CenturyLink 2015 Annual Report Download - page 29

RATIFICATION OF THE SELECTION OF THE INDEPENDENT AUDITOR
(Item 2 on Proxy or Voting Instruction Card)
The Audit Committee of the Board has appointed KPMG LLP as our independent auditor for the fiscal year
ending December 31, 2016, and we are submitting that appointment to our shareholders for ratification on an
advisory basis at the meeting. Although shareholder ratification of KPMG’s appointment is not legally required,
we are submitting this matter to the shareholders, as in the past, as a matter of good corporate practice. In
determining whether to reappoint KPMG as our independent auditor, the Audit Committee considered a number
of factors, including, among others, the firm’s qualifications, industry expertise, prior performance, control
procedures, proposed staffing and the reasonableness of its fees on an absolute basis and as compared with fees
paid by comparable companies.
If the shareholders fail to vote on an advisory basis in favor of the appointment, the Audit Committee will
reconsider whether to retain KPMG, and may appoint that firm or another without re-submitting the matter to the
shareholders. Even if the shareholders ratify the appointment, the Audit Committee may, in its discretion, select a
different independent auditor at any time during the year if it determines that such a change would be in the
Company’s best interests.
In connection with the audit of the 2016 financial statements, we entered into an engagement letter with
KPMG which sets forth the terms by which KPMG will provide audit services to us. Any future disputes between
KPMG and us under that letter will be subject to certain specified alternative dispute resolution procedures, none
of which are intended to restrict the remedies that our shareholders might independently pursue against KPMG.
The following table lists the aggregate fees and costs billed to us by KPMG and its affiliates for the 2014
and 2015 services identified below:
Amount Billed
2014 2015
Audit Fees(1) .............................. $ 8,900,049 $ 9,146,142
Audit-Related Fees(2) ........................ 320,117 274,417
Tax Fees(3) ................................ 1,013,633 967,076
Other .................................... — —
Total Fees ........................ $10,233,799 $10,387,635
(1) Includes the cost of services rendered in connection with (i) auditing our annual consolidated financial
statements, (ii) auditing our internal control over financial reporting in accordance with Section 404 of the
Sarbanes-Oxley Act of 2002, (iii) reviewing our quarterly financial statements, (iv) auditing the financial
statements of several of our subsidiaries, (v) reviewing our registration statements and issuing related
comfort letters, (vi) statutory audits for certain of our foreign subsidiaries, and (vii) consultations regarding
accounting standards.
(2) Includes the cost of preparing agreed upon procedures reports and providing general accounting consulting
services.
(3) Includes costs associated with (i) general tax planning, consultation and compliance (which were
approximately $891,000 in 2014 and $960,000 in 2015) and (ii) assistance in preparing income tax returns
and related matters (which were approximately $123,000 in 2014 and $7,000 in 2015).
The Audit Committee maintains written procedures that require it to annually review and pre-approve the
scope of all services to be performed by our independent auditor. This review includes an evaluation of whether
the provision of non-audit services by our independent auditor is compatible with maintaining the auditor’s
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