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93
PART II
Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial
Disclosure.
On May10, 2005, contemporaneously with the conclusion
of the audit forour fiscal year ende d February26, 2005,
Ernst & Young LLP(E&Y) was dismissed as our independent
registered public accounting firm. The dismissal of E&Y was
approved by the Audit Committee. The reports of E&Y on
our financial statements for the fiscal years ended
February 26, 2005, and February 28, 2004, and on
internal control over financial reporting as of February 26,
2005, did not contain an adverse opinion or a disclaimer
of opinion andwere not qualified or modified as to
uncertainty, audit scope oraccountingprinciples. In
connection with the audits for the fiscal years ended
February 26, 2005, and February 28, 2004, and through
the date of dismissal, there were no disagreements with E&Y
on any matter of accountingprinciples or practices,
financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of E&Y,
would havecaused E&Y to make reference thereto in their
reports on the financialstatements for such fiscal years.
Also, during those years and through the date ofdismissal,
there were no “reportable events,” as such term isdefined
in Item 304(a)(1)(v) of Regulation S-K.
Effective February 27, 2005, we engaged Deloitte &
Touche LLP (D&T) as our independent registered public
accounting firm forfiscal 2006.The engagement of D&T
was approved by the Audit Committee and ratified by our
shareholders.
During the fiscal years ended February 26, 2005 and
February 28, 2004, wedid not consult with D&T regarding
any of the matters or reportable events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
Our management, including the Chief Executive Officer
(principal executive officer) and Chief Financial Officer
(principal financial and accounting officer), evaluated the
effectiveness of ourdisclosure controls and procedures
pursuant to Rule 13a-15(b) under the Exchange Act, as of
February 25, 2006. Based onthat evaluation, our Chief
Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in
ensuringthat information required to be disclosed by us in
the reports we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the
time periods specified in the SEC’s rules and forms.
Management’s Annual Report on Internal Control
Over Financial Reporting
Management’s annual report on our internal control over
financial reportingis included in Item 8, Financial
Statements and Supplementary Data, of this Annual Report
on Form 10-K.
Attestation Report of the Registered Public
Accounting Firm
D&T’s attestation report on management’s assessment and
the effectiveness of our internal control over financial
reportingis included in Item 8, Financial Statements and
Supplementary Data, of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial
Reporting
There were no changes in internal control over financial
reporting during the fiscal fourth quarter ended
February 25, 2006, that havematerially affected, or are
reasonably likely to materially affect, our internal control
over financial reporting.
Certifications
The certifications of our Chief Executive Officerand our
Chief FinancialOfficer required bySection 302 of the
Sarbanes-OxleyAct of 2002 are filed as Exhibits 31.1 and
31.2, respectively, to this Annual Report on Form 10-K. As
required by section 303A.12(a) of the New York Stock
Exchange ListedCompany Manual, our Chief Executive
Officer has certified to the New York Stock Exchange that
he isnot aware of any violation by us of the NYSE’s
Corporate Governance listing standards.
Item 9B. Other Information.
There was no information required to be disclosed in a
Current Report on Form 8-K during the fourth quarter of the
fiscal year covered by this Annual Report on Form 10-Kthat
was not reported.