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Division of Corporation FinanceFinancial Reporting ManualDisclaimer: This Manual was originally prepared by the staf of the Division of Corporation Finance toserve as internal guidance. In 2008, in an efort to increase transparency of informal staf interpretations,the Division posted a version of the Manual to its website. Because of its informal nature, the Manualdoes not necessarily contain a discussion of all material considerations necessary to reach an accountingor disclosure conclusion. Such conclusions about a particular transaction are very fact dependentand require careful analysis of the transaction and of the relevant authoritative accounting literatureand Commission requirements. The information in this Manual is non-authoritative. If it conficts withauthoritative or source material, the authoritative or source material governs. The information presentedalso may not refect the views of other Divisions and Ofces at the Commission. The guidance is nota rule, regulation or statement of the Commission and the Commission has neither approved nordisapproved this information. The information included in this Manual may be updated from timeto time and positions may change. As a result, the information in this manual may not be current.
SUMMARY OF CHANGES IN CURRENT UPDATESections of the Financial Reporting Manual have been updated as of October 30, 2020.These sections have been marked with the date tag, “Last updated: 10/30/2020,” toidentify the changes. Previous updates are marked using the same convention andrepresent the last revision to that section. We include a date tag when the change issignificant. Changes that are administrative in nature (for example, section referenceupdates or grammatical improvements) are not marked with a date tag.Below is a summary of changes included in this update and a brief description of thechange. Clicking the linked section number will direct you to the location of the changein the document. You may click on the embedded link in the document to return to thispage.This update does not include changes for three recent rulemakings, Financial Disclosuresabout Guarantors and Issuers of Guaranteed Securities and Affiliates Whose SecuritiesCollateralize a Registrant’s Securities, Amendments to Financial Disclosures aboutAcquired and Disposed Businesses, and Qualifications of Accountants. For questionsrelated to these amendments, please contact the individual(s) listed on the relatedrulemaking.Topic/SectionComment1340, 2030.1,Revised for amendments to Smaller Reporting Company definition pursuant to5110, 5120, andSEC Release No. 33-10513.5210.2Revised for amendments related to SEC Release No. 33-10532, DisclosureUpdate and Simplification. Due to the volume of these revisions, e.g. replacingTopics 1-6, 8“income statement” with “statement of comprehensive income” throughout, only11, and 14the Topics changed are cited.Revised for amendments to Accelerated Filer and Large Accelerated Filer1340definitions pursuant to SEC Release No. 34-88365.1110.1, 1120,1210, 2015.6,2515, 2810.1,3250, 4130.2,Remove outdated Division of Corporation Finance guidance and GAAP4130.3, 4710,references. Updated for changes to GAAP adoption dates, guidance issued by4850, 5110.3,the PCAOB, Division of Corporation Finance, and Office of Chief Accountant in6120.5, 6240.1, the last few years.10110.2,11110.1, and11200Clarified that Rule 3-13 of Regulation S-X applies only to the financial2050.1statements included in a Form 8-K and not to the timely filing requirement of theForm itself.1140.5, 2200.7Clarified audit requirements for a special-purpose acquisition companyand 4110.5(“SPAC”) registrant’s non-reporting target in Form S-4/Form F-4.1
2410.442204710Clarified Rule 3-09 of Regulation S-X income test calculation when there ismore than one equity method investee.Described the impact a substantial deficiency situation may have on “timelyfiled” criteria in certain rule and form eligibility standards.Revised to include another example of when a “To Be Issued” Accountant’sReport may be accepted.2
