Union Pacific Railroad Company: SEC Filing :

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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, 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).

2 The undersigned Registrant hereby amends its Annual Report on Form 10-K for the fiscal year ended December 31, 1993 to include the following exhibits: Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a) (3) Exhibits Exhibit Number Exhibit - - - -------------- ------- (23) Independent Auditors' Consents (99)(a) Financial Statements for the Fiscal Year ended December 31, 1993 required by Form 11-K for the Union Pacific Corporation Thrift Plan. (99)(b) Financial Statements for the Fiscal Year ended December 31, 1993 required by Form 11-K for the USPCI, Inc. Savings Plan. (99)(c) Financial Statements for the Fiscal Year ended December 31, 1993 required by Form 11-K for the Union Pacific Fruit Express Company Agreement Employee 401(k) Retirement Thrift Plan. (99)(d) Financial Statements for the Fiscal Year ended December 31, 1993 required by Form 11-K for the Skyway Retirement Savings Plan. (99)(e) Financial Statements for the Fiscal Year ended December 31, 1993 required by Form 11-K for the Union Pacific Agreement Employee 401(k) Retirement Thrift Plan.

3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, on this 28th day of June 1994. UNION PACIFIC CORPORATION By/s/ L. White Matthews, III ------------------------------------------ (L. White Matthews, III, Executive Vice President - Finance and Principal Financial Officer)

4 EXHIBIT INDEX ------------- Exhibit Number Exhibit - - - -------------- ------- (23) Independent Auditors' Consents (99)(a) Financial Statements for the Fiscal Year ended December 31, 1993 required by Form 11-K for the Union Pacific Corporation Thrift Plan. (99)(b) Financial Statements for the Fiscal Year ended December 31, 1993 required by Form 11-K for the USPCI, Inc. Savings Plan. (99)(c) Financial Statements for the Fiscal Year ended December 31, 1993 required by Form 11-K for the Union Pacific Fruit Express Company Agreement Employee 401(k) Retirement Thrift Plan. (99)(d) Financial Statements for the Fiscal Year ended December 31, 1993 required by Form 11-K for the Skyway Retirement Savings Plan. (99)(e) Financial Statements for the Fiscal Year ended December 31, 1993 required by Form 11-K for the Union Pacific Agreement Employee 401(k) Retirement Thrift Plan.

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 16, 1994 appearing in Exhibit 99(a) of Amendment No. 1 to the Annual Report on Form 10-K of Union Pacific Corporation for the fiscal year ended December 31, 1993. /s/ Deloitte & Touche DELOITTE & TOUCHE New York, New York June 28, 1994

Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33- 52277 of Union Pacific Corporation on Form S-8 of our report dated May 13, 1994 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, 1993. /s/ Deloitte & Touche DELOITTE & TOUCHE Houston, Texas June 28, 1994

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 May 9, 1994 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, 1993. /s/ Deloitte & Touche DELOITTE & TOUCHE Omaha, Nebraska June 28, 1994

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 23, 1994 appearing in Exhibit 99(d) of Amendment No. 1 to the Annual Report on Form 10-K of Union Pacific Corporation for the year ended December 31, 1993. /s/ Deloitte & Touche DELOITTE & TOUCHE San Jose, California June 27, 1994

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 May 9, 1994 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, 1993. /s/ Deloitte & Touche DELOITTE & TOUCHE Omaha, Nebraska June 27, 1994

EXHIBIT 99(a) FINANCIAL STATEMENTS OF THE UNION PACIFIC CORPORATION THRIFT PLAN FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993

F-1 UNION PACIFIC CORPORATION THRIFT PLAN INDEX TO FINANCIAL STATEMENTS Page --------- Independent Auditors' Report . . . . . . . . . . . . . . . . F-2 Financial Statements: Statement of Net Assets Available for Benefits, with Fund Information as of December 31, 1993. F-3 - F-4 Statement of Net Assets Available for Benefits, with Fund Information as of December 31, 1992. F-5 - F-6 Statement of Changes in Net Assets Available for Benefits, with Fund Information for the year ended December 31, 1993 . . . . . . . . . . . F-7 - F-8 Statement of Changes in Net Assets Available for Benefits, with Fund Information for the year ended December 31, 1992 . . . . . . . . . . . F-9 - F-10 Notes to Financial Statements . . . . . . . . . . . F-11 Supplemental schedules required by the Employee Retirement Income Security Act of 1974 are disclosed separately in Master Trust reports filed with the Department of Labor

F-2 INDEPENDENT AUDITORS' REPORT ---------------------------- To the Trustees and Participants of the Union Pacific Corporation Thrift Plan: We have audited the accompanying statements of net assets available for benefits of the Union Pacific Corporation 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 conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. 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 the purpose of additional analysis and is not a required part of the basic financial statements. The Fund Information has not been subjected to a separate audit and we express no separate opinion on such information. This information is the responsibility of the Plan's management. However, the information by fund has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/DELOITTE & TOUCHE New York, New York June 16, 1994

F-3 Page 1 of 2 UNION PACIFIC CORPORATION THRIFT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1993 FUND INFORMATION ------------------------------------------------------ Company Total Company Equity Fixed Stock Plan Stock Index Income (PAYSOP) ----- ------- ------ ------ -------- ASSETS: Investments at Fair Value (Note 3)......................... $299,905,154 $107,421,068 $51,378,881 $89,408,145 $8,016,614 Accounts Receivable: Accrued Interest and Dividends... 718,119 667,851 -- -- 50,268 Due from (to) Other Funds........ -- -- -- -- -- Contributions Receivable: Participants..................... -- -- -- -- -- Company.......................... -- -- -- -- -- ------------ ------------ ----------- ----------- ---------- Total Assets.................. 300,623,273 108,088,919 51,378,881 89,408,145 8,066,882 ------------ ------------ ----------- ----------- ---------- LIABILITIES: Forfeitures to be Applied (Note 1)......................... -- -- -- -- -- ------------ ------------ ----------- ----------- ---------- Total Liabilities............. -- -- -- -- -- ------------ ------------ ----------- ----------- ---------- Net Assets Available for Benefits..................... $300,623,273 $108,088,919 $51,378,881 $89,408,145 $8,066,882 ============ ============ =========== =========== ========== The accompanying notes to financial statements are an integral part of these statements.

