COVER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[X] SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[ ] SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _________ to _________
Commission file number 1-6075
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Utah 13-2626465
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Martin Tower, Eighth and Eaton Avenues 18018
Bethlehem, Pennsylvania (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (610) 861-3200
___________________________________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ---------------------------------------- -----------------------------
Common Stock (Par Value $2.50 per share) New York Stock Exchange, Inc.
4 3/4% Convertible Debentures Due 1999 New York Stock Exchange, Inc.
___________________________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X].
___________________________________
As of March 3, 1994, the aggregate market value of the registrant's Common
Stock held by non-affiliates (using the New York Stock Exchange closing price)
was approximately $12,213,500,846.
The number of shares outstanding of the registrant's Common Stock as of
March 3, 1994 was 205,086,336.
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, 1993 (Parts I and II); and (2) registrant's definitive Proxy
Statement for the annual meeting of stockholders to be held on May 11, 1994
(Part III).
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PART I
Item 1. Business
and
Item 2. Properties
Union Pacific Corporation, incorporated in Utah in 1969, operates, through
subsidiaries, in the areas of rail transportation (Union Pacific Railroad
Company and Missouri Pacific Railroad Company), oil, gas and mining (Union
Pacific Resources Company), trucking (Overnite Transportation Company) and waste
management (USPCI, Inc.). Each of these subsidiaries is indirectly wholly-owned
by Union Pacific Corporation.
Except as the context otherwise requires, the terms "Union Pacific" or the
"Corporation" mean Union Pacific Corporation and its subsidiaries, and the terms
"Union Pacific Railroad" or the "Railroad" mean Union Pacific Railroad Company
("UPRR") and Missouri Pacific Railroad Company ("MPRR") and their respective
subsidiaries.
A brief description of Union Pacific's principal businesses follows.
Additional information about these businesses and other financial information
for Union Pacific is presented on pages 14 through 22 and 41 through 44 of the
1993 Annual Report to Stockholders ("Annual Report") and such information
(excluding photographs set forth on pages 14 through 22, which do not supplement
the text and are not otherwise required to be disclosed herein) is incorporated
herein by reference. Information on business segments on page 30 and a map of
Union Pacific's operations on the inside back cover of the Annual Report are
also incorporated herein by reference.
Recent Developments
- -------------------
In May 1993, the Corporation completed the acquisition of Skyway Freight
Systems, Inc. ("Skyway"). Skyway is a transportation logistics company
primarily engaged in arranging time-definite transportation by motor, rail or
air carriers, and in providing transportation information services.
In early 1994, in response to depressed market conditions caused by
regulatory uncertainty in the waste management industry, the ongoing delay of
remediation activities, and the recent restructurings by several major industry
participants, the Corporation began a re-evaluation of USPCI, Inc. ("USPCI"),
including its business environment and prospects.
The Corporation has sold its investment in the Wilmington, California, oil
field and related facilities to the Port of Long Beach, California, for $405
million. The sale resulted in an after-tax gain of over $100 million, and
reduced proved reserves by approximately 13 million barrels of oil equivalent
("MMBOE"). The transaction will not significantly affect the Corporation's
future operating results.
Union Pacific Resources Company ("Resources") has entered into an agreement
to acquire Amax Oil & Gas Inc. ("Amax"), a subsidiary of Cyprus Amax Minerals
Company, for a net purchase price $725 million. Resources will purchase all of
the outstanding shares of Amax for $819 million in cash. Immediately upon
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closing, certain of Amax's assets will be sold to Universal Resources
Corporation for $94.5 million. The operations to be retained primarily consist
of natural gas producing, transportation and processing properties in Texas,
Louisiana and Arkansas. These properties include interests in 14 major fields,
encompassing 600,000 acres and approximately 2,000 producing wells. Resources
will add approximately 550 billion cubic feet of gas equivalent (92 MMBOE) of
proved reserves as a result of the acquisition.
Rail Transportation
- -------------------
Union Pacific Railroad is the third largest railroad in the United States,
with nearly 18,000 route miles linking Pacific Coast and Gulf Coast ports with
the Midwest. The Railroad 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 1993, energy was the largest commodity in terms
of percentage of revenue ton-miles (34.3%), while chemicals traffic produced the
highest percentage of freight revenue (20.9%). Percentages of revenue ton-miles
and freight revenue for other commodities are presented on page 41 of the Annual
Report.
A separate Annual Report on Form 10-K for the year ended December 31, 1993,
is filed by MPRR. Reference is made to such report for additional information
concerning that company.
Oil, Gas and Mining
- -------------------
Resources an independent oil and gas company engaged in the exploration for
and production of natural gas, crude oil and associated products. Excluding the
Amax acquisition described above, substantially all of Resources' exploration
and production programs are in the Austin Chalk trend and the Carthage area
in eastern Texas and Louisiana; the Union Pacific Land Grant in Colorado,
Wyoming and Utah; the Gulf of Mexico; and Canada.
Resources is also responsible for Union Pacific's interests in trona and
coal development through the management of Union Pacific Minerals, Inc., an
affiliated corporation. Trona activities consist of royalties from mining on
Union Pacific Land Grant acreage and equity and partnership interests which
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 operated by the joint venture partner. Effective
January 1, 1993, Black Butte entered into a revised coal supply arrangement with
its largest customer. Under this agreement, in exchange for annual settlement
payments to be received for a nine-year period, the coal previously mined at
Black Butte will be obtained from unaffiliated mines in Wyoming's Powder River
Basin. Black Butte's earnings have not been adversely affected by the revised
agreement.
