages and termination of the contract, excusing Western from
further performance. In an amended complaint filed September 1, 2000, Western
claimed the right to retroactive termination and added a claim for restitution.
In its December 1, 2000 supplemental disclosure of damages, Western continued to
assert both its damages and restitution claims.
The railroads are vigorously defending this lawsuit and discovery is
underway. The railroads have filed two motions seeking dismissal of the
termination and restitution claims. Western has responded, and the railroads
have replied. The trial is currently scheduled to begin in May 2002.
LABOR MATTERS
The General Counsel of the National Labor Relations Board (NLRB) is seeking a
bargaining order remedy in 11 cases involving Overnite where a Teamsters local
union lost a representation election. 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. In these eleven cases an administrative law judge has ruled that the
bargaining order remedy is warranted. Overnite appealed those rulings to the
NLRB. The NLRB has upheld the decision of the administrative law judge in four
cases, and Overnite has appealed the NLRB's ruling to the United States Court of
Appeals for the Fourth Circuit. On February 16, 2001 a two-one majority of a
Fourth Circuit panel enforced the NLRB bargaining orders. Overnite will petition
for rehearing by the entire Circuit bench. With respect to the other seven
bargaining order cases, Overnite's appeal is pending before the NLRB. In a
twelfth case, the administrative law judge found that a bargaining order remedy
was not warranted. 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 remunerative work assignments. Overnite believes it has substantial
defenses in the bargaining order cases and intends to continue to defend them
aggressively.
-8-
9
ENVIRONMENTAL MATTERS
In March 1998, the Railroad received notice that the Railroad and Clean Harbors,
a waste disposal firm, were the subjects of a criminal investigation by the EPA
and the Federal Bureau of Investigation. Tank cars containing hazardous waste
billed to Clean Harbors' transload facility in Sterling, Colorado were held in
the Railroad's Sterling, Colorado rail yard for periods longer than ten days
prior to placement in Clean Harbors' facility, allegedly in violation of
hazardous waste regulations. The Railroad is cooperating with the investigation
and has responded to grand jury subpoenas. A finding of violation could result
in significant criminal or civil penalties.
The Corporation and its affiliates have received notices from the EPA and
state environmental agencies alleging that they are or may be liable under
certain federal or state environmental laws for remediation costs at various
sites throughout the United States, including sites which are on the Superfund
National 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 the
Corporation's exposure has been reached although regulatory proceedings at the
sites involved have not been formally terminated.
Information concerning environmental claims and contingencies and estimated
attendant remediation costs is set forth in Management's Discussion and Analysis
of Financial Condition and Results of Operations - Other Matters - Environmental
Costs on pages 28 and 29 of the Annual Report. Such information is incorporated
herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
-9-
10
EXECUTIVE OFFICERS OF THE REGISTRANT AND
PRINCIPAL EXECUTIVE OFFICERS OF SUBSIDIARIES
BUSINESS
EXPERIENCE
DURING PAST FIVE
NAME POSITION AGE YEARS
---- -------- --- ----------------
Richard K. Davidson Chairman, President and Chief Executive Officer of UPC 59 (1)
and Chairman and Chief Executive Officer of the
Railroad
James R. Young Executive Vice President - Finance of UPC and Chief 48 (2)
Financial Officer of the Railroad
L. Merill Bryan, Jr. Senior Vice President and Chief Information Officer 57 (3)
Barbara W. Schaefer Senior Vice President - Human Resources 47 (4)
Robert W. Turner Senior Vice President - Corporate Relations 51 (5)
Carl W. von Bernuth Senior Vice President, General Counsel and Secretary 57 (6)
Charles R. Eisele Vice President - Strategic Planning and Administration 51 (7)
Bernie R. Gutschewski Vice President - Taxes 50 (8)
Mary E. McAuliffe Vice President - External Relations 54 Current Position
Richard J. Putz Vice President and Controller 53 (9)
Mary S. Jones Vice President and Treasurer 48 (10)
Ivor J. Evans President and Chief Operating Officer of the Railroad 58 (11)
Dennis J. Duffy Executive Vice President - Operations of the Railroad 50 (12)
John J. Koraleski Executive Vice President - Marketing and Sales of the 50 (13)
Railroad
R. Bradley King Executive Vice President - Network Design and 53 (14)
Integration of the Railroad
Leo H. Suggs Chairman and Chief Executive Officer of Overnite 62 (15)
-10-
11
EXECUTIVE OFFICERS OF THE REGISTRANT AND
PRINCIPAL EXECUTIVE OFFICERS OF SUBSIDIARIES
(CONTINUED)
(1) Mr. Davidson was elected Chairman and Chief Executive Officer effective
January 1, 1997. He became President of UPC effective May 1994 and was also
Chief Operating Officer of UPC from November 1995 to December 1996. He was
President and Chief Executive Officer of the Railroad until August 1995,
Chairman of the Railroad until November 1996 and Chairman and Chief
Executive Officer of the Railroad since November 1996.
