1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission file number 1-13916
UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
(Full title of plan)
Union Pacific Resources Group, Inc.
777 N. Main Street
Fort Worth, Texas 76102
(Name and address of principal executive office of issuer)
The financial statements listed in the accompanying table of contents on the
following page are filed as part of this Form 11-K.
================================================================================
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee of the Plan has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
Union Pacific Resources Group Inc.
Employees' Thrift Plan
Date: June 29, 1999 /s/ Anne M. Franklin
---------------------------
By: Anne M. Franklin
Plan Administrator
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3
UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
TABLE OF CONTENTS TO FINANCIAL STATEMENTS AND
ADDITIONAL INFORMATION
Page
----
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ......................................................................1
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits with Fund Information
As of December 31, 1998 .................................................................................2
Statement of Net Assets Available for Benefits with Fund Information
As of December 31, 1997 .................................................................................3
Statement of Changes in Net Assets Available for Benefits with Fund Information
For the Year Ended December 31, 1998 ....................................................................4
Statement of Changes in Net Assets Available for Benefits with Fund Information
For the Year Ended December 31, 1997 ....................................................................5
Notes to Financial Statements ...............................................................................6
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1998:
Schedule I - Supplemental Schedule of Assets Held for Investment Purposes ..................................14
Schedule II - Supplemental Schedule of Reportable Transactions .............................................15
EXHIBIT:
23.1 Consent of Independent Public Accountants........ ....................................................16
ii
4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustees and Participants of the
Union Pacific Resources Group Inc. Employees' Thrift Plan:
We have audited the accompanying statements of net assets available for
benefits of the Union Pacific Resources Group Inc. Employees' Thrift Plan (the
"Plan") as of December 31, 1998 and 1997, and the related statements of changes
in net assets available for benefits for the years ended December 31, 1998 and
1997. These financial statements, and the supplemental schedules referred to
below, are the responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements and supplemental schedules
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998 and 1997, and the changes in net assets available for
benefits for the years ended December 31, 1998 and 1997, 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 of assets
held for investment purposes and reportable transactions 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 Rules and Regulations for Reporting and Disclosure under
the Employees' Retirement Income Security Act of 1974. The Fund Information in
the statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for
benefits and changes in net assets available for 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 in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Fort Worth, Texas
June 25, 1999
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5
UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998
PARTICIPANT DIRECTED
----------------------------------------------------------------------------------
500
TOTAL UPR FIXED INDEX U.S. INTERNATIONAL BOND
PLAN INCOME FUND GROWTH WELLINGTON GROWTH INDEX
------------ ------------ ------------ ------------ ------------ ------------- ------------
ASSETS:
Receivables
Contributions - UPR $ 6,956,693 $ -- $ -- $ -- $ -- $ -- $ --
Dividends & other 184,406
Investments at fair value
(Note 3)
Investment in mutual
funds 174,388,124 35,638,943 78,309,902 22,591,939 16,721,904 8,740,541 4,332,798
Investment in
unallocated GICs 9,288,240 9,288,240
Investment in stock
funds
UPC stock fund 12,913,725
UPRG stock fund 6,690,697
PAYSOP 848,610
Investment in common
stocks
UPRG common
stock, earned 5,255,636
UPRG common
stock, unearned 28,150,137
Participant loan
balances 5,562,857
------------ ------------ ------------ ------------ ------------ ------------ ------------
Total assets 250,239,125 44,927,183 78,309,902 22,591,939 16,721,904 8,740,541 4,332,798
------------ ------------ ------------ ------------ ------------ ------------ ------------
LIABILITIES (Note 4):
Interest payable 1,512,802
Note payable 86,291,322
------------ ------------ ------------ ------------ ------------ ------------ ------------
Total liabilities 87,804,124 -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS: $162,435,001 $ 44,927,183 $ 78,309,902 $ 22,591,939 $ 16,721,904 $ 8,740,541 $ 4,332,798
============ ============ ============ ============ ============ ============ ============
PARTICIPANT DIRECTED
----------------------------------------------------------------------------------
PRIME SMALL/ UPC UPRG
MONEY MIDCAP STOCK STOCK LOAN
MARKET PORTFOLIO FUND FUND PAYSOP FUND
------------ ------------ ------------ ------------ ------------ ------------
ASSETS:
Receivables
Contributions - UPR $ -- $ -- $ -- $ -- $ -- $ --
Dividends & other
Investments at fair value
(Note 3)
Investment in mutual
funds 5,642,799 2,395,907
Investment in
unallocated GICs
Investment in stock
funds
UPC stock fund 12,913,725
UPRG stock fund 6,690,697
PAYSOP 848,610
Investment in common
stocks
UPRG common
stock, earned
UPRG common
stock, unearned
Participant loan
balances 5,562,857
------------ ------------ ------------ ------------ ------------ ------------
Total assets 5,642,799 2,395,907 12,913,725 6,690,697 848,610 5,562,857
------------ ------------ ------------ ------------ ------------ ------------
LIABILITIES (Note 4):
Interest payable
Note payable
------------ ------------ ------------ ------------ ------------ ------------
Total liabilities -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS: $ 5,642,799 $ 2,395,907 $ 12,913,725 $ 6,690,697 $ 848,610 $ 5,562,857
============ ============ ============ ============ ============ ============
UPRG ESOP
--------------------------
Allocated Unallocated
------------ ------------
ASSETS:
Receivables
Contributions - UPR $ -- $ 6,956,693
Dividends & other 184,406
Investments at fair value
(Note 3)
Investment in mutual
funds 13,391
Investment in
unallocated GICs
Investment in stock
funds
UPC stock fund
UPRG stock fund
PAYSOP
Investment in common
stocks
UPRG common
stock, earned 5,255,636
UPRG common
stock, unearned 28,150,137
Participant loan
balances
------------ ------------
Total assets 5,269,027 35,291,236
------------ ------------
LIABILITIES (Note 4):
Interest payable 1,512,802
Note payable 86,291,322
------------ ------------
Total liabilities -- 87,804,124
------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS: $ 5,269,027 $(52,512,888)
============ ============
The accompanying notes are an integral part of this financial statement.
