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U.S. Securities and Exchange Commission


Division of Corporation Finance

Financial Reporting Manual

This Financial Reporting Manual ("Manual") was prepared by the staff of the Division of Corporation Finance. It is designed to be an internal reference document and to provide general guidance only to Division staff. Due to its highly informal nature, it does not necessarily contain a discussion of all material considerations necessary to reach a conclusion. With respect to any conflicts with authoritative or source material, the authoritative or source material governs. This Manual is not intended to, does not, and may not be relied upon to create any rights, substantive or procedural, enforceable at law by any party in any matter civil or criminal. Further, it is not, nor is it intended to be, published views or interpretations of the Division or the Office of the Chief Accountant, such as a Staff Accounting Bulletin. The information presented is not rules, regulations, or statements of the Commission, and the Commission has neither approved nor disapproved this information. The information included in this manual will be updated from time to time and positions may change. As a result, the information in this manual may not be current.

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TABLE OF CONTENTS

EXPLANATION OF ABBREVIATIONS

TOPIC 1: REGISTRANT’S FINANCIAL STATEMENTS
1100Financial Statements and Schedules in Registration and Proxy Statements
1200Age of Financial Statements in Registration or Proxy Statements
1300Periodic Reporting Requirements (Exchange Act Filings)
1400General Considerations (All Filings)
1500Interim Period Reporting Considerations
1600Selected Financial Data
TOPIC 2: OTHER FINANCIAL STATEMENTS REQUIRED
2000Businesses Acquired or to be Acquired
2100Disposition of a Business
2200Financial Statements of Target Companies in Form S-4
2300Real Estate Acquisitions and Properties Securing Mortgages
2400Equity Method Investments, Including Fair Value Option
2500Guarantors of Securities
2600Collateralizations
2700Credit — Third Party Financial Statements
2800Other Financial Statements
TOPIC 3: PRO FORMA FINANCIAL INFORMATION
3100Circumstances Requiring Pro Forma Presentations
3200Preparation Requirements — Form and Content
3300Special Problems and Issues
3400Special Applications
3500Projections and Financial Forecasts
3600Other
TOPIC 4: INDEPENDENT ACCOUNTANTS' INVOLVEMENT
4100Qualifications of Accountants
4200Accountants' Reports
4300Report on Internal Control over Financial Reporting
4400Review and Compilation Reports
4500Change in Accountants
4600Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Review
4700"To Be Issued" Accountant's Reports
4800Other Matters
TOPIC 5: SMALLER REPORTING COMPANIES
5100Definition and Eligibility
5200Other Eligibility Issues
5300Form and Content Disclosure Required by Regulation S-X are Not Applicable
TOPIC 6: FOREIGN PRIVATE ISSUERS & FOREIGN BUSINESSES
6000[Reserved]
6100Definitions and Basic Rules
6200General Financial Statement Requirements for Foreign Private Issuers
6300IFRS
6400Requirement for Reconciliation to U.S. GAAP
6500Content of Reconciliation to U.S. GAAP
6600Selection of a Reporting Currency
6700Price-Level Adjusted Financial Statements and Effects of Hyperinflationary Environments
6800Foreign Auditor Matters
6900[Reserved]
TOPIC 7: RELATED PARTY MATTERS
7100[Reserved]
7200Expenses Incurred on Behalf of Registrant
7300Transfers and Receivables to or from Shareholders
7400Components of Larger Entities
7500Compensation Issues
TOPIC 8: NON-GAAP MEASURES OF FINANCIAL PERFORMANCE, LIQUIDITY AND NET WORTH
8100Use of Non-GAAP Financial Measures
8200Ratio of Earnings to Fixed Charges
8300Tangible Book Value per Share
TOPIC 9: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (MD&A)
9100MD&A Objectives
9200General Requirements
9300[Reserved]
9400Foreign Private Issuers
9500Critical Accounting Estimates
9600Related Party Transactions
9700Fair Value Measurements
9800Other Items
9900Additional Guidance
TOPIC 10: EMERGING GROWTH COMPANIES
10100Eligibility
10200Scaled Disclosure Provisions
10300Foreign Private Issuers
TOPIC 11: [RESERVED]
TOPIC 12: REVERSE ACQUISITIONS AND REVERSE RECAPITALIZATIONS
12100General
12200Reporting Issues
TOPIC 13: EFFECTS OF SUBSEQUENT EVENTS ON FINANCIAL STATEMENTS REQUIRED IN FILINGS
13100General
13200Discontinued Operations
13300Changes in Segments
13400Change in the Reporting Entity or a Business Combination Accounted for in a Manner Similar to a Pooling of Interests
13500Stock Splits
13600Measurement Period Adjustments
TOPIC 14: TENDER OFFERS
14100Regulatory Schemes
14200Documents Filed
14300Cash Offer Financial Statement Requirements
14400Item 1010 of Regulation M-A: Financial Statements
TOPIC 15: EMPLOYEE STOCK BENEFIT PLANS
15100Filing Requirements of Form S-8 and Form 11-K
15200Exchange Act Age of Financial Statements Requirements
TOPIC 16: MULTIJURISDICTIONAL DISCLOSURE SYSTEM
16000General
16100MJDS Offerings — Eligibility Requirements
16200Registration and Periodic Reporting under the Exchange Act
16300Tender Offers
16400Canadian Regulation
16500Sarbanes-Oxley
16600Auditor Independence
INDEX

 

http://www.sec.gov/divisions/corpfin/cffinancialreportingmanual.shtml

Modified: 02/06/2014