2.5 Age of Financial Statements

When the financial statements of an acquiree are required in SEC filings, the registrant must determine which specific annual and interim periods it must provide (i.e., the “age” of the financial statements). The guidance in this section applies to acquirees that are incorporated in the United States. For guidance applicable to acquirees that are not incorporated in the United States and do not conduct the majority of their operations there, see Section 2.11.

2.5.1 Considerations Related to the Age of an Acquiree’s Financial Statements

The required age of financial statements for an acquiree is a function of:

The following dates:
- Form 8-K — The earlier of the date on which the initial Form 8-K is filed or the latest date by which it must be filed.
- Registration statement — The date a registration statement is filed and the date it is declared effective.
- Proxy statement — The date a proxy statement is filed and the date it is mailed.
- Combined registration statement and proxy statement — The date the combined registration statement and proxy statement is filed and the date it is declared effective. The mailing date of the proxy is not a factor as long as such date is not delayed beyond a reasonable amount of time necessary for the preparation of the materials for mailing, which is generally no more than a few days.
The filing status of the acquiree and the registrant.
The fiscal year-end of the acquiree.
The date of the acquisition.

2.5.2 General Rules for Determining the Age of Financial Statements for the Acquiree

Rule 3-05 is used to determine the number of periods required for an acquiree’s preacquisition financial statements on the basis of the acquiree’s significance (see Section 2.3 for additional information). Regulation S-X rules specify the required age of the preacquisition financial statements as follows:

Balance sheet — The periods required for all financial statements are based on the date of the most recent balance sheet that must be provided in the filing. Under Regulation S-X, Rule 3-01, a balance sheet is required as of a date less than 135 days (130 days if the acquiree is an accelerated filer or a large accelerated filer) from the filing date, the expected effective date of a registration statement, or the mailing date of a proxy statement. However, a registrant may have additional time before it must update third-quarter interim financial statements with audited annual financial statements, as further discussed in Sections 2.5.3 and 2.5.4. Filings provided 135 days (130 days if the acquiree is an accelerated filer or a large accelerated filer) or more after the acquiree’s fiscal year-end must also include an unaudited interim balance sheet. However, acquiree financial statements generally are not required for the period between (1) the end of the acquiree’s last fiscal quarter before the acquisition and (2) the acquisition date. (See below for further discussion.) A balance sheet for the comparative prior annual period is not required under Rule 3-01, but a registrant may need to provide a comparative prior annual balance sheet under Rule 3-05 if the significance of the acquiree exceeds 40 percent (see Section 2.3).
Statements of comprehensive income and cash flows — Under Regulation S-X, Rule 3-02, statements of comprehensive income and cash flows are required for annual periods and the interim period between (1) the latest year-end balance sheet provided in the filing and (2) the interim balance sheet that must be included under Rule 3-01. Rule 3-05 also may require acquirees to provide statements of comprehensive income, cash flows, and changes in equity (see below) for the comparative prior annual and interim periods if the significance of the acquiree exceeds 40 percent (see Section 2.3).
Statements of changes in equity — Regulation S-X, Rule 3-04, requires registrants to present changes to each caption of stockholders’ equity and noncontrolling interests in a note or separate statement for each period for which a statement of comprehensive income must be filed. In addition, Regulation S-X, Article 10, notes that for interim financial statements, registrants must “[p]rovide the information required by [Rule] 3-04 for the . . . year-to-date periods.” Equity information provided should include activity from the latest fiscal year-end to the date of the appropriate interim period preceding the acquisition.

Except in certain circumstances (as discussed in the next section), acquiree financial statements are generally not required for the intervening period between (1) the end of the acquiree’s last fiscal quarter before acquisition and (2) the acquisition date. However, a registrant may have to disclose significant events that occurred during the omitted interim period. For example, if both an acquiree and a registrant have calendar year-ends and the acquisition is consummated on September 29, generally the acquiree financial statements would not be updated beyond June 30 (i.e., the end of the last fiscal quarter before acquisition). The registrant would nevertheless consider whether it must disclose material events that occurred between June 30 and September 29. However, if the acquisition occurred on October 1, the registrant would be required in certain circumstances to update the interim financial statements through September 30, depending on when the registration or proxy statement was filed, mailed, or declared effective. This is because the period that would otherwise be omitted (July 1–September 30) represents a complete quarter.

