AS 3101: The Auditor's Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion

Amendments to paragraphs .12e and .18 have been adopted by the PCAOB and approved by the U.S. Securities and Exchange Commission. The standard as amended will be effective for audits of financial statements for fiscal years ending on or after December 15, 2024. See PCAOB Release No. 2022-002, SEC Release No. 34-95488. View the standard as amended.

Guidance on AS 3101: 

• Staff Questions and Answers on Adjustments to Prior-Period Financial Statements Audited by a Predecessor Auditor
• Staff Guidance for Auditors of SEC-Registered Brokers and Dealers
• Staff Guidance – Form AP, Auditor Reporting of Certain Audit Participants, and Related Voluntary Audit Report Disclosure Under AS 3101, The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion (Dec. 17, 2021)
• Staff Guidance – Changes to the Auditor's Report Effective for Audits of Fiscal Years Ending on or After December 15, 2017
• Implementation of Critical Audit Matters: The Basics (March 18, 2019)
• Implementation of Critical Audit Matters: Staff Observations from Review of Audit Methodologies (March 18, 2019)
• Implementation of Critical Audit Matters: A Deeper Dive on the Determination of CAMs (March 18, 2019)
• Annotated Example Auditor’s Report for the Audit of a Broker or Dealer (Dec. 18, 2018).

Summary Table of Contents 

• .01  Introduction
• .04  Objectives
• .05  The Auditor's Unqualified Report
• Appendix A - Definition
• Appendix B - An Illustrative Auditor's Unqualified Report Including Critical Audit Matters

Introduction

.01       The auditor's report contains either an expression of opinion on the financial statements,¹ taken as a whole,² or an assertion that an opinion cannot be expressed. This standard establishes requirements regarding the content of the auditor's written report when the auditor expresses an unqualified opinion on the financial statements (the "auditor's unqualified report").³

.02       The auditor is in a position to express an unqualified opinion on the financial statements when the auditor conducted an audit in accordance with the standards of the Public Company Accounting Oversight Board ("PCAOB") and concludes that the financial statements, taken as a whole, are presented fairly, in all material respects,⁴ in conformity with the applicable financial reporting framework. ⁵

.03       When the auditor conducts an audit of financial statements in accordance with the standards of the PCAOB, some circumstances require that the auditor express a qualified opinion, adverse opinion, or disclaimer of opinion on the financial statements and state the reasons for the departure from the unqualified opinion. AS 3105, Departures from Unqualified Opinions and Other Reporting Circumstances, describes reporting requirements related to departures from unqualified opinions and other reporting circumstances.

Objectives

.04       The objectives of the auditor when the auditor concludes that an unqualified opinion is appropriate are to:

1. Issue a written report that expresses an unqualified opinion on the financial statements and describes the basis for that opinion; and
2. Communicate in the auditor's unqualified report critical audit matters,⁶ when required, relating to the audit of the financial statements or state that the auditor determined that there are no critical audit matters.

The Auditor's Unqualified Report

.05       The auditor's unqualified report includes:⁷

1. The basic elements,⁸ as described in paragraphs .06–.10;

2. Communication regarding critical audit matters relating to the audit of the current period's financial statements, as described in paragraphs .11–.17, unless such requirements do not apply;

   Note: Communication of critical audit matters is not required for audits of (1) brokers⁹ and dealers¹⁰ reporting under Exchange Act Rule 17a-5; (2) investment companies registered under the Investment Company Act of 1940 ("Investment Company Act"),¹¹ other than companies that have elected to be regulated as business development companies;¹² (3) employee stock purchase, savings, and similar plans;¹³ and (4) emerging growth companies.¹⁴ Auditors of these entities may consider voluntarily including communication of critical audit matters as described in this standard.

3. Other explanatory language (or an explanatory paragraph), as appropriate in the circumstances, as described in paragraphs .18–.19; and
4. Information about certain audit participants, if the auditor decides to provide this information in the auditor's report, as described in paragraph .20.

Basic Elements

Title

.06       The auditor's report must include the title, "Report of Independent Registered Public Accounting Firm."

Addressee

.07       The auditor's report must be addressed to the shareholders and the board of directors, or equivalents for companies not organized as corporations. The auditor's report may include additional addressees.

Opinion on the Financial Statements

.08       The first section of the auditor's report must include the section title "Opinion on the Financial Statements" and the following elements:

1. The name of the company whose financial statements were audited;
2. A statement identifying each financial statement and any related schedule(s) that has been audited;¹⁵
3. The date of, or period covered by, each financial statement and related schedule, if applicable, identified in the report;
4. A statement indicating that the financial statements, including the related notes and any related schedule(s), identified and collectively referred to in the report as the financial statements, were audited; and
5. An opinion that the financial statements present fairly, in all material respects, the financial position of the company as of the balance sheet date and the results of its operations and its cash flows for the period then ended in conformity with the applicable financial reporting framework.¹⁶ The opinion should also include an identification of the applicable financial reporting framework.