2
6
UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
PARTICIPANT DIRECTED
----------------------------------------------------------------------------------
500
TOTAL UPR FIXED INDEX U.S. INTERNATIONAL BOND
PLAN INCOME FUND GROWTH WELLINGTON GROWTH INDEX
------------ ------------ ------------ ------------ ------------ ------------- ------------
ASSETS:
Receivables
Contributions - UPR $ 3,773,103 $ -- $ -- $ -- $ -- $ -- $ --
Dividends & other 186,004
Investments at fair value
(Note 3)
Investment in mutual
funds 134,941,992 25,366,227 64,805,384 15,986,026 14,760,211 9,107,623 2,704,175
Investment in
unallocated GICs 17,265,301 17,265,301
Investment in stock
funds
UPC stock fund 20,157,793
UPRG stock fund 14,996,379
PAYSOP 2,350,970
Investment in common
stocks
UPRG common
stock, earned 4,761,779
UPRG common
stock, unearned 84,938,171
Participant loan
balances 5,625,594
------------ ------------ ------------ ------------ ------------ ------------ ------------
Total assets 288,997,086 42,631,528 64,805,384 15,986,026 14,760,211 9,107,623 2,704,175
------------ ------------ ------------ ------------ ------------ ------------ ------------
LIABILITIES (Note 4):
Interest payable 1,856,222
Note payable 102,203,863
------------ ------------ ------------ ------------ ------------ ------------ ------------
Total liabilities 104,060,085 -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS: $184,937,001 $ 42,631,528 $ 64,805,384 $ 15,986,026 $ 14,760,211 $ 9,107,623 $ 2,704,175
============ ============ ============ ============ ============ ============ ============
PARTICIPANT DIRECTED
----------------------------------------------------------------------------------
PRIME SMALL/ UPC UPRG
MONEY MIDCAP STOCK STOCK LOAN
MARKET PORTFOLIO FUND FUND PAYSOP FUND
------------ ------------ ------------ ------------ ------------ ------------
ASSETS:
Receivables
Contributions - UPR $ -- $ -- $ -- $ -- $ -- $ --
Dividends & other
Investments at fair value
(Note 3)
Investment in mutual
funds 1,320,990 891,356
Investment in
unallocated GICs
Investment in stock
funds
UPC stock fund 20,157,793
UPRG stock fund 14,996,379
PAYSOP 2,350,970
Investment in common
stocks
UPRG common
stock, earned
UPRG common
stock, unearned
Participant loan
balances 5,625,594
------------ ------------ ------------ ------------ ------------ ------------
Total assets 1,320,990 891,356 20,157,793 14,996,379 2,350,970 5,625,594
------------ ------------ ------------ ------------ ------------ ------------
LIABILITIES (Note 4):
Interest payable
Note payable
------------ ------------ ------------ ------------ ------------ ------------
Total liabilities -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS: $ 1,320,990 $ 891,356 $ 20,157,793 $ 14,996,379 $ 2,350,970 $ 5,625,594
============ ============ ============ ============ ============ ============
UPRG ESOP
--------------------------
Allocated Unallocated
------------ ------------
ASSETS:
Receivables
Contributions - UPR $ -- $ 3,773,103
Dividends & other 10,384 175,620
Investments at fair value
(Note 3)
Investment in mutual
funds
Investment in
unallocated GICs
Investment in stock
funds
UPC stock fund
UPRG stock fund
PAYSOP
Investment in common
stocks
UPRG common
stock, earned 4,761,779
UPRG common
stock, unearned 84,938,171
Participant loan
balances
------------ ------------
Total assets 4,772,163 88,886,894
------------ ------------
LIABILITIES (Note 4):
Interest payable 1,856,222
Note payable 102,203,863
------------ ------------
Total liabilities -- 104,060,085
------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS: $ 4,772,163 $(15,173,191)
============ ============
The accompanying notes are an integral part of this financial statement.