2.5.2.1 Considerations When the Acquiree Is the Registrant’s Predecessor

Acquiree financial statements may need to be updated through the acquisition date if the acquired business is deemed to be the registrant’s predecessor. For example, the acquiree may be deemed the predecessor if the registrant is a new entity formed to acquire an existing business and the registrant had no other operations before the acquisition.

In such cases, if the acquisition date is on or before the date on which the registrant’s most recent audited balance sheet must be included in a filing, the predecessor’s interim financial statements should be presented and audited through the date of acquisition. If the acquisition date is after the date on which the registrant’s most recent audited balance sheet must be included in the registration statement, the interim financial statements of the predecessor should be presented for the same periods as if the predecessor were the registrant, and the interim financial statements may be unaudited. However, in such circumstances, the predecessor period between the registrant’s latest balance sheet and acquisition dates would need to be audited when presented in the next Form 10-K.

2.5.3 Age of Financial Statements in Form 8-K

In determining the age of acquiree financial statements, a registrant generally uses the date on which the initial Form 8-K reporting the acquisition (the “initial Form 8-K”) is filed or required to be filed. The determination is based on the acquiree’s filing status and not the registrant’s.

If the initial Form 8-K is filed on or before 89 days (for nonaccelerated filers and nonregistrants), 74 days (for accelerated filers), or 59 days (for large accelerated filers) after the acquiree’s fiscal year-end, audited financial statements of the acquiree for the recently completed fiscal year are not required. In such cases, a registrant would have to provide audited financial statements of the acquiree for the fiscal year preceding its recently completed fiscal year and unaudited interim financial information of the acquiree through the third quarter of the most recently completed fiscal year. However, a registrant that files a new registration statement later in the fiscal year may be required to include audited annual financial statements of the acquiree for the most recently completed fiscal year (see Section 2.5.4).

If the acquiree’s audited year-end balance sheet is as of a date that is no more than 134 days (for nonaccelerated filers and nonregistrants) or 129 days (for accelerated filers and large accelerated filers) from the date the initial Form 8-K is filed, the acquiree’s interim financial information is not required. If, however, the year-end balance sheet is as of a date that is 135 days or more (for nonaccelerated filers and nonregistrants) or 130 days or more (for accelerated filers and large accelerated filers) from the date the initial Form 8-K is filed, a registrant must provide, in addition to the audited year-end financial statements, the acquiree’s financial information as of an interim date that is 134 days (for nonaccelerated filers and nonregistrants) or 129 days (for accelerated filers and large accelerated filers) from the date the initial Form 8-K is filed.

More recent financial statements may be required, however, if the effective date of a registration statement filed by the registrant occurs within the 71-day grace period between the initial Form 8-K filing and the amendment to include the acquiree’s preacquisition financial statements. If the acquiree exceeds 50 percent significance, its financial statements must be included in the registration statement (see Section 2.4.2). If the acquiree exceeds 20 percent significance, but not 50 percent, its financial statements are not required in the registration statement. However, the age of the acquiree financial statements presented in the amended Form 8-K should be based on the effective date of the registration statement, not the initial Form 8-K filing date.

The following example illustrates how the Form 8-K age requirements are determined:

Example 2-23

Registrant A acquires Company B, a nonregistrant, on Wednesday, August 11, 20X1. Both A and B have a December 31 year-end. Company B is 30 percent significant to A. Registrant A must provide B’s audited financial statements covering one year and any required interim period.

In accordance with the Form 8-K rules, A has four business days after the consummation of the acquisition of B to file the initial Form 8-K reporting the acquisition. Accordingly, A must file the initial Form 8-K on or before Tuesday, August 17, 20X1.

Registrant A must provide B’s audited financial statements for the year ended December 31, 20X0, since the initial Form 8-K is filed 90 days or more after B’s fiscal year-end (its most recently completed fiscal year). The appropriate interim-period financial statements for B that are required in the Form 8-K depend on the date the initial Form 8-K is filed (or is required to be filed).

For example, if A files the initial Form 8-K on or before August 12, 20X1 (i.e., before the 135th day after the end of the first quarter, which is August 13, 20X1), B’s interim financial statements for the three months ended March 31, 20X1, would also be required. Since B does not exceed 40 percent significance, the comparative interim period is not required. However, if A were to subsequently file a registration statement, it may need to provide financial statements as of a more recent date. See Section 2.5.4 for more information about financial statement age requirements in registration statements.