(2) Mr. Young was elected Executive Vice President-Finance of UPC and Chief
Financial Officer of the Railroad effective December 1, 1999. He was
elected Controller of UPC and Senior Vice President - Finance of the
Railroad effective March 1999 and Senior Vice President - Finance of UPC
effective June 1998. He served as Treasurer of the Railroad from June 1998
to March 1999. He was Vice President - Customer Service Planning and
Quality of the Railroad from April 1998 to June 1998, Vice President -
Quality and Operations Planning from September 1997 to April 1998 and Vice
President - Finance and Quality from September 1995 to September 1997.
(3) Mr. Bryan was elected to his current position effective May 1997. Prior
thereto, he was President and Chief Executive Officer of Union Pacific
Technologies, Inc., a former subsidiary of UPC.
(4) Ms. Schaefer was elected to her current position effective April 1997. From
April 1994 to April 1997 she was Vice President - Human Resources of the
Railroad.
(5) Mr. Turner was elected to his current position effective August 2000. Prior
thereto, he was Vice President - Public Affairs of Champion International
Corporation, a paper and forest products company.
(6) Mr. von Bernuth was elected Corporate Secretary effective April 1997. He
has been Senior Vice President and General Counsel during the past five
years.
(7) Mr. Eisele was elected to his current position effective March 1999. He was
Vice President - Strategic Planning from September 1997 to March 1999. He
was Vice President - Purchasing for the Railroad from April 1994 to
September 1997.
(8) Mr. Gutschewski was elected Vice President - Taxes effective August 1998.
Prior thereto, he was Assistant Vice President - Tax and Financial
Management of the Railroad.
(9) Mr. Putz was elected Vice President and Controller of UPC and Chief
Accounting Officer of the Railroad effective December 1, 1999. Prior
thereto, he was Assistant Vice President and Controller of the Railroad.
(10) Ms. Jones was elected to her current position effective March 1999. She
served as Vice President - Investor Relations from June 1998 to March 1999.
She was Assistant Vice President - Treasury and Assistant Treasurer of UPC
from September 1996 to June 1998 and prior thereto she was Assistant
Treasurer of UPC.
(11) Mr. Evans was elected to his current position effective September 1998.
Prior thereto, he was Senior Vice President of Emerson Electric Company, a
company engaged in the design, manufacture and sale of electrical,
electromechanical, and electronic products and systems.
-11-
12
(12) Mr. Duffy was elected to his current position effective September 1998. He
was Senior Vice President - Safety Assurance and Compliance Process from
October 1997 to September 1998. He was Senior Vice President - Customer
Service and Planning of the Railroad from November 1995 to October 1997.
(13) Mr. Koraleski was elected to this position effective March 1999. He served
as Controller of UPC from August 1998 to March 1999 and as Executive Vice
President - Finance of the Railroad from May 1996 to March 1999. Prior to
May 1996, he was Executive Vice President - Finance and Information
Technologies of the Railroad.
(14) Mr. King was elected to his current position effective September 1998. He
was Executive Vice President - Operations from October 1997 to September
1998. He was Vice President - Transportation of the Railroad from November
1995 to October 1997.
(15) Mr. Suggs was elected to his current position in April 1996. Prior thereto,
he was President and Chief Executive Officer of Preston Trucking Company,
Inc., a company engaged in truck transportation.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
Information as to the markets in which UPC'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 shareholders of record at January 31, 2001 is set forth under Selected
Quarterly Data and Shareholders and Dividends on page 52 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 7 to the consolidated financial
statements on page 45 of the Annual Report. All such information is incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Selected Financial Data for the Corporation for each of the last 10 years is set
forth under the Ten-Year Financial Summary on page 54 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 UPC's financial condition, changes in financial condition,
results of operations, cash flows, liquidity and capital resources, and other
matters is set forth in the Financial Review on pages 18 through 32 of the
Annual Report. All such information is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information concerning market risk sensitive instruments is set forth under
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Other Matters on pages 29 and 30 of the Annual Report and in note 4
to the consolidated financial statements on pages 42 and 43 of the Annual
Report. All such information is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Corporation's Consolidated Financial Statements, Significant Accounting
Policies, Notes to the Financial Statements and Independent Auditors' Report are
presented on pages 33 through 51 of the Annual Report. Selected quarterly
financial data are set forth under Selected Quarterly Data on page 52 of the
Annual Report. All such information is incorporated herein by reference.
