2020 Inspection RSM Us LLP: (Headquartered in Chicago, Illinois)

2020 Inspection
RSM US LLP
(Headquartered in Chicago, Illinois)
December 16, 2021
THIS IS A PUBLIC VERSION OF A PCAOB INSPECTION REPORT
PORTIONS OF THE COMPLETE REPORT ARE OMITTED FROM

THIS DOCUMENT IN ORDER TO COMPLY WITH SECTIONS 104(g)
(2) AND 105(b)(5)(A) OF THE SARBANES-OXLEY ACT OF 2002
PCAOB RELEASE NO. 104-2022-005

EXECUTIVE SUMMARY
Our 2020 inspection report on RSM US LLP provides information on our inspection to assess the firm’s
compliance with Public Company Accounting Oversight Board (PCAOB) standards and rules and other
applicable regulatory and professional requirements. This executive summary offers a high-level overview of:
yy Part I.A of the report, which discusses deficiencies (“Part I.A deficiencies”) in certain issuer audits
that were of such significance that we believe the firm, at the time it issued its audit report(s), had
not obtained sufficient appropriate audit evidence to support its opinion on the issuer’s financial
statements and/or internal control over financial reporting (ICFR); and
yy Part I.B of the report, which discusses deficiencies that do not relate directly to the sufficiency or
appropriateness of evidence the firm obtained to support its opinion(s) but nevertheless relate to
instances of non-compliance with PCAOB standards or rules.
If we include a deficiency in this report — other than those deficiencies for audits with incorrect opinions
on the financial statements and/or ICFR — it does not necessarily mean that the issuer’s financial
statements are materially misstated or that undisclosed material weaknesses in ICFR exist. If we include
a deficiency in Part I.A or Part I.B of this report, it does not necessarily mean that the firm has not
addressed the deficiency.
Overview of the 2020 Deficiencies Included in Part I

Seven of the 15 audits we reviewed in 2020 are included in Part I.A of this report due to the significance
of the deficiencies identified. The identified deficiencies primarily related to the firm’s testing of controls
over and/or substantive testing of revenue and related accounts and the allowance for loan losses.
7 2020 8 2020
2 4
Audits without Part I.A deficiencies Deficiencies in both financial statement

Audits with Part I.A deficiencies and ICFR audits
Deficiencies in the financial statement
audit only
Deficiencies in the ICFR audit only
3
5
7 2020 8 2019 2018

RSM US LLP, PCAOB Release No. 104-2022-005, December 16, 2021 | 1
12
12
The most common Part I.A deficiencies in 2020 related to testing the design or operating effectiveness of
controls selected for testing and testing controls over the accuracy and completeness of data or reports
used in the operation of controls.
An additional deficiency identified during the 2020 inspection that does not relate directly to the
sufficiency or appropriateness of evidence the firm obtained to support its opinion(s), which appears in
Part I.B, related to audit committee communications.

TABLE OF CONTENTS
2020 Inspection 4
Overview of the 2020 Inspection and Historical

Data by Inspection Year 5
Part I: Inspection Observations 14
Part I.A: Audits with Unsupported Opinions 14
Part I.B: Other Instances of Non-Compliance

with PCAOB Standards or Rules 19
Part II: Observations Related to Quality Control 20
Appendix A: Firm’s Response to the Draft

Inspection Report A-1

2020 INSPECTION
In the 2020 inspection of RSM US LLP, the PCAOB assessed the firm’s compliance with laws, rules, and
professional standards applicable to the audits of public companies.
We selected for review 15 audits of issuers with fiscal years generally ending in 2019. For each issuer audit
selected, we reviewed a portion of the audit. We also evaluated elements of the firm’s system of quality
control.
What’s Included in this Inspection Report