3
7
UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
PARTICIPANT DIRECTED
----------------------------------------------------------------------------------
500
TOTAL UPR FIXED INDEX U.S. INTERNATIONAL BOND
PLAN INCOME FUND GROWTH WELLINGTON GROWTH INDEX
------------ ------------ ------------ ------------ ------------ ------------ ------------
INVESTMENT INCOME:
DIVIDEND & INTEREST $ 9,611,677 $ 2,706,600 $ 1,232,627 $ 1,410,969 $ 1,845,066 $ 173,396 $ 224,287
NET APPRECIATION/
(DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS (49,594,162) 6,405 16,779,956 4,977,293 (57,230) 1,188,332 47,200
CONTRIBUTIONS BY:
PARTICIPANTS 8,913,081 1,633,768 2,625,249 1,869,768 1,242,185 700,243 238,470
UPR 25,537,400
ALLOCATION OF 396,383
SHARES OF UPR COMMON
STOCK, AT FAIR VALUE 6,263,696
NET TRANSFERS BETWEEN
FUNDS 814,045 (3,972,703) (772,835) (99,748) (2,095,377) 1,375,543
------------ ------------ ------------ ------------ ------------ ------------ ------------
TOTAL ADDITIONS 731,692 5,160,818 16,665,129 7,485,195 2,930,273 (33,406) 1,885,500
------------ ------------ ------------ ------------ ------------ ------------ ------------
INTEREST EXPENSE 6,847,278
ALLOCATION OF 396,383
SHARES OF UPR COMMON
STOCK, AT FAIR VALUE 6,263,696
WITHDRAWALS BY
PARTICIPANTS
10,122,718 2,865,163 3,160,611 879,282 968,580 333,676 256,877
------------ ------------ ------------ ------------ ------------ ------------ ------------
TOTAL DEDUCTIONS
23,233,692 2,865,163 3,160,611 879,282 968,580 333,676 256,877
------------ ------------ ------------ ------------ ------------ ------------ ------------
NET INCREASE (DECREASE) (22,502,000) 2,295,655 13,504,518 6,605,913 1,961,693 (367,082) 1,628,623
NET ASSETS AVAILABLE
FOR BENEFITS:
BEGINNING OF YEAR 184,937,001 42,631,528 64,805,384 15,986,026 14,760,211 9,107,623 2,704,175
------------ ------------ ------------ ------------ ------------ ------------ ------------
END OF YEAR $162,435,001 $ 44,927,183 $ 78,309,902 $ 22,591,939 $ 16,721,904 $ 8,740,541 $ 4,332,798
============ ============ ============ ============ ============ ============ ============
PARTICIPANT DIRECTED
----------------------------------------------------------------------------------
PRIME SMALL/ UPC UPRG
MONEY MIDCAP STOCK STOCK LOAN
MARKET PORTFOLIO FUND FUND PAYSOP FUND
------------ ------------ ------------ ------------ ------------ ------------
INVESTMENT INCOME:
DIVIDEND & INTEREST $ 161,992 $ 83,790 $ 322,626 $ 135,245 $ 19,016 $ 470,479
NET APPRECIATION/
(DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS (45,942) (5,488,218) (9,395,554) (1,440,850)
CONTRIBUTIONS BY:
PARTICIPANTS 345,048 258,350
UPR
ALLOCATION OF 396,383
SHARES OF UPR COMMON
STOCK, AT FAIR VALUE
NET TRANSFERS BETWEEN
FUNDS 3,927,229 1,237,029 (1,421,439) 1,319,108 (295,877)
------------ ------------ ------------ ------------ ------------ ------------
TOTAL ADDITIONS 4,434,269 1,533,227 (6,587,031) (7,941,201) (1,421,834) 174,602
------------ ------------ ------------ ------------ ------------ ------------
INTEREST EXPENSE
ALLOCATION OF 396,383
SHARES OF UPR COMMON
STOCK, AT FAIR VALUE
WITHDRAWALS BY
PARTICIPANTS 112,460 28,676 657,037 364,481 80,526 237,339
------------ ------------ ------------ ------------ ------------ ------------
TOTAL DEDUCTIONS 112,460 28,676 657,037 364,481 80,526 237,339
------------ ------------ ------------ ------------ ------------ ------------
NET INCREASE (DECREASE) 4,321,809 1,504,551 (7,244,068) (8,305,682) (1,502,360) (62,737)
NET ASSETS AVAILABLE
FOR BENEFITS:
BEGINNING OF YEAR 1,320,990 891,356 20,157,793 14,996,379 2,350,970 5,625,594
------------ ------------ ------------ ------------ ------------ ------------
END OF YEAR $ 5,642,799 $ 2,395,907 $ 12,913,725 $ 6,690,697 $ 848,610 $ 5,562,857
============ ============ ============ ============ ============ ============
UPRG ESOP
--------------------------
Allocated Unallocated
------------ ------------
INVESTMENT INCOME:
DIVIDEND & INTEREST $ 67,369 $ 758,215
NET APPRECIATION/
(DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS (5,641,216) (50,524,338)
CONTRIBUTIONS BY:
PARTICIPANTS
UPR 25,537,400
ALLOCATION OF 396,383
SHARES OF UPR COMMON
STOCK, AT FAIR VALUE 6,263,696
NET TRANSFERS BETWEEN
FUNDS (14,975)
------------ ------------
TOTAL ADDITIONS 674,874 (24,228,723)
------------ ------------
INTEREST EXPENSE 6,847,278
ALLOCATION OF 396,383
SHARES OF UPR COMMON
STOCK, AT FAIR VALUE 6,263,696
WITHDRAWALS BY
PARTICIPANTS 178,010
------------ ------------
TOTAL DEDUCTIONS 178,010 13,110,974
------------ ------------
NET INCREASE(DECREASE) 496,864 (37,339,697)
NET ASSETS AVAILABLE
FOR BENEFITS:
BEGINNING OF YEAR 4,772,163 (15,173,191)
------------ ------------
END OF YEAR $ 5,269,027 $(52,512,888)
============ ============
The accompanying notes are an integral part of this financial statement.
