Explorer

During the year the issuer acquired certain businesses. The firm did not perform substantive procedures to test the acquisitions beyond testing the valuation of stock that was issued in connection with the acquisitions. (AS 2301.08)

During the year the issuer acquired a business. The following deficiencies were identified: · The firm did not perform any procedures to test the existence completeness and valuation of the tangible assets acquired and the liabilities assumed at the acquisition date. (AS 2301.08; AS 2501.07)

During the year the issuer acquired multiple businesses. The firm selected for testing controls over the accounting for business combinations including the issuer's reviews of the valuation of certain acquired assets. The firm did not identify and test any controls over the valuation of certain other assets that were also acquired in the business combinations. (AS 2201.39)

The firm used an auditor-engaged specialist to assist it with testing the fair values of certain assets and the related liabilities at year end which were determined by one of the company's specialists. The following deficiencies were identified: · The firm did not perform any procedures to test the accuracy or completeness of certain issuer-produced data used by the issuer to estimate the discount rates that the company's specialist used to estimate the fair values of one category of these assets and the related liabilities. (AS 1105.10)

The firm used an auditor-employed specialist to assist it with testing the fair values of certain acquired assets which were determined by the company's specialists. The following deficiency was identified: · For one of these business combinations the firm did not identify that the auditor-employed specialist did not sufficiently evaluate the relevance and reliability of this company's specialist's work because it did not identify inconsistencies between the measurement of the enterprise fair value estimated by this specialist compared to the fair value of the consideration transferred by the issuer. (AS 1105.A9 and .A10; AS 1201.C6 and .C7)

During the year the issuer acquired a business. The firm did not identify and test any controls over the valuation of assets acquired and liabilities assumed in a business combination. (AS 2201.39)

The issuer used external specialists to (1) determine the fair values of intangible assets acquired in a business combination completed during the year and (2) perform an impairment analysis of certain reporting units including the determination of the fair values of those reporting units. In each instance the estimated fair values were determined using issuer-prepared forecasted cash flows. The firm did not determine the likely sources of potential misstatement related to these forecasted cash flows and did not identify and test any controls that addressed the risks associated with the issuer's development of the forecasted cash flows. (AS 2201.30 and .39)

The firm performed substantive procedures to evaluate the significant assumptions underlying the forecasts the issuer used in the valuation of the acquired intangible assets but did not obtain sufficient appropriate audit evidence related to the issuer's ability to carry out its cost-saving strategies to achieve these forecasts. (AS 2502.26 .28 .31 and .36)

During the year the issuer acquired a business. The issuer assigned certain acquired loans a risk rating which was a significant assumption in estimating the fair value of the acquired loans. The following deficiencies were identified: · The firm's approach for substantively testing the valuation of these acquired loans was to test the issuer's process. The firm selected a sample of acquired loans for testing. The firm did not evaluate whether the issuer had a reasonable basis for the assigned loan risk ratings for these acquired loans. (AS 2501.16)

The firm did not perform any substantive procedures to evaluate the reasonableness of the prospective financial information and certain assumptions underlying the valuation of the acquired intangible assets. (AS 2502.26 .28 .31 and .36)

During the year the issuer acquired multiple businesses and determined the fair values of the acquired intangible assets and consideration transferred using forecasted cash flows and other assumptions. Each business combination contained provisions for contingent consideration to be paid to the sellers. The following deficiencies were identified: · The firm did not test the aspects of the above controls that addressed the issuer's evaluation of the accounting for contingent consideration in these business combinations. (AS 2201.42 and .44)

During the year the issuer acquired numerous businesses. The firm did not identify and test any controls over the valuation of the assets acquired and liabilities assumed in these business combinations. (AS 2201.39)

The firm did not perform any substantive procedures to test the valuation of the assets acquired and liabilities assumed in these business combinations. (AS 2502.15)

During the year the issuer acquired a business. The firm did not identify and test controls that addressed the valuation of certain assets acquired and liabilities assumed. (AS 2201.39) In connection with our review the issuer reevaluated its controls over the valuation of these assets acquired and liabilities assumed and concluded that a material weakness existed that had not been previously identified. The issuer subsequently revised its report on ICFR to reflect this material weakness and the firm modified its opinion on the effectiveness of the issuer's ICFR to express an adverse opinion and reissued its report.