If A files the initial Form 8-K after August 12, 20X1 (i.e., 135 days or more after the end of the first quarter), B’s interim financial statements for the six months ended June 30, 20X1, would also be required. Since B does not exceed 40 percent significance, the comparative interim period is not required.

Registrant A has 71 calendar days to amend the initial Form 8-K to provide B’s required financial statements and pro forma financial information. Even though A must file the amended Form 8-K, including B’s financial statements, in October 20X1, the required interim periods to be provided for B vary depending on the filing date of the initial Form 8-K.

Note, however, that if a registration statement is filed or declared effective during the 71-day grace period to amend the initial Form 8-K, the age of the financial statements would “reset” according to the date the registration statement is declared effective. This is the case even if the registration statement does not require the acquiree financial statements to be presented (e.g., the acquiree did not exceed 50 percent significance).

2.5.3.1 Previously Filed Financial Statements May Affect Form 8-K Age Requirements

A registrant may have previously filed a registration or proxy statement that included (1) separate historical financial statements of a probable acquisition (as required under Rule 3-05) or (2) target financial statements provided in a Form S-4 (see Section 2.4 for more information). Upon consummation of the acquisition, the registrant must comply with the applicable Form 8-K filing requirement to report the significant acquisition.

General Instruction B.3 of Form 8-K (“Instruction B.3”) states, in part, that “[i]f the registrant previously has reported [in a registration or proxy statement] substantially the same information as required by this form [i.e., financial statements of an acquiree and pro forma financial statements], the registrant need not make an additional report of the information on this form” (emphasis added).

The previously filed financial statements of the acquiree would be considered “substantially the same” as those required by Form 8-K as long as they do not, for example, include (1) two or more additional interim quarters or (2) annual financial statements for an additional fiscal year. Note that previously provided financial statements that were prepared in accordance with the requirements for SRCs in Regulation S-X, Article 8, may not be considered “substantially the same” if the registrant does not qualify as an SRC. A registrant should also separately evaluate whether it must provide the pro forma financial statements in the Form 8-K or whether they are deemed substantially the same as the pro forma financial statements the registrant previously filed. See Chapter 4 for a discussion of pro forma financial information. While there is no separate SEC interpretive guidance on making this determination, we believe that the criteria used in the “substantially the same” evaluation for pro forma financial statements should be consistent with the criteria used for evaluating the acquiree financial statements. When performing this evaluation, registrants should also consider whether there was a material change in the underlying assumptions used (e.g., a material change to the consideration transferred) that would cause the previously filed pro forma financial statements to be materially incorrect or potentially misleading in light of the change.

Although Instruction B.3 permits a registrant to exclude the acquiree’s financial statements and pro forma financial information from the Form 8-K, the registrant may choose to file that information in a Form 8-K so that it can be incorporated by reference into an effective shelf registration statement or a new registration statement.

2.5.4 Age of Financial Statements in Registration or Proxy Statements

Registrants should be mindful of certain unique considerations when determining the age of financial statements for a significant acquiree in registration or proxy statements.

2.5.4.1 Year-End Financial Statements

2.5.4.1.1 Filing Date, Effective Date, or Mailing Date Is on or Before the 45th Day After an Acquiree’s Fiscal Year-End

If the filing date, the effective date of a registration statement, or the mailing date of a proxy statement (hereafter “the filing or effective/mailing date”) is on or before the 45th day after an acquiree’s fiscal year-end, Regulation S-X, Rules 3-01 and 3-12, permit the registrant to include audited financial statements of a significant acquiree for the fiscal year preceding the acquiree’s most recently completed fiscal year. In such cases, the registrant must also provide interim financial information for the significant acquiree through the third quarter of the most recently completed fiscal year. (See Section 2.5.4.2 for more information.)

In accordance with Rule 3-12(c), the audited financial statements for the most recently completed fiscal year should be included in the filing if they are available before the anticipated effective date or, for a proxy statement, the proposed mailing date. Availability of the financial statements is based on facts and circumstances and occurs no later than when such statements are “issued,” as discussed in ASC 855-10-S99-2.