COMMUNICATIONS WITH THE DIVISION OF CORPORATIONFINANCE’S OFFICE OF CHIEF ACCOUNTANT (CF-OCA)(Last updated: 3/15/2022)CF-OCA performs the following functions that may result in communications withcompanies and their advisors: Acts on behalf of the Commission to grant relief under Rule 3-13 of Regulation S-X.The staff has authority, where consistent with investor protection, to permit registrants toomit, or substitute for, required financial statements. Requests for this relief should besubmitted by online request. Call (202) 551-3400 and ask for the appropriate personlisted below to discuss questions about potential relief:Rules 3-05 and 8-04– Jaime JohnArticle 11 and Rule 8-05 – Todd HardimanRules 3-09 and 4-08(g) – Jarrett TornoRules 3-10 and 3-16 – Jarrett TornoRules 3-14 and 8-06 – Jessica Barberich Answers interpretive request letters and provides informal interpretive advice about theform and content of financial statements and other financial information required to beincluded in Commission filings. Requests for interpretive letters should be submittedby online request. Requests for informal interpretive advice should be submitted byonline request or by calling (202) 551-3400. While the statements made by the staffon the telephone are intended to be helpful to the persons making the inquiries, they arenot binding due to their informal nature. Helps identify and explain the applicable rules, regulations, forms, and guidance thataffect the form and content of financial statements and other financial informationrequired to be included in Commission filings. Requests for this assistance should besubmitted by online request or by calling (202) 551-3400.3
TABLE OF CONTENTSEXPLANATION OF ABBREVIATIONSTOPIC NT’S FINANCIAL STATEMENTSFinancial Statements and Schedules in Registration and Proxy StatementsAudited Annual Financial StatementsUnaudited Interim Period Financial StatementsSupplemental SchedulesProxy StatementsBank Reorganizing under Newly-formed Holding CompanyRecently Organized RegistrantPredecessor Financial Statements[Reserved]Supplemental and Restated Financial Statements Related to Post Balance Sheet Events1200 Age of Financial Statements in Registration or Proxy Statements1210 Staff Review1220 Age riodic Reporting Requirements (Exchange Act Filings)Companies Required to ReportFinancial Statements RequiredExchange Act Report Due DatesAccelerated and Large Accelerated Filer Status: Entering, Exiting andImplications[Reserved]Changes in Fiscal Year – GeneralChanges in Fiscal Year – Implementation GuidanceCombined Periodic Reporting140014101420143014401450General Considerations (All Filings)Basis of Reporting[Reserved]Guaranteed Securities[Reserved]Fiscal Year Presentation1500 Interim Period Reporting Considerations (All Filings)1600 Selected Financial Data (All Filings)1610 [Reserved]1620 Selected Quarterly Financial Data Not Required4
TOPIC 2:200020052010201520202025OTHER FINANCIAL STATEMENTS REQUIRED206020652070Businesses Acquired or to be AcquiredDefinitions and RequirementsDetermination of a BusinessMeasuring Significance – BasicsImplementation Points – Amounts Used to Measure SignificanceImplementation Points – Financial Statements Used to MeasureSignificanceFinancial Statement Periods Required Under S-X 3-05 and S-X 8-04Individually Insignificant AcquireesWhen to Present Financial StatementsAge of Financial Statements – BasicsAge of Financial Statements – Interaction of S-X 3-05(b)(4) andInstruction to Item 9.01 of Form 8-KForeign Business, Hostile Tender Offers, and Troubled FinancialInstitutionsFlowchart Overview of S-X 3-05Acquisitions of Selected Parts of an EntitySAB 80: Application of S-X 3-05 in Initial Registration Statements2100211021202130Disposition of a BusinessDefinitionsWhen are Financial Statements Required?Form 8-K – Measuring Significance of a Disposed Business2030203520402045205020552200 Financial Statements of Target Companies in Form 52360Real Estate Acquisitions and Properties Securing MortgagesReal Estate Operations - OverviewReal Estate Operations – When to Present Financial StatementsReal Estate Operations – Measuring SignificanceReal Estate Operations – Individually Insignificant AcquisitionsReal Estate Operations – Special Requirements for “Blind Pool”OfferingsReal Estate Operations – Required Financial StatementsREIT Formation TransactionsProperties Subject to Triple Net LeaseProperties Securing Loans, which in Economic Substance Represent anInvestment in Real Estate, including Acquisition Development andConstruction (ADC) ArrangementsProperties Securing Loans that Represent an Asset Concentration [SAB Topic1I][Reserved]Proxy Statements for Acquisitions of Real Estate Operating Properties5