F-4 Page 2 of 2 UNION PACIFIC CORPORATION THRIFT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1993 FUND INFORMATION -------------------------------------------------------------------- Loan U.S. International Bond Fund Wellington Growth Growth Index ---- ---------- ------ ------------- ----- ASSETS: Investments at Fair Value (Note 3)......................... $14,839,589 $11,232,599 $3,339,795 $11,785,693 $2,482,770 Accounts Receivable: Accrued Interest and Dividends... -- -- -- -- -- Due from (to) Other Funds........ -- -- -- -- -- Contributions Receivable: Participants..................... -- -- -- -- -- Company.......................... -- -- -- -- -- ----------- ----------- ---------- ----------- ---------- Total Assets.................. 14,839,589 11,232,599 3,339,795 11,785,693 2,482,770 ----------- ----------- ---------- ----------- ---------- LIABILITIES: Forfeitures to be Applied (Note 1)......................... -- -- -- -- -- ----------- ----------- ---------- ----------- ---------- Total Liabilities............. -- -- -- -- -- ----------- ----------- ---------- ----------- ---------- Net Assets Available for Benefits..................... $14,839,589 $11,232,599 $3,339,795 $11,785,693 $2,482,770 =========== =========== ========== =========== ========== The accompanying notes to financial statements are an integral part of these statements.

F-5 Page 1 of 2 UNION PACIFIC CORPORATION THRIFT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1992 FUND INFORMATION ----------------------------------------------------- Company Total Company Equity Fixed Stock Plan Stock Index Income (PAYSOP) ----- ------- ------ ------ -------- ASSETS: Investments at Fair Value (Note 3)......................... $261,005,736 $ 99,624,182 $48,726,129 $83,552,988 $7,589,192 Accounts Receivable: Accrued Interest and Dividends... 750,888 627,206 -- -- 47,674 Due from (to) Other Funds........ -- 194,627 107,358 147,505 -- Contributions Receivable: Participants..................... 60,230 19,004 13,924 17,177 -- Company.......................... 32,351 8,564 10,639 8,111 -- ------------ ------------ ----------- ----------- ---------- Total Assets.................. 261,849,205 100,473,583 48,858,050 83,725,781 7,636,866 ------------ ------------ ----------- ----------- ---------- LIABILITIES: Forfeitures to be Applied (Note 1)......................... 14,271 -- -- 14,271 -- ------------ ------------ ----------- ----------- ---------- Total Liabilities............. 14,271 -- -- 14,271 -- ------------ ------------ ----------- ----------- ---------- Net Assets Available for Benefits..................... $261,834,934 $100,473,583 $48,858,050 $83,711,510 $7,636,866 ============ ============ =========== =========== ========== The accompanying notes to financial statements are an integral part of these statements.

F-6 Page 2 of 2 UNION PACIFIC CORPORATION THRIFT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1992 FUND INFORMATION ------------------------------------------------------------------- Loan U.S. International Bond Fund Wellington Growth Growth Index ---- ---------- ------ ------------- ----- ASSETS: Investments at Fair Value (Note 3)......................... $14,191,099 $ 3,172,943 $1,931,427 $ 738,649 $1,479,127 Accounts Receivable: Accrued Interest and Dividends... 76,008 -- -- -- -- Due from (to) Other Funds........ (467,200) 8,824 4,934 1,288 2,664 Contributions Receivable: Participants..................... -- 3,743 3,848 445 2,089 Company.......................... -- 1,208 1,767 206 1,856 ----------- ----------- ---------- ----------- ---------- Total Assets.................. 13,799,907 3,186,718 1,941,976 740,588 1,485,736 ----------- ----------- ---------- ----------- ---------- LIABILITIES: Forfeitures to be Applied (Note 1)......................... -- -- -- -- -- ----------- ----------- ---------- ----------- ---------- Total Liabilities............. -- -- -- -- -- ----------- ----------- ---------- ----------- ---------- Net Assets Available for Benefits..................... $13,799,907 $3,186,718 $1,941,976 $ 740,588 $1,485,736 =========== =========== ========== =========== ========== The accompanying notes to financial statements are an integral part of these statements.

F-7 Page 1 of 2 UNION PACIFIC CORPORATION THRIFT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS December 31, 1993 FUND INFORMATION ----------------------------------------------------- Company Total Company Equity Fixed Stock Plan Stock Index Income (PAYSOP) ----- ------- ------ ------ -------- Investment Income: Dividend Income: Union Pacific Corporation Common Stock.................. $ 2,750,403 $ 2,557,875 $ -- $ -- $ 192,528 Other.......................... 2,175,536 -- 1,464,712 -- -- Interest Income.................. 7,712,604 29,356 -- 6,530,304 2,964 ------------ ------------ ----------- ----------- ---------- 12,638,543 2,587,231 1,464,712 6,530,304 195,492 Net Appreciation (Depreciation) in Fair Value of Investments (Note 3)......................... 14,136,960 7,944,187 3,436,532 173,577 528,567 Net Transfers Among Funds.......... -- (6,530,041) (6,196,004) (3,875,336) -- Contributions by: Participants..................... 16,652,997 5,557,937 4,212,638 5,001,785 -- Company (Net of Forfeitures- Note 1)........................ 6,164,034 2,210,589 1,518,354 1,815,602 -- Distributions to Participants...... (11,032,945) (4,153,904) (1,999,230) (4,091,505) (298,720) Net Transfer of Assets from (to) the Union Pacific Resources Thrift Plan...................... 228,750 (663) 83,829 142,208 4,677 ------------ ------------ ----------- ----------- ---------- Net Increase....................... 38,788,339 7,615,336 2,520,831 5,696,635 430,016 Net Assets Available for Benefits at Beginning of Year............. 261,834,934 100,473,583 48,858,050 83,711,510 7,636,866 ------------ ------------ ----------- ----------- ---------- Net Assets Available for Benefits at End of Year................... $300,623,273 $108,088,919 $51,378,881 $89,408,145 $8,066,882 ============ ============ =========== =========== ========== The accompanying notes to financial statements are an integral part of these statements.