Basis for Opinion

.09       The second section of the auditor's report must include the section title "Basis for Opinion" and the following elements:

1. A statement that the financial statements are the responsibility of the company's management;
2. A statement that the auditor's responsibility is to express an opinion on the financial statements based on the audit;
3. A statement that the audit was conducted in accordance with the standards of the PCAOB;
4. A statement that PCAOB standards require that the auditor plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud;
5. A statement that the audit included: 
1. Performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks;
2. Examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements;
3. Evaluating the accounting principles used and significant estimates made by management; and
4. Evaluating the overall presentation of the financial statements;
6. A statement that the auditor believes that the audit provides a reasonable basis for the auditor's opinion; and
7. A statement that the auditor is a public accounting firm registered with the PCAOB (United States) and is required to be independent with respect to the company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB.

Signature, Tenure, Location, and Date

.10       The auditor's report must include the following elements:

1. The signature of the auditor's firm;¹⁷

2. A statement containing the year the auditor began serving consecutively as the company's auditor;¹⁸

   Note: For purposes of this subparagraph, references to the auditor include other firms that the auditor's firm has acquired or that have merged with the auditor's firm. If there is uncertainty as to the year the auditor began serving consecutively as the company's auditor, such as due to firm or company mergers, acquisitions, or changes in ownership structure, the auditor should state that the auditor is uncertain as to the year the auditor became the company's auditor and provide the earliest year of which the auditor has knowledge.

3. The city and state (or city and country, in the case of non-U.S. auditors) from which the auditor's report has been issued;¹⁹ and
4. The date of the auditor's report.²⁰

Critical Audit Matters

Determination of Critical Audit Matters

.11       The auditor must determine whether there are any critical audit matters in the audit of the current period's financial statements. A critical audit matter is any matter arising from the audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex auditor judgment. Critical audit matters are not a substitute for the auditor's departure from an unqualified opinion (i.e., a qualified opinion, adverse opinion, or disclaimer of opinion on the financial statements as described in AS 3105).

.12       In determining whether a matter involved especially challenging, subjective, or complex auditor judgment, the auditor should take into account, alone or in combination, the following factors, as well as other factors specific to the audit:

1. The auditor's assessment of the risks of material misstatement, including significant risks;
2. The degree of auditor judgment related to areas in the financial statements that involved the application of significant judgment or estimation by management, including estimates with significant measurement uncertainty;
3. The nature and timing of significant unusual transactions and the extent of audit effort and judgment related to these transactions;
4. The degree of auditor subjectivity in applying audit procedures to address the matter or in evaluating the results of those procedures;
5. The nature and extent of audit effort required to address the matter, including the extent of specialized skill or knowledge needed or the nature of consultations outside the engagement team regarding the matter; and
6. The nature of audit evidence obtained regarding the matter.

Note: It is expected that, in most audits, the auditor would determine that at least one matter involved especially challenging, subjective, or complex auditor judgment.

Communication of Critical Audit Matters

.13       The auditor must communicate in the auditor's report critical audit matters²¹ relating to the audit of the current period's financial statements or state that the auditor determined that there are no critical audit matters.

Note: When the current period's financial statements are presented on a comparative basis with those of one or more prior periods, the auditor may communicate critical audit matters relating to a prior period. This may be appropriate, for example, when (1) the prior period's financial statements are made public for the first time, such as in an initial public offering, or (2) issuing an auditor's report on the prior period's financial statements because the previously issued auditor's report could no longer be relied upon.

.14       For each critical audit matter communicated in the auditor's report the auditor must:

1. Identify the critical audit matter;
2. Describe the principal considerations that led the auditor to determine that the matter is a critical audit matter;

3. Describe how the critical audit matter was addressed in the audit; and

   Note: In describing how the critical audit matter was addressed in the audit, the auditor may describe: (1) the auditor's response or approach that was most relevant to the matter; (2) a brief overview of the audit procedures performed; (3) an indication of the outcome of the audit procedures; and (4) key observations with respect to the matter, or some combination of these elements.

4. Refer to the relevant financial statement accounts or disclosures that relate to the critical audit matter.

Note 1: Language that could be viewed as disclaiming, qualifying, restricting, or minimizing the auditor's responsibility for the critical audit matters or the auditor's opinion on the financial statements is not appropriate and may not be used. The language used to communicate a critical audit matter should not imply that the auditor is providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

Note 2: When describing critical audit matters in the auditor's report, the auditor is not expected to provide information about the company that has not been made publicly available by the company unless such information is necessary to describe the principal considerations that led the auditor to determine that a matter is a critical audit matter or how the matter was addressed in the audit.

Language Preceding Critical Audit Matters in the Auditor's Report

.15       The following language, including the section title "Critical Audit Matters," should precede critical audit matters communicated in the auditor's report:

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Note: If the auditor communicates critical audit matters for prior periods, the language preceding the critical audit matters should be modified to indicate the periods to which the critical audit matters relate.