During the year the issuer acquired multiple businesses including commercial loan portfolios that consisted of various subtypes. The following deficiencies were identified: · To substantively test the acquired commercial loans the firm selected certain loans and for each loan selected evaluated the reasonableness of the prepayment rate the loss given default and the annual loss rate assumptions used to estimate the fair value of these loans by comparing these assumptions to market-based ranges for commercial loans. The firm did not perform procedures to obtain evidence that this market information was precise enough to enable the firm to identify potential material misstatements in the valuation of the various subtypes of the acquired commercial loans. (AS 2502.26 .28 and .31)

During the year the issuer acquired a portfolio of loans and leases and accounted for the transaction as a business combination. The firm did not identify and test any controls over the valuation of the loans and leases acquired in this business combination. (AS 2201.39)

The firm did not perform any substantive procedures to test the valuation of the loans and leases acquired in this business combination. (AS 2502.15)

The issuer engaged an external specialist to assist in determining the fair value of an intangible asset acquired in a business combination and the firm used an auditor-employed specialist to assist it with testing the valuation of this intangible asset. The following deficiency was identified: · The firm did not sufficiently evaluate the work of the auditor-employed specialist as it did not identify that the auditor-employed specialist's work did not provide sufficient appropriate audit evidence regarding the valuation of the intangible asset because the auditor-employed specialist did not perform sufficient procedures to evaluate the work of the company's specialist as described below. (AS 1201.C6 and .C7)

The issuer engaged an external specialist to assist in determining the fair value of an intangible asset acquired in a business combination and the firm used an auditor-employed specialist to assist it with testing the valuation of this intangible asset. The following deficiency was identified: · The auditor-employed specialist did not perform procedures to evaluate the relevance and reliability of data from external sources that the company's specialist used to develop an assumption that was then used to determine the fair value of the intangible asset. (AS 1105.A8a)

During the year the issuer acquired a business and used an external specialist to estimate the fair value of certain of the acquired intangible assets. The firm's approach for substantively testing the fair value of the acquired intangible assets was to review and test management's process. The following deficiencies were identified: · The firm did not sufficiently evaluate the reasonableness of the discount rate developed and used by the external specialist to estimate the fair value of the acquired intangible assets because it limited its procedures to inquiring of the specialist regarding data used in determining the discount rate and comparing certain of those data to data for other companies without performing procedures to evaluate whether the data for those companies would be representative of the data for the issuer. (AS 2502.26 and .28)

The firm used an auditor-engaged specialist to assist it with testing the fair value of an acquired asset which was determined by the company's specialist. The auditor-engaged specialist's approach consisted of (1) testing the issuer's process and (2) developing an independent expectation of the fair value as a range. The following deficiency was identified · The firm did not identify that the auditor-engaged specialist did not sufficiently evaluate whether the valuation method used by the company's specialist was appropriate under the circumstances because it did not consider the highest and best use of the acquired asset. (AS 1105.A8c; AS 1210.09 and .12) In connection with our review the issuer reevaluated its accounting for this asset and determined that an error existed that had not been previously identified. The issuer corrected this error in a subsequent filing.

