Preface
We are pleased to present the 2024 edition of SEC Reporting
Considerations for Business Acquisitions. This Roadmap is intended to help
domestic registrants navigate their SEC1 reporting obligations related to the acquisition or probable acquisition of a
business. It combines the SEC’s guidance on reporting for business acquisitions —
including acquisitions of real estate operations and pro forma financial information
— with Deloitte’s interpretations and examples in a comprehensive, reader-friendly
format.
Registrants may be required under SEC rules to file the separate
annual and interim preacquisition financial statements of the acquired or to be
acquired business along with the related pro forma financial information. Disclosure
of this information can be important to investors because an acquisition will
generally affect a registrant’s financial condition, results of operations,
liquidity, and future prospects. While registrants are also required to disclose the
nature and financial impact of a business acquisition under the FASB’s accounting
standards, the SEC’s requirements are significantly more detailed and can result in
considerable financial reporting responsibilities regardless of whether a company
acquires businesses frequently or only occasionally.
Appendix E discusses significant changes made
since the issuance of the 2023 edition of this publication.
Be sure to check out On the Radar (also available
as a stand-alone
publication), which briefly summarizes
emerging issues and trends related to the accounting and
financial reporting topics addressed in the Roadmap.
This Roadmap is not a substitute for the exercise of professional judgment, which is
often essential to applying the financial reporting guidance for various business
acquisitions and pro forma financial information. It is also not a substitute for
consulting with Deloitte professionals on complex transactions and SEC reporting
matters.
We hope that you will find this publication to be a valuable resource when
considering the SEC reporting requirements related to business acquisition
transactions.
Footnotes
1
For a list of abbreviations used in this publication, see
Appendix
D.