F-8 Page 2 of 2 UNION PACIFIC CORPORATION THRIFT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS December 31, 1993 FUND INFORMATION ------------------------------------------------------------------- Loan U.S. International Bond Fund Wellington Growth Growth Index ---- ---------- ------ ------------- ----- Investment Income: Dividend Income: Union Pacific Corporation Common Stock.................. $ -- $ -- $ -- $ -- $ -- Other.......................... -- 571,221 45,906 93,697 -- Interest Income.................. 984,452 -- -- -- 165,528 ----------- ----------- ---------- ----------- ---------- 984,452 571,221 45,906 93,697 165,528 Net Appreciation (Depreciation) in Fair Value of Investments (Note 3)......................... -- 289,564 (53,324) 1,799,615 18,242 Net Transfers Among Funds.......... 326,717 6,297,673 857,138 8,574,277 545,576 Contributions by: Participants..................... -- 781,232 459,582 441,433 198,390 Company (Net of Forfeitures- Note 1)........................ -- 255,561 148,806 145,158 69,964 Distributions to Participants...... (271,487) (149,370) (59,654) (9,075) -- Net Transfer of Assets from (to) the Union Pacific Resources Thrift Plan...................... -- -- (635) -- (666) ----------- ----------- ---------- ----------- ---------- Net Increase....................... 1,039,682 8,045,881 1,397,819 11,045,105 997,034 Net Assets Available for Benefits at Beginning of Year............. 13,799,907 3,186,718 1,941,976 740,588 1,485,736 ----------- ----------- ---------- ----------- ---------- Net Assets Available for Benefits at End of Year................... $14,839,589 $11,232,599 $3,339,795 $11,785,693 $2,482,770 =========== =========== ========== =========== ========== The accompanying notes to financial statements are an integral part of these statements.

F-9 Page 1 of 2 UNION PACIFIC CORPORATION THRIFT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS December 31, 1992 FUND INFORMATION ----------------------------------------------------- Company Total Company Equity Fixed Stock Plan Stock Index Income (PAYSOP) ----- ------- ------ ------ -------- Investment Income: Dividend Income: Union Pacific Corporation Common Stock.................. $ 2,609,112 $ 2,426,839 $ -- $ -- $ 182,273 Other.......................... 1,377,990 -- 1,244,794 -- -- Interest Income.................. 6,155,725 28,924 -- 5,189,561 2,172 ------------ ------------ ----------- ----------- ---------- 10,142,827 2,455,763 1,244,794 5,189,561 184,445 Net Appreciation (Depreciation) in Fair Value of Investments (Note 3)......................... 16,360,163 11,695,795 2,255,489 1,440,708 968,746 Net Transfers Among Funds.......... -- (7,719,334) (2,479,719) (636,368) -- Contributions by: Participants..................... 15,754,335 5,380,606 4,490,259 5,462,084 -- Company (Net of Forfeitures- Note 1)........................ 5,949,479 2,179,330 1,626,502 2,031,054 -- Distributions to Participants...... (8,947,191) (2,707,564) (1,558,168) (4,153,323) (191,877) Net Transfer of Assets from (to) the Union Pacific Resources Thrift Plan...................... 160,077 52,772 48,547 47,532 3,831 ------------ ------------ ----------- ----------- ---------- Net Increase....................... 39,419,690 11,337,368 5,627,704 9,381,248 965,145 Net Assets Available for Benefits at Beginning of Year............. 222,415,244 89,136,215 43,230,346 74,330,262 6,671,721 ------------ ------------ ----------- ----------- ---------- Net Assets Available for Benefits at End of Year................... $261,834,934 $100,473,583 $48,858,050 $83,711,510 $7,636,866 ============ ============ =========== =========== ========== The accompanying notes to financial statements are an integral part of these statements.

F-10 Page 2 of 2 UNION PACIFIC CORPORATION THRIFT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS December 31, 1992 FUND INFORMATION -------------------------------------------------------------------- Loan U.S. International Bond Fund Wellington Growth Growth Index ---- ---------- ------ ------------- ----- Investment Income: Dividend Income: Union Pacific Corporation Common Stock.................. $ -- $ -- $ -- $ -- $ -- Other.......................... -- 88,333 30,349 14,514 -- Interest Income.................. 893,427 -- -- -- 41,641 ----------- ----------- ---------- ----------- ---------- 893,427 88,333 30,349 14,514 41,641 Net Appreciation (Depreciation) in Fair Value of Investments (Note 3)......................... -- 16,614 49,737 (50,330) (16,596) Net Transfers Among Funds.......... 4,188,402 2,898,616 1,725,243 734,731 1,288,429 Contributions by: Participants..................... -- 135,739 102,359 31,242 152,046 Company (Net of Forfeitures- Note 1)........................ -- 47,416 34,530 10,431 20,216 Distributions to Participants...... (336,017) -- (242) -- -- Net Transfer of Assets from (to) the Union Pacific Resources Thrift Plan...................... 7,395 -- -- -- -- ----------- ----------- ---------- ----------- ---------- Net Increase....................... 4,753,207 3,186,718 1,941,976 740,588 1,485,736 Net Assets Available for Benefits at Beginning of Year............. 9,046,700 -- -- -- -- ----------- ----------- ---------- ----------- ---------- Net Assets Available for Benefits at End of Year................... $13,799,907 $ 3,186,718 $1,941,976 $ 740,588 $1,485,736 =========== =========== ========== =========== ========== The accompanying notes to financial statements are an integral part of these statements.

