|
|
 | | | |
- close
- close
- close
- close
WBMD » Topics » REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTINGThis excerpt taken from the WBMD DEF 14A filed Nov 5, 2008. REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Board of Directors and Stockholders of
WebMD Health Corp.
We have audited WebMD Health Corp.’s internal control over
financial reporting as of December 31, 2007, based on
criteria established in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (the COSO criteria). WebMD Health
Corp.’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 included in the accompanying Report of
Management on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the company’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 we plan and perform the audit to obtain
reasonable 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, assessing the risk
that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and 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 the transactions and dispositions of the 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, WebMD Health Corp. maintained, in all material
respects, effective internal control over financial reporting as
of December 31, 2007, 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 WebMD Health Corp. as of
December 31, 2007 and 2006, and the related consolidated
statements of operations, stockholders’ equity and
owner’s net investment, and cash flows for each of the
three years in the period ended December 31, 2007 of WebMD
Health Corp. and our report dated February 28, 2008
expressed an unqualified opinion thereon.
Ernst & Young LLP
New York, New York
February 28, 2008
WebMD 2007 Annual
Report — Financial Statements Annex
ANNEX B-1 –
PAGE 3
Table of Contents
These excerpts taken from the WBMD 10-K filed Feb 29, 2008. REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Board of Directors and Stockholders of
WebMD Health Corp.
We have audited WebMD Health Corp.’s internal control over
financial reporting as of December 31, 2007, based on
criteria established in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (the COSO criteria). WebMD Health
Corp.’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 included in the accompanying Report of
Management on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the company’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 we plan and perform the audit to obtain
reasonable 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, assessing the risk
that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and 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 the transactions and dispositions of the 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, WebMD Health Corp. maintained, in all material
respects, effective internal control over financial reporting as
of December 31, 2007, 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 WebMD Health Corp. as of
December 31, 2007 and 2006, and the related consolidated
statements of operations, stockholders’ equity and
owner’s net investment, and cash flows for each of the
three years in the period ended December 31, 2007 of WebMD
Health Corp. and our report dated February 28, 2008
expressed an unqualified opinion thereon.
Ernst & Young LLP
New York, New York
February 28, 2008
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING The Board of Directors and Stockholders of WebMD Health Corp. We have audited WebMD Health Corp.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). WebMD Health Corp.’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 included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’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 we plan and perform the audit to obtain reasonable 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, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and 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 the transactions and dispositions of the 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, WebMD Health Corp. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, 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 WebMD Health Corp. as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity and owner’s net investment, and cash flows for each of the three years in the period ended December 31, 2007 of WebMD Health Corp. and our report dated February 28, 2008 expressed an unqualified opinion thereon. Ernst & Young LLP New York, New York February 28, 2008
Table of ContentsThis excerpt taken from the WBMD 10-K filed May 10, 2007. REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
The Board of Directors and Stockholders of
WebMD Health Corp.
We have audited management’s assessment, included in the
accompanying Report of Management on Internal Control Over
Financial Reporting (as restated), that WebMD Health Corp. did
not maintain effective internal control over financial reporting
as of December 31, 2006, because of the effect of WebMD
Health Corp.’s material weakness relating to its internal
controls over the accounting for income taxes, based on criteria
established in Internal Control — Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (the COSO criteria). WebMD Health
Corp.’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.
We conducted 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
reasonable 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. We believe that our audit provides a reasonable
basis for our opinion.
A company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and 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 the transactions and dispositions of the 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.
As indicated in the accompanying Report of Management on
Internal Control Over Financial Reporting, management’s
assessment of and conclusion on the effectiveness of internal
control over financial reporting did not include the internal
controls of Summex Corporation, Medsite, Inc. and Subimo, LLC,
which are included in the 2006 consolidated financial statements
of WebMD Health Corp. from the date of their acquisitions on
June 13, 2006, September 11, 2006 and
December 15, 2006, respectively, and together constituted
24.2% of total assets as of December 31, 2006 and 3.6% of
revenues for the year then ended. Our audit of internal control
over financial reporting of WebMD Health Corp. also did not
include an evaluation of the internal control over financial
reporting of Summex Corporation, Medsite, Inc. and Subimo, LLC.
