[Federal Register Volume 81, Number 150 (Thursday, August 4, 2016)]
[Proposed Rules]
[Pages 51607-51692]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-16964]



[[Page 51607]]

Vol. 81

Thursday,

No. 150

August 4, 2016

Part III





Securities and Exchange Commission





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17 CFR Parts 210, 229, 230, 240, et al.





Disclosure Update and Simplification; Proposed Rule

Federal Register / Vol. 81 , No. 150 / Thursday, August 4, 2016 / 
Proposed Rules

[[Page 51608]]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 210, 229, 230, 239, 240, 249, and 274

[Release No. 33-10110; 34-78310; IC-32175; File No. S7-15-16]
RIN 3235-AL82


Disclosure Update and Simplification

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule.

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SUMMARY: We are proposing amendments to certain of our disclosure 
requirements that may have become redundant, duplicative, overlapping, 
outdated, or superseded, in light of other Commission disclosure 
requirements, U.S. Generally Accepted Accounting Principles (``U.S. 
GAAP''), International Financial Reporting Standards (``IFRS''), or 
changes in the information environment. We are also soliciting comment 
on certain Commission disclosure requirements that overlap with, but 
require information incremental to, U.S. GAAP to determine whether to 
retain, modify, eliminate, or refer them to the Financial Accounting 
Standards Board (``FASB'') for potential incorporation into U.S. GAAP. 
The proposed amendments are intended to facilitate the disclosure of 
information to investors, while simplifying compliance efforts, without 
significantly altering the total mix of information provided to 
investors. These proposals are part of an initiative by the Division of 
Corporation Finance to review disclosure requirements applicable to 
issuers to consider ways to improve the requirements for the benefit of 
investors and issuers. We are also issuing these proposals as part of 
our efforts to implement title LXXII, section 72002(2) of the Fixing 
America's Surface Transportation Act.

DATES: Comments should be received on or before October 3, 2016.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/proposed.shtml); or
     Send an email to [email protected]. Please include 
File Number S7-15-16 on the subject line; or
     Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments.

Paper Comments

     Send paper comments to Brent J. Fields, Secretary, 
Securities and Exchange Commission, 100 F Street NE., Washington, DC 
20549-1090.

All submissions should refer to File Number S7-15-16. This file number 
should be included on the subject line if email is used. To help us 
process and review your comments more efficiently, please use only one 
method. The Commission will post all comments on the Commission's Web 
site (http://www.sec.gov/rules/proposed.shtml). Comments also are 
available for Web site viewing and printing in the Commission's Public 
Reference Room, 100 F Street NE., Washington, DC 20549, on official 
business days between the hours of 10:00 a.m. and 3:00 p.m. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make publicly available.
    Studies, memoranda, or other substantive items may be added by the 
Commission or staff to the comment file during this rulemaking. A 
notification of the inclusion in the comment file of any such materials 
will be made available on the SEC's Web site. To ensure direct 
electronic receipt of such notifications, sign up through the ``Stay 
Connected'' option at www.sec.gov to receive notifications by email.

FOR FURTHER INFORMATION CONTACT: Nili Shah, Deputy Chief Accountant, at 
(202) 551-3255, Division of Corporation Finance; Duc Dang, Senior 
Special Counsel, at (202) 551-3386, Office of the Chief Accountant; 
Matt Giordano, Chief Accountant, at (202) 551-6918, Division of 
Investment Management; Valentina Minak Deng, Special Counsel, at (202) 
551-5778 and Tim White, Special Counsel, at (202) 551-5777, Division of 
Trading and Markets; Harriet Orol, Branch Chief, at (212) 336-0554, 
Office of Credit Ratings; Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549.

SUPPLEMENTARY INFORMATION: The Commission is proposing amendments to, 
or soliciting comment on potential FASB referrals of, Rules 1-02, 2-01, 
2-02, 3-01, 3-02, 3-03, 3-04, 3-05, 3-12, 3-14, 3-15, 3-17, 3-20, 3A-
01, 3A-02, 3A-03, 3A-04, 4-01, 4-07, 4-08, 4-10, 5-02, 5-03, 5-04, 6-
03, 6-04, 6-07, 6-09, 6A-04, 6A-05, 7-02, 7-03, 7-04, 7-05, 8-01, 8-02, 
8-03, 8-04, 8-05, 8-06, 9-03, 9-04, 9-05, 9-06, 10-01, 11-02, 11-03, 
12-16, 12-17, 12-18, 12-28, and 12-29 of Regulation S-X under the 
Securities Act of 1933 (the ``Securities Act'') and the Securities 
Exchange Act of 1934 (the ``Exchange Act''), Items 10, 101, 103, 201, 
302, 303, 503, 512, and 601 of Regulation S-K under the Securities Act 
and the Exchange Act, Item 1010 of Regulation M-A under the Securities 
Act and the Exchange Act, and Item 1118 of Regulation AB under the 
Securities Act and the Exchange Act, Rule 158 of the Securities Act, 
Rules 405 and 436 of Regulation C under the Securities Act, Forms S-1, 
S-3, S-11, S-4, F-1, F-3, F-4, F-6, F-7, F-8, F-10, F-80, SF-1, SF-3, 
1-A, 1-K, and 1-SA under the Securities Act, Rules 3a51-1, 10A-1, 12b-
2, 13a-10, 13b2-2, 14a-101, 15c3-1g, 15d-2, 15d-10, 17a-5, 17a-12, 17g-
3, and 17h-1T of the Exchange Act, Forms 20-F, 40-F, 10-K, 11-K, 10-D, 
and X-17A-5 under the Exchange Act, Forms N-5, N-1A, N-2, N-3, N-4, and 
N-6 under the Securities Act and the Investment Company Act of 1940 
(the ``Investment Company Act''), and Form N-8B-2 under the Investment 
Company Act.

Table of Contents

I. Introduction
    A. Objective
    B. Scope of Proposals
    1. Issuers with Offerings Registered Under the Securities Act 
and Securities Registered Under the Exchange Act
    2. Issuers Offering Securities under Regulation A
    3. Issuers Regulated under the Investment Company Act
    4. Other Entities
    C. FASB-Related Considerations
    1. Role of the FASB
    2. Interaction of Commission Disclosure Requirements and U.S. 
GAAP
    3. Current FASB Projects Concerning the Application of U.S. GAAP
II. Redundant or Duplicative Requirements
    A. Background
    B. Proposed Amendments
    1. Foreign Currency
    2. Consolidation
    3. Obligations
    4. Income Tax Disclosures
    5. Warrants, Rights, and Convertible Instruments
    6. Related Parties
    7. Contingencies
    8. Earnings per Share
    9. Insurance Companies
    10. Bank Holding Companies
    11. Changes in Accounting Principles
    12. Interim Adjustments
    13. Interim Financial Statements--Common Control Transactions
    14. Interim Financial Statements--Dispositions
    15. Report Furnished to Security Holders
    C. Request for Comment
III. Overlapping Requirements
    A. Background
    B. Broad Considerations
    1. Disclosure Location Considerations
    2. Bright Line Disclosure Threshold Considerations
    C. Overlapping Requirements--Proposed Deletions

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    1. REIT Disclosures
    2. Consolidation
    3. Repurchase and Reverse Repurchase Agreements
    4. Derivative Accounting Policies
    5. Distributable Earnings for Registered Investment Companies
    6. Insurance Companies
    7. Interim Financial Statements--Material Events Subsequent to 
the End of the Most Recent Fiscal Year
    8. Interim Financial Statements--Changes in Accounting 
Principles
    9. Interim Financial Statements--Pro Forma Business Combination 
Information
    10. Interim Financial Statements--Dispositions
    11. Segments
    12. Geographic Areas
    13. Seasonality
    14. Research and Development Activities
    15. Warrants, Rights, and Convertible Instruments
    16. Dividends
    17. Equity Compensation Plans
    18. Ratio of Earnings to Fixed Charges
    19. Invitations for Competitive Bids
    20. Request for Comment
    D. Overlapping Requirements--Proposed Integrations
    1. Foreign Currency Restrictions
    2. Restrictions on Dividends and Related Items
    3. Geographic Areas
    4. Request for Comment
    E. Overlapping Requirements--Potential Modifications, 
Eliminations, or FASB Referrals
    1. REIT Disclosures--Tax Status of Distributions
    2. Consolidation
    3. Discount on Shares
    4. Assets Subject to Lien
    5. Obligations
    6. Preferred Shares
    7. Income Tax Disclosures
    8. Related Parties
    9. Repurchase and Reverse Repurchase Agreements
    10. Interim Financial Statements--Computation of Earnings Per 
Share
    11. Interim Financial Statements--Retroactive Prior Period 
Adjustments
    12. Interim Financial Statements--Common Control Transactions
    13. Products and Services
    14. Major Customers
    15. Legal Proceedings
    16. Oil and Gas Producing Activities
    17. Request for Comment
IV. Outdated Requirements
    A. Background
    B. Proposed Amendments
    1. Stale Transition Dates
    2. Income Tax Disclosures
    3. Available Information
    4. Market Price Disclosure
    5. Exchange Rate Data
    6. Foreign Private Issuer Initial Public Offering--Age of 
Financial Statements
    C. Request for Comment
V. Superseded Requirements
    A. Background
    B. Proposed Amendments
    1. Auditing Standards
    2. Statement of Cash Flows
    3. Gain or Loss on Sale of Properties by REITs
    4. Consolidation
    5. Development Stage Entities
    6. Insurance Companies
    7. Bank Holding Companies
    8. Discontinued Operations
    9. Pooling-of-Interests
    10. Statement of Comprehensive Income
    11. Extraordinary Items
    12. Cumulative Effect of Changes in Accounting Principles
    13. Published Report Regarding Matters Submitted to Vote of 
Security Holders
    14. Selected Financial Data for Foreign Private Issuers that 
Report under IFRS
    15. Canadian Regulation A Issuers
    16. Non-Existent or Incorrect References
    C. Request for Comment
VI. General Request for Comment
VII. Economic Analysis
    A. Baseline and Affected Parties
    B. Potential Costs and Benefits
    1. Redundant or Duplicative Requirements
    2. Overlapping Requirements
    3. Outdated Requirements
    4. Superseded Requirements
    C. Anticipated Effects on Efficiency, Competition and Capital 
Formation
    D. Request for Comments
VIII. Paperwork Reduction Act
    A. Background
    B. Summary of the Proposed Amendments' Impacts on Collection of 
Information
    C. Estimate of Burdens
    1. Forms 10, 10-K, 10-Q, 20-F, and 1-SA
    2. Forms S-1, S-3, S-4, S-11, SF-1, SF-3, F-1, F-3, F-4, and 1-A
    D. Request for Comment
IX. Initial Regulatory Flexibility Act Analysis
    A. Reasons for, and Objectives of, the Proposed Action
    B. Legal Basis
    C. Small Entities Subject to the Proposed Amendments
    D. Duplicative, Overlapping, or Conflicting Federal Rules
    E. Reporting, Recordkeeping, and Other Compliance Requirements
    F. Significant Alternatives
    G. Solicitation of Comments
X. Small Business Regulatory Enforcement Fairness Act
XI. Statutory Authority

I. Introduction

A. Objective

    We are proposing amendments to certain of our disclosure 
requirements that may have become redundant, duplicative, overlapping, 
outdated, or superseded, in light of other Commission disclosure 
requirements, U.S. GAAP, IFRS, or changes in the information 
environment. As discussed further below, the proposed amendments are a 
result of the Division of Corporation Finance's Disclosure 
Effectiveness Initiative and part of our efforts to implement title 
LXXII, section 72002(2) of the Fixing America's Surface Transportation 
Act \1\ (the ``FAST Act''). We are also soliciting comment on certain 
Commission disclosure requirements that overlap with, but require 
information incremental to, U.S. GAAP \2\ to determine whether to 
retain, modify, eliminate, or refer them to the FASB for potential 
incorporation into U.S. GAAP.\3\ The proposals are intended to 
facilitate the disclosure of information to investors, while 
simplifying compliance efforts, without significantly altering the 
total mix of information provided to investors.\4\
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    \1\ Public Law 114-94.
    \2\ In this release, we refer to such requirements as 
``incremental'' Commission disclosure requirements.
    \3\ We refer to the proposed amendments and this additional 
comment solicitation collectively as ``proposals.''
    \4\ The Supreme Court in TSC v. Northway held that a fact is 
material if there is ``a substantial likelihood that the disclosure 
of the omitted fact would have been viewed by the reasonable 
investor as having significantly altered the `total mix' of 
information made available.'' See TSC Industries, Inc. v. Northway, 
Inc., 426 U.S. 438 (1976).
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    This release is part of a comprehensive evaluation of the 
Commission's disclosure requirements recommended in the staff's Report 
on Review of Disclosure Requirements in Regulation S-K (``S-K 
Study''),\5\ which was mandated by section 108 of the Jumpstart Our 
Business Startups Act.\6\ Based on the S-K Study's recommendation and 
at the request of the Commission Chair, the Commission staff initiated 
a comprehensive evaluation of the type of information our rules require 
issuers to disclose, how this information is presented, where and how 
this information is disclosed, and how we can better leverage 
technology as part of these efforts (``Disclosure Effectiveness 
Initiative''). The overall objective of the Disclosure Effectiveness 
Initiative is to improve our disclosure regime for both investors and 
issuers. This initiative

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may result in the addition,\7\ revision,\8\ or elimination \9\ of 
certain disclosure requirements and seeks input on how potential 
changes might affect investors, issuers, efficiency, competition, and 
capital formation.
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    \5\ Report on Review of Disclosure Requirements in Regulation S-
K (Dec. 2013), available at http://www.sec.gov/news/studies/2013/reg-sk-disclosure-requirements-review.pdf. Comment letters are 
available at http://www.sec.gov/comments/jobs-title-i/reviewreg-sk/reviewreg-sk.shtml.
    \6\ Jumpstart Our Business Startups Act, Public Law 112-106, 126 
Stat. 306 (2012).
    \7\ For example, in this release, we propose to require 
disclosure of changes in stockholders' equity and dividends per 
share for each class of shares, rather than only for common stock in 
interim periods (please refer to sections III.C.16 and V.B.5), an 
issuer's Web site address (please refer to section IV.B.3), and the 
ticker symbol of their common equity that is publicly traded (please 
refer to section IV.B.4). We also propose to change the threshold at 
which disclosures on dividend restrictions are provided in the 
audited financial statements, which may result in additional 
disclosures subject to audit, internal control over financial 
reporting, and XBRL tagging (please refer to section III.D.2).
    \8\ For example, in this release, please refer to our proposals 
in section III.D. on overlapping requirements proposed for 
integration, section IV on outdated requirements, and section V on 
superseded requirements.
    \9\ For example, in this release, please refer to our proposals 
in section II on redundant or duplicative requirements, section 
III.C on overlapping requirements proposed for deletion, section IV 
on outdated requirements, and section V on superseded requirements.
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    In connection with the Disclosure Effectiveness Initiative, the 
Commission staff requested public input.\10\ In a separate concept 
release,\11\ we are seeking public comment on modernizing certain 
business and financial disclosure requirements in Regulation S-K. We 
have also separately requested comment \12\ on the financial disclosure 
requirements in Regulation S-X for certain entities other than the 
issuer. In addition, we have requested comment on the proposed rules to 
modernize the disclosure requirements for mining properties.\13\
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    \10\ See Request for Public Comment at http://www.sec.gov/spotlight/disclosure-effectiveness.shtml and comment letters at 
http://www.sec.gov/comments/disclosure-effectiveness/disclosureeffectiveness.shtml.
    \11\ Business and Financial Disclosure Required by Regulation S-
K, Release No. 33-10064 (Apr. 13, 2016) [81 FR 23915] (``S-K Concept 
Release''). See comment letters at http://www.sec.gov/comments/s7-06-16/s70616.htm.
    \12\ Request for Comment on the Effectiveness of Financial 
Disclosures About Entities Other than the Registrant, Release No. 
33-9929 (Sept. 25, 2015) [80 FR 59083] (``Regulation S-X Request for 
Comment''). See comment letters at http://www.sec.gov/comments/s7-20-15/s72015.shtml.
    \13\ Modernization of Property Disclosures for Mining 
Registrants, Release No. 33-10098 (June 16, 2016) [81 FR 41651].
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    We are also issuing this release as part of our effort to implement 
title LXXII, section 72002(2) of the FAST Act, which, among other 
things, requires the Commission to eliminate provisions of Regulation 
S-K that are duplicative, overlapping, outdated, or unnecessary.

