Form AP - Auditor Reporting of Certain Audit Participants

GENERAL INSTRUCTIONS

1.

Submission of this Report. Effective January 31, 2017, registered public accounting firm must use this Form to file with the Board reports required by Rule 3211 and to file any amendments to such reports. Unless otherwise directed by the Board, the registered public accounting firm must file this Form electronically with the Board through the Board's Web-based system.

2.

Defined TermsThe definitions in the Board's rules apply to this Form. Italicized terms in the instructions to this Form are defined in the Board's rules. In addition, as used in the instructions to this Form, the term "the Firm" means the registered public accounting firm that is filing this Form with the Board; and the term, "other accounting firm" means (i) a registered public accounting firm other than the Firm; or (ii) any other person or entity that opines on the compliance of any entity's financial statements with an applicable financial reporting framework.

3.

When this Report is Considered FiledA report on Form APis considered filed on the date the Firm submits to the Board a Form AP in accordance with Rule 3211 that includes the certification required by Part VI of Form AP.

Note 1: A Form AP filing is not required for an audit report of a registered public accounting firm that is referred to by the Firm in accordance with AS 1205, Part of the Audit Performed by Other Independent Auditors.

Note 2: Rule 3211 requires the filing of a report on Form AP regarding an audit report only the first time the audit report is included in a document filed with the Commission. Subsequent inclusion of precisely the same audit report in other documents filed with the Commission does not give rise to a requirement to file another Form AP. In the event of any change to the audit report, including any change in the dating of the report, Rule 3211 requires the filing of a new Form AP the first time the revised audit report is included in a document filed with the Commission.

4.

Amendments to this Report. Amendments to Form AP are required to correct information that was incorrect at the time the Form was filed or to provide information that was omitted from the Form and was required to be provided at the time the Form was filed. When filing a Form AP to amend an earlier filed Form AP, the Firm must supply not only the corrected or supplemental information, but it must include in the amended Form AP all information and certifications that were required to be included in the original Form AP. The Firm may access the originally filed Form AP through the Board's Web-based system and make the appropriate amendments without needing to re-enter all other information.

Note: The Board will designate an amendment to a report on Form APas a report on "Form AP/A."

 5.

 Rules Governing this Report. In addition to these instructions, Rules 3210 and 3211 govern this Form. Read these rules and the instructions carefully before completing this Form.

6.

Language. Information submitted as part of this Form must be in the English language.

 7.

Partner ID. For purposes of responding to Item 3.1.a.6, the Firm must assign each engagement partner that is responsible for the Firm's issuance of an issuer audit report a 10-digit Partner ID number. The Firm must assign a unique Partner ID number to each such engagement partner and must use the same Partner ID for that engagement partner in every Form AP filed by the Firm that identifies that engagement partner. The Partner ID must begin with the Firm ID—a unique five-digit identifier based on the number assigned to the Firm by the PCAOB—and be followed by a unique series of five digits assigned by the Firm. When an engagement partner is no longer associated with the Firm, his/her Partner ID must be retired and not reassigned.

If the engagement partner was previously associated with a different registered public accounting firm and had a Partner ID at that previous firm, the Firm must assign a new Partner ID in accordance with the instructions above. The new Firm must report, in Item 3.1.a.6, the new Partner ID and all Partner IDs previously associated with the engagement partner.

Note: The Firm ID can be found by viewing the firm's summary page on the PCAOB website, where it is displayed parenthetically next to the name of the firm—firm name (XXXXX). For firms that have PCAOB-assigned identifiers with fewer than 5 digits, leading zeroes should be added before the number to make 5 digits, e.g., 99 should be presented as 00099.

PART I - IDENTITY OF THE FIRM

In Part I, the Firm should provide information that is current as of the date of the certification in Part VI.

Item 1.1          Name of the Firm

a.

State the legal name of the Firm.

b.

If different than its legal name, state the name under which the Firm issued this audit report.

PART II - AMENDMENTS

Item 2.1          Amendments

If this is an amendment to a report previously filed with the Board:

a.

Indicate, by checking the box corresponding to this item, that this is an amendment.

b.

Identify the specific Part or Item number(s) in this Form (other than this Item 2.1) as to which the Firm's response has changed from that provided in the most recent Form AP or amended Form AP filed by the Firm with respect to an audit report related to the issuer named in Item 3.1.a.1.

