Item 4.01. Changes in Registrant's Certifying Accountant
(a) and (b) Changes in Independent Registered Public Accounting Firm
On May 21, 2009, the Audit Committee of the Board of Directors of ACI Worldwide,
Inc. (the "Company") approved the engagement of Deloitte & Touche LLP
("Deloitte") as the Company's independent registered public accounting firm for
the year ending December 31, 2009.
During the Company's two most recent fiscal years, and through May 21, 2009,
neither the Company nor anyone on its behalf consulted Deloitte regarding
either: (i) the application of accounting principles to a specified transaction
regarding the Company, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial statements; or (ii)
any matter regarding the Company that was either the subject of a disagreement
(as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to
Item 304 of Regulation S-K) or a reportable event (as defined in Item
304(a)(1)(v) of Regulation S-K).
In connection with the selection of Deloitte, on May 21, 2009 the Audit
Committee determined to dismiss KPMG LLP ("KPMG") as the Company's independent
registered public accounting firm.
The audit reports of KPMG on the consolidated financial statements of the
Company as of December 31, 2007 and 2008 and September 30, 2007 and for the year
ended December 31, 2008, the three-month period ended December 31, 2007 and the
year ended September 30, 2007 did not contain an adverse opinion or disclaimer
of opinion and were not otherwise qualified or modified as to uncertainty, audit
scope or accounting principles, except as follows:
KPMG's report on the consolidated financial statements of the Company as of
December 31, 2007 and 2008 and September 30, 2007 and for the year ended
December 31, 2008, the three-month period ended December 31, 2007 and the year
ended September 30, 2007, contained a separate paragraph stating that "As
discussed in note 15 to the consolidated financial statements, the Company
adopted Financial Accounting Standards Board (FASB) Interpretation No. 48,
Accounting for Uncertainty in Income Taxes- an interpretation of FASB Statement
No. 109, as of October 1, 2007."
The audit reports of KPMG on the effectiveness of internal control over
financial reporting as of December 31, 2008 and September 30, 2007 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles, except that
KPMG's reports as of December 31, 2008 and September 30, 2007 indicate that the
Company did not maintain effective internal control over financial reporting
because of the effect of a material weakness in each of the respective periods
on the achievement of the objectives of the control criteria and contain an
explanatory paragraph in each report that states that management has identified
material weaknesses related to its accounting for software implementation
service and license arrangements in the Asia Pacific region; and controls over
revenue recognition and the accounting for income taxes, respectively.
During the fiscal year ended September 30, 2007, the three-month period ended
December 31, 2007 and the fiscal year ended December 31, 2008, and the
subsequent interim period through May 21, 2009, there were no disagreements (as
defined in Item 304 of Regulation S-K) with KPMG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to their satisfaction, would
have caused them to make reference in connection with their opinion to the
subject matter of the disagreement.
During the fiscal year ended September 30, 2007, the three-month period ended
December 31, 2007 and the fiscal year ended December 31, 2008, and the
subsequent interim period through May 21, 2009, there were no reportable events
(as defined in Item 304(a)(1)(v) of Regulation S-K), except that the Company did
not maintain effective internal control over financial reporting because of the
effect of material weaknesses on the achievement of the objectives of the
control criteria as described above.
The Company provided KPMG with a copy of this Report prior to its filing with
the Securities and Exchange Commission (the "SEC") and requested KPMG to furnish
the Company with a letter addressed to the SEC stating whether or not it agrees
with the statements made above. A copy of such letter, dated May 28, 2009, is
filed as Exhibit 16.1 to this Report.
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