Union Pacific 2004 Annual Report Download

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Table of contents

  • Page 1
    LE@FEG8:@=@::FIGFI8K@FE)''+8EEL8CI

  • Page 2
    =@E8E:@8C?@>?C@>?KJ ฀ ฀ =FIK?

  • Page 3
    ...carloads. Union฀Pacific฀faced฀two฀significant฀financial฀challenges฀ in฀2004 -the฀increased฀costs฀associated฀with฀our฀ operational฀inefficiencies฀and฀record฀high฀fuel฀prices.฀ Service฀issues,฀coupled฀with฀our฀increased฀hiring฀ and฀training...

  • Page 4
    ...฀Corporation,฀ to฀our฀Board.฀Erroll฀brings฀extensive฀management฀ expertise฀and฀a฀customer฀perspective฀to฀our฀Board. For฀the฀first฀time฀since฀1910,฀Union฀Pacific฀Railroad฀ changed฀its฀home฀address฀when฀we฀relocated฀our฀ headquarters...

  • Page 5
    ...฀ and฀our฀Company.฀Every฀year฀has฀its฀challenges,฀ however,฀with฀external฀factors,฀such฀as฀the฀potential฀for฀ rising฀interest฀rates฀or฀devaluation฀of฀the฀U.S.฀dollar,฀ presenting฀a฀risk฀to฀economic฀growth.฀High฀fuel฀prices฀ will...

  • Page 6
    ...fic฀Corporation James฀R.฀Young฀ President฀and฀Chief฀Operating฀Officer฀ Union฀Pacific฀Railroad฀Company Mary฀Sanders฀Jones฀ Vice฀President฀and฀Treasurer฀ Union฀Pacific฀Corporation Barbara฀W.฀Schaefer฀ Senior฀Vice฀President-Human฀Resources...

  • Page 7
    ... File Number 1-6075 UNION PACIFIC CORPORATION (Exact name of registrant as specified in its charter) UTAH (State or other jurisdiction of incorporation or organization) 13-2626465 (I.R.S. Employer Identification No.) 1400 DOUGLAS STREET, OMAHA, NEBRASKA (Address of principal executive offices...

  • Page 8
    ......PART III Directors and Executive Officers of the Registrant ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management ...Certain Relationships and Related Transactions ...Principal Accounting Fees and Services ...PART IV Exhibits and Financial Statement Schedules...

  • Page 9
    ... 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...

  • Page 10
    ..., government, and consumer goods. Bulk commodities often move in unit train service from origin to a distribution facility in major metropolitan areas. Other commodities move in manifest trains and rely on the Railroad's extensive network to move between thousands of shippers and customers across...

  • Page 11
    ... and package carriers with time-sensitive business requirements account for the majority of our premium service. Service performance and reliability are important in driving intermodal business growth. Working Capital - We currently have, and historically have had, a working capital deficit, which...

  • Page 12
    ... things, building and maintaining track, structures and infrastructure, upgrading and augmenting equipment, and implementing new technologies (see the capital expenditures table in Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources...

  • Page 13
    ...): Locomotives ...Freight cars ...7,682 37,504 20,879 19,431 15,970 10,856 7,048 14.7 23.0 Item 3. Legal Proceedings Environmental Matters As previously reported in our Annual Report on Form 10-K for 2003, the United States Attorney for the Central District of California notified us that the office...

  • Page 14
    ... Report on Form 10-Q for the quarter ended September 30, 2004, the Attorney General's office of Illinois filed an Agreed Order and Complaint and a Complaint for Injunctive and Other Relief on October 7, 2004, against The Alton & Southern Railway Company, a wholly owned subsidiary of the Railroad, as...

  • Page 15
    ... parties, the City of Long Beach, City of Long Beach Harbor Department, Port of Long Beach (the Port), Union Pacific Corporation, Union Pacific Railroad Company, and Union Pacific Resources Company, also known as Union Pacific Resources Group Inc. (Resources), a former subsidiary of UPC. A private...

