Barnes and Noble 2008 Annual Report Download - page 44

Board of Directors and Stockholders
Barnes & Noble, Inc.
New York, New York
We have audited Barnes & Noble, Inc.’s internal control
over fi nancial reporting as of January 31, 2009, based
on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO
criteria). Barnes & Noble, Inc.’s management is respon-
sible for maintaining eff ective internal control over
fi nancial reporting and for its assessment of the eff ec-
tiveness of internal control over fi nancial reporting,
included in the accompanying Management’s Report
on Internal Control over Financial Reporting appear-
ing under Item 9A. Our responsibility is to express an
opinion on the company’s internal control over fi nancial
reporting based on our audit.
We conducted our audit in accordance with the stan-
dards of the Public Company Accounting Oversight
Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether eff ective internal control
over fi nancial reporting was maintained in all material
respects. Our audit included obtaining an understand-
ing of internal control over fi nancial reporting, assess-
ing the risk that a material weakness exists, and testing
and evaluating the design and operating eff ectiveness
of internal control based on the assessed risk. Our
audit also included performing such other procedures
as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our
opinion.
A company’s internal control over fi nancial reporting
is a process designed to provide reasonable assurance
regarding the reliability of fi nancial reporting and the
preparation of fi nancial statements for external pur-
poses in accordance with generally accepted accounting
principles. A company’s internal control over fi nancial
reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reason-
able detail, accurately and fairly refl ect the transactions
and dispositions of the assets of the company; (2) pro-
vide reasonable assurance that transactions are recorded
as necessary to permit preparation of fi nancial state-
ments in accordance with generally accepted accounting
principles, and that receipts and expenditures of the
company are being made only in accordance with autho-
rizations of management and directors of the company;
and (3) provide reasonable assurance regarding preven-
tion or timely detection of unauthorized acquisition,
use, or disposition of the company’s assets that could
have a material eff ect on the fi nancial statements.
Because of its inherent limitations, internal control
over fi nancial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
eff ectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, Barnes & Noble, Inc. maintained, in
all material respects, eff ective internal control over
fi nancial reporting as of January 31, 2009, based on the
COSO criteria.
We also have audited, in accordance with the standards
of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of
Barnes & Noble, Inc. and subsidiaries as of January 31,
2009 and February 2, 2008, and the related consolidated
statements of operations, changes in shareholders’
equity, and cash fl ows for each of the three fi scal years in
the period ended January 31, 2009, and our report dated
March 31, 2009 expressed an unqualifi ed opinion on
those consolidated fi nancial statements.
BDO Seidman, LLP
New York, New York
March 31, 2009
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
2008 Annual Report 43