2.5.4.1.2 Filing or Effective/Mailing Date Is More Than 45 Days but Less Than 90 Days After an Acquiree’s Fiscal Year-End

If the filing or effective/mailing date is more than 45 days but less than 90 days (i.e., between 46 and 89 days) after an acquiree’s fiscal year-end, Rules 3-01 and 3-12 generally require the registrant to include the financial statements of a significant acquiree for the most recently completed fiscal year. Under a special accommodation, however, a registrant is given additional time before it must provide audited financial statements of the acquiree for the most recently completed fiscal year (i.e., the financial statements for the fiscal year preceding the most recently completed fiscal year are still acceptable). To be eligible for the special accommodation, the registrant must meet all of the following conditions in Rule 3-01(c):

(1) The registrant files annual, quarterly and other reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 and all reports due have been filed;

(2) For the most recent fiscal year for which audited financial statements are not yet available the registrant reasonably and in good faith expects to report income attributable to the registrant, after taxes; and

(3) For at least one of the two fiscal years immediately preceding the most recent fiscal year the registrant reported income attributable to the registrant, after taxes.

If the registrant meets all of those conditions, the registrant has additional time before it is required to provide audited financial statements of the acquiree for the most recently completed fiscal year unless those financial statements are available (as described above). However, the amount of additional time depends on the acquiree’s filing status:

Acquiree’s Filing Status	Amount of Additional Time
Nonaccelerated filers and nonregistrants	Up to and including the 89th day after year-end
Accelerated filers	Up to and including the 74th day after year-end
Large accelerated filers	Up to and including the 59th day after year-end

A registrant that meets all of the conditions in Rule 3-01(c) and provides a significant acquiree’s audited year-end financial statements for the year preceding the most recently completed fiscal year must also include (1) interim financial information for the significant acquiree through the third quarter of the most recently completed fiscal year and (2) the corresponding period in the prior fiscal year if the significance of the acquiree exceeds 40 percent. See Sections 2.5.4.2 and 2.3 for more information.

Example 2-24

Registrant A acquires Company B, a nonaccelerated filer, on February 22, 20Y1. Both A and B have a December 31 year-end. Company B is 55 percent significant to A. Registrant A must provide B’s audited financial statements covering two years and any required interim periods.

On February 26, 20Y1, A files its initial Form 8-K announcing the acquisition (i.e., within four business days). The initial Form 8-K does not contain B’s financial statements. Registrant A has an additional 71 calendar days before it is required to file B’s financial statements and pro forma financial information in a Form 8-K/A.

On March 1, 20Y1, A files a registration statement (i.e., more than 45 days after year-end), which A expects will become effective March 25, 20Y1 (i.e., less than 90 days after year-end).

Even though A is not required to file B’s financial statements in a Form 8-K/A until May 8, 20Y1 (i.e., 71 calendar days after it was required to file the initial Form 8-K), A must provide B’s financial statements in the registration statement because B is greater than 50 percent significant to A (i.e., A cannot exclude B’s financial statements under the 75-day rule; see Section 2.4.2).

If A meets the conditions in Rule 3-01(c), A is allowed to provide B’s financial statements for the two fiscal years ended December 31, 20X9 (the year preceding the most recently completed fiscal year), and B’s interim financial statements for the nine months ended September 30, 20Y0 and 20X9, unless the financial statements for the most recently completed fiscal year are available.

If A does not meet the conditions in Rule 3-01(c), A would have to provide B’s financial statements for the two fiscal years ended December 31, 20Y0, and no interim financial statements would be required.

2.5.4.1.3 Filing or Effective/Mailing Date Is 90 Days or More After an Acquiree’s Fiscal Year-End

If the filing or effective/mailing date is 90 days or more after the acquiree’s fiscal year-end, Rules 3-01 and 3-12 require a registrant to include the significant acquiree’s audited financial statements for the most recently completed fiscal year. In addition, if the acquiree’s fiscal year-end balance sheet is as of a date 135 days (130 days if the acquiree is an accelerated filer or a large accelerated filer) or more from the filing or effective/mailing date, the registrant must provide interim financial information for the significant acquiree. See the next section for more details.

