Appendix B — Summary of Scaled Disclosure Requirements Available to SRCs
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 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 |
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
1
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.
2
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.
3
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.
4
See Section 2.5.3
for additional information.
5
See footnote 4.
6
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.
7
See paragraph 5330.2 of the FRM.
8
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.