Form 11-K audit report for filing

with the SEC

Excerpt from the 2021 AICPA Audit and Accounting
Guide, Employee Benefit Plans

Unmodified Opinion — Form 11-K Filings With the SEC

14.44 Plans that are required to file Form 11-K are deemed to be issuers and must submit to the
SEC an audit performed in accordance with the auditing and related professional practice
standards promulgated by the PCAOB. To perform an audit for a plan that files Form 11-
K, public accounting firms have to be registered with the PCAOB.

14.45 Accordingly, plans that are required to file a Form 11-K should refer to "the standards of
the Public Company Accounting Oversight Board (United States)" in the auditor’s report,
in accordance with PCAOB AS 3101, The Auditor's Report on an Audit of Financial
Statements When the Auditor Expresses an Unqualified Opinion, when filing with the
SEC.

14.46 Auditors will need to conduct their audits of these Form 11-K plans in accordance with
two sets of auditing standards (PCAOB and GAAS) and prepare two separate audit
reports: an audit report following PCAOB standards for Form 11-K filings with the SEC
and a separate audit report prepared in accordance with GAAS, including AU-C sections
703, 705, and 706 for DOL filings.

14.47 The instructions to the Form 11-K and Article 6A of Regulation S-X address reporting
requirements for employee stock purchase, savings, and similar plans that are required to
file reports with the SEC. The SEC rules for Form 11-K permit plans subject to ERISA to
file financial statements and supplemental schedules prepared in accordance with ERISA
rather than in accordance with Regulation S-X. See chapter 5, “Defined Contribution
Retirement Plans,” of this guide for a discussion of SEC reporting requirements related to
employee benefit plans.

Form 11-K Audit Report for Filing With the SEC

14.48 The following exhibit is an illustration of an auditor’s report for an employee benefit plan
subject to ERISA that is filing Form 11-K with the SEC.
 Note

The following example is for illustrative purposes only and auditors are required to
comply with the PCAOB standards and related staff guidance when preparing the
auditor’s report. (See AS 3101 and related Staff Guidance “Changes to the Auditor’s
Report Effective for Audits of Fiscal Years Ending on or After December 15, 2017”
(updated as of December 28, 2017). This example is based on the illustrative report
contained in PCAOB Staff Guidance, sec. 300.04. This example report has not been
reviewed, approved, disapproved, or otherwise acted on by the PCAOB or SEC.

PCAOB Release No. 2015-008: Improving the Transparency of Audits: Rules to

Require Disclosure of Certain Audit Participants on a New PCAOB Form and Related
Amendments to Auditing Standards

PCAOB adopted Rules 3210 and 3211 and related amendments to its auditing standards
(AS 3101, Reports on Audited Financial Statements, and PCAOB AS 1205, Part of the
Audit Performed by Other Auditors) that require the disclosure of the name of the
engagement partner and information about other accounting firms that are participants in
audits of issuers. Under the rules, firms are required to file certain information on Form
AP, Auditor Reporting of Certain Audit Participants. Readers are encouraged to consult
the full text of PCAOB Release No. 2015-008 and the related rules and auditing
standards on the PCAOB’s website at www.pcaobus.org.

Exhibit 14-5

Circumstances include the following:

• Audit of a defined contribution plan’s financial statements for the purpose of

filing the Form 11-K with the SEC prepared in conformity with GAAP.

• In lieu of the requirements of the 1934 Act, the plan sponsor has elected to file the
plan’s financial statements and schedules prepared in accordance with the
financial reporting requirements of ERISA. See chapter 5 and A.18 in appendix A
of this guide.

• The audit was conducted in accordance with standards of the PCAOB.

Accordingly, the report is prepared in accordance with AS 3101.

• The public accounting firm is registered with the PCAOB and for purposes of this
engagement is required by regulation to be in compliance with the independence
standards and other professional practice standards of the PCAOB and SEC.

• The report contains an unqualified opinion.

 • The plan presents comparative statements of net assets available for benefits and
a single-year statement of changes in net assets available for benefits.

• Supplemental information as required by the Department of Labor’s Rules and

Regulations for Reporting and Disclosure under ERISA accompanies the plan’s
financial statements. The report on the supplemental information is presented as
an additional paragraph in the auditor’s report. It is used when the auditor has
expressed an unqualified opinion on the financial statements, have subjected all
of the supplemental information presented to the audit procedures applied in the
audit as required by AS 2701, and have concluded that the supplemental
information is fairly stated, in all material respects, in relation to the financial
statements as a whole.

