Chapter 3 — SEC Disclosure Topics 3.1 Management’s Discussion and Analysis 3.1.1 Omitting Discussion of the Earliest Year From MD&A 3.1.2 Results of Operations 3.1.3 Liquidity and Capital Resources 3.1.4 Critical Accounting Estimates 3.1.5 Climate Change 3.1.6 COVID-19 and Impact on MD&A 3.2 SEC Reporting 3.2.1 Use of Private-Company Adoption Dates for Accounting Standards 3.2.2 Significant Business Acquisitions (Regulation S-X, Rule 3-05) 3.2.3 Investments in Equity Method Investees (Regulation S-X, Rules 3-09, 4-08(g), and 10-01(b)(1)) 3.2.4 Restrictions on Dividends (Regulation S-X, Rules 4-08(e), 5-04, and 12-04) 3.2.5 Pro Forma Financial Information (Regulation S-X, Article 11) 3.3 Disclosures About Risk 3.3.1 Risk Factors 3.3.2 Disclosures Related to Complex and Evolving Risks 3.4 Non-GAAP Financial Measures and Key Metrics 3.4.1 Disclosure Requirements Applicable to Domestic Registrants 3.4.2 Undue Prominence 3.4.3 Disclosures About Purpose and Use 3.4.4 Identification and Clear Labeling 3.4.5 Liquidity Versus Performance Measures 3.4.6 Reconciliation 3.4.7 Nature of Adjustments 3.4.8 Income Tax Effects 3.4.9 Certain Financial or Operating Metrics 3.5 Disclosure Controls and Procedures 3.5.1 Inappropriate Conclusion About DC&P 3.5.2 Incomplete, Inconsistent, or Inaccurate Information in Disclosure About DC&P 3.5.3 Conclusion That DC&P Were Effective if a Restatement Is Required, a Material Weakness Exists, or Reports Were Not Filed in a Timely Manner 3.5.4 A Change in the Conclusion That DC&P Were Effective if No Changes to ICFR Were Disclosed 3.6 Internal Control Over Financial Reporting 3.6.1 Evaluation of Severity of Control Deficiencies 3.6.2 Evaluation of Control Deficiencies Related to Immaterial Misstatements 3.6.3 Evaluation of Deficiencies Identified in the Other COSO Components 3.6.4 Disclosure of Material Changes in ICFR 3.6.5 Disclosures About the Impact and Remediation of Material Weaknesses 3.6.6 Conclusion That ICFR Remains Effective After a Restatement 3.6.7 Disclosure of the Framework Used to Evaluate ICFR 3.6.8 Incomplete or Missing ICFR Evaluation 3.7 Executive Compensation and Other Proxy Disclosures 3.7.1 Determining Compensation — Assessment of Performance 3.7.2 Executive Compensation Tables 3.7.3 Executive Agreements 3.7.4 Pay-Versus-Performance Disclosures 3.7.5 Corporate Governance 3.8 Emerging Growth Companies 3.8.1 EGC Status and Elections 3.8.2 Other Considerations 3.9 Other SEC Reporting Matters 3.9.1 Certifications 3.9.2 Use of Experts and Consents 3.9.3 Material Contracts 3.9.4 Disclosures Regarding State Sponsors of Terrorism 3.9.5 Interactive Data — eXtensible Business Reporting Language 3.9.6 Audit Report Requirements 3.9.7 Exclusive Forum Provisions