This excerpt taken from the GWW 8-K filed Mar 7, 2005.
Item 4.01. Changes in
Registrants Certifying Accountant
(a) Previous Independent Accountant.
On March 1, 2005, the Audit Committee (the Audit Committee) of the Board
of
Directors of W.W.Grainger, Inc. (the Company) dismissed Grant Thornton LLP
(Grant Thornton) as the Companys independent registered public accounting firm.
Grant
Thorntons report on the Companys financial statements for each of the years
ended December 31, 2003 and December 31, 2004 did not contain an adverse opinion or
disclaimer of opinion, nor were such reports qualified or modified as to uncertainty,
audit scope, or accounting principles.
During
the years ended December 31, 2003 and December 31, 2004 and the subsequent period
preceding the dismissal of Grant Thornton, there were no disagreements with Grant Thornton
on any matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of
Grant Thornton, would have caused them to make a reference to the subject matter of the
disagreement(s) in connection with their reports.
During
the years ended December 31, 2003 and December 31, 2004 and the subsequent period
preceding the dismissal of Grant Thornton, there were no reportable events as
described in Item 304(a)(i)(v) of Regulation S-K.
The
Company provided Grant Thornton with a copy of these disclosures and asked Grant Thornton
to provide it with a letter addressed to the Securities and Exchange Commission
(Commission) stating whether Grant Thornton agrees with the Companys
statements and, if not, stating the respects in which it does not agree. A copy of
Grant Thorntons letter to the Commission is attached as Exhibit 16 to this Current
Report on Form 8-K.
(b) New Independent Accountant.
On
March 7, 2005, the Audit Committee engaged Ernst & Young LLP (Ernst &
Young) as the Companys independent public accounting firm for the year ending December 31,
2005. During the years ended December 31, 2003 and December 31, 2004 and the subsequent
period prior to engaging Ernst & Young, the Company did not consult with Ernst &
Young regarding the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be rendered on the
Companys consolidated financial statements, or any other matters or reportable
events described in Items 304(a)(2)(i) and (ii) of Regulation S-K.
2
"Item 4.01. Changes in Registrants Certifying Accountant" elsewhere: