Pottery Barn 2012 Annual Report Download - page 146

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Did we review the company’s audited financial statements for fiscal 2012?
Yes. We reviewed and discussed the company’s audited financial statements for fiscal 2012 with management
and Deloitte, and based on this review, we recommended to the Board that the company’s audited financial
statements be included in the company’s Annual Report on Form 10-K for fiscal 2012 for filing with the SEC.
Who prepared this report?
Members of the Audit and Finance Committee, Adrian T. Dillon, Mary Ann Casati and Michael R. Lynch,
prepared this report.
The Audit and Finance Committee hereby reports as follows:*
(1) The Audit and Finance Committee has reviewed and discussed the company’s audited financial
statements with management and Deloitte;
(2) The Audit and Finance Committee has discussed with Deloitte the matters required by AICPA,
Professional Standards, Vo. 1. AU section 380, as adopted by the Public Company Accounting Oversight Board
(PCAOB) in Rule 3200T;
(3) The Audit and Finance Committee has received the written disclosures and the letter from Deloitte
required by the applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit and
Finance Committee concerning independence and has discussed with Deloitte its independence; and
Based on the review and discussions referred to in items (1) through (3) above, the Audit and Finance
Committee recommended to the Board that the audited financial statements be included in the company’s Annual
Report on Form 10-K for fiscal 2012 for filing with the SEC.
AUDIT AND FINANCE COMMITTEE OF THE
BOARD OF DIRECTORS
Adrian T. Dillon
Mary Ann Casati
Michael R. Lynch
INDEPENDENT AUDITOR’S FEES AND SERVICES
During fiscal 2012 and 2011, Deloitte did not perform any prohibited non-audit services for us.
Audit Fees
Deloitte billed approximately $1,562,000 for fiscal 2012 and $1,420,000 for fiscal 2011 for professional services
to (i) audit our consolidated financial statements and perform an assessment of the effectiveness of our internal
control over financial reporting included in our Annual Report on Form 10-K, (ii) review our condensed
consolidated financial statements included in our quarterly reports on Form 10-Q, (iii) audit our 401(k) plan,
(iv) audit our statutory reports for our global entities, and (v) review our Forms S-8.
Audit-Related Fees
Deloitte billed approximately $0 for fiscal 2012 and $37,000 for fiscal 2011 for audit-related services related to
acquisition due diligence.
Tax Fees
Deloitte billed a total of approximately $223,000 for fiscal 2012 and $117,000 for fiscal 2011 for tax services.
Tax services included approximately: (i) $96,000 for fiscal 2012 and $67,000 for fiscal 2011 for tax compliance
services, which included consultation for the preparation of our federal, state and local tax returns; and
(ii) $127,000 for fiscal 2012 and $50,000 for fiscal 2011 for tax consulting services.
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