SEC Financial Reporting Manual — Division of Corporation Finance
The Financial Reporting Manual has been updated as of December 31,
2022.
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 December 31,
2022. These sections have been marked with the date tag, “Last updated:
12/31/2022,” to identify the changes. Previous updates are marked using
the same convention and represent the last revision to that section. We include
a date tag when the change is significant. Changes that are administrative in
nature (for example, section reference updates or grammatical improvements) are
not marked with a date tag.
Below is a summary of significant changes included in this update. Clicking the
linked section number will direct you to the location of the change in the
document. You may click on the embedded link in the document to return to this
page.
This update does not include changes for the following
rulemakings, Amendments to
Financial Disclosures about Acquired and Disposed
Businesses, Qualifications
of Accountants, and Management’s Discussion and
Analysis, Selected Financial Data, and Supplementary Financial
Information. For questions related to these amendments, please contact
the individual(s) listed on the related rulemaking.
Topic/Section | Comment |
|---|---|
Updated the phone number for contacting CF-OCA staff and provided a link to the
new online submission for financial statement waiver or
substitution requests. | |
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, (the
“March 2020 Amendments”). | |
Revisions to add guidance related to the implementation of Accounting Standards
Update No. 2018-12, Financial Services — Insurance
(Topic 944): Targeted Improvements to the Accounting
for Long-Duration Contracts. | |
Removed information that is no longer applicable due to the passage of time,
such as the adoption of ASC 606. |
Communications With the Division of Corporation Finance's Office of Chief Accountant (CF-OCA)
(Last updated: 12/31/2022)
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 and ask for the appropriate person listed 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
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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 by email. Requests for informal interpretive advice should be submitted by 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, they are not binding due to their informal nature.
-
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 should be submitted by online form or by calling (202) 551-3400.
Table of Contents
Topic 8: Non-GAAP Measures of Financial Performance, Liquidity, and Net Worth
8150 [Reserved]
8160 [Reserved]
8170 [Reserved]
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 |
|
WKSI |
Well-Known Seasoned Issuer |