Freddie Mac 2014 Annual Report Download - page 281

276 Freddie Mac
The following is a description of fees billed to us by PricewaterhouseCoopers LLP, our independent public accountants,
during 2014 and 2013.
Table 79 — Auditor Fees(1)
2014 2013
(in thousands)
Audit Fees(2) $ 27,997 $ 29,015
Audit-Related Fees(3) 2,461 856
Tax Fees(4) 27 9
All Other Fees(5) 357 331
Total $ 30,842 $ 30,211
(1) These fees represent amounts billed within the designated year and include reimbursable expenses for 2014 and 2013.
(2) Audit fees include fees in connection with quarterly reviews of our interim financial information and the audit of our annual consolidated financial
statements.
(3) The 2014 and 2013 audit-related fees include fees for the performance of certain agreed-upon procedures regarding aspects of compliance with the
Purchase Agreement covenants and compliance evaluation of the minimum servicing standards as set forth in the Uniform Single Attestation Program
for Mortgage Bankers. The 2014 audit-related fees also included transaction validation and attestation related to certain of Freddie Mac’s risk transfer
and structured transactions.
(4) The tax fees billed in 2014 and 2013 related to non-audit tax consulting services to provide advice on tax planning or reporting matters, as well as non-
audit tax services to provide assistance with the Internal Revenue Service tax audit matters and ongoing examinations, including information requests
and associated responses.
(5) All other fees for 2014 and 2013 included: (i) our subscription to a web-based suite of human resources benchmark data; (ii) assessment of retention
strategies; (iii) our subscription to accounting research software; and (iv) non-audit services in connection with certain of our project deployments as
part of implementing regulatory initiatives.
Approval of Independent Auditor Services and Fees
Under its charter, the Audit Committee is responsible for: (a) appointing our independent public accounting firm (subject
to FHFA approval as required); (b) approving all audit and non-audit services permitted under applicable law to be performed
by the independent public accounting firm (subject to FHFA approval as required); and (c) approving the scope of the annual
audit.
The Sarbanes-Oxley Act and related rules adopted by the SEC require that all services provided to companies subject to
the reporting requirements of the Exchange Act by their independent auditors be pre-approved by their audit committee or by
authorized members of the committee, with certain exceptions. The Audit Committee’s charter requires that the Audit
Committee pre-approve any audit services, and any non-audit services permitted under applicable law, to be performed by our
independent auditors (or to designate one or more members of the Audit Committee to pre-approve such services and report
such pre-approval to the Audit Committee).
Audit services that are within the scope of an auditor’s engagement approved by the Audit Committee prior to the
performance of those services are deemed pre-approved and do not require separate pre-approval. Audit services not within the
scope of an Audit Committee-approved engagement, as well as permissible non-audit services, must be separately pre-approved
by the Audit Committee.
When the Audit Committee pre-approves a service, the Audit Committee typically sets a dollar limit for such service.
Management endeavors to obtain pre-approval of the Audit Committee, or of the Chairman of the Audit Committee (when the
Chairman of the Audit Committee has been delegated such authority), before it incurs fees exceeding the dollar limit. If the
Chairman of the Audit Committee approves the increase, the Chairman will report such approval at the Audit Committee’s next
scheduled meeting.
The pre-approval procedure is administered by our senior financial management, which reports throughout the year to the
Audit Committee. The Audit Committee pre-approved all audit, audit-related, tax, and other services performed in 2014 and
2013.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
(1) Consolidated Financial Statements
The consolidated financial statements required to be filed in this Form 10-K are included in Part II, Item 8.
(2) Financial Statement Schedules
None.
(3) Exhibits
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