4
8
UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
PARTICIPANT DIRECTED
----------------------------------------------------------------------------------
500
TOTAL UPR FIXED INDEX U.S. INTERNATIONAL BOND
PLAN INCOME FUND GROWTH WELLINGTON GROWTH INDEX
------------ ------------ ------------ ------------ ------------ ------------ ------------
INVESTMENT INCOME:
DIVIDEND & INTEREST $ 8,476,603 $ 2,864,406 $ 1,346,880 $ 617,327 $ 1,231,648 $ 386,778 $ 137,310
NET APPRECIATION/
(DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS (1,786,992) (4,332) 14,578,548 2,471,488 1,365,728 (122,269) 60,748
CONTRIBUTIONS BY:
PARTICIPANTS 7,663,343 1,710,673 2,241,889 1,519,032 1,090,646 777,554 217,893
UPR 14,167,804
ALLOCATION OF 197,395
SHARES OF UPR COMMON
STOCK, AT FAIR VALUE 5,085,958
NET TRANSFERS BETWEEN
FUNDS (2,988,883) 993,090 486,105 478,802 (68,187) 882,452
------------ ------------ ------------ ------------ ------------ ------------ ------------
TOTAL ADDITIONS 33,606,716 1,581,864 19,160,407 5,093,952 4,166,824 973,876 1,298,403
------------ ------------ ------------ ------------ ------------ ------------ ------------
INTEREST EXPENSE 7,709,216
ALLOCATION OF 197,395
SHARES OF UPR COMMON
STOCK, AT FAIR VALUE 5,085,958
WITHDRAWALS BY
PARTICIPANTS 7,276,240 2,109,944 2,420,618 242,389 285,200 159,302 168,185
------------ ------------ ------------ ------------ ------------ ------------ ------------
TOTAL DEDUCTIONS
20,071,414 2,109,944 2,420,618 242,389 285,200 159,302 168,185
------------ ------------ ------------ ------------ ------------ ------------ ------------
NET INCREASE(DECREASE) 13,535,302 (528,080) 16,739,789 4,851,563 3,881,624 814,574 1,130,218
NET ASSETS AVAILABLE
FOR BENEFITS:
BEGINNING OF YEAR 171,401,699 43,159,608 48,065,595 11,134,463 10,878,587 8,293,049 1,573,957
------------ ------------ ------------ ------------ ------------ ------------ ------------
END OF YEAR $184,937,001 $ 42,631,528 $ 64,805,384 $ 15,986,026 $ 14,760,211 $ 9,107,623 $ 2,704,175
============ ============ ============ ============ ============ ============ ============
PARTICIPANT DIRECTED
----------------------------------------------------------------------------------
PRIME SMALL/ UPC UPRG
MONEY MIDCAP STOCK STOCK LOAN
MARKET PORTFOLIO FUND FUND PAYSOP FUND
------------ ------------ ------------ ------------ ------------ ------------
INVESTMENT INCOME:
DIVIDEND & INTEREST $ 65,254 $ 77,721 $ 442,496 $ 128,560 $ 20,192 $ 418,001
NET APPRECIATION/
(DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS (70,667) 906,114 (2,903,364) (496,170)
CONTRIBUTIONS BY:
PARTICIPANTS 86,182 19,474
UPR
ALLOCATION OF 197,395
SHARES OF UPR COMMON
STOCK, AT FAIR VALUE
NET TRANSFERS BETWEEN
FUNDS 155,001 865,226 (2,071,963) 1,017,567 251,376
------------ ------------ ------------ ------------ ------------ ------------
TOTAL ADDITIONS 306,437 891,754 (723,353) (1,757,237) (475,978) 669,377
------------ ------------ ------------ ------------ ------------ ------------
INTEREST EXPENSE
ALLOCATION OF 197,395
SHARES OF UPR COMMON
STOCK, AT FAIR VALUE
WITHDRAWALS BY
PARTICIPANTS 40,677 398 962,694 672,423 90,894 97,272
------------ ------------ ------------ ------------ ------------ ------------
TOTAL DEDUCTIONS 40,677 398 962,694 672,423 90,894 97,272
------------ ------------ ------------ ------------ ------------ ------------
NET INCREASE(DECREASE) 265,760 891,356 (1,686,047) (2,429,660) (566,872) 572,105
NET ASSETS AVAILABLE
FOR BENEFITS:
BEGINNING OF YEAR 1,055,230 -- 21,843,840 17,426,039 2,917,842 5,053,489
------------ ------------ ------------ ------------ ------------ ------------
END OF YEAR $ 1,320,990 $ 891,356 $ 20,157,793 $ 14,996,379 $ 2,350,970 $ 5,625,594
============ ============ ============ ============ ============ ============
UPRG ESOP
--------------------------
Allocated Unallocated
------------ ------------
INVESTMENT INCOME:
DIVIDEND & INTEREST $ 21,144 $ 718,886
NET APPRECIATION/
(DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS (308,109) (17,264,707)
CONTRIBUTIONS BY:
PARTICIPANTS
UPR 14,167,804
ALLOCATION OF 197,395
SHARES OF UPR COMMON
STOCK, AT FAIR VALUE 5,085,958
NET TRANSFERS BETWEEN
FUNDS (586)
------------ ------------
TOTAL ADDITIONS 4,798,407 (2,378,017)
------------ ------------
INTEREST EXPENSE 7,709,216
ALLOCATION OF 197,395
SHARES OF UPR COMMON
STOCK, AT FAIR VALUE 5,085,958
WITHDRAWALS BY
PARTICIPANTS 26,244
------------ ------------
TOTAL DEDUCTIONS 26,244 12,795,174
------------ ------------
NET INCREASE(DECREASE) 4,772,163 (15,173,191)
NET ASSETS AVAILABLE
FOR BENEFITS:
BEGINNING OF YEAR -- --
------------ ------------
END OF YEAR $ 4,772,163 $(15,173,191)
============ ============
The accompanying notes are an integral part of this financial statement.