F-11 UNION PACIFIC CORPORATION THRIFT PLAN NOTES TO FINANCIAL STATEMENTS 1. Description of Plan ------------------- The following description of the Union Pacific Corporation 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 was adopted in October 1973 by the Board of Directors of Union Pacific Corporation (the "Company") and approved by its stockholders in May 1974. Under the terms of the Plan, non-agreement employees generally become eligible to participate in the Plan after completing twelve months continuous service and working at least 1,000 hours. Effective July 1, 1992, the Plan added the following four investment options: the Vanguard/Wellington Fund ("Wellington"), Vanguard U.S. Growth Portfolio ("U.S. Growth"), Vanguard International Growth Portfolio (International Growth"), and the Total Bond Market ("Bond Index"). Contributions - The Company contributes to the Plan on behalf of each participant an amount equal to 50% of the participant's contribution with such Company contribution limited to 3% of the participant's base salary. The Plan meets the requirements of section 401(k) of the Internal Revenue Code, which (i) permits certain employee contributions to be withheld on a "salary deferral" basis, so that amounts deducted will not be included in the employee's income for Federal income tax purposes, (ii) allows employees to contribute up to 16% of their salary to the Plan, (iii) provides for payroll based employee stock ownership plan contributions ("PAYSOP"), and (iv) make various other changes intended to give participants greater control and flexibility with respect to Plan investments. Loans to Participants - In June 1985, the loan provisions of the Plan were approved by the Internal Revenue Service and became effective. The amount of a loan is limited to one-half of the vested value of a participant's accounts, excluding PAYSOP and subject to a minimum and maximum loan amount as well as limitations based on salary level. 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 5.5% to 10.5%. The number of loans outstanding at December 31, 1993 and 1992 was 1,824 and 1,746, respectively.

F-12 UNION PACIFIC CORPORATION THRIFT PLAN NOTES TO FINANCIAL STATEMENTS -- (Continued) Participant Accounts - Aggregate monthly employee and Company contributions, may be invested entirely in the Company Stock Fund (Company Stock), Equity Index Fund (Equity Index), Fixed Income Fund (Fixed Income), Wellington, U.S. Growth, International Growth, or the Bond Index or any combination thereof, in multiples of 5% in accordance with separate elections by each employee. At December 31, 1993 and 1992, 5,319 and 5,298 members of the Plan held interests in 4,816 and 4,804 Company Stock accounts, 2,727 and 2,798 Equity Index accounts, 3,107 and 3,226 Fixed Income accounts 732 and 255 Wellington accounts, 345 and 211 U.S. Growth accounts, 659 and 115 International Growth accounts, and 321 and 153 Bond Index accounts, respectively. In addition, 3,526 and 3,737 members held interests in PAYSOP accounts at December 31, 1993 and 1992, respectively. Participants' Plan accounts are maintained on a unit basis. Under this method, an employee's account value is expressed in units of participation, 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 the Trustee, based on the current market values, or contract value in the case of Guaranteed Investment Contracts (GIC), of the underlying assets of the Fund. The number of units at December 31, 1993 and 1992, and the unit values at the end of each quarter within the year then ended were as follows: 1993 1992 ---- ---- COMPANY STOCK Number of Units...................... 8,016,498 7,950,853 Unit Value -December 31.............. $ 13.40 $ 12.53 -September 30............. 13.37 11.66 -June 30.................. 13.05 10.75 -March 31................. 12.97 10.10 EQUITY INDEX Number of Units...................... 4,221,765 4,285,500 Unit Value -December 31.............. $ 12.17 $ 11.37 -September 30............. 12.02 10.97 -June 30.................. 11.78 10.70 -March 31................ 11.79 10.57 FIXED INCOME Number of Units...................... 8,506,960 7,965,013 Unit Value -December 31.............. $ 10.51 $ 10.49 -September 30............. 10.55 10.58 -June 30.................. 10.54 10.50 -March 31................. 10.55 10.43 PAYSOP Number of Units...................... 598,255 605,682 Unit Value -December 31.............. $ 13.40 $ 12.53 -September 30............. 13.37 11.66 -June 30.................. 13.05 10.75 -March 31................. 12.97 10.10