During the year the issuer acquired a business and used an external specialist to determine the fair value of acquired intangible assets. The firm's approach for testing the fair values was to review and test management's process. The firm did not sufficiently evaluate the reasonableness of the issuer-developed projected revenue provided to the external specialist and used in the valuation of the acquired intangible assets because it limited its procedures to comparing the projected revenue to (1) the issuer's sales for two products and (2) revenue growth for a competitor without performing procedures to evaluate whether these results would be representative of the issuer's projected revenue. (AS 1210.12)

During the year the issuer acquired a business. The acquired assets primarily consisted of oil and gas properties that had oil and gas reserves assigned (“proved properties”) and properties that had no oil and gas reserves assigned (“unproved properties”). The issuer determined the fair value of the acquired oil and gas properties based on discounted cash flows it developed using various assumptions including future production volumes and certain adjustment factors. The following deficiencies were identified: · The firm did not evaluate whether the issuer had a reasonable basis for certain of the significant adjustment factor assumptions it used. (AS 2501.16)

During the year the issuer acquired a business. The acquired assets primarily consisted of oil and gas properties that had oil and gas reserves assigned (“proved properties”) and properties that had no oil and gas reserves assigned (“unproved properties”). The issuer determined the fair value of the acquired oil and gas properties based on discounted cash flows it developed using various assumptions including future production volumes and certain adjustment factors. The following deficiencies were identified: · The firm did not identify and test any controls that addressed whether all of the acquired leases that were associated with oil and gas properties were recognized. (AS 2201.39)

During the year the issuer acquired a business. The acquired assets primarily consisted of oil and gas properties that had oil and gas reserves assigned (“proved properties”) and properties that had no oil and gas reserves assigned (“unproved properties”). The issuer determined the fair value of the acquired oil and gas properties based on discounted cash flows it developed using various assumptions including future production volumes and certain adjustment factors. The following deficiencies were identified: · The firm did not perform any substantive procedures to test whether all of the acquired leases that were associated with unproved properties were recognized. (AS 2301.08)

During the year the issuer acquired a business. The acquired assets primarily consisted of oil and gas properties that had oil and gas reserves assigned (“proved properties”) and properties that had no oil and gas reserves assigned (“unproved properties”). The issuer determined the fair value of the acquired oil and gas properties based on discounted cash flows it developed using various assumptions including future production volumes and certain adjustment factors. The following deficiencies were identified: · To test the acquired leases that were associated with unproved properties the firm made its selections from a report but did not test or test controls over the completeness of this report. (AS 1105.10)

During the year the issuer acquired a business and engaged a specialist to determine the fair value of the acquired loans. The company's specialist determined this fair value based on discounted cash flows it developed using various inputs and assumptions including expected credit losses loan risk ratings certain loan attributes and whether certain loans should be designated as purchased with credit deterioration. The following deficiencies were identified: · The firm selected for testing a control that consisted of the issuer's review for a sample of loans of the loan risk ratings assigned to certain acquired commercial loans. The firm did not evaluate whether the sample of loans that were reviewed was sufficient to address the risks of material misstatement presented by the different risk characteristics inherent in the population of these acquired commercial loans. (AS 2201.42)

During the year the issuer acquired a business and engaged a specialist to determine the fair value of the acquired loans. The company's specialist determined this fair value based on discounted cash flows it developed using various inputs and assumptions including expected credit losses loan risk ratings certain loan attributes and whether certain loans should be designated as purchased with credit deterioration. The following deficiencies were identified: · The firm selected for testing a control that consisted of the issuer's review for a sample of loans of the loan risk ratings assigned to certain acquired commercial loans. The firm did not identify and test any controls that addressed the reasonableness of the loan risk ratings assigned to certain other acquired commercial loans that were not subject to the loan risk rating review control. (AS 2201.39)

During the year the issuer acquired a business. The acquired assets primarily consisted of oil and gas properties that had oil and gas reserves assigned (“proved properties”) and properties that had no oil and gas reserves assigned (“unproved properties”). The issuer determined the fair value of the acquired oil and gas properties based on discounted cash flows it developed using various assumptions including future production volumes and certain adjustment factors. The following deficiencies were identified: · The firm did not sufficiently evaluate the reasonableness of the significant future production volume assumptions the issuer used to determine the fair value for unproved properties because the firm's procedures were limited to comparing the future production volumes to the issuer's estimated future development costs by year and concluding that they were highly correlated. (AS 2501.16)