In our report dated March 1, 2007, we expressed an
unqualified opinion on management’s previous assessment
that WebMD Health Corp. maintained effective internal control
over financial reporting as of December 31, 2006 and an
unqualified opinion that WebMD Health Corp. maintained, in all
material respects, effective internal control over financial
reporting as of December 31, 2006, based upon the COSO
criteria. Management has subsequently determined that a
deficiency in controls relating to the accounting for income
taxes existed as of the previous assessment date, and has
further concluded that such deficiency represented a material
weakness as of December 31, 2006. As a result, management
revised its assessment, as presented in the accompanying Report
of Management on Internal Control Over Financial Reporting (as
restated), to conclude that WebMD Health Corp.’s internal
control over financial reporting was not effective as of
December 31, 2006. Accordingly, our present opinion on the
effectiveness of WebMD Health Corp.’s internal control over
financial reporting as of December 31, 2006, as expressed
herein, is different from that expressed in our previous report.
A material weakness is a significant deficiency, or combination
of significant deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected. The
following material weakness has been identified and included in
management’s assessment. WebMD Health Corp. identified a
material weakness related to its internal control over the
accounting for income taxes relating to the treatment of tax
deductible goodwill in the determination of the deferred tax
asset valuation allowance.
The material weakness resulted in the restatement of WebMD
Health Corp.’s consolidated financial statements as of
December 31, 2006 and 2005, and for each of the three years
in the period ended December 31, 2006. This material
weakness was considered in determining the nature, timing, and
extent of audit tests applied in our audit of the 2006
consolidated financial statements and this report does not
affect our report dated March 1, 2007, except for
Note 19, as to which the date is May 9, 2007, on those
consolidated financial statements (as restated).
In our opinion, management’s assessment that WebMD Health
Corp. did not maintain effective internal control over financial
reporting as of December 31, 2006, is fairly stated, in all
material respects, based on the COSO criteria. Also, in our
opinion, because of the effect of the material weakness
described above on the achievement of the objectives of the
control criteria, WebMD Health Corp. has not maintained
effective internal control over financial reporting as of
December 31, 2006, based on the COSO criteria.
We do not express an opinion or any other form of assurance on
management’s statement referring to the remediation of the
material weakness.
/s/ Ernst &
Young LLP
MetroPark, New Jersey
March 1, 2007, except for the
effects of the material weakness
described in the seventh paragraph
of this report, as to which the date is May 9, 2007
This excerpt taken from the WBMD 10-K filed Mar 2, 2007. REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
The Board of Directors and Stockholders of
WebMD Health Corp.
We have audited management’s assessment, included in the
accompanying Report of Management on Internal Control Over
Financial Reporting, that WebMD Health Corp. maintained
effective internal control over financial reporting as of
December 31, 2006, based on criteria established in
Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(the COSO criteria). WebMD Health Corp.’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.
We conducted 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
reasonable 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. We believe that our audit provides a reasonable
basis for our opinion.
A company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and 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 the transactions and dispositions of the 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.
As indicated in the accompanying Report of Management on
Internal Control Over Financial Reporting, management’s
assessment of and conclusion on the effectiveness of internal
control over financial reporting did not include the internal
controls of Summex Corporation, Medsite, Inc. and Subimo, LLC,
which are included in the 2006 consolidated financial statements
of WebMD Health Corp. from the date of their acquisitions on
June 13, 2006, September 11, 2006 and
December 15, 2006, respectively, and together constituted
24.2% of total assets as of December 31, 2006 and 3.6% of
revenues for the year then ended. Our audit of internal control
over financial reporting of WebMD Health Corp. also did not
include an evaluation of the internal control over financial
reporting of Summex Corporation, Medsite, Inc. and Subimo, LLC.
In our opinion, management’s assessment that WebMD Health
Corp. maintained effective internal control over financial
reporting as of December 31, 2006, is fairly stated, in all
material respects, based on the COSO criteria. Also, in our
opinion, WebMD Health Corp. maintained, in all material
respects, effective internal control over financial reporting as
of December 31, 2006, based on the COSO criteria.
We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of WebMD Health Corp. as of
December 31, 2006 and 2005, and the related consolidated
statements of operations, stockholders’ equity and
owner’s net investment, and cash flows for each of the
three years in the period ended December 31, 2006 of WebMD
Health Corp. and our report dated March 1, 2007 expressed
an unqualified opinion thereon.
/s/ Ernst &
Young LLP
MetroPark, New Jersey
March 1, 2007
Table of Contents
| EXCERPTS ON THIS PAGE:
|
| |||||||