  • Page 16
    ...Business Experience During Past Five Years (8) Current Position Current Position Name James R. Young Dennis J. Duffy John J. Koraleski Position President and Chief Operating Officer of the Railroad Executive Vice President - Operations of the Railroad Executive Vice President - Marketing and Sales...

  • Page 17
    ... 31, 2003, due to revisions in minimum net worth requirements under our credit facilities. Purchases of Equity Securities We do not currently have a formal publicly announced plan or program to repurchase shares of our common stock. The purchased shares presented below relate solely to our equity...

  • Page 18
    ...184.9 39.1 4.8 39.3 13.8 38.8 13.3 42.2 10.6 45.1 10.1 47.6 10.5 49.4 (8.1) 50.9 5.3 49.4 12.4 49.9 16.5 [a] Data includes the effects of the acquisitions of Southern Pacific Rail Corporation as of October 1, 1996 and Chicago and North Western Transportation Company as of May 1, 1995. 12

  • Page 19
    ... crossings, upgrading many others, training law-enforcement officers, and educating the public about the risks associated with crossings. In an effort to reduce derailments, we increased track inspections, employed new technology to identify car defects before failure, and implemented operating...

  • Page 20
    ... to a fuel surcharge. Capital Plan - In 2005, we expect our cash capital expenditures to be approximately $2 billion. These expenditures will be used to maintain track and structures, continue capacity expansions on our main lines in constrained corridors, remove bottlenecks, upgrade and augment...

  • Page 21
    ... to cash capital expenditures, we expect to acquire locomotives and certain other equipment through short- and long-term operating leases. This focused capital plan is designed to assist in expanding capacity, improving network velocity, and facilitating revenue growth. Å Transportation Plan - In...

  • Page 22
    ...commodity groups. Average revenue per car (ARC) improved 3% to $1,236 in 2004 compared to a 2% increase in 2003, while revenue carloads increased 2% and 1% in 2004 and 2003, respectively. The increase in both periods was driven by fuel surcharges, price increases, and index-based contract escalators...

  • Page 23
    ... export demand for U.S. produced steel, augmented by market share gains. ARC rose due to price increases, fuel surcharges, and more high-ARC lumber moves, reflecting demand for building materials. Intermodal - Revenue increased in 2004, driven by improved overall economic conditions and an increase...

  • Page 24
    ...the Railroad for a 1998 crossing accident and a derailment in San Antonio, Texas in 2004. Our service issues, including increased hiring and training efforts, added approximately $300 million in operating expenses during 2004. Operating expenses in 2003 were higher due to increased fuel prices, wage...

  • Page 25
    ... owned by other railroads is destroyed while in our possession. Purchased Services and Other Costs - Purchased services and other costs include the costs of services purchased from outside contractors, state and local taxes, net costs of operating facilities jointly used by UPRR and other 19

  • Page 26
    ...as higher fuel prices, a $247 million pre-tax asbestos charge, resource utilization costs associated with sub-optimal network operations, volume-related expenses, wage and benefit inflation, training expenses, and higher casualty costs more than offset annual revenue growth of 6%. Our service issues...

  • Page 27
    ... the sale of our trucking interest of $211 million, including an income tax benefit of $126 million. OTHER OPERATING AND FINANCIAL STATISTICS Railroad Performance Measures We report key railroad performance measures weekly to the American Association of Railroads, including carloads, average train...

  • Page 28
    ..., respectively. A working capital deficit is not uncommon in our industry and does not indicate a lack of liquidity. We maintain adequate resources to meet our daily cash requirements, and we have sufficient financial capacity to satisfy our current liabilities. Financial Condition Cash Flows...

  • Page 29
    ..., continue capacity expansions on our main lines in constrained corridors, remove bottlenecks, upgrade and augment equipment to better meet customer needs, build and improve facilities and terminals, and develop and implement new technologies. We expect to fund our 2005 capital expenditures through...

