Staples 2013 Annual Report Download - page 72

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consolidated financial statements and for maintaining an adequate system of disclosure controls and procedures and maintaining
effective internal control over financial reporting for that purpose. In fulfilling its oversight responsibilities, the Audit Committee
reviewed and discussed with management the audited consolidated financial statements, and related schedules, for the 2013 fiscal
year, which review included a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness
of significant judgments, and the clarity of disclosures in the consolidated financial statements.
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.
The Audit Committee reviewed and discussed with Ernst & Young LLP, Staples’ independent registered public accounting
firm, which is responsible for expressing an opinion on the conformity of those audited consolidated financial statements and
related schedules with US generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of
Staples’ accounting principles and such other matters as are required to be discussed with the Audit Committee by the standards
of the Public Company Accounting Oversight Board (United States) (PCAOB), including PCAOB Auditing Standard No. 16
(Communications with Audit Committees), the rules of the Securities and Exchange Commission, and other applicable regulations.
The Audit Committee also received the written disclosures and the letter from the independent registered public accounting firm
required by PCAOB 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 also reviewed and discussed together with management and the independent registered public
accounting firm Staples’ audited consolidated financial statements for the year ended February 1, 2014, and the results of
management’s assessment of the effectiveness of the Staples’ internal control over financial reporting and the independent auditor’s
audit of internal control over 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 consolidated financial statements and related schedules be included in Staples’
Annual Report on Form 10-K for the year ended February 1, 2014 for filing with the Securities and Exchange Commission.
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 $8.2 million and $9.1 million in fiscal years 2013 and 2012,
respectively, for professional services rendered in connection with our annual audit, the audit of our internal control 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 $320,000 and $222,000 in fiscal years 2013 and 2012,
respectively, for services related to assistance with internal control reporting, other reports required to satisfy regulatory
requirements and employee benefit plan audits.