Preface

The Roadmap reflects the SEC’s final rule2 (issued in May 2020) on the financial statement requirements for acquisitions of businesses, including real estate operations and related pro forma financial information. Appendix E discusses significant changes made since the issuance of the November 2022 edition of this publication.

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.

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.