Union Pacific 2005 Annual Report Download - page 50

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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, 2005 and 2004, 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, 2005. Our audits also included the consolidated financial statement schedule listed in
the Table of Contents at Part IV, Item 15. These consolidated financial statements and consolidated financial
statement schedule are the responsibility of the Corporation’s management. Our responsibility 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 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 at December 31, 2005 and 2004, and the results
of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in
conformity with accounting principles generally accepted in the United States of America. Also, in our opinion,
such consolidated 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 12 to the consolidated financial statements, the Corporation changed its method of
accounting for asset retirement obligations in 2003.
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,
2005, 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 17, 2006 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 17, 2006
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