This report includes the following sections:
yy Overview of the 2020 Inspection and Historical Data by Inspection Year: Information on our
inspection, historical data, and common deficiencies.
yy Part I – Inspection Observations:
oo Part I.A: Deficiencies that were of such significance that we believe the firm, at the time it issued its
audit report(s), had not obtained sufficient appropriate audit evidence to support its opinion(s) on
the issuer’s financial statements and/or ICFR.
oo Part I.B: Deficiencies that do not relate directly to the sufficiency or appropriateness of evidence the
firm obtained to support its opinion(s) but nevertheless relate to instances of non-compliance with
PCAOB standards or rules.
yy Part II – Observations Related to Quality Control: Criticisms of, or potential defects in, the firm’s
system of quality control. Section 104(g)(2) of the Sarbanes-Oxley Act (“Act”) restricts us from publicly
disclosing Part II deficiencies unless the firm does not address the criticisms or potential defects to the
Board’s satisfaction no later than 12 months after the issuance of this report.
yy Appendix A – Firm’s Response to the Draft Inspection Report: The firm’s response to a draft of this
report, excluding any portion granted confidential treatment.
2020 Inspection Approach

In selecting issuer audits for review, we use both risk-based and random methods of selection. We make
most selections based on (1) our internal evaluation of audits we believe have a heightened risk of material
misstatement, including those with challenging audit areas, and (2) other risk-based characteristics,
including issuer and firm considerations. We also select audits randomly to provide an element of
unpredictability.
When we review an audit, we do not review every aspect of the audit. Rather, we generally focus our
attention on audit areas we believe to be of greater complexity, areas of greater significance or with a
heightened risk of material misstatement to the issuer’s financial statements, and areas of recurring
deficiencies. We may also select some audit areas for review in a manner designed to incorporate
unpredictability.
Our selection of audits for review does not constitute a representative sample of the firm’s total population
of issuer audits. Additionally, our inspection findings are specific to the particular portions of the issuer
audits reviewed. They are not an assessment of all of the firm’s audit work nor of all of the audit procedures
performed for the audits reviewed.
View the details on the scope of our inspections and our inspections procedures.

OVERVIEW OF THE 2020 INSPECTION AND
HISTORICAL DATA BY INSPECTION YEAR
The following information provides an overview of our 2020 inspection as well as data from the previous
two inspections. We use a combination of risk-based and random methods to select audits for review and
to identify areas on which we focus our review. Because our inspection process evolves over time, it can,
and often does, focus on a different mix of audits and audit areas from year to year and firm to firm. As a
result of this variation, we caution that our inspection results are not necessarily comparable over time or
among firms.
Audits Selected for Review

2020 2019 2018
Total audits reviewed
Total audits reviewed 15 15 17
Selection method
Risk-based selections 13 13 17
Random selections 2 2 0
Principal auditor
Audits in which the firm was the principal auditor 15 15 17
Audits in which the firm was not the principal

0 0 0
auditor
Audit type
Integrated audits of financial statements and ICFR 8 10 12
Financial statement audits only 7 5 5

Audits without Part I.A deficiencies Deficiencies in both financial statement
Part I.A Deficiencies in Audits Reviewed
Audits with Part I.A deficiencies and ICFR audits
Deficiencies in the financial statement
In 2020, five of the seven audits appearing in Part I.A were selected for review using risk-based criteria.
audit only
In 2019, two of the three audits appearing in Part I.A were selected for review
Deficiencies in theusing risk-based
ICFR audit only criteria. In
2018, all audits appearing in Part I.A were selected for review using risk-based criteria.
3
5
7 2020 8 2019 2018

12
12
Audits without Part I.A deficiencies Audits with Part I.A deficiencies
If we include a deficiency in Part I.A of our report, it does not necessarily mean that the firm has not
addressed the deficiency. In many cases, the firm has performed remedial actions after the issue was
identified. Depending on the circumstances, remedial actions may include performing additional audit
procedures, informing management of the issuer of the need for changes to the financial statements or
reporting1on ICFR, or taking steps to prevent reliance on prior audit reports.
1
Our inspection normally includes a review, on1 a sample basis, of the adequacy of a firm’s remedial
actions, either with respect to previously identified deficiencies or deficiencies identified during the
2020 If a firm does not take appropriate
current inspection. 2019actions to address deficiencies, we2018
may criticize its
2
system of quality control 4
or pursue a disciplinary action.
2
If we include a deficiency in our report — other than those deficiencies for audits with incorrect opinions
4
on the financial statements and/or ICFR — it does not necessarily mean that the issuer’s financial
statements are materially misstated or that undisclosed material weaknesses in ICFR exist. It is often not
possible for us to reach a conclusion on those points based on our inspection procedures and related
findings because, for example, we have only the information that the auditor retained and the issuer’s
Deficiencies in both financial Deficiencies in the financial Deficiencies in the ICFR
public disclosures.
statement We doICFR
and not audits
have direct access to theaudit
statement issuer’s
only management, underlying
audit only books and
records, and other information.

