SEC Financial Reporting Manual — Division of Corporation Finance
The Financial Reporting Manual has been updated as of June 30, 2025.
Disclaimer: This Manual was originally prepared by the staff of the Division
of Corporation Finance to serve as internal guidance. In 2008, in an effort to
increase transparency of informal staff interpretations, the Division posted a
version of the Manual to its website. Because of its informal nature, the Manual
does not necessarily contain a discussion of all material considerations
necessary to reach an accounting or disclosure conclusion. Such conclusions
about a particular transaction are very fact dependent and require careful
analysis of the transaction and of the relevant authoritative accounting
literature and Commission requirements. The information in this Manual is
non-authoritative. If it conflicts with authoritative or source material, the
authoritative or source material governs. The information presented also may not
reflect the views of other Divisions and Offices at the Commission. The guidance
is not a rule, regulation or statement of the Commission and the Commission has
neither approved nor disapproved this information. The information included in
this Manual may be updated from time to time and positions may change. As a
result, the information in this manual may not be current.
Summary of Changes in Current Update
Sections of the Financial Reporting Manual have been updated as of June 30, 2025.
These sections have been marked with the date tag, “Last
updated: 6/30/2025,” to identify the changes.
Previous updates are marked using a similar convention and
represent the last revision to the respective section(s). We
include/update a date tag when the change is significant.
Changes that are administrative in nature (for example,
section reference updates or grammatical improvements) are
not considered to be significant.
The chart below provides a summary of the significant changes
included in this update. Note that this update does not include changes for the
following rulemakings: Qualifications of Accountants,
Management’s Discussion and Analysis, Selected Financial
Data, and Supplementary Financial Information and
Special Purpose Acquisition Companies, Shell Companies, and
Projections. For questions related to these amendments and
rules, please contact the individual(s) listed within the related
rulemaking.
Topic/Section | Comment |
|---|---|
|
2000, 2305, 2310, 2315, 2320, 2325,
2330, 2335
| Sections and sub-sections have been removed. Relevant content has been updated
and/or reflected within 2900. |
Additional revisions for March 2, 2020 amendments to Rules 3-10 and 3-16 of
Regulation S-X in SEC Release No. 33-10762,
“Financial Disclosures about Guarantors and Issuers
of Guaranteed Securities and Affiliates Whose
Securities Collateralize a Registrant’s
Securities”. | |
Revisions for May 20, 2020 amendments to the S-X Acquisition Rules (S-X 3-05,
S-X 3-14, S-X 8-04, and S-X 8-06) and S-X Article 11
Rules (Pro Forma) in SEC Release No. 33-10786, “Amendments to Financial
Disclosures about Acquired and Disposed
Businesses,” which were effective
January 1, 2021.
Note: There are other sections
throughout the FRM that require revision to reflect
updates made in 2900. These will be included in a future
FRM update. Sub-sections reflect the last updated
dates. |
Communications With the Division of Corporation Finance's Office of Chief Accountant (CF-OCA)
(Last updated: 6/30/2025)
CF-OCA performs the following functions that may result in communications with
companies 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 to omit, or substitute for, required financial statements. Requests for this relief should be submitted via the online form. Call (202) 551-3400 for questions about Rule 3-13 relief requests.
-
Answers interpretive request letters and provides informal interpretive advice about the form and content of financial statements and other financial information required to be included in Commission filings. Requests for interpretive letters should be submitted via the online form. Call (202) 551-3400 for questions related to interpretive letters.
-
Helps identify and explain the applicable rules, regulations, forms, and guidance that affect the form and content of financial statements and other financial information required to be included in Commission filings. Requests for this assistance may be submitted via this separate online form or by calling (202) 551-3400. While the statements made by the staff on the telephone are intended to be helpful to the persons making the inquiries, due to their informal nature they are not binding on the staff, the Division of Corporation Finance or the Commission.
Table of Contents
Topic 9: Management's Discussion and Analysis of Financial Position and Results of Operations (MD&A)
Explanation of Abbreviations
|
AcSEC |
Accounting Standards Executive Committee of the AICPA |
|
ADC |
Acquisitions, Development and Construction |
|
AICPA |
American Institute of Certified Public Accountants |
|
APB |
Accounting Principles Board Opinion |
|
ARB |
Accounting Research Bulletin |
|
AS |
Public Company Accounting Oversight Board Auditing Standard |
ASC | FASB Accounting Standards Codification |
ASC-MG | FASB Accounting Standards Codification Master Glossary |
|
ASR |
Accounting Series Release |
|
AT |
Codification of Statements on Standards for Attestation Engagements |
|
AU |
Codification of Statements on Auditing Standards |
|
C&DI |
Division of Corporation Finance Compliance and Disclosure Interpretations |
CAQ | Center for Audit Quality |
|
CF-OCA |
Division of Corporation Finance, Office of Chief Accountant |
|
CF-OCC |
Division of Corporation Finance, Office of Chief Counsel |
|
CF-OMA |
Division of Corporation Finance, Office of Mergers and Acquisitions |
|
CON |
FASB Concepts Statement |
COSO | Committee of Sponsoring Organizations of the Treadway
Commission |
|
DCP |
Disclosure Controls and Procedures |
|
EDGAR |
SEC's Electronic Data Gathering, Analysis, and Retrieval system |
EGC | Emerging Growth Company |
|
EITF |
FASB's Emerging Issue Task Force (by issue #) |
|
EPS |
Earnings Per Share |
|
FASB |
Financial Accounting Standards Board |
|
FIN |
FASB Interpretation |
|
FPI |
Foreign Private Issuer |
|
FRC |
Codification of Financial Reporting Policies |
|
FRR |
SEC Financial Reporting Release |
|
GAAP |
Generally Accepted Accounting Principles (in the U.S.) |
|
GAAS |
Generally Accepted Auditing Standards (in the U.S.) |
|
IAS |
International Accounting Standards |
|
IASB |
International Accounting Standards Board |
|
ICFR |
Internal Control over Financial Reporting |
|
IFRS |
International Financial Reporting Standards |
|
IPO |
Initial Public Offering |
JOBS Act | Jumpstart Our Business Startups Act |
|
LP |
Limited Partner(s) |
|
MD&A |
Management's Discussion and Analysis |
|
MJDS |
Multijurisdictional Disclosure System |
|
OCA |
SEC's Office of the Chief Accountant |
|
OCC |
Division of Corporation Finance, Office of Chief Counsel |
|
OMA |
Division of Corporation Finance, Office of Mergers and Acquisitions |
OPEB | Other Post Employment Benefits |
|
PCAOB |
Public Company Accounting Oversight Board |
|
PP&E |
Property, Plant and Equipment |
|
REIT |
Real Estate Investment Trust |
|
SAB |
Staff Accounting Bulletin |
|
SAB Topic |
Codification of Staff Accounting Bulletins (by topic) |
|
SAS |
AICPA Statement of Auditing Standards |
|
SEC |
U.S. Securities and Exchange Commission |
|
SFAS |
FASB Statements of Financial Accounting Standards |
|
S-K |
Regulation S-K |
|
SOP |
AICPA Statement of Position |
|
SOX |
Sarbanes-Oxley Act of 2002 |
SRC | Smaller Reporting Company |
|
S-T |
Regulation S-T (EDGAR) |
|
S-X |
Regulation S-X |
|
S-X Acquisition Rules |
S-X 3-05, S-X 3-14, S-X 8-04, and S-X 8-06 |