Independent Auditors' Report

Office of Inspector General, U.S. Department of Commerce and
Secretary, U.S. Department of Commerce:

We have audited the accompanying consolidated balance sheets of the U. S. Department of Commerce (Department) as of September 30, 2005 and 2004, and the related consolidated statements of net cost, changes in net position, and financing, and the combined statements of budgetary resources (hereinafter referred to as consolidated financial statements), for the years then ended. The objective of our audits was to express an opinion on the fair presentation of these consolidated financial statements. In connection with our audits, we also considered the Department’s internal control over financial reporting and tested the Department’s compliance with certain provisions of applicable laws, regulations, contracts, and grant agreements that could have a direct and material effect on these consolidated financial statements.

SUMMARY

As stated in our opinion on the consolidated financial statements, we concluded that the Department’s consolidated financial statements as of and for the years ended September 30, 2005 and 2004, are presented fairly, in all material respects, in conformity with accounting principles generally accepted in the United States of America.

Our consideration of internal control over financial reporting resulted in the identification of two reportable conditions, related to weaknesses in the Department’s general information technology controls and the National Institute of Standards and Technology’s (NIST) construction-in-progress account monitoring controls. However, we do not consider these reportable conditions to be material weaknesses.

The results of our tests of compliance with certain provisions of laws, regulations, contracts, and grant agreements disclosed one instance of noncompliance or other matters that are required to be reported under Government Auditing Standards, issued by the Comptroller General of the United States, and Office of Management and Budget (OMB) Bulletin No. 01-02, Audit Requirements for Federal Financial Statements.

The following sections discuss our opinion on the Department’s consolidated financial statements, our consideration of the Department’s internal control over financial reporting, our tests of the Department’s compliance with certain provisions of applicable laws, regulations, contracts, and grant agreements, and management’s and our responsibilities.

OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS

We have audited the accompanying consolidated balance sheets of the U.S. Department of Commerce as of September 30, 2005 and 2004, and the related consolidated statements of net cost, changes in net position, financing, and the related combined statements of budgetary resources, for the years then ended.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Department as of September 30, 2005 and 2004, and its net costs, changes in net position, budgetary resources, and reconciliation of net costs to budgetary obligations for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The information in the Management Discussion and Analysis, Required Supplementary Stewardship Information, and Required Supplementary Information sections is not a required part of the consolidated financial statements, but is supplementary information required by accounting principles generally accepted in the United States of America or OMB Circular A-136, Financial Reporting Requirements, Part A, Form and Content of the Performance and Accountability Report. We have applied certain limited procedures, which consisted principally of inquiries of management regarding the methods of measurement and presentation of this information. However, we did not audit this information and, accordingly, we express no opinion on it.

Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements taken as a whole. The September 30, 2005 consolidating balance sheet is presented for purposes of additional analysis of the consolidated balance sheet rather than to present the financial position of the Department’s bureaus individually. The September 30, 2005 consolidating balance sheet has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and, in our opinion, based on our audits, is fairly stated in all material respects in relation to the September 30, 2005 consolidated balance sheet taken as a whole. The information in the FY 2005 Performance Section, Appendices, and the information on pages IV through VIII, are presented for purposes of additional analysis and are not required as part of the consolidated financial statements. This information has not been subjected to auditing procedures and, accordingly, we express no opinion on it.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Our consideration of internal control over financial reporting would not necessarily disclose all matters in the internal control over financial reporting that might be reportable conditions. Under standards issued by the American Institute of Certified Public Accountants, reportable conditions are matters coming to our attention relating to significant deficiencies in the design or operation of the internal control over financial reporting that, in our judgment, could adversely affect the Department’s ability to record, process, summarize, and report financial data consistent with the assertions by management in the consolidated financial statements.

Material weaknesses are reportable conditions in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements, in amounts that would be material in relation to the consolidated financial statements being audited, may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions.

In our fiscal year 2005 audit, we noted certain matters, summarized below and in more detail in Exhibit I, involving internal control over financial reporting and its operation that we consider to be reportable conditions. However, these reportable conditions are not believed to be material weaknesses.