Audits Affected by the Deficiencies Identified in Part I.A
1
1
1
2020 2019 2018

2 4
2
4
Deficiencies in both financial Deficiencies in the financial Deficiencies in the ICFR

statement and ICFR audits statement audit only audit only

The following tables and graphs summarize inspection-related information, by inspection year, for 2020
and the previous two inspections. We caution against making any comparison of the data provided
without reading the descriptions of the underlying deficiencies in each respective inspection report.
Most Frequently Identified Part I.A Deficiencies
Audits with Part I.A deficiencies

Deficiencies in audits of financial
statements
2020 2019 2018
Did not sufficiently evaluate significant

assumptions or data that the issuer used in 2 1 2
developing an estimate
Did not perform sufficient testing of data
or reports used in the firm’s substantive 2 0 3
testing
Did not sufficiently evaluate the
appropriateness of the issuer’s accounting
2 0 1
method or disclosure for one or more
transactions or accounts
Audits with Part I.A deficiencies

Deficiencies in ICFR audits
2020 2019 2018
Did not perform sufficient testing of the

design and/or operating effectiveness of 3 2 3
controls selected for testing
Did not identify and/or sufficiently
test controls over the accuracy and
3 1 3
completeness of data or reports that the
issuer used in the operation of controls
Did not identify and test any controls that
addressed the risks related to a significant 2 0 3
account or relevant assertion

Audit Areas Most Frequently Reviewed
This table reflects the five audit areas we have selected most frequently for review in each inspection year
(and the related Part I.A deficiencies). For the issuer audits selected for review, we selected these areas
because they were generally significant to the issuer’s financial statements, may have included complex
issues for auditors, and/or involved complex judgments in (1) estimating and auditing the reported value
of related accounts and disclosures and (2) implementing and auditing the related controls.
2020 2019 2018
Audits with Audits with Audits with

Audits Audits Audits
Audit area Part I.A Audit area Part I.A Audit area Part I.A
reviewed reviewed reviewed
deficiencies deficiencies deficiencies
Revenue Revenue Revenue

and related 11 4 and related 8 1 and related 9 3
accounts accounts accounts
Investment Investment Investment
4 0 6 1 6 0
securities securities securities
Allowance
Allowance for
3 2 for loan 4 2 Inventory 5 0
loan losses
losses
Goodwill
and other Business
2 1 Inventory 4 1 4 3
intangible combinations
assets
Cash
Business Allowance for
2 0 and cash 4 0 4 2
combinations loan losses
equivalents
Audit Areas with Frequent Part I.A Deficiencies

This table reflects the audit areas with the most frequently identified Part I.A deficiencies in each
inspection year with the corresponding results for the other two years presented.
2020 2019 2018
Audit area Audits with Audits with Audits with

Audits Audits Audits
Part I.A Part I.A Part I.A
reviewed reviewed reviewed
deficiencies deficiencies deficiencies
Revenue and
4 11 1 8 3 9
related accounts
Allowance for
2 3 2 4 2 4
loan losses
Business
0 2 0 3 3 4
combinations

Revenue and related accounts: The deficiencies in 2020 and 2018 related to substantive testing of,
and testing controls over, revenue. The deficiencies in 2019 related to testing controls over revenue and
related accounts.
Allowance for loan losses: The deficiencies in 2020 related to substantive testing of, and testing controls
over, the valuation of the allowance for loan losses. The deficiencies in 2019 and 2018 primarily related
to testing controls over the valuation of the allowance for loan losses and the resulting overreliance on
controls when performing substantive testing.
Business combinations: The deficiencies in 2018 related to substantive testing of, and testing controls
over, the inputs and assumptions that the issuer used to value the acquired assets.
Auditing Standards Associated with Identified Part I.A

