(1) An introduction covering the background information of the case (2 paragraphs).
(2) Key issues of the case (about two pages).
Here you would identify and discuss the various accounting fraud that occurred at Navistar. I
would like you to discuss why Navistar’s auditors were unable to prevent them from engaging
in fraudulent activities. From an auditing standpoint, what audit procedures should Deloitte
have conducted to detect the fraudulent accounting by Navistar’s management? One way you
can approach this analysis is to identify the fraudulent accounting actions that occurred at
Navistar, and discuss the audit procedures that should have been followed to detect the fraud.
You will find some discussion of the omitted audit procedures in the case. However, you should provide additional insights based on our class discussions and from other sources such as your textbook and auditing standards.
(3)Conclusion (2 paragraphs)Cyrus McCormick revolutionized American agriculture in the mid-nineteenth century when he
invented a mechanical reaper. His horse-drawn harvester would become the primary product
marketed by McCormick Harvesting Machine Company. Decades later, Cyrus McCormick II
merged his father’s company with three competing firms to create International Harvester
Company, the nation’s largest manufacturer of agricultural equipment. In addition to being
successful businessmen, the McCormicks were pioneers in the field of management science.
Each of them realized that modern management techniques were critical to a large company’s
success. As an example, to help him maintain control over his rapidly growing company, Cyrus
McCormick II retained an independent accounting firm to audit its financial records long before
independent audits were mandated for public companies. That accounting firm was the
predecessor of Deloitte, one of the Big Four firms that now dominate the public accounting
profession. By the late 1980s, International Harvester had been renamed Navistar International
Corporation because the company’s principal line of business had migrated away from farming
equipment and into the manufacture of trucks, school buses, and automotive engines. As the
company evolved and changed over the decades, one of its most enduring relationships was with
the accounting firm that Cyrus McCormick II retained in 1908. The business community was
shocked in 2006 when, after 98 years, Navistar dismissed Deloitte as its independent audit firm.
Even more shocking was a $500 million lawsuit subsequently filed by the company against
Deloitte. Among other allegations, the lawsuit alleged that Navistar management had been
duped into believing that Deloitte provided professional quality accounting and auditing
services.1 The dramatic end to Deloitte’s relationship with Navistar caught the attention of the
Public Company Accounting Oversight Board (PCAOB), resulting in that agency’s first formal
investigation of a Big Four accounting firm. New Partner… New Audit In late 2005, Deloitte’s
Navistar audit for the fiscal year ending October 31, 2005, was nearing completion when the
audit engagement partner took a “mysterious medical leave”2 and was replaced. Navistar’s new
audit engagement partner was a former Arthur Andersen partner who had joined Deloitte after a
felony conviction in 2002 drove Andersen out of business.3 The new engagement partner was
apparently shocked at the condition of Navistar’s accounting records and the work that had
been done to that point on the 2005 audit. “The new lead engagement partner … began
questioning almost everything that had been done or approved previously … [and] refused to
accept any of the work … the [audit] team had already done and basically, according to
Navistar, started the audit over.” 4 Navistar’s management team was less than happy with the
sudden turn of events. The company’s executives were even more dismayed when the delay in
the 2005 audit prevented Navistar from meeting the filing deadline for its annual Form 10-K
with the Securities and Exchange Commission (SEC). In February 2006, Deloitte advised
Navistar management that it could no longer rely on representations made by the company’s
controller, which caused Navistar to replace that individual. Deloitte also asked Navistar to
reassign a top executive of its large finance subsidiary, Navistar Financial Corporation, which
the company did. The tense relationship between Deloitte and Navistar ended in April 2006
when the company’s audit committee dismissed Deloitte and retained KPMG as the company’s
independent auditor. Over the following 20 months, “Navistar spent more than $200 million to
reconduct their 2002–2004 audits, redo and complete their 2005 audit, and reevaluate a
neverending list of material weaknesses and significant deficiencies in internal controls over
financial reporting.”5 Navistar hired PricewaterhouseCoopers, Ernst & Young, and two large
consulting firms to overhaul its accounting and financial reporting functions. In the meantime,
the New York Stock Exchange delisted Navistar’s common stock, which complicated the
1
company’s efforts to raise needed capital. In late 2007, Navistar finally filed its 2005 Form 10-K
and restated financial statements for fiscal 2003, fiscal 2004, and the first three quarters of 2005
with the SEC. The restatements reduced Navistar’s previously reported profits by nearly $680
million. Navistar’s 2005 Form 10-K reported 15 material weaknesses in the company’s internal
controls over financial reporting. Exhibit 1 provides brief summaries of those material
weaknesses that were excerpted from that Form 10-K.