3
The estimated quantities of proved oil and gas reserves set forth under Oil
and Gas - Proved Reserves on pages 42 and 43 of the Annual Report have been
prepared by petroleum reservoir engineers who are employees of Resources. In
1993, Union Pacific filed certain reports with the Department of Energy's Energy
Information Administration containing oil and gas reserve information for the
year ended December 31, 1992. The information reported differed from that
contained in the Annual Report by less than 5 percent.
Trucking
- --------
Overnite Transportation Company ("Overnite"), a major interstate trucking
company, serves all 50 states and portions of Canada through 166 service
centers (located primarily in the eastern, southeastern and central United
States and on the West Coast) and through agency partnerships with several
small, high-quality carriers serving areas not directly covered by Overnite. As
one of the largest trucking companies in the United States, Overnite specializes
in less-than-truckload shipments and transports a variety of products, including
machinery, tobacco, textiles, plastics, electronics and paper products.
The Railroad also has a trucking subsidiary which principally serves rail
movements. This motor carrier subsidiary has authority from the Interstate
Commerce Commission ("ICC") to operate between all points in the continental
United States and also has nationwide authority to provide contract services for
Union Pacific's motor carrier broker, Union Pacific Freight Services Company.
USPCI provides trucking services for certain customers of its disposal,
treatment and recovery services.
Waste Management
- ----------------
USPCI provides comprehensive waste management services (analysis,
treatment, recovery, recycling, disposal, remediation and transportation) to
industry and government. USPCI operates the following commercial landfills that
accept industrial and hazardous waste: (a) Grassy Mountain facility, a RCRA
(hereinafter defined) regulated facility located in Utah, (b) Lone Mountain
facility, a RCRA regulated facility located in Oklahoma, and (c) Grayback
Mountain facility, a TSCA (hereinafter defined) regulated facility permitted for
polychlorinated biphenyls ("PCB") disposal located adjacent to the Grassy
Mountain facility. In addition, USPCI operates industrial waste facilities in
Sawyer, North Dakota and Rosemount, Minnesota, and has a 60 percent ownership
interest in ECDC Environmental, L.C. ("ECDC"), which operates an industrial and
municipal waste disposal site in Carbon County, Utah. USPCI holds an option,
effective June 1, 1994, to acquire the remaining interest in ECDC.
USPCI's hazardous waste incinerator in Clive, Utah, is scheduled for start-
up in late 1994. The 130,000-ton-per-year facility will handle both solid and
liquid waste, serving customers throughout the United States.
USPCI operates facilities in California, Kansas, Oklahoma and Texas using
distillation systems to redistill, filter and separate hydrocarbons, process
used oil, clean solvents, and treat oils and coolants, and also performs other
services to recover petroleum products and solvents. In addition, USPCI
operates facilities in Georgia, Pennsylvania, Kansas, Utah and Canada that
analyze, reclaim, recover and treat PCBs. This treatment involves the chemical
destruction of PCBs in PCB-contaminated liquids and PCB-contaminated oil in
transformers.
4
USPCI operates a subsidiary in Georgia that processes combustion by-
products for sale, including coal ash, and also operates a stand-alone
laboratory in Oklahoma that provides a wide range of services, including
hazardous waste evaluation and water monitoring.
USPCI also provides a full range of on-site waste management and
remediation services, including the control and cleanup of spills and
contamination at improper disposal sites.
Competition
- -----------
In its rail transportation business, Union Pacific is subject to
competition from other railroads, motor carriers and barge operators. 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. Because of the proximity of MPRR's routes to major inland
and Gulf Coast waterways and of a UPRR route to the Columbia River, seasonal
barge competition can be particularly pronounced in certain markets.
Resources competes for oil and gas reserves and technology advances 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.
Overnite provides the majority of Union Pacific's trucking operations,
specializing in the less-than-truckload business. Other motor carriers, both
regional and national, provide intense competition based on service and price.
USPCI competes with numerous hazardous, municipal and industrial waste
commercial landfills currently operating in the United States. There are several
operating landfill sites in the southern and western United States with which
USPCI competes directly. USPCI also competes with companies that dispose of PCBs
through incineration and landfills, as well as other companies that provide
chemical destruction services or other waste management services. USPCI's
competitors include major national and regional environmental service firms.
USPCI's Clive incinerator will compete with hazardous waste incinerators
operating throughout the United States, as well as cement kilns and waste
generators' on-site incineration facilities.
Skyway competes with integrated logistics providers and freight expediters,
many with larger operations. Competition focuses on service and on-time
performance.
Employees
- ---------
During 1993, Union Pacific had an average of 47,000 employees, of whom
approximately 52 percent belonged to various labor organizations.
As is true with employees of all the principal railroads in the country,
most of the 29,000 employees of Union Pacific Railroad are organized along craft
lines and represented by national labor unions. The Railroad continues to adapt
agreements from the previous round of national negotiations to meet local
requirements throughout its system. The Railroad has negotiated the ability to
5
operate all through-freight trains with two-person crews, and is currently
modifying operations to take full advantage of this ability.
On December 31, 1994, all outstanding labor contracts will reopen for
negotiation. Discussions concerning the Railroad's notices for contract
revisions will begin in October. The negotiations will likely continue through
1995 and management is optimistic that they will be completed in an expeditious
manner.
Governmental Regulation
- -----------------------
Union Pacific's operations are subject to a variety of Federal, state and
local regulations. A description of the more significant regulations follows.