F-13 UNION PACIFIC CORPORATION THRIFT PLAN NOTES TO FINANCIAL STATEMENTS -- (Continued) 1993 1992 ---- ---- WELLINGTON Number of Units...................... 550,618 165,602 Unit Value -December 31.............. $ 20.40 $ 19.16 -September 30............. 20.69 19.16 -June 30.................. 20.31 -- -March 31................. 19.95 -- U.S. GROWTH Number of Units...................... 223,697 125,744 Unit Value -December 31.............. $ 14.93 $ 15.36 -September 30............. 14.65 14.93 -June 30.................. 14.56 -- -March 31................. 14.90 -- INTERNATIONAL GROWTH Number of Units...................... 872,368 78,496 Unit Value -December 31.............. $ 13.51 $ 9.41 -September 30............. 12.11 9.93 -June 30.................. 10.88 -- -March 31................. 10.14 -- BOND INDEX Number of Units...................... 246,796 149,709 Unit Value -December 31.............. $ 10.06 $ 9.88 -September 30............. 10.34 10.11 -June 30.................. 10.22 -- -March 31................. 10.11 -- Vesting - Vesting is based exclusively upon years of service. Participants at all times have a 100% vested interest in their voluntary contributions plus actual earnings thereon and their PAYSOP account. A participant's vested interest in the portion of his/her account derived from Company contributions increases 25% every year, after two years of credited service, to 100% vested after five years of credited service. A participant's interest in the Company's 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. Payment of Benefits - A participant may elect to receive a final distribution under the Plan as either a cash lump sum distribution, or in monthly installments over a specified period of time not to exceed the lesser of ten calendar years or the life expectancy of the participant or the joint life expectancy of the participant and his/her beneficiary as prescribed in the Treasury Regulations. Final distributions of PAYSOP accounts must be lump sum distributions. For benefit payments equal to or less than $3,500, the Plan Administrator may direct the Trustee to make a lump sum payment to the participant or beneficiary. A participant has the option to receive the value of his/her PAYSOP account and the portion of his/her account invested in the Company Stock Fund in cash or in shares of such Company stock; in-kind distributions will be lump sum and any fractional shares will be distributed in cash. A withdrawal may be made by a participant from his/her account in accordance with the Plan's provisions.

F-14 UNION PACIFIC CORPORATION THRIFT PLAN NOTES TO FINANCIAL STATEMENTS -- (Continued) 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 years ended December 31, 1993 and 1992: 1993 1992 ---- ---- Company contributions forfeited................... $20,074 $28,492 Applied against current year contributions........ 20,074 14,221 ------- ------- Applied to reduce subsequent year contributions... $ -- $14,271 ======= ======= Administrative Expenses - All costs of Plan administration are borne by the Company. 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 are valued utilizing closing prices except for the investment in the GICs, which is valued at cost plus reinvested interest. Dividend income is recorded as of the ex-dividend date. Security transactions are recorded as of the trade date. 3. Investments - At December 31, 1993 and 1992 Plan investments were maintained in commingled funds of the Plan Trustees along with investments of another Company-administered Thrift Plan, within Master Trusts. Assets, liabilities, investment income, and security gains and losses are allocated monthly to the Plan based on its equity in the investments of the Master Trusts. At December 31, 1993 and 1992, the Plan held percentage interests in the Master Trusts of 83.5 and 83.8 in Company Stock (including PAYSOP), 66.0 and 67.4 in Equity Index, 64.1 and 63.8 in Fixed Income, 77.6 and 77.4 in the Loan Fund, 80.8 and 76.0 in Wellington, 77.7 and 61.2 in U.S. Growth, 77.6 and 71.3 in International Growth, and 72.4 and 75.1 in Bond Index. The Plan provides for separate funds for the investment of contributions. Participants may designate into which fund or funds their contributions and the Company matching contributions are to be directed within specific limits. At December 31, 1993 and 1992, Company Stock and PAYSOP are invested primarily in Union Pacific Common Stock. Equity Index is invested in the Vanguard Index Trust 500 Portfolio Fund at December 31, 1993 and 1992, which is designed to closely track the investment performance of the Standard and Poor's 500 Composite Stock Index. At December 31, 1993 and 1992, Fixed Income is comprised of investments in GICs with Aetna Life Insurance Company, John Hancock Mutual Life Insurance Company, and Metropolitan Life Insurance Company, which add interest at rates from 8.90% to 9.65%. These GICs are generally not longer than five years, the principal and interest of which are unconditionally guaranteed by the respective insurance companies. At December 31, 1993 and 1992, Fixed Income is also comprised of the Vanguard Fixed Income Securities Fund Short-Term Corporate Portfolio which is composed of Class A corporate bonds. As the GICs expire, the proceeds will be reinvested by Vanguard in new GICs, Bank Investment Contracts, or the Vanguard Fixed Income

F-15 UNION PACIFIC CORPORATION THRIFT PLAN NOTES TO FINANCIAL STATEMENTS -- (Continued) Securities Fund Short-Term Corporate Portfolio. Wellington is invested in the Vanguard/Wellington Fund at December 31, 1993, which is composed of common stocks and fixed-income securities. At December 31, 1993, U.S. Growth is invested in Vanguard U.S. Growth Portfolio which is composed of established U.S. growth stocks. International Growth is invested in the Vanguard International Growth Portfolio at December 31, 1993, which is composed of foreign common stocks with high growth potential. At December 31, 1993, Bond Index is invested in the Vanguard Bond Index Fund which is designed to closely track the investment performance of the Salomon Brothers Broad Investment- Grade Bond Index. 4. Plan Amendments - Effective April 1, 1993, the Plan was amended to provide that the account of a participant who cannot be located is forfeited and used to reduce Company match contributions to the Plan, pending reinstatement upon location. The Plan was amended and restated to reflect changes in the law, including those resulting from the Tax Reform Act of 1986. These amendments were approved by the Named Fiduciary - Plan Investments pursuant to a delegation of authority from the Company's Board of Directors. Effective July 1, 1992, the Plan was amended to allow four additional investment options. This amendment was approved by the Named Fiduciary - Plan Investments pursuant to a delegation of authority from the Company's Board of Directors. Effective July 30, 1992, the Plan was amended to allow the Named - Plan Administration to add wholly-owned subsidiaries of the Company to the Plan. This amendment was approved by the Company's Board of Directors. 5. Federal Income Taxes - The Company has received a letter of determination from the Internal Revenue Service that the Plan as amended, effective August 28, 1985, was qualified under section 401(a) of the Internal Revenue Code. The Plan Administrator and the Plan's tax counsel believe that the Plan as further amended is currently designed and being operated in compliance with section 401(a) of the Internal Revenue Code of 1986, as amended. The Company intends to submit the Plan to the Internal Revenue Service for a formal determination on the amended Plan as described above. Inasmuch as it is the opinion of Management that the Plan is qualified, employees participating in the Plan are not taxed on Company contributions made on their behalf, on employee contributions made on a pre-tax basis, on earnings on such Company contributions or pre-tax employee contributions, or on earnings on after-tax employee contributions, until any such amounts are distributed. In addition, no previous provision for Federal income taxes has made in the financial statements. 6. 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 in the Plan.

