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AmerisourceBergen Corporation 2005
-55-
Reprinted below are the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 that were filed with the SEC as part of
the Company’s Annual Report on Form 10-K for the Fiscal Year Ended September 30, 2005.
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
I, R. David Yost, certify that:
1. I have reviewed this Annual Report on Form 10-K (the “Report”)
ofAmerisourceBergen Corporation (the “Registrant”);
2. Based on my knowledge, this Report does not contain any untrue
statement of a material fact or omit to state a material fact neces-
sary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with
respect to the period covered by this Report;
3. Based on my knowledge, the financial statements, and other
financial information included in this Report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented
in this Report;
4. The Registrant’s other certifying officer and I are responsible for
establishingand maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to
theRegistrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
theperiod in which this Report is being prepared;
(b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the prepara-
tion offinancial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant’s disclosure
controls and procedures and presented in this Report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
Report based on such evaluation; and
(d) Disclosed in this Report anychange in the Registrant’s internal
control over financial reporting that occurred during the
Registrant’s most recent fiscal quarter (the Registrant’s fourth
fiscal quarter in the case of an annual report) that has materially
affected,or is reasonably likely to materially affect, the
Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the Registrant’s auditors and the audit committee
of Registrant’s board of directors:
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant’s ability to
record, process, summarize and report financial information; and
(b) Anyfraud,whether or not material, that involves management or
other employees who have a significant role in the Registrant’s
internal control over financial reporting.
Date: December 9, 2005
R. David Yost, Chief Executive Officer
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
I, Michael D. DiCandilo, certify that:
1. I have reviewed this Annual Report on Form 10-K (the “Report”)
ofAmerisourceBergen Corporation (the “Registrant”);
2. Based on my knowledge, this Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to
the period covered by this Report;
3. Based on my knowledge, the financial statements, and other
financial information included in this Report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented
in this Report;
4. The Registrant’s other certifying officer and I are responsible for
establishingand maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to
theRegistrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
theperiod in which this Report is being prepared;
(b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the prepara-
tion offinancial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant’s disclosure
controls and procedures and presented in this Report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
Report based on such evaluation; and
(d) Disclosed in this Report anychange in the Registrant’s internal
control over financial reporting that occurred during the
Registrant’s most recent fiscal quarter (the Registrant’s fourth
fiscal quarter in the case of an annual report) that has materially
affected,or is reasonably likely to materially affect, the
Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the Registrant’s auditors and the audit committee
of Registrant’s board of directors:
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant’s ability to
record, process, summarize and report financial information; and
(b) Anyfraud,whether or not material, that involves management or
other employees who have a significant role in the Registrant’s
internal control over financial reporting.
Date: December 9, 2005
Michael D. DiCandilo, Executive Vice President and Chief Financial Officer