24002405241024152420242524302435Equity Method Investments, Including Fair Value OptionRequired Financial StatementsMeasuring SignificanceCombined/Consolidated Financial Statements of InvesteesSummarized Financial Data – Registrants Subject to S-X“Foreign Business” InvesteesReliefASC 825 Fair Value Option for an Equity Method Investment and S-X 3-09 andS-X 4-08(g)250025102515252025302540Guarantors of SecuritiesExceptions to the General RuleCondensed Consolidating Financial InformationImplementation IssuesRecently Acquired Guarantor SubsidiariesPeriodic Reporting by Subsidiary Issuers and Guarantors2600 Collateralizations2610 Measuring “Substantial Portion of the Collateral”2620 When Financial Statements are Required2630 Implementation Issues2700 Credit – Third Party Financial Statements2705 Asset-Backed Securities – Presentation of Certain Third Party FinancialInformation2710 Third Party Credit Enhancements for Securities that are NOT her Financial StatementsGeneral Partner, Where Registrant is a Limited PartnershipParent-Only Financial Statements (Condensed)Financial Statements of a Significant CustomerSubstantial Asset ConcentrationTOPIC 3:3100311031203130314031503160PRO FORMA FINANCIAL INFORMATIONCircumstances Requiring Pro Forma PresentationsSignificant Business CombinationDisposition of a Significant Portion of a BusinessAcquisition of One or More Real Estate OperationsRoll-Up TransactionRegistrant Previously was Part of Another EntityOther6
n Requirements – Form and ContentObjectivePro Forma Condensed Balance SheetPro Forma Condensed Statement of Comprehensive IncomeFormIn Business CombinationsPro Forma Presentations Reflecting Debt FinancingTax EffectsEffects of New Contractual Arrangements“Carved Out” Businesses33003310332033303340Special Problems and IssuesCommon Pro Forma Preparation ProblemsProhibition on Assuming Offering ProceedsCombining Entities with Different Fiscal YearsHistorical Results Include Unusual Events34003410342034303440Special ApplicationsSub-Chapter S Corporations and PartnershipsDistributions to Promoters/Owners At or Prior to Closing of IPOOther Changes in Capitalization At or Prior to Closing of IPOPro Forma Requirements for Real Estate and Leasing Operations3500 Projections and Financial Forecasts3510 Alternative to Pro Forma Statements3520 Presentation Requirements3600 Other3610 Pro Forma Disclosures Required by GAAP3620 Filings Subsequent to an IPOTOPIC 4:4100411041154120INDEPENDENT ACCOUNTANTS’ INVOLVEMENT41304140Qualifications of AccountantsPCAOB RegistrationInvoluntary PCAOB DeregistrationDuly Registered and in Good Standing Under the Laws of the Accountant’sPlace of Residence or Principal OfficeIndependencePrincipal Auditor4200421042204230Accountants’ ReportsGeneral – Audit ReportsQualified Audit ReportsOther Report Modifications7
4300 Report on Internal Control over Financial Reporting4310 Management’s Annual Report on Internal Control over Financial Reporting4320 Auditor’s Report on ICFR4400441044204430Review and Compilation ReportsReview Reports on Interim or Pro Forma DataSelected Quarterly Financial DataCompilation Reports4500451045204530Change in AccountantsChange in AccountantsUnusual Issues Involving Changes in AccountantsAdditional Guidance4600 Non-Reliance on Previously Issued Financial Statements or Related AuditReport or Completed Interim Review4610 Non-Reliance on Previously Issued Financial Statements4620 Non-Reliance on Previously Issued Audit Report or Completed Interim Review4630 Other – Prior Disclosures Regarding Disclosure Controls and Procedures4700 “To Be Issued” Accountant’s Reports4710 Contingent Upon Future Event or Transaction4720 Contingent Upon Future Underwriting Agreement48004810482048304840485048604870Other MattersConsents to the Use of Audit ReportsAccountant’s Inability to Reissue ReportsSuccessor Auditor ReportsAccountant’s Refusal to Reissue ReportsIllegal ActsSignaturesSelected Financial DataTOPIC 5:SMALLER REPORTING COMPANIES5100511051205130Definition and EligibilityEligibility as a Smaller Reporting CompanyDeterminationShell Company5200521052205230Other Eligibility IssuesFinancial Statements Required Pursuant to S-X 3-05 or 3-09Business AcquisitionsReverse Acquisitions8
