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