Office Depot 2003 Annual Report Download - page 83

81 Office Depot 2003 / Proxy Statement
Audit & Other Fees
The aggregate fees billed by our independent accountants for professional services rendered in connection with (i) the audit of our
annual financial statements set forth in our Annual Report on Form 10-K for the fiscal years ended December 28, 2002 and
December 27, 2003, and (ii) the review of our quarterly financial statements set forth in our Quarterly Reports on Form 10-Q for
each of our fiscal quarters during 2002 and 2003, as well as fees paid to our audit firm for audit-related work, tax compliance, tax
planning and other consulting services are set forth below.
Audit & Other Fees Paid to Deloitte & Touche LLP 2002 2003
Audit Fees $1,641,000 $2,664,000
Audit Related Fees (as defined under the
Sarbanes-Oxley Act of 2002) **See footnote below 1,234,977
Tax Compliance Fees **See footnote below 685,932
Tax Planning Fees 1,973,000** 1,004,666
All Other Fees* 6,201,000 1,168,892
Total Fees $9,815,000 $6,758,467
Ratio of Audit Fees, Audit Related Fees and Tax
Compliance Fees To Total Fees paid to our Audit
Firm in the years indicated.** 17%—Audit fees 67.8%—Audit, Audit-Related and
Tax Compliance Fees
83%—All other fees** 32.2%—All other fees (including
tax planning fees)
*On April 15, 2003, our Audit Committee voted unanimously to discontinue the use of Deloitte & Touche LLP for any man-
agement consulting services, and to limit the services of our outside accountants to audit work, audit-related work, and tax
services, all of which must be preapproved by the Committee. The category “ all other fees”includes fees for consulting serv-
ices in 2003 paid for work instituted prior to this action by our Audit Committee. That consulting work included projects
focused on improving merchandising effectiveness and the efficiencies of our transportation and logistics operations.
** Prior to 2003, the Company did not maintain records sufficient to distinguish tax compliance and tax planning fees, so we
have included all fees paid in 2002 for tax-related services as if they were for ‘tax planning’services. Similarly, prior to 200 3,
the Company did not maintain records on ‘audit-related’fees.
Financial Information Systems Design and
Implementation Fees
We did not engage our independent accountants to provide
any professional services in connection with (i) operating or
supervising the operation of our information system or man-
aging our local area network; or (ii) designing or implement-
ing a hardware or software system that aggregates source data
underlying the financial statements or generates information
that is significant to the Company’s financial statements taken
as a whole.
All Other Fees
All audit work performed by Deloitte is approved in advance
by our Audit Committee, including the amount of fees due
and payable to them for such work. In addition, our Audit
Committee also approves all non-audit related work per-
formed by Deloitte in advance of the commencement of such
work. Our Audit Committee has delegated to the chairman of
the Committee the right to approve such non-audit related
assignments between meetings of the Committee, and the
Chairman then reports on all such approvals at the next meet-
ing of the Committee, which considers ratification of such
approvals by the Committee Chairman. In 2003, all fees paid
to Deloitte were approved by our Audit Committee in
advance of the performance of work by Deloitte, and no fees
were approved after the services were rendered by our
accounting firm.
The Audit Committee of our Board has determined that the
non-audit services rendered by our independent accountants
during our most recent fiscal year are compatible with main-
taining their independence.
Your Board of Directors Recommends a Vote FOR Item 3
on Your Proxy Card Ratification of Our Audit
Committee’s Appointment of Deloitte & Touche LLP as
our Independent Accountants