  • Page 30
    ... a portion of the locomotives. If we do not exercise any such options or flexible return rights, the equipment will be returned to the lessors at the end of the lease term. On October 5, 2004, the Railroad completed the refinancing of a new headquarters building in Omaha, Nebraska, with a synthetic...

  • Page 31
    ... any significant changes in terms. Headquarters Building - On October 5, 2004, the Railroad completed the refinancing of the synthetic lease for the new headquarters building. The Railroad will lease the building pursuant to an operating lease with a term of ten years. Total scheduled lease payments...

  • Page 32
    ...instruments also limits future benefits from favorable movements. The purpose of these programs is to protect our operating margins and overall profitability from adverse fuel price changes or interest rate fluctuations. Market and Credit Risk - We address market risk related to derivative financial...

  • Page 33
    ...excluding taxes, transportation costs, and regional pricing spreads. Accounting Pronouncements - In December 2004, the FASB issued Statement No. 123 (R), Share-Based Payment. This statement, which is effective for the Corporation beginning July 1, 2005, requires that companies recognize compensation...

  • Page 34
    forma net income located in our Significant Accounting Policies section of the Consolidated Financial Statements and applicable notes to the Consolidated Financial Statements, Item 8. Asbestos - We are a defendant in a number of lawsuits in which current and former employees allege exposure to ...

  • Page 35
    ... currently participating in the investigation and remediation of various sites. We do not expect that any known lawsuits, claims, environmental costs, commitments, contingent liabilities, or guarantees will have a material adverse effect on our consolidated financial condition, results of operations...

  • Page 36
    ... principally on the straight-line method based on estimated service lives of depreciable property. The lives are calculated using a separate composite annual percentage rate for each depreciable property group, based on the results of a depreciation study. We are required to submit a report on...

  • Page 37
    ... Board (FASB) Statement No. 109, Accounting for Income Taxes, these expected future tax consequences are measured based on provisions of tax law as currently enacted; the effects of future changes in tax laws are not anticipated. Future tax law changes, such as a change in the corporate tax rate...

  • Page 38
    ... by international, political, and economic circumstances. If a fuel supply shortage were to arise from OPEC production curtailments, a disruption of oil imports, or otherwise, higher fuel prices could, despite our fuel surcharge programs, materially affect our operating results, financial condition...

  • Page 39
    ... by General Economic Conditions - Prolonged negative changes in domestic and global economic conditions affecting the producers and consumers of the commodities carried by us may have an adverse effect on our operating results, financial condition, and liquidity. We Utilize Capital Markets - We rely...

  • Page 40
    ... our transportation plan, and managing network volume; material adverse changes in economic and industry conditions, both within the United States and globally; the effects of adverse general economic conditions affecting customer demand and the industries and geographic areas that produce and...

  • Page 41
    ...enactment of new federal or state income tax rates, revisions of controlling authority, and the outcome of tax claims and litigation; changes in securities and capital markets; natural events such as severe weather, fire, floods, earthquakes, or other disruptions of our operating systems, structures...

  • Page 42
    ... and Supplementary Data Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm ...Consolidated Statements of Income For the Years Ended December 31, 2004, 2003, and 2002 ...Consolidated Statements of Financial Position At December 31, 2004 and 2003...

  • Page 43
    ... is to express an opinion on the consolidated financial statements and consolidated financial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and...

  • Page 44
    CONSOLIDATED STATEMENTS OF INCOME Union Pacific Corporation and Subsidiary Companies Millions, Except Per Share Amounts, for the Years Ended December 31, Operating revenues ...Operating expenses: Salaries, wages, and employee benefits ...Equipment and other rents ...Depreciation ...Fuel and ...

  • Page 45
    CONSOLIDATED STATEMENTS OF FINANCIAL POSITION Union Pacific Corporation and Subsidiary Companies Millions of Dollars, as of December 31, Assets Current assets: Cash and temporary investments ...$ Accounts receivable, net ...Materials and supplies ...Current deferred income taxes ...Other current ...