B. Scope of Proposals

    The proposals, if adopted, would affect a variety of entities we 
regulate in different ways, as discussed below. For ease of discussion, 
throughout this release, we refer to the affected entities as issuers. 
The requirements under discussion may apply to entities other than 
issuers or to subsets of issuers and, thus, should be referenced for 
their specific scope. Entities other than issuers include significant 
acquirees for which financial statements are required under Rule 3-05 
of Regulation S-X,\14\ significant equity method investments for which 
financial statements are required under Rule 3-09 of Regulation S-
X,\15\ broker-dealers, and nationally recognized statistical rating 
organizations (``NRSROs'').
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    \14\ 17 CFR 210.3-05.
    \15\ 17 CFR 210.3-09.
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1. Issuers With Offerings Registered Under the Securities Act and 
Securities Registered Under the Exchange Act
    Because the proposals affect issuers filing forms prescribed under 
the Securities Act and the Exchange Act differently, our discussion is 
tailored accordingly. Our references to domestic issuers encompass 
large accelerated filers,\16\ accelerated filers,\17\ and non-
accelerated filers,\18\ as well as emerging growth companies \19\ 
(``EGCs'') and smaller reporting companies \20\ (``SRCs''). In this 
release, we have highlighted the Commission disclosure requirements 
that affect SRCs differently from non-SRCs. Our references to foreign 
private issuers \21\ encompass large accelerated filers, accelerated 
filers, and non-accelerated filers, as well as EGCs.\22\ More 
specifically:
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    \16\ Under Exchange Act Rule 12b-2 [17 CFR 240.12b-2], a large 
accelerated filer is an issuer with an aggregate worldwide market 
value of voting and non-voting common equity held by its non-
affiliates of $700 million or more, as of the last business day of 
its most recently completed second fiscal quarter. In addition, the 
issuer needs to have been subject to reporting requirements for at 
least twelve calendar months, have filed at least one annual report, 
and not be eligible to use the requirements for smaller reporting 
companies for its annual and quarterly reports.
    \17\ Under Exchange Act Rule 12b-2, an accelerated filer is an 
issuer with an aggregate worldwide market value of voting and non-
voting common equity held by its non-affiliates of $75 million or 
more, but less than $700 million, as of the last business day of its 
most recently completed second fiscal quarter. In addition, the 
issuer needs to have been subject to reporting requirements for at 
least twelve calendar months, have filed at least one annual report, 
and not be eligible to use the requirements for smaller reporting 
companies for its annual and quarterly reports.
    \18\ Although the term ``non-accelerated filer'' is not defined 
in Commission rules, we use it throughout this release to refer to a 
reporting company that does not meet the definition of either an 
``accelerated filer'' or a ``large accelerated filer'' under 
Exchange Act Rule 12b-2.
    \19\ An EGC is defined in section 2(a)(19) of the Securities Act 
[15 U.S.C. 77b(a)(19)] and section 3(a)(80) of the Exchange Act [15 
U.S.C. 78c(a)(80)] to mean an issuer with less than $1 billion in 
total annual gross revenues during its most recently completed 
fiscal year. If an issuer qualifies as an EGC on the first day of 
its fiscal year, it maintains that status until the earliest of (1) 
the last day of the fiscal year of the issuer during which it has 
total annual gross revenues of $1 billion or more; (2) the last day 
of its fiscal year following the fifth anniversary of the first sale 
of its common equity securities pursuant to an effective 
registration statement; (3) the date on which the issuer has, during 
the previous 3-year period, issued more than $1 billion in non-
convertible debt; or (4) the date on which the issuer is deemed to 
be a ``large accelerated filer'' (as defined in Exchange Act Rule 
12b-2).
    \20\ SRC is defined to mean an issuer that had a public float of 
less than $75 million as of the last business day of its most 
recently completed second fiscal quarter or had annual revenues of 
less than $50 million during the most recently completed fiscal year 
for which audited financial statements are available. See Rule 405 
of Regulation C [17 CFR 230.405], Rule 12b-2 of the Exchange Act, 
and Item 10(f) of Regulation S-K [17 CFR 229.10(f)].
    The Commission has proposed to amend this definition. Under the 
proposed amendments, the $75 million public float threshold would be 
increased to $250 million and the $50 million revenue threshold 
would be increased to $100 million. See Amendments to Smaller 
Reporting Company Definition, Release No. 33-10107 (Jun. 27, 2016) 
[81 FR 43130].
    \21\ See Rule 405 of Regulation C and Exchange Act Rule 3b-4(c) 
[17 CFR 240.3b-4(c)]. A foreign private issuer is any foreign issuer 
other than a foreign government, except for an issuer that has more 
than 50 percent of its outstanding voting securities held of record 
by U.S. residents and any of the following: A majority of its 
officers or directors are citizens or residents of the United 
States; more than 50 percent of its assets are located in the United 
States; or its business is principally administered in the United 
States.
    \22\ Foreign private issuers may only use the scaled rules 
available to SRCs if they file on domestic forms under U.S. GAAP. 
See Rule 8-01 of Regulation S-X [17 CFR 210.8-01]. The proposals 
affect these SRCs in the same ways as domestic SRC issuers.
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     Proposals involving Regulation S-K relate only to domestic 
issuers \23\ and foreign private issuers that elect to file on forms 
used by domestic issuers.
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    \23\ Domestic issuers include foreign issuers that do not meet 
the definition of foreign private issuer.
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     Proposals involving Regulation S-X generally relate only 
to domestic issuers and foreign private issuers that report under U.S. 
GAAP or a comprehensive body of accounting principles other than U.S. 
GAAP or IFRS as issued by the International Accounting Standards Board 
(``IASB'') \24\ with a reconciliation to U.S. GAAP.\25\
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    \24\ Throughout this release, we refer to a comprehensive body 
of accounting principles other than U.S. GAAP or IFRS as ``Another 
Comprehensive Body of Accounting Principles.''
    \25\ Foreign private issuers that report under IFRS must comply 
with the IFRS requirements for the form and content of financial 
statements, rather than with the specific presentation and 
disclosure provisions in Articles 3A, 4, 5, 6, 6A, 7, 8, 9, 10, and 
certain parts of Article 3 of Regulation S-X. Where a proposal on 
Regulation S-X also affects foreign private issuers that report 
under IFRS, we discuss both U.S. GAAP and IFRS.
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     Proposals involving Commission forms relate to either 
domestic issuers or

[[Page 51611]]

foreign private issuers, depending on the form under discussion. For 
example, proposed amendments to the ``F'' series of forms \26\ only 
affect foreign private issuers. Because foreign private issuers may 
report under U.S. GAAP, Another Comprehensive Body of Accounting 
Principles with a reconciliation to U.S. GAAP, or IFRS, discussion of 
proposals involving F-forms includes consideration of both U.S. GAAP 
and IFRS, where applicable.
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    \26\ For example, these forms include Forms F-1 [17 CFR 239.31], 
F-3 [17 CFR 239.33], F-4 [17 CFR 239.34], and 20-F [17 CFR 
249.220f].
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    Some of the proposals also affect asset-backed issuers.\27\
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    \27\ ``Asset-backed issuer'' is defined in Item 1101(b) of 
Regulation AB [17 CFR 229.1101(b)]. See the proposals regarding: (1) 
Invitations for competitive bids discussed in section III.C.19, (2) 
available information discussed in section IV.B.3, (3) matters 
submitted to a vote of security holders discussed in section V.B.15, 
and (4) incorrect references in General Instruction J(1)(e) to Form 
10-K discussed in section V.B.18.
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2. Issuers Offering Securities Under Regulation A
    Some of our proposals affect Regulation A issuers, as follows: \28\
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    \28\ See Rules 251-263 of Regulation A [17 CFR 230.251-230.263]. 
A Tier 1 offering under Regulation A limits the sum of the aggregate 
offering price and the aggregate sales within 12 months before the 
start of the offering to $20 million. Rule 251(a)(1) of Regulation 
A. A Tier 1 offering also limits sales by affiliated selling 
security holders to $6 million. A Tier 2 offering under Regulation A 
limits the sum of the aggregate offering price and the aggregate 
sales to $50 million and limits the amount offered by affiliated 
selling security holders to $15 million. Rule 251(a)(2) of 
Regulation A.
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     Proposals involving Regulation S-K would affect Regulation 
A issuers that provide narrative disclosure that follows Part I of Form 
S-1 \29\ or Part I of Form S-11 \30\ in Part II of Form 1-A.\31\
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    \29\ 17 CFR 239.11.
    \30\ 17 CFR 239.18.
    \31\ 17 CFR 239.90.
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     Proposals involving Rule 4-10,\32\ Rule 8-04,\33\ Rule 8-
05,\34\ and Rule 8-06 \35\ of Regulation S-X would affect all 
Regulation A issuers. Proposals involving Rule 8-03(a) \36\ of 
Regulation S-X would affect all Regulation A issuers that report under 
U.S. GAAP. Proposals involving the remaining rules in Article 8 of 
Regulation S-X would affect only Regulation A issuers in a Tier 2 
offering that report under U.S. GAAP. No other proposals involving 
Regulation S-X would affect Regulation A issuers.
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    \32\ 17 CFR 210.4-10.
    \33\ 17 CFR 210.8-04.
    \34\ 17 CFR 210.8-05.
    \35\ 17 CFR 210.8-06.
    \36\ 17 CFR 210.8-03(a).
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     Proposals involving Regulation A forms may affect issuers 
that report under U.S. GAAP or Canadian issuers that report under 
IFRS.\37\ For this reason, discussion of proposals affecting these 
forms includes consideration of both U.S. GAAP and IFRS, where 
applicable.
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    \37\ Only U.S. and Canadian issuers may rely on Regulation A and 
use Form 1-A. See Rule 251(b)(1) of Regulation A [17 CFR 
230.251(b)(1)]. U.S. issuers must report under U.S. GAAP. Canadian 
issuers may report under U.S. GAAP or IFRS. See paragraph (a)(2) of 
Part F/S of Form 1-A [17 CFR 239.90], Item 7(b) of Form 1-K [17 CFR 
239.91], and Item 3 of Form 1-SA [17 CFR 239.92].
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    In this release, we have highlighted the Commission disclosure 
requirements that affect Regulation A issuers.\38\
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    \38\ Statements about the effect of a proposal on Regulation A 
issuers throughout this release reflect that the form and content 
requirements in Regulation S-X do not apply to Canadian Regulation A 
issuers that report under IFRS. Please refer to section V.B.17.
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    We are also soliciting comment on certain Commission disclosure 
requirements that overlap with, but require information incremental to, 
U.S. GAAP. As discussed in section III.E, we are not proposing 
amendments to this category of disclosure requirements in this release. 
Rather, the comments received in response to this release may inform 
both potential future Commission rulemaking and FASB standard-setting 
activities. One potential outcome of this feedback is a referral of 
these incremental requirements to the FASB for potential incorporation 
into U.S. GAAP.\39\ A referral alone would have no effect on issuers. 
Any changes to U.S. GAAP that may result from such a referral would be 
subject to FASB's standard-setting process, as discussed below, and 
would potentially affect all entities that report under U.S. GAAP, 
including crowdfunding issuers and those outside the scope of our 
regulatory authority.
---------------------------------------------------------------------------

    \39\ The IASB, which is subject to oversight by the IFRS 
Foundation, is responsible for IFRS and establishes its own 
standard-setting agenda. For further information, see http://www.ifrs.org/About-us/Pages/IFRS-Foundation-and-IASB.aspx.
---------------------------------------------------------------------------

3. Issuers Regulated Under the Investment Company Act
    Certain proposals affect requirements applicable to issuers 
regulated under the Investment Company Act, as follows:
     Proposals involving Regulation S-K would affect business 
development companies to which the regulation applies.
     Proposals involving Regulation S-X would affect investment 
companies to which the regulation applies.
     Proposals involving Investment Company Act forms may 
affect investment companies, depending on the form in question.
4. Other Entities
    Certain proposals also affect requirements applicable to registered 
broker-dealers, investment advisors, and NRSROs.

C. FASB-Related Considerations

1. Role of the FASB
    The federal securities laws set forth the Commission's broad 
authority and responsibility to prescribe the methods to be followed in 
the preparation of accounts and the form and content of financial 
statements to be filed under those laws,\40\ as well as its 
responsibility to ensure that investors are furnished with other 
information necessary for investment decisions.\41\ To assist it in 
meeting this responsibility, the Commission historically has looked to 
private-sector standard-setting bodies designated by the accounting 
profession to develop accounting principles and standards.\42\ At the 
time of the FASB's formation in 1973, the Commission reexamined its 
policy and formally recognized pronouncements of the FASB that 
establish and amend accounting principles and standards as 
``authoritative'' in the absence of any contrary determination by the 
Commission.\43\ The Commission concluded at that time that the 
expertise and resources that the private sector could offer to the 
process of setting accounting standards would be beneficial to 
investors.
---------------------------------------------------------------------------

    \40\ See, e.g., sections 7 [15 U.S.C. 77g], 19(a) [15 U.S.C. 
77s(a)] and Schedule A, Items (25) and (26) of the Securities Act 
[15 U.S.C. 77aa(25) and (26)]; sections 3(b) [15 U.S.C. 78c(b)], 
12(b) [17 CFR 78l(b)] and 13(b) [17 CFR 78m(b)] of the Exchange Act; 
and sections 8 [15 U.S.C. 80a-8], 30(e) [15 U.S.C. 80a-29(e)], 31 
[15 U.S.C. 80a-30], and 38(a) [15 U.S.C. 80a-37(a)] of the 
Investment Company Act.
    \41\ See Policy Statement: Reaffirming the Status of the FASB as 
a Designated Private-Sector Standard Setter, Release No. 33-8221 
(Apr. 25, 2003) [68 FR 23333], available at http://www.sec.gov/rules/policy/33-8221.htm (``2003 FASB Policy Statement'').
    \42\ Id.
    \43\ See Accounting Series Release No. 150 (Dec. 20, 1973).
---------------------------------------------------------------------------

    The Sarbanes-Oxley Act of 2002 \44\ (``Sarbanes-Oxley Act'') 
established criteria that must be met in order for the work product of 
an accounting standard-setting body to be recognized as ``generally 
accepted.'' \45\ In accordance with these criteria, the Commission has 
designated the FASB as the private-sector accounting standard setter 
for U.S. financial reporting

[[Page 51612]]

purposes.\46\ As required under the securities laws, including the 
Sarbanes-Oxley Act, the Commission monitors the FASB's ongoing 
compliance with the expectations and views expressed in the 2003 FASB 
Policy Statement.
---------------------------------------------------------------------------

    \44\ Pub. L. 107-204, 116 Stat. 745 (2002)
    \45\ See section 19 of the Securities Act [15 U.S.C. 77s].
    \46\ Section 108 of the Sarbanes-Oxley Act amended section 19 of 
the Securities Act to provide that the Commission ``may recognize, 
as `generally accepted' for purposes of the securities laws, any 
accounting principles established by a standard setting body that 
met certain criteria.'' The Commission has determined that the FASB 
satisfies the criteria in section 19 and, accordingly, the FASB's 
financial accounting and reporting standards are recognized as 
``generally accepted'' for purposes of the federal securities laws. 
See 2003 FASB Policy Statement.
---------------------------------------------------------------------------

    As the designated private-sector accounting standard setter in the 
United States, the FASB seeks to undertake a transparent, public 
standard-setting process.\47\
---------------------------------------------------------------------------

    \47\ See http://www.fasb.org/jsp/FASB/Page/SectionPage&cid=1351027215692. See also pages 2 and 5 of the FASB 
Rules of Procedures, available at http://www.fasb.org/cs/ContentServer?c=Document_C&pagename=FASB%2FDocument_C%2FDocumentPage&cid=1176162391050.
---------------------------------------------------------------------------