Deficiencies
The following lists the auditing standards referenced in Part I.A of the 2020 and the previous two
inspection reports and the number of times that the standard is cited in Part I.A.
PCAOB Auditing Standards 2020 2019 2018
AS 1105, Audit Evidence 2 0 2
AS 1210, Using the Work of a Specialist 0 0 3
AS 2201, An Audit of Internal Control Over Financial

Reporting That Is Integrated with An Audit of Financial 12 8 19
Statements
AS 2301, The Auditor’s Responses to the Risks of Material
3 1 3
Misstatement
AS 2305, Substantive Analytical Procedures 1 0 1
AS 2310, The Confirmation Process 1 0 0
AS 2315, Audit Sampling 1 1 4
AS 2501, Auditing Accounting Estimates 2 1 0
AS 2502, Auditing Fair Value Measurements and Disclosures 0 0 3
AS 2810, Evaluating Audit Results 3 0 1

Audits without Part I.A deficiencies 12
12
The majority of industry sector data is based on Global Industry
0 5
Classification Standard (GICS)10data obtained from Standard
15 & Poor’s
Inspection Results by Issuer (S&P). In instances where GICS data for an issuer is not available from
S&P, classifications are assigned based upon North American Industry
Industry Sector Classification System data. In instances where classifying an issuer
using its industry sector could make an issuer identifiable, we have
instead classified such issuer(s) as “unidentified.”
2020
6
4 2
2
3 2 2
0 1 1 1 1 1 1
rvi n
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4
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3 2
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Inspection Results by Issuer Revenue Range
2020
8
7
6
5 3
4
3
2 4 4
1 3
0 1
Less than $100 million $100 – $500 million Greater than Greater than $1 billion
$500 million – $1 billion
2019
7
6
5
1
4
1
3
1 5
2 4
1 2
0 1
2018
9
8
7
6
3
5
4
3
5
2 4 2
1 2
0
1

Classification of Audits with Part I.A Deficiencies
Within Part I.A of this report, we classify each issuer audit in one of the categories discussed below based
on the Part I.A deficiency or deficiencies identified in our review.
The sole purpose of this classification system is to group and present issuer audits by the number of Part
I.A deficiencies we identified within the audit as well as to highlight audits with an incorrect opinion on
the financial statements and/or ICFR.
Audits with an Incorrect Opinion on the Financial Statements and/or ICFR

This classification includes instances where a deficiency was identified in connection with our inspection
and, as a result, an issuer’s financial statements were determined to be materially misstated, and the
issuer restated its financial statements. It also includes instances where a deficiency was identified in
connection with our inspection and, as a result, an issuer’s ICFR was determined to be ineffective, or there
were additional material weaknesses that the firm did not identify, and the firm withdrew its opinion, or
revised its report, on ICFR. This classification does not include instances where, unrelated to our review,
an issuer restated its financial statements and/or an issuer’s ICFR was determined to be ineffective. We
include any deficiencies identified in connection with our reviews of these audits in the audits with
multiple deficiencies or audits with a single deficiency classification below.
Audits with Multiple Deficiencies

This classification includes instances where multiple deficiencies were identified that related to a
combination of one or more financial statement accounts, disclosures, and/or important controls in an
ICFR audit.
Audits with a Single Deficiency

This classification includes instances where a single deficiency was identified that related to a financial
statement account or disclosure or to an important control in an ICFR audit.
Number of Audits in Each Category
Audits with an incorrect opinion

on the financial statements
and/or ICFR
4
Audits with multiple deficiencies 3
5
2020
2019
3
2018
Audits with a single deficiency
8
Audits without Part I.A deficiencies 12
12
0 5 10 15

PART I: INSPECTION OBSERVATIONS
Part I.A of our report discusses deficiencies that were of such significance that we believe the firm, at the
time it issued its audit report(s), had not obtained sufficient appropriate audit evidence to support its
opinion on the issuer’s financial statements and/or ICFR.
Part I.B discusses deficiencies that do not relate directly to the sufficiency or appropriateness of evidence
the firm obtained to support its opinion(s) but nevertheless relate to instances of non-compliance with
PCAOB standards or rules.
Consistent with the Act, it is the Board’s assessment that nothing in Part I of this report deals with a
criticism of, or potential defect, in the firm’s quality control system. We discuss any such criticisms or
potential defects in Part II. Further, you should not infer from any Part I deficiency, or combination of
deficiencies, that we identified a quality control finding in Part II.
PART I.A: AUDITS WITH UNSUPPORTED OPINIONS

