1.5 SEC Reporting Considerations for Business Acquisitions

When an acquirer is an SEC registrant and consummates — or it is probable that it will consummate — a significant business acquisition, the SEC may require the filing of certain financial statements for the acquired or to be acquired business (the acquiree) under SEC Regulation S-X, Rule 3-05. For example, if the acquirer files a registration statement or a proxy statement, separate financial statements for the acquiree may be required in addition to the financial statements of the registrant. Including the separate preacquisition financial statements of the acquiree in a filing allows current and prospective investors to evaluate the future impact of the acquiree on the registrant’s consolidated results. Pro forma information may also be required under SEC Regulation S-X, Article 11, for the acquisition or probable acquisition of a business.