2. Interaction of Commission Disclosure Requirements and U.S. GAAP
    Although the FASB functions as the designated private-sector 
accounting standard setter in the United States, some Commission rules 
contain accounting and disclosure requirements. In some cases, these 
Commission requirements mandate disclosures which the FASB later added 
to U.S. GAAP.\48\ Other Commission disclosure requirements include 
concepts that have been superseded by U.S. GAAP.\49\ From time to time, 
the Commission has reviewed and amended its disclosure requirements to 
eliminate rules that became redundant, duplicative, or overlapping as 
the FASB updated U.S. GAAP.\50\ In keeping with this historical 
practice, many of the proposed amendments revise or eliminate 
Commission disclosure requirements related to information that is 
addressed by more recently updated U.S. GAAP requirements.
---------------------------------------------------------------------------

    \48\ See, e.g., Rule 4-08(h) of Regulation S-X [17 CFR 210.4-
08(h)], parts of which were subsequently incorporated into U.S. 
GAAP.
    \49\ See, e.g., Rule 10-01(a)(7) of Regulation S-X [17 CFR 
210.10-01(a)(7)], which refers to the disclosures required by ASC 
915 on development stage entities, which the FASB has since 
eliminated.
    \50\ See, e.g., General Revision of Regulation S-X, Release No. 
33-6233 (Sept. 2, 1980) [45 FR 63660], Phase One Recommendations of 
Task Force on Disclosure Simplification Release No. 33-7300 (May 31, 
1996) [61 FR 30397], and Technical Amendments to Rules, Forms, 
Schedules, and Codification of Financial Reporting Policies, Release 
No. 33-9026, (Apr. 15, 2009) [74 FR 18612].
---------------------------------------------------------------------------

    In addition, a number of Commission disclosure requirements are 
related, but require information that is incremental, to U.S. GAAP. In 
this release, we solicit comment on certain of those incremental 
Commission disclosure requirements to determine whether to retain, 
modify, eliminate, or refer them to the FASB for potential 
incorporation into U.S. GAAP.\51\ The comments received in response to 
this release may inform both potential future Commission rulemaking and 
FASB standard-setting activities. Future amendments to these Commission 
disclosure requirements may depend on the outcome of any FASB's 
standard-setting activities to address the disclosure requirements. Our 
staff has discussed these requirements with the FASB staff.
---------------------------------------------------------------------------

    \51\ The incorporation of incremental Commission disclosure 
requirements into U.S. GAAP may streamline disclosures for investors 
and simplify requirements for issuers.
---------------------------------------------------------------------------

3. Current FASB Projects Concerning the Application of U.S. GAAP
    The FASB maintains U.S. GAAP by updating it from time to time 
through its standard-setting projects. Among a number of projects on 
the FASB's agenda, there are two current standard-setting projects that 
we invite commenters to consider when evaluating the proposals and 
providing feedback.\52\ In one project,\53\ the FASB has proposed 
amendments, which, among other things,\54\ would clarify that with 
respect to disclosures in the notes to the financial statements an 
omission of immaterial information is not an accounting error.\55\
---------------------------------------------------------------------------

    \52\ The FASB also has other standard-setting projects underway 
that may affect specific topics within this release. Those projects 
are identified in the discussion of the specific topics they affect.
    \53\ FASB Exposure Draft, Notes to Financial Statements (Topic 
235): Assessing Whether Disclosures Are Material (Sept. 24, 2015), 
available at: http://www.fasb.org/jsp/FASB/Document_C/DocumentPage?cid=1176166402325&acceptedDisclaimer=true.
    \54\ Among the other proposed amendments is an amendment related 
to the legal concept of materiality. Commenters have expressed a 
range of views on the proposed amendments and their potential impact 
on the volume of financial disclosures. The comment letters are 
available at: http://www.fasb.org/jsp/FASB/CommentLetter_C/CommentLetterPage&cid=1218220137090&project_id=2015-310.
    \55\ In 2014, the IASB amended IFRS to clarify that an entity 
does not have to disclose information required by IFRS if that 
information would not be material. See Disclosure Initiative 
(Amendments to IAS 1).
---------------------------------------------------------------------------

    In the other project, the FASB is addressing disclosures in interim 
reports. The FASB has reached a tentative decision that disclosures 
about matters required to be provided in annual financial statements 
should be updated in the interim report if there is a substantial 
likelihood that the updated information would be viewed by a reasonable 
investor as significantly altering the total mix of information 
available to the investor.\56\
---------------------------------------------------------------------------

    \56\ See Minutes from FASB Board Meeting (May 29, 2014), 
available at: http://www.fasb.org/jsp/FASB/FASBContent_C/ProjectUpdatePage&cid=1176164227056.
---------------------------------------------------------------------------

    Both projects are subject to further stakeholder comment and FASB 
deliberation. If we ultimately decide to eliminate or revise certain of 
our disclosure requirements on the basis that U.S. GAAP requires the 
same or similar disclosure, these projects, if finalized, may impact 
certain disclosures currently provided under Commission disclosure 
requirements that we propose to eliminate or amend. In particular, for 
information currently provided under Commission rules that do not 
contain a specified disclosure threshold, investors may receive less 
information if such information is only required by U.S. GAAP and the 
issuer determines that the information is not material. Throughout this 
release, we identify those Commission disclosure requirements that 
contemplate a disclosure threshold in some manner, for example, through 
the use of terms such as ``material'' or ``significant'' or through the 
use of bright line disclosure thresholds.
Request for Comment
    1. Would the FASB's projects discussed above affect our: (1) 
Proposed amendments to eliminate certain Commission disclosure 
requirements due to a U.S. GAAP requirement or (2) potential referrals 
to the FASB of certain Commission disclosure requirements? If so, how?
    2. Would the information provided to investors in the notes to the 
financial statements change if the source of the disclosure requirement 
(i.e., Commission rule or U.S. GAAP) changed? If so, how and why?
    3. Do the other proposed amendments within the FASB Exposure Draft 
related to notes to the financial statements \57\ impact the proposals 
made in this release? If so, how?
---------------------------------------------------------------------------

    \57\ See supra note 53 and 54.
---------------------------------------------------------------------------

II. Redundant or Duplicative Requirements

A. Background
    In reviewing our disclosure requirements, we have preliminarily 
identified a number of requirements that require substantially the same 
disclosures as U.S. GAAP, IFRS, or other Commission disclosure 
requirements. We propose to eliminate these redundant or duplicative 
Commission disclosure requirements to

[[Page 51613]]

simplify issuer compliance efforts while providing substantially the 
same information to investors.\58\
---------------------------------------------------------------------------

    \58\ Some proposed amendments, however, may be affected by 
certain FASB projects, as discussed in section I.C.3.
---------------------------------------------------------------------------

    The table in section II.B below describes each redundant or 
duplicative requirement that we propose to eliminate and identifies the 
corresponding U.S. GAAP, IFRS, or Commission disclosure requirement 
that requires substantially the same information.

B. Proposed Amendments
---------------------------------------------------------------------------

    \59\ Where a Commission disclosure requirement proposed for 
elimination does not apply to foreign private issuers that report 
under IFRS, the proposed change would not result in a change to the 
requirements for foreign private issuers and we do not identify a 
corresponding IFRS requirement. See supra note 25.
    \60\ 17 CFR 210.3-20(d).
    \61\ 17 CFR 249.220f.
    \62\ Please refer to the related discussions in sections 
III.C.2, III.E.2, and V.B.4.
    \63\ 17 CFR 210.4.08(a).
    \64\ 17 CFR 210.3A-01 through 210.3A-04.
    \65\ 17 CFR 210.3A-01.
    \66\ 17 CFR 210.3A-02(b)(1).
    \67\ ASC 810-10-45-12 uses the phrase ``about three months.''
    \68\ 17 CFR 210.3A-02(d).
    \69\ Rule 3A-02(d) requires due consideration of the propriety 
of consolidation in the presence of political, economic, or currency 
restrictions. ASC 810-10-15-10 states that subsidiaries shall not be 
consolidated in the presence of foreign exchange restrictions, 
controls, or other governmentally imposed uncertainties so severe 
that they cast significant doubt on the parent's ability to control 
the subsidiary.
    \70\ 17 CFR 210.3A-02.
    \71\ 17 CFR 210.3A-03(a).
    \72\ Rule 3A-02 states that the accounting policy disclosure 
should also include the circumstances associated with any departure 
from the normal practice of consolidating majority owned 
subsidiaries and not consolidating entities that are not majority 
owned. ASC 235-10-50-1 states that the accounting disclosure shall 
encompass important judgments about the appropriateness of 
accounting principles and unusual or innovative applications of U.S. 
GAAP.
    \73\ 17 CFR 210.3A-04.
    \74\ Please refer to the related discussion in section III.E.5.
    \75\ 17 CFR 210.4-08(f).
    \76\ ASC 855-10-50-2 requires disclosure of events subsequent to 
the balance sheet date that are of such a nature that non-disclosure 
would render the financial statements misleading. ASC 855-10-55-55-
2a provides that the sale of a bond subsequent to the balance sheet 
date is an example of such a subsequent event.
    \77\ Please refer to the related discussions in sections III.E.7 
and IV.B.2.
    \78\ 17 CFR 210.4-08(h)(2).

------------------------------------------------------------------------
                                 Description of      Corresponding U.S.
    Commission disclosure          Commission        GAAP, IFRS,\59\ or
  requirement proposed for         disclosure            Commission
         elimination          requirement proposed       disclosure
                                 for elimination         requirement
------------------------------------------------------------------------
                           1. Foreign Currency
------------------------------------------------------------------------
Third sentence of Rule 3-     Defines: (1) The      Accounting Standards
 20(d) of Regulation S-X.      currency of an        Codification
 \60\                          operation's primary   (``ASC'') 830-10-45-
                               economic              2, ASC 830-10-45-
                               environment and (2)   12, and ASC 830-10-
                               a hyperinflationary   55-10.
                               environment.
Last sentence of Rule 3-      States that foreign   Item 17(c)(2) of
 20(d) of Regulation S-X.      private issuers       Form 20-F. Also
                               must comply with      Item 4 of Form F-1,
                               Item 17(c)(2) of      General
                               Form 20-F,\61\        Instructions I.B of
                               which requires        Form F-3, and Items
                               disclosure and        11, 12, and 13 of
                               quantification of     Form F-4, which
                               departures from the   indirectly refer to
                               methodology of this   Item 17 of Form 20-
                               rule if their         F.
                               financial
                               statements are
                               prepared on a basis
                               other than U.S.
                               GAAP or IFRS.
------------------------------------------------------------------------
                          2. Consolidation \62\
------------------------------------------------------------------------
Rule 4-08(a) of Regulation S- Requires compliance   Article 3A \64\
 X \63\.                       with Article 3A.      itself requires
                                                     compliance. The
                                                     requirement is
                                                     repeated in Rule 4-
                                                     08(a).
Rule 3A-01 of Regulation S-X  States subject        The same information
 \65\.                         matter of Article     is set forth in the
                               3A.                   title of Article
                                                     3A.
All except fourth sentence    Permits               ASC 810-10-45-12.
 of Rule 3A-02(b)(1) of        consolidation of an
 Regulation S-X. \66\          entity's financial
                               statements for its
                               fiscal period if
                               the period does not
                               differ from that of
                               the issuer by more
                               than 93 days \67\
                               and requires
                               recognition by
                               disclosure or
                               otherwise of
                               material
                               intervening events.
First sentence of Rule 3A-    Requires              ASC 810-10-15-10.
 02(d) of Regulation S-X.      consideration of
 \68\                          the propriety of
                               consolidation under
                               certain
                               restrictions. \69\
Last two sentences of first   Requires disclosure   ASC 235-10-50-1 and
 paragraph of Rule 3A-02 of    of the accounting     ASC 810-10-50-1.
 Regulation S-X \70\ and 3A-   policies followed
 03(a) of Regulation S-X       in consolidation or
 \71\.                         combination \72\.
First sentence of Rule 3A-04  Requires elimination  ASC 323-10-35-5a and
 of Regulation S-X. \73\       of intercompany       ASC 810-10-45.
                               transactions.
------------------------------------------------------------------------
                           3. Obligations \74\
------------------------------------------------------------------------
Reference to issuances in     Requires disclosure   ASC 855-10-50-2 and
 Rule 4-08(f) of Regulation    of significant        855-10-55-2a.
 S-X. \75\                     changes \76\ in
                               issued amounts of
                               debt subsequent to
                               the latest balance
                               sheet date.
------------------------------------------------------------------------
                     4. Income Tax Disclosures \77\
------------------------------------------------------------------------
First sentence of Rule 4-     Requires an income    ASC 740-10-50-12.
 08(h)(2) of Regulation S-X.   tax rate
 \78\                          reconciliation.
Fourth sentence of Rule 4-    Permits the income    ASC 740-10-50-12.
 08(h)(2) of Regulation S-X.   tax rate
                               reconciliation to
                               be presented in
                               either percentages
                               or dollars.
------------------------------------------------------------------------

[[Page 51614]]

 
          5. Warrants, Rights, and Convertible Instruments \79\
------------------------------------------------------------------------
Rule 4-08(i) of Regulation S- Requires disclosure   Non-compensatory
 X \80\.                       of the title and      warrants or rights:
                               amount of             ASC 505-10-50-3 and
                               securities subject    ASC 815-40-50-5.
                               to warrants or
                               rights, the
                               exercise price, and
                               the exercise
                               period. \81\
                                                    Compensatory
                                                     warrants or rights:
                                                     ASC 505-10-50-3,
                                                     ASC 718-10-50-1,
                                                     and ASC 718-10-50-
                                                     2.
------------------------------------------------------------------------
                         6. Related Parties \82\
------------------------------------------------------------------------
Reference to identification   Requires              ASC 850-10-50-1.
 of related party              identification of
 transactions in Rule 4-       related party
 08(k)(1) of Regulation S-X    transactions.
 \83\.
------------------------------------------------------------------------
                            7. Contingencies
------------------------------------------------------------------------
References to ``material      Require disclosure    ASC 270-10-50-6.
 contingencies'' in Rule 8-    of material
 03(b)(2) \84\ and the         contingencies in
 second sentence of Rule 10-   interim financial
 01(a)(5) of Regulation S-X    statements,
 and the entire last           notwithstanding
 sentence of Rule 10-          disclosure in the
 01(a)(5) of Regulation S-X    annual financial
 \85\.                         statements.
------------------------------------------------------------------------
                       8. Earnings per Share \86\
------------------------------------------------------------------------
Reference to ``earnings per   Requires              ASC 270-10-50-1b.
 share'' in first sentence     presentation of
 of Rule 10-01(b)(2) of        earnings per share
 Regulation S-X \87\.          on interim income
                               statement.
Item 601(b)(11) of            Require disclosure    ASC 260-10-50-1a,
 Regulation S-K \88\ and       of the computation    Rule 10-01(b)(2) of
 Instruction 6 to              of earnings per       Regulation S-X, and
 ``Instructions as to          share in annual       IAS 33, paragraph
 Exhibits'' of Form 20-F.      filings.              70.
------------------------------------------------------------------------
                       9. Insurance Companies \89\
------------------------------------------------------------------------
Last sentence of Rule 7-      Requires a            ASC 944-80-50-1a.
 03(a)(11) of Regulation S-X   description of the
 \90\.                         activities being
                               reported in the
                               separate accounts
                               \91\.
Rule 7-04.3(c) of Regulation  Requires disclosure   ASC 235-10-50-1 and
 S-X \92\.                     of the method         ASC 320-10-50-9b.
                               followed in
                               determining the
                               cost of investments
                               sold \93\.
------------------------------------------------------------------------
                     10. Bank Holding Companies \94\
------------------------------------------------------------------------
Rule 9-03.6(a) of Regulation  Requires disclosure   ASC 320-10-50-1B,
 S-X \95\.                     of the carrying and   ASC 320-10-50-2,
                               market values of      ASC 320-10-50-5,
                               (1) securities of     and ASC 942-320-50-
                               the U.S. Treasury     2.
                               and other U.S.
                               Government agencies
                               and corporations,
                               (2) securities of
                               states of the U.S.
                               and political
                               subdivisions, and
                               (3) other
                               securities.
Rule 9-03.7(d) of Regulation  Requires disclosure   ASC 310-10-50-
 S-X \96\.                     of changes in the     11B(c).
                               allowance for loan
                               losses.
First part of Rule 9-         Requires disclosure   ASC 235-10-50-1 and
 04.13(h) of Regulation S-X    of the method         ASC 320-10-50-9b.
 \97\.                         followed in
                               determining the
                               cost of investment
                               securities sold.
------------------------------------------------------------------------
                11. Changes in Accounting Principles \98\
------------------------------------------------------------------------
Requirement to disclose       Requires disclosure   ASC 250-10-45-12 to
 reason for change in          of the reasons for    16, ASC 250-10-50-
 accounting principle in       making material       1a, and ASC 270-10-
 Rule 8-03(b)(5) \99\ and      accounting changes    50-1g.
 Rule 10-01(b)(6) of           in an interim
 Regulation S-X \100\.         period.
------------------------------------------------------------------------
                         12. Interim Adjustments
------------------------------------------------------------------------
Third sentence of Rule 3-     Provide examples of   ASC 270-10-45-10.
 03(d) \101\ and third         adjustments in
 sentence of Rule 10-          order for interim
 01(b)(8) \102\ of             financial
 Regulation S-X.               statements to be
                               fairly stated.
------------------------------------------------------------------------
   13. Interim Financial Statements--Common Control Transactions \103\
------------------------------------------------------------------------
Part of first sentence of     Requires that common  ASC 805-50-45-1 to
 Rule 10-01(b)(3) of           control               5.
 Regulation S-X \104\.         transactions be
                               reflected in
                               current and prior
                               comparative
                               period's interim
                               financial
                               statements.
------------------------------------------------------------------------

