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Appendix E — Roadmap Updates for 2023

Appendix E — Roadmap Updates for 2023

Appendix E — Roadmap Updates for 2023

The table below summarizes the substantive changes made in the 2023 edition of this Roadmap.
Section
Title
Description
Rule 3-13 Waivers and Other Requests
Updated to add (1) recent SEC staff recommendations related to submitting a waiver request and (2) SEC staff guidance clarifying that the waiver for comparative interim financial statements that would have been required in a two-year presentation is not automatic and should be included in the waiver request.
Revenue Component
Updated to reflect recent SEC staff guidance on the revenue component of the income test in the evaluation of whether an acquiree has material revenue.
Filings for Which the Financial Statements of Individually Insignificant Acquirees Are Required
Clarified discussion related to the application of the aggregation guidance in Form S-4.
Interim Financial Statement Requirements for Foreign Business Acquirees
Clarified discussion related to the applicability of the requirements of Form 20-F, Item 8.A.5.
Financial Statements Used to Measure Significance
Updated to add recent SEC staff guidance under which the registrant must meet the requirements of Regulation S-X, Rule 11-01(b)(3)(i)(B), to use pro forma financial information when testing the significance of a consummated acquisition.
Presentation of Pro Forma Information When a Transaction Is Structured in Such a Way That Significantly Different Results May Occur
Updated to add recent SEC staff guidance related to Regulation S-X, Rules 11-02(a)(10) and 11-02(a)(2).
Transaction Accounting Adjustments in Business Combinations
Updated to add recent SEC staff guidance related to the treatment of transaction costs in pro forma financial information for a business combination.
Simplified Examples of Disclosures Related to Pro Forma Financial Information Required Under Regulation S-X, Article 11
Updated to (1) add an example addressing considerations related to a probable acquisition and (2) expand the discussion and illustration of disclosures of the pro forma financial information that a registrant may be required to provide under Regulation S-X, Article 11, for a significant consummated acquisition. Enhancements include adding equity consideration to the discussion of consideration transferred, breaking out the equity section in the pro forma balance sheet, and clarifying the treatment of transaction costs.