This section of our report discusses the deficiencies identified, by specific issuer audit reviewed, in the
audit work supporting the firm’s opinion on the issuer’s financial statements and/or ICFR.
We identify each issuer by a letter (e.g., Issuer A). Each deficiency could relate to several auditing
standards, but we reference the PCAOB standard(s) that most directly relates to the requirement with
which the firm did not comply.
We present issuer audits below within their respective deficiency classifications (as discussed previously).
Within the classifications, we generally present the audits based on our assessment as to the relative
significance of the identified deficiencies taking into account the significance of the financial statement
accounts and/or disclosures affected, and/or the nature or extent of the deficiencies.
Audits with an Incorrect Opinion on the Financial Statements

and/or ICFR
None
Audits with Multiple Deficiencies

Issuer A
Type of audit and related areas affected
In our review, we identified deficiencies in the financial statement and ICFR audits related to Revenue,
Goodwill, and Cash.
Description of the deficiencies identified

With respect to Revenue:
The issuer used various information-technology (IT) systems to initiate, process, and record transactions
related to revenue for one business unit. The firm tested IT general controls (ITGCs) for these IT systems.
The following deficiencies were identified:
yy The firm identified a deficiency in ITGCs related to an individual’s inappropriate administrative rights
over user access to these systems but did not evaluate the severity of this control deficiency. (AS
2201.62)

yy The firm selected for testing controls over user access to one of these systems. The firm did not
evaluate the specific review procedures that the control owners performed to determine whether
previously granted access continued to be appropriate. Further, the firm identified users who had
the ability to initiate, process, and record transactions but did not evaluate whether those rights
represented a control deficiency. (AS 2201.42 and .44)
The issuer used multiple service organizations to host and/or maintain and manage IT systems that the
issuer used to initiate, process, and record transactions related to certain revenue for another business
unit. The following deficiencies were identified:
yy The firm identified a control deficiency related to the issuer’s evaluation of service auditor reports
for certain service organizations. The firm identified and tested three compensating controls that it
believed would mitigate this deficiency but did not sufficiently evaluate the effect of these controls
because it (1) determined that one of these controls was ineffective and (2) did not identify that
the control owner of the other two controls was an individual the firm had identified as having
inappropriate access to the systems hosted by these service organizations. (AS 2201.68)
yy The firm did not perform any procedures to test controls at certain other service organizations or
identify and test any other controls over the revenue processed by the systems maintained and
managed by these service organizations. (AS 2201.39 and .B19)
In its testing of controls over certain revenue for both of these business units, the firm selected for
testing various IT-dependent manual controls that used data and reports generated or maintained by
certain of these systems. As a result of the deficiencies in the firm’s control testing over these systems as
discussed above, the firm’s testing of these IT-dependent manual controls was not sufficient. (AS 2201.46)
In addition, the firm selected for testing certain other controls over this revenue for these business units.
The firm did not identify and test any controls over the accuracy and completeness of the reports or data
that the control owners used in the performance of these controls. (AS 2201.39)
The firm did not perform substantive procedures to test, or (as discussed above) sufficiently test controls
over, the accuracy and completeness of certain reports or data that the firm used in its substantive
testing of certain revenue for both of these business units. (AS 1105.10)
With respect to Goodwill:
The firm did not identify and test any controls over the issuer’s review of its goodwill impairment analysis.
(AS 2201.39)
The issuer changed the number of its reporting units in the current year for purposes of its annual
goodwill impairment analysis. The following deficiencies were identified:
yy The firm did not perform any procedures to evaluate whether the issuer’s change in the number of
reporting units was in conformity with FASB ASC Topic 350, Intangibles – Goodwill and Other, and was
preferable under FASB ASC Topic 250, Accounting Changes and Error Corrections. (AS 2810.30)
yy The firm did not perform any procedures to evaluate whether the goodwill associated with any of the
prior-year reporting units may have been impaired at the time of the issuer’s change in the number of
reporting units. (AS 2301.08)
yy The firm did not identify, and evaluate the significance to the financial statements of, the issuer’s
omission of a required disclosure under FASB ASC Topic 250 related to its change in the number of
reporting units. (AS 2810.30 and .31)