[[Page 51615]]

 
          14. Interim Financial Statements--Dispositions \105\
------------------------------------------------------------------------
Rule 10-01(b)(5) of           Requires disclosure   ASC 205-20-50-5B,
 Regulation S-X \106\.         of the effect of      ASC 205-20-50-5C,
                               discontinued          ASC 260-10-45-3,
                               operations on         and ASC 270-10-50-
                               interim revenues,     7.
                               net income, and
                               earnings per share
                               for all periods
                               presented.
------------------------------------------------------------------------
                15. Report Furnished to Security Holders
------------------------------------------------------------------------
Item 601(b)(19) of            Provides specific     General Instruction
 Regulation S-K \107\.         instructions to       D(3) to Form 10-Q,
                               address the           which refers to
                               incorporation by      Item 601(b)(13) of
                               reference into Form   Regulation S-
                               10-Q \108\ of         K.\109\
                               information that is
                               separately made
                               available to
                               security holders.
------------------------------------------------------------------------

C. Request for Comment

    4. We solicit comment on the foregoing proposed amendments to 
eliminate redundant or duplicative requirements.
---------------------------------------------------------------------------

    \79\ Please refer to the related discussion in section III.C.15.
    \80\ 17 CFR 210.4-08(i).
    \81\ For compensatory warrants or rights, U.S. GAAP requires 
disclosure of the nature and terms of such arrangements, the number 
and weighted-average exercise price, and the weighted-average 
contractual term.
    \82\ Please refer to the related discussion in section III.E.8.
    \83\ 17 CFR 4-08(k)(1).
    \84\ 17 CFR 210.8-03(b)(2). This rule specifically applies to 
SRCs and Regulation A issuers in a Tier 2 offering that report under 
U.S. GAAP.
    \85\ 17 CFR 210.10-01(a)(5). This rule specifically applies to 
companies other than SRCs (``non-SRCs'').
    \86\ Please refer to the related discussion in section III.E.10.
    \87\ 17 CFR 210.10-01(b)(2).
    \88\ 17 CFR 229.601(b)(11). We also propose conforming revisions 
to delete references to Item 601(b)(11) of Regulation S-K in the 
Exhibit Table and in Rule 10-01(b)(2) of Regulation S-X.
    \89\ Please refer to the related discussions in sections III.C.6 
and V.B.8.
    \90\ 17 CFR 210.7-03(a)(11).
    \91\ ASC 944-80-50-1a requires disclosure of the nature of the 
contracts reported in separate accounts.
    \92\ 17 CFR 210.7-04.3(c).
    \93\ ASC 320-10-50-9b refers to the ``cost of a security sold.''
    \94\ Please refer to the related discussion in section V.B.9.
    \95\ 17 CFR 210.9-03.6(a).
    \96\ 17 CFR 210.9-03.7(d).
    \97\ 17 CFR 210.9-04.13(h).
    \98\ Please refer to the related discussions in section III.C.8 
and V.B.14.
    \99\ 17 CFR 210.8-03(b)(5). This rule specifically applies to 
SRCs and Regulation A issuers in a Tier 2 offering that report under 
U.S. GAAP.
    \100\ 17 CFR 210.10-01(b)(6). This rule specifically applies to 
non-SRCs.
    \101\ 17 CFR 210.3-03(d).
    \102\ 17 CFR 210.10-01(b)(8).
    \103\ Please refer to the related discussion in section 
III.E.12.
    \104\ 17 CFR 210.10-01(b)(3).
    \105\ Please refer to the related discussion in section 
III.C.10.
    \106\ 17 CFR 210.10-01(b)(5).
    \107\ 17 CFR 229.601(b)(19). We also propose conforming 
revisions to delete the reference to Item 601(b)(19) of Regulation 
S-K in the Exhibit Table.
    \108\ 17 CFR 249.308a.
    \109\ 17 CFR 229.601(b)(13). We also propose to amend the 
Exhibit Table within Item 601 of Regulation S-K to clarify that Item 
601(b)(13) applies to Form 10-Q.
---------------------------------------------------------------------------

    a. Do the requirements proposed for elimination require 
substantially the same disclosures as U.S. GAAP, IFRS, or other 
Commission disclosure requirements? If eliminated, would investors 
continue to receive substantially the same information? If not, which 
redundant or duplicative requirements preliminarily identified above do 
not require substantially the same disclosures and why?
    b. Should any proposed amendments not be made? Should any proposed 
amendments be modified? If so, which ones and why? Please be as 
specific as possible for each of the proposals on which you provide 
comments.
    5. Are there other Commission disclosure requirements that are 
redundant or duplicative with U.S. GAAP, IFRS, or other Commission 
disclosure requirements that we should consider eliminating? If so, 
which requirements should be eliminated and how are they redundant or 
duplicative?

III. Overlapping Requirements

A. Background

    We also have preliminarily identified Commission disclosure 
requirements that are related to, but not the same as, U.S. GAAP, IFRS, 
or other Commission disclosure requirements, which we refer to in this 
release as overlapping requirements. In this section, we:
     Propose to delete Commission disclosure requirements that, 
as discussed further in section III.C below, we believe: (1) Require 
disclosures that convey reasonably similar information to or are 
encompassed by the disclosures that result from compliance with the 
overlapping U.S. GAAP, IFRS, or Commission disclosure requirements or 
(2) require disclosures incremental to the overlapping U.S. GAAP, IFRS, 
or Commission disclosure requirements and may no longer be useful to 
investors.
     Propose to integrate Commission disclosure requirements 
that overlap with, but require information incremental to, other 
Commission disclosure requirements, as discussed further in section 
III.D below, or
     Solicit comment on certain Commission disclosure 
requirements that overlap with, but require information incremental to, 
U.S. GAAP to determine whether to retain, modify, eliminate, or refer 
them to the FASB for potential incorporation into U.S. GAAP, as 
discussed further in section III.E below.\110\
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    \110\ One commenter to the Regulation S-X Request for Comment 
recommended that we ``[c]oordinate with and encourage the FASB to 
complete a disclosure project that would eliminate the need for SEC-
specific footnote disclosure requirements (e.g., S-X 4-08 and 5-02) 
and financial statement schedules and incorporate them within the US 
GAAP required disclosures if necessary. This commenter also noted 
that ``US GAAP and SEC disclosure requirements often overlap. Slight 
differences in requirements cause confusion about whether there are 
different disclosure objectives and often result in redundancies.'' 
See letter from Ernst & Young LLP (Nov. 20, 2015).
---------------------------------------------------------------------------

B. Broad Considerations

    Our objective with these proposals is to streamline disclosures for 
investors and simplify requirements for issuers. In some cases, the 
proposed streamlining of overlapping disclosure requirements would give 
rise to the considerations discussed below.\111\
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    \111\ Some proposals may also be affected by certain FASB 
projects, as discussed in section I.C.3.
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1. Disclosure Location Considerations
    In some cases, the streamlining of disclosure requirements would 
result in the relocation of disclosures within a filing,\112\ with the 
following consequences:
---------------------------------------------------------------------------

    \112\ For example, as discussed in section III.C.1, our proposed 
amendments would result in the elimination of disclosures about an 
issuer's status as a real estate investment trust (``REIT'') in the 
audited notes to the financial statements, in reliance on 
disclosures within the same filing, but outside the audited 
financial statements. As another example, as discussed in section 
III.D.2, our proposed amendments would result in the relocation of 
disclosures about material restrictions on the payment of dividends 
in a filing from outside to within the audited notes to the 
financial statements. For equity compensation plans, the proposed 
amendments would result in the need to reference a different filing, 
as discussed in section III.C.17.

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[[Page 51616]]

     Prominence Considerations--the current location of some 
disclosures may provide a certain level of prominence and/or context to 
other disclosures located with them. The relocation of these 
disclosures may affect investors by changing the prominence and/or 
context of both the relocated disclosures and the remaining 
disclosures. Throughout this release, we collectively refer to these 
consequences as ``Disclosure Location--Prominence Considerations.''
     Financial Statement Considerations--the proposals related 
to some topics would result in the relocation of disclosures from 
outside to inside the financial statements, subjecting this information 
to annual audit and/or interim review, internal control over financial 
reporting, and XBRL tagging requirements, as applicable. The safe 
harbor under the Private Securities Litigation Reform Act of 1995 
(``PSLRA'') would not be available for such disclosures.\113\ 
Conversely, relocation of disclosures from inside to outside the 
financial statements would have the opposite effect--namely, this 
information would not be subject to annual audit and/or interim review, 
internal control over financial reporting, and XBRL tagging 
requirements, as applicable, while the safe harbor under the PSLRA 
would be available. These topics would also be subject to Disclosure 
Location--Prominence Considerations. Throughout this release, we 
collectively refer to these consequences as ``Disclosure Location--
Financial Statement Considerations.''
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    \113\ Pub. L. 104-67, 109 Stat. 737 (1995).
---------------------------------------------------------------------------

    We refer to the foregoing considerations collectively as 
``Disclosure Location Considerations.''
Request for Comment
    6. For each of the disclosures subject to Disclosure Location--
Prominence Considerations discussed below:
    a. Do investors benefit from the prominence of this information in 
its current location or from the context these disclosures provide to 
other disclosures located with them?
    b. Would the proposed changes to the disclosure location either 
benefit or adversely affect investors or issuers? If so, how? Please be 
specific.
    c. Should we mandate a cross-reference in the prior location of the 
disclosures to assist investors in navigating the issuer's disclosures 
and help maintain the prominence and/or context of the disclosures?
    d. Do electronic data analysis tools affect the importance of the 
disclosure location?
    7. For disclosures subject to Disclosure Location--Financial 
Statement Considerations, in addition to the above questions about 
prominence, what are the benefits and costs of the inclusion/exclusion 
of these disclosures in the financial statements for investors and 
issuers? How important are these benefits and costs to investors and 
issuers? Please quantify the benefits and costs, to the extent 
practicable.
2. Bright Line Disclosure Threshold Considerations
    Some overlapping requirements, while similar, are not redundant or 
duplicative because one set of requirements includes a bright line 
disclosure threshold, while the other set of requirements does 
not.\114\ Where a requirement contains a bright line disclosure 
threshold, matters involving amounts below that threshold are not 
required to be disclosed. With the exception of disclosure requirements 
about major customers, as discussed in section III.E.14, the Commission 
disclosure requirements we discuss contain bright line disclosure 
thresholds, while the corresponding requirement does not. For these 
topics, the elimination of the bright line threshold would potentially 
change the disclosure provided to investors. Throughout this release, 
we refer to these considerations as ``Bright Line Disclosure Threshold 
Considerations.''
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    \114\ For example, Regulation S-K requires, as discussed in 
section III.E.13, disclosure of the amount of revenue from products 
and services which account for 10 percent or more of consolidated 
revenue and, as discussed in section III.E.15, disclosure of legal 
proceedings involving environmental matters that exceed 10 percent 
of the issuer's consolidated current assets. The corresponding U.S. 
GAAP requirements do not contain such bright line thresholds above 
which disclosures would be required.
---------------------------------------------------------------------------

Request for Comment
    8. For each of the disclosures subject to Bright Line Disclosure 
Threshold Considerations discussed below, should there continue to be a 
bright line below which the disclosures would not be required? Should 
the Commission modify the threshold? Why or why not?
    a. Are there any aspects to these disclosures that warrant bright 
line disclosure thresholds, as compared to other disclosures?
    b. Does the bright line disclosure threshold help to ensure 
disclosure at an appropriate level of detail for investors? 
Alternatively, does the bright line disclosure threshold result in too 
much or too little detail for investors? Why or why not?
    c. Are there alternative disclosure thresholds, in lieu of bright 
lines, that we should consider? Would the alternative disclosure 
threshold change the level of information provided to investors and the 
burdens and costs associated with the preparation of these disclosures 
for issuers?

C. Overlapping Requirements--Proposed Deletions

    This section discusses Commission disclosure requirements that we 
believe: (1) Require disclosures that convey reasonably similar 
information to or are encompassed by the disclosures that result from 
compliance with the overlapping U.S. GAAP, IFRS, or Commission 
disclosure requirements or (2) require disclosures incremental to the 
overlapping U.S. GAAP, IFRS, or Commission disclosure requirements and 
may no longer be useful to investors. In these cases, we propose to 
delete the specified Commission disclosure requirement.
1. REIT Disclosures \115\
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    \115\ Please refer to the related discussions in sections 
III.E.1 and V.B.3.
---------------------------------------------------------------------------

a. Undistributed Gains or Losses on the Sale of Properties
    Regulation S-X \116\ and U.S. GAAP \117\ both set forth 
requirements for the presentation of components of stockholders' equity 
on the face of the financial statements. Regulation S-X incrementally 
requires REITs to present undistributed gains or losses on the sale of 
properties separately from other distributable earnings on their 
balance sheet.\118\ This amount is presented on a book basis,\119\ 
which we do not believe is useful to investors because of the unique 
tax status of REITs, as discussed below.
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    \116\ See, e.g., Rule 3-15(a)(2) [17 CFR 210.3-15(a)(2)] and 
Rule 5-02.30 [17 CFR 210.5-02.30] of Regulation S-X.
    \117\ See, e.g., ASC 505-10-45.
    \118\ See Rule 3-15(a)(2) of Regulation S-X.
    \119\ Amounts presented on a ``book'' basis refer to amounts 
determined in accordance with accounting for financial reporting 
purposes (e.g., U.S. GAAP or IFRS), rather than amounts determined 
in accordance with federal statutory tax law.
---------------------------------------------------------------------------

    Specifically, REITs are not subject to entity-level taxation on the 
amounts

[[Page 51617]]

distributed to their investors. Rather, their investors are liable for 
taxes on these distributions, depending on the character of the 
dividends (i.e., ordinary income, capital gains, or return of capital) 
the REIT distributes to them. Because the amount of undistributed gains 
or losses required by Rule 3-15(a)(2) of Regulation S-X is not 
presented on a tax basis, this disclosure does not provide investors 
with insight into the tax implications of the REIT's distributions. 
Instead, the disclosures required by Rule 3-15(c) of Regulation S-X of 
the tax status of distributions provide this insight.\120\
---------------------------------------------------------------------------

    \120\ 17 CFR 210.3-15(c).
---------------------------------------------------------------------------

