EXHIBIT 99(c)
FINANCIAL STATEMENTS OF THE
UNION PACIFIC FRUIT EXPRESS COMPANY
AGREEMENT EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
F-1
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(K) RETIREMENT THRIFT PLAN
Page
----
Independent Auditors' Report . . . . . . . . . . . . F-2
Financial Statements as of December 31, 1993
and for the period August 1, 1993 (Date of Inception)
through December 31, 1993:
Statement of Net Assets Available
for Benefits. . . . . . . . . . . . . . . . F-3
Statement of Changes in Net Assets
Available for Benefits. . . . . . . . . . . F-4
Notes to Financial Statements. . . . . . . . F-5 to F-7
Supplemental Schedules as of December 31, 1993
and for the period August 1, 1993 (Date of Inception)
through December 31, 1993:
Item 27a - Schedule of Assets Held for
Investment Purposes . . . . . . . . . . . . F-8
Item 27d - Schedule of Reportable
Transactions. . . . . . . . . . . . . . . . F-9
Schedules not filed herewith are omitted because of the absence of the
conditions under which they are required.
F-2
INDEPENDENT AUDITORS' REPORT
Union Pacific Fruit Express Company Agreement
Employee 401(k) Retirement Thrift Plan:
We have audited the accompanying statement of net assets available for
benefits of the Union Pacific Fruit Express Company Agreement Employee
401(k) Retirement Thrift Plan (the Plan) and the related statement of
changes in net assets available for benefits for the period August 1, 1993
(Date of Inception) through December 31, 1993. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December
31, 1993 and the changes in net assets available for benefits for the
period August 1, 1993 (Date of Inception) through December 31, 1993 in
conformity with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed
in the Table of Contents are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but
are supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The Fund Information in the statement of net
assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.
Omaha, Nebraska
May 9, 1994
F-3
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
-----------------Fund Information-----------------
Union Vanguard Index Vanguard
Pacific Trust-500 Investment
Total Company Wellington Portfolio Contract
Plan Stock Fund Fund Fund Trust Fund
---- ---------- ---------- -------------- ----------
ASSETS:
Investments at fair
value (Note 3): $14,107 $2,049 $5,236 $6,521 $301
Employees'
contribution
receivable 1,876 246 732 852 46
------- ------ ------ ------ ----
Total assets 15,983 2,295 5,968 7,373 347
------- ------ ------ ------ ----
Net assets available
for benefits $15,983 $2,295 $5,968 $7,373 $347
======= ====== ====== ====== ====
The accompanying notes are an integral part of these financial statements.
F-4
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE PERIOD AUGUST 1, 1993 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 1993
-----------------Fund Information------------------
Union Vanguard Index Vanguard
Pacific Trust-500 Investment
Total Company Wellington Portfolio Contract
Plan Stock Fund Fund Fund Trust Fund
---- ---------- ---------- ------------- ----------
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
INVESTMENT INCOME:
Net appreciation
(depreciation)
in fair value of
investments
(Note 3) $ (96) $ 1 $ (87) $ (10) $ -
Interest 2 - - - 2
Dividends 221 15 147 59 -
------- ------ ------ ------ ----
127 16 60 49 2
CONTRIBUTIONS:
Employee 15,856 2,279 5,908 7,324 345
------- ------ ------ ------ ----
Total Additions 15,983 2,295 5,968 7,373 347
------- ------ ------ ------ ----
NET ASSETS AVAILABLE
FOR BENEFITS:
Date of Inception - - - - -
------- ------ ------ ------ ----
End of Year $15,983 $2,295 $5,968 $7,373 $347
======= ====== ====== ====== ====
The accompanying notes are an integral part of these financial statements.
F-5
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD AUGUST 1, 1993 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 1993
1. Description of Plan
-------------------
The following description of the Union Pacific Fruit Express Company
Agreement Employee 401(k) Retirement Thrift Plan (the Plan) provides only
general information. Participants should refer to the Plan document for a
more complete description of the Plan's provisions.
General - The Plan is a defined contribution plan covering employees of the
Union Pacific Fruit Express Company (the Company) who are in a position of
employment the terms of which are governed by a collective bargaining
agreement entered into between the Company and a Union, to which
eligibility to participate in the Plan has been extended, and have
completed one year of service or were employees as of the effective date of
the Plan, August 1, 1993. It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA), as amended.
Contributions - Participants may contribute 2% to 8% of their compensation
on a salary deferral basis subject to limitations specified in the Internal
Revenue Code. The Company does not contribute to the Plan.
Participant Accounts - Each participant's account is credited with the
participant's contribution and allocation of the Plan earnings.
Allocations are based on participant account balances.
Vesting - Participants are at all times 100% vested in the value of their
account.
Payment of Benefits - Distribution of benefits shall be in a lump sum no
later than 60 days following the close of the plan year in which the
participant's termination of employment occurs, subject to certain
mandatory pay-outs to participants who have attained age 70-1/2, but not
yet terminated employment.
2. Significant Accounting Policies
-------------------------------
The accounts of the Plan have been prepared in accordance with generally
accepted accounting principles. The financial statements were prepared in
accordance with the financial reporting requirements of the Employee
Retirement Income Security Act of 1974 as permitted by the Securities and
Exchange Commission's amendments to Form 11-K adopted during 1990.
