Appendix B — Summary of Scaled Disclosure Requirements Available to SRCs

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The tables below summarize certain requirements under Regulations S-K and S-X for SEC registrants and the related SRC scaled disclosures.

Disclosure Requirements Under Regulation S-K

Regulation S-K Item	Summary of Disclosure	SRC Scaled Disclosure	Registrants Other Than SRCs1
Item 101, “Description of Business”	Description of business developments, including principal products and services rendered	SRCs may elect to provide the alternative business disclosure (which may be less detailed) under Item 101(h)	Required
Item 201, “Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters”	A graph depicting share performance over the past five years against market indexes	Not required	Required
Item 302, “Supplementary Financial Information”	Under Item 302(a), if a registrant reports a material retrospective change (or changes) for any of the quarters within the two most recent fiscal years, the registrant must disclose (1) an explanation for the material change(s) and (2) select financial information reflecting such change(s) for the affected quarterly periods, including the fourth quarter.	Not required	Required after an IPO
Item 303, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”	Discussion of results of operations	Discuss prior two years	Discuss prior three years, but may refer to discussion of earliest period in prior filing.
Item 305, “Quantitative and Qualitative Disclosures About Market Risk”	Disclosure of information about market-sensitive instruments and related exposure, including sensitivity analysis	Not required	Required
Item 402, “Executive Compensation”	Number of named executive officers	Three	Five
	Scope of summary compensation table	Two years	Three years
	Compensation discussion and analysis, grants of plan-based awards table, option exercises and stock vested table, pension benefits table, nonqualified deferred compensation table, disclosure of compensation policies and practices related to risk management, pay ratio disclosure	Not required	Required
Item 404, “Transactions With Related Persons, Promoters and Certain Control Persons”	Description of policies/procedures for the review, approval, or ratification of related-party transactions	Not required	Required
Item 407, “Corporate Governance”	Disclosure of audit committee financial expert	Not required in first annual report	Required
	Disclosure of compensation committee interlocks and insider participation	Not required	Required
	Compensation committee report	Not required	Required
Item 503, “Prospectus Summary”	Discussion of the most significant risk factors affecting the company	Not required in Exchange Act filings (e.g., annual or interim reports); required in a registration statement	Required

Financial Statement Requirements Under Regulation S-X

Financial Statement Requirements2	Summary of Disclosure	SRC Scaled Disclosure	Registrants Other Than SRCs
Annual financial statements	Annual audited financial statements	Two years balance sheet, income statement, cash flow, and shareholders’ equity	Three years income statement, cash flow, and shareholders’ equity, two years balance sheet
Footnote and other disclosures	Compliance with presentation and disclosure requirements of Regulation S-X, including, but not limited to, separate disclosure of revenue and costs from products and services and separate presentation of related-party transactions	Generally not required	Required
	Disclosure of accounting policy related to certain derivative instruments (Rule 4-08(n))	Required	Required
	Adoption date for new or revised accounting standards3	Use “Bucket 2”4 adoption dates (i.e., those applicable to nonpublic entities, generally two years after “Bucket 1”5 adoption dates)	Use “Bucket 1” adoption dates (unless the registrant is an EGC that has elected to defer adoption dates for new standards)
	Disclosure of certain information related to guaranteed or collateralized securities (Rule 3-10/13-01 and Rule 3-16/13-02)	Required	Required
	Compliance with auditor independence requirements (Article 2)	Required	Required
	Supplemental financial statement schedules	Not required	Required
Financial information of EMIs	Summarized financial data of the EMI disclosed in the registrant’s financial statements	Required if the EMI exceeds 20 percent significance in both interim and annual periods	Required if the EMI exceeds 20 percent significance at interim periods or 10 percent significance for the annual period6
Financial information of EMIs	Audited historical financial statements of the EMI	Only required if EMI financial statements would be “material to investors”7	Required if the EMI exceeds 20 percent significance8

Footnotes

The disclosures identified in the “Registrants Other Than SRCs” column do not take into account certain scaled disclosure accommodations that may be available to EGCs.

SRCs apply the requirements in Regulation S-X, Article 8, when preparing their financial statements. SRCs typically are not required to apply the disclosure provisions of Regulation S-X in their entirety unless Article 8 indicates otherwise. Registrants other than SRCs should apply Regulation S-X in its entirety, as applicable.

As a result of ASU 2019-10, SRCs can adopt ASU 2016-13 (as amended) and ASU 2017-04 in a manner consistent with private-company adoption dates. In addition, the FASB intends to use the two-bucket framework to stagger effective dates for future major accounting standards.

See Section 2.5.3 for additional information.

See footnote 4.

Regulation S-X, Rule 4-08(g) and Rule 10-01(b)(1), prescribe the annual requirements for summarized financial information and the interim requirements for summarized income statement information, respectively.

See paragraph 5330.2 of the FRM.

Regulation S-X, Rule 3-09, prescribes the annual requirements for financial statements of an EMI. See Deloitte’s Roadmap SEC Reporting Considerations for Equity Method Investees for further guidance on evaluating the significance of EMIs.