SEC Weighs In
The long delay in the filing of Navistar’s 2005 Form 10-K caused the SEC to investigate the
company’s financial affairs. In 2010, the federal agency issued a series of enforcement and
litigation releases focusing on the company and members of its management team. Despite
uncovering circumstances in which financial statement amounts had been intentionally
misstated, the SEC concluded that Navistar’s management did not engage in a “coordinated
scheme” to misrepresent the company’s financial statements. Instead, the SEC reported that the
Navistar case primarily involved a “deficient system of internal controls.” These findings do not
reflect a coordinated scheme by senior management to manipulate the Company’s reported
results or conduct committed with the intent of personal gain. Instead, these findings reflect
misconduct that resulted in large part from a deficient system of internal controls, evidenced in
part by insufficient numbers of employees with accounting training, a lack of written accounting
policies and procedures, and flaws in the Company’s organizational structure.6 The SEC
identified several “improper accounting practices” that materially overstated Navistar’s profits
in the early 2000s. The fiscal year most affected by the restatements was 2003. Navistar
originally reported a net loss of $18 million for 2003; after restatement, the company reported a
net loss for that
1. Control Environment: As of October 31, 2005, management was unsuccessful in establishing
an adequately strong consciousness regarding the consistent application of ethics across all areas
of the company and the importance of internal controls over financial reporting, including
adherence to GAAP.
2. Accounting Personnel: We did not have a sufficient number of accounting personnel with an
appropriate level of accounting knowledge, experience and training in the application of GAAP.
3. Accounting Policies: We did not have a formalized process for monitoring, updating,
disseminating, and implementing GAAP-compliant accounting policies and procedures.
4. Internal Audit: Our internal audit department was not an effective monitoring control over
financial reporting.
5. Segregation of Duties: We did not maintain effective controls to ensure adequate segregation
of duties.
6. Information Technology (“IT”): Our IT general controls over computer program
development, computer program changes, computer operations and system user access to
programs and data were ineffectively designed.
7. Journal Entries: We did not maintain effective controls over the preparation, support, review
and approval of journal entries.
8. Account Reconciliations: We did not maintain effective controls over account reconciliations
and financial analysis and review.
9. Period End Close: We did not maintain effective controls over the period end close process.
10. Pension Accounting: We did not maintain effective controls to accurately estimate our
pension and OPEB obligations.
2
11.Warranty Accounting: We did not have appropriate warranty cost accounting models and
methodologies in place to adequately estimate warranty accruals and we did not perform
appropriate financial analyses of the warranty cost estimates on a periodic basis.
12.Income Tax Accounting: We did not have sufficient modeling tools in place or a process to
validate the positive and negative evidence necessary to determine whether valuation allowances
were required to reduce the carrying values of deferred tax assets.
13.Inventory Accounting: We did not maintain effective controls over our inventory accounting
process.
14. Revenue Accounting: We did not maintain effective controls over the revenue accounting
process.