PART III - AUDIT CLIENT AND AUDIT REPORT

Item 3.1          Audit Report

a.

Provide the following information concerning the issuer for which the Firm issued the audit report

  1. Indicate, by checking the box corresponding to this item, whether the audit client is an issuer other than an employee benefit plan or investment company; an employee benefit plan; or an investment company;
  2. The Central Index Key (CIK) number, if any, and Series identifier, if any;
  3. The name of the issuer whose financial statements were audited;
  4. The date of the audit report;
  5. The end date of the most recent period's financial statements identified in the audit report;
  6. The name (that is, first and last name, all middle names and suffix, if any) of the engagement partner on the most recent period's audit, his/her Partner ID, and any other Partner IDs by which he/she has been identified on a Form AP filed by a different registered public accounting firm or on a Form AP filed by the Firm at the time when it had a different Firm ID; and
  7. The city and state (or, if outside the United States, city and country) of the office of the Firm issuing the audit report.
b.

Indicate, by checking the box corresponding to this item, if the most recent period and one or more other periods presented in the financial statements identified in Item 3.1.a.5 were audited during a single audit engagement.

c.

In the event of an affirmative response to Item 3.1.b, indicate the periods audited during the single audit engagement for which the individual named in Item 3.1.a.6 served as engagement partner (for example, as of December 31, 20XX and 20X1 and for the two years ended December 31, 20XX).

d.

Indicate, by checking the box corresponding to this item, if the audit report was dual-dated pursuant to AS 3110, Dating of the Independent Auditor's Report.

e. 

In the event of an affirmative response to Item 3.1.d, indicate the date of the dual-dated information and if different from the engagement partner named in Item 3.1.a.6, information about the engagement partner who audited the information within the financial statements to which the dual-dated opinion applies in the same detail as required by Item 3.1.a.6.

Note: In responding to Item 3.1.e, the Firm should provide each date of any dual-dated audit report.

Item 3.2          Other Accounting Firms

Indicate, by checking the box corresponding to this item, if one or more other accounting firms participated in the Firm's audit. If this item is checked, complete Part IV. By checking this box, the Firm is stating that it is responsible for the audits or audit procedures performed by the other accounting firm(s) identified in Part IV and has supervised or performed procedures to assume responsibility for their work in accordance with PCAOB standards.

Note: For purposes of Item 3.2, an other accounting firm participated in the Firm's audit if (1) the Firm assumes responsibility for the work and report of the other accounting firm as described in paragraphs .03-.05 of AS 1205, Part of the Audit Performed by Other Independent Auditors, or (2) the other accounting firm or any of its principals or professional employees was subject to supervision under AS 1201, Supervision of the Audit Engagement.

Item 3.3          Divided Responsibility

Indicate, by checking the box corresponding to this item, if the Firm divided responsibility for the audit in accordance with AS 1205, Part of the Audit Performed by Other Independent Auditors, with one or more other public accounting firm(s). If this item is checked, complete Part V.

PART IV - RESPONSIBILITY FOR THE AUDIT IS NOT DIVIDED

In responding to Part IV, total audit hours in the most recent period's audit should be comprised of hours attributable to: (1) the financial statement audit; (2) reviews pursuant to AS 4105, Reviews of Interim Financial Information; and (3) the audit of internal control over financial reporting pursuant to AS 2201, An Audit of Internal Control Over Financial Reporting That Is Integrated with An Audit of Financial Statements. Excluded from disclosure and from total audit hours in the most recent period's audit are, respectively, the identity and hours incurred by: (1) the engagement quality reviewer; (2) the person who performed the review pursuant to SEC Practice Section 1000.45 Appendix K; (3) specialists engaged, not employed, by the Firm; (4) an accounting firm performing the audit of entities in which the issuer has an investment that is accounted for using the equity method; (5) internal auditors, other company personnel, or third parties working under the direction of management or the audit committee who provided direct assistance in the audit of internal control over financial reporting; and (6) internal auditors who provided direct assistance in the audit of the financial statements. Hours incurred in the audit by entities other than other accounting firms are included in the calculation of total audit hours and should be allocated among the Firm and the other accounting firms participating in the audit on the basis of which accounting firm commissioned and directed the applicable work.

