Kroger 2010 Annual Report Download - page 63

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61
the shareholders fail to ratify the selection, the Audit Committee may, but is not required to, reconsider
whether to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct
the appointment of a different auditor at any time during the year if it determines that such a change would
be in the best interests of Kroger and its shareholders.
A representative of PricewaterhouseCoopers LLP is expected to be present at the meeting to respond
to appropriate questions and to make a statement if he or she desires to do so.
TH E BO A R D O F DI R E C T O R S RE C O M M E N D S A VO T E F O R TH I S PR O P O S A L .
DI S C L O S U R E O F AU D I T O R FE E S
The following describes the fees billed to Kroger by PricewaterhouseCoopers LLP related to the fiscal
years ended January 29, 2011 and January 30, 2010:
Fiscal Year 2010 Fiscal Year 2009
Audit Fees ............................................... $4,035,300 4,155,234
Audit-Related Fees ......................................... — 38,254
Tax Fees ................................................. 140,476 —
All Other Fees ............................................ — —
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,175,776 4,193,488
Audit Fees for the years ended January 29, 2011 and January 30, 2010, respectively, were for professional
services rendered for the audits of Kroger’s consolidated financial statements, the issuance of comfort
letters to underwriters, consents, and assistance with the review of documents filed with the SEC.
Audit-Related Fees for the year ended January 30, 2010 were for assurance and related services
pertaining to accounting consultation in connection with attest services that are not required by statute or
regulation, and consultations concerning financial accounting and reporting standards. We did not engage
PricewaterhouseCoopers LLP for any audit-related services for the year ended January 29, 2011.
Tax Fees for the year ended January 29, 2011 were for an analysis of Kroger’s contribution of inventory
to non-profit entities. We did not engage PricewaterhouseCoopers LLP for other tax services for the year
ended January 30, 2010.
All Other Fees. We did not engage PricewaterhouseCoopers LLP for other services for the years ended
January 29, 2011 and January 30, 2010.
The Audit Committee requires that it approve in advance all audit and non-audit work performed by
PricewaterhouseCoopers LLP. On March 9, 2011, the Audit Committee approved services to be performed
by PricewaterhouseCoopers LLP for the remainder of fiscal year 2011 that are related to the audit of Kroger
or involve the audit itself. In 2007, the Audit Committee adopted an audit and non-audit service pre-approval
policy. Pursuant to the terms of that policy, the Committee will annually pre-approve certain defined
services that are expected to be provided by the independent auditors. If it becomes appropriate during the
year to engage the independent accountant for additional services, the Audit Committee must first approve
the specific services before the independent accountant may perform the additional work.
PricewaterhouseCoopers LLP has advised the Audit Committee that neither the firm, nor any member
of the firm, has any financial interest, direct or indirect, in any capacity in Kroger or its subsidiaries.