5300 Form and Content Disclosure Required by Regulation S-X are NotApplicable5310 General5320 Pro Forma Information5330 Significant Equity Investees5340 A la Carte Approach to Disclosure5350 Restricted Net AssetsTOPIC 6:FOREIGN PRIVATE ISSUERS & FOREIGN BUSINESSES6000 [Reserved]6100 Definitions and Basic Rules6110 Definitions6120 Basic Rules62006210622062306240625062606270General Financial Statement Requirements for Foreign Private IssuersPeriods for which Financial Statements are RequiredAge of Financial Statements in a Registration StatementUpdating of Financial Statements in Delayed or Continuous OfferingsDue Dates for Annual Reports on Form 20-FChanges in Fiscal Year[Reserved]Capitalization Table6300 IFRS6310 Acceptance of IFRS as Issued by the IASB without Reconciliation to U.S.GAAP6320 Implementation Issues – IFRS Filers6330 Interim Financial Statements Presented by IFRS Filers6340 First-time Adopters of IFRS6345 First-time Adopters that Previously Used U.S. GAAP for the Primary FinancialStatements in SEC Filings6350 IFRS Filers – Financial Statements of Other Entities6360 IFRS Filers – Article 11 Pro Forma Information6400 Requirement for Reconciliation to U.S. GAAP6410 Requirement for Reconciliation6420 Selected Financial Data65006510652065306540Content of Reconciliation to U.S. GAAPItem 17 RequirementsItem 18 RequirementsStatements of Comprehensive IncomeAccommodations Permitted by Form 20-F9
66006610662066306640Selection of a Reporting CurrencyCurrency of MeasurementDisclosures, if the U.S. Dollar is Not the Reporting CurrencyChange in Reporting CurrencyReporting Currency for Domestic Registrants and Non-Foreign Private Issuers6700 Price-Level Adjusted Financial Statements and Effects ofHyperinflationary Environments6710 Requirements6720 Preparation of Price-level Adjusted Financial Statements6800681068206830Foreign Auditor MattersQualifications and IndependenceReportsDisclosure of Change in Accountants and Disagreements6900 [Reserved]TOPIC 7:RELATED PARTY MATTERS7100 [Reserved]7200 Expenses Incurred on Behalf of Registrant7210 Reflecting All Costs of Doing Business7220 Compensation Arrangements73007310732073307340Transfers and Receivables to or from ShareholdersTransfer of Nonmonetary AssetsReceivablesDistributions to or from Major Shareholders Prior to OfferingOffering Proceeds7400741074207430Components of Larger EntitiesFinancial Statement RequirementsStatements of Revenues and Direct ExpensesPro Forma Financial Statement Requirements7500 Compensation Issues7510 Stock Compensation7520 Valuation of Privately-Held-Company Equity Securities Issued asCompensation10
TOPIC 8:81008110812081308140815081608170NON-GAAP MEASURES OF FINANCIAL PERFORMANCE,LIQUIDITY AND NET WORTHUse of Non-GAAP Financial MeasuresApplicable GuidanceDefinition of a Non-GAAP Financial MeasureGeneral Applicability and Requirements of Regulation G and S-K 10(e)General Application of Regulation G and S-K 10 to Foreign Private Issuers[Reserved][Reserved][Reserved]8200 [Reserved]8300831083208330Tangible Book Value per SharePresentation of Net Tangible Book Value per ShareDefinitionStaff PracticeTOPIC 9:MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALPOSITION AND RESULTS OF OPERATIONS (MD&A)9100 MD&A Objectives9110 Overall Objectives92009210922092309240925092609270General RequirementsLiquidity and Capital ResourcesResults of OperationsOff-balance Sheet ArrangementsTabular Disclosure of Contractual ObligationsInterim Period RequirementsSafe Harbor ProvisionsSAB Topic 11M (SAB 74)9300 [Reserved]9400 Foreign Private Issuers9410 Foreign Private Issuers9500 Critical Accounting Estimates9510 Goodwill Impairment9520 Share-based Compensation in IPOs9600 Related Party Transactions9610 Related Party Transactions11
