Appendix D — Roadmap Updates for 2024 | DART – Deloitte Accounting Research Tool

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Appendix E — Roadmap Updates for 2026

The table below summarizes the substantive changes made in the 2026 edition of this Roadmap.

Section	Title	Description
1.1	Overview	Added discussion of the SEC’s 2020 final rule amendment and resulting updates to the FRM. References to the updated FRM have been added throughout this Roadmap.
1.5	Rule 3-13 Waivers and Other Requests	Clarified the significance test information that should be included in waiver requests.
2.1.1	Definition of a Business for SEC Reporting Purposes	Added discussion regarding paragraph 2910.2 of the FRM.
2.3.1.1	Acquisitions Early in the Year	Added discussion regarding reevaluation of significance in accordance with paragraph 2915.3 of the FRM.
2.3.1.7	Measuring Significance After a Shell Company Acquires a Predecessor	Deleted Example 2-9. Example 2-3A through Example 2-8 were renumbered to Example 2-4 through Example 2-9.
2.3.2	Investment Test	Deleted Connecting the Dots on the 2023 AICPA & CIMA Conference on Current SEC and PCAOB Developments.
2.3.5.3	Performing the Significance Tests When Criteria to Provide Abbreviated Financial Statements Are Met	Changed section title and added discussion of paragraph 2920.20 of the FRM.
2.4	Acquiree Financial Statements Required in SEC Filings	Clarified that Rule 3-05 does not apply to predecessor financial statements.
2.4.2.1.3	Acquirees Subject to the Aggregation Evaluation	Changed section title and updated discussion to reflect paragraph 2945.9 of the FRM.
2.4.6	Financial Statement and Audit Requirements for Targets in SPAC Transactions	Added discussion regarding Rule 15-01(d) and paragraphs 12300.2 and 12300.3 of the FRM.
2.5.3	Age of Financial Statements in Form 8-K	Removed discussion of requirements for updating financial statements if the effective date of a registration statement is within the 71-day grace period. Discussion was also removed from Example 2-23.
2.5.3.1	Previously Filed Financial Statements May Affect Form 8-K Age Requirements	Added definition of “previously filed” and “previously reported” in footnote 5.
2.9	Aggregated Significance	Changed section title. Updated naming convention from “individually insignificant acquirees” to “acquirees subject to the aggregate significance evaluation”; similar updates were reflected throughout Section 2.9, including changes to the remaining section titles.
2.9.1	Filings for Which the Financial Statements of Acquirees Subject to the Aggregation Evaluation Are Required	Changed section title. Added discussion of the inability to circumvent the aggregate disclosure requirements by voluntarily filing acquiree financial statements.
2.9.3	Financial Statements Used to Measure Aggregate Significance	Added discussion of notes to paragraph 2945.3 to the FRM. Modified Connecting the Dots to discuss information an entity may need for acquisitions that are individually insignificant.
2.10.1	Dispositions of a Business — Registrant Contributes a Business in Exchange for Its Interest in a Newly Formed Joint Venture	Added discussion of paragraph 2930.8 of the FRM.
2.11	Acquisition or Probable Acquisition of a Foreign Acquiree	Clarified the definitions of the four types of foreign acquirees.
2.11.4.1	Reconciliation Relief Available for Nonissuer FPI Acquirees	Updated discussion of conditions for waiving the reconciliation requirements for nonissuer FPI acquirees.
2.11.4.2	Reconciliation Relief Available for Foreign Business Acquirees	Added Connecting the Dots to discuss reconciliation requirements for registrants that are FPIs.
2.11.5	Financial Statement Periods to Be Presented	Deleted Connecting the Dots that discussed foreign acquirees that do not meet the definition of a foreign business.
3.1	Introduction	Added discussion to clarify that entities must assess the scope of a transaction under Rule 3-05 or a real estate operation under Rule 3-14 to determine the applicable significance tests and the nature of the historical financial statements that will be required. Clarified further that SRCs are subject to Rules 8-04 and 8-06 instead of Rules 3-05 and 3-14, respectively.
3.2	Determining Whether Real Estate Is Subject to Rule 3-14	Added Connecting the Dots to clarify the requirements for situations in which a registrant acquires an equity interest in an existing legal entity.
3.2.1.1	Rental History That Is Unavailable, Limited, or Unrepresentative	Updated Connecting the Dots discussion pertaining to leases with limited or unrepresentative rental history.
3.2.1.2	Properties Subject to Triple Net Leases	Clarified that the asset concentration test would assess whether a single lessee/tenant represents more than 20 percent of a registrant’s assets as of the most recent annual balance sheet date, instead of the acquisition date.
3.3.1	Modified Investment Test	Added Connecting the Dots to provide scenarios illustrating how a registrant determines the numerator in the modified investment test on the basis of whether it has an AWMV and the debt is new or existing.
4.1	Pro Forma Financial Information Required in SEC Filings	Added discussion of the following paragraphs of the FRM: (1) paragraph 3160.3 on the requirements for pro forma information when a registrant increases its investment in an acquiree, (2) paragraph 3309.1 on excluding the effects of real estate operations in the pro forma presentation for the periods before actual construction of the property, and (3) paragraph 3110.5 on timing requirements for pro forma financial information of the acquired business.
4.2.1	General Presentation Requirements	Added discussion of paragraph 3210.2 of the FRM regarding the preparation of pro forma financial information by domestic registrants and FPIs.
