Staples 2012 Annual Report Download - page 65

56
the written disclosures and the letter from the independent registered public accounting firm required by PCAOB Ethics and
Independence Rule 3526, Communication with Audit Committees Concerning Independence. The Audit Committee discussed
with the independent registered public accounting firm the independent registered public accounting firm's independence from
management and Staples and considered the compatibility of non-audit related services provided to Staples by the independent
registered public accounting firm with the independent registered public accounting firm's independence.
The Audit Committee discussed with Staples' internal auditors and independent registered public accounting firm the
overall scope and plans for their respective audits. The Audit Committee met with the internal auditors and independent registered
public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of
Staples' internal controls, and the overall quality of Staples' financial reporting.
Based on the reviews and discussions referred to above, the Audit Committee recommended to Staples' Board of Directors,
and the Board approved, that Staples' audited financial statements be included in Staples' Annual Report on Form 10-K for the
year ended February 2, 2013 for filing with the SEC.
Audit Committee:
Robert Sulentic, Chair
Basil L. Anderson
Justin King
Elizabeth A. Smith
Independent Registered Public Accounting Firm's Fees
Audit Fees
Ernst & Young LLP billed us an aggregate of approximately $9.1 million and $7.2 million in fiscal years 2012 and 2011,
respectively, for professional services rendered in connection with our annual audit, the audit of our internal controls over financial
reporting, the review of our interim financial statements included in our Form 10-Q, statutory filings, registration statements,
accounting consultation and compliance with regulatory requirements.
Audit-Related Fees
Ernst & Young LLP billed us an aggregate of approximately $222,000 and $359,000 in fiscal years 2012 and 2011,
respectively, for services related to assistance with internal control reporting, other reports required to satisfy regulatory
requirements and employee benefit plan audits.
Tax Fees
Ernst & Young LLP billed us an aggregate of approximately $1.8 million and $2.6 million in fiscal years 2012 and 2011,
respectively, for services related to tax compliance, tax planning and tax advice. For fiscal years 2012 and 2011, approximately
$150,000 and $160,000, respectively, of these fees was related to tax compliance.
All Other Fees
We did not receive any other services from Ernst & Young LLP; therefore, they did not bill us in fiscal years 2012 and 2011
for other services.
Pre-Approval Policy and Procedures
The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services
that are to be performed by our independent registered public accounting firm. These policies provide that we will not engage our
independent registered public accounting firm to render audit or non-audit services (other than de minimus non-audit services as
defined by the Sarbanes-Oxley Act) unless the service is specifically approved in advance by the Audit Committee. All services
provided to us by Ernst & Young LLP in each of fiscal years 2012 and 2011 were approved in accordance with these policies.