Union Pacific Railroad's operations are subject to the regulatory
jurisdiction of the ICC, other Federal agencies and various state agencies. The
ICC has jurisdiction over rates charged on certain regulated traffic, freight
car compensation, issuance or guarantee of railroad and certain railroad holding
company securities, 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.
The state agencies regulate intrastate freight rates to the extent that they
have adopted Federal standards and procedures and continue to follow such
procedures. However, several states in which railroad operations are conducted
have ceded intrastate rail rate regulation to the ICC. Various state and local
agencies also 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 is in
jurisdictions in which production is regulated under applicable conservation
laws. Exploration and production activities are also subject to regulations
respecting safety. 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. 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 the Mineral Lands Leasing Act of 1920 prohibits a company operating a
railroad from holding a Federal coal 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 both 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.
6
Environmental Regulation
- ------------------------
USPCI's business is highly regulated by the Environmental Protection Agency
("EPA"), the Department of Transportation and various state environmental and
transportation regulatory authorities. In addition, other subsidiaries of Union
Pacific as well as USPCI are subject to various environmental statutes and
regulations, including the Resource Conservation and Recovery Act ("RCRA"), the
Toxic Substances Control Act ("TSCA"), 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.
The EPA's 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. The States of Oklahoma and Utah, where USPCI
conducts its principal hazardous waste operations, have been so authorized, and
Oklahoma and Utah oversee virtually all aspects of USPCI's operations in those
states. Permits are required to construct and operate hazardous waste management
units. Final RCRA permits for the Lone Mountain and Grassy Mountain facilities
have been issued.
USPCI is subject to the EPA's regulations under TSCA, which established a
comprehensive program for the regulation of hazardous chemicals in the United
States and the distribution and use of PCBs in particular. The EPA's final
regulations on notification and manifesting of PCB activities essentially
establish a "cradle-to-grave" tracking and management system for PCBs similar to
that required under RCRA. PPM, Inc. of Georgia ("PPM"), a wholly-owned
subsidiary of USPCI, had a national permit to destroy PCBs in certain fluids
which was effective until August 1988. An indefinite extension of this permit
has been granted by EPA national headquarters until it acts on PPM's application
for a revised permit. USPCI's permit to dispose of PCB solids at Grayback
Mountain in Utah was issued in November 1985 for an indefinite period.
Subsequent permits have been issued, the latest in September 1992, for
additional disposal capacity at the Grayback Mountain facility.
The EPA has, and to the extent they administer the RCRA program, Oklahoma
and Utah have, the authority at any time to modify or withdraw the existing
requirements or to impose new requirements for permits.
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
7
persons responsible for the situation to do so. The act creates an $8.5 billion
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. USPCI and other
Union Pacific subsidiaries are subject to potential liability under CERCLA as
owners and operators of hazardous waste treatment and disposal facilities, 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 which
have passed such legislation are currently active in designating more facilities
as requiring cleanup and further assessment. CERCLA is subject to
reauthorization in 1994 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 certain facilities to obtain operating permits. EPA
regulations require all states to develop Federally approvable permit programs.
State permit programs were required to be submitted for approval by November
1993. The EPA must act to approve or disapprove these programs by November 1994,
and 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, may be required to obtain such permits.
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
stormwater regulations under the Federal Water Pollution Control Act.
Item 3. Legal Proceedings
MKT Registered Certificates
- ---------------------------
On June 7, 1991, Timothy O. Stuy, purporting to represent a class of all
certificateholders, filed an action in the United States District Court for the
District of Delaware (Civil Action No. 91-322) against MPRR with respect to the
Certificates Representing a Charge on Income, dated January 1, 1958 (the
"Certificates"), which had been issued by The Missouri-Kansas-Texas Railroad
Company ("MKT"). MPRR acquired MKT in 1988 and assumed MKT's obligations with
respect to the Certificates at that time. The lawsuit asserted, among other
things, that certain contingent sinking fund payments were not made as a result
of allegedly improper modifications to the terms of the Certificates and other
actions by the defendant, and sought an unspecified amount of damages and
injunctive relief. The Certificate modifications were approved by the ICC in
connection with the MKT acquisition. The lawsuit was stayed pending resolution
of a lawsuit previously filed in the Delaware District Court that raised similar
issues with respect to the MKT's 5 1/2% Subordinated Income Debentures due
January 1, 2033 (the "Debentures"). In response to motions filed by MPRR and
other defendants, the Debenture lawsuit was dismissed by the District Court for
lack of subject matter jurisdiction. On November 17, 1993, MPRR filed a motion
to
8
dismiss the Certificate lawsuit on similar grounds. On February 16, 1994, a
Stipulation and Order of Dismissal was entered by the District Court dismissing
the Certificate lawsuit with prejudice to the named plaintiff.
Environmental
- -------------
In 1983, UPRR and the EPA entered into two consent orders under CERCLA and
RCRA, respectively, relating to groundwater pollution resulting from the
wastewater treatment system at UPRR's tie treating facility in Laramie, Wyoming
which was closed in 1983. UPRR and the State of Wyoming entered into an
agreement suspending litigation brought by the State alleging violation of state
environmental laws with respect to the site. Pursuant to the consent orders and
the agreement, UPRR financed a remedial investigation and feasibility study for
the site and constructed a containment isolation system. In January 1988, the
EPA and UPRR entered into a new RCRA consent order regarding the oil recovery
and on-site treatment testing program which UPRR was conducting at the site.