15. Contracts and Agreements: We did not perform effective reviews of contracts and
agreements, including customer agreements, supplier agreements, agreements related to variable
interest entities, derivatives, debt, and leases to assess the accounting implications related to the
contracts and agreements.
year of $333 million. Among the largest misstatements was the company’s understatement of its
reserve for warranty-related expenses on its product line of automotive engines. The company
understated that reserve by subtracting “anticipated vendor reimbursements” from estimated
warranty-related expenses each year. That is, Navistar’s accounting staff anticipated that the
company’s suppliers would contribute to the cost of repairing or replacing automotive engines
that failed due to components purchased from those suppliers. In fact, vendor reimbursements
were not contractually required and the vendors did not offer to voluntarily make such
reimbursements. Navistar also improperly accounted for vendor rebates that were dictated by
the volume of purchases the company made in a given period. Instead of recording rebates
strictly when they were earned, Navistar’s accountants began recording “anticipated” rebates to
be received from the company’s vendors based upon the volume of purchases expected to be
made from them in the future. Under GAAP, a company could recognize rebates only when they
were actually earned, i.e., when the entity had substantially accomplished what was necessary to
be entitled to such rebates. Accordingly, Navistar could record the full rebate as income in the
then-current period only if no contingencies existed on its right to receive the rebate.
Conversely, the Company was prohibited from booking rebates as income in the then-current
period if they were based on future business.7 Navistar also improperly deferred “start-up costs”
related to a long-term contract being negotiated with one of its major customers. In anticipation
of that contract being signed, Navistar spent nearly $60 million, including expenditures to
construct a production facility where the engines to be supplied under the contract would be
manufactured. When the other party cancelled the contract negotiations, Navistar was forced to
absorb those costs. According to the SEC, Navistar was entitled to defer the start-up costs only
“if there existed an objectively verified and measured contractual guarantee of
reimbursement.”8 The SEC sanctioned several of Navistar’s top executives despite ruling that
the company’s misrepresented financial statements were not due to a coordinated scheme. Those
executives included Daniel Ustian, Navistar’s chairman of the board and chief executive officer
(CEO), and Robert Lannert, the company’s chief financial officer (CFO). In addition to agreeing
to “cease and desist” from future violations of federal securities laws, Ustian and Lannert
forfeited more than $1 million in bonuses they had each received due to Navistar’s inflated
earnings. The SEC did not fine Navistar because the firm had implemented a wide range of
measures to remedy its serious accounting and internal control problems. Those measures
included hiring 50 additional accountants, a new chief accounting officer, a new vice president of
3
internal audit, and a new chief information officer. Navistar’s sloppy accounting practices
triggered the filing of a class-action lawsuit against the company by investors who had
purchased the company’s common stock during the time periods when its financial statements
were misrepresented. Navistar settled that lawsuit in 2011 by agreeing to pay the plaintiffs $13
million. Deloitte had previously been dismissed as a defendant in that case by a federal judge
who ruled that there was an insufficient basis for the allegations filed against the accounting
firm by the plaintiffs’ attorneys. Deloitte would not be so fortunate when it came to the
PCAOB’s investigation of its Navistar audits.
Deloitte vs. The Feds
In June 2005, the SEC, which oversees the PCAOB’s operations, inadvertently revealed that the
PCAOB was investigating Deloitte’s 2003 audit of Navistar. The PCAOB had notified the SEC
of that investigation the prior month in a document that was not intended to be released to the
public. An SEC spokesperson admitted his agency had accidentally included that document with
other documents routinely made available to the public. The spokesperson apologized for the
error and indicated that steps were being taken to improve the SEC’s administrative procedures.
The release of the PCAOB document was newsworthy because it signaled the PCAOB’s first
formal investigation of a Big Four accounting firm. Prior to the SEC’s inadvertent disclosure of
the PCAOB’s Deloitte investigation, there was already considerable tension between the SEC
and Deloitte. In April 2005, the SEC had fined Deloitte $50 million for its audits of the
fraudulent financial statements of Adelphia Communications, a large telecommunications
company that collapsed into bankruptcy in 2002. That fine was easily the largest ever levied
against a Big Four firm by the SEC. Shortly after the SEC announced the $50 million fine,
James Quigley, Deloitte’s CEO, issued a press release that infuriated SEC officials. In the press
release, Quigley noted that, “Among our most significant challenges is the early detection of
fraud, particularly when the client, its management and others collude specifically to deceive a
company’s auditors.”9 An SEC spokesperson responded harshly to Quigley’s statement.
