Securities Lawyer's Deskbook
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Accounting Rules
Form and Content of Financial Statements

Regulation S-X





Rule 2-02 -- Accountants' Reports and Attestation Reports on Internal Control Over Financial Reporting


  1. Technical requirements for accountants' reports. The accountant's report:

    1. Shall be dated;

    2. Shall be signed manually;

    3. Shall indicate the city and State where issued; and

    4. Shall identify without detailed enumeration the financial statements covered by the report.

  2. Representations as to the audit included in accountants' report. The accountant's report:

    1. Shall state whether the audit was made in accordance with generally accepted auditing standards; and

    2. Shall designate any auditing procedures deemed necessary by the accountant under the circumstances of the particular case, which have been omitted, and the reasons for their omission. Nothing in this rule shall be construed to imply authority for the omission of any procedure which independent accountants would ordinarily employ in the course of an audit made for the purpose of expressing the opinions required by paragraph (c) of this section.

  3. Opinion to be expressed in accountants' report. The accountant's report shall state clearly:

    1. The opinion of the accountant in respect of the financial statements covered by the report and the accounting principles and practices reflected therein; and

    2. the opinion of the accountant as to the consistency of the application of the accounting principles, or as to any changes in such principles which have a material effect on the financial statements.

  4. Exceptions identified in accountants' reports. Any matters to which the accountant takes exception shall be clearly identified, the exception thereto specifically and clearly stated, and, to the extent practicable, the effect of each such exception on the related financial statements given. (See section 101 of the Codification of Financial Reporting Policies.)

  5. Paragraph (e) of this section applies only to registrants that are providing financial statements in a filing for a period with respect to which Arthur Andersen LLP or a foreign affiliate of Arthur Andersen LLP ("Andersen") issued an accountants' report. Notwithstanding any other Commission rule or regulation, a registrant that cannot obtain an accountants' report that meets the technical requirements of paragraph (a) of this section after reasonable efforts may include in the document a copy of the latest signed and dated accountants' report issued by Andersen for such period in satisfaction of that requirement, if prominent disclosure that the report is a copy of the previously issued Andersen accountants' report and that the report has not been reissued by Andersen is set forth on such copy.

  6. Attestation report on internal control over financial reporting. Every registered public accounting firm that issues or prepares an accountant's report for a registrant, other than an investment company registered under section 8 of the Investment Company Act of 1940, that is included in an annual report required by section 13(a) or 15(d) of the Securities Exchange Act containing an assessment by management of the effectiveness of the registrant's internal control over financial reporting must clearly state the opinion of the accountant, either unqualified or adverse, as to whether the registrant maintained, in all material respects, effective internal control over financial reporting, except in the rare circumstance of a scope limitation that cannot be overcome by the registrant or the registered public accounting firm which would result in the accounting firm disclaiming an opinion. The attestation report on internal control over financial reporting shall be dated, signed manually, identify the period covered by the report and indicate that the accountant has audited the effectiveness of internal control over financial reporting. The attestation report on internal control over financial reporting may be separate from the accountant's report. .

  7. Attestation report on assessment of compliance with servicing criteria for asset-backed securities. The attestation report on assessment of compliance with servicing criteria for asset-backed securities, as required by Rule 13a-18(c) or Rule 15d-18(c) of this chapter, shall be dated, signed manually, identify the period covered by the report and clearly state the opinion of the registered public accounting firm as to whether the asserting party’s assessment of compliance with the servicing criteria is fairly stated in all material respects, or must include an opinion to the effect that an overall opinion cannot be expressed. If an overall opinion cannot be expressed, explain why.

Regulatory History


37 FR 14594, July 21, 1972, as amended at 41 FR 35479, Aug. 23, 1976; 45 FR 63668, Sept. 25, 1980; 50 FR 25215, June 18, 1985; 67 FR 13518, 13533, Mar. 22, 2002; 68 FR 36636, 36660, June 18, 2003; 70 FR 1506, 1593, Jan. 7, 2005; 72 FR 35310, 35321, June 27, 2007.

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