EXHIBIT 99(b) FINANCIAL STATEMENTS OF THE USPCI, INC. SAVINGS PLAN FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993

F-1 USPCI, INC. SAVINGS PLAN TABLE OF CONTENTS 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 Statements of Changes in Net Assets Available for Benefits F-4 Notes to Financial Statements F-5 - F-7 SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1993 AND FOR THE YEAR THEN ENDED: Assets Held for Investment F-8 Five Percent Reportable Transactions F-9

F-2 INDEPENDENT AUDITORS' REPORT To the Trustee and Participants of the USPCI, Inc. Savings Plan Houston, Texas We have audited the accompanying statements of net assets available for benefits of the USPCI, Inc. Savings 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 at 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 conducted 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. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1993 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 Houston, Texas May 13, 1994

F-3 USPCI, INC. SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1993 AND 1992 1993 1992 ----------- ----------- ASSETS: Investments $12,686,279 $ 9,812,697 Loans 725,485 512,135 Contributions receivable: Employer 46,999 Employee 182,962 193,217 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $13,641,725 $10,518,049 =========== =========== See notes to financial statements.

F-4 USPCI, INC. SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992 1993 1992 ----------- ----------- ADDITIONS: Investment income: Interest and dividend income $ 714,341 $ 502,824 Net appreciation in fair value of investments 418,433 203,647 ----------- ----------- Total 1,132,774 706,471 ----------- ---------- Employer contribution 398,970 384,145 Employee contributions 2,522,022 2,392,656 Rollover contributions 176,584 262,772 Interest on loans 47,750 38,596 ----------- ----------- Total additions 4,278,100 3,784,640 ----------- ----------- DEDUCTIONS - Benefit payments 1,154,424 824,901 ----------- ----------- INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 3,123,676 2,959,739 NET ASSETS AVAILABLE FOR BENEFITS, JANUARY 1 10,518,049 7,558,310 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31 $13,641,725 $10,518,049 =========== =========== See notes to financial statements.

F-5 USPCI, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992 1. PLAN DESCRIPTION ---------------- General - The USPCI, Inc. Savings Plan (the "Plan"), sponsored by USPCI, Inc., and participating subsidiaries (the "Company"), was established January 1, 1991. The Plan amended and restated the Profit Sharing Plan for Employees of USPCI Group (the "Predecessor Plan"), which was established January 1, 1987. The Plan is a defined contribution plan. All employees of the Company, other than temporary employees, are eligible to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. Contributions - Eligible participants may contribute up to 13 percent of their salary through payroll deductions before taxes. The Company may match up to 3 percent of an employee's salary that is contributed. The Company's contributions to the Plan for 1993 and 1992 were $398,970 and $384,145, respectively. Participant Accounts - A separate account is maintained for each participant by Vanguard Fiduciary Trust Company (the "Trustee"). The account balances for participants are adjusted on each valuation date as follows: . Participant accounts are reduced by any payments made from the accounts since the preceding valuation date. . Participant accounts are increased or reduced by the participant's allocable share of the net amount of income, gains and losses, and expenses of such applicable investment fund since the preceding valuation date. . Participant accounts are credited for any contributions made since the preceding valuation date. Vesting - Participants are fully vested in their plan account balances attributable to their own contributions. Vesting in the account balance attributable to Company contributions follows a sliding scale according to which participants are vested in their accumulated plan benefits 33 1/3% after three years of service; 66 2/3% after four years of service; and 100% after five years of service. Upon termination, nonvested portions of participant account balances are forfeited. The amounts forfeited by terminated participants reduce employer contributions. Forfeitures applied in 1993 and 1992 were approximately $293,913 and $190,700, respectively. Payment of Benefits - Upon retirement at the age of 65, death or disability (if earlier), or termination of employment (in the case of vested benefits), the balance in the separate account will be paid to the participant or his beneficiaries in a single-sum distribution. Benefits payable to withdrawn participants at December 31, 1993 and 1992 were $52,959 and $13,566, respectively, and are included in net assets available for benefits. Termination - While the Company has not expressed any intent to terminate the Plan, it is free to do so at any time. In the event of termination, each participant automatically becomes vested to the extent of the balance in his or her separate account. Administration - The Plan is administered by a committee (the "Plan Administrator") appointed by the Company.