With respect to Cash:
To test cash at one of the issuer’s business units, the firm performed confirmation procedures for a
sample of cash accounts. The firm did not maintain control over the confirmation requests because the
issuer sent the requests. (AS 2310.28) In addition, for the majority of the items in its sample, the responses
were returned by email. The firm did not perform substantive procedures that provided sufficient
appropriate audit evidence to verify the source of these responses. (AS 2301.08)
Issuer B – Industrials
Type of audit and related area affected
In our review, we identified deficiencies in the financial statement and ICFR audits related to Revenue.

The issuer recognized certain revenue from contracts based on labor hours recorded in the issuer’s time
system. The following deficiencies were identified:
yy The firm did not identify and test any controls over the accuracy of these labor hours. (AS 2201.39)
yy Certain of this revenue was generated from contracts that specified the maximum amount of
revenue that could be earned under each contract. The firm did not identify and test any controls that
addressed the risk that revenue may have been recognized in excess of these contractual maximums.
(AS 2201.39)
yy The firm used labor hours in its substantive testing of this revenue but did not perform any
substantive procedures to test, or in the alternative, test any controls over, the accuracy of these labor
hours. (AS 1105.10)
yy The sample sizes the firm used in certain of its substantive procedures to test this revenue were too
small to provide sufficient appropriate audit evidence because these procedures were designed
based on a level of control reliance that was not supported due to the deficiencies in the firm’s control
testing discussed above. (AS 2301.16, .18, and .37; AS 2315.19, .23, and .23A)
Issuer C – Financials
In our review, we identified deficiencies in the financial statement and ICFR audits related to the
Allowance for Loan Losses (ALL).

For loans that were collectively evaluated for impairment, the issuer determined the qualitative reserve
component of the ALL using certain qualitative factors. The following deficiencies were identified:
yy The firm selected for testing controls that consisted of the issuer’s reviews of the ALL, including an
assessment of the qualitative factors for reasonableness. The firm did not evaluate the specific review
procedures that the control owners performed to assess the reasonableness of the qualitative factors.
(AS 2201.42 and .44)

yy The firm’s approach for substantively testing the ALL was to review and test management’s process.
The firm did not sufficiently evaluate the reasonableness of the qualitative reserve component of the
ALL because the firm’s procedures to test the qualitative factors the issuer used to determine the
reserve were limited to (1) reading the issuer’s ALL memorandum and (2) comparing the qualitative
factors the issuer used at year end to those used in prior periods. (AS 2501.09, .10, and .11)
Issuer D – Financials
In our review, we identified deficiencies in the financial statement and ICFR audits related to the ALL.

For loans that were collectively evaluated for impairment, the issuer determined the qualitative reserve
component of the ALL using certain qualitative factors. The following deficiencies were identified:
yy The firm selected for testing a control that consisted of the issuer’s review of the qualitative factors
for reasonableness. The firm did not evaluate the specific review procedures that the control owners
performed to assess the reasonableness of certain qualitative factors. (AS 2201.42 and .44)
yy The firm’s approach for substantively testing the ALL was to review and test management’s process.
The firm did not sufficiently evaluate the reasonableness of the qualitative reserve component of the
ALL because the firm’s procedures to test certain qualitative factors the issuer used to determine the
reserve were limited to (1) reading the issuer’s ALL memorandum and its analysis of the factors and
(2) comparing the qualitative factors the issuer used at year end to those used in the prior year. (AS
2501.09, .10, and .11)
Audits with a Single Deficiency

Issuer E
In our review, we identified a deficiency in the financial statement audit related to Leases.
Description of the deficiency identified

During the year, the issuer entered into a lease amendment. The firm did not evaluate whether the
issuer’s accounting for certain terms of this amendment as a new lease commencing in the subsequent
year was in conformity with FASB ASC Topic 842, Leases. (AS 2810.30)
Issuer F – Consumer Discretionary

In our review, we identified a deficiency in the financial statement audit related to Revenue.