“Deloitte was not deceived in this case. The findings in the order show that the relevant
information was right in front of their eyes. Deloitte just didn’t do its job, plain and simple.
They didn’t miss red flags. They pulled the flag over their head and claimed they couldn’t
see.”10 The SEC also suggested that Quigley’s press release violated the terms of the agreement
the agency had reached with Deloitte in settling the Adelphia case. Under the terms of that
agreement, Deloitte was not required to “admit” to the SEC’s findings, nor was it allowed to
“deny” those findings. Deloitte subsequently rescinded Quigley’s press release and issued
another that eliminated some, but not all, of the statements that had offended the SEC.11 A few
weeks after the brouhaha involving Deloitte and the SEC, the PCAOB began investigating the
accounting firm’s 2003 audit of Navistar. The PCAOB’s investigation of that audit was in
addition to the agency’s mandated annual inspections of Deloitte. The Sarbanes–Oxley Act of
2002 requires accounting firms that audit companies with securities traded on U.S. stock
exchanges to register with the PCAOB. Accounting firms that audit more than 100 SEC
registrants are inspected annually by the PCAOB; accounting firms that audit fewer than 100
SEC registrants are inspected every three years. PCAOB inspections are intended to “identify
and address weaknesses and deficiencies related to how a firm conducts audits.”12 The PCAOB
identifies two types of such weaknesses and deficiencies: those on specific audits reviewed by
PCAOB inspectors and those that involve more pervasive “matters related to the firm’s quality
control system.”13 Deficiencies on specific audit engagements are included in the publicly
4
available inspection reports issued by the PCAOB for individual accounting firms, although the
disclosures do not reveal the identities of the given audit clients. The more critical quality
control deficiencies are excluded, at least initially, from PCAOB inspection reports released to
the public. If a firm does not properly resolve or remediate quality control deficiencies observed
by PCAOB inspectors within 12 months of the date that an inspection report is released, the
PCAOB may subsequently disclose those quality control matters to the public. In May 2008, the
PCAOB released its 2007 inspection report for Deloitte. In that report, the PCAOB revealed that
the inspection team had visited Deloitte’s national headquarters and 18 of the firm’s
approximately 70 practice offices in the United States. The inspection team identified audit
deficiencies on nine of the 61 Deloitte audits that it reviewed. It was widely believed that one of
those clients was Navistar given the SEC’s inadvertent disclosure that the PCAOB was
investigating the 2003 Navistar audit. As dictated by the PCAOB’s policies, the 2007
inspection report did not reference any quality control deficiencies or defects in Deloitte’s audit
process. The inspection report included the following statement regarding any such items: “Any
defects in, or criticisms of, the Firm’s quality control system are discussed in the nonpublic
portion of this report and will remain nonpublic unless the Firm fails to address them to the
Board’s satisfaction within 12 months of the date of this report.”
Navistar Audit Partners Sanctioned by PCAOB
In November 2008, the PCAOB released its first public statement regarding the ongoing
investigation of the 2003 Navistar audit. The agency reported that it had fined Christopher
Anderson, an audit partner in Deloitte’s Chicago office, $25,000 and suspended him from being
associated with a PCAOB-registered accounting firm for one year. This was the first fine ever
imposed on an individual by the PCAOB. Anderson had supervised the 2003 audit of Navistar
Financial Corporation (NFC), Navistar’s finance subsidiary. NFC’s 2003 financial statements
were included in Navistar’s consolidated financial statements for that year.15 Among other
charges, the PCAOB reported that Anderson had accepted a decision made by a member of the
Navistar audit engagement team, presumably the Navistar audit engagement partner, to increase
the planning materiality threshold for NFC by 50 percent during the final few days of the 2003
Navistar and NFC audits. According to the PCAOB, Anderson “believed that the original
threshold remained appropriate and understood that the increased threshold would make it easier
to treat known misstatements as immaterial.”16 The “known misstatements” referred to by the
PCAOB involved errors discovered in NFC’s accounting records shortly before the completion
of the 2003 audit.