F-6 Loans - Participants may borrow the lesser of (i) $50,000 or (ii) 50% of the vested account balance. Loans bear interest at a rate determined by the Plan Administrator and may be repaid over a period of up to five years. No loans are made for less than $1,000. The loans are secured by the pledge of one-half of the participant's entire account balance. 2. ACCOUNTING POLICIES ------------------- Determination of Tax Qualification - No provision for federal income taxes has been made in the financial statements of the Plan. The Internal Revenue Service has determined and informed the Company by letter dated March 1, 1989 that the Predecessor Plan is qualified and the trust fund established under this plan is tax-exempt, under the appropriate sections of the Internal Revenue Code of 1986, as amended (the "Code"). The Plan has been amended and restated since receiving the determination letter. However, the Company and the Plan Administrator believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement dates. As a result, the Company's contributions to the trust are not currently taxable when made, and income from any source is not taxable when realized by the trust. Investment Valuation - Values for securities are based on the quoted net asset value (redemption value) of the respective investment company at plan period end. Collective investment funds are valued at their contract values, which approximate fair value. 3. INVESTMENTS ----------- The following table presents the fair values of investments as determined by quoted net asset value: December 31, 1993 1992 ---- ---- Shares of registered investment companies: Wellington Fund $ 4,139,408 $3,037,509 VMMR - Prime Portfolio 95,653 151,165 Windsor II 4,166,200 2,888,022 U.S. Growth Fund 168,739 Common/collective trust - investment contract trust 4,116,279 3,736,001 ----------- ---------- Total investments at fair value $12,686,279 $9,812,697 =========== ========== 4. RELATED PARTY TRANSACTIONS -------------------------- During the years ended December 31, 1993 and 1992, the Plan purchased and sold shares and units of registered investment companies and common/collective trust funds managed by the Trustee as shown below. 1993 1992 ---------------------------- ------------------------- Sales, at Sales, at Purchases Current Values Purchases Current Value ---------- -------------- ---------- ------------- Wellington Fund $1,542,533 $ 654,060 $1,311,667 $446,751 VMMR-Prime Portfolio 239,433 294,945 279,662 190,727 Windsor II 1,543,384 476,145 1,268,547 365,957 Investment Contract Trust 1,395,167 1,007,581 1,516,643 776,748 U.S. Growth Fund 195,516 28,236

F-7 5. PLAN AMENDMENT -------------- Effective January 1, 1994, the Plan was amended to include Union Pacific Corporation's $2.50 par value Common Stock as an investment alternative. The Company's matching contributions were also increased to equal 50% of an employee's contributions up to 5% of compensation. Employees hired after December 31, 1993 must satisfy a one-year service requirement for participation.

F-8 USPCI, INC. SAVINGS PLAN Item 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT, DECEMBER 31, 1993 Number of Identity of Description of Units of Current Issuing Institution Investment Par Value Cost Value - - - -------------------- ----------- ---------- ---- ------ INVESTMENTS: Wellington Fund* Shares of Registered Investment Company 202,912 $ 3,844,076 $ 4,139,408 VMMR - Prime Portfolio* Shares of Registered Investment Company 95,653 95,653 95,653 Windsor II* Shares of Registered Investment Company 244,495 3,833,056 4,166,200 U.S. Growth Fund* Shares of Registered Investment Company 11,302 167,249 168,739 Investment Contract Trust* Common/Collective Trust 4,116,279 4,116,279 4,116,279 ----------- ------------ TOTAL INVESTMENTS $12,056,313 $12,686,279 =========== =========== LOANS Maturing over 1 to 4 years with interest rates ranging from 8% to 10.5% $725,485 $725,485 =========== =========== * Party-in-interest

F-9 USPCI, INC. SAVINGS PLAN Item 27d - SUPPLEMENTAL SCHEDULE OF FIVE PERCENT REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1993 Current Value Cost of of Asset on Identity of Description of Purchase Selling Asset Transaction Party Involved Assets Price Price Sold Date Gain - - - -------------- -------------- -------- ------- ------- ------------- ---- Single Transactions: - - - -------------------- None Series of Transactions: - - - ----------------------- Vanguard Fiduciary Trust Company* Wellington Fund: Purchases (72) $1,542,533 $1,542,533 Sales (110) $ 654,060 $ 600,987 654,060 $53,073 Windsor II: Purchases (82) 1,543,384 1,543,384 Investment Contract Trust: Purchases (129) 1,395,167 1,395,167 Sales (130) 1,007,581 1,007,581 1,007,581 * Party-in-interest

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

EXHIBIT 99(d) FINANCIAL STATEMENTS OF THE SKYWAY RETIREMENT SAVINGS PLAN FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993

F-1 SKYWAY RETIREMENT SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS Page ------ Independent Auditors' Report F-2 Financial Statements for the Years Ended December 31, 1993 and 1992: Statements of Net Assets Available for Plan Benefits F-3 Statements of Changes in Net Assets Available for Plan Benefits F-4 Notes to Financial Statements F-5 - F-6 Supplemental Schedules for the Year Ended December 31, 1993: Item 27a - Assets Held for Investment Purposes F-7 Item 27d - Reportable Plan Transactions F-8

F-2 INDEPENDENT AUDITORS' REPORT The Administrative Committee Skyway Retirement Savings Plan: We have audited the accompanying statements of net assets available for Plan benefits of the Skyway Retirement Savings Plan of December 31, 1993 and 1992, and the related statements of changes in net assets available for Plan 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 Plan benefits as of December 31, 1993 and 1992, and the changes in net assets available for Plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment as of December 31, 1993 and reportable Plan transactions for the year ended December 31, 1993 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. These schedules are the responsibility of the Plan's management. Such supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic 1993 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. DELOITTE & TOUCHE San Jose, California May 23, 1994

F-3 SKYWAY RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1993 AND 1992 1993 1992 ---------- ---------- ASSETS CASH AND EQUIVALENTS $3,222,952 $ 526,158 ---------- --------- INVESTMENTS: Common stock - at fair value - 1,817,714 Corporate debt securities - at fair value - 222,906 Government debt securities - at fair value - 287,243 Participant loans 131,138 161,948 ---------- ---------- Total investments 131,138 2,489,811 ---------- ---------- RECEIVABLES: Contributions 18,589 19,980 Interest 3,127 12,169 Employee other 12,879 - ---------- ---------- Total receivables 34,595 32,149 ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $3,388,685 $3,048,118 ========== ========== See notes to financial statements.