5
9
UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
1. PLAN DESCRIPTION
The following description of the Union Pacific Resources Group Inc. Employees'
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 pension plan covering: a) all regular
full-time, non-agreement employees, b) agreement employees whose union
contracts allow for their participation, and c) regular part-time employees of
Union Pacific Resources Group Inc. (the "Company" or "UPR") who have completed
twelve months of service and worked at least 1,000 hours. The Board of
Directors of the Company and the Plan Administrator control and manage the
operation and administration of the Plan. Additionally, the Plan is subject to
the applicable provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
In October 1995, the Company sold approximately 17% of its common stock in an
initial public offering (the "Offering"). Prior to consummation of the
Offering, the Company was wholly owned by Union Pacific Corporation ("UPC").
Following the Offering and until October 15, 1996, UPC owned approximately 83%
of the Company's outstanding common stock. Concurrent with the Offering, UPC
announced its intention to distribute its remaining ownership interest in the
Company to its shareholders as a dividend by means of a tax-free distribution
(the "Distribution"). On October 15, 1996, the Distribution was consummated. At
that time, the participants in the Plan received .846946 of a share of the
Company's Common Stock for each share of UPC common stock held in the
participants' accounts. The participants, upon consummation of the
Distribution, received 343,736 shares at 27.875 per share.
Effective as of January 1, 1997, the Company added a leveraged employee stock
ownership feature to the Plan (the "UPRG ESOP") (see Note 4). The UPRG ESOP
operates as a leveraged employee stock ownership plan, and is designed to
comply with Section 4975(e)(7) and the regulations thereunder of the Internal
Revenue Code (the "IRC"), as amended.
Contributions
The Plan permits a participant to make annual employee contributions to the
Plan on a before-tax or after-tax basis. A participant's aggregate before-tax
or after-tax contributions may not exceed 13% of the participant's annual
compensation. The before-tax contributions meet the requirements of section
401(k) of the IRC, so that amounts contributed will not be included in the
participant's income for federal income tax purposes. Conversely, amounts
contributed to the Plan on an after-tax basis will be included in the
participant's income for federal income tax purposes. Aggregate monthly
employee contributions may be invested entirely in the UPR Fixed Income Fund
("UPR Fixed Income"), Vanguard 500 Index Fund ("500 Index Fund"), Vanguard U.S.
Growth Fund ("U.S.
6
10
Growth"), Vanguard Wellington Fund ("Wellington"), Vanguard International
Growth Fund ("International Growth"), Vanguard Total Bond Market Index Fund
("Bond Index"), Vanguard Prime Money Market Fund ("Prime Money Market"),
Rainier Small/Mid Cap Equity Portfolio ("Small/Mid Cap Portfolio") or any
combination thereof, in multiples of 5% in accordance with the personal
election made by each employee. In prior years, the Plan provided for payroll
based employee stock ownership plan contributions ("PAYSOP").
As of January 1, 1997, the Company is obligated to make contributions in cash
to the UPRG ESOP which, when aggregated with the UPRG ESOP's dividend and
interest earnings, equal the amount required to enable the UPRG ESOP to make
the necessary principal and interest payments on its note payable to the
Company (see Note 4). Shares of the Company's stock are allocated to
participant accounts in amounts necessary to meet the Company's matching
requirement equal to 200% of each participant's basic contribution, limited to
3% of the participant's annual compensation. From March 1, 1996 to December 31,
1996, all employer matching contributions were invested in the UPRG Stock Fund.
Employer matching contributions prior to March 1, 1996, but subsequent to the
Offering, were eligible to be invested in any of the available funds including
the UPRG Stock Fund, in multiples of 5% in accordance with the personal
election made by each employee. Prior to the Offering, employer contributions
were eligible to be invested in any of the available funds, including the UPC
Stock Fund, in multiples of 5% in accordance with the personal election made by
each employee.
Participant Accounts
Participants' Plan accounts are maintained on a unit basis. Under this method,
a participant's account value is expressed in units of participation by fund,
representing an undivided interest in the underlying assets and income of the
fund. The purchase or redemption price of the units is determined daily by
Vanguard Fiduciary Trust Company (the "Trustee"), based on the current market
values, or contract value in the case of Guaranteed Investment Contracts
("GICs"), of the underlying assets of the fund. The Plan's income is allocated
to participants based on the proportion that each participant's account balance
bears to the total of all participant account balances.
