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PART I
Item 1. Business
GENERAL
Union Pacific Corporation operates primarily as a rail transportation provider through Union Pacific Railroad
Company, its principal operating company. The largest railroad in North America, Union Pacific Railroad
Company, serves 23 states across the western two-thirds of the United States. Union Pacific Corporation was
incorporated in Utah in 1969 and maintains its principal executive offices at 1400 Douglas Street, Omaha,
NE 68179. The telephone number at that address is (402) 544-5000. The common stock of Union Pacific
Corporation is listed on the New York Stock Exchange (NYSE) under the symbol “UNP”.
For purposes of this report, unless the context otherwise requires, all references herein to “UPC”,
“Corporation”, “we”, “us”, and “our” shall mean Union Pacific Corporation and its subsidiaries, including Union
Pacific Railroad Company, which we separately refer to as “UPRR” or the “Railroad”.
Our operating results include Southern Pacific Rail Corporation, which we acquired in October 1996.
During 1997, the Railroad acquired an ownership interest in a consortium that was granted a 50-year concession
to operate the Pacific-North and Chihuahua Pacific lines in Mexico. The Railroad made an additional investment
in the consortium in 1999 and currently holds a 26% ownership interest. In November 2003, we completed the
sale of our entire trucking interest through an underwritten initial public offering of all the common stock of
Overnite Corporation, leaving the Railroad as our only operating segment and the principal source of our
revenues.
Available Information – Our Internet website is www.up.com. We make available free of charge on our website
(under the “Investors” caption link) our annual reports on Form 10-K; our quarterly reports on Form 10-Q; our
current reports on Form 8-K; our proxy statements; Forms 3, 4, and 5, filed on behalf of directors and executive
officers; and amendments to such reports filed or furnished pursuant to the Securities Exchange Act of 1934, as
amended (the Exchange Act), as soon as reasonably practicable after such material is electronically filed with, or
furnished to, the Securities and Exchange Commission (SEC). We also make available on our website previously
filed SEC reports and exhibits via a link to EDGAR on the SEC’s Internet site at www.sec.gov. Additionally, our
corporate governance materials, including Board Committee charters, governance guidelines and policies, and
codes of conduct and ethics for directors, officers, and employees are on our website. From time to time, the
corporate governance materials on our website may be updated as necessary to comply with rules issued by the
SEC and the NYSE or as desirable to promote the effective and efficient governance of our company. Any security
holder wishing to receive, without charge, a copy of any of our SEC filings or corporate governance materials
should send a written request to: Secretary, Union Pacific Corporation, 1400 Douglas Street, Omaha, NE 68179.
We have included the CEO and CFO certifications regarding our public disclosure required by Section 302 of
the Sarbanes-Oxley Act of 2002 as Exhibits 31(a) and (b) to this report. Additionally, we filed with the NYSE the
CEO’s certification regarding our compliance with the NYSE’s Corporate Governance Listing Standards (Listing
Standards) pursuant to Section 303A.12(a) of the Listing Standards, which was dated May 23, 2005, and indicated
that the CEO was not aware of any violations of the Listing Standards by the Corporation.
References to our website address in this report, including references in Management’s Discussion and
Analysis of Financial Condition and Results of Operations, Item 7, are provided as a convenience and do not
constitute, and should not be deemed, an incorporation by reference of the information contained on, or available
through, the website. Therefore, such information should not be considered part of this report.
OPERATIONS
The Railroad, along with its subsidiaries and rail affiliates, is our one reportable operating segment. Although
revenue is analyzed by commodity, we analyze the net financial results of the Railroad as one segment due to the
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