• General information technology controls. We found that although the Department has taken corrective actions to address certain information technology (IT) control weaknesses, general IT weaknesses still exist. Despite the positive efforts made by the Department, the Department needs to make continued improvement in its IT general control environment to fully ensure that financial data being processed on the Department’s systems has integrity, is confidentially maintained, and is available when needed.
  
• Accounting for NIST construction-in-progress. Prior to March 31, 2005, NIST did not have a policy requiring a periodic reconciliation of the construction-in-progress (CIP) account balance, by project, to active construction project files maintained by the NIST facilities management personnel in Gaithersburg, Maryland and Boulder, Colorado. NIST also did not have a procedure to annually validate the status of project balances in the CIP account. The lack of sufficient monitoring controls resulted in an overstatement of CIP from costs incurred between 1998 and 2004 that should have been expensed or transferred to completed property projects.

A summary of the status of the Department’s prior year reportable condition is included as Exhibit II.

We also noted certain additional matters that we reported to the management of the Department in two separate letters addressing information technology and other matters, respectively.

COMPLIANCE AND OTHER MATTERS

Our tests of compliance with certain provisions of laws, regulations, contracts, and grant agreements, as described in the Responsibilities section of this report, exclusive of those referred to in the Federal Financial Management Improvement Act of 1996 (FFMIA), disclosed one instance of noncompliance or other matters that is required to be reported under Government Auditing Standards and OMB Bulletin No. 01-02, and is described below.

• Anti-Deficiency Act. As reported in the prior year audit, we were informed by the National Oceanic and Atmospheric Administration (NOAA) that during fiscal year 2004, it identified two reimbursable agreements, one signed in fiscal year 2000 and the other in fiscal year 2001, between NOAA and nonprofit entities that contained indemnification clauses. As of November 9, 2004, the date of our fiscal year 2004 Independent Auditors’ Report, the two agreements were amended, eliminating future Anti-Deficiency Act (ADA) concerns and the Department’s Office of General Counsel (OGC) was reviewing this matter to determine whether an ADA violation occurred. Subsequently, OGC determined that the indemnification clauses were prima facie violations of the ADA because those clauses constituted open-ended obligations of the Government, even though no liability claims were filed under the agreements. The Department reported these violations to the President and Congress on December 20, 2004, as required by United States Code (USC) Title 31 Section 1517 and 1351. The OGC also reported these violations to the Comptroller General of the United States on March 14, 2005.
  
  In a separate OGC review, OGC identified a license that also contained an indemnification clause. NOAA reviewed other real property arrangements (such as leases and licenses), to ensure that those agreements did not contain indemnification clauses. NOAA found that 80 of 2,130 real property agreements, with the earliest signed in 1923, included indemnification clauses or provisions involving an indeterminate liability, or both. The OGC determined that these clauses or provisions also were prima facie violations of the ADA. Each individual who signed those agreements and who is still a NOAA employee has been given administrative discipline under the Department of Commerce Table of Offenses and Penalties. The Department reported these violations to OMB for their review and forwarding to the President. OMB has not yet forwarded the report to the President. On the day it does so, the Department will simultaneously send letters to Congress and the Comptroller General of the United States as required by 31 USC Section 1517(b), as amended.

The results of our tests of compliance with certain provisions of other laws and regulations, exclusive of those referred to in FFMIA, disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards or OMB Bulletin No. 01-02.

FFMIA. The results of our tests of FFMIA disclosed no instances in which the Department’s financial management systems did not substantially comply with the three requirements discussed in the Responsibilities section of this report.

Additional Concern. The OGC informed us that during fiscal year 2005, the Economic and Statistics Administration (ESA) identified a one-year agreement between ESA and a foreign government that contained an indemnification clause. As a result of this discovery, ESA conducted an investigation and located six previously executed one-year agreements for subscription services with the same party containing the same indemnification clause. The agreements have been provided to OGC to determine whether an ADA violation occurred, but a conclusion has not yet been reached. ESA has confirmed that no claims have been made against ESA or the Department based on these agreements. Since OGC’s review is not complete, the outcome of this matter, and any resulting ramifications, is not presently known.