Following the announcement of the PCAOB sanctions, a Deloitte spokesperson reported that
Anderson was still with the firm “with responsibilities consistent with the settlement [with the
PCAOB].”17 A PCAOB official refused to comment on why Deloitte was not sanctioned at the
same time that the penalties were handed down against Anderson. “We do not comment on
considerations involved in whether to charge firms or persons other than named respondents.
The Board’s order only finds violations relating to Mr. Anderson.”18 When asked to comment
on the same issue, a former PCAOB official provided a more elaborate response. “The firm
tends to be the subject of disciplinary action when there is a failure of oversight or supervision.
Where a particular partner simply makes an error but the firm was not negligent, only the party
may get named in the proceeding.”19 Less than one year after sanctioning Anderson, the
PCAOB issued a second enforcement release focusing on Deloitte’s 2003 Navistar and NFC
audits. This second release centered on Thomas Linden, the Deloitte partner who had supervised
5
the 1997–2003 Navistar audits. In that role, Linden effectively served as Anderson’s supervisor
during the 2003 audit. Linden was fined $75,000 by the PCAOB and received a two-year
suspension. Published reports indicated that at the time the PCAOB sanctioned Linden in
August 2009 he was no longer associated with Deloitte. On December 1, 2003, Linden
participated in a meeting with Navistar’s audit committee in which the company’s 2003
operating results were discussed. The audit committee was reviewing those results in anticipation
of releasing them the next day in a telephone conference call to securities analysts who tracked
the company’s common stock. During the December 1 meeting, Linden “informed the Audit
Committee at that time that Deloitte had substantially completed its audit and expected to issue
an unqualified report.”20 The following day, the preaudit operating results, which were “on the
top side” of the previous earnings guidance provided by Navistar’s management, were
communicated to the company’s securities analysts. Linden expected Navistar to file its 2003
Form 10-K, including Deloitte’s audit report, with the SEC on December 18, one week before
Christmas, which was the company’s standard practice. Two days prior to that date, on the
evening of December 16, Christopher Anderson told Linden of $20 million of errors in NFC’s
accounts that his subordinates had uncovered, errors that had materially overstated NFC’s
assets, revenues, and earnings. That figure was also material to the consolidated operating results
of Navistar.
Executives of both Navistar and NFC were informed of the $20 million of errors. “Because
NFC’s financial results were consolidated into NIC’s [Navistar’s] financial statements,
correction of the overstatement created the prospect that NIC would have to revise its previously
announced earnings.” According to the PCAOB, Linden was aware that Navistar’s executives
had a “certain level of anxiety” concerning the errors and that they “would prefer not to revise
its [Navistar’s] announced earnings.” Over the following two days, NFC made a series of
accounting adjustments to “neutralize” most of the errors discovered by the NFC audit team. For
example, the company recomputed the gains that it had previously recorded on certain
securitization transactions during 2003. The increased gain on those transactions, which were
recorded with Linden’s knowledge, “canceled out” approximately $7.2 million of the $20
million in errors discovered by the NFC auditors. After the “neutralizing” adjustments were
made, only $4.5 million in overstatements due to the discovered errors remained. NFC’s
accounting staff chose to defer the write-off of that amount until the first quarter of 2004.
Linden was aware that NFC made the decision to postpone that write-off “without identifying a
sufficient basis under GAAP to do so.” On the morning of December 17, Linden “initiated, and
the NFC engagement partner [Anderson] adopted” a 50 percent increase in the “planning
materiality threshold” for the 2003 NFC audit. Anderson had used a planning materiality
threshold of 5 percent of NFC’s pretax income during each of the four years that he had
supervised the NFC audit. Linden increased that threshold to 7.5 percent of NFC’s pretax
income. The increase in the materiality threshold allowed the Deloitte auditors to accept NFC’s
decision not to record a year-end adjustment for the postponed $4.5 million write-off. That is,
the increase in the materiality threshold made the $4.5 million error “presumptively immaterial”
under Deloitte’s policies and procedures. Absent the increase in the materiality threshold, the
$4.5 million error would have been “presumptively material.”22 In addition to increasing NFC’s
materiality threshold, Linden prepared an audit workpaper justifying that change. “[Linden]
authored, with the assistance of the NFC engagement team, an NFC audit workpaper that
inaccurately characterized the reasons for and circumstances surrounding the increase.”