    In addition, the Commission staff has observed that, in practice, 
because REITs are required to distribute 90 percent of their taxable 
income in order to maintain their REIT status and often distribute 
more, REITs generally do not have undistributed amounts to disclose 
under this requirement.
    Based on the foregoing, we propose to delete Rule 3-15(a)(2).
Request for Comment
    9. Has the requirement to provide incremental disclosure about 
undistributed gains or losses on the sale of properties on a book basis 
resulted in the disclosure of useful information?
    What would the impact to investors and issuers be of a deletion of 
this requirement?
b. Status as a REIT
    Regulation S-K and Regulation S-X both require certain disclosures 
about an issuer's status as a REIT. Regulation S-K requires disclosure 
of the issuer's form of organization,\121\ significant risk factors 
\122\ and a description of known uncertainties that are reasonably 
expected to have a material effect on income.\123\ Regulation S-X 
similarly requires disclosure in the notes to the financial statements 
of the issuer's status as a REIT.\124\
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    \121\ Item 101(a)(1) of Regulation S-K [17 CFR 229.101(a)(1)].
    \122\ Item 503(c) of Regulation S-K [17 CFR 229.503(c)].
    \123\ Item 303(a)(3)(ii) of Regulation S-K [17 CFR 
229.303(a)(3)(ii)].
    \124\ Rule 3-15(b) of Regulation S-X [17 CFR 210.3-15(b)].
---------------------------------------------------------------------------

    Regulation S-X also requires REITs to disclose in the notes to the 
financial statements their assumptions in making or not making federal 
income tax provisions.\125\ As stated above, REITs are not subject to 
entity-level taxation on the amounts distributed to their investors, so 
long as they maintain their REIT status. As such, for REITs, the 
primary assumption in making or not making federal income tax 
provisions is the issuer's continued REIT status and its consideration 
of the risks affecting its continued REIT status. We believe that the 
disclosure provided in response to the requirement in Regulation S-X to 
disclose assumptions in making or not making federal income tax 
provisions is encompassed by the disclosures provided to comply with 
Regulation S-K's requirement to disclose significant risk factors and a 
description of known uncertainties that are reasonably expected to have 
a material effect on income. In fact, because of the overlap, issuers 
often repeat or expand on the note disclosures in their risk factor 
disclosures, by discussing matters such as the applicable tax 
regulations and the consequence of a loss in REIT status.
---------------------------------------------------------------------------

    \125\ Rule 3-15(b) of Regulation S-X.
---------------------------------------------------------------------------

    Based on the foregoing, we propose to delete Rule 3-15(b) of 
Regulation S-X. We note that because disclosures under Regulation S-K, 
unlike those required by Regulation S-X, may be provided outside of the 
audited financial statements, the proposed amendments give rise to 
Disclosure Location--Financial Statement Considerations.
Request for Comment
    10. Does Rule 3-15(b) require disclosures that are encompassed by 
disclosures that result from compliance with the overlapping 
provisions, as discussed above? Why or why not?
    11. Would deletion of Rule 3-15(b) as described above affect, in 
any material respect, the usefulness of information that investors 
receive? If so, how?
2. Consolidation 126
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    \126\ Please refer to the related discussions in sections 
II.B.2, III.E.2, and V.B.4.
---------------------------------------------------------------------------

a. Difference in Fiscal Periods
    Regulation S-X \127\ and U.S. GAAP \128\ both set forth 
requirements about the presentation of consolidated financial 
statements when the issuer and its subsidiaries have different fiscal 
periods. Regulation S-X incrementally requires disclosure of the 
subsidiary's fiscal year closing date and an explanation of the 
necessity for using different closing dates. However, when there is a 
difference in the fiscal periods of the issuer and its subsidiaries, 
U.S. GAAP also requires, as stated in section II.B.2, recognition by 
disclosure or otherwise of the effect of intervening events that 
materially affect the financial position or results of operations.\129\ 
Because this U.S. GAAP requirement effectively eliminates the effect of 
differences in the fiscal periods of the issuer and its subsidiaries, 
we believe that disclosure of the subsidiary's fiscal year closing date 
and an explanation of the necessity for using different closing dates 
is no longer useful for investors. We, therefore, propose to delete 
Rule 3A-02(b)(1) of Regulation S-X.
---------------------------------------------------------------------------

    \127\ See Rule 3A-02(b)(1) of Regulation S-X.
    \128\ See ASC 810-10-45-12.
    \129\ See ASC 810-10-45-12.
---------------------------------------------------------------------------

Request for Comment
    12. Do disclosures of the subsidiary's fiscal year closing date and 
the explanation of the necessity for using different closing dates 
provide useful information to investors? What would the impact to 
investors and issuers be of a deletion of this requirement?
b. Changes in Fiscal Periods
    Regulation S-X requires disclosure in the notes to the financial 
statements of: (1) Material changes in the fiscal periods of an 
issuer's subsidiaries and (2) the manner in which the material changes 
are reflected in the financial statements.\130\ The corresponding 
requirements in U.S. GAAP are narrower than Regulation S-X in three 
respects.
---------------------------------------------------------------------------

    \130\ See Rule 3A-03(b) of Regulation S-X [17 CFR 210.3A-03(b)].
---------------------------------------------------------------------------

    First, U.S. GAAP limits changes in the difference between an issuer 
and its subsidiary's fiscal periods to situations where the change is 
preferable.\131\ Second, U.S. GAAP only sets forth requirements related 
to a change or elimination of a previously existing difference in 
fiscal periods, for example, when an issuer is able to obtain financial 
information of a subsidiary with fiscal periods that are more 
consistent with, or the same as, that of the issuer.\132\ Regulation S-
X is broader than U.S. GAAP in that it refers to all changes in fiscal 
periods, rather than only changes to pre-existing differences in fiscal 
periods. Third, U.S. GAAP, unlike Regulation S-X, specifies the manner 
of treatment of a change in fiscal period by requiring that the change 
be reflected in the financial statements on a retrospective basis, if 
practicable.\133\ We believe that U.S. GAAP, in limiting potential 
changes, provides for more consistency in issuer financial statements 
and results in better

[[Page 51618]]

financial reporting. Thus, we propose to delete the last sentence of 
Rule 3A-03(b) of Regulation S-X.
---------------------------------------------------------------------------

    \131\ ASC 810-10-45-13 states that a change in a difference in 
fiscal periods is a change in accounting policy, which requires that 
the issuer and its auditor assert that the new accounting policy is 
preferable to the old one. See ASC 250-10-45-12, Rule 8-03(b)(5) of 
Regulation S-X for SRCs and Regulation A issuers in a Tier 2 
offering that report under U.S. GAAP, Rule 10-01(b)(6) of Regulation 
S-X for non-SRCs, and Item 601(b)(16) of Regulation S-K.
    \132\ See ASC 810-10-45-13.
    \133\ See ASC 810-10-45-13.
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Request for Comment
    13. Do issuers rely on the broader language in Rule 3A-03(b) as a 
basis to change their subsidiaries' fiscal periods where differences 
did not previously exist? Are issuers and their auditors able to assert 
preferability of these changes?
    14. Does the broader language in Rule 3A-03(b) affect, in any 
material respect, the usefulness of information that investors receive? 
If so, how?
3. Repurchase and Reverse Repurchase Agreements 134
---------------------------------------------------------------------------

    \134\ Please refer to the related discussion in section III.E.9.
---------------------------------------------------------------------------

    The requirements in Regulation S-X governing repurchase and reverse 
repurchase agreements were adopted in 1986, following developments at 
that time in the government securities market.\135\ Their primary 
objective was to require disclosure about the nature and extent of 
registrants' repurchase and reverse repurchase agreements and the 
degree of risk involved in these transactions.\136\ The FASB has more 
recently considered requirements in this area in response to 
constituent concerns in the wake of the global financial crisis. Most 
recently, in 2014, the FASB issued amendments to the accounting and 
disclosures for repurchase agreements and similar transactions.\137\ 
These revisions to U.S. GAAP have resulted in overlapping disclosure 
requirements, as discussed further below.
---------------------------------------------------------------------------

    \135\ See Disclosure Amendments to Regulation S-X Regarding 
Repurchase and Reverse Repurchase Agreements, Release No. 33-6621 
(Jan. 30, 1986) [51 FR 3765].
    \136\ Id.
    \137\ See also Accounting Standards Update (``ASU'') No. 2014-
11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity 
Transactions, Repurchase Financings, and Disclosures.
---------------------------------------------------------------------------

a. Balance Sheet Presentation
    Regulation S-X \138\ and U.S. GAAP \139\ both require separate 
presentation of repurchase liabilities associated with repurchase 
agreements on the face of the balance sheet.\140\ However, because 
Regulation S-X, unlike U.S. GAAP, sets forth a 10 percent threshold for 
separate presentation,\141\ the proposed amendments give rise to Bright 
Line Disclosure Threshold Considerations. We propose to delete the 
requirement for separate presentation in Rule 4-08(m)(1)(i) and the 
related 10 percent threshold. We would retain the requirement to 
include accrued interest payables in the separately presented liability 
amounts.\142\
---------------------------------------------------------------------------

    \138\ See Rule 4-08(m)(1)(i) of Regulation S-X [17 CFR 210.4-
08(m)(1)(i)].
    \139\ See ASC 860-30-45-2.
    \140\ Regulation S-X requires separate presentation of 
repurchase liabilities incurred pursuant to repurchase agreements. 
U.S. GAAP is broader in that it includes other transactions with 
similar characteristics--specifically, ``transactions in which cash 
is obtained in exchange for financial assets with an obligation for 
an opposite exchange later,'' such as dollar rolls and securities 
lending transactions. See ASC 860-30-15-3.
    \141\ Specifically, Regulation S-X requires separate 
presentation if the carrying amount (or market value, if higher than 
the carrying amount or if there is no carrying amount) of the 
securities or other assets sold under repurchase agreements, in the 
aggregate, exceeds 10 percent of total assets.
    \142\ Please refer to the additional discussion of this 
requirement to include accrued interest payables in the separately 
presented liability in section III.E.9 below.
---------------------------------------------------------------------------

b. Disaggregated Disclosures
    While Regulation S-X \143\ and U.S. GAAP \144\ both require 
disaggregated disclosures about repurchase agreements, they differ in 
the form and content of the disaggregated disclosures. First, 
Regulation S-X and U.S. GAAP both require disaggregated disclosures of 
repurchase liabilities by class of collateral and maturity interval. 
Regulation S-X provides a few illustrative examples of classes, where 
U.S. GAAP requires an entity to determine the appropriate level of 
disaggregation and classes to be presented on the basis of the nature, 
characteristics, and risks of the collateral pledged. Regulation S-X 
also specifies maturity intervals (e.g., overnight, up to 30 days), 
whereas U.S. GAAP permits judgment to determine an appropriate range of 
maturity intervals. Further, Regulation S-X requires the disaggregated 
disclosure by class of collateral and maturity interval to be combined 
in the form of a single table. Although U.S. GAAP is silent about the 
form of disclosure, the sole example it includes of an approach to 
comply with its requirements is in the form of a table that includes 
both classes of collateral as well as maturity intervals similar to 
those required by Regulation S-X.\145\
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    \143\ See Rule 4-08(m)(1)(ii) of Regulation S-X [17 CFR 210.4-
08(m)(1)(ii)].
    \144\ See ASC 860-30-50-7.
    \145\ See ASC 860-30-55-4.
---------------------------------------------------------------------------

    Second, Regulation S-X specifies tabular disclosure of the carrying 
amount of associated assets sold under repurchase agreements 
disaggregated by class of asset sold and maturity interval (e.g., 
overnight, up to 30 days) of the repurchase agreement.\146\ Instead of 
a tabular format, U.S. GAAP requires separate presentation on the 
transferor's balance sheet of the carrying amount of assets that the 
transferee has the right to sell or repledge.\147\ U.S. GAAP also 
requires disclosure in the notes to the financial statements of the 
carrying amount and balance sheet classification of both assets pledged 
as collateral that the transferee does not have the right to sell or 
repledge and the associated liabilities along with quantitative 
information about the relationship(s) between them.\148\
---------------------------------------------------------------------------

    \146\ See Rules 4-08(m)(1)(ii)(A)(i) [17 CFR 210.4-
08(m)(1)(ii)(A)(i)] and 4-08(m)(1)(ii)(B) [17 CFR 210.4-
08(m)(1)(ii)(B)] of Regulation S-X.
    \147\ See ASC 860-30-25-5a.
    \148\ See ASC 860-30-50-1A.b.1 and 2.
---------------------------------------------------------------------------

    Despite some differences in form and content, we believe that 
disclosures required by Regulation S-X convey reasonably similar 
information as the disclosures that result from compliance with the 
U.S. GAAP provisions discussed above, along with their accompanying 
disclosure objectives and aggregation principles.\149\
---------------------------------------------------------------------------

    \149\ U.S. GAAP requires that its minimum disclosure 
requirements about transactions such as repurchase agreements be 
supplemented as necessary to meet certain disclosures objectives 
(e.g., providing investors with an understanding of how transfers of 
financial assets affect an issuer's financial statements) and 
aggregation principles (e.g., presentation in a manner that clearly 
and fully explains the transferor's risk exposure related to the 
transferred financial assets and any restrictions on the assets of 
the entity). See ASC 860-10-50.
---------------------------------------------------------------------------

    Third, Regulation S-X requires disaggregated disclosures of the 
market value of assets sold under repurchase agreements for which 
unrealized changes in market value are reported in income.\150\ 
Although the FASB deliberated adding a requirement to disclose the 
market value of these assets to U.S. GAAP, it ultimately decided 
against doing so due to operability concerns.\151\
---------------------------------------------------------------------------

    \150\ See Rules 4-08(m)(1)(ii)(A)(i) and 4-08(m)(1)(ii)(B) of 
Regulation S-X. These rules, however, do not require disclosure of 
the carrying amount and market value of securities and other assets 
for which unrealized changes in market value are reported in current 
income or which have been obtained under reverse repurchase 
agreements. This scope is narrower than that for the U.S. GAAP 
requirement to separately present carrying amounts, which applies to 
all assets sold under repurchase agreements.
    \151\ See Minutes from FASB Board Meeting (Mar. 12, 2014), 
available at: http://www.fasb.org/jsp/FASB/Document_C/DocumentPage&cid=1176163899372. See also Accounting Standards Update 
(``ASU'') No. 2014-11, Transfers and Servicing (Topic 860): 
Repurchase-to-Maturity Transactions, Repurchase Financings, and 
Disclosures.
---------------------------------------------------------------------------

    Based on the foregoing, we propose to delete Rule 4-08(m)(1)(ii), 
with the exception of the requirement in Rule 4-08(m)(1)(ii)(A)(ii) to 
disclose the interest rate on repurchase liabilities, which we would 
retain. We note that, because Regulation S-X, unlike U.S. GAAP, sets 
forth a 10 percent threshold for the

[[Page 51619]]

disaggregated disclosures,\152\ the proposed amendments give rise to 
Bright Line Disclosure Threshold Considerations.
---------------------------------------------------------------------------

    \152\ Specifically, Regulation S-X requires the tabular 
disclosures if the carrying amount (or market value, if higher than 
the carrying amount) of the securities or other assets sold under 
repurchase agreements, other than securities or other assets for 
which for which unrealized changes in market value are reported in 
current income or have been obtained under reverse repurchase 
agreements, in the aggregate, exceeds 10 percent of total assets.
---------------------------------------------------------------------------

Request for Comment
    15. Do disclosures required by Rule 4-08(m) convey reasonably 
similar information as the disclosures that result from compliance with 
the overlapping provisions discussed above? Why or why not?
    16. As described above, the form and content of the disclosures 
required under U.S. GAAP differ in certain respects from Rule 4-08(m). 
Should we refer any of the disclosure requirements in Rule 4-08(m) to 
the FASB for potential incorporation into U.S. GAAP? If so, which ones 
and why?
    17. Would revision of Rule 4-08(m) as described above affect, in 
any material respect, the usefulness of information that investors 
receive? If so, how?
c. Collateral Policy
    Regulation S-X \153\ requires disclosure of the issuer's policy 
with regard to taking possession of assets purchased under reverse 
repurchase agreements. U.S. GAAP requires disclosure of the issuer's 
policy for requiring collateral or other security.\154\ Although U.S. 
GAAP is not as specific as Regulation S-X about taking possession of 
collateral, we believe Regulation S-X requires disclosures that are 
encompassed by the disclosures that result from compliance with U.S. 
GAAP. Accordingly, we propose to delete this requirement in Rule 4-
08(m)(2)(i)(B)(1).
---------------------------------------------------------------------------

