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Statement on
Auditing Standards
Issued by the Auditing Standards Board
AICPA American Institute of
Certified Public Accountants
Letters for Underwriters
1. The services of independent certified public accountants include
examination of financial statements and schedules contained in registration
statements filed with the Securities and Exchange Commission
( the SEC) under the Securities Act of 1933 ( the Act). In connection
with this type of service, accountants often are called upon to confer
with clients, underwriters, and their respective counsel concerning
the accounting and auditing requirements of the Act and of the SEC, as
well as to perform other services. One of these other services is the
issuance of letters for underwriters, commonly called comfort letters,
which are generally concerned with the subjects described in paragraph
6.
2. Much of the uncertainty and consequent risk of misunderstanding
with regard to the nature and scope of comfort letters has arisen
Note: This Statement supersedes SAS No. 38, Letters for Underwriters. The changes
to SAS No. 38 are in response to revisions of financial reporting requirements of the
SEC and other developments in auditing and reporting practices. The principal
changes are to add or revise guidance on the following:
• Shelf registration statements ( paragraphs 8 and 48)
Independence ( paragraphs 13 and 36 and examples A and K)
• Compliance with SEC requirements ( paragraph 15)
• Accountants' reports ( paragraph 18 and footnotes 21 and 23)
• Pro forma financial information ( paragraph 19g and example L)
• Comments on unaudited condensed interim financial statements that are not included
in the registration statement ( paragraph 24)
• Comments on subsequent changes and decreases ( paragraph 31)
• Tables, statistics, and other financial information ( paragraph 43 and example J )
This Statement also includes certain minor revisions, such as to references to SEC regulations;
the paragraphs have also been renumbered.
Copyright © 1984 by the
American Institute of Certified Public Accountants, Inc.
1211 Avenue of the Americas, New York, N. Y. 10036- 8775
1234567890 AudS 8987654
September 1984
49