F-4 SKYWAY RETIREMENT SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEARS ENDED DECEMBER 31, 1993 AND 1992 1993 1992 ---------- ---------- CONTRIBUTIONS: Employee $ 666,921 $ 525,961 Employer matching 65,582 50,154 Less forfeited employer matching funds (9,873) (8,027) ---------- ---------- Total contributions 722,630 568,088 ---------- ---------- INVESTMENT INCOME: Interest and dividends 109,721 89,454 Net depreciation in fair value of investments (122,258) (1,520) ---------- ---------- Total investment income(loss) (12,537) 87,934 ---------- ---------- BENEFIT PAYMENTS (369,526) (94,045) ---------- ---------- NET INCREASE IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 340,567 561,977 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of year 3,048,118 2,486,141 ---------- ---------- End of year $3,388,685 $3,048,118 ========== ========== See notes to financial statements.

F-5 SKYWAY RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1993 AND 1992 1. DESCRIPTION OF THE PLAN The following description of the Skyway Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the Plan agreement and amendments for a more complete description of the Plan's provisions. General - The Plan, established January 1983 by Skyway Freight Systems, Inc. (the Company), is a defined contribution plan covering all full-time employees who have completed one year and 1,000 hours of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Certain officers of the Company are trustees of the Plan. Contributions - Participants may elect to make tax deferred contributions of up to 10% of their compensation (subject to certain Internal Revenue Code limitations). Rollover contributions from a participant's former qualified plan or individual retirement account are also allowed. Employer contributions are determined at the discretion of the Company's Board of Directors and may consist of the following: o Matching - For the years ended December 31, 1993 and 1992, the Company contributed an amount equal to 10% of participant's contributions. Forfeited matching contributions revert to the Company and may be used in the following year as a portion of the matching contribution. o Profit-sharing - No profit-sharing contributions were made for the years ended December 31, 1993 and 1992. Participant Accounts - Each participant's account is credited with the participant's contribution and an allocation of (a) the Company's contribution, (b) Plan earnings, and (c) forfeitures of terminated participants' nonvested amounts. Allocations are based on participants' contributions, compensation or account balances, as defined in the Plan. Vesting - Participants are immediately vested as to participant contributions and earnings thereon. Vesting in the remainder of their accounts is based on years of continuous employment. Participants are fully vested after seven years of employment or if employment is terminated by normal retirement, disability or death, regardless of years of service. Upon employee termination (as defined above), all nonvested amounts will be forfeited. Payment of Benefits - On termination of employment or attainment of age 65, whichever is later, a participant may elect to receive his benefit in one of the following forms: (1) a lump-sum amount equal to the value of the vested portion of his account; (2) installments, payable at least annually over a period of years determined by the Plan's Administrative Committee; (3) a nontransferable annuity contract providing for a monthly guaranteed income for a specified number of years; or (4) a combination of the above.

F-6 2. SIGNIFICANT ACCOUNTING POLICIES Cash equivalents consist of all highly liquid debt instruments with an original maturity of 90 days or less Investments are stated at fair value as determined by quoted market prices except for participant loans, which are stated at face value. Administrative expenses of the Plan are paid by the Company. Income Taxes - A favorable determination letter has been received from the Internal Revenue Service as to the qualified status of the Plan as amended through December 31, 1985. Although the Plan has been subsequently amended, the Company believes that the Plan is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, management believes that the Plan was qualified and was tax-exempt as of and for the years ended December 31, 1993 and 1992. Accordingly, no provision for federal or state income taxes has been made. 3. INVESTMENTS At December 31, 1992, investments of the Plan consist of common stocks, corporate debt securities, government debt securities and participant loans. At December 31, 1993, investments of the Plan consist of participant loans. Investments in common stocks, corporate debt securities and government debt securities at December 31, 1993 were sold to facilitate a transfer of assets to a new Plan trustee (See Note 7). 4. PARTICIPANT LOANS AND PARTY-IN-INTEREST TRANSACTION The Plan permits participants to borrow against the vested portion of their account balance, to a maximum of $50,000. The loans bear interest ranging from 7.5% to 11% and are payable over a maximum five-year period. Loan repayment is made through payroll deductions. 5. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become fully vested. 6. ASSETS OF TERMINATED EMPLOYEES At December 31, 1993 and 1992, $108,943 and $120,138, respectively, of Plan assets were payable to terminated employees who have withdrawn from participation in the Plan. 7. SUBSEQUENT EVENT Effective January 1, 1994, the Plan trustee was changed to Vanguard Fiduciary Trust Company (Vanguard). As of January 3, 1994, all assets were transferred to Vanguard and invested in various investment options based upon individual participants' elections. The Company's matching contribution was also increased from 10% in 1993 to 25% in 1994.

F-7 SKYWAY RETIREMENT SAVINGS PLAN ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1993 ----------------------------------------------------------------------- Cost -------- Participant Loans* $131,138 * Consists of 87 individual loans with interest ranging from 7.5% to 11% and terms ranging from one to five years.

F-8 SKYWAY RETIREMENT SAVINGS PLAN ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE PLAN TRANSACTIONS* YEAR ENDED DECEMBER 31, 1993 Gain/ Cost Proceeds (Loss) -------- -------- --------- Description of Investment SINGLE TRANSACTIONS: DISPOSITION: Walt Disney Company Common Stock $ 98,334 $165,612 $67,278 SERIES OF TRANSACTIONS: ACQUISITIONS: RMA Money Market Fund (97 transactions) 3,393,057 DISPOSITIONS: RMA Money Market Fund (15 transactions) 690,560 690,560 - U.S. Treasury Notes (5 transactions) 378,011 399,040 21,029 * Reportable Plan transactions are defined as transactions that exceed 5% of the fair market value of Plan assets at the beginning of the year.

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