  • Page 46
    ...to reconcile net income to net cash provided by operating activities: Income from discontinued operations ...Cumulative effect of accounting change ...Depreciation ...Deferred income taxes ...Cash paid to fund pension plan ...Other, net ...Changes in current assets and liabilities, net ...2004 $ 604...

  • Page 47
    CONSOLIDATED STATEMENTS OF CHANGES IN COMMON SHAREHOLDERS' EQUITY Union Pacific Corporation and Subsidiary Companies Accumulated Other Comprehensive Income/(Loss) Minimum Foreign Pension Currency Common Treasury Common Paid-in- Retained Treasury Liability Trans. Derivative Shares Shares Shares ...

  • Page 48
    ... had an exercise price equal to the market value of our common stock on the date of grant. Stock-based compensation expense related to retention shares, stock units, and other incentive plans is reflected in net income. The following table illustrates the effect on net income and earnings per 42

  • Page 49
    ... with pensions and postretirement health benefits. In order to measure the expense associated with these benefits, we must make various assumptions including discount rates used to value certain liabilities, expected return on plan assets used to fund these expenses, salary increases, employee...

  • Page 50
    ...assessment of the number and value of those claims. We use an external consulting firm to assist us in properly measuring the expense and liability. Differences in Securities and Exchange Commission (SEC) and Surface Transportation Board (STB) Accounting - STB accounting rules require that railroads...

  • Page 51
    ...instruments also limits future benefits from favorable movements. The purpose of these programs is to protect our operating margins and overall profitability from adverse fuel price changes or interest rate fluctuations. Market and Credit Risk - We address market risk related to derivative financial...

  • Page 52
    ...operating expenses. In 2004 and 2003, our primary means of mitigating the impact of adverse fuel price changes was our fuel surcharge program. However, we may use swaps, collars, futures, and/or forward contracts to further mitigate the impact of adverse fuel price changes. We currently have no fuel...

  • Page 53
    ... cancellation ...Increase in pre-tax income ...2004 $24 14 38 $38 2003 $30 28 58 5 $63 2002 $29 36 19 84 5 $89 Fair Value of Debt Instruments - The fair value of our short- and long-term debt was estimated using quoted market prices, where available, or current borrowing rates. At December 31, 2004...

  • Page 54
    ... ...9,180 Net deferred income tax liability ...$8,892 All federal income tax years prior to 1986 are closed. Federal income tax liabilities for 1986 through 1994 have been resolved, with the exception of minor refund claims for non-conventional fuel source credits claimed by Union Pacific Resources...

  • Page 55
    ... through 2002 are currently under examination by the IRS. The Corporation believes it has adequately reserved for federal and state income taxes, and does not expect that resolution of these examinations will have a material adverse effect on its operating results, financial condition, or liquidity...

  • Page 56
    ... of Convertible Preferred Securities (CPS). The CPS were issued in April 1998 by our wholly owned subsidiary, Union Pacific Capital Trust, at a price of $50 each and paid quarterly cash dividends at an annual rate of 6.25%. The redemption was funded with a combination of cash from operations, the...

  • Page 57
    ... years of employment, with specific reductions made for early retirements. Other Postretirement Benefits (OPEB) - We provide defined contribution medical and life insurance benefits for eligible retirees. These benefits are funded as medical claims and life insurance premiums are paid. Funded Status...

  • Page 58
    ...year ...$1,520 Actual return on plan assets ...180 Voluntary funded pension plan contributions ...100 Unfunded plan benefit payments ...8 Gross benefits paid ...(115) Fair value of plan assets at end of year ...$1,693 Funded Status - The funded status represents the difference between the projected...

  • Page 59
    ... The weighted-average actuarial assumptions used to determine benefit obligations at December 31: Pension Percentages Discount rate ...Salary increase ...Healthcare cost trend rate: Current ...Level in 2010 ...Expense Both pension and OPEB expense are determined based upon the annual service cost of...