Actual audit hours should be used if available. If actual audit hours are unavailable, the Firm may use a reasonable method to estimate the components of this calculation. The Firm should document in its files the method used to estimate hours when actual audit hours are unavailable and the computation of total audit hours on a basis consistent with AS 1215, Audit Documentation. Under AS 1215, the documentation should be in sufficient detail to enable an experienced auditor, having no previous connection with the engagement, to understand the computation of total audit hours and the method used to estimate hours when actual hours were unavailable.

In responding to Part IV, if the financial statements for the most recent period and one or more other periods covered by the audit report identified in Item 3.1.a.4 were audited during a single audit engagement (for example, in a reaudit of a prior period(s)), the calculation should be based on the percentage of audit hours attributed to such firms in relation to the total audit hours for the periods identified in Item 3.1.c.

Indicate, by checking the box, if the percentage of total audit hours will be presented within ranges in Part IV.

Item 4.1          Other Accounting Firm(s) Individually 5% or Greater of Total Audit Hours

a.

State the legal name of other accounting firms and the extent of participation in the audit—as a single number or within the appropriate range of the percentage of hours, according to the following list—attributable to the audits or audit procedures performed by such accounting firm in relation to the total hours in the most recent period's audit.

90%-or-more of total audit hours;
80% to less than 90% of total audit hours;
70% to less than 80% of total audit hours;
60% to less than 70% of total audit hours;
50% to less than 60% of total audit hours;
40% to less than 50% of total audit hours;
30% to less than 40% of total audit hours;
20% to less than 30% of total audit hours;
10% to less than 20% of total audit hours; and
5% to less than 10% of total audit hours.

b.

For each other accounting firm named, state the city and state (or, if outside the United States, city and country) of the headquarters' office and, if applicable, the other accounting firm's Firm ID.

Note 1: In responding to Items 4.1 and 4.2, the percentage of hours attributable to other accounting firms should be calculated individually for each firm. If the individual participation of one or more other accounting firm(s) is less than 5%, the Firm should complete Item 4.2.

Note 2: In responding to Item 4.1.b, the Firm ID represents a unique five-digit identifier for firms that have a publicly available PCAOB-assigned number.

Item 4.2          Other Accounting Firm(s) Individually Less Than 5% of Total Audit Hours

a.

State the number of other accounting firm(s) individually representing less than 5% of total audit hours.

b.

Indicate the aggregate percentage of participation of the other accounting firm(s) that individually represented less than 5% of total audit hours by filling in a single number or by selecting the appropriate range as follows:

90%-or-more of total audit hours;
80% to less than 90% of total audit hours;
70% to less than 80% of total audit hours;
60% to less than 70% of total audit hours;
50% to less than 60% of total audit hours;
40% to less than 50% of total audit hours;
30% to less than 40% of total audit hours;
20% to less than 30% of total audit hours;
10% to less than 20% of total audit hours;
5% to less than 10% of total audit hours; and
Less-than-5% of total audit hours.

PART V - RESPONSIBILITY FOR THE AUDIT IS DIVIDED

Item 5.1          Identity of the Other Public Accounting Firm(s) to which the Firm Makes Reference

a.

Provide the following information concerning each other public accounting firm the Firm divided responsibility with in the audit

  1. State the legal name of the other public accounting firm and when applicable, the other public accounting firm's Firm ID.
  2. State the city and state (or, if outside the United States, city and country) of the office of the other public accounting firm that issued the other audit report.
  3. State the magnitude of the portion of the financial statements audited by the other public accounting firm.

Note: In responding to Item 5.1.a.3, the Firm should state the dollar amounts or percentages of one or more of the following: total assets, total revenues, or other appropriate criteria, as it is described in the audit report in accordance with AS 1205.

PART VI - CERTIFICATION OF THE FIRM

Item 6.1          Signature of Partner or Authorized Officer

This Form must be signed on behalf of the Firm by an authorized partner or officer of the Firm by typing the name of the signatory in the electronic submission. The signer must certify that:

a.

The signer is authorized to sign this Form on behalf of the Firm;

b.

The signer has reviewed this Form; 

c.

Based on the signer's knowledge, this Form does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading; and

d.

Based on the signer's knowledge, the Firm has not failed to include in this Form any information that is required by the instructions to this Form. 

The signature must be accompanied by the signer's title, the capacity in which the signer signed the Form, the date of signature, and the signer's business telephone number and business e-mail address.

[Effective pursuant to SEC Release No. 34-77787, File No. PCAOB-2016-01 (May 9, 2016)]