.16       In situations in which the auditor determines that there are no critical audit matters, the auditor should include the following language, including the section title "Critical Audit Matters," in the auditor's report:

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

Documentation of Critical Audit Matters

.17       For each matter arising from the audit of the financial statements that:

1. Was communicated or required to be communicated to the audit committee; and
2. Relates to accounts or disclosures that are material to the financial statements;

the auditor must document whether or not the matter was determined to be a critical audit matter (i.e., involved especially challenging, subjective, or complex auditor judgment) and the basis for such determination.²²

Explanatory Language Added to the Auditor's Report

.18       Other standards of the PCAOB require that, in certain circumstances, the auditor include explanatory language (or an explanatory paragraph) in the auditor's report, while not affecting the auditor's opinion on the financial statements. These circumstances include when:

1. There is substantial doubt about the company's ability to continue as a going concern;²³
2. The auditor decides to refer to the report of other auditors as the basis, in part, for the auditor's own report;²⁴
3. There has been a change between periods in accounting principles or in the method of their application that has a material effect on the financial statements;²⁵
4. There has been a change in a reporting entity, unless the change in the reporting entity results from a transaction or event, such as the creation, cessation, or complete or partial purchase or disposition of a subsidiary or other business unit; ²⁶
5. A material misstatement in previously issued financial statements has been corrected;²⁷
6. The auditor performs an integrated audit and issues separate reports on the company's financial statements and internal control over financial reporting;²⁸
7. Management is required to report on the company's internal controls over financial reporting but such report is not required to be audited,²⁹ and the auditor has not been engaged to perform an audit of management's assessment of the effectiveness of the company's internal control over financial reporting;³⁰
8. Certain circumstances relating to reports on comparative financial statements exist;³¹
9. Selected quarterly financial data required by Item 302(a) of Regulation S-K is not appropriately presented, has been omitted, or has not been reviewed;³²
10. Supplementary information required by the applicable financial reporting framework has been omitted, the presentation of such information departs materially from the requirements of the applicable financial reporting framework, the auditor is unable to complete prescribed procedures with respect to such information, or the auditor is unable to remove substantial doubts about whether the supplementary information conforms to the requirements of the applicable financial reporting framework; ³³
11. There has been a change in an investee year end that has a material effect on the company's financial statements;³⁴  and
12. Other information in a document containing audited financial statements is materially inconsistent with information appearing in the financial statements.³⁵

Emphasis of a Matter

.19       The auditor may emphasize a matter regarding the financial statements in the auditor's report ("emphasis paragraph").³⁶ The following are examples of matters, among others, that might be emphasized in the auditor's report:³⁷

1. Significant transactions, including significant transactions with related parties;
2. Unusually important subsequent events, such as a catastrophe that has had, or continues to have, a significant effect on the company's financial position;
3. Accounting matters, other than those involving a change or changes in accounting principles, affecting the comparability of the financial statements with those of the preceding period;
4. An uncertainty relating to the future outcome of significant litigation or regulatory actions; and
5. That the entity is a component of a larger business enterprise.

If the auditor adds an emphasis paragraph in the auditor's report, the auditor should use an appropriate section title.

Information about Certain Audit Participants

.20       The auditor may include in the auditor's report information regarding the engagement partner and/or other accounting firms participating in the audit that is required to be reported on PCAOB Form AP, Auditor Reporting of Certain Audit Participants. ³⁸ If the auditor decides to provide information about the engagement partner, other accounting firms participating in the audit, or both, the auditor must disclose the following:

1. Engagement partner—the engagement partner's full name as required on Form AP; or
2. Other accounting firms participating in the audit:

1. A statement that the auditor is responsible for the audits or audit procedures performed by the other public accounting firms and has supervised or performed procedures to assume responsibility for their work in accordance with PCAOB standards;
2. Other accounting firms individually contributing 5% or more of total audit hours—for each firm, (1) the firm's legal name, (2) the city and state (or, if outside the United States, city and country) of headquarters' office, and (3) percentage of total audit hours as a single number or within an appropriate range, as is required to be reported on Form AP; and
3. Other accounting firms individually contributing less than 5% of total audit hours—(1) the number of other accounting firms individually representing less than 5% of total audit hours and (2) the aggregate percentage of total audit hours of such firms as a single number or within an appropriate range, as is required to be reported on Form AP.

APPENDIX A – Definition

A1.       For purposes of this standard, the term listed below is defined as follows:

A2.       Critical audit matter – Any matter arising from the audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex auditor judgment.

Note: Required audit committee communications are set forth in PCAOB standards, including AS 1301, Communications with Audit Committees, and Appendix B of that standard which refers to other PCAOB rules and standards.

APPENDIX B – An Illustrative Auditor's Unqualified Report Including Critical Audit Matters

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of X Company

Opinion on the Financial Statements

We have audited the accompanying balance sheets of X Company (the "Company") as of December 31, 20X2 and 20X1, the related statements of [titles of the financial statements, e.g., income, comprehensive income, stockholders' equity, and cash flows], for each of the three years in the period ended December 31, 20X2, and the related notes [and schedules] (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of [at] December 31, 20X2 and 20X1, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20X2, in conformity with [the applicable financial reporting framework].

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters [if applicable]

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

[Include critical audit matters]

[Signature]

We have served as the Company's auditor since [year].

[City and State or Country]

[Date]