SEC Financial Reporting Manual — Division of Corporation Finance
The Financial Reporting Manual has been updated as of December 4, 2025, August
22, 2025 and 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 Recent Updates
Sections of the Financial Reporting Manual have been updated as of December 4,
2025, August 22, 2025, and June 30, 2025. These sections
have been marked with a corresponding date tag (e.g.,
“Last updated: 12/4/2025”) 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, terminology
modifications for consistency, or grammatical improvements)
are not considered to be significant.
The charts below provide a summary of the significant changes as
of December 4, 2025, August 22, 2025, and June 30, 2025.
Note that the updates do not include changes for the
following rulemaking: Special Purpose Acquisition
Companies, Shell Companies, and
Projections. For questions related
to these amendments and rules, please contact the
individual(s) listed within the rulemaking.
Updates as of December 4,
2025 (released December 5, 2025)
|
Topic/Section
|
Comment
|
|---|---|
|
1140.5, 1140.7, 1170.2,
5130.3, 8310, 8340, 10110.9, 10120.2, 10220.6,
10220.7, 12220.1, 12250.1, 12260, and 12300
|
Revisions to reflect
SEC Release No.
33-11265,“SpecialPurpose Acquisition Companies,
ShellCompanies, and Projections”
which was effective July 1, 2024.
|
Updates as of August 22, 2025 (released August 28,
2025)
Topic/Section | Comment |
|---|---|
|
1140.8, 2200.2, 2200.5, 2340, 2345, 2360, 5210,
6120.11, 6220.7, 6340.2, 6410.8, 6410.10, 10220.5,
and 12250
|
Additional real estate
related and other miscellaneous revisions to
conform to the 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) from SEC Release No.
33-10786, “Amendments to Financial
Disclosuresabout Acquired and Disposed
Businesses,” which were effective
January 1, 2021.
|
|
4110,4125, 4140, 4210, 4220,4240, 4250, 4310.1,
4310.9,4310.16, 4320.1, 4320.18,4520.5, 4530,
4640,4710, 4810.3, 4810.4, 4830.1and 4830.6
|
Revisions for changes to standards issued by
the PCAOB (including AS 2101, AS 1206, AS 3101 and
AS 3105) and other clarifications related to
independent accountants’ involvement.
|
|
1610,1620, 2705, 4420, 4870,
5350, 6120.12, 6410.2, 6420, 6720.5, 9110, 9200,
9410, 9500, 9510, 9700, 9910, 10220.2 and
13500
|
Revisions for amendments to
S-K 301, S-K 302 and S-K 303 from SEC Release No. 33-10890
“Amendments to Management’s Discussion and
Analysis, Selected Financial Data and
Supplementary Financial
Information,” which were effective
February 10, 2021.
|
|
1360.2, 2935.22, 6120.6, 6220.10, 6320.4,
6810.1, 6830 and 13410.4
|
Other matters
|
Updates as of June 30,
2025 (released July 2, 2025)
|
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 4: Independent Accountants’ Involvement
4240 Critical Audit
Matters
4250 Audit Reports on
Abbreviated Financial Statements
4640 Other – Pro Forma
Financial Information and XBRL
Topic 9: Management's Discussion and Analysis of Financial Position and Results of Operations (MD&A)
Explanation of Abbreviations
|
AB |
Regulation AB |
|
ADC |
Acquisitions, Development and Construction |
|
AICPA |
American Institute of Certified Public Accountants |
|
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 |
|
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 |
|
CF-OCA |
Division of Corporation Finance, Office of Chief Accountant |
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 |
|
EPS |
Earnings Per Share |
|
FASB |
Financial Accounting Standards Board |
|
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 |
|
MD&A |
Management's Discussion and Analysis |
|
MJDS |
Multijurisdictional Disclosure System |
|
OCA |
SEC's Office of the Chief Accountant |
|
PCAOB |
Public Company Accounting Oversight Board |
|
REIT |
Real Estate Investment Trust |
|
SAB |
Staff Accounting Bulletin |
|
SAB Topic |
Codification of Staff Accounting Bulletins (by topic) |
|
SEC |
U.S. Securities and Exchange Commission |
|
SFAS |
FASB Statements of Financial Accounting Standards |
|
S-K |
Regulation S-K |
|
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 |