  • Page 60
    ...(gain) ...3 Total net periodic benefit cost (income) ...$ 22 Assumptions - The weighted-average actuarial assumptions used to determine expense were as follows for the years ended December 31: Pension Percentages Discount rate ...Expected return on plan assets ...Salary increase ...Health care cost...

  • Page 61
    ...generated from operations. All benefit payments for other postretirement benefits are voluntary, as the postretirement plans are not funded, and are not subject to any minimum regulatory funding requirements. Benefit payments for each year represent claims paid for medical and life insurance, and we...

  • Page 62
    ...Survivors' Improvement Act of 2001 (the Act) was signed into law. The Act was a result of historic cooperation between rail management and labor, and provides improved railroad retirement benefits for employees and reduced payroll taxes for employers. Contributions made to the System are expensed as...

  • Page 63
    ... Directors Plan, each non-employee director, upon his or her initial election to the Board of Directors, receives a grant of 1,000 shares of restricted shares or restricted stock units. Additionally, each non-employee director receives annually an option to purchase at fair value a number of shares...

  • Page 64
    ... price equal to the fair market value of our common stock as of the date of the grant. Options are granted with a 10-year term and are generally exercisable one to two years after the date of the grant. A summary of the stock options issued under the 1993 Plan, the UP Shares Plan, the Directors Plan...

  • Page 65
    ... not met. Restricted stock awards are issued to non-employee directors and are subject to forfeiture if certain service requirements are not met. During the year ended December 31, 2004, 276,575 retention shares, stock units, and restricted shares were issued at a weighted-average fair value of $64...

  • Page 66
    ... 31: Millions, Except Per Share Amounts 2004 2003 2002 Income statement data: Income from continuing operations before cumulative effect of accounting change ...$ 604 $1,056 Income from discontinued operations ...255 Cumulative effect of accounting change ...274 Net income available to common...

  • Page 67
    ... is governed by the Federal Employers' Liability Act (FELA). Under FELA, damages are assessed based on a finding of fault through litigation or out-of-court settlements. We offer a comprehensive variety of services and rehabilitation programs for employees who are injured at work. Annual expenses...

  • Page 68
    ... would require us to satisfy these guarantees. Headquarters Building - On October 5, 2004, the Railroad completed the refinancing of the synthetic lease for the new headquarters building. The Railroad will lease the building pursuant to an operating lease with a term of ten years. Total scheduled...

  • Page 69
    ... dispositions was a pre-tax gain of $141 million related to the sale of land, track, operating rights, and facilities to the Utah Transit Authority for $185 million, which included approximately 175 miles of track that stretches from Brigham City, Utah, through Salt Lake City, Utah, south to Payson...

  • Page 70
    ... asbestos-related claims. [b] In the fourth quarter of 2003, we completed the sale of our entire trucking interest. We recorded a gain on the sale of $211 million, including an income tax benefit of $126 million. [c] Cumulative effect of accounting change is shown net of income tax expense of...

  • Page 71
    ... Corporation's management, including the Corporation's Chief Executive Officer (CEO) and Executive Vice President - Finance and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures pursuant to Exchange Act Rules 13a...

  • Page 72
    ... to the Corporation's management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide...

  • Page 73
    ... on management's assessment and an opinion on the effectiveness of the Corporation's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that...

  • Page 74
    Item 9B. Other Information None. 68

  • Page 75
    ... UPC and the Stock Unit Grant and Deferred Compensation Plan for the Board of Directors, both of which are included as exhibits to this report. Item 12. Security Ownership of Certain Beneficial Owners and Management Information as to the number of shares of our equity securities beneficially owned...

  • Page 76
    .... The UP Shares Plan was approved by the Company's Board of Directors on April 30, 1998 and reserved 12,000,000 shares of Common Stock for issuance. The UP Shares Plan was a broad-based option program that granted each active employee on April 30, 1998 non-qualified options to purchase 200 shares of...