The firm’s substantive procedures to test certain revenue consisted of analytical procedures. To develop
its expectation, the firm used the quantities of units sold that had been recorded in the issuer’s revenue
system. The firm’s testing of these quantities was not sufficient because its sample size was too small to
assess whether the quantities recorded in this system were reliable. (AS 2305.16)

Issuer G – Communication Services
In our review, we identified deficiencies in the ICFR audit related to Revenue.

The issuer used a service organization to accumulate customer activity data initiated in and processed
by the issuer’s mobile or web-based applications and recorded certain revenue based on these data. The
firm did not identify and test any controls over the accuracy and completeness of the customer activity
data within the applications. (AS 2201.39)

PART I.B: OTHER INSTANCES OF NON-COMPLIANCE
WITH PCAOB STANDARDS OR RULES
This section of our report discusses any deficiencies we identified that do not relate directly to the
sufficiency or appropriateness of evidence the firm obtained to support its opinion(s) but nevertheless
relate to instances of non-compliance with PCAOB standards or rules.
When we review an audit, we do not review every aspect of the audit. As a result, the area below was not
necessarily reviewed on every audit. In some cases, we assess the firm’s compliance with specific PCAOB
standards or rules on other audits that were not reviewed and include any instances of non-compliance
below.
We identified the following deficiency:
In one of five audits reviewed, the firm did not make certain required communications to the issuer’s
audit committee related to the name, location, and planned responsibilities of an other accounting firm
that performed audit procedures in the audit. In this instance, the firm was non-compliant with AS 1301,
Communications with Audit Committees.

PART II: OBSERVATIONS RELATED TO QUALITY
CONTROL
Part II of our report discusses criticisms of, and potential defects in, the firm’s system of quality control.
We include deficiencies in Part II if an analysis of the inspection results, including the results of
the reviews of individual audits, indicates that the firm’s system of quality control does not provide
reasonable assurance that firm personnel will comply with applicable professional standards and
requirements. Generally, the report’s description of quality control criticisms is based on observations
from our inspection procedures.
This report does not reflect changes or improvements to the firm’s system of quality control that the
firm may have made subsequent to the period covered by our inspection. The Board does consider such
changes or improvements in assessing whether the firm has satisfactorily addressed the quality control
criticisms or defects no later than 12 months after the issuance of this report.
When we issue our reports, we do not make public criticisms of, and potential defects in, the firm’s
system of quality control, to the extent any are identified. If a firm does not address to the Board’s
satisfaction any criticism of, or potential defect in, the firm’s system of quality control within 12 months
after the issuance of our report, we will make public any such deficiency.

APPENDIX A: FIRM’S RESPONSE TO THE DRAFT
INSPECTION REPORT
Pursuant to section 104(f) of the Act, 15 U.S.C. § 7214(f), and PCAOB Rule 4007(a), the firm provided a
written response to a draft of this report. Pursuant to section 104(f) of the Act and PCAOB Rule 4007(b),
the firm’s response, excluding any portion granted confidential treatment, is attached hereto and made
part of this final inspection report.
The Board does not make public any of a firm’s comments that address a nonpublic portion of the
report unless a firm specifically requests otherwise. In some cases, the result may be that none of a firm’s
response is made publicly available.
In addition, pursuant to section 104(f) of the Act, 15 U.S.C. § 7214(f), and PCAOB Rule 4007(b), if a firm
requests, and the Board grants, confidential treatment for any of the firm’s comments on a draft report,
the Board does not include those comments in the final report. The Board routinely grants confidential
treatment, if requested, for any portion of a firm’s response that addresses any point in the draft that the
Board omits from, or any inaccurate statement in the draft that the Board corrects in, the final report.
RSM US LLP, PCAOB Release No. 104-2022-005, December 16, 2021 | A-1
October 29, 2021
30 South Wacker Drive
Suite 3000
Chicago, IL 60606
Mr. George Botic
Director, Division of Registration and Inspections
Public Company Accounting Oversight Board
1666 K Street NW
Washington, DC 20006
Re: Response to Part I of the Public Company Accounting Oversight Board (PCAOB) Draft Report on
2020 Inspection of RSM US LLP
Dear Mr. Botic:
On behalf of RSM US LLP, we are pleased to provide our response to Part I of the PCAOB’s Draft Report
on the 2020 Inspection of RSM US LLP dated September 28, 2021 (“Draft Report”).
We have thoroughly evaluated the matters described in Part I of the Draft Report and have taken
appropriate actions to address the findings in accordance with PCAOB rules and auditing standards and
our policies.
We support the PCAOB’s inspection process and believe that it helps us improve the quality of our audit
engagements. RSM US LLP is committed to using the inspection comments and observations to improve
our system of quality control. We have a long history of audit quality founded on our commitment to
integrity, objectivity and excellence.
We appreciate the opportunity to provide our response to the Draft Report and remain committed to
working with the PCAOB to improve audit quality.
Sincerely,
Joseph Adams Joel Shamon