4.2.1.1	Introductory Paragraph	Added summary of additional information that can be included in the introductory paragraph of the pro forma financial information.
4.2.1.2	Pro Forma Balance Sheet	Added discussion of paragraph 3240.11 of the FRM regarding presentation of negative cash as a liability in the pro forma balance sheet.
4.2.2.1	Presentation of Pro Forma Financial Information When a Transaction Is Structured in Such a Way That Significantly Different Results May Occur	Added discussion of paragraphs 3240.7 and 3240.8 of the FRM to note that if a transaction is structured such that materially different results could occur, the pro forma presentation should reflect the range of possible outcomes. Added examples of scenarios in which such presentations could occur, as discussed in paragraphs 3240.9, 3240.10, and 3240.12 of the FRM.
4.2.2.2	Combining Entities With Different Fiscal Year-Ends	Incorporated discussion of paragraph 3301.2 of the FRM, which notes that the staff may allow overlaps or gaps of up to one quarter in the dates of the target’s income statements but will not permit omission of interim pro forma financial information resulting from different fiscal periods.
4.2.2.4	Reflecting Multiple Transactions in Pro Forma Financial Information	Added discussion of paragraph 3240.14 of the FRM, which explains that in certain limited circumstances, multiple transactions that are entered into concurrently can be presented together. Expanded Example 4-4 to provide a more detailed description of an alternative way to present multiple transactions in pro forma financial information.
4.2.2.5	Prohibitions	Added new section to consolidate descriptions of prohibitions regarding the presentation of pro forma financial information.
4.3.2	Pro Forma Income Statements	Clarified that the periods used for the acquiree should be the same as those of the registrant.
4.4.1.1	Pro Forma Balance Sheet	Added brief descriptions of autonomous entity adjustments and management’s adjustments, including discussion of paragraph 3248.7 of the FRM, which explains that management’s adjustments should not be presented on the face of the financial statements.
4.4.1.2	Pro Forma Income Statement	Clarified example of pro forma income statement presentation for newly acquired assets. Added summary of pro forma income statement requirements for autonomous entity adjustments and management’s adjustments.
4.4.2.1.1	Transaction Accounting Adjustments in Business Combinations	Clarified that the costs of being a public company should not be included as transaction costs in pro forma information.
4.4.2.1.2	Tax Effect of Pro Forma Adjustments	Added discussion of paragraph 3270.1 of the FRM regarding the use of a rate other than the statutory rate for calculating the tax effects of pro forma adjustments.
4.4.2.1.4	Presenting Expected Costs Associated With Exit or Disposal Activities (Restructuring Costs)	Clarified the circumstances in which an acquirer could recognize restructuring costs as liabilities assumed in an acquisition. Added discussion of paragraph 3250.11 of the FRM regarding the requirements for pro forma disclosures related to the expected disposal of operations.
4.4.2.1.6	Effects of Additional Financing Arrangements	Added discussion of paragraph 3260.2 of the FRM related to (1) the interest rate used to calculate the pro forma effect of additional debt financing arrangements and (2) the requirement to include prominent disclosures of the basis of presentation and the expected effects of the current interest rate environment.
4.4.2.1.7	Goodwill Impairment	Added new section to discuss considerations related to the treatment of goodwill impairment in pro forma financial information, including discussion of paragraph 3245.3 of the FRM. Subsequent sections were renumbered.
4.4.2.1.8	Other Material Transactions	Added discussion regarding the clarification of the term “other transactions” in accordance with paragraph 3160.2 of the FRM.
4.4.2.1.9	Conforming the Accounting Policies of the Acquiree to those of the Registrant	Added discussion of conforming the accounting policies of the acquirees to those of the registrant in accordance with paragraphs 3250.2, 3250.3, and 3303.1 of the FRM.
4.4.2.2.1	Nonrecurring Items and Unusual Results	Added discussion to note that in accordance with paragraph 3302.1 of the FRM, it is generally not appropriate to eliminate the impact of unusual events from pro forma financial information.
4.4.2.2.2	Consideration Transferred or Received	Removed the last paragraph because its content was already covered in Section 4.4.2.1.5.
4.4.2.2.3	Contingent Consideration	Added discussion of paragraph 3250.12 of the FRM related to the impact to pro forma financial statements when contingent consideration is remeasured to fair value.
4.4.2.2.4	Fair Value of Assets Acquired and Liabilities Assumed	Added discussion of the disclosure of the expected useful lives or amortization periods of significant assets acquired in a business acquisition in accordance with paragraph 3250.10 of the FRM.
4.4.2.2.5	When the Consideration Transferred or Determination of Fair Value Is Incomplete	Added discussion of the inclusion of a sensitivity analysis for the range of possible outcomes in accordance with paragraph 3244.3 of the FRM.
4.4.3	Autonomous Entity Adjustments and Related Disclosures	Added new section to address the general principles and disclosure requirements for autonomous entity adjustments. Subsequent sections were renumbered.
4.4.4	Management’s Adjustments and Related Disclosures	Enhanced discussion of management’s adjustments to reflect guidance in various paragraphs of the FRM and Rule 11-01(a)(7).

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