  • Page 77
    ...on the index to Consolidated Financial Statements, Item 8, on page 36. (2) Financial Statement Schedules Schedule II - Valuation and Qualifying Accounts Schedules not listed above have been omitted because they are not applicable or not required or the information required to be set forth therein is...

  • Page 78
    ...on this 25th day of February, 2005. UNION PACIFIC CORPORATION By /s/ Richard K. Davidson Richard K. Davidson, Chairman, President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, on this 25th day of February...

  • Page 79
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Union Pacific Corporation and Subsidiary Companies Millions of Dollars, for the Years Ended December 31, Allowance for doubtful accounts: Balance, beginning of period ...Charged to expense ...Write-offs, net of recoveries ...Balance, end of period ......

  • Page 80
    Union Pacific Corporation Exhibit Index Exhibit No. Description Filed with this Statement 10(a) 12 21 23 24 31(a) 31(b) 32 The UPC Stock Unit Grant and Deferred Compensation Plan for the Board of Directors, as amended January 1, 2003. Ratio of Earnings to Fixed Charges. List of the Corporation's ...

  • Page 81
    ...Effective Amendment No. 2 to UPC's Registration Statement on Form S-4 (No. 33-64707). Agreement, dated September 25, 1995, among UPC, UPRR, Missouri Pacific Railroad Company (MPRR), SP, Southern Pacific Transportation Company (SPT), The Denver & Rio Grande Western Railroad Company (D&RGW), St. Louis...

  • Page 82
    ... 1995. The Executive Life Insurance Plan of UPC, as amended October 1997, is incorporated herein by reference to Exhibit 10(t) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1997. Charitable Contribution Plan for Non-Employee Directors of Union Pacific Corporation is...

  • Page 83
    ... FIXED CHARGES Union Pacific Corporation and Subsidiary Companies Millions of Dollars, Except for Ratio Income from continuing operations ...Equity earnings net of distributions ...Total earnings ...Income taxes ...Fixed charges: Interest expense including amortization of debt discount ...Portion of...

  • Page 84
    Exhibit 21 SIGNIFICANT SUBSIDIARIES OF UNION PACIFIC CORPORATION Name of Corporation Union Pacific Railroad Company ...Southern Pacific Rail Corporation ...State of Incorporation Delaware Utah 78

  • Page 85
    ... for asset retirement obligations in 2003) and management's report of the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of Union Pacific Corporation and Subsidiary Companies for the year ended December 31, 2004. Omaha, Nebraska February 25...

  • Page 86
    ... 24 UNION PACIFIC CORPORATION Powers of Attorney Each of the undersigned directors of Union Pacific Corporation, a Utah corporation (the "Company"), do hereby appoint each of James R. Young, Barbara W. Schaefer, and Thomas E. Whitaker his or her true and lawful attorney-in-fact and agent, to sign on...

  • Page 87
    Exhibit 31(a) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER I, Richard K. Davidson, certify that: 1. 2. I have reviewed this annual report on Form 10-K of Union Pacific Corporation; Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material ...

  • Page 88
    Exhibit 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Robert M. Knight, Jr., certify that: 1. 2. I have reviewed this annual report on Form 10-K of Union Pacific Corporation; Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material...

  • Page 89
    ... Officer Union Pacific Corporation February 25, 2005 A signed original of this written statement required by Section 906 has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or its staff upon request. CERTIFICATION...

  • Page 90
    ...฀at฀www.computershare.com. STOCK LISTING ANNUAL MEETING OF SHAREHOLDERS New฀York฀Stock฀Exchange฀฀ Ticker฀Symbol:฀UNP฀ ฀ ฀ INFORMATION SOURCES May฀5,฀2005,฀8:30฀a.m. Little฀America฀Hotel 500฀South฀Main฀Street Salt฀Lake฀City,฀UT The฀contact฀for...

  • Page 91
    LE@FE G8:@=@: ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ...

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