Page 642 - Auditing Standards
P. 642
As of December 15, 2017
registration statement and prospectus include the Form 10-K for the year ended December 31, 19X5, and
Form 10-Q for the quarter ended March 31, 19X6, which have been incorporated by reference. In addition to
the information presented below, the letter would also contain paragraphs 6 and 7 of the typical letter in
example A. A Form S-2 registration statement will often both incorporate and include the registrant's financial
statements. In such situations, the language in the following example should be appropriately modified to
refer to such information as being both incorporated and included.
June 28, 19X6
[Addressee]
Dear Sirs:
We have audited the consolidated balance sheets of The Blank Company, Inc. (the company) and
subsidiaries as of December 31, 19X5 and 19X4, and the consolidated statements of income, retained
earnings (stockholders' equity), and cash flows for each of the three years in the period ended December
31, 19X5, and the related financial statement schedules, all included (incorporated by reference) in the
company's annual report on Form 10-K for the year ended December 31, 19X5, and incorporated by
reference in the registration statement (no. 33-00000) on Form S-3 filed by the company under the
Securities Act of 1933 (the Act); our report with respect thereto is also incorporated by reference in that
registration statement. The registration statement, as amended on June 28, 19X6, is herein referred to as
the registration statement.
In connection with the registration statement—
1. We are independent certified public accountants with respect to the company within the meaning of the
Act and the applicable rules and regulations thereunder adopted by the SEC.
2. In our opinion, the consolidated financial statements and financial statement schedules audited by us
and 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 Securities Exchange Act of 1934 and the
related rules and regulations adopted by the SEC.
3. We have not audited any financial statements of the company as of any date or for any period
subsequent to December 31, 19X5; although we have conducted an audit for the year ended December
31, 19X5, the purpose (and therefore the scope) of the audit was to enable us to express our opinion on
the consolidated financial statements as of December 31, 19X5, and for the year then ended, but not on
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