More recently, UPRR completed a Corrective Measures Study which recommends a
final remedy for the site. UPRR expects the EPA to approve this study provided
that its remedial effect is subject to re-evaluation after 5 years. UPRR has
paid $253,317 for oversight costs incurred by the EPA prior to September 30,
1986 and $237,996 for costs incurred between September 30, 1986 and November
30, 1991. EPA oversight costs incurred after that date are being paid on an
annual basis. The EPA is authorized under CERCLA to receive reimbursement for
such costs.
The Southern California Air Quality Management District ("AQMD") has served
several Notices of Violation on UPRR for excessive emissions of smoke from
locomotives operating in the Cajon Pass area north of San Bernardino,
California. UPRR's mechanical and environmental personnel have been meeting with
the locomotive manufacturer and reviewing UPRR operating practices to determine
how to reduce smoke emissions in this area. New procedures designed to reduce
locomotive smoke are being implemented and an $80,000 fine will be paid to
settle all outstanding UPRR violations.
In October 1992, UPRR and MPRR received Complaints and Notices of
Opportunity for Hearing from Region VIII of the EPA alleging various violations
of TSCA at USPCI's Clive, Utah and Timpe, Utah transfer facilities, including
the failure to properly mark railcars containing PCBs, failure to properly
dispose of PCB waste, failure to properly contain or store PCB waste, and
failure to properly manifest PCB waste. The Complaints include proposed
penalties totalling $95,000 and $295,000, for UPRR and MPRR, respectively. UPRR
and MPRR have met with the EPA and expect to settle these alleged violations for
substantially less than the initial penalty demands.
In December 1992, the Texas Natural Resources Conservation Commission
("TNRCC") served MPRR with a Notice of Violation for alleged discharges and
fuel spills at MPRR's San Antonio, Texas railyard. The TNRCC proposed penalties
totalling $500,000. MPRR and the TNRCC have tentatively settled this matter for
a penalty payment of $300,000 plus the implementation of certain environmental
projects in Texas costing $275,000.
Two complaints and a compliance report issued in 1991 and 1992 by the
California Department of Toxic Substance Control ("CDTSC") alleged various
violations of waste oil management regulations at UPRR's East Los Angeles,
California railyard. In November 1993, the CDTSC issued an enforcement order
proposing a $198,000 penalty for these alleged violations. UPRR has met with
the CDTSC and expects to settle this matter for substantially less than the
initial demand.
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UPRR has received a notice from the San Bernardino, California, County
District Attorney indicating an intent to file a civil penalty action against
UPRR for a penalty of up to $225,000 for certain alleged violations of the
California Fish and Game Code. This matter involves UPRR's alleged failure to
obtain a necessary permit from the California Department of Fish and Game prior
to performing certain maintenance work in stream beds and banks in order to
restore desert tortoise habitat in Nipton, California. Settlement discussions
have been initiated.
In March 1991, the EPA filed a Complaint against USPCI's subsidiary,
Hydrocarbon Recyclers, Inc. ("HRI"), alleging that HRI's Tulsa, Oklahoma
recycling facility failed to provide the required notice prior to receiving
certain hazardous wastes generated in Mexico. The EPA proposed a penalty of
$177,750. HRI filed an Answer to the Complaint and initiated settlement
discussions. The EPA and HRI have agreed to settle this matter for $35,000.
USPCI received a Notice of Violation and Order for Compliance dated October
26, 1993 from the State of Utah. The Notice alleges that USPCI's Grassy
Mountain facility improperly disposed of hazardous debris without the proper
documentation and that hazardous waste was improperly disposed of in an
industrial waste cell. USPCI has received a draft Consent Agreement from the
State of Utah, which contains a proposed penalty of $276,000 and would impose an
additional $280,000 penalty if the alleged violations recur within a six month
period.
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. There are approximately 57 sites for which such
notices have been received 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 Union Pacific's exposure has been
reached although regulatory proceedings at the sites involved have not been
formally terminated.
The Corporation has accrued a liability of $181 million for future
remediation costs for sites where its obligation is probable and where such
costs can be reasonably estimated (See Note 12 to the Financial Statements).
While the ultimate cost of resolution of the foregoing issues cannot be fully
determined, the Corporation does not believe that the resolution of such issues
will materially affect the Corporation's financial condition or results of
operations.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
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Executive Officers of the Registrant
- ------------------------------------
Business
Experience
During Past
Name Position Age Five Years
---- -------- --- -----------
Drew Lewis.............. Chairman, President and Chief 62 (1)
Executive Officer
L. White Matthews, III.. Executive Vice President - 48 (2)
Finance
Ursula F. Fairbairn..... Senior Vice President - 51 (3)
Human Resources
Carl W. von Bernuth..... Senior Vice President 50 (4)
and General Counsel
Charles E. Billingsley.. Vice President and Controller 60 (5)
John E. Dowling......... Vice President - Corporate 46 (6)
Development
John B. Gremillion, Jr.. Vice President - Taxes 47 (7)
Mary E. McAuliffe....... Vice President - External 48 (8)
Relations
Gary F. Schuster........ Vice President - Corporate 52 Current
Relations Position
Gary M. Stuart.......... Vice President and Treasurer 53 (9)
Judy L. Swantak......... Vice President and Corporate 38 (10)
Secretary
___________________________________
(1) Mr. Lewis has served in his present position for the past five
years. In addition, Mr. Lewis also served as Chairman of the
Railroad during August and September 1991.
(2) Mr. Matthews was elected to his present position effective April
1992. Prior thereto, he served as Senior Vice President -
Finance of Union Pacific.
(3) Mrs. Fairbairn was elected to her present position effective
April 1990. From October 1989 through March 1990, she served as
IBM Director of Education and Management Development for
International Business Machines Corporation ("IBM") and prior
thereto as IBM Director of Education.
