Page 626 - Auditing Standards

As of December 15, 2017
applicable rules and regulations thereunder adopted by the SEC. The accountants for previously nonaffiliated

companies recently acquired by the registrant would not be required to have been independent with respect
to the company whose shares are being registered. In such a case, the accountants should modify the
wording suggested in paragraph .31 and make a statement regarding their independence along the following
lines.

As of [insert date of the accountants' most recent report on the financial statements of their client] and

during the period covered by the financial statements on which we reported, we were independent certified
public accountants with respect to [insert the name of their client] within the meaning of the Act and the
applicable rules and regulations thereunder adopted by the SEC.

Compliance With SEC Requirements

.33 The accountants may be requested to express an opinion on whether the financial statements
covered by their report comply as to form with the pertinent accounting requirements adopted by the SEC. 23
This may be done substantially as follows:

In our opinion [include phrase "except as disclosed in the registration statement," if applicable], the

[identify the financial statements and financial statement schedules] audited by us and 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. 24

If there is a material departure from the pertinent rules and regulations adopted by the SEC, the departure
should be disclosed in the letter. 25 An appropriate manner of doing this is shown in example K [paragraph
.64].

.34 Accountants may provide positive assurance on compliance as to form with requirements under the
rules and regulations adopted by the SEC only with respect to those rules and regulations applicable to the
form and content of financial statements and financial statement schedules that they have audited.

Accountants are limited to providing negative assurance on compliance as to form when the financial
statements or financial statement schedules have not been audited. (For guidance in commenting on

compliance as to form, see paragraph .37 regarding unaudited condensed interim financial information,
paragraph .42 regarding pro forma financial information, paragraph .44 regarding a forecast, and paragraph

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