Prior to issuing a report on internal controls over financial reporting, an auditor is required to:

Topic 4: Independent Accountants’ Involvement

4100 Qualifications of Accountants

>4110 PCAOB Registration

>4115 Involuntary PCAOB Deregistration

>4120 Duly Registered and in Good Standing Under the Laws of the Accountant’s Place of Residence or Principal Office [S-X 2-01]

>4130 Independence [S-X 2-01(b) and (c), SOX 201]

>4140 Principal Auditor [S-X 2-05, PCAOB AS 1205]

4200 Accountants’ Reports [S-X 2-02]

>4210 General – Audit Reports

>4220 Qualified Audit Reports

>4230 Other Report Modifications

4300 REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING [SOX 404, AS 2201 and S-K 308, SEC Interpretive Guidance, ICFR FAQs, PCAOB Staff Guidance]

>4310 Management’s Annual Report on Internal Control Over Financial Reporting [S-K 308]

>4320 Auditor’s Report on ICFR [AS 2201, S-X 2-02(f)]

4400 Review and Compilation Reports

>4410 Review Reports on Interim or Pro Forma Data [AS 4105, AT Section 401]

>4420 Selected Quarterly Financial Data [AS 4105]

>4430 Compilation Reports

4500 Change in Accountants [S-K 304, ITEM 4.01 FORM 8-K]

>4510 Change in Accountants

>4520 Unusual Issues Involving Changes in Accountants

>4530 Additional Guidance

>4610 Non-Reliance on Previously Issued Financial Statements [Item 4.02(a) Form 8-K]

>4620 Non-Reliance on Previously Issued Audit Report or Completed Interim Review [Item 4.02(b) Form 8-K]

>4630 Other — Prior Disclosures Regarding Disclosure Controls and Procedures

4700 “To Be Issued” Accountant's Reports

> 4710 Contingent Upon Future Event or Transaction

>4720 Contingent Upon Future Underwriting Agreement

4800 Other Matters

> 4810 Consents to the Use of Audit Reports

>4820 Accountant’s Inability to Reissue Reports [AI 23, Interpretation 15; Regulation C, Rule 437]

>4830 Successor Auditor Reports [AI 23]

>4840 Accountant’s Refusal to Reissue Reports

>4850 Illegal Acts

>4860 Signatures

>4870 Selected Financial Data

Footnotes

1

Show

This table describes the staff’s application of PCAOB registration requirements for an auditor whose report is included in a filing with the SEC. There are instances, not included in the table, when a principal auditor will use the work of another auditor and take responsibility for the other auditor’s work. In these instances, the other auditor’s report is not included in the filing with the SEC. The determination of whether the other auditor must be registered with the PCAOB is made by reference to the Sarbanes-Oxley Act and the PCAOB’s rules. In all such instances the principal auditor is responsible for performing the audit in accordance with PCAOB standards.

2

The term ‘issuer’ means an issuer (as defined in Section 3 of the 1934 Act), the securities of which are registered under Section 12 of that Act, or that is required to file reports under Section 15(d) of that Act, or that files or has filed a registration statement that has not yet become effective under the 1933 Act, and that it has not withdrawn. See Section 2(a)(7) of the Sarbanes Oxley Act and PCAOB Rule 1001.

3

The auditor of the financial statements of the non-issuer entity must be registered if, in performing the audit, the auditor played a “substantial role” in the audit of the issuer, as that term is defined in PCAOB Rule 1001(p)(ii). If the “substantial role” test is not met, the firm is not required to be registered. The inclusion or exclusion of such a report under S-X 2-05 does not affect this determination.

4

S-X 2-02 requires that the auditor’s report state the applicable professional standards under which the audit was conducted. Under S-X 1-02 an audit of the financial statements of an issuer means an examination by an independent accountant in accordance with the standards of the PCAOB. In the situation identified in the chart above, the view of the SEC staff is that the applicable professional standards in S-X 2-02, as applied to the other auditor’s report, relates to an issuer and, therefore, the other auditor’s report must refer to the standards of the PCAOB.

5

If a principal auditor is making reference to another auditor’s report on the financial statements of the non-issuer entity, the other auditor’s report must refer to the standards of the PCAOB. See footnote 4 above. If a principal auditor does not make reference to another auditor’s report on the financial statements of the non-issuer entity, the other auditor’s report need not refer to the standards of the PCAOB.

6

The entity is itself an issuer and so must comply with the rules applicable to issuers.

What does an auditor have to do prior to issuing a report on internal control over financial reporting?

The auditor must communicate, in writing, to management and the audit committee all material weaknesses identified during the audit. The written communication should be made prior to the issuance of the auditor's report on internal control over financial reporting.

Who is responsible for the reliability of the internal controls over financial reporting process of an entity according to the PCAOB?

The PCAOB makes it clear that the CEO and CFO are responsible for the internal control over financial reporting and the preparation of the statements.

Who is responsible for the reliability of the internal controls over the financial reporting process?

C) management is responsible for understanding and testing internal control over financial reporting. D) companies must use the COSO framework to establish internal controls. Of the following statements about internal controls, which one is least likely to be correct?

Which of the following concerning the auditor's report on internal control?

Which of the following concerning the auditor's report on internal control over financial reporting is correct? A. The auditor's report contains an opinion on the effectiveness of internal control over financial reporting based on the auditor's independent work.