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11
The number of fund units and their unit values at December 31, 1998 and 1997
were:
1998 1997
------ ------
UNIT UNIT
UNITS VALUE UNITS VALUE
--------- ---------- --------- ----------
UPR Fixed Income Fund 4,439,445 $ 10.12 4,212,602 $ 10.12
Vanguard 500 Index Fund 687,230 113.95 719,500 90.07
Vanguard U.S. Growth Fund 602,612 37.49 557,004 28.70
Vanguard Wellington Fund 569,741 29.35 501,196 29.45
Vanguard International Growth Fund 465,665 18.77 555,682 16.39
Vanguard Total Bond Market Index 421,889 10.27 268,005 10.09
Vanguard Prime Money Market Fund 5,642,799 1.00 1,320,990 1.00
Rainier Small/Mid Cap Equity Portfolio 107,972 22.19 39,704 22.45
UPC Stock Fund 1,349,397 9.57 1,520,196 13.26
UPRG Stock Fund 1,623,956 4.12 1,362,069 11.01
PAYSOP 205,973 4.12 213,530 11.01
UPRG ESOP - Allocated 1,783,339 2.97 602,546 7.92
Loans to Participants
The amount of a loan is limited to one-half of the vested value of a
participant's account, excluding PAYSOP and subject to a $1,000 minimum and a
maximum loan amount of $50,000 less the highest loan balance outstanding in the
previous twelve months. As the loan is repaid, all principal and interest
payments will be credited to the participant's accounts, excluding PAYSOP, in
the same proportions as the contributions then being made on behalf of the
participant. If no contributions are then being made, the loan repayments will
be invested in accordance with the participant's most recent investment
election, unless he or she directs otherwise to the extent permitted by the
Plan. Participants' loans, which are secured by the participants' individual
account balances, bear a fixed rate of interest set by the Plan Administrator
based on interest rates then being charged on similar loans, and are repayable
over periods not exceeding five years, except loans relating to a principal
residence, in which case the term of the loan shall not exceed fifteen years.
The loans bear interest ranging from 6% to 10.5% and have terms ranging from 1
to 15 years. The number of loans outstanding at December 31, 1998 and 1997 was
522 and 543, respectively.
Vesting
Participants at all times have a 100% vested interest in their employee
contributions plus actual earnings thereon and their PAYSOP account. A
participant is 100% vested in the portion of his/her account derived from UPRG
ESOP Matching Contributions made after January 1, 1997. A participant's
interest in the portion of his/her account derived from Company Contributions
and Matching Contributions prior to January 1, 1997 are 100% vested after five
years of service. A participant's interest in pre-1997 Company Contributions
and Matching Contributions will also become 100% vested if, while employed by
the Company, the participant reaches age 65, dies, or sustains a total and
permanent disability.
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12
Payment of Benefits
A participant may elect to receive a final distribution under the Plan as
either: a) a cash lump sum distribution, or b) monthly installments over a
specified period of time not to exceed the lesser of: (i) ten calendar years,
or (ii) the life expectancy of the participant or the joint life expectancy of
the participant and his/her beneficiary. For benefit payments equal to or less
than $5,000, the Plan Administrator may direct the Trustee to make a lump sum
payment to the participant or beneficiary. Each distribution will be in cash,
except that a participant may elect to have the portion of his/her account that
is invested in the UPC Stock fund and the UPRG Stock fund distributed in full
shares of stock. The portion of a participant's PAYSOP account and UPRG ESOP
account will be distributed in full shares of stock provided, however, that a
participant might elect to receive a distribution from these accounts in cash.
All installment distributions will be made in cash. In-kind distributions will
be lump sum and any fractional shares will be distributed in cash. A
participant may make an in-service withdrawal from his/her account in
accordance with the Plan's provisions.
Forfeitures
When certain terminations of participation in the Plan occur, the nonvested
portion of a participant's account, as defined by the Plan, represents a
potential forfeiture. Such potential forfeitures reduce subsequent Company
contributions to the Plan. However, if upon reemployment the former participant
fulfills certain requirements as defined in the Plan, the previously forfeited
nonvested portion of the participant's account may be restored through Company
contributions.
Amounts summarized below represent Company contributions forfeited for the year
ended December 31, 1998 and 1997.
1998 1997
-------- --------
Company contributions forfeited $ 8,704 $ 19,363
======== ========
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accounts of the Plan have been maintained on the accrual basis in
accordance with generally accepted accounting principles. The Plan is subject
to the provisions of ERISA and the financial statements and schedules are
prepared in accordance with the financial reporting requirements of ERISA, as
permitted by the Securities and Exchange Commission's amendments to Form 11-K
adopted during 1990.
Investment Valuation and Income Recognition
The Plan's investments in shares of registered investment companies are valued
at quoted market prices that represent the net asset value of shares held by
the Plan at the year-end Daily Valuation. The Company stock funds are valued at
their year-end unit closing price (comprised of year-end market prices plus
uninvested cash position).
9
13
Investments in GICs are valued at contract value, which approximates fair
value. Contract value represents cost plus reinvested interest. Participant
loans are valued at cost, which approximates fair value.
Purchases and sales of investments are recorded on a trade date basis. Interest
income is accrued when earned. Dividend income is recorded on the ex-dividend
date. Capital gain distributions are included in dividend income.
Payment of Benefits
Benefit distributions are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of additions and deductions during the reporting period.
Actual results could differ from those estimates.
