Kroger 2015 Annual Report Download - page 64

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62
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 our company and our 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.
Audit and Non-Audit Fees
The following table presents the aggregate fees billed for professional services performed by
PricewaterhouseCoopers LLP for the annual audit and quarterly reviews of our consolidated financial
statements for fiscal 2015 and 2014, and for audit-related, tax and all other services performed in 2015
and 2014.
Fiscal Year Ended
January 30, 2016 January 31, 2015
Audit Fees(1) $5,659,193 $5,250,203
Audit-Related Fees(2) — 441,704
Tax Fees(3) — 360,498
All Other Fees(4) — 85,000
Total $5,659,193 $6,137,405
(1) Includes annual audit and quarterly reviews of Kroger’s consolidated financial statements, the
issuance of comfort letters to underwriters, consents, and assistance with review of documents filed
with the SEC.
(2) Includes assurance and related services pertaining to accounting consultation in connection with
attest services that are not required by statute or regulations, and consultation concerning financial
accounting and reporting standards. These fees also included services related to acquisition related
due diligence.
(3) Includes state tax compliance, tax audit support and debt restructuring.
(4) Includes fees for fiscal 2014 for advisory services pertaining to retiree healthcare benefits.
The Audit Committee requires that it approve in advance all audit and non-audit work performed
by PricewaterhouseCoopers LLP. On March 9, 2016, the Audit Committee approved services to be
performed by PricewaterhouseCoopers LLP for the remainder of fiscal year 2015 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.
The Board of Directors Recommends a Vote For This Proposal.