6
More Pushback from the PCAOB
In October 2011, the PCAOB surprised the public accounting profession by releasing “Part
II” of its 2007 inspection report for Deloitte. Part II of that report included the discussion of
quality control deficiencies that the PCAOB had identified during its 2007 inspection of
Deloitte—again, those deficiencies had not been previously disclosed to the public. This was the
first instance in which the PCAOB had released information from Part II of an inspection report
for a Big Four accounting firm. The decision to release that information was made because
Deloitte allegedly had not properly addressed the issues raised in that section of the report in the
12 months following the report’s release. Exhibit 2 includes statements excerpted from Part II
of the 2007 inspection report. The most pervasive cause for concern that the PCAOB raised in
Part II of the 2007 inspection report revolved around Deloitte’s internal “culture.” In particular,
the PCAOB questioned whether the rank-and-file employees of that firm had “embraced” the
need to change how they performed audits.
1. The engagement reviews provide cause for concern that the Firm’s system of quality
control may not do enough to assure that the Firm performs appropriate procedures to audit
significant accounting estimates, including evaluating management’s assumptions and testing
the data supporting the estimates.
2. The engagement reviews provide cause for concern about the effectiveness of the Firm’s
quality controls with respect to the audit procedures performed on income tax balances.
3. The engagement reviews provide cause for concern about the effectiveness of the Firm’s
quality controls with respect to the use of specialists.
4. The inspection results provide cause for concern that the Firm’s system of quality control
may not do enough to assure that accounting and auditing issues are evaluated with the
objectivity that is contemplated in the auditing standards.
5. The Firm’s apparent failure to appropriately challenge management’s representations
occurred in numerous areas, including when the Firm evaluated management’s estimates,
considered the valuation of investment securities, performed alternative procedures in
connection with confirmations, and tested income tax accounts and disclosures.
6. The engagement reviews provide cause for concern that the Firm’s quality controls may not
result in appropriate and effective consultations when necessary. Further, the Firm’s policy on
consultations … appears to be deficient in that it lacks a mechanism reasonably designed to
provide that significant, complex matters are raised to the appropriate level in the hierarchy in
order to ensure a sufficient level of rigor in the analysis.
7. Deloitte Touche Tohmatsu (DTT) uses its global internal inspection program to assess and
monitor the quality of the audit work of its member firms. However, the specific results of the
inspections of member firms or practice offices are not disseminated to the Firm’s partners….
Accordingly, the global inspection program does not routinely provide a U.S. engagement
partner with a basis for assessing a foreign office’s qualifications and familiarity with U.S.
GAAP, PCAOB standards, and SEC reporting requirements.
These deficiencies may result, in part, from a Firm culture that allows, or tolerates, audit
approaches that do not consistently emphasize the need for an appropriate level of critical
analysis and collection of objective evidence, and that rely largely on management
representations. While it appears that the Firm has instituted positive changes to its audit
practice over the years of PCAOB inspections, and that the Firm’s senior leadership has
accepted the need to do so, some questions remain about whether the Firm’s audit personnel
7
have embraced the concept that change in audit performance is necessary in order to achieve
compliance with PCAOB standards.
Before the 2007 inspection report was released in May 2008 to the public, Deloitte was given an
opportunity to respond to a draft of that report. Deloitte wrote two letters to the PCAOB in
response to the report: one letter addressing the audit deficiencies identified by the PCAOB on
specific engagements that were reviewed (Part I) and a second letter responding to the observed
defects in Deloitte’s quality controls (Part II). Deloitte was aware that the letter written in
response to Part II of the report would not be made publicly available unless the PCAOB
subsequently released that section to the public.