3. INVESTMENTS
During the year ended December 31, 1998, participants were allowed to allocate
their contributions among the following investment options:
UPR Fixed Income Fund: The fund is comprised of investments in GICs and the
Vanguard Retirement Savings Trust. The estimated fair values of the GICs at
December 31, 1998 and 1997 were $9,288,240 and $17,265,301, respectively. The
crediting interest rates of the GICs at December 31, 1998 and 1997 ranged from
7.03% to 7.81% and from 6.05% to 7.85%, respectively. These rates are
guaranteed and not subject to reset. The average yields, in the aggregate were
approximately 7.13% for 1998 and approximately 7.09% for 1997. GICs are held
with insurance companies rated at least AA by Standard & Poors and will mature
on or before December 15, 1999. The respective insurance companies
unconditionally guarantee the principal and interest. The Vanguard Retirement
Savings Trust is composed of contracts issued by financial institutions and
backed by high quality bonds and bond mutual funds. As the GICs expire, the
proceeds will be reinvested in the Vanguard Retirement Savings Trust.
Vanguard 500 Index Fund: The fund seeks to provide long-term growth of capital
and income from dividends by holding all of the 500 stocks that make up the
unmanaged Standard & Poor's 500 Composite Stock Index, a widely recognized
benchmark of U.S. stock market performance.
Vanguard U.S. Growth Fund: The fund seeks to provide long-term growth of
capital by investing in large, high-quality, seasoned U.S. companies with
records of exceptional growth and above-average prospects for future growth.
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14
Vanguard Wellington Fund: The fund seeks to provide income and long-term growth
of capital without undue risk to capital by investing its assets in common
stocks and fixed income securities.
Vanguard International Growth Fund: The fund seeks to provide long-term growth
of capital by investing in stocks of high-quality, seasoned companies based
outside the United States. Stocks are selected from more than 15 countries.
Vanguard Total Bond Market Index Fund: The fund seeks to provide a high level
of interest income by attempting to match the investment performance of the
unmanaged Lehman Brothers Aggregate Bond Index.
Vanguard Prime Money Market Fund: The fund seeks to provide high income and a
stable share price of $1 by investing in short-term, high-quality money market
instruments issued by financial institutions, nonfinancial corporations, the
U.S. government and federal agencies.
Rainier Small/Mid Cap Equity Portfolio: The fund seeks long-term capital
appreciation. The fund normally invests its assets in equities issued by
companies with small and medium market capitalization.
Plan investments with a fair value greater than 5% of the Plan's net assets
available for benefits are identified as follows:
December 31,
--------------------------
1998 1997
------------ ------------
UPR Fixed Income Fund
Retirement Savings Trust Fund $ 35,638,943 $ 25,366,227
GICs 9,288,240 17,265,301
Vanguard 500 Index Fund 78,309,902 64,805,384
Vanguard U.S. Growth Fund 22,591,939 15,986,026
Vanguard Wellington Fund 16,721,904 14,760,211
UPC Stock Fund 12,913,725 20,157,793
4. EMPLOYEE STOCK OWNERSHIP PLAN
On January 2, 1997, the Trustee, on behalf of the UPRG ESOP (the Plan's ESOP
feature), purchased 3,700,000 shares of common stock of the Company (the "ESOP
Shares") for $107,300,000. The ESOP shares were purchased with the proceeds
from a note payable from the Company. The note payable requires repayment of
principal and interest thereon at a fixed rate of 7.5% per annum over a maximum
term of 30 years beginning in January 1997 and is collateralized by the ESOP
shares. Note payments are funded with dividends paid on the ESOP shares
(whether or not allocated) and with cash contributions from the Company. As
note payments are made, shares are released from collateral, based on the
proportion of debt service paid. ESOP shares released from collateral are
allocated to participant accounts in amounts necessary to: a) meet the
Company's 200% matching requirement and b) replace the value of any dividends
on ESOP shares allocated to participant
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15
accounts which are used to repay the note payable from the Company. Principal
or interest prepayments may be made to ensure that the Company's matching
obligation is met. As a result of 1998 prepayments of principal and interest,
current principal and interest requirements on the note payable are $7.0
million annually. At December 31, 1998, the note payable balance of $86,291,322
approximates fair value. Currently scheduled amortization of the note payable
is as follows: 1999 - $6,627,550; 2000 - $1,100,000; 2001 - $1,188,000; 2002 -
$1,282,000; 2003 - $1,384,000 and thereafter - $74,709,772.
Once the ESOP shares are allocated to participant accounts, the Company has no
rights against such ESOP shares. Accordingly, the financial statements of the
Plan for the year ended December 31, 1998 present separately the assets and
liabilities of the UPRG ESOP and changes therein pertaining to: a) the
accounts of employees with vested rights in allocated stock (UPRG ESOP -
Allocated) and b) stock not yet allocated to employees (UPRG ESOP -
Unallocated).
At December 31, 1998, the UPRG ESOP's investments are presented in the
following table:
Allocated Unallocated
--------- -----------
Company Common Stock:
Number of Shares: 579,759 3,106,222
============ ============
Cost $ 11,115,874 $ 90,080,438
============ ============
Market $ 5,255,636 $ 28,150,137
============ ============
5. RELATED PARTY TRANSACTIONS
The Plan invests in shares of mutual funds managed by an affiliate of the
Trustee. The Trustee acts as trustee for only those investments as defined by
the Plan. Transactions in such investments qualify as party-in-interest
transactions which are exempt from the prohibited transaction rules.
6. PLAN EXPENSES
The Company, as provided by the Plan document, pays the Plan's expenses and
reimbursement from the Plan is not required.
