Letter of Inquiry

Appendix A1
Sample Audit Inquiry Letter from CFO to General Counsel
[DATE]
[NAME AND ADDRESS OF ISSUER]
Attn: [NAME AND TITLE OF CLO/GC]
Dear [NAME]:
In connection with an audit of the consolidated financial statements of [NAME OF ISSUER]

(“[XXXX]”) and its subsidiaries (collectively, the “Company”) at December 31, 20[XX] and for
the period then ended, please furnish our auditors, [NAME OF FIRM], with the information
requested below concerning certain contingencies involving matters with respect to which you
have devoted substantive attention on behalf of [XXXX] or any of its subsidiaries or affiliates
(identified in the attached Schedule A) in the form of legal consultation or representation. This
request is limited to contingencies amounting to $XXX,XXX individually or items involving
lesser amounts that exceed $XXX,XXX in the aggregate for [MAJOR SUBSIDIARIES] and to
contingencies amounting to $XXX,XXX individually or items involving lesser amounts that
exceed $XXX,XXX in the aggregate for [OTHER SUBSIDIARIES] (the “Threshold Amounts”).
Regarding pending or threatened litigation, claims and assessments (excluding unasserted

claims), please include in your response: (1) the nature of each matter, (2) the progress of each
matter to date, (3) how the Company is responding or intends to respond (for example, to contest
the case vigorously or to seek an out-of-court settlement), and (4) an evaluation of the likelihood
of an unfavorable response or outcome and an estimate, if one can be made, of the amount or
range of potential loss.
We understand that whenever, in the course of performing legal services for the Company with
respect to a matter recognized to involve an unasserted possible claim or assessment that may
call for financial statement disclosure, if you have formed a professional conclusion that we
should disclose or consider disclosure concerning such possible claim or assessment, as a matter
of professional responsibility to us, you will so advise us and will consult with us concerning the
question of such disclosure and the applicable requirements of Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) 450, Contingencies. Please
specifically confirm to our auditors that our understanding is correct.
The Company has represented to the auditors that there are no unasserted possible claims that
you have advised us are probable of assertion and must be disclosed in accordance with FASB
ASC 450.
1
The samples in this Appendix A were provided by Maryann Waryjas, Senior Vice President, Chief Legal Officer
and Corporate Secretary of Herc Holdings Inc.
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Your response should include matters that existed at December 31, 20[XX] and during the period
from that date to the date of your response and should be sent to [NAME, ADDRESS AND
CONTACT PERSON AT AUDIT FIRM], no later than [DATE].
Please specifically identify the nature of, and reasons for, any limitation on your response.
Very truly yours,
[NAME]
Chief Financial Officer
Sample General Counsel Audit Response Letter
[DATE]
[NAME AND ADDRESS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM]
Re: [NAME OF ISSUER]
Ladies and Gentlemen:
By letter dated [DATE] (the “Request Letter”) from [NAME], Chief Financial Officer of
[NAME OF ISSUER] (“[XXXX]”), I have been requested to furnish you certain information in
connection with your examination of the financial statements of [XXXX] and the subsidiaries
and affiliates that were listed in the letter (collectively, the “Company”).
My response is limited to matters to which lawyers currently employed at the Company and
under my supervision have devoted substantive attention as legal counsel to the Company; this
response does not include information received in any other role. My response also is limited to
the Threshold Amounts (as defined in the Request Letter). The information contained in this
response also is limited to matters that existed as of December 31, 20[XX] or during the period
from that date to [DATE].
The Company does not intend to waive attorney-client privilege or the attorney work product
privilege with respect to any document, information or communication which the Company has
provided to me or the attorneys under my supervision or I or the attorneys under my supervision
have provided to the Company. In addition, my response to you should not be construed in any
way to constitute a waiver of the protection of the attorney work-product privilege with respect
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Appendix A1

Sample Audit Inquiry Letter from CFO to General Counsel

[NAME AND ADDRESS OF ISSUER]

Attn: [NAME AND TITLE OF CLO/GC]

In connection with an audit of the consolidated financial statements of [NAME OF ISSUER]

Regarding pending or threatened litigation, claims and assessments (excluding unasserted

Very truly yours,

Chief Financial Officer

Sample General Counsel Audit Response Letter

[NAME AND ADDRESS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

Re: [NAME OF ISSUER]

Ladies and Gentlemen:

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