-12-
13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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 UPC,
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 UPC is set forth in the Election of 13 Directors segment
of the Proxy Statement and is incorporated herein by reference.
(b) Executive Officers of Registrant.
Information concerning the executive officers of UPC 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 Section 16(a) Beneficial Ownership
Reporting Compliance segment of the Proxy Statement and is incorporated herein
by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning compensation received by UPC's directors and certain
executive officers is presented in the Compensation of Directors, Compensation
Committee Interlocks and Insider Participation, Report on Executive
Compensation, Summary Compensation Table, Security Ownership of Management,
Option/SAR Grants Table, Aggregated Option/SAR Exercises in Last Fiscal Year and
FY-End Option/SAR Values Table, Long Term Incentive Plan-Awards in Last Fiscal
Year Table, Defined Benefit Plans, Change-in-Control Arrangements and Five-Year
Performance Comparison 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 UPC's equity securities beneficially
owned as of February 9, 2001 by each of its directors and nominees for director,
its five most highly compensated executive officers, its directors and executive
officers as a group and certain beneficial owners is set forth in the Election
of 13 Directors, Security Ownership of Management, and Security Ownership of
Certain Beneficial Owners 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.
-13-
14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2) Financial Statements and Schedules
The Consolidated Financial Statements, Significant Accounting
Policies, Notes to the Financial Statements and Independent
Auditors' Report on pages 33 through 51, inclusive, of the Annual
Report are incorporated herein by reference.
Schedule II - Valuation and Qualifying Accounts
Schedules not listed above have been omitted because they are not
applicable or not required or the information required to be set
forth therein is included in the consolidated financial statements
or notes thereto.
(3) Exhibits
Items 10(f) through 10(u) below constitute management
contracts and executive compensation arrangements required to
be filed as exhibits to this report.
3(a) Revised Articles of Incorporation of UPC, as amended
through April 25, 1996, are incorporated herein by
reference to Exhibit 3 to the Corporation's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1996.
3(b) By-Laws of UPC, as amended effective as of November 19,
1998, are incorporated herein by reference to Exhibit
3.1 to the Corporation's Current Report on Form 8-K
filed November 25, 1998.
4 Pursuant to various indentures and other agreements, UPC
has issued long-term debt. No such agreement has
securities or obligations covered thereby which exceed
10% of the Corporation's total consolidated assets. UPC
agrees to furnish the Commission with a copy of any such
indenture or agreement upon request by the Commission.
10(a) Amended and Restated Anschutz Shareholders Agreement,
dated as of July 12, 1996, among UPC, UPRR, The Anschutz
Corporation (TAC), Anschutz Foundation (the Foundation)
and Mr. Philip F. Anschutz, is incorporated herein by
reference to Annex D to the Joint Proxy
Statement/Prospectus included in Post-Effective
Amendment No. 2 to UPC's Registration Statement on Form
S-4 (No. 33-64707).
10(b) Amended and Restated Registration Rights Agreement,
dated as of July 12, 1996, among UPC, TAC and the
Foundation is incorporated herein by reference to Annex
H to the Joint Proxy Statement/Prospectus included in
Post-Effective Amendment No. 2 to UPC's Registration
Statement on Form S-4 (No. 33-64707).
10(c) Amended and Restated Registration Rights Agreement,
dated as of July 12, 1996, among UPC, UP Holding
Company, Inc., Union Pacific Merger Co. and Southern
Pacific Rail Corporation (SP) is incorporated herein by
reference to Annex J to the Joint Proxy
Statement/Prospectus included in Post-Effective
Amendment No. 2 to UPC's Registration Statement on Form
S-4 (No. 33-64707).
-14-
15
10(d) Agreement, dated September 25, 1995, among UPC, UPRR,
Missouri Pacific Railroad Company (MPRR), SP, 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 UPC's
Registration Statement on Form S-4 (No. 33-64707).