In its letter addressing Part II of the inspection report, Deloitte strenuously objected to the
PCAOB’s suggestion that the firm’s culture needed to change. “We believe that such a broad
statement by the Board mischaracterizes our audit approach and our practices. Further, we
strongly take exception to the observation that our culture or system of quality control allows or
tolerates such audit approaches…. We do not believe that the inspection results support such a
broad statement by the Board and such statement should not be included in the final report.”24
Deloitte also objected to many of the issues identified in Exhibit 2. Deloitte’s most ardent
complaints revolved around the broad-brush statements made by the PCAOB that were based on
“limited instances” observed by the inspection team. Deloitte also suggested that the PCAOB
was improperly “second-guessing” the judgments of highly skilled professionals. “Professional
judgments of reasonable and highly competent people may differ as to the nature and extent of
necessary auditing procedures, conclusions reached and required documentation. We believe that
reasonable judgments should not be second guessed.” Following the PCAOB’s release of Part II
of the 2007 Deloitte inspection report, Deloitte’s CEO once again defended his firm’s audit
practices. At the same time, though, he admitted that his firm was aware of the need to
continually improve the quality of its professional services. “We have complete confidence in
our professionals and the quality of our audits, and agree that there were and always will be areas
where we can improve.”
Navistar Sues Deloitte
In August 2011, two months prior to the PCAOB’s release of Part II of Deloitte’s 2007
inspection report, Navistar filed a $500 million lawsuit against its former audit firm.27 Among
the company’s harshest allegations against Deloitte was that the auditing services were seriously
flawed due to the inadequate training of its professional staff.28 In the 134-page complaint filed
against Deloitte, Navistar’s attorneys also suggested that Deloitte had been much more than
Navistar’s independent audit firm. In fact, the attorneys alleged that Deloitte had been so deeply
involved in the company’s accounting and financial reporting function that the firm was a “de
facto adjunct to Navistar’s accounting department.”
Deloitte provided Navistar with much more than audit services. Deloitte also acted as
Navistar’s business consultant and accountant. For example, Navistar retained Deloitte to
advise it on how to structure its business transactions to obtain accounting treatment under
Generally Accepted Accounting Principles (GAAP) … Deloitte advised and directed Navistar in
the accounting treatments Navistar employed for numerous complex accounting issues apart
from its audits of Navistar’s financial statements, functioning as a de facto adjunct to Navistar’s
accounting department…. Deloitte even had a role in selecting Navistar’s most senior
accounting personnel by directly interviewing applicants.
Many parties within the profession came to the defense of Deloitte when the Navistar lawsuit
was reported. One widely quoted observer of the profession pointed out that Navistar’s lawsuit
8
against Deloitte ignored two important features of the auditor–client relationship: (1) a
company’s financial statements are ultimately the responsibility of senior management; (2) a
public company’s audit committee has a “responsibility to certify the independence of the
auditor every year and to change or reduce the services they perform, or fire them, if their
independence and objectivity becomes compromised.”30 The most visceral reaction to the
lawsuit within the profession was, not surprisingly, from Deloitte itself. Deloitte representatives
vigorously defended their firm in the business press. A Deloitte spokesperson told Accounting
Today that Navistar’s lawsuit was a “cynical and baseless attempt to shift responsibility for the
wrongdoing of Navistar’s own management.”31 The spokesperson added that, “Several
members of Navistar’s past or present management team were sanctioned by the SEC for the
very matters alleged in the complaint. This claim is without merit and we will defend ourselves
vigorously.”
