Apple on Friday named Ernst & Young as its independent accounting firm, replacing KPMG.
Apple’s Form 8-K filing with the SEC reads in part:
The Audit and Finance Committee of the Board of Directors (the “Audit Committee”) of Apple Inc. (the “Company”) has completed the process it undertook in accordance with its previously announced policy to review the appointment of the Company’s independent registered public accounting firm every five years. Pursuant to this policy, the Audit Committee conducted a competitive process to select a firm to serve as the Company’s independent registered public accounting firm for the remainder of fiscal 2009. The Audit Committee invited several firms to participate in this process, including KPMG LLP (“KPMG”), the Company’s independent registered public accounting firm since fiscal 1997.
As a result of this process and following careful deliberation, on February 26, 2009, the Audit Committee engaged Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the remainder of the fiscal year ending September 26, 2009, and dismissed KPMG from that role.
KPMG’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended September 28, 2008 and September 29, 2007 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. KPMG’s report on the Company’s consolidated financial statements as of and for the years ended September 28, 2008 and September 29, 2007, respectively, did contain separate paragraphs stating: (1) “effective September 30, 2007, the Company adopted Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109”; and (2) “effective September 25, 2005, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123R, Share-Based Payment.” The audit reports of KPMG on the effectiveness of internal control over financial reporting as of September 28, 2008 and September 29, 2007, respectively, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended September 28, 2008 and September 29, 2007, respectively, and in the subsequent interim period through February 26, 2009, there were (i) no disagreements between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of the disagreement in their reports on the financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided KPMG with a copy of the disclosures it is making in this Current Report on Form 8-K (the “Report”) prior to the time the Report was filed with the Securities and Exchange Commission (the “SEC”). The Company requested that KPMG furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of KPMG’s letter dated February 27, 2009 is attached as Exhibit 16.1 hereto.
In deciding to engage EY, the Audit Committee reviewed auditor independence and existing commercial relationships with EY, and concluded that EY has no commercial relationship with the Company that would impair its independence. During the fiscal years ended September 28, 2008 and September 29, 2007, respectively, and in the subsequent interim period through February 26, 2009, neither the Company nor anyone acting on its behalf has consulted with EY on any of the matters or events set forth in Item 304(a)(2) of Regulation S-K.
Apple’s Form 8-K, filed Feb. 27, 2009, in full here.
[Thanks to MacDailyNews Reader “James W.” for the heads up.]