10(e) Supplemental Agreement, dated November 18, 1995, between
UPC, UPRR, MPRR, SP, 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
UPC's Registration Statement on Form S-4 (No. 33-64707).
10(f) The Executive Incentive Plan of UPC, as amended as of
November 16, 2000.
10(g) The Executive Stock Purchase Incentive Plan of UPC, as
amended as of November 16, 2000.
10(h) Written Description of Premium Exchange Program Pursuant
to 1993 Stock Option and Retention Stock Plan of UPC is
incorporated herein by reference to Exhibit 10(b) to the
Corporation's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999.
10(i) The Supplemental Pension Plan for Officers and Managers
of UPC and Affiliates, as amended and restated, is
incorporated herein by reference to Exhibit 10(d) to the
Corporation's Annual Report on Form 10-K for the year
ended December 31, 1993.
10(j) Letter Agreement, dated September 8, 1998, between UPC
and Mr. Ivor J. Evans, is incorporated herein by
reference to Exhibit 10.1 to the Corporation's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1998.
10(k) Letter Agreement, dated November 18, 1999, amending
Letter Agreement dated September 8, 1999 between UPC and
Mr. Ivor J. Evans, is incorporated herein by reference
to Exhibit 10(k) to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1999.
10(l) The 1988 Stock Option and Restricted Stock Plan of UPC,
as amended as of November 16, 2000.
10(m) The 1993 Stock Option and Retention Stock Plan of UPC,
as amended as of January 25, 2001.
10(n) UPC 2000 Directors Stock Plan in incorporated by
reference to Exhibit 99 to UPC's Current Report on Form
8-K filed March 9, 2000.
10(o) UPC Key Employee Continuity Plan dated November 16,
2000.
10(p) The Pension Plan for Non-Employee Directors of UPC, as
amended January 25, 1996, is incorporated herein by
reference to Exhibit 10(w) to the Corporation's Annual
Report on Form 10-K for the year ended December 31,
1995.
-15-
16
10(q) The Executive Life Insurance Plan of UPC, as amended
October 1997, is incorporated herein by reference to
Exhibit 10(t) to the Corporation's Annual Report on Form
10-K for the year ended December 31, 1997.
10(r) The UPC Stock Unit Grant and Deferred Compensation Plan
for the Board of Directors, as amended May 27, 1999, is
incorporated herein by reference to Exhibit 10(a) to the
Corporation's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999.
10(s) Charitable Contribution Plan for Non-Employee Directors
of Union Pacific Corporation is incorporated herein by
reference to Exhibit 10(z) to the Corporation's Annual
Report on Form 10-K for the year ended December 31,
1995.
10(t) Written Description of Other Executive Compensation
Arrangements of Union Pacific Corporation is
incorporated herein by reference to Exhibit 10(q) to the
Corporation's Annual Report on Form 10-K for the year
ended December 31, 1998.
10(u) Form of 2001 Long Term Plan Stock Unit and Cash Award
Agreement dated January 25, 2001.
12 Ratio of Earnings to Fixed Charges.
13 Pages 6 through 54, inclusive, of UPC's Annual Report to
Shareholders for the year ended December 31, 2000, but
excluding photographs set forth on pages 6 through 17,
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 the Corporation's significant subsidiaries and
their respective states of incorporation.
23 Independent Auditors' Consent.
24 Powers of attorney executed by the directors of UPC.
99(a) Financial Statements for the Fiscal Year ended December
31, 2000 required by Form 11-K for the UPC Thrift Plan -
to be filed by amendment.
99(b) Financial Statements for the Fiscal Year ended December
31, 2000 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, 2000 required by Form 11-K for the Union Pacific
Agreement Employee 401(k) Retirement Thrift Plan - to be
filed by amendment.
99(d) Financial Statements for the Fiscal Year ended December
31, 2000 required by Form 11-K for the Chicago and North
Western Railway Company Profit Sharing and Retirement
Savings Program - to be filed by amendment.
99(e) Financial Statements for the Fiscal Year ended December
31, 2000 required by Form 11-K for the Southern Pacific
Rail Corporation Thrift Plan - to be filed by amendment.
-16-
17
(b) Reports on Form 8-K
On October 19, 2000, UPC filed a Current Report of Form 8-K
announcing UPC's financial results for the third quarter of 2000.
On December 27, 2000, UPC filed a Current Report on Form 8-K
announcing spending reductions and the expectation of lower fourth
quarter earnings.
On January 18, 2001, UPC filed a Current Report on Form 8-K
announcing UPC's financial results for the fourth quarter of 2000.
