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Chapter 8 — Reporting Considerations for SEC Registrants

8.5 Pro Forma Financial Information Under Article 11

8.5 Pro Forma Financial Information Under Article 11

The objective of providing pro forma financial information is to enable investors to understand and evaluate the impact of a transaction by showing how that specific transaction (or group of transactions) might have affected the registrant’s historical financial position and results of operations had the transaction occurred at an earlier date. SEC Regulation S-X, Article 11, which establishes the requirements for pro forma information, lists several circumstances in which a registrant may be required to provide pro forma financial information, including when the disposition of a significant portion of a business has occurred or is probable or when other events have occurred for which pro forma information would be material to investors. Pro forma financial information for a significant disposition may be required in a registration statement, proxy statement, or Form 8-K.