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Report of Independent Registered Public
Accounting Firm
The Board of Directors and Shareholders of
SCP Pool Corporation
We have audited management’s assessment, included
in the accompanying Management’s Report on Internal Control Over
Financial Reporting, that SCP Pool Corporation maintained effective
internal control over financial reporting as of December 31, 2005,
based on criteria established in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO criteria). SCP Pool 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.
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 Management’s
Report 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
Horizon Distributors, Inc. which is included in the 2005 consolidated
financial statements of SCP Pool Corporation and constituted 8%
and 14% of total and net assets, respectively, as of December 31,
2005 and 3% of net sales for the year then ended. Our audit of internal
control over financial reporting of SCP Pool Corporation also did
not include an evaluation of the internal control over financial
reporting of Horizon Distributors, Inc.
In our opinion, management’s assessment that
SCP Pool Corporation maintained effective internal control over
financial reporting as of December 31, 2005, is fairly stated, in
all material respects, based on the COSO criteria.
Also, in our opinion, SCP Pool Corporation
maintained, in all material respects, effective internal control
over financial reporting as of December 31, 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 SCP Pool Corporation as of December
31, 2005 and 2004, and the related consolidated statements of income,
shareholders’ equity, and cash flows for each of the three years
in the period ended December 31, 2005 of SCP Pool Corporation and
our report dated March 3, 2006 expressed an unqualified opinion
thereon.

New Orleans, Louisiana
March 3, 2006
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