Union Pacific 2006 Annual Report Download - page 49

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Union Pacific Corporation, its Directors, and Shareholders:
We have audited the accompanying consolidated statements of financial position of Union Pacific Corporation
and Subsidiary Companies (the Corporation) as of December 31, 2006 and 2005, and the related consolidated
statements of income, changes in common shareholders’ equity, and cash flows for each of the three years in the
period ended December 31, 2006. Our audits also included the financial statement schedule listed in the Table of
Contents at Part IV, Item 15. These consolidated financial statements and financial statement schedule are the
responsibility of the Corporation’s management. Our responsibility is to express an opinion on the consolidated
financial statements and 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 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 consolidated financial statements present fairly, in all material respects, the financial
position of Union Pacific Corporation and Subsidiary Companies as of December 31, 2006 and 2005, and the
results of their operations and their cash flows for each of the three years in the period ended December 31, 2006,
in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion,
such financial statement schedule, when considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly, in all material respects, the information set forth therein.
As discussed in Note 7 to the consolidated financial statements, in 2006 the Corporation adopted Statement
of Financial Accounting Standard No. 158, Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the effectiveness of the Corporation’s internal control over financial reporting as of December 31,
2006, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated February 16, 2007 expressed an
unqualified opinion on management’s assessment of the effectiveness of the Corporation’s internal control over
financial reporting and an unqualified opinion on the effectiveness of the Corporation’s internal control over
financial reporting.
Omaha, Nebraska
February 16, 2007
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