RESPONSIBILITIES

Management’s Responsibilities. The Government Management Reform Act of 1994, Accountability of Tax Dollars Act, and Government Corporation Control Act require agencies to report annually to Congress on their financial status and any other information needed to fairly present their financial position and results of operations. To meet these reporting requirements, the Department prepares and submits consolidated financial statements in accordance with Part A of OMB Circular A-136.

Management is responsible for the consolidated financial statements, including:

• Preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America;
  
• Preparing the Management Discussion and Analysis (including the performance measures), Required Supplementary Information, and Required Supplementary Stewardship Information;
  
• Establishing and maintaining internal controls over financial reporting; and
  
• Complying with laws, regulations, contracts, and grant agreements, including FFMIA.

In fulfilling this responsibility, management is required to make estimates and judgments to assess the expected benefits and related costs of internal control policies. Because of inherent limitations in internal control, misstatements due to error or fraud may nevertheless occur and not be detected.

Auditors’ Responsibilities. Our responsibility is to express an opinion on the fiscal year 2005 and 2004 consolidated financial statements of the Department based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards, and OMB Bulletin No. 01-02. Those standards and OMB Bulletin No. 01-02 require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Department’s internal control over financial reporting. Accordingly, we express no such opinion.

An audit also includes:

• Examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements;
  
• Assessing the accounting principles used and significant estimates made by management; and
  
• Evaluating the overall consolidated financial statement presentation.

We believe that our audits provide a reasonable basis for our opinion.

In planning and performing our fiscal year 2005 audit, we considered the Department’s internal control over financial reporting by obtaining an understanding of the Department’s internal control, determining whether internal controls had been placed in operation, assessing control risk, and performing tests of controls in order to determine our auditing procedures for the purpose of expressing our opinion on the consolidated financial statements. We limited our internal control testing to those controls necessary to achieve the objectives described in Government Auditing Standards and OMB Bulletin No. 01-02. We did not test all internal controls relevant to operating objectives as broadly defined by the Federal Managers’ Financial Integrity Act of 1982. The objective of our audit was not to provide assurance on the Department’s internal control over financial reporting. Consequently, we do not provide an opinion thereon.

As required by OMB Bulletin No. 01-02, in our fiscal year 2005 audit, we considered the Department’s internal control over the Required Supplementary Stewardship Information by obtaining an understanding of the Department’s internal control, determining whether these internal controls had been placed in operation, assessing control risk, and performing tests of controls. Our procedures were not designed to provide assurance on internal control over the Required Supplementary Stewardship Information and, accordingly, we do not provide an opinion thereon.

As further required by OMB Bulletin No. 01-02, in our fiscal year 2005 audit, with respect to internal control related to performance measures determined by management to be key and reported in the Management Discussion and Analysis and Performance sections, we obtained an understanding of the design of significant internal controls relating to the existence and completeness assertions. Our procedures were not designed to provide assurance on internal control over reported performance measures and, accordingly, we do not provide an opinion thereon.

As part of obtaining reasonable assurance about whether the Department’s fiscal year 2005 consolidated financial statements are free of material misstatement, we performed tests of the Department’s compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of consolidated financial statement amounts, and certain provisions of other laws and regulations specified in OMB Bulletin No. 01-02, including certain provisions referred to in FFMIA. We limited our tests of compliance to the provisions described in the preceding sentence, and we did not test compliance with all laws, regulations, contracts, and grant agreements applicable to the Department. However, providing an opinion on compliance with laws, regulations, contracts, and grant agreements was not an objective of our audit and, accordingly, we do not express such an opinion.

Under OMB Bulletin No. 01-02 and FFMIA, we are required to report whether the Department’s financial management systems substantially comply with (1) Federal financial management systems requirements, (2) applicable Federal accounting standards, and (3) the United States Government Standard General Ledger at the transaction level. To meet this requirement, we performed tests of compliance with FFMIA Section 803(a) requirements.

DISTRIBUTION

This report is intended solely for the information and use of the Department’s management, the Department’s Office of Inspector General, OMB, the Government Accountability Office, and the U.S. Congress and is not intended to be and should not be used by anyone other than these specified parties.

November 8, 2005