1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
(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, 1996
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
Title of each class on which registered
Common Stock (Par Value $2.50 per share) New York Stock Exchange, Inc.
___________________________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ].
------
___________________________________
As of February 28, 1997 the aggregate market value of the registrant's
Common Stock held by non-affiliates (using the New York Stock Exchange closing
price) was approximately $14,872,259,119.
The number of shares outstanding of the registrant's Common Stock as of
February 28, 1997 was 246,842,475.
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, 1996 (Parts I, II and IV); and (2) registrant's definitive Proxy
Statement for the annual meeting of stockholders to be held on April 18, 1997
(Part III).
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The undersigned Registrant hereby amends its Annual Report on Form 10-K
for the fiscal year ended December 31, 1996 to include the following exhibits:
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Exhibit Number Exhibit
- -------------- -------
(23) Independent Auditors' Consents
(99)(a) Financial Statements for the Fiscal Year ended
December 31, 1996 required by Form 11-K for the Union
Pacific Corporation Thrift Plan.
(99)(b) Financial Statements for the Fiscal Year ended
December 31, 1996 required by Form 11-K for the Union
Pacific Fruit Express Company Agreement Employee
401(k) Retirement Thrift Plan.
(99)(c) Financial Statements for the Fiscal Year ended
December 31, 1996 required by Form 11-K for the Skyway
Retirement Savings Plan.
(99)(d) Financial Statements for the Fiscal Year ended
December 31, 1996 required by Form 11-K for the Union
Pacific Agreement Employee 401(k) Retirement Thrift
Plan.
(99)(e) Financial Statements for the Fiscal Year ended
December 31, 1996 required by Form 11-K for the Union
Pacific Motor Freight Agreement Employee 401(k)
Retirement Thrift Plan.
(99)(f) Financial Statements for the Fiscal Year ended
December 31, 1996 required by Form 11-K for the
Chicago and North Western Railway Company Profit
Sharing and Retirement Savings Program.
(99)(g) Financial Statements for the Fiscal Year ended
December 31, 1996 required by Form 11-K for the
Southern Pacific Rail Corporation Thrift Plan.
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UNION PACIFIC CORPORATION
SIGNATURE
Pursuant to the requirements 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.
Dated: June 26, 1997
UNION PACIFIC CORPORATION
(Registrant)
/s/ Joseph E. O'Connor, Jr.
----------------------------------
Joseph E. O'Connor, Jr.,
Vice President and Controller
(Chief Accounting Officer
and Duly Authorized Officer)
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EXHIBIT INDEX
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Exhibit Number Exhibit
- -------------- -------
(23) Independent Auditors' Consents
(99)(a) Financial Statements for the Fiscal Year ended
December 31, 1996 required by Form 11-K for the Union
Pacific Corporation Thrift Plan.
(99)(b) Financial Statements for the Fiscal Year ended
December 31, 1996 required by Form 11-K for the Union
Pacific Fruit Express Company Agreement Employee
401(k) Retirement Thrift Plan.
(99)(c) Financial Statements for the Fiscal Year ended
December 31, 1996 required by Form 11-K for the Skyway
Retirement Savings Plan.
(99)(d) Financial Statements for the Fiscal Year ended
December 31, 1996 required by Form 11-K for the Union
Pacific Agreement Employee 401(k) Retirement Thrift
Plan.
(99)(e) Financial Statements for the Fiscal Year ended
December 31, 1996 required by Form 11-K for the Union
Pacific Motor Freight Agreement Employee 401(k)
Retirement Thrift Plan.
(99)(f) Financial Statements for the Fiscal Year ended
December 31, 1996 required by Form 11-K for the
Chicago and North Western Railway Company Profit
Sharing and Retirement Savings Program.
(99)(g) Financial Statements for the Fiscal Year ended
December 31, 1996 required by Form 11-K for the
Southern Pacific Rail Corporation Thrift Plan.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>2
<DESCRIPTION>CONSENTS
<TEXT>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to Registration Statement No. 33-12513 and in Registration Statement No.
33-49849 of Union Pacific Corporation on Forms S-8 of our report dated June 17,
1997 appearing in Exhibit 99(a) of Amendment No. 1 to the Annual Report on
Form 10-K of Union Pacific Corporation for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
New York, New York
June 25, 1997
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-49785 of Union Pacific Corporation on Form S-8 of our report dated June 4,
1997, appearing in Exhibit 99(b) of Amendment No. 1 to the Annual Report on
Form 10-K of Union Pacific Corporation for the fiscal year ended December 31,
1996.
/s/ Deloitte & Touche LLP
Omaha, Nebraska
June 25, 1997
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-51735 of Union Pacific Corporation on Form S-8 of our report dated May 1,
1997 appearing in Exhibit 99(c) of Amendment No. 1 to the Annual Report on
Form 10-K of Union Pacific Corporation for the fiscal year ended December 31,
1996.
/s/ Deloitte & Touche LLP
San Jose, California
June 25, 1997
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-53968 of Union Pacific Corporation on Form S-8 of our report dated June 4,
1997, appearing in Exhibit 99(d) of Amendment No. 1 to the Annual Report on
Form 10-K of Union Pacific Corporation for the fiscal year ended December 31,
1996.
/s/ Deloitte & Touche LLP
Omaha, Nebraska
June 25, 1997
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-54811 of Union Pacific Corporation on Form S-8 of our report dated June 4,
1997, appearing in Exhibit 99(e) of Amendment No. 1 to the Annual Report on
Form 10-K of Union Pacific Corporation for the fiscal year ended December 31,
1996.
/s/ Deloitte & Touche LLP
Omaha, Nebraska
June 25, 1997
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-10797 of Union Pacific Corporation on Form S-8 of our report dated June 4,
1997, appearing in Exhibit 99(f) of Amendment No. 1 to the Annual Report on
Form 10-K of Union Pacific Corporation for the fiscal year ended December 31,
1996.
/s/ Deloitte & Touche LLP
Omaha, Nebraska
June 25, 1997
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the registration statement No.
333-13115 on Form S-8 of Union Pacific Corporation of our report
dated June 20, 1997 relating to the statements of net assets available for
plan benefits (modified cash basis) of Southern Pacific Rail Corporation
Thrift Plan as of December 31, 1996 and 1995, and the related statements of
changes in net assets available for plan benefits (modified cash basis), for
the years then ended and the related supplemental schedules, which report
appears in Exhibit 99(g) of Amendment No. 1 to the Annual Report on Form 10-K
of Union Pacific Corporation for the fiscal year ended December 31, 1996. Our
report notes these financial statements and supplemental schedules were
prepared on a modified cash basis of accounting, which is a comprehensive
basis of accounting other that generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
San Francisco, California
June 25, 1997