9700 Fair Value Measurements9800981098209830Other ItemsS-X 3-05 and 3-09S-X 3-10 and 3-16Registration and Proxy Statements9900 Additional Guidance9910 Additional Guidance Provided in Respect of MD&ATOPIC 10: EMERGING GROWTH COMPANIES10100 Eligibility10110 Eligibility as an EGC10120 Other Eligibility Issues1020010210102201023010240Scaled Disclosure ProvisionsGeneralFinancial Reporting AccommodationsAccounting Standards Transition Period AccommodationInternal Control Over Financial Reporting [SOX 404] Accommodation10300103101032010330Foreign Private IssuersGeneralNumber of Years Registrant Financial Statements to be Presented under IFRSMulti-Jurisdictional Disclosure System (“MJDS”)TOPIC 11: REPORTING ISSUES RELATED TO ADOPTION OF NEWACCOUNTING STANDARDS11100 New Revenue Standard (FASB ASC Topic 606)11110 Registrant Financial Information11120 Financial Statements of Other Entities and Significance11200 New Leasing Standard (FASB ASC Topic 842)11210 Registrant Financial Information11300 New Disclosures About Short-Duration Contracts For Insurance Entities(FASB ASC Topic 944)11310 Registrant Financial Information12
TOPIC 12: REVERSE ACQUISITIONS AND REVERSERECAPITALIZATIONS12100 g IssuesGeneralForm 8-KChange in AccountantsChange in Fiscal YearAuditor IssuesRegistration and Proxy Statements for Mergers, Acquisitions and SimilarTransactionsTOPIC 13: EFFECTS OF SUBSEQUENT EVENTS ON FINANCIALSTATEMENTS REQUIRED IN FILINGS13100 General13200 Discontinued Operations13300 Changes in Segments13400 Change in the Reporting Entity or a Business Combination Accounted forin a Manner Similar to a Pooling of Interests13500 Stock Splits13600 Measurement Period Adjustments13610 Financial Statement Requirements in Registration Statements Pursuant toRetrospective Adjustments to Provisional Amounts in a Business CombinationTOPIC 14: TENDER OFFERS14100 Regulatory Schemes14200 Documents Filed14300 Cash Offer Financial Statement Requirements14310 Financial Statement Requirements of Schedule TO14320 Financial Statement Requirements of Schedule 13E-313
14400144101442014430Item 1010 of Regulation M-A: Financial StatementsFinancial Information – Item 1010(a)Pro Forma Information – Item 1010(b)Summary Information – Item 1010(c)TOPIC 15: EMPLOYEE STOCK BENEFIT PLANS15100 Filing Requirements of Form S-8 and Form 11-K15110 Employee Benefit Plan a Separate Registrant15120 Financial Statement Requirements15200152101522015230Exchange Act Age of Financial Statements RequirementsGeneral RequirementPlans Subject to ERISAForm 8-K RequirementsTOPIC 16: MULTIJURISDICTIONAL DISCLOSURE SYSTEM16000 General161001611016120161301614016150MJDS Offerings – Eligibility RequirementsRights OfferExchange OfferBusiness CombinationsOfferings of Investment Grade Non-Convertible Debt or Preferred SecuritiesOfferings of Other Securities16200 Registration and Periodic Reporting under the Exchange Act16210 Forms 40-F and 6-K16300 Tender Offers16310 Eligibility Requirements16320 U.S. Ownership Ceiling16400 Canadian Regulation16500 Sarbanes-Oxley16600 Auditor Independence14
EXPLANATION OF FASBFINFPIFRCFRRGAAPGAASIASIASBICFRIFRSIPOJOBS ActLPMD&AMJDSOCAOCCOMAAccounting Standards Executive Committee of the AICPAAcquisitions, Development and ConstructionAmerican Institute of Certified Public AccountantsAccounting Principles Board OpinionAccounting Research BulletinPublic Company Accounting Oversight Board Auditing StandardFASB Accounting Standards CodificationFASB Accounting Standards Codification Master GlossaryAccounting Series ReleaseCodification of Statements on Standards for AttestationEngagementsCodification of Statements on Auditing StandardsDivision of Corporation Finance Compliance and DisclosureInterpretationsCenter for Audit QualityDivision of Corporation Finance, Office of Chief AccountantDivision of Corporation Finance, Office of Chief CounselDivision of Corporation Finance, Office of Mergers and AcquisitionsFASB Concepts StatementCommittee of Sponsoring Organizations of the Treadway CommissionDisclosure Controls and ProceduresSEC’s Electronic Data Gathering, Analysis, and Retrieval systemEmerging Growth CompanyFASB’s Emerging Issue Task Force (by issue #)Earnings Per ShareFinancial Accounting Standards BoardFASB InterpretationForeign Private IssuerCodification of Financial Reporting PoliciesSEC Financial Reporting ReleaseGenerally Accepted Accounting Principles (in the U.S.)Generally Accepted Auditing Standards (in the U.S.)International Accounting StandardsInternational Accounting Standards BoardInternal Control over Financial ReportingInternational Financial Reporting StandardsInitial Public OfferingJumpstart Our Business Startups ActLimited Partner(s)Management’s Discussion and AnalysisMultijurisdictional Disclosure SystemSEC’s Office of the Chief AccountantDivision of Corporation Finance, Office of Chief CounselDivision of Corporation Finance, Office of Mergers and AcquisitionsBack to Table of Contents15