2.5.4.2 Interim Financial Statements

If the audited year-end balance sheet is as of a date no more than 134 days (129 days if the acquiree is an SEC reporting company that is an accelerated filer or a large accelerated filer) from the filing or effective/mailing date, a significant acquiree’s interim financial information is not required. If, however, the year-end balance sheet is as of a date 135 days (130 days if the acquiree is an accelerated filer or a large accelerated filer) or more from the filing or effective/mailing date, a registrant must provide a significant acquiree’s financial information as of an interim date that is no more than 134 days (129 days if the acquiree is an accelerated filer or a large accelerated filer) from the filing or effective/mailing date as well as the audited year-end financial statements.

Under Rule 3-05, a registrant may also be required to provide statements of comprehensive income, cash flows, and changes in equity for the comparative prior interim period if the significance of the acquiree exceeds 40 percent (see Section 2.3).

2.5.4.3 “Updating” Requirements for Registration Statements and Proxy Statements

As noted in Section 2.5.4.1, the financial statements in a registration or proxy statement must meet the financial statement age requirements on the filing or effective/mailing date, which may be weeks or months after the initial filing date. Because of the delay, financial statements that met those requirements as of the initial filing date may no longer meet them when a subsequent amendment is filed or immediately before the effective/mailing date. Such financial statements are sometimes described as “stale.”

Rule 3-12 requires that in such cases, registrants “update” the financial statements included in the initial filing (i.e., provide financial statements as of a more recent date) before the filing or effective/mailing date. Typically, registrants update the financial statements in a registration statement or proxy statement by amending the filing to include financial statements that meet the age requirements.

A registration or proxy statement may also incorporate acquiree financial statements that were included in a Form 8-K by reference. Sometimes, however, an acquiree’s financial statements in a Form 8-K are not as current as those required for the registration or proxy statement. Therefore, the registrant must update the acquiree’s financial statements in the Form 8-K to meet the financial statement age requirements for registration and proxy statements.

Example 2-25

Registrant A acquired Company B, a nonregistrant, on April 2, 20X1. Both A and B have a December 31 year-end. Company B is 30 percent significant to A, and A must provide B’s audited financial statements covering one year and consider any required interim period.

On April 8, 20X1, A files the initial Form 8-K announcing the acquisition X (i.e., within four business days). The initial Form 8-K did not include B’s financial statements. Registrant A has an additional 71 calendar days before it is required to file B’s financial statements and pro forma financial information in a Form 8-K/A.

On April 30, 20X1, A files the Form 8-K/A and includes B’s financial statements for the year ended December 31, 20X0. Interim financial statements are not required because the initial Form 8-K is filed less than 135 days from B’s year-end.

On May 5, 20X1, A files a registration statement. Even though B is less than 50 percent significant to A and the acquisition occurred less than 75 days from the date A filed the registration statement (see Section 2.4.2), A included (or incorporated by reference) in the registration statement B’s financial statements for the year ended December 31, 20X0 (the same financial statements included in the Form 8-K/A) because they were previously filed by A. Registrant A was not required to include (or incorporate by reference) B’s financial statements for the three months ended March 31, 20X1, because the registration statement was filed less than 135 days from B’s year-end.

On June 25, 20X1, A files an amendment to the initial registration statement. Since the registration statement was filed 135 days or more from B’s year-end, A is required to update B’s financial statements in the registration statement to include the three months ended March 31, 20X1. Since B does not exceed 40 percent significance, the comparative period for the three months ended March 31, 20X0, is not required.

Rule 3-06 permits a registrant to provide audited financial statements for an acquiree for a period of nine to twelve months to satisfy the one-year requirement under Rule 3-05 (see Section 2.3 for additional information about Rule 3-06). At the March 2013 CAQ SEC Regulations Committee meeting with the SEC staff, the SEC staff indicated that “presenting audited financial statements for a nine month period in reliance on S-X Rule 3-06 does not affect the annual updating provisions of S-X Rule 3-12.” For example, suppose that on January 10, 20X2, a registrant acquires a calendar-year-end acquiree that is significant at the 25 percent level. The registrant filed a Form 8-K four days after the acquisition. Because Rule 3-06 permits a registrant to provide audited financial statements for an acquiree for a period of nine to twelve months, the registrant files a Form 8-K/A on March 25, 20X2 (i.e., within 71 days of the initial 8-K filing), which presents audited financial statements for the nine months ended September 30, 20X1. Because the registrant complied with Rule 3-06, the registrant met its one-year requirement under Rule 3-05.