(4) 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.
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(5) Mr. Billingsley was elected to his present position effective
January 1990. Prior thereto, he served as Controller of Union
Pacific.
(6) Mr. Dowling was elected to his present position effective
January 1990. Prior thereto, he served as Vice President -
Financial Administration of Union Pacific.
(7) Mr. Gremillion was elected to his present position effective
February 1992. From June 1989 until January 1992, he served as
Director of Taxes of Union Pacific. Prior thereto, he served as
Director of Taxes and Regulatory Analysis of Resources.
(8) 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.
(9) Mr. Stuart was elected to his present position effective January
1990. Prior thereto he served as Treasurer of Union Pacific.
(10) Mrs. Swantak was elected to her present position effective
September 1991. From March 1990 through September 1991 she
served as Corporate Secretary of Union Pacific. Prior thereto,
she served as Assistant Secretary of Union Pacific.
12
Principal Executive Officers of Subsidiaries
- --------------------------------------------
Business
Experience
During Past
Name Position Age Five Years
---- -------- --- -----------
Richard K. Davidson... Chairman and Chief Executive 52 (1)
Officer of the Railroad
Jack L. Messman....... President and Chief Executive 54 (2)
Officer of Resources; Chairman
of USPCI
Thomas W. Boswell..... President and Chief Executive 49 (3)
Officer of Overnite
Robert S. Jackson..... President and Chief Executive 48 (4)
Officer of USPCI
___________________________________
(1) Mr. Davidson was elected Chairman of the Railroad in September 1991, and
was elected President and Chief Executive Officer of the Railroad in
August 1991. From July 1989 through August 1991 he served as Executive
Vice President - Operations of the Railroad. Prior thereto, he served as
Vice President - Operations of the Railroad.
(2) Mr. Messman was elected President and Chief Executive Officer of
Resources effective May 1991 and has served as Chairman of USPCI for the
past five years. Prior to May 1991, he served as Chief Executive Officer
of USPCI.
(3) Mr. Boswell was elected to his present position effective March 1991.
From March 1990 through March 1991 he served as Vice Chairman and Chief
Executive Officer of Overnite, and from July 1989 through March 1990 he
served as Vice Chairman of Overnite. Prior thereto, he served as Senior
Executive Vice President of Overnite.
(4) Mr. Jackson was elected to his present position effective May 1991. Prior
thereto, he served as Executive Vice President and Chief Financial
Officer of Resources.
13
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 and 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, 1994, is set forth
under Selected Quarterly Data and Stockholders and Dividends, appearing on page
41 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 page 38 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 five years
are set forth under Ten-Year Financial Summary, appearing on page 45 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 Operation
Information as to Union Pacific's results of operations, financial
condition and capital investments is set forth in the Financial Review,
appearing on pages 23 through 28 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 29 through 40 of the Annual
Report. Selected quarterly financial data are set forth under Selected
Quarterly Data, appearing on page 41 of the Annual Report. Information with
respect to oil and gas producing activities is set forth under Supplementary
Information, appearing on pages 42 through 44 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.
14
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 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, Report on
Executive Compensation, Summary Compensation Table, Option/SAR Grants Table,
Option/SAR Exercises and Year-End Value Table, Long-Term Incentive Plan Awards
Table, Defined Benefit Plans 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 Union Pacific's equity securities
beneficially owned as of March 3, 1994 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.
15
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) and (2) Financial Statements and Schedules
See Index to Financial Statements on page F-1.
(3) Exhibits - Items 10(a) through 10(n) constitute the management
contracts and executive compensation plans and
arrangements required to be filed as exhibits to this
report.
(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 27,
1994, are incorporated herein by reference to Exhibit 3.3 to
Union Pacific's Registration Statement on Form S-3 (File No.
33-52645).
(4) Pursuant to various indentures and other agreements, Union
Pacific has issued long-term debt, but 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.
(10) (a) The Executive Incentive Plan of Union Pacific Corporation and
Subsidiaries, amended effective as of September 30, 1993, is
incorporated herein by reference to Exhibit 10 to Union
Pacific's Report on Form 10-Q for the quarter ended September
30, 1992 and Exhibit 10(a) to Union Pacific's Report on Form
10-Q for the quarter ended September 30, 1993.
(10) (b) 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) (c) 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) (d) The Supplemental Pension Plan for Officers and Managers of
Union Pacific Corporation and Affiliates, as amended and
restated.
16
(10) (e) The Supplemental Pension Plan for Exempt Salaried Employees of
Union Pacific Resources Company and Affiliates, as amended and
restated.
(10) (f) 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) (g) 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) (h) 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) (i) The 1993 Stock Option and Retention Stock Plan of Union Pacific
Corporation, as amended as of September 30, 1993, is
incorporated herein by reference to Exhibit 10(b) to Union
Pacific's Current Report on Form 8-K filed March 16, 1993 and
Exhibit 10(c) to Union Pacific's Report on Form 10-Q filed for
the quarter ended September 30, 1993.
(10) (j) Pension Plan for Non-Employee Directors of Union Pacific
Corporation is incorporated herein by reference to Exhibit
10(k) to Union Pacific's Report on Form 10-K for the year ended
December 31, 1992.
(10) (k) Written Description of Deferred Compensation Plan for Non-
Employee Directors of Union Pacific Corporation is incorporated
herein by reference to Exhibit 10(l) to Union Pacific's Report
on Form 10-K for the year ended December 31, 1992.