OPEBPCAOBPP&EREITSABSAB TopicSASSECSFASS-KSOPSOXSRCS-TS-XWKSIOther Post Employment BenefitsPublic Company Accounting Oversight BoardProperty, Plant and EquipmentReal Estate Investment TrustStaff Accounting BulletinCodification of Staff Accounting Bulletins (by topic)AICPA Statement of Auditing StandardsU.S. Securities and Exchange CommissionFASB Statements of Financial Accounting StandardsRegulation S-KAICPA Statement of PositionSarbanes-Oxley Act of 2002Smaller Reporting CompanyRegulation S-T (EDGAR)Regulation S-XWell-Known Seasoned IssuerBack to Table of Contents16
TOPIC 1REGISTRANT’S FINANCIAL STATEMENTSThis topic describes the type and age of financial statements and schedules aregistrant (or predecessor of the registrant) must include in registration andproxy statements and periodic reports.1100 FINANCIAL STATEMENTS AND SCHEDULES INREGISTRATION AND PROXY STATEMENTS(Last updated: 9/30/2008)1110Audited Annual Financial Statements1110.1General Requirements for a Domestic Registrant(Last updated: 10/30/2020)Required audited financial statements for a domestic registrant, other than anEGC, in registration or proxy statements. See Topic 10 for EGCs.SmallerReportingCompanies 1Reg. S-X [8-02]Other ReportingCompaniesReg. S-X [3-01, 302, 3-04]Balance Sheet2 fiscal year-ends2 fiscal year-endsStatement ofComprehensiveIncome2 years3 yearsStatement1NotesCan be presented in a singlecontinuous financial statement orin two separate but consecutivefinancial statements, composedof the income statement and aseparate statement ofcomprehensive income [ASC220-10-45-1B]. An entityreporting comprehensive incomein a single continuous statementmust present its components intwo sections, net income andother comprehensive income[ASC 220-10-45-1 and 1A].See Topic 5 for eligibility criteria of Smaller Reporting Companies.Back to Table of Contents17
SmallerReportingCompaniesReg. S-X [8-02]Other ReportingCompaniesReg. S-X [3-01, 302, 3-04]Changes inStockholders’ Equity2 years3 yearsCan be presented in a note to thefinancial statements.Cash Flow2 years3 yearsPresented for same periods asstatement of comprehensiveincome, as required by ASC 23010-15-3.Statement1110.2NotesExceptions and Special Casesa. Unaudited fiscal year-end data may be provided under certaincircumstances. [SAB Topic 1C]b. A statement of comprehensive income may be omitted if income andexpense through the balance sheet date are nominal, but an auditedfootnote should summarize any activity.c. A change in fiscal year requires transition period financial statements.Refer to Section 1360.Back to Table of Contents18
1120Unaudited Interim Period Financial Statements(Last updated: 10/30/2020)Required unaudited interim period financial statements [S-X Articles 3 and 10,or S-X 8-03 for Smaller Reporting Companies] for a domestic registrant to bepresented in registration or proxy statements:StatementBalance SheetPeriods RequiredAs of interim date no more than 134days (for non-accelerated filers, or 129days for accelerated and largeaccelerated filers) before effectivenessor mailing.NotesSee Section 1340 forsummary of acceleratedfiler rule.Statement ofComprehensiveIncomeFor period from the latest fiscal yearend to the interim balance sheet date,and for the corresponding period in theprior fiscal year.Present in a format similarto that described for annualreporting in Section1110.1.Cash FlowSame as statement of comprehensiveincome.Same as statement ofcomprehensive income.Changes inStockholders’EquityFor period from the latest fiscal yearend to the interim balance sheet date.Can be presented in a noteto the financial statements.1130Supplemental Schedules [Article 12]1130.1General RequirementsGenerally required for fiscal years or year-ends as specified by the applicablearticle of Regulation S-X. Registrants can file their Article 12 financialstatement schedules by amendment within 30 days following the due date oftheir Form 10-K [General Instruction A.4 of Form 10-K]. (Last updated:12/31/2010)1130.2ExceptionsNot requireda. for Smaller Reporting Companies.b. in proxy statements, except certain schedules are required forinsurance and real estate companies. [Schedule 14A Item 13Instruction 3]Back to Table of Contents19