EPILOGUE
In June 2008, Navistar’s common stock regained its listing on the New York Stock Exchange,
signaling to many observers that the company had recovered from the embarrassing accounting
scandal that had tarnished its reputation. Over the next several years, the company posted
impressive profits, culminating in a record net income of $1.7 billion for fiscal 2011. Bad news
returned in August 2012 when the SEC launched another investigation of the company’s
accounting records. The announcement of that investigation caused the company’s stock price
to drop sharply. Less than four weeks later, Navistar’s board of directors fired Daniel Ustian as
the company’s CEO and chairman of the board. In December 2012, the company reported a
massive $3 billion loss. Over the next several months, unhappy investors filed several classaction lawsuits against Navistar charging the company and its management team with issuing
misleading financial reports. As Navistar’s troubles mounted, the company quietly announced
in its Form 10-Q for the first quarter of 2013 that it had settled the lawsuit filed against Deloitte
in 2011. Neither Navistar nor Deloitte publicly commented on the financial aspects, if any, of
that settlement. In October 2013, the PCAOB announced that it was fining Deloitte $2 million
for permitting Christopher Anderson to perform audit services during the time that he was
serving his one-year suspension. According to published reports, in anticipation of his
suspension, Anderson had resigned as a Deloitte partner and accepted a salaried position as a
director with the firm. In that role, Anderson had interacted with, and provided advice on
auditing matters to, three different Deloitte audit engagement teams.33 The PCAOB has
continued to vigorously pursue its legislative mandate to strengthen the independent audit
function for SEC registrants. The agency made mandatory audit firm rotation the hottest topic
within the public accounting profession when it issued a concept release in August 2011 to
solicit input from the public on ways to strengthen auditor independence. One of the measures
mentioned prominently by the PCAOB was limiting the tenure of public company auditors to a
discrete number of years. James Doty, the chairman of the PCAOB, raised this possibility while
discussing the problems posed by long-term auditor–client relationships. The PCAOB’s efforts
to address these problems through inspections and enforcement are ongoing. But considering
the disturbing lack of skepticism we continue to see, and because of the fundamental
importance of independence to the performance of quality audit work, the Board is prepared to
consider all possible methods of addressing the problem of audit quality—including whether
mandatory audit firm rotation would help address the inherent conflict created because the
auditor is paid by the client. Although PCAOB officials never referred to Deloitte’s 98-year
9
tenure as Navistar’s auditor or the allegedly “cozy” relationship that developed between the two
organizations over that time, many parties believed that relationship was a key factor that
prompted the agency’s interest in mandatory audit firm rotation.35 In March 2012, Chairman
Doty was asked to testify before the U.S. House Subcommittee on Capital Markets and
Government Sponsored Enterprises. The principal topic that the subcommittee wanted to pursue
with Doty was the issue of mandatory audit firm rotation. The opening remarks made by U.S.
Representative Scott Garrett set the tone for the hearing. “I do think it is important to remind
the PCAOB that it is not a policy-making entity; Congress and this committee are the policy
makers. The PCAOB’s job is to regulate and oversee the accounting profession. I am very
concerned about some of the recent activist proposals put forth by the PCAOB.”
Representative Garrett and other members of the subcommittee then grilled Doty on why
mandatory audit firm rotation was the major agenda item being pursued by his agency. At one
point, Representative Garrett challenged Doty to provide “data” other than “anecdotal”
circumstances to demonstrate that lengthy tenure between auditors and clients impairs auditors’
independence. Doty could not provide such data but noted that the lack of auditor skepticism in
such situations “recurs in our findings over the years. It is not an isolated issue.”37 Instead of
mandatory audit firm rotation, members of the congressional subcommittee suggested that other
strategies for strengthening auditor independence might be less costly and more fruitful to
consider. One such recommendation was limiting the percentage of revenue that a PCAOBregistered accounting firm could receive from any one client. In 2013, the U.S. Congress once
more took up the topic of mandatory audit firm rotation. On June 19, 2013, the U.S. House
Financial Services Committee voted unanimously to approve a bill that would prohibit
mandatory audit firm rotation for SEC registrants. In commenting on that bill, U.S.
Representative Jeb Hensarling, the chairman of the congressional committee, observed that, “It
is boards of directors, management and shareholders who should ultimately make the decision
about which accounting firms should audit a company’s financial statements— not the
PCAOB.”38 Three weeks later, on July 8, 2013, the U.S. House of Representatives voted 321
to 62 in favor of the bill and sent it to the U.S. Senate for its consideration. To date, the Senate
has not placed this bill on its agenda.
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