(10) (l) Written Description of Charitable Contribution Plan for Non-
Employee Directors of Union Pacific Corporation is incorporated
herein by reference to Exhibit 10(m) to Union Pacific's Report
on Form 10-K for the year ended December 31, 1992.
(10) (m) Written Description of Executive Life Insurance Plan of Union
Pacific Corporation is incorporated herein by reference to
Exhibit 10(n) to Union Pacific's Report on Form 10-K for the
year ended December 31, 1992.
(10) (n) 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.
(11) Statement re computation of earnings per share.
17
(12) Statement re computation of ratio of earnings to fixed charges.
(13) Pages 14 through 45, inclusive, and the system map contained on
the inside back cover of Union Pacific's Annual Report to
Stockholders for the year ended December 31, 1993, but
excluding photographs set forth on pages 14 through 22, which
do not supplement the text and are not otherwise required to be
disclosed in this 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.
(99) (a) Form 11-K Annual Report of the Union Pacific Corporation
Thrift Plan for the Fiscal Year Ended December 31, 1993 - To
be filed by amendment.
(99) (b) Form 11-K Annual Report of the USPCI, Inc. Savings Plan for the
Fiscal Year Ended December 31, 1993 - To be filed by amendment.
(99) (c) Form 11-K Annual Report of the Union Pacific Fruit Express
Company Agreement Employee 401(k) Retirement Thrift Plan for
the Fiscal Year Ended December 31, 1993 - To be filed by
amendment.
(99) (d) Form 11-K Annual Report of the Skyway Retirement Savings Plan
for the Fiscal Year Ended December 31, 1993 - To be filed by
amendment.
(99) (e) Form 11-K Annual Report of the Union Pacific Agreement Employee
401(k) Retirement Thrift Plan for the Fiscal Year Ended
December 31, 1993 - To be filed by amendment.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended December 31,
1993.
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 29th day of
March, 1994.
UNION PACIFIC CORPORATION
By /s/ Drew Lewis
---------------------------------
(Drew Lewis, 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 29th day of March, 1994, 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, President
and Chief Executive Officer)
PRINCIPAL FINANCIAL OFFICER:
/s/ L. White Matthews, III
---------------------------------
(L. White Matthews, III,
Executive Vice President -
Finance)
PRINCIPAL ACCOUNTING OFFICER:
/s/ Charles E. Billingsley
---------------------------------
(Charles E. Billingsley,
Vice President and Controller)
19
SIGNATURES - (Continued)
DIRECTORS:
Robert P. Bauman* Richard J. Mahoney*
Richard B. Cheney* Claudine B. Malone*
E. Virgil Conway* John R. Meyer*
Spencer F. Eccles* Thomas A. Reynolds, Jr.*
Elbridge T. Gerry, Jr.* James D. Robinson, III*
William H. Gray, III* Robert W. Roth*
Judith R. Hope* Richard D. Simmons*
Lawrence M. Jones*
* By /s/ Judy L. Swantak
-----------------------------------
(Judy L. Swantak, Attorney-in-fact)
F-1
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
INDEX TO FINANCIAL STATEMENTS
Page
----
Independent Auditors' Report........................................ F-2
Financial Statements:
The financial statements, accounting policy disclosures, notes
to financial statements and independent auditors' report
appearing on pages 29 through 40, inclusive, of Union
Pacific's 1993 Annual Report to Stockholders are incorporated
herein by reference.
Schedule V - Property, Plant and Equipment for the Years Ended
December 31, 1993, 1992 and 1991............................... F-3
Schedule VI - Accumulated Depreciation, Depletion and Amortization
of Properties for the Years Ended December 31, 1993, 1992 and
1991........................................................... F-5
Schedule X - Supplementary Income Statement Information for the
Years Ended December 31, 1993, 1992 and 1991................... F-7
Schedules other than those listed above are omitted because of the
absence of the conditions under which they are required or because the
required information is set forth in the financial statements referred
to above.
