AmerisourceBergen 2005 Annual Report Download - page 56

AmerisourceBergen Corporation 2005
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Report of Independent Registered Public
Accounting Firm on Internal Control Over
Financial Reporting
The Board of Directors and Stockholders of AmerisourceBergen
Corporation
Wehave audited management’s assessment, included in the
accompanying Management’s Report on Internal Control Over Financial
Reporting, that AmerisourceBergen Corporation and subsidiaries
maintained effective internal control over financial reporting as
ofSeptember 30, 2005, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria).
AmerisourceBergen Corporation’s management is responsible for
maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on management’s
assessment and an opinion on the effectiveness of the company’s
internal control over financial reporting based on our audit.
Weconducted our audit 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 reason-
able assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting,
evaluating management’s assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing
such other procedures as we considered necessary in the circumstances.
Webelieve that our audit provides a reasonable basis for our opinion.
Acompany’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reportingand the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect thetransactionsanddispositions ofthe assets of the company;
(2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3)
provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company’s assets
that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
In our opinion, management’s assessment that AmerisourceBergen
Corporation and subsidiaries maintained effective internal control over
financial reporting as of September 30, 2005, is fairly stated, in all
material respects, based on the COSO criteria. Also, in our opinion,
AmerisourceBergen Corporation and subsidiaries maintained, in all
material respects, effective internal control over financial reporting
as of September 30, 2005, based on the COSO criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of AmerisourceBergen Corporation and
subsidiaries as of September 30, 2005 and 2004, and the related
consolidated statements of operations, changes in stockholders’
equity, and cash flows for each of the three years in the period ended
September 30, 2005 ofAmerisourceBergen Corporation and subsidiaries
and our report dated December 8, 2005 expressed an unqualified
opinion thereon.
Philadelphia, Pennsylvania
December 8, 2005
New York Stock Exchange Annual CEO Certification for 2005
As required by Section 303A.12(a) of the new York Stock Exchange (the “NYSE”) Listed Company Manual, AmerisourceBergen’s Chief Executive
Officer, R. David Yost, certified to the NYSE within 30 days after AmerisourceBergen’s 2005 Annual Meeting of Stockholders that he was not aware
of any violation by AmerisourceBergen of the NYSE Corporate Governance listing standards.