1140Proxy Statements1140.1Annual MeetingAn annual report to shareholders containing audited financial statements for themost recently completed year must accompany or precede a proxy statementrelating to an annual meeting at which officers and directors will be elected.1140.2Other SolicitationsFinancial statements may be required where action is taken to authorize, issue,exchange or modify securities, including when the authorization or issuance isin connection with a business combination. However, financial statements arenot required if they would not be material for the exercise of prudent judgmentconcerning the action. Financial statements usually are considered material tothis exercise if the action is the authorization or issuance of a material amountof senior securities or the authorization or issuance of securities related to abusiness combination. [Instructions to Schedule 14A Item 13]1140.3Business Combinations(Last updated: 11/9/2016)The requirement for acquirer and target financial statements in proxy statementsdepends on whose proxies are solicited and the nature of the consideration. SeeSection 10220.7 for the number of years of target financial statements to bepresented when one of the entities is an EGC.SolicitedShareholdersAcquirer onlyConsiderationCash onlyFinancial StatementsFinancial statements of the target are required. 3 years interims if target is Other Reporting Company. 2 years interims if target is Smaller Reporting Company.A non-reporting target may provide only 2 years interims if itwould otherwise meet the definition of a Smaller ReportingCompany.Financial statements of the acquirer are not required in theproxy statement unless they are material to an informed votingdecision (e.g., acquirer financing is not assured) [Instruction2(a) to Item 14 of Schedule 14A], since shareholders arepresumed to have access to information about their company.This presumption is based on the acquirer being current with its1934 Act reports. If otherwise, consult with CF-OCA.Pro forma information is required if it is material to a votingdecision.Back to Table of Contents20
SolicitedShareholdersAcquirer onlyConsiderationExemptsecurities onlyor acombination ofexemptsecurities andcashFinancial StatementsFinancial statements of the target are required. 3 years interims if target is Other Reporting Company. 2 years interims if target is Smaller Reporting Company.A non-reporting target may provide only 2 years interims if itwould otherwise meet the definition of a Smaller ReportingCompany.Financial statements of the acquirer are not required in theproxy statement unless they are material to an informed votingdecision [Instruction 3 to Item 14 of Schedule 14A], sincesecurity holders are presumed to have access to informationabout their company. This presumption is based on the acquirerbeing current with its 1934 Act reports. If otherwise, consultwith CF-OCA.Pro forma information is required if it is material to a votingdecision.Target onlyCash onlyFinancial statements of the target are not required in the proxystatement since security holders are presumed to have access toinformation about their company, unless it is a going privatetransaction. See Instruction 2(b) to Item 14 of Schedule 14A.Financial statements of the acquirer are not required unless theinformation is material to an informed voting decision (e.g.,acquirer financing is not assured). See Instruction 2(a) to Item14 of Schedule 14A. If acquirer financial statements are required, need only 2most recent fiscal years and interim pe
2045 Age of Financial Statements - Basics . 2050 Age of Financial Statements - Interaction of S-X 3-05(b)(4) and Instruction to Item 9.01 of Form 8-K . . 2325 Real Estate Operations - Special Requirements for "Blind Pool" Offerings . 2330 Real Estate Operations - Required Financial Statements .