On March 8, 2001, UPC filed a Current Report on Form 8-K filing the
Union Pacific Corporation 2001 Stock Incentive Plan, which will be
considered for approval at the UPC 2001 Annual Meeting of
Shareholders.
-17-
18
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 21st day of March,
2001.
UNION PACIFIC CORPORATION
By /s/ Richard K. Davidson
-------------------------------------
Richard K. Davidson, Chairman,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below, on this 21st day of March, 2001, by the
following persons on behalf of the registrant and in the capacities indicated.
PRINCIPAL EXECUTIVE OFFICER
AND DIRECTOR:
/s/ Richard K. Davidson
-------------------------------------
Richard K. Davidson, Chairman,
President, Chief Executive
Officer and Director
PRINCIPAL FINANCIAL OFFICER:
/s/ James R. Young
-------------------------------------
James R. Young,
Executive Vice President - Finance
PRINCIPAL ACCOUNTING OFFICER:
/s/ Richard J. Putz
-------------------------------------
Richard J. Putz,
Vice President and Controller
-18-
19
SIGNATURES - (Continued)
DIRECTORS:
Philip F. Anschutz* Elbridge T. Gerry, Jr.*
Robert P. Bauman* Judith Richards Hope*
E. Virgil Conway* Richard J. Mahoney*
Thomas J. Donohue* Steven R. Rogel*
Archie W. Dunham* Richard D. Simmons*
Spencer F. Eccles* Ernesto Zedillo*
Ivor J. Evans*
* By /s/ Thomas E. Whitaker
------------------------------------
Thomas E. Whitaker, Attorney-in-fact
-19-
20
INDEPENDENT AUDITORS' REPORT
Union Pacific Corporation, its Directors and Shareholders:
We have audited the consolidated financial statements of Union Pacific
Corporation and Subsidiary Companies (the Corporation) as of December 31, 2000
and 1999, and for each of the three years in the period ended December 31, 2000,
and have issued our report thereon dated January 18, 2001; such financial
statements and report are included in your 2000 Annual Report to Shareholders
and are incorporated herein by reference. Our audits also included the financial
statement schedule of the Corporation, listed in Item 14. This financial
statement schedule is the responsibility of the Corporation's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
January 18, 2001
-20-
21
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Year Ended December 31,
----------------------------------
2000 1999 1998
-------- -------- --------
(in millions)
Accrued Casualty Costs:
Balance, beginning of period ....................................... $ 1,319 $ 1,395 $ 1,418
Charged to expense ................................................. 360 378 475
Deductions ......................................................... 436 454 498
-------- -------- --------
Balance, End of Period ......................................... $ 1,243 $ 1,319 $ 1,395
-------- -------- --------
Accrued casualty costs are presented in the consolidated statements
of financial position as follows:
Current ........................................................ $ 409 $ 385 $ 400
Long-term ...................................................... 834 934 995
-------- -------- --------
Balance, End of Period .................................... $ 1,243 $ 1,319 $ 1,395
-------- -------- --------
22
UNION PACIFIC CORPORATION
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
FILED WITH THIS STATEMENT
10(f) The Executive Incentive Plan of UPC, as amended as of November
16, 2000.
10(g) The Executive Stock Purchase Incentive Plan of UPC, as amended
as of November 16, 2000.
10(l) The 1988 Stock Option and Restricted Stock Plan of UPC, as
amended as of November 16, 2000.
10(m) The 1993 Stock Option and Retention Stock Plan of UPC, as
amended as of January 25, 2001.
10(o) UPC Key Employee Continuity Plan dated November 16, 2000
10(u) Form of 2001 Long Term Plan Stock Unit and Cash Award
Agreement dated January 25, 2001.
12 Ratio of Earnings to Fixed Charges.
13 Pages 6 through 54, inclusive, of UPC's Annual Report to
Shareholders for the year ended December 31, 2000, but
excluding photographs set forth on pages 6 through 17, 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 the Corporation's significant subsidiaries and their
respective states of incorporation.
23 Independent Auditors' Consent.
24 Powers of attorney executed by the directors of UPC.
INCORPORATED BY REFERENCE
3(a) Revised Articles of Incorporation of UPC, as amended through
April 25, 1996, are incorporated herein by reference to
Exhibit 3 to the Corporation's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996.
3(b) By-Laws of UPC, as amended effective as of November 19, 1998,
are incorporated herein by reference to Exhibit 3.1 to the
Corporation's Current Report on Form 8-K filed November 25,
1998.
