EXHIBIT 99(e)
FINANCIAL STATEMENTS OF THE
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
F-1
UNION PACIFIC AGREEMENT EMPLOYEE
401(K) RETIREMENT THRIFT PLAN
Page
----
Independent Auditors' Report . . . . . . . . . . . . F-2
Financial Statements as of December 31, 1993
and 1992 and for the years then ended:
Statements of Net Assets Available
for Benefits. . . . . . . . . . . . . . . . F-3 to F-4
Statements of Changes in Net Assets
Available for Benefits. . . . . . . . . . . F-5 to F-6
Notes to Financial Statements. . . . . . . . F-7 to F-9
Supplemental Schedules as of December 31, 1993
and for the year then ended:
Item 27a - Schedule of Assets Held for
Investment Purposes . . . . . . . . . . . . F-10
Item 27d - Schedule of Reportable
Transactions. . . . . . . . . . . . . . . . F-11 to F-12
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 Agreement Employee 401(k)
Retirement Thrift Plan:
We have audited the accompanying statements of net assets available for
benefits of the Union Pacific Agreement Employee 401(k) Retirement Thrift
Plan (the Plan) as of December 31, 1993 and 1992, and the related
statements of changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December
31, 1993 and 1992, and the changes in net assets available for benefits for
the years then ended in conformity with generally accepted accounting
principles.
Our audits were 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 the 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.
/s/DELOITTE & TOUCHE
Omaha, Nebraska
May 9, 1994
F-3
UNION PACIFIC 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): $13,704,353 $2,317,908 $4,025,058 $5,778,148 $1,583,239
Employee
contributions
receivable 514,146 108,715 148,713 205,479 51,239
----------- ---------- ---------- ---------- ----------
Total assets 14,218,499 2,426,623 4,173,771 5,983,627 1,634,478
----------- ---------- ---------- ---------- ----------
Net assets available
for benefits $14,218,499 $2,426,623 $4,173,771 $5,983,627 $1,634,478
=========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
F-4
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1992
-----------------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): $2,664,042 $ - $846,485 $1,332,945 $484,612
---------- --------- -------- ---------- --------
Total assets 2,664,042 - 846,485 1,332,945 484,612
---------- --------- -------- ---------- --------
Net assets available
for benefits $2,664,042 $ - $846,485 $1,332,945 $484,612
========== ========= ======== ========== ========
The accompanying notes are an integral part of these financial statements.
F-5
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED 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 in
fair value of
investments
(Note 3) $ 262,333 $ 25,297 $ 56,687 $ 180,349 $ -
Interest 54,790 - - - 54,790
Dividends 309,859 27,286 178,725 103,848 -
----------- ---------- ---------- ---------- ----------
626,982 52,583 235,412 284,197 54,790
CONTRIBUTIONS:
Employee 11,075,352 2,279,932 3,143,500 4,498,246 1,153,674
----------- ---------- ---------- ---------- ----------
Total Additions 11,702,334 2,332,515 3,378,912 4,782,443 1,208,464
----------- ---------- ---------- ---------- ----------
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
Distributions to
participants 147,877 8,748 49,373 63,430 26,326
----------- ---------- ---------- ---------- ----------
NET TRANSFERS OF
ASSETS TO (FROM)
OTHER FUNDS - 102,856 (2,253) (68,331) (32,272)
----------- ---------- ---------- ---------- ----------
NET INCREASE 11,554,457 2,426,623 3,327,286 4,650,682 1,149,866
NET ASSETS
AVAILABLE
FOR BENEFITS:
Beginning of Year 2,664,042 - 846,485 1,332,945 484,612
----------- ---------- ---------- ---------- ----------
End of Year $14,218,499 $2,426,623 $4,173,771 $5,983,627 $1,634,478
=========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
F-6
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1992
-----------------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 in
fair value of
investments
(Note 3) $ 59,955 $ - $ 12,577 $ 47,378 $ -
Interest 21,116 - - - 21,116
Dividends 65,382 - 35,553 29,829 -
---------- ------ -------- ---------- --------
146,453 - 48,130 77,207 21,116
CONTRIBUTIONS:
Employee 1,635,395 - 520,969 820,434 293,992
---------- ------ -------- ---------- --------
Total Additions 1,781,848 - 569,099 897,641 315,108
---------- ------ -------- ---------- --------
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
Distributions to
participants 44,982 - 16,306 15,952 12,724
---------- ------ -------- ---------- --------
NET TRANSFERS OF
ASSETS TO (FROM)
OTHER FUNDS - - (5,768) 7,805 (2,037)
---------- ------ -------- ---------- --------
NET INCREASE 1,736,866 - 547,025 889,494 300,347
NET ASSETS
AVAILABLE
FOR BENEFITS:
Beginning of Year 927,176 - 299,460 443,451 184,265
---------- ------ -------- ---------- --------
End of Year $2,664,042 $ - $846,485 $1,332,945 $484,612
========== ====== ======== ========== ========
The accompanying notes are an integral part of these financial statements.
