Barnes and Noble 2006 Annual Report Download - page 50

The Board of Directors
Barnes & Noble, Inc.
New York, New York
We have audited management’s assessment, included
in the accompanying Management’s Report on Internal
Control over Financial Reporting appearing under Item
, that Barnes & Noble, Inc. maintained eff ective internal
control over fi nancial reporting as of February , ,
based on the criteria established in Internal Control—
Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission
(COSO). Management of Barnes & Noble, Inc. is
responsible for maintaining eff ective internal control
over fi nancial reporting and for its assessment of
the eff ectiveness of internal control over fi nancial
reporting. Our responsibility is to express an opinion
on management’s assessment and an opinion on the
eff ectiveness of the internal control over fi nancial
reporting of Barnes & Noble, Inc. based on our audit.
We conducted our audit in accordance with the stan-
dards of the Public Company Accounting Oversight
Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether eff ective internal control
over fi nancial reporting was maintained in all material
respects. Our audit included obtaining an understanding
of internal control over fi nancial reporting, evaluating
management’s assessment, testing and evaluating the
design and operating eff ectiveness of internal control,
and performing such other procedures as we considered
necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A company’s internal control over fi nancial reporting
is a process designed to provide reasonable assurance
regarding the reliability of fi nancial reporting and the
preparation of fi nancial statements for external purposes
in accordance with generally accepted accounting
principles. A company’s internal control over fi nancial
reporting includes those policies and procedures that:
() pertain to the maintenance of records that, in
reasonable detail, accurately and fairly refl ect the trans-
actions and dispositions of the assets of the company;
() provide reasonable assurance that transactions are
recorded as necessary to permit preparation of fi nan-
cial statements in accordance with generally accepted
accounting principles, and that receipts and expendi-
tures of the company are being made only in accordance
with authorizations of management and directors of
the company; and () provide reasonable assurance
regarding prevention or timely detection of unauthor-
ized acquisition, use, or disposition of the company’s
assets that could have a material eff ect on the fi nancial
statements.
Because of its inherent limitations, internal control
over fi nancial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
eff ectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, management’s assessment that Barnes
& Noble, Inc. maintained eff ective internal control
over fi nancial reporting as of February , , is fairly
stated, in all material respects, based on criteria estab-
lished in Internal Control—Integrated Framework issued
by the COSO. Also, in our opinion, Barnes & Noble, Inc.
maintained, in all material respects, eff ective internal
control over fi nancial reporting as of February , ,
based on the criteria established in Internal Control—
Integrated Framework issued by COSO.
We also have audited, in accordance with the standards
of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of
Barnes & Noble, Inc. and subsidiaries as of February ,
 and January , , and the related consolidated
statements of operations, changes in shareholders’
equity, and cash fl ows for each of the three fi scal years in
the period ended February , , and our report dated
April ,  expressed an unqualifi ed opinion on those
consolidated fi nancial statements.
BDO Seidman, LLP
New York, New York
April , 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
48 Barnes & Noble, Inc. REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM continued