    \153\ See Rule 4-08(m)(2)(i)(B)(1) of Regulation S-X [17 CFR 
210.4-08(m)(2)(i)(B)(1)].
    \154\ See ASC 860-30-50-1Aa.
---------------------------------------------------------------------------

    Regulation S-X, unlike U.S. GAAP, requires these disclosures when 
the aggregate carrying amount of reverse repurchase agreements exceeds 
10 percent of total assets. As such, these differences also give rise 
to Bright Line Disclosure Threshold Considerations.
Request for Comment
    18. Does Rule 4-08(m)(2)(i)(B)(1) require disclosures that are 
encompassed by disclosures that result from compliance with the 
overlapping provisions discussed above? Why or why not?
    19. As described above, U.S. GAAP is not as specific as Regulation 
S-X about taking possession of collateral. Would elimination of Rule 4-
08(m)(2)(i)(B)(1) affect, in any material respect, the usefulness of 
information that investors receive? If so, how?
4. Derivative Accounting Policies
    Regulation S-X \155\ and U.S. GAAP \156\ both require disclosure in 
the notes to the financial statements of accounting policies for 
certain derivative instruments. Regulation S-X applies to: (1) 
Derivative financial instruments, as defined under U.S. GAAP, and (2) 
derivative commodity instruments such as commodity futures, swaps, and 
options that are permitted to be settled in cash or with another 
financial instrument, to the extent such instruments are not within the 
definition of derivative financial instruments. For both types of 
instruments, Regulation S-X requires, where material, disclosure of the 
accounting policies; the criteria required to be met for each 
accounting method used; the accounting method used if those criteria 
are not met; the method used to account for terminations of derivatives 
designated as hedges or derivatives used to affect the terms, fair 
values, or cash flows of a designated item; the method used to account 
for derivatives when the designated item matures, is sold, is 
extinguished, or is terminated; and how the derivative instruments are 
reported in the financial statements.
---------------------------------------------------------------------------

    \155\ See Rule 4-08(n) of Regulation S-X [17 CFR 210.4-08(n)] 
and Note 2(b) to Rule 8-01 of Regulation S-X [17 CFR 210.8-01]. Rule 
4-08(n) applies to non-SRCs and Note 2(b) to Rule 8-01 applies to 
SRCs and Regulation A issuers in a Tier 2 offering that report under 
U.S. GAAP.
    \156\ See ASC 815-10-50.
---------------------------------------------------------------------------

    U.S. GAAP requires disclosure of accounting principles and methods 
that materially affect the financial statements, including those 
involving a selection from existing acceptable alternatives, and 
important judgments about the appropriateness of the principles.\157\ 
We believe that these U.S. GAAP principles call for reasonably similar 
information as the corresponding requirements in Regulation S-X, as 
they require disclosure of the accounting method applied to each aspect 
of a material derivative transaction from inception to termination.
---------------------------------------------------------------------------

    \157\ See ASC 235-10-50-1 and ASC 235-10-50-3.
---------------------------------------------------------------------------

    In addition, for derivative financial instruments, as defined under 
U.S. GAAP, U.S. GAAP requires disclosure of how and why the issuer uses 
derivative instruments, how the derivative instruments and related 
hedged items are accounted for, and how they affect the financial 
statements.\158\ Although Regulation S-X is more detailed than U.S. 
GAAP, the specificity in Regulation S-X stemmed, in part, from the 
absence of a comprehensive accounting model for derivatives when the 
Commission adopted these disclosure requirements.\159\ Since that time, 
the FASB has adopted an accounting model for derivative financial 
instruments, as defined under U.S. GAAP.\160\ Because U.S. GAAP limits 
the options for accounting for derivatives, we believe that the 
additional specific disclosure requirements in Rule 4-08(n) are no 
longer applicable.
---------------------------------------------------------------------------

    \158\ See ASC 815-10-50.
    \159\ See Disclosure of Accounting Policies for Derivative 
Financial Instruments and Derivative Commodity Instruments, and 
Disclosure of Quantitative and Qualitative Information about Market 
Risk Inherent in Derivative Financial Instruments, Other Financial 
Instruments and Derivative Commodity Instruments, Release No. 33-
7386, Financial Reporting Release No. 48, (Jan. 31, 1997).
    In this adopting release, the Commission stated that in the 
absence of comprehensive accounting literature, registrants have 
developed accounting practices for options and complex derivatives 
by analogy to the limited amount of literature that does exist. The 
Commission also noted that those analogies are complicated because 
under existing accounting literature, there are at least three 
distinctively different methods of accounting for derivatives (e.g. 
fair value accounting, deferral accounting and accrual accounting). 
The Commission further observed that the underlying concepts and 
criteria used in determining the applicability of those accounting 
methods is not consistent.
    \160\ See SFAS No. 133, Accounting for Derivative Instruments 
and Hedging Activities, codified in ASC 815.
---------------------------------------------------------------------------

    Based on the foregoing, we propose to delete Rule 4-08(n) and Note 
2(b) to Rule 8-01.
Request for Comment
    20. Is the U.S. GAAP requirement to disclose accounting principles 
and methods that materially affect the financial statements reasonably 
similar to the corresponding requirements in Regulation S-X?
    21. Are the specific disclosure requirements in Rule 4-08(n) 
applicable or necessary in light of the U.S. GAAP requirement? If so, 
which ones and why?
    22. Would deletion of Rule 4-08(n) affect, in any material respect, 
the usefulness of information that investors receive about derivative 
financial instruments, as defined under U.S. GAAP? If so, how?
    23. Would deletion of Rule 4-08(n) affect, in any material respect, 
the usefulness of information that investors receive about derivative 
commodity instruments that are not within the

[[Page 51620]]

definition of derivative financial instruments? If so, how?
    24. Are the requirements in Rule 4-08(n) used by analogy for 
contracts that derive their value from an underlying price, index, 
rate, condition, or event, but do not meet the FASB ASC Master Glossary 
definition of ``derivative financial instrument?'' Would deletion of 
Rule 4-08(n) affect, in any material respect, the usefulness of 
information that investors receive about accounting policy disclosures 
for these instruments? If so, how?
5. Distributable Earnings for Registered Investment Companies
    Regulation S-X \161\ and U.S. GAAP \162\ both require registered 
investment companies to present certain components of capital on their 
balance sheet. Regulation S-X incrementally specifies that, as part of 
this presentation, three components of distributable earnings must be 
separately presented on the balance sheet: (1) Net investment income, 
(2) net realized gains (losses) on investment transactions, and (3) net 
unrealized appreciation (depreciation) in value of investments.\163\ 
Regulation S-X requires these amounts to be presented on a book basis, 
which we do not believe is useful to investors of registered investment 
companies. Similar to REITs, as discussed in section III.C.1, 
registered investment companies are generally structured such that they 
are not subject to entity-level taxation on the amounts distributed to 
their investors. As such, the book basis amounts required to be 
presented under Regulation S-X do not provide investors with insight 
into the tax implications of registered investment company 
distributions. Rather, the requirement in U.S. GAAP to disclose the 
components of distributable earnings on a tax basis in the notes to the 
financial statements \164\ provides this insight.
---------------------------------------------------------------------------

    \161\ See Rule 6-04.17 of Regulation S-X [17 CFR 210.6-04.17].
    \162\ See ASC 946-20-50-11.
    \163\ See Rule 6-04.17 of Regulation S-X.
    \164\ See ASC 946-20-50-11.
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    Based on the foregoing, we propose to amend Rule 6-04.17 to require 
presentation of the total, rather than the components, of distributable 
earnings on the balance sheet. We also propose to delete the 
requirement in Rule 6-09.7 for parenthetical disclosure of 
undistributed net investment income, one of the components of 
distributable earnings, on a book basis, on the statement of changes in 
net assets.\165\
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    \165\ See Rule 6-09.7 of Regulation S-X [17 CFR 210.6-09.7].
---------------------------------------------------------------------------

Request for Comment
    25. Do investors use the information about the three components 
(net investment income, net realized gains (losses) on investment 
transactions, and net unrealized appreciation (depreciation) in value 
of investments) of distributable earnings separately presented on 
registered investment company balance sheets? If so, how?
    26. Would amendment of Rule 6-04.17 to require presentation of the 
total, rather than the components, of distributable earnings on the 
balance sheet affect, in any material respect, the usefulness of 
information that investors receive? If so, how?
    27. Would deletion of the requirement in Rule 6-09.7 for 
parenthetical disclosure of undistributed net investment income on the 
statement of changes in net assets affect, in any material respect, the 
usefulness of information that investors receive? If so, how?
6. Insurance Companies \166\
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    \166\ Please refer to the related discussions in sections II.B.9 
and V.B.8.
---------------------------------------------------------------------------

a. Liability Assumptions
    Regulation S-X \167\ and U.S. GAAP \168\ both require disclosure in 
the notes to the financial statements of assumptions for insurance 
liabilities stated at present value. Regulation S-X, unlike U.S. GAAP, 
specifically identifies three assumptions (interest rates, mortality, 
and withdrawals) for disclosure about the liability for future policy 
benefits. U.S. GAAP, however, does not limit its disclosures to these 
three assumptions but, rather, provides additional examples of 
assumptions.\169\ Accordingly, we propose to delete Rule 7-
03(a)(13)(b).
---------------------------------------------------------------------------

    \167\ See Rule 7-03(a)(13)(b) of Regulation S-X [17 CFR 210.7-
03(a)(13)(b)].
    \168\ See ASC 944-40-50.
    \169\ See ASC 944-40-30-7 for examples of assumptions made in 
estimating the liability.
---------------------------------------------------------------------------

Request for Comment
    28. Would deletion of the requirement in Rule 7-03(a)(13)(b) for 
disclosures of the above three assumptions affect, in any material 
respect, the usefulness of information that investors receive? If so, 
how?
b. Reinsurance Transactions
    Regulation S-X \170\ and U.S. GAAP \171\ both require disclosures 
in the notes to the financial statements about the nature of 
reinsurance contracts. Regulation S-X specifically requires disclosure 
of the nature and effect of material nonrecurring reinsurance 
transactions.\172\ We believe this provision requires disclosures that 
are encompassed by the disclosures that result from compliance U.S. 
GAAP and Regulation S-K. Specifically, although U.S. GAAP does not 
explicitly refer to nonrecurring reinsurance transactions, it requires 
disclosure of all reinsurance transactions, meaning that nonrecurring 
and recurring transactions would be included in the disclosures. In 
addition, Item 303(a)(3)(i) of Regulation S-K requires disclosure of 
any unusual or infrequent events or changes, which may include the 
nature and effect of material nonrecurring reinsurance transactions.
---------------------------------------------------------------------------

    \170\ See Rule 7-03(a)(13)(c) of Regulation S-X [17 CFR 210.7-
03(a)(13)(c)].
    \171\ See ASC 944-20-50-3 and ASC 944-20-50-4.
    \172\ See Rule 7-03(a)(13)(c)(2) [17 CFR 210.7-03(a)(13)(c)(2)].
---------------------------------------------------------------------------

    Based on the foregoing, we propose to delete Rule 7-03(a)(13)(c). 
We note that because disclosures required by Item 303(a)(3)(i), unlike 
those required by Regulation S-X, may be provided outside of the 
audited financial statements, the proposed amendments give rise to 
Disclosure Location--Financial Statement Considerations.
Request for Comment
    29. Does Rule 7-03(a)(13)(c) require disclosures that are 
encompassed by disclosures that result from compliance with the 
overlapping provisions discussed above? Why or why not?
    30. Would deletion of the requirement in Rule 7-03(a)(13)(c) 
affect, in any material respect, the usefulness of information that 
investors receive? If so, how?
    31. As stated above, U.S. GAAP does not require separate disclosure 
of nonrecurring transactions. Should we refer disclosure requirements 
specifically about the nature and effect of material nonrecurring 
reinsurance to the FASB for potential incorporation into U.S. GAAP?
7. Interim Financial Statements--Material Events Subsequent to the End 
of the Most Recent Fiscal Year
    Regulation S-X requires disclosure, in interim financial 
statements, of material events subsequent to the end of the most recent 
fiscal year.\173\ As discussed below, we believe that these provisions 
require disclosures that are encompassed by the disclosures that result 
from compliance with U.S. GAAP and Item 303(b) of Regulation S-K (or

[[Page 51621]]

Item 9 of Form 1-A and Item 1 of Form 1-SA for Regulation A issuers), 
in combination.
---------------------------------------------------------------------------

    \173\ See Rule 8-03(b)(2) [17 CFR 210.8-03(b)(2)] and Rule 10-
01(a)(5) [17 CFR 210.10-01(a)(5)] of Regulation S-X. Rule 8-03(b)(2) 
applies to SRCs and Regulation A issuers in a Tier 2 offering that 
report under U.S. GAAP and Rule 10-01(a)(5) applies to non-SRCs.
---------------------------------------------------------------------------

    Specifically, U.S. GAAP requires disclosure of a number of items 
occurring in the interim periods after the end of the most recent 
fiscal periods, including changes in accounting principles, changes in 
estimates, disposals, business combinations, and disclosures about 
segments, fair value, and pensions.\174\ Item 303(b) of Regulation S-K 
(or Item 9 of Form 1-A and Item 1 of Form 1-SA for Regulation A 
issuers) require disclosure of: (1) Material changes in the issuer's 
financial condition and results of operations, (2) unusual or 
infrequent events that materially affect income and any other 
significant components of revenues or expenses that, in the issuer's 
judgment, should be described in order to understand its interim 
results of operations, and (3) known trends that are reasonably 
expected to have a material effect on the financial statements.\175\
---------------------------------------------------------------------------

    \174\ See ASC 270-10-50-1 and 7.
    \175\ Item 303(b) of Regulation S-K explicitly requires interim 
disclosure of changes in financial condition and results of 
operations and, through its reference to Item 303(a), requires 
disclosure of unusual and infrequent events and trends.
---------------------------------------------------------------------------

    Rule 10-01(a)(5) incrementally requires disclosure of the status of 
long-term contracts and changes in capitalization, including 
significant new borrowings or modification of existing financing 
arrangements. Although Regulation S-K does not specify these two items, 
they would be required under Item 303(b) of Regulation S-K (or Item 9 
of Form 1-A and Item 1 of Form 1-SA for Regulation A issuers), if 
material, as discussed above.
    Based on the foregoing, we propose to delete the requirements to 
disclose material events subsequent to the end of the most recent 
fiscal year in Rule 8-03(b)(2) and Rule 10-01(a)(5). We note that 
because disclosures required by Item 303(b) (or Item 9 of Form 1-A and 
Item 1 of Form 1-SA for Regulation A issuers), unlike those required by 
Regulation S-X, may be provided outside of the interim financial 
statements, the proposed amendments give rise to Disclosure Location--
Financial Statement Considerations.
Request for Comment
    32. Do the provisions in Rule 8-03(b)(2) and Rule 10-01(a)(5) to 
disclose material events subsequent to the end of the most recent 
fiscal year require disclosures that are encompassed by disclosures 
that result from compliance with the overlapping provisions discussed 
above? Why or why not?
    33. Rule 10-01(a)(5) specifies disclosure of the status of long-
term contracts and changes in capitalization subsequent to the most 
recent fiscal year. Would deletion of this requirement affect, in any 
material respect, the usefulness of information that investors receive? 
If so, how?
8. Interim Financial Statements--Changes in Accounting Principles \176\
---------------------------------------------------------------------------

    \176\ Please refer to the related discussions in section II.B.11 
and V.B.14.
---------------------------------------------------------------------------

    Regulation S-X requires disclosure in the notes to the interim 
financial statements of the date of any material accounting 
change.\177\ We believe this information is unnecessary because U.S. 
GAAP requires disclosure of the accounting change in the period of the 
change.\178\ We, therefore, propose to delete these requirements in 
Rule 8-03(b)(5) and Rule 10-01(b)(6).
---------------------------------------------------------------------------