F-7
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
1. Description of Plan
-------------------
The following description of the Union Pacific Agreement Employee 401(k)
Retirement Thrift Plan (the Plan) provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
General - The Plan is a defined contribution plan covering employees of the
Union Pacific Railroad Company and its Railroad affiliates (the Company)
who are represented for the purposes of collective bargaining by a rail
union, to which eligibility to participate in the Plan has been extended.
The Plan covers employees who have completed one year of service or were
employees as of the effective date of the Plan, July 1, 1990. It is
subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA), as amended.
Contributions - Participants may contribute 2% to 8% of their compensation
on a salary deferral basis subject to limitations specified in the Internal
Revenue Code. The Company does not contribute to the Plan.
Participant Accounts - Each participant'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. Summary of 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-8
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 December 31, 1992
Number of Number of
Units Fair Value Units Fair Value
--------- ---------- --------- ----------
Investments at Fair Value as
Determined by Quoted Market
Price:
Wellington Fund 197,306.778 $ 4,025,058 44,179.804 $ 846,485
Vanguard Index Trust - 131,830.879 5,778,148 32,534.648 1,332,945
500 Portfolio Fund
Union Pacific Company Stock 226,137.340 2,317,908 - -
Fund ----------- ----------
12,121,114 2,179,430
----------- ----------
Investments at Estimated
Fair Value:
Vanguard Investment 1,583,238.870 1,583,239 484,612.49 484,612
Contract Trust Fund ----------- ---------- ----------
$13,704,353 $2,664,042
=========== ==========
F-9
During 1993 and 1992, the Plan's investments (including investments bought,
sold, and held during the year) appreciated in value by $262,333 and
$59,955, respectively, as follows:
Years Ended December 31,
1993 1992
---- ----
Investments at Fair Value as Determined
by Quoted Market Price:
Mutual Funds $237,036 $59,955
Union Pacific Company Stock Fund 25,297 -
-------- -------
Net change in fair value $262,333 $59,955
======== =======
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-10
UNION PACIFIC 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* 226,137.340 units $ 2,293,072 $ 2,317,908
Wellington Fund* 197,306.778 units 3,950,599 4,025,058
Vanguard Index Trust-
500 Portfolio Fund* 131,830.879 units 5,529,124 5,778,148
Vanguard Investment Contract
Trust Fund* 1,583,239.870 units 1,583,239 1,583,239
----------- -----------
$13,356,034 $13,704,353
=========== ===========
*Represents party-in-interest
F-11
UNION PACIFIC 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 Union Pacific Company
Trust Company Stock Fund* $222,430 $ - $222,430 $222,430 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $133,987 $ - $133,987 $133,987 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $141,324 $ - $141,324 $141,324 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $133,942 $ - $133,942 $133,942 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $135,517 $ - $135,517 $135,517 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $135,935 $ - $135,935 $135,935 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $141,382 $ - $141,382 $141,382 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $137,491 $ - $137,491 $137,491 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $173,287 $ - $173,287 $173,287 $ -
Vanguard Fiduciary
Trust Company Wellington Fund* $327,980 $ - $327,980 $327,980 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $136,292 $ - $136,292 $136,292 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $145,856 $ - $145,856 $145,856 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $153,360 $ - $153,360 $153,360 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $165,434 $ - $165,434 $165,434 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $160,423 $ - $160,423 $160,423 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $162,281 $ - $162,281 $162,281 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $163,409 $ - $163,409 $163,409 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $171,515 $ - $171,515 $171,515 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $169,404 $ - $169,404 $169,404 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $173,287 $ - $173,287 $173,287 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $178,805 $ - $178,805 $178,805 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $192,670 $ - $192,670 $192,670 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $182,336 $ - $182,336 $182,336 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $202,491 $ - $202,491 $202,491 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $189,782 $ - $189,782 $189,782 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $190,447 $ - $190,447 $190,447 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $191,246 $ - $191,246 $191,246 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $197,101 $ - $197,101 $197,101 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $191,340 $ - $191,340 $191,340 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $235,799 $ - $235,799 $235,799 $ -
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* $456,395 $ - $456,395 $456,395 $ -
F-12
UNION PACIFIC AGREEMENT EMPLOYEE
401(k) RETIREMENT THRIFT PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS - (Continued)
YEAR ENDED DECEMBER 31, 1993
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 Value of Value of Net Gain
Involved Description of Asset Purchases of Sales Asset Sales or (Loss)
- - - ----------------- -------------------- --------- -------- ------- -------- ---------
Vanguard Fiduciary Union Pacific Company
Trust Company Stock Fund* 69 36 $2,319,615 $ 29,201 $ 461
Vanguard Fiduciary
Trust Company Wellington Fund* 79 57 $3,252,471 $130,585 $5,331
Vanguard Fiduciary Vanguard Index Trust-
Trust Company 500 Portfolio Fund* 72 65 $4,457,073 $192,219 $6,078
Vanguard Fiduciary Vanguard Investment
Trust Company Contract Trust Fund* 93 60 $1,240,933 $140,109 $ -
* Represents a party-in-interest