Appendix F — Roadmap Updates for 2023 | DART – Deloitte Accounting Research Tool

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Appendix F — Roadmap Updates for 2023

The tables below summarize the substantive changes made in the 2023 edition of this Roadmap.

Amended Content

Section	Title	Description
Chapter 1	Introduction	Moved the discussion of SRCs and entities offering securities under Regulation A to Sections 2.4 and 3.4.
2.2.2	Consolidated Subsidiary Condition	Moved the discussion of FPIs to Section 2.4.
2.3.2.1	Level of Detail	Added new footnotes discussing appropriate variation in the level of detail provided in summarized financial information to conform to the nature of a registrant’s business under Rule 1-02 (bb).
2.3.2.2	Basis of Presentation	Added discussion regarding dividends declared and receivable from nonissuer or nonguarantor subsidiaries in the alternative financial disclosure as required by paragraph 2520.1 of the FRM. Added additional reference to paragraph 2520.2 of the FRM.
2.3.3	Omission of Financial Disclosure	Added discussion regarding paragraph 2520.3 of the FRM, which pertains to the disclosure of the current and noncurrent portions of the amount of debt securities as part of the narrative disclosure.
2.3.4	Where Disclosure Is Required	Added discussion of the requirement for auditors to perform certain procedures in conjunction with providing comfort letters to underwriters.
2.3.5	Recently Acquired Subsidiary Issuers or Guarantors	Added discussion regarding paragraph 2530.4 of the FRM, which requires a parent company that is an FPI to provide preacquisition summarized financial information.
2.3.6	Ongoing Reporting Obligation	Added discussion regarding paragraph 2540.1 of the FRM and Rule 12h-5 of the Exchange Act, which indicate that subsidiary issuers and guarantors eligible for exemption under Rule 3-10 are exempt from the periodic reporting requirements of Section 13(a) and 15(d) of the Exchange Act. Added discussion of paragraph 2540.1 of the FRM and C&DI Question 254.01 related to applying the relief offered under Rule 13-01 and Rule 3-10 when a different class of securities is registered by the issuer or guarantor of guaranteed securities under Section 12 of the Exchange Act.
2.4.1	FPIs	Moved the discussion of FPIs from other sections of Chapter 2 to Section 2.4.1. Added the disclosure requirement under Exhibit 17 in Form 20-F, Item 19.
2.4.3	Regulation A	Added discussion from Regulation A, Rule 257(b), regarding (1) exemption from periodic and current reporting requirements and (2) reporting requirements once criteria for omission of a separate financial statement under Rule 3-10 are no longer met. Added the disclosure requirements in Exhibit 17 in Form 1-A, Item 17; Part II of Form 1-K, Item 8(b); and Form 1-SA, Item 4(b).
3.1	Overview	Added discussion regarding paragraph 2640.1 of the FRM on disclosures for a registrant filing a new registration unrelated to the securities that were previously issued as collateralized securities.
3.2.1	Disclosure Requirements	Moved the discussion of registrants pledging equity interest in unconsolidated affiliates to Section 3.2.2.1.
3.2.2.1	Level of Detail	Added the rationale for including separate financial statements of unconsolidated affiliates in accordance with paragraph 2620.3 of the FRM.
3.2.2.2	Basis of Presentation	Included the discussion in paragraph 2620.1 of the FRM regarding the basis for requiring consolidated affiliate information as part of the summarized financial information and highlighted the difference between the disclosures in Rule 13-02 and in Rule 13-01. Included discussion from paragraph 2620.4 of the FRM regarding presentation of the summarized financial statement of an affiliate that is not wholly owned.
3.2.4	Where Disclosure Is Required	Added discussion of the requirement for auditors to perform certain procedures in conjunction with providing comfort letters to underwriters.
3.4.1	FPIs	Moved the discussion pertaining to FPIs from other sections of Chapter 3 to Section 3.4.1. Added the disclosure requirement in Exhibit 17 in Form 20-F, Item 19.
3.4.3	Regulation A	Added the disclosure requirements in Exhibit 17 of Form 1-A, Item 17; Part II of Form 1-K, Item 8(b); and Form 1-SA, Item 4(b).

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