F-2
INDEPENDENT AUDITORS' REPORT
Union Pacific Corporation, its Directors and Stockholders:
We have audited the statements of consolidated financial position of Union
Pacific Corporation and subsidiary companies as of December 31, 1993 and 1992,
and the related statements of consolidated income, changes in common
stockholders' equity, and consolidated cash flows for each of the three years in
the period ended December 31, 1993, and have issued our report thereon dated
January 20, 1994; such financial statements and report are included in your 1993
Annual Report to Stockholders and are incorporated herein by reference. Our
audits also included the financial statement schedules of Union Pacific
Corporation and subsidiary companies, listed in the accompanying index to Item
14. The financial statement schedules are the responsibility of the
Corporation's management. Our responsibility is to express an opinion based on
our audits. In our opinion, such financial statement schedules, when considered
in relation to the basic consolidated financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
/s/ DELOITTE & TOUCHE
DELOITTE & TOUCHE
New York, New York
January 20, 1994
F-3
SCHEDULE V
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
PROPERTY, PLANT AND EQUIPMENT
For the Years Ended December 31, 1993, 1992 and 1991
(Millions of Dollars)
Balance at Balance
Beginning Additions Retirements Other at End
Classification of Year at Cost or Sales Changes of Year
- ----------------------- ---------- --------- ----------- ------- -------
Year ended December 31, 1993:
Railroad:
Road and other...... $ 7,282 $ 591 $ (100) $ 162 $ 7,935
Equipment........... 4,328 214 (44) 77 4,575
------- ------- ------- ------- -------
11,610 805 (144) 239(b) 12,510
------- ------- ------- ------- -------
Natural resources:
Exploration and
production(a)..... 3,668 504 (147) -- 4,025
Other............... 117 3 (1) -- 119
------- ------- ------- ------- -------
3,785 507 (148) -- 4,144
------- ------- ------- ------- -------
Trucking.............. 555 80 (14) -- 621
------- ------- ------- ------- -------
Waste management...... 350 114 (2) 2 464
------- ------- ------- ------- -------
Other................. 85 14 (4) 26(c) 121
------- ------- ------- ------- -------
Total $16,385 $ 1,520 $ (312) $ 267 $17,860
======= ======= ======= ======= =======
- ------------------------
Year ended December 31, 1992:
Railroad:
Road and other...... $ 6,895 $ 504 $ (159) $ 42 $ 7,282
Equipment........... 4,087 263 (33) 11 4,328
------- ------- ------- ------- -------
10,982 767 (192) 53 11,610
------- ------- ------- ------- -------
Natural resources:
Exploration and
production(a)..... 3,420 547 (299) -- 3,668
Other............... 116 5 (4) -- 117
------- ------- ------- ------- -------
3,536 552 (303) -- 3,785
------- ------- ------- ------- -------
Trucking.............. 490 72 (7) -- 555
------- ------- ------- ------- -------
Waste management...... 248 109 (7) -- 350
------- ------- ------- ------- -------
Other................. 77 25 (3) (14) 85
------- ------- ------- ------- -------
Total $15,333 $ 1,525 $ (512) $ 39 $16,385
======= ======= ======= ======= =======
F-4
SCHEDULE V
(Continued)
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
PROPERTY, PLANT AND EQUIPMENT
For the Years Ended December 31, 1993, 1992 and 1991
(Millions of Dollars)
Balance at Balance
Beginning Additions Retirements Other at End
Classification of Year at Cost or Sales Changes of Year
- ------------------- ---------- --------- ----------- ------- -------
Year ended December 31, 1991:
Railroad:
Road and other...... $ 6,511 $ 440 $ (82) $ 26 $ 6,895
Equipment........... 3,861 181 14 31 4,087
------- ------- ------- ------- -------
10,372 621 (68) 57 10,982
------- ------- ------- ------- -------
Natural resources:
Exploration and
production(a)..... 3,126 417 (123) -- 3,420
Other............... 106 10 -- -- 116
------- ------- ------- ------- -------
3,232 427 (123) -- 3,536
------- ------- ------- ------- -------
Trucking.............. 457 40 (5) (2) 490
------- ------- ------- ------- -------
Waste management...... 154 97 (2) (1) 248
------- ------- ------- ------- -------
Other................. 141 6 (16) (54) 77
------- ------- ------- ------- -------
Total $14,356 $ 1,191 $ (214) $ -- $15,333
======= ======= ======= ======= =======
(a) Includes pipeline properties.
(b) Includes adjustments required in the adoption of Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes".
See Note 2 to the Financial Statements.
(c) Includes the acquisition of Skyway Freight Systems, Inc.
F-5
SCHEDULE VI
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTIES
For the Years Ended December 31, 1993, 1992 and 1991
(Millions of Dollars)
Additions
Balance at Charged Balance
Beginning to Retirements Other at End
Classification of Year Expense or Sales Changes of Year
- ------------------- ---------- --------- ----------- ------- -------
Year ended December 31, 1993:
Railroad:
Road and other...... $ 1,693 $ 236 $ (118) $ 179 $ 1,990
Equipment........... 1,730 206 (20) (147) 1,769
------- ------- ------- ------- -------
3,423 442 (138) 32 3,759
------- ------- ------- ------- -------
Natural resources:
Exploration and
production(a)..... 2,067 384 (150) -- 2,301
Other............... 57 6 (1) 1 63
------- ------- ------- ------- -------
2,124 390 (151) 1 2,364
------- ------- ------- ------- -------
Trucking.............. 138 34 (7) -- 165
------- ------- ------- ------- -------
Waste management...... 82 20 (1) -- 101
------- ------- ------- ------- -------
Other................. 18 6 (1) 7 30
------- ------- ------- ------- -------
Total $ 5,785 $ 892 $ (298) $ 40 $ 6,419
======= ======= ======= ======= =======
- ------------------------
Year ended December 31, 1992:
Railroad:
Road and other...... $ 1,564 $ 206 $ (125) $ 48 $ 1,693
Equipment........... 1,558 182 (13) 3 1,730
------- ------- ------- ------- -------
3,122 388 (138) 51 3,423
------- ------- ------- ------- -------
Natural resources:
Exploration and
production(a)..... 1,921 394 (248) -- 2,067
Other............... 50 7 (1) 1 57
------- ------- ------- ------- -------
1,971 401 (249) 1 2,124
------- ------- ------- ------- -------
Trucking.............. 112 31 (4) (1) 138
------- ------- ------- ------- -------
Waste management...... 60 22 (1) 1 82
------- ------- ------- ------- -------
Other................. 17 1 -- -- 18
------- ------- ------- ------- -------
Total $ 5,282 $ 843 $ (392) $ 52 $ 5,785
======= ======= ======= ======= =======
F-6
SCHEDULE VI
(Continued)
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTIES
For the Years Ended December 31, 1993, 1992 and 1991
(Millions of Dollars)
Additions
Balance at Charged Balance Balance
Beginning to Retirements Other at End
Classification of Year Expense or Sales Changes of Year
- ------------------- ---------- --------- ----------- ------- -------
Year ended December 31, 1991:
Railroad:
Road and other...... $ 1,340 $ 197 $ (77) $ 104 $ 1,564
Equipment........... 1,344 176 32 6 1,558
------- ------- ------- ------- -------
2,684 373 (45) 110 3,122
------- ------- ------- ------- -------
Natural resources:
Exploration and
production(a)..... 1,733 255 (107) 40 1,921
Other............... 43 7 -- -- 50
------- ------- ------- ------- -------
1,776 262 (107) 40 1,971
------- ------- ------- ------- -------
Trucking.............. 84 30 (5) 3 112
------- ------- ------- ------- -------
Waste management...... 40 20 -- -- 60
------- ------- ------- ------- -------
Other................. 21 6 (10) -- 17
------- ------- ------- ------- -------
Total $ 4,605 $ 691 $ (167) $ 153(b) $ 5,282
======= ======= ======= ======= =======
(a) Includes pipeline properties.