During the year the issuer acquired certain businesses and engaged an external specialist to perform a valuation of the acquired intangible assets. The specialist determined that certain acquired agreements with the issuer's affiliates had no value. The firm did not sufficiently evaluate the reasonableness of the conclusions reached by the specialist because its procedures were limited to verifying that the issuer's accounting treatment was consistent with (1) the accounting treatment used in prior business combinations and (2) certain audit evidence from more than ten years prior to the current year's acquisitions. (AS 2502.26 .28 and .31)

Deficiencies evaluating a specialist's valuation of intangible assets acquired in a business combination.

With respect to certain other acquired assets the firm did not obtain an understanding of and evaluate whether the valuation method the issuer used to develop its fair value estimate was appropriate in the circumstances. (AS 2502.09 and .18)

The firm did not perform any procedures to evaluate whether the issuer's adjustment to the fair value estimate for these assets was in conformity with FASB ASC Topic 805 Business Combinations. (AS 2810.30)

During the year the issuer completed a business combination and engaged multiple specialists to determine the fair value of certain acquired assets including acquired intangible assets and certain assumed liabilities. The following deficiency was identified: • For the valuation of fixed assets the firm did not perform sufficient procedures to evaluate whether the methods used by the company's specialist were appropriate. Specifically the firm did not evaluate whether the data and significant assumptions were appropriately applied under the applicable reporting framework. (AS 1105.A8c)

During the year the issuer completed a business combination and engaged multiple specialists to determine the fair value of certain acquired assets including acquired intangible assets and certain assumed liabilities. The following deficiency was identified: • The company's specialists used certain external data in developing the assumptions used in the valuation of certain acquired intangible assets. The firm did not perform any procedures to evaluate the relevance and reliability of the data used. (AS 1105.A8a)

The issuer entered into an agreement to acquire the assets and liabilities of an entity. The firm did not perform sufficient procedures to test the acquisition because it did not: · Test the valuation of common stock issued in connection with the acquisition. (AS 2501.07)

The issuer entered into an agreement to acquire the assets and liabilities of an entity. The firm did not perform sufficient procedures to test the acquisition because it did not: · Test the existence completeness and valuation of the assets acquired and liabilities assumed as of the acquisition date. (AS 2301.08; AS 2501.07)

During the year the issuer acquired a business and engaged a specialist to assist it in determining the fair value of the resulting noncontrolling interest and goodwill. The following deficiency was identified: · The firm did not perform any procedures to evaluate the relevance and reliability of the work of the company's specialist because it did not identify that (1) certain information in the company specialist's valuation report was inconsistent with a disclosure in the issuer's financial statements and (2) the company's specialist report was not final even though the issuer disclosed that it had completed its valuation of the accounts. (AS 1105.A9 and .A10)

During the year the issuer acquired a business. The firm did not identify and evaluate a departure from GAAP related to the issuer's valuation of the acquiree's investment in the acquirer. (AS 2810.30) Unrelated to our review the issuer reevaluated its accounting for this acquisition and concluded that a material misstatement existed that had not been previously identified. The issuer subsequently corrected this misstatement in a restatement of its financial statements and the firm revised and reissued its report on the financial statements.

During the year the issuer acquired multiple businesses and determined the fair values of certain acquired intangible assets using forecasted cash flows and related assumptions. The firm's approach for substantively testing the fair values of the acquired intangible assets was to test the issuer's process. With respect to another acquired business the following deficiency was identified: · The firm did not identify and evaluate a misstatement in the issuer's disclosure related to the valuation of the acquired net assets that was required under FASB ASC Topic 805 Business Combinations. (AS 2810.30 and .31)