10(a) Amended and Restated Anschutz Shareholders Agreement, dated as
of July 12, 1996, among UPC, UPRR, The Anschutz Corporation
(TAC), Anschutz Foundation (the Foundation) and Mr. Philip F.
Anschutz, is incorporated herein by reference to Annex D to
the Joint Proxy
23
Statement/Prospectus included in Post-Effective Amendment No.
2 to UPC's Registration Statement on Form S-4 (No. 33-64707).
10(b) Amended and Restated Registration Rights Agreement, dated as
of July 12, 1996, among UPC, TAC and the Foundation is
incorporated herein by reference to Annex H to the Joint Proxy
Statement/Prospectus included in Post-Effective Amendment No.
2 to UPC's Registration Statement on Form S-4 (No. 33-64707).
10(c) Amended and Restated Registration Rights Agreement, dated as
of July 12, 1996, among UPC, UP Holding Company, Inc., Union
Pacific Merger Co. and Southern Pacific Rail Corporation (SP)
is incorporated herein by reference to Annex J to the Joint
Proxy Statement/Prospectus included in Post-Effective
Amendment No. 2 to UPC's Registration Statement on Form S-4
(No. 33-64707).
10(d) Agreement, dated September 25, 1995, among UPC, UPRR, Missouri
Pacific Railroad Company (MPRR), SP, 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 UPC's
Registration Statement on Form S-4 (No. 33-64707).
10(e) Supplemental Agreement, dated November 18, 1995, between UPC,
UPRR, MPRR, SP, 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 UPC's Registration Statement
on Form S-4 (No. 33-64707).
10(h) Written Description of Premium Exchange Program Pursuant to
1993 Stock Option and Retention Stock Plan of UPC is
incorporated herein by reference to Exhibit 10(b) to the
Corporation's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999.
10(i) The Supplemental Pension Plan for Officers and Managers of UPC
and Affiliates, as amended and restated, is incorporated
herein by reference to Exhibit 10(d) to the Corporation's
Annual Report on Form 10-K for the year ended December 31,
1993.
10(j) Letter Agreement, dated September 8, 1998, between UPC and Mr.
Ivor J. Evans, is incorporated herein by reference to Exhibit
10.1 to the Corporation's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998.
10(k) Letter Agreement, dated November 18, 1999, amending Letter
Agreement dated September 8, 1999 between UPC and Mr. Ivor J.
Evans, is incorporated herein by reference to Exhibit 10(k) to
the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1999.
10(n) UPC 2000 Directors Stock Plan is incorporated herein by
reference to Exhibit 99 to UPC's Current Report on Form 8-K
filed March 9, 2000.
10(p) The Pension Plan for Non-Employee Directors of UPC, as amended
January 25, 1996, is incorporated herein by reference to
Exhibit 10(w) to the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1995.
24
10(q) The Executive Life Insurance Plan of UPC, as amended October
1997, is incorporated herein by reference to Exhibit 10(t) to
the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1997.
10(r) The UPC Stock Unit Grant and Deferred Compensation Plan for
the Board of Directors, as amended May 27, 1999, is
incorporated herein by reference to Exhibit 10(a) to the
Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999.
10(s) Charitable Contribution Plan for Non-Employee Directors of
Union Pacific Corporation is incorporated herein by reference
to Exhibit 10(z) to the Corporation's Annual Report on Form
10-K for the year ended December 31, 1995.
10(t) Written Description of Other Executive Compensation
Arrangements of Union Pacific Corporation is incorporated
herein by reference to Exhibit 10(q) to the Corporation's
Annual Report on Form 10-K for the year ended December 31,
1998.
99(a)
Financial Statements for the Fiscal Year ended December 31,
2000 required by Form 11-K for the UPC Thrift Plan - to be
filed by amendment.
99(b) Financial Statements for the Fiscal Year ended December 31,
2000 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,
2000 required by Form 11-K for the Union Pacific Agreement
Employee 401(k) Retirement Thrift Plan - to be filed by
amendment.
99(d) Financial Statements for the Fiscal Year ended December 31,
2000 required by Form 11-K for the Chicago and North Western
Railway Company Profit Sharing and Retirement Savings Program
- to be filed by amendment.
99(e) Financial Statements for the Fiscal Year ended December 31,
2000 required by Form 11-K for the Southern Pacific Rail
Corporation Thrift Plan - to be filed by amendment.