Report of Independent Registered Public Accounting Firm

[Addressee] fn 18

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the
ABC 401(k) Plan (the Plan) as of December 31, 20X2 and 20X1, and the related
statement of changes in net assets available for benefits for the year ended December 31,
20X2, and the related notes [and schedules] fn 19 (collectively referred to as the financial
statements). In our opinion, the financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of [at] December 31, 20X2

fn 18
See paragraph .07 of PCAOB AS 3101, The Auditor's Report on an Audit of Financial Statements When the
Auditor Expresses an Unqualified Opinion. PCAOB Staff Guidance “Changes to the Auditor’s Report Effective for
Audits of Fiscal Years Ending On or After December 15, 2017” (PCAOB Staff Guidance, sec. 300.04) (updated as
of December 28, 2017), states the following:

AS 3101 requires the auditor’s report to be addressed to the shareholders and the board of directors, or equivalents
for companies not organized as corporations. For example, if a company is not organized as a corporation, the
auditor's report would generally be addressed to (1) the plan administrator and plan participants for a benefit plan;
(2) the directors (or equivalent) and equity owners for a broker or dealer; and (3) the trustees and unit holders or
other investors for an investment company organized as a trust. The auditor's report may include additional
addressees. Since inclusion of additional addressees is voluntary, auditors can assess, based on the individual
circumstances, whether to include additional addressees in the auditor's report.

fn 19
Footnote 14 of PCAOB AS 3101 states the following:

Various SEC rules and forms require that companies file schedules of information and that those schedules be
audited if the company's financial statements are audited. See, e.g., Regulation S-X Rules 5-04, 6-10, 6A-05, and 7-
05, 17 CFR 210.5-04, 210.6-10, 210.6A-05, 210.7-05. See generally, Regulation S-X Rule 12-01, 17 CFR 210.12-
01, et seq., which address the form and content of certain SEC-required schedules.
 and 20X1, and the changes in net assets available for benefits for the year ended
December 31, 20X2, in conformity with accounting principles generally accepted in the
United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our
responsibility is to express an opinion on the Plan’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 Plan 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. fn 20

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.
fn 21
Supplemental Information

The [identify supplemental information, for example title of schedules and period
covered] has been subjected to audit procedures performed in conjunction with the audit
of the Plan’s financial statements. The supplemental information is the responsibility of

fn 20
As described in paragraphs .59–.60 of PCAOB AS 3105, Departures from Unqualified Opinions and Other
Reporting Circumstances, this section should be revised in situations in which management is required to report on
the effectiveness of internal control over financial reporting but such report is not required to be audited, nor has the
auditor been engaged to perform an audit of management’s assessment of the effectiveness of internal control over
financial reporting. In such circumstances, paragraph .60 of PCAOB AS 3105 provides an example of appropriate
language to include in the auditor’s report. Footnote 7 to “Changes to the Auditor’s Report Effective for Audits of
Fiscal Years Ending On or After December 15, 2017,” states that a similar paragraph may voluntarily be included in
the auditor’s report in situations in which management is not required to report on internal control over financial
reporting and neither is the auditor.

fn 21
PCAOB AS 2701, Auditing Supplemental Information Accompanying Audited Financial Statements and AS
3101 do not specify the location or section title for the auditor’s report on supplemental information. The title is an
example for purposes of this illustration.
 the Plan’s management. Our audit procedures included determining whether the
supplemental information reconciles to the financial statements or the underlying
accounting and other records, as applicable, and performing procedures to test the
completeness and accuracy of the information presented in the supplemental information.
In forming our opinion on the supplemental information, we evaluated whether the
supplemental information, including its form and content, is presented in conformity with
the Department of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. In our opinion, the supplemental
information is fairly stated, in all material respects, in relation to the financial statements
as a whole.

[Signature of Firm]

We have served as the Plan’s auditor since [year] fn 22

[City and State]

[Date]

fn 22
“Changes to the Auditor’s Report Effective for Audits of Fiscal Years Ending On or After December 15, 2017,”
provides guidance relating to the determination and reporting of tenure. AS 3101 does not specify a required
location within the auditor’s report for the statement on tenure. Example auditor’s reports included in appendix B,
“An Illustrative Auditor's Unqualified Report Including Critical Audit Matters,” of AS 3101 and “Changes to the
Auditor’s Report Effective for Audits of Fiscal Years Ending On or After December 15, 2017,” include the
statement on auditor tenure at the end of the report; however, auditors have discretion to present auditor tenure in the
part of the auditor’s report they consider appropriate.