Page 622 - Auditing Standards

As of December 15, 2017
A signed comfort letter may be issued to the underwriter selected for the portion of the issue then being

offered when the underwriting agreement for an offering is signed and on each closing date.

.20 Accountants, when issuing a letter under the guidance provided in this section, may not issue any
additional letters or reports, under any other section, to the underwriter or the other requesting parties

identified in paragraphs .03, .04, and .05 (hereinafter referred to as the underwriter) in connection with the
offering or placement of securities, in which the accountants comment on items for which commenting is
otherwise precluded by this section.

.21 While the guidance in this section generally addresses comfort letters issued in connection with
securities offerings registered pursuant to the Act, it also provides guidance on comfort letters issued in other
securities transactions. However, the guidance that specifically refers to compliance of the information

commented on with SEC rules and regulations, such as compliance with Regulation S-X 15 or S-K, 16
generally applies only to comfort letters issued in connection with securities offerings registered pursuant to
the Act.

Guidance on the Format and Contents of Comfort Letters

.22 This section (paragraphs .22 through .62) provides guidance on the format and possible contents of a

typical comfort letter. It addresses how the comfort letter should be dated, to whom it may be addressed, and
the contents of the introductory paragraph of the comfort letter. Further, it addresses the subjects that may be
covered in a comfort letter:

a. The independence of the accountants (paragraphs .31 and .32)

b. Whether the audited financial statements and financial statement schedules included (incorporated

by reference) in the registration statement comply as to form in all material respects with the
applicable accounting requirements of the Act and the related rules and regulations adopted by the
SEC (paragraphs .33 and .34)

c. Unaudited financial statements, condensed interim financial information, capsule financial
information, pro forma financial information, financial forecasts, management's discussion and
analysis (MD&A), and changes in selected financial statement items during a period subsequent to
the date and period of the latest financial statements included (incorporated by reference) in the

registration statement (paragraphs .29 and .35 through .53)

d. Tables, statistics, and other financial information included (incorporated by reference) in the

registration statement (paragraphs .54 through .62)

e. Negative assurance as to whether certain non-financial statement information, included (incorporated
by reference) in the registration statement complies as to form in all material respects with

Regulation S-K (paragraph .57)

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