However, because reliance on Rule 3-06 does not affect the annual updating provisions required by Rule 3-12 since the acquisition closed after the acquiree’s year end, if the registrant files a registration statement on April 15, 20X2 (i.e., 90 or more days after the acquiree’s fiscal year-end), it would need to update the financial statements of the acquiree on the basis of Rule 3-12. Therefore, the registrant would have to present audited financial statements for the year ended December 31, 20X1. The registrant would not be able to satisfy this requirement by also presenting the acquiree’s financial statements for the unaudited three months ended December 31, 20X1.

2.5.4.4 Financial Statement Age Requirements for Well-Known Seasoned Issuers

According to Regulation C, Rule 462(e) and (f), automatic shelf registration statements and posteffective amendments of well-known seasoned issuers become effective immediately upon filing. However, well-known seasoned issuers must comply with the financial statement age requirements themselves as well as for all acquirees at the time a filing becomes effective.

2.5.4.5 Financial Statement Age Requirements for Prospectus Supplements to Registration Statements That Currently Are Effective

2.5.4.5.1 Securities Offerings After the Grace Period

For currently effective registration statements (e.g., an existing Form S-3) upon which a registrant wishes to draw down or issue securities, a registrant may use a prospectus supplement. If a registrant consummated a significant acquisition and provided the appropriate financial statements in a Form 8-K (or amendment thereto) within the grace period, there is generally no specific obligation to update the age of the acquiree’s financial statements unless the acquisition represents a fundamental change. Other than to comply with the requirements in Securities Act Section 10(a)(3) and Regulation S-K, Item 512(a), which apply to fundamental changes, a registrant is not obligated to update its prospectus. Determining whether an acquisition results in a fundamental change is the responsibility of the registrant’s management in consultation with SEC legal counsel.

2.5.4.5.2 Securities Offerings During the Grace Period

If a consummated acquisition exceeds 50 percent significance and a registrant has not yet provided financial statements because it is within the 71-day grace period, offerings in accordance with effective registration statements generally cannot proceed (see Section 2.4.3). We believe that the financial statement age requirements should be the same as those in the Form 8-K/A. That is, the age of the required financial statements should be determined by using the earlier of the (1) filing date of the initial Form 8-K reporting consummation of the acquisition or (2) the fourth business day after consummation of the acquisition.

2.5.4.5.3 Securities Offerings and Probable Acquisitions

If an acquisition is probable, financial statements may be required if the probable acquisition would represent a fundamental change (see Section 2.4.3). In such cases, we believe that the age of the required financial statements should be evaluated as of the date of the prospectus supplement.

2.5.5 Noncompliance With the Financial Statement Age Requirements

We understand that the SEC staff will not review a filing unless the registrant’s financial statements comply with the age requirements. This similarly applies to all financial statements that are required in a registration or proxy statement, including acquiree financial statements.

2.5.6 Other Considerations

2.5.6.1 Weekends and Holidays

Regulation C, Rule 417, indicates that for financial statements that are required to be filed within a specific period, if the “last day of such period falls on a Saturday, Sunday, or holiday,” the registrant may file such statements “on the first business day following the last day of the specified period.” For example, if the 134th day after the first, second, or third quarter-end (or the 89th day after a fiscal year-end for a non-accelerated filer or nonregistrant) falls on a Saturday, Sunday, or holiday, a registrant may file on the next business day without updating the financial statements.

2.5.6.2 Registrant and Acquiree Have Different Year-Ends

If a registrant and its acquiree have different year-ends, the age of the acquiree’s financial statements to include in a filing is determined on the basis of the acquiree’s fiscal year-end, not the registrant’s.

If an acquiree’s year-end precedes the registrant’s year-end, the registrant may have to provide audited year-end financial statements for the acquiree that are more recent than those required for the registrant. However, we understand that the SEC staff may grant relief if this requirement would impose an unreasonable burden. Registrants should consider consultation with their auditors and SEC legal counsel. For more information, see Section 1.5.

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This SEC Reporting Interpretations manual provides comprehensive guidance; however, the manual does not address all possible fact patterns, and the guidance is subject to change. Consult a Deloitte & Touche LLP professional regarding your specific issues and questions.