    \177\ See Rule 8-03(b)(5) and Rule 10-01(b)(6) [17 CFR 210.10-
01(b)(6)] of Regulation S-X. Rule 8-03(b)(5) specifically applies to 
SRCs and Regulation A issuers in a Tier 2 offering that report under 
U.S. GAAP, while 10-01(b)(6) applies to non-SRCs.
    \178\ See ASC 250-10-50-1 and ASC 270-10-50-1g.
---------------------------------------------------------------------------

Request for Comment
    34. Is disclosure of the date of any material accounting change 
unnecessary in light of the U.S. GAAP requirements discussed above? Why 
or why not?
9. Interim Financial Statements--Pro Forma Business Combination 
Information \179\
---------------------------------------------------------------------------

    \179\ Please refer to the related discussion in section V.B.6.
---------------------------------------------------------------------------

    Regulation S-X \180\ and U.S. GAAP \181\ both require supplemental 
pro forma information about business combinations in the notes to 
interim financial statements. These disclosure requirements differ in 
two ways: (1) Scope and (2) the line items required to be disclosed. 
Notwithstanding these differences, we believe that U.S. GAAP and Item 
9.01 of Form 8-K result in reasonably similar disclosures as the 
corresponding requirements in Regulation S-X.
---------------------------------------------------------------------------

    \180\ See Rule 8-03(b)(4) [17 CFR 210.8-03(b)(4)] and Rule 10-
01(b)(4) [17 CFR 210.10-01(b)(4)] of Regulation S-X. Rule 8-03(b)(4) 
specifically applies to SRCs and Regulation A issuers in a Tier 2 
offering that report under U.S. GAAP, while 10-01(b)(4) applies to 
non-SRCs.
    \181\ See ASC 270-10-50-7, which refers to ASC 805-10-50-2h.3 
for purposes of interim disclosures.
---------------------------------------------------------------------------

    First, with respect to scope, Regulation S-X requires disclosure of 
pro forma information for significant business combinations for SRCs 
and Regulation A issuers in a Tier 2 offering that report under U.S. 
GAAP and material business combinations for non-SRCs. U.S. GAAP, on the 
other hand, does not qualify the size of the business combinations to 
which pro forma information requirements apply. Accordingly, the 
requirements in U.S. GAAP would apply to the same or a greater number 
of business combinations and, thus, subsume the scope of the 
corresponding requirements in Regulation S-X.
    Second, with respect to the line items required to be disclosed, 
Regulation S-X requires disclosure of pro forma revenue, net income, 
net income attributable to the issuer, and net income per share. 
Regulation S-X also requires SRCs and Regulation A issuers in a Tier 2 
offering that report under U.S. GAAP to disclose pro forma income from 
continuing operations. U.S. GAAP only requires disclosure of pro forma 
revenue and earnings. This difference resulted from changes to U.S. 
GAAP for which Regulation S-X was not conformed, as discussed below.
    The Commission originally adopted Rule 8-03(b)(4) and Rule 10-
01(b)(4) to require in interim financial statements the same pro forma 
business combination disclosures provided in annual financial 
statements under Accounting Principles Board (``APB'') Opinion No. 16, 
Business Combinations.\182\ In 2001, the FASB issued Statement of 
Financial Accounting Standards (``SFAS'') No. 141, Business 
Combinations (``SFAS No. 141''), which required these pro forma 
disclosures in interim financial statements and superseded APB Opinion 
No. 16; however, Regulation S-X was not updated at that time to 
eliminate the duplication with U.S. GAAP. In 2007, the FASB issued SFAS 
No. 141R (revised 2007), Business Combinations (``SFAS No. 141R''), 
which required fewer pro forma line items--namely, only revenue and 
earnings--than previously required under SFAS No. 141, in part to 
converge with IFRS.\183\
---------------------------------------------------------------------------

    \182\ In the proposing release, the Commission noted that the 
proposed rule would require disclosure of pro forma data in 
connection with business combinations accounted for on a purchase 
basis similar to that required in annual statements by APB No. 16. 
See Interim Financial Data Proposals to Increase Disclosure, Release 
No. 33-5549 (Dec. 19, 1974) [40 FR 1079].
    \183\ SFAS No. 141R, paragraph B426.
---------------------------------------------------------------------------

    As a result of these changes, issuers are required to disclose more 
pro forma information about business combinations in interim periods 
than in annual periods,\184\ even though Regulation S-X generally 
imposes fewer obligations with regard to interim

[[Page 51622]]

financial statements.\185\ Moreover, Rule 8-03(b)(4) requires SRCs and 
Regulation A issuers in a Tier 2 offering that report under U.S. GAAP 
to present more line items than the corresponding requirement in Rule 
10-01(b)(4) for non-SRCs, even though Commission disclosure 
requirements, as a general matter, provide certain accommodations for 
SRCs \186\ and Regulation A issuers.
---------------------------------------------------------------------------

    \184\ See ASC 805-10-50-2h.3.
    \185\ For example, Article 8 and Article 10 of Regulation S-X 
permit the presentation of condensed financial statements, do not 
require audits of interim financial statements, allow issuers to 
assume that a user has read the preceding year's audited financial 
statements, permit omission of details of accounts that have not 
changed significantly since the audited balance sheet date, and 
permit omission of the disclosures required by Rule 4-08 of 
Regulation S-X.
    \186\ For example, SRCs are required to present only two, rather 
than three, years of financial statements and are not required to 
present selected financial data in accordance with Item 301 of 
Regulation S-K [17 CFR 229.301].
---------------------------------------------------------------------------

    In addition, we believe Item 9.01 of Form 8-K mitigates at least in 
part the absence of a U.S. GAAP requirement to present pro forma 
earnings per share, as it requires SRCs and non-SRCs to file, within 
approximately 75 days after the transaction, pro forma financial 
information for significant acquisitions, including earnings per share, 
through the issuer's most recently filed balance sheet. We note, 
however, this pro forma financial information would not cover the same 
periods as the pro forma information required under Rule 8-03(b)(4) and 
Rule 10-01(b)(4).\187\
---------------------------------------------------------------------------

    \187\ For example, for a significant acquisition that occurs on 
September 1, 2015, the Form 8-K would contain pro forma financial 
information for the year ended December 31, 2014 and the six months 
ended June 30, 2015 and 2014. Under Rule 8-03(b)(4) and Rule 10-
01(b)(4), however, the Form 10-Q for the nine months ended September 
30, 2015 would be required to include pro forma disclosures for the 
nine months ended September 30, 2015 and 2014.
---------------------------------------------------------------------------

    Based on the foregoing, we propose to delete the requirements for 
pro forma financial information in interim filings for business 
combinations in Rule 8-03(b)(4) and Rule 10-01(b)(4).
Request for Comment
    35. Would elimination of the specific requirements discussed above 
to disclose the line items pro forma income from continuing operations, 
net income attributable to the issuer, and net income per share affect, 
in any material respect, the usefulness of information that investors 
receive? If so, how? Do the pro forma disclosures in Form 8-K 
sufficiently substitute for the loss of these specific line items, 
despite the differences in timing discussed above?
10. Interim Financial Statements--Dispositions \188\
---------------------------------------------------------------------------

    \188\ Please refer to the related discussion in section II.B.14.
---------------------------------------------------------------------------

    For significant dispositions, Regulation S-X requires SRCs and 
Regulation A issuers in a Tier 2 offering that report under U.S. GAAP 
to disclose in the notes to the financial statements pro forma revenue, 
income from continuing operations, net income, net income attributable 
to the issuer, and net income per share for all interim periods 
presented, as though the disposition occurred at the beginning of the 
periods.\189\ There are two types of dispositions: (1) those that meet 
the definition of discontinued operations and (2) all others (hereafter 
referred to as ``other dispositions'').
---------------------------------------------------------------------------

    \189\ See Rule 8-03(b)(4) of Regulation S-X.
---------------------------------------------------------------------------

    U.S. GAAP requires that the effects of discontinued operations be 
isolated and separately presented on the income statement on a 
retrospective basis,\190\ thereby obviating the need for pro forma 
information for discontinued operations in the notes to the financial 
statements.
---------------------------------------------------------------------------

    \190\ See ASC 205-20-45.
---------------------------------------------------------------------------

    For other dispositions, we believe that the disclosures required by 
U.S. GAAP and Item 9.01 of Form 8-K results in reasonably similar 
disclosures as the pro forma disclosures mandated by Rule 8-03(b)(4). 
Specifically, U.S. GAAP requires disclosure of pre-tax profit and pre-
tax profit attributable to the parent for individually significant 
dispositions for all interim periods presented.\191\ However, U.S. GAAP 
does not contain an equivalent to the requirement in Rule 8-03(b)(4) to 
disclose pro forma revenues as if the other disposal occurred at the 
beginning of the periods presented.
---------------------------------------------------------------------------

    \191\ See ASC 270-10-50-7, which refers to ASC 360-10-50-3A for 
purposes of interim disclosures. ASC 360-10-50-3A is effective for 
public business entities on a prospective basis to: (1) All 
disposals (or classifications as held for sale) of components of an 
entity that occur within annual periods beginning on or after 
December 15, 2014, and interim periods within those years and (2) 
all businesses that, on acquisition, are classified as held for sale 
that occur within annual periods beginning on or after December 15, 
2014, and interim periods within those years. Early adoption is 
permitted, but only for disposals (or classifications as held for 
sale) that have not been reported in financial statements previously 
issued or available for issuance.
---------------------------------------------------------------------------

    We believe Item 9.01 of Form 8-K provides some mitigation, as it 
requires SRCs to file within four business days after a significant 
disposition, pro forma financial information, including revenue, income 
from continuing operations, and income per share, through the most 
recently filed balance sheet date. We note, however, this pro forma 
financial information would not cover the same periods as the separate 
results required under Rule 8-03(b)(4).\192\
---------------------------------------------------------------------------

    \192\ For example, for a significant disposal that occurs on 
August 3, 2015, the Form 8-K filed by August 7, 2015, would contain 
pro forma financial information for the year ended December 31, 2014 
and the three months ended March 31, 2015 and 2014, as if the 
disposal had occurred on January 1, 2014. In contrast, Rule 8-
03(b)(4) would require pro forma disclosures in the September 30, 
2015 interim financial statements, filed on Form 10-Q by November 
16, 2015, for the nine months ended September 30, 2015 and 2014, as 
if the disposal had occurred at the beginning of each period 
presented.
---------------------------------------------------------------------------

    In addition, Rule 8-03(b)(4) requires SRCs and Regulation A issuers 
in a Tier 2 offering that report under U.S. GAAP to disclose more 
information about dispositions in interim periods than in annual 
periods,\193\ even though Regulation S-X, as noted above, generally 
imposes fewer obligations with regard to interim financial statements. 
Moreover, Rule 8-03(b)(4) requires SRCs and Regulation A issuers in a 
Tier 2 offering that report under U.S. GAAP to disclose more extensive 
information about other dispositions than is required of non-SRCs,\194\ 
even though Commission disclosure requirements, as a general matter, 
provide certain scaled disclosure accommodations for SRCs.\195\
---------------------------------------------------------------------------

    \193\ See ASC 360-10-50-3A.
    \194\ See Rule 10-01(b)(5) of Regulation S-X [17 CFR 210.10-
01(b)(5)].
    \195\ See supra note 186.
---------------------------------------------------------------------------

    Based on the foregoing, we propose to delete these requirements in 
Rule 8-03(b)(4).
Request for Comment
    36. Would elimination of the specific requirement discussed above 
to disclose pro forma revenue affect, in any material respect, the 
usefulness of information that investors receive? If so, how? Do the 
pro forma disclosures in Form 8-K sufficiently substitute for this 
specific line item, despite the differences in timing discussed above?
11. Segments
    Item 101(b) of Regulation S-K \196\ requires disclosure of segment 
financial information, restatement of prior periods when reportable 
segments change, and discussion of interim segment performance that may 
not be indicative of current or future operations. U.S. GAAP \197\ and 
Item 303(b) of Regulation S-K \198\ require

[[Page 51623]]

similar disclosures. In fact, Item 101(b) explicitly permits issuers to 
cross-reference between the notes to the financial statements and the 
description of business to avoid duplicative disclosures about 
segments. We, therefore, propose to delete Item 101(b). We note that 
because these disclosures (or the cross-reference to the notes to the 
financial statements) are located in the business section of the 
filing, while the corresponding disclosures are in the notes to the 
financial statements, their elimination gives rise to Disclosure 
Location--Prominence Considerations.
---------------------------------------------------------------------------

    \196\ 17 CFR 229.101(b).
    \197\ See ASC 280-10-50-22, ASC 280-10-50-34, and ASC 280-10-50-
35.
    \198\ 17 CFR 229.303(b). Specifically, Instruction 4 of Item 
303(b) of Regulation S-K, which addresses interim periods, requires 
that the registrant's discussion of material changes in results of 
operations shall identify any significant elements of the 
registrant's income or loss from continuing operations which do not 
arise from or are not necessarily representative of the registrant's 
ongoing business. The introduction paragraph to Item 303(b) also 
states that the interim discussion and analysis shall include a 
discussion of material changes in those items specifically listed in 
paragraph (a) of the Item. Since paragraph (a) indicates that where 
in a registrant's judgment a discussion of segment information or of 
other subdivisions of the registrant's business would be appropriate 
to an understanding of such business, the discussion shall focus on 
each relevant, reportable segment or other subdivision of the 
business and on the registrant as a whole, the requirement in Item 
101(b)(2) of Regulation S-K is duplicative of Item 303 requirements.
---------------------------------------------------------------------------

    Regulation A issuers are similarly required to cross-reference to 
their segment disclosures under U.S. GAAP or IFRS.\199\ We also propose 
to delete Item 7(b) of Form 1-A. We note that because the cross-
reference to the notes to the financial statements is located in the 
business section of the filing, while the corresponding disclosures are 
in the notes to the financial statements, its elimination also gives 
rise to Disclosure Location--Prominence Considerations.
---------------------------------------------------------------------------

    \199\ See Item 7(b) of Form 1-A.
---------------------------------------------------------------------------

12. Geographic Areas \200\
---------------------------------------------------------------------------

    \200\ Please refer to the related discussion in section III.D.3.
---------------------------------------------------------------------------

a. Financial Information
    Regulation S-K \201\ requires disclosure of financial information 
by geographic area. U.S. GAAP requires similar disclosures.\202\ In 
fact, Item 101(d)(2) explicitly permits issuers to cross-reference 
between the notes to the financial statements and the description of 
business to avoid duplicative disclosures about geographic areas. We, 
therefore, propose to delete Item 101(d)(1) and Item 101(d)(2).\203\ We 
note that because these disclosures (or the cross-reference to the 
notes to the financial statements) are located in the business section 
of the filing, while the corresponding disclosures are in the notes to 
the financial statements, their elimination gives rise to Disclosure 
Location--Prominence Considerations.
---------------------------------------------------------------------------

    \201\ 17 CFR 229.101(d)(1) and 17 CFR 229.101(d)(2).
    \202\ See ASC 280-10-50-41.
    \203\ Two commenters on the Disclosure Effectiveness Initiative 
recommended that Item 101(d)(1) and Item 101(d)(2) be deleted given 
the overlap with ASC 280. See letters from the Disclosure 
Effectiveness Working Group of the Federal Regulation of Securities 
Committee and the Law & Accounting Committee of the American Bar 
Association (``ABA'') (Mar. 6, 2015) and Center for Capital Markets 
Competitiveness, U.S. Chamber of Commerce (``CCMC'') (July 29, 
2014).
---------------------------------------------------------------------------

b. Risks and Dependence
    Item 101(d)(3) of Regulation S-K requires disclosures of any risks 
associated with an issuer's foreign operations and any segment's 
dependence on foreign operations. We believe that Item 101(d)(3) 
requires disclosures that are largely encompassed by the disclosures 
that result from compliance with other parts of Regulation S-K. 
Specifically, Item 503(c) of Regulation S-K requires disclosure of 
significant risk factors. Although Item 101(d)(3) is more expansive 
than Item 503(c) in its requirement to disclose ``any'' risk, rather 
than ``significant'' risk factors, we believe that disclosure of 
``significant'' risk factors provides appropriate disclosure to 
investors and disclosure of ``any'' risk is not necessary.
    In addition, Item 303(a) of Regulation S-K requires disclosure of 
trends and uncertainties by segment, if appropriate to an understanding 
of the issuer as a whole, which would include disclosure of a segment's 
dependence on foreign operations.\204\ We, therefore, propose to delete 
Item 101(d)(3).\205\ We note that because these disclosures are located 
in the business section of the filing, while the corresponding 
disclosures are in the risk factors and management's discussion and 
analysis (``MD&A'') sections, their elimination gives rise to 
Disclosure Location--Prominence Considerations.
---------------------------------------------------------------------------