7. PLAN AMENDMENTS
Effective January 1, 1997, the Company established the UPRG ESOP (see Notes 1
and 4). During 1998 and 1997, all employer contributions were invested in the
UPRG ESOP. Additionally, a participant is 100% vested at all times in the
portion of his/her account derived from Company contributions since January 1,
1997. On April 17, 1998, the Plan was amended and restated effective January 1,
1997. Each regular full-time employee is automatically enrolled in the Plan on
his/her date of employment with an employee contribution rate of 3% of
compensation, as defined by the Plan, unless such employee completes a form
indicating his/her election not to participate. Each regular part-time employee
is automatically enrolled in the Plan after completion of twelve months of
service and 1,000 hours of employment unless such employee completes a form
indicating his/her
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16
election not to participate. All such contributions are invested in the
Vanguard Prime Money Market Fund until each employee makes his/her personal
election.
8. FEDERAL INCOME TAXES
The Internal Revenue Service ("IRS") has determined and informed the Company by
a letter dated July 27, 1995 that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code ("IRC"). The
Plan has been amended since receiving the determination letter. However, the
Plan Administrator and the Plan's tax counsel believe that the Plan is designed
and currently being operated in compliance with the applicable requirements of
the IRC.
With respect to the operation of the Plan, Plan management was aware of certain
operational defects that could adversely affect the tax-exempt status of the
Plan. These operational defects were corrected through the use of the Voluntary
Compliance Resolution (VCR) program. Submission to the VCR program was
originally made on August 5, 1996. Restated submissions were made in 1997. The
IRS issued a compliance letter on June 11, 1998 in relation to the VCR. The
letter required that all known operational defects be corrected by February 6,
1999. The corrections for the operational defects were implemented by February
6, 1999.
9. PLAN TERMINATION
Although the Plan is intended to be continued by the Company, the Company
reserves the right to amend or terminate the Plan. In the event of a Plan
termination or partial termination, or the Company permanently ceases to make
contributions, all invested amounts shall immediately vest and be
nonforfeitable. All funds shall continue to be held for distribution as
provided by the Plan.
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UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
- -------------------------------------------------------------------------------
EIN: 13-2626465
PN: 005
Interest
Identity of Issue or Party Involved Investment Type Rate Cost Current Value
----------------------------------- --------------- ---- ---- -------------
UPR Fixed Income Fund
AIG Life Unallocated Insurance Contract 7.81% $ 2,602,712 $ 2,602,712
Metropolitan Life Unallocated Insurance Contract 7.03% 3,207,913 3,207,913
New York Life Unallocated Insurance Contract 7.16% 3,477,615 3,477,615
* Vanguard Retirement Savings Trust Registered Investment Company 5.93% 35,749,513 35,638,943
Vanguard:
* 500 Index Fund Registered Investment Company 49,012,347 78,309,902
* U.S. Growth Fund Registered Investment Company 15,384,687 22,591,939
* Wellington Fund Registered Investment Company 14,794,956 16,721,904
* International Growth Fund Registered Investment Company 7,284,582 8,740,541
* Total Bond Market Index Fund Registered Investment Company 4,235,583 4,332,798
* Prime Money Market Fund Registered Investment Company 5,656,190 5,656,190
Rainier:
* Small/Mid Cap Equity Portfolio Registered Investment Company 2,473,090 2,395,907
* UPC Stock Fund UPC Common Stock, $2.50 par value 7,603,959 12,913,725
* UPRG Stock Fund UPRG Common Stock, no par value 13,852,932 6,690,697
* PAYSOP UPRG Common Stock, no par value 879,181 848,610
* UPRG ESOP - Allocated UPRG Common Stock, no par value 11,115,874 5,255,636
* UPRG ESOP - Unallocated UPRG Common Stock, no par value 90,080,438 28,150,137
* Participant Loan Fund Participant Loans 6%-10.5% 5,562,857
------------
Total assets held for investment purposes $243,098,026
============
* Party in Interest.
This supplemental schedule lists assets held for investment purposes at
December 31, 1998 as required by the Department of Labor Rules and
Regulations for Reporting and Disclosure.
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18
UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
- -------------------------------------------------------------------------------
EIN: 13-2626465
PN: 005
Total Total Asset Value on
Identity of Party/ Number of Number of Purchase Selling Cost of Transaction
Description of Asset Purchases Sales Price Price Asset Date Net Gain
-------------------- --------- ----- ----- ----- ----- ---- --------
INDIVIDUAL TRANSACTIONS:
None
SERIES TRANSACTIONS:
The Vanguard Group:
UPR Fixed Income Fund 260 -- $16,636,309 $16,636,309
-- 388 $ 14,345,583 $ 14,299,315 14,345,583 $ 46,268
The Vanguard Group:
500 Index Fund 317 -- 12,490,376 12,490,376
-- 307 15,766,731 12,099,270 15,766,731 3,667,461
The Vanguard Group:
U.S. Growth Fund 281 -- 11,708,835 11,708,835
-- 247 10,080,523 8,667,681 10,080,523 1,412,842
The Vanguard Group:
Prime Money Market Fund 211 -- 10,464,820 10,464,820
-- 116 6,143,011 6,143,011 6,143,011 --
This supplemental schedule lists all series and individual
transactions in excess of 5% of the fair value of plan assets
at the beginning of the year as required by the
Department of Labor Rules and Regulations for Reporting and Disclosure.
15