(b) Includes $136 million relating to the 1991 special charge. See Note 3 to
the Financial Statements.
F-7
SCHEDULE X
UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
For the Years Ended December 31, 1993, 1992 and 1991
(Millions of Dollars)
Item 1993 1992 1991
------ ------ ------
Maintenance and repairs.... $1,024 $1,047 $1,043
====== ====== ======
Selling, general and
administrative expenses.. $ 688 $ 671 $ 634
====== ====== ======
Taxes other than payroll
and income taxes:
Property/Ad valorem tax.. $ 105 $ 84 $ 93
Other taxes.............. 92 70 93
------ ------ ------
Total ................. $ 197 $ 154 $ 186
====== ====== ======
EXHIBIT INDEX
Exhibit Number
- --------------
(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 27,
1994, are incorporated herein by reference to Exhibit 3.3 to
Union Pacific's Registration Statement on Form S-3 (File No.
33-52645).
(4) Pursuant to various indentures and other agreements, Union
Pacific has issued long-term debt, but 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.
(10)(a) The Executive Incentive Plan of Union Pacific Corporation and
Subsidiaries, amended effective as of September 30, 1993, is
incorporated herein by reference to Exhibit 10 to Union
Pacific's Report on Form 10-Q for the quarter ended September
30, 1992 and Exhibit 10(a) to Union Pacific's Report on Form
10-Q for the quarter ended September 30, 1993.
(10)(b) 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)(c) 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)(d) The Supplemental Pension Plan for Officers and Managers of
Union Pacific Corporation and Affiliates, as amended and
restated.
(10)(e) The Supplemental Pension Plan for Exempt Salaried Employees
of Union Pacific Resources Company and Affiliates, as amended
and restated.
(10)(f) The Employment Agreement, dated as of January 30, 1986,
between Union Pacific and Andrew L. Lewis, Jr. is incorpo-
rated herein by reference to Exhibit 10(e) to Union Pacific's
Report on Form 10-K for the year ended December 31, 1985.
(10)(g) 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)(h) 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)(i) The 1993 Stock Option and Retention Stock Plan of Union
Pacific Corporation, as amended as of September 30, 1993, is
incorporated herein by reference to Exhibit 10(b) to Union
Pacific's Current Report on Form 8-K filed March 16, 1993 and
Exhibit 10(c) to Union Pacific's Report on Form 10-Q filed
for the quarter ended September 30, 1993.
(10)(j) Pension Plan for Non-Employee Directors of Union Pacific
Corporation is incorporated herein by reference to Exhibit
10(k) to Union Pacific's Report on Form 10-K for the year
ended December 31, 1992.
(10)(k) Written Description of Deferred Compensation Plan for Non-
Employee Directors of Union Pacific Corporation is
incorporated herein by reference to Exhibit 10(l) to Union
Pacific's Report on Form 10-K for the year ended December 31,
1992.
(10)(l) Written Description of Charitable Contribution Plan for Non-
Employee Directors of Union Pacific Corporation is
incorporated herein by reference to Exhibit 10(m) to Union
Pacific's Report on Form 10-K for the year ended December 31,
1992.
(10)(m) Written Description of Executive Life Insurance Plan of Union
Pacific Corporation is incorporated herein by reference to
Exhibit 10(n) to Union Pacific's Report on Form 10-K for the
year ended December 31, 1992.
(10)(n) 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.
(11) Statement re computation of earnings per share.
(12) Statement re computation of ratio of earnings to fixed
charges.
(13) Pages 14 through 45, inclusive, and the system map contained
on the inside back cover of Union Pacific's Annual Report to
Stockholders for the year ended December 31, 1993, but
excluding photographs set forth on pages 14 through 22, which
do not supplement the text and are not otherwise required to
be disclosed in this 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.
(99)(a) Form 11-K Annual Report of the Union Pacific
Corporation Thrift Plan for the Fiscal Year Ended December
31, 1993 - To be filed by amendment.
(99)(b) Form 11-K Annual Report of the USPCI, Inc. Savings Plan for
the Fiscal Year Ended December 31, 1993 - To be filed by
amendment.
(99)(c) Form 11-K Annual Report of the Union Pacific Fruit Express
Company Agreement Employee 401(k) Retirement Thrift Plan for
the Fiscal Year Ended December 31, 1993 - To be filed by
amendment.
(99)(d) Form 11-K Annual Report of the Skyway Retirement Savings Plan
for the Fiscal Year Ended December 31, 1993 - To be filed by
amendment.
(99)(e) Form 11-K Annual Report of the Union Pacific Agreement
Employee 401(k) Retirement Thrift Plan for the Fiscal Year
Ended December 31, 1993 - To be filed by amendment.