Investments in the Union Pacific Company Stock Fund, Wellington Fund and
the Vanguard Index Trust-500 Portfolio Fund are valued at fair value as
determined by quoted market prices. The investments in the Vanguard
Investment Contract Trust Fund are valued at fair value as determined by
Vanguard Fiduciary Trust Company. Dividend income is recorded as of the
ex-dividend date. Security transactions are recorded as of the trade date.
F-6
3. Investments
-----------
Plan participants may direct their contributions in various proportions to
any of the four available investment funds identified below:
Fund A - Union Pacific Company Stock Fund - This fund is administered
as a separate account by Vanguard Fiduciary Trust Company and invests
primarily in the stock of Union Pacific Corporation. It also
maintains a small cash position invested in Vanguard Money Market
Reserves, to facilitate transactions. The Company stock fund is
divided into fund shares, rather than shares of company stock.
Fund B - Wellington Fund - This fund consists of investment in the
Vanguard Wellington Mutual Fund.
Fund C - Vanguard Index Trust-500 Portfolio Fund - This fund consists
of investment in the Vanguard Index Trust-500 portfolio mutual fund.
Fund D - Vanguard Investment Contract Trust Fund - This fund consists
of investment in the Vanguard Fiduciary Trust Company Investment
Contract Trust, a collective investment fund for tax-qualified pension
and profit sharing plan assets.
The following table presents the fair value of investments. Investments
that represent 5% or more of the Plan's net assets are separately
identified.
December 31, 1993
Number of Units Fair Value
--------------- ----------
Investments at Fair Value as
Determined by Quoted Market
Price:
Union Pacific Company Stock Fund 199.902 units $ 2,049
Wellington Fund 256.674 units 5,236
Vanguard Index Trust -
500 Portfolio Fund 148.788 units 6,521
-------
13,806
Other investments at estimated -------
fair value 300.970 units 301
-------
Total Investments at Fair Value $14,107
=======
F-7
During the period August 1, 1993 (Date of Inception) through December 31,
1993, the Plan's investments (including investments bought, sold, and held
during the year) appreciated (depreciated) in value by $96 as follows:
1993
----
Investments at Fair Value as Determined
by Quoted Market Price:
Union Pacific Company Fund $ 1
Mutual Funds (97)
------
Net change in fair value $ (96)
======
4. Plan Administration
-------------------
The Plan is administered by the Senior Vice President, Human Resources of
Union Pacific Corporation. All expenses incurred in the administration of
the Plan are paid by the Company.
5. Tax Status
----------
The Company intends, in 1994, to submit an application to the Internal
Revenue Service for a determination letter that the Plan meets the
requirements for qualification under Section 401(a) of the Code. Subject
to any amendments to the Plan required by the IRS as a condition to issuing
a favorable determination letter, the Company believes that the Plan is
being operated in accordance with the requirements for qualification under
Section 401(a) of the Code and that, as a result, the related trust is
exempt from tax under Section 501(a) of the Code as of the financial
statement date.
6. Plan Termination
----------------
Although it has not expressed any intent to do so, the Company has the
right under the Plan at any time, to terminate the Plan subject to the
provisions of ERISA. Regardless of such actions, the principal and income
of the Plan remains for the exclusive benefit of the Plan's participants
and beneficiaries. The Company may direct the Trustee either to distribute
the Plan's assets to the participants, or to continue the Trust and
distribute benefits as though the Plan had not been terminated.
F-8
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
Column B Column C Column D Column E
Description of
Investment, Including
Collateral, Rate of
Interest, Maturity
Identity of Issue, Borrower, Date, Par or Maturity Current
Lessor or Similar Party Value Cost Value
- - - ---------------------------- --------------------- ---- -------
Union Pacific Company Stock
Fund* 199.902 units $ 2,048 $ 2,049
Wellington Fund* 256.674 units 5,323 5,236
Vanguard Index Trust-
500 Portfolio Fund* 148.788 units 6,531 6,521
Vanguard Investment Contract
Trust Fund* 300.970 units 301 301
------- -------
$14,203 $14,107
======= =======
*Represents a party-in-interest
F-9
UNION PACIFIC FRUIT EXPRESS COMPANY AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1993
Single Transactions Involving an Amount in
Excess of 5% of the Current Value of Plan Assets:
Column A Column B Column C Column D Column G Column H Column I
Current Value
of Asset on
Identity of Party Purchase Selling Cost of Transaction Net Gain
Involved Description of Asset Price Price Asset Date or (Loss)
- - - ----------------- -------------------- -------- ------- ------- ---------- ---------
Vanguard Fiduciary
Trust Company Wellington Fund* $1,081 $ - $1,081 $1,081 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $1,446 $ - $1,446 $1,446 $ -
Series of Transactions, When Aggregated, Involving an
Amount in Excess of 5% of the Current Value of Plan Assets:
Column A Column B Column C Column D Column E Column F Column G
Total Total
Dollar Dollar
Identity of Party Number of Number of Value of Value of Net Gain
Involved Description of Asset Purchases Sales Purchases Sales or (Loss)
- - - ----------------- -------------------- --------- ---------- --------- -------- ---------
Vanguard Fiduciary Union Pacific Company
Trust Company Stock Fund* 11 - $2,048 $ - $ -
Vanguard Fiduciary
Trust Company Wellington Fund* 11 - $5,323 $ - $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* 11 - $6,531 $ - $ -
* Represents a party-in-interest