Managing Partner and Chief Executive Officer National Audit Leader
RSM US LLP, PCAOB Release No. 104-2022-005, December 16, 2021 | A-2

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2020 Inspection

December 16, 2021

THIS IS A PUBLIC VERSION OF A PCAOB INSPECTION REPORT

PORTIONS OF THE COMPLETE REPORT ARE OMITTED FROM

PCAOB RELEASE NO. 104-2022-005

Overview of the 2020 Deficiencies Included in Part I

Audits without Part I.A deficiencies Deficiencies in both financial statement

7 2020 8 2019 2018

RSM US LLP, PCAOB Release No. 104-2022-005, December 16, 2021 | 2

Overview of the 2020 Inspection and Historical

Part I: Inspection Observations 14

Part I.A: Audits with Unsupported Opinions 14

Part I.B: Other Instances of Non-Compliance

Part II: Observations Related to Quality Control 20

Appendix A: Firm’s Response to the Draft

RSM US LLP, PCAOB Release No. 104-2022-005, December 16, 2021 | 3

What’s Included in this Inspection Report

yy Part I – Inspection Observations:

2020 Inspection Approach

RSM US LLP, PCAOB Release No. 104-2022-005, December 16, 2021 | 4

Audits Selected for Review

Total audits reviewed

Total audits reviewed 15 15 17

Total audits reviewed 15 15 17

Audits in which the firm was the principal auditor 15 15 17

Audits in which the firm was not the principal

Total audits reviewed 15 15 17

Integrated audits of financial statements and ICFR 8 10 12

Financial statement audits only 7 5 5

Total audits reviewed 15 15 17

RSM US LLP, PCAOB Release No. 104-2022-005, December 16, 2021 | 5

7 2020 8 2019 2018

RSM US LLP, PCAOB Release No. 104-2022-005, December 16, 2021 | 6

Audits Affected by the Deficiencies Identified in Part I.A

2020 2019 2018

Deficiencies in both financial Deficiencies in the financial Deficiencies in the ICFR

RSM US LLP, PCAOB Release No. 104-2022-005, December 16, 2021 | 7

Most Frequently Identified Part I.A Deficiencies

Audits with Part I.A deficiencies

Did not sufficiently evaluate significant

Audits with Part I.A deficiencies

Did not perform sufficient testing of the

RSM US LLP, PCAOB Release No. 104-2022-005, December 16, 2021 | 8

2020 2019 2018

Audits with Audits with Audits with

Revenue Revenue Revenue

Audit Areas with Frequent Part I.A Deficiencies

2020 2019 2018

Audit area Audits with Audits with Audits with

RSM US LLP, PCAOB Release No. 104-2022-005, December 16, 2021 | 9

Auditing Standards Associated with Identified Part I.A

PCAOB Auditing Standards 2020 2019 2018

AS 1105, Audit Evidence 2 0 2

AS 1210, Using the Work of a Specialist 0 0 3

AS 2201, An Audit of Internal Control Over Financial

AS 2305, Substantive Analytical Procedures 1 0 1

AS 2310, The Confirmation Process 1 0 0

AS 2315, Audit Sampling 1 1 4