    \204\ The proposed amendment to add a reference to ``geographic 
areas'' to Item 303(a), as discussed in section III.D.3, would also 
help ensure disclosure of a segment's dependence on foreign 
operations.
    \205\ One commenter on the Disclosure Effectiveness Initiative 
observed that material disclosures about geographic areas would 
already be provided under Item 303 of Regulation S-K. See letter 
from CCMC (July 29, 2014).
---------------------------------------------------------------------------

Request for Comment
    37. Would deletion of the requirements in Item 101(d)(3) affect, in 
any material respect, the usefulness of information that investors 
receive? If so, how?
13. Seasonality
    Regulation S-K \206\ and U.S. GAAP \207\ both require disclosures 
about seasonality. As discussed below, we believe that these provisions 
in Instruction 5 to Item 303(b) (``Instruction 5'') and Item 
101(c)(1)(v) require disclosures that convey reasonably similar 
information as the disclosures that result from compliance with U.S. 
GAAP and other parts of Regulation S-K, in combination.
---------------------------------------------------------------------------

    \206\ See Instruction 5 to Item 303(b) of Regulation S-K. This 
disclosure is required where the effect is material. See also Item 
101(c)(1)(v) [17 CFR 229.101(c)(1)(v)] of Regulation S-K.
    \207\ See ASC 270-10-45-11.
---------------------------------------------------------------------------

a. Interim Disclosures
    Instruction 5 and U.S. GAAP both require disclosures about 
seasonality in interim periods. Accordingly, we propose to delete 
Instruction 5. We note that because U.S. GAAP requires seasonality 
disclosures in the financial statements, whereas Instruction 5 requires 
disclosure in MD&A, its elimination gives rise to Disclosure Location--
Prominence Considerations. With the proposed amendments, issuers may 
also be less willing to voluntarily supplement the required disclosures 
in the notes to the financial statements with forward-looking 
information because note disclosures are not subject to safe harbor 
protections under the PSLRA.
Request for Comment
    38. Would the unavailability of the PSLRA safe harbor in this 
instance affect issuers or investors? If so, how? What disclosures, if 
any, are currently provided to voluntarily supplement the required 
disclosures above? Would issuers cease to provide these voluntary 
disclosures if we delete Instruction 5? If so, would such a change 
affect the information available to investors?
b. Annual Disclosures
    Item 101(c)(1)(v) requires annual seasonality disclosure. 
Seasonality, by definition, relates to variations within annual 
periods, so the effects of seasonality are not evident in annual 
financial statements. We, therefore, believe that interim seasonality 
disclosures required under U.S. GAAP, as discussed above, are more 
useful to investors than annual seasonality disclosures.
    Item 101(c)(1)(v), unlike U.S. GAAP, incrementally requires 
seasonality disclosure at the segment level, to the extent material to 
an understanding of the business as a whole. However, Item 303(b) of 
Regulation S-K requires disclosure of results of operations, liquidity, 
and capital resources in interim periods at the segment level, when 
appropriate to an understanding of the business.\208\ Accordingly, we

[[Page 51624]]

believe Item 303(b), in conjunction with U.S. GAAP, would result in 
reasonably similar disclosures as Item 101(c)(1)(v) about the effects 
of seasonality on an issuer's financial statements at the segment 
level, if material and appropriate to an understanding of the business.
---------------------------------------------------------------------------

    \208\ Specifically, Item 303(b) requires discussion of material 
changes in the items listed in Item 303(a). Item 303(a) requires 
discussion at the reportable segment level where appropriate to an 
understanding of the business.
---------------------------------------------------------------------------

    Based on the foregoing, we propose to delete Item 101(c)(1)(v). We 
note that because these disclosures are located in the business section 
and MD&A, while the corresponding disclosures are in MD&A and the notes 
to the financial statements, their elimination gives rise to Disclosure 
Location--Prominence Considerations. With the proposed amendments, 
issuers may also be less willing to voluntarily supplement the required 
disclosures in the notes to the financial statements with forward-
looking information because note disclosures are not subject to safe 
harbor protections under the PSLRA.
Request for Comment
    39. Would deletion of the requirements in Item 101(c)(1)(v) affect, 
in any material respect, the usefulness of information that investors 
receive? If so, how?
    40. Would the unavailability of the PSLRA safe harbor in this 
instance affect issuers or investors? If so, how? What disclosures, if 
any, are currently provided to voluntarily supplement the required 
disclosures above? Would issuers cease to provide these voluntary 
disclosures if we delete Item 101(c)(1)(v)? If so, would such a change 
affect the information available to investors?
14. Research and Development Activities
a. Domestic Issuers
    Regulation S-K requires disclosures, if material, of the amount 
spent on research and development activities for all years 
presented.\209\ Although Regulation S-K uses terms that differ from 
U.S. GAAP,\210\ we believe U.S. GAAP results in reasonably similar 
disclosures as this requirement.
---------------------------------------------------------------------------

    \209\ See Item 101(c)(1)(xi) of Regulation S-K for non-SRCs and 
Item 101(h)(4)(x) of Regulation S-K for SRCs. Item 101(c)(1)(xi) 
only requires this disclosure by non-SRCs if material.
    \210\ See ASC 730-10-50-1 and ASC 730-20-50-1.
---------------------------------------------------------------------------

    First, Regulation S-K refers to the ``amount spent,'' while U.S. 
GAAP refers to ``costs charged to expense'' or ``costs incurred.'' We 
note, however, that the Regulation S-K adopting release used the term 
``expense'' when discussing this requirement.\211\
---------------------------------------------------------------------------

    \211\ See Adoption of Disclosure Regulation and Amendments of 
Disclosure Forms and Rules, Release No. 33-5893 (Dec. 23, 1977) [42 
FR 65554].
---------------------------------------------------------------------------

    Regulation S-K also uses the term ``company-sponsored,'' but U.S. 
GAAP does not. However, the Regulation S-K adopting release specified 
that the amount of company-sponsored research and development expenses 
to be disclosed should be determined in accordance with U.S. GAAP, 
suggesting no difference in scope was intended.\212\
---------------------------------------------------------------------------

    \212\ Id.
---------------------------------------------------------------------------

    In addition, Regulation S-K refers to ``customer-sponsored'' 
research and development activities, while U.S. GAAP refers to 
``research and development performed on behalf of others.'' Because 
U.S. GAAP is broader in its reference to all other parties, rather than 
only customers, the disclosures required by U.S. GAAP would encompass 
those required by Regulation S-K.
    Further, Item 101(c)(1)(xi) only refers to customer-sponsored 
``research activities'' rather than research and development 
activities. However, we do not believe this difference is substantive 
because Item 101(h)(4)(x) refers to ``research and development 
activities'' and it was intended to ``parallel'' Item 
101(c)(1)(xi).\213\
---------------------------------------------------------------------------

    \213\ See Small Business Initiatives, Release No. 33-6949, (Jul. 
30, 1992) [57 FR 36442].
---------------------------------------------------------------------------

    Based on the foregoing, we propose to delete Item 101(c)(1)(xi) of 
Regulation S-K and Item 101(h)(4)(x) of Regulation S-K. We note that 
because the Item 101(c)(1)(xi) disclosures are located in the business 
section of the filing, while the corresponding disclosures are in the 
notes to the financial statements, their elimination gives rise to 
Disclosure Location--Prominence Considerations. With the proposed 
amendments, issuers may also be less willing to voluntarily supplement 
the required disclosures in the notes to the financial statements with 
forward-looking information because note disclosures are not subject to 
safe harbor protections under the PSLRA.
Request for Comment
    41. Would deletion of the requirements in Item 101(c)(1)(xi) and 
Item 101(h)(4)(x) affect, in any material respect, the usefulness of 
information that investors receive? If so, how?
    42. Would the unavailability of the PSLRA safe harbor in this 
instance affect issuers or investors? If so, how? What disclosures, if 
any, are currently provided to voluntarily supplement the required 
disclosures above? Would issuers cease to provide these voluntary 
disclosures if we delete Item 101(c)(1)(xi) and Item 101(h)(4)(x)? If 
so, would such a change affect the information available to investors?
b. Foreign Private Issuers
    Item 5.C of Form 20-F requires foreign private issuers to describe 
their research and development policies, where significant, and 
disclose the amount spent on company-sponsored research and development 
activities. We propose to delete the requirement to disclose the amount 
spent, as foreign private issuers are already required to disclose the 
amount of research and development expenses in the notes to the 
financial statements.\214\ We note that, in certain circumstances, IFRS 
requires amounts spent on development be capitalized as an intangible 
asset, instead of expensed.\215\ However, although Commission 
disclosure requirements use terms different from IFRS, for the same 
reasons discussed above about differences between Commission disclosure 
requirements and U.S. GAAP terminology, we believe IFRS results in 
reasonably similar disclosures as this requirement. We also note that 
because the Item 5.C disclosures are located in the operating and 
financial review and prospects section of Form 20-F, while the 
corresponding disclosures are in the notes to the financial statements, 
their elimination gives rise to Disclosure Location--Prominence 
Considerations. With the proposed amendments, issuers may also be less 
willing to voluntarily supplement the required disclosures in the notes 
to the financial statements with forward-looking information because 
note disclosures are not subject to safe harbor protections under the 
PSLRA.
---------------------------------------------------------------------------

    \214\ Paragraph 126 of IAS 38, Intangible Assets, requires 
foreign private issuers that report under IFRS to disclose the 
aggregate amount of research and development expenses in the notes 
to their financial statements. Foreign private issuers that report 
under U.S. GAAP or Another Comprehensive Body of Accounting 
Principles with a reconciliation to U.S. GAAP are also required to 
disclose the amount of research and development expenses in the 
notes to their financial statements, as discussed above.
    \215\ See paragraph 57 of IAS 38, Intangible Assets.
---------------------------------------------------------------------------

Request for Comment
    43. Does the requirement in Item 5.C of Form 20-F to disclose the 
amount spent on company-sponsored research and development activities 
result in reasonably similar disclosure as IFRS, which requires 
disclosure of research and development expense?
    44. Would deletion of the above requirements in Item 5.C of Form 
20-F affect, in any material respect, the

[[Page 51625]]

usefulness of information that investors receive? If so, how?
    45. Would the unavailability of the PSLRA safe harbor in this 
instance affect issuers or investors? If so, how? What disclosures, if 
any, are currently provided to voluntarily supplement the required 
disclosures above? Would issuers cease to provide these voluntary 
disclosures if we delete the above requirement in Item 5.C of Form 20-
F? If so, would such a change affect, in any material respect, the 
usefulness of the information that investors receive?
c. Regulation A Issuers
    Form 1-A requires Regulation A issuers to disclose, if material, 
the amount spent on research and development activities for all years 
presented.\216\ This requirement is based on the requirement in 
Regulation S-K. Accordingly, Regulation A issuers that report under 
either U.S. GAAP or IFRS will provide substantially the same 
information in the notes to their financial statements, as described 
above. We, therefore, propose to delete Item 7(a)(1)(iii) of Form 1-A. 
We note that because the Item 7(a)(1)(iii) disclosures are located in 
the business section of Form 1-A, while the corresponding disclosures 
are in the notes to the financial statements, their elimination gives 
rise to Disclosure Location--Prominence Considerations. With the 
proposed amendments, issuers may also be less willing to voluntarily 
supplement the required disclosures in the notes to the financial 
statements with forward-looking information because note disclosures 
are not subject to safe harbor protections under the PSLRA.
---------------------------------------------------------------------------

    \216\ Item 7(a)(1)(iii) of Form 1-A.
---------------------------------------------------------------------------

Request for Comment
    46. Would deletion of Item 7(a)(1)(iii) of Form 1-A affect, in any 
material respect, the usefulness of information that investors receive? 
If so, how?
    47. Would the unavailability of the PSLRA safe harbor in this 
instance affect issuers or investors? If so, how? What disclosures, if 
any, are currently provided to voluntarily supplement the required 
disclosures above? Would issuers cease to provide these voluntary 
disclosures if we delete Item 7(a)(1)(iii) of Form 1-A? If so, would 
such a change affect, in any material respect, the usefulness of the 
information that investors receive?
15. Warrants, Rights, and Convertible Instruments \217\
---------------------------------------------------------------------------

    \217\ Please refer to the related discussion in section II.B.5.
---------------------------------------------------------------------------

    Regulation S-K requires disclosure on Form S-1 or Form 10 of the 
amount of common equity subject to outstanding options, warrants, or 
convertible securities, when the class of common equity has no 
established United States public trading market.\218\ U.S. GAAP more 
broadly requires disclosure of the terms of significant contracts to 
issue additional shares, the number of shares authorized for certain 
equity awards,\219\ and, in the calculation of diluted earnings per 
share, the weighted-average incremental shares that would be issued 
from the assumed exercise or conversion of options, warrants, and 
convertible securities.\220\ As such, we propose to delete Item 
201(a)(2)(i) of Regulation S-K. We note that because Item 201(a)(2)(i) 
disclosures are located with related information about the potential 
dilution of equity for which there is no established United States 
public trading market, such as the amount of common equity that is 
being publicly offered which could have a material effect on the market 
price of the issuer's common equity, while the corresponding 
disclosures are in the notes to the financial statements, the proposed 
amendments give rise to Disclosure Location--Prominence Considerations.
---------------------------------------------------------------------------

    \218\ 17 CFR 229.201(a)(2)(i).
    \219\ ASC 470-20-50, ASC 505-10-50-3, ASC 505-50-50-1, ASC 718-
10-50-1, ASC 718-10-50-2, and ASC 815-40-50-5.
    \220\ ASC 260-10-50. U.S. GAAP also requires disclosure of 
amounts not included in the calculation of diluted earnings per 
share because exercise or conversion of the securities would have 
had an antidilutive effect in the period. In aggregate, these 
amounts may be similar to, but not the same as, those required by 
Item 201(a)(2)(i) of Regulation S-K, as U.S. GAAP determines the 
incremental shares as a weighted average based on the period 
outstanding during the year and assumes that cash received from the 
assumed exercise or conversion is used to repurchase outstanding 
shares.
---------------------------------------------------------------------------

Request for Comment
    48. Would deletion of Item 201(a)(2)(i) affect, in any material 
respect, the usefulness of information that investors receive? If so, 
how?
16. Dividends
    Item 201(c)(1) of Regulation S-K \221\ requires disclosure of the 
frequency and amount of cash dividends declared for the two most recent 
fiscal years and any subsequent interim period. Rule 3-04 of Regulation 
S-X requires annual disclosure of the amount of dividends per share and 
in the aggregate for each class of shares and changes in stockholders' 
equity for each period for which an income statement is required to be 
filed, but does not apply to interim periods. We propose to add 
requirements to Rule 8-03 and Rule 10-01 to mandate that Rule 3-04 be 
applied to interim periods. These proposed amendments would provide 
disclosure of the amount of dividends in interim periods, similar to 
Item 201(c)(1). In addition, the frequency of dividends would be 
evident from this disclosure.\222\
---------------------------------------------------------------------------

    \221\ 17 CFR 229.201(c)(1).
    \222\ These proposed amendments also address certain 
inconsistencies between Rule 3-04 of Regulation S-X [17 CFR 210.3-
04] and U.S. GAAP and may create some additional burdens for 
issuers, as discussed in section V.B.5.
---------------------------------------------------------------------------

    Based on the foregoing, we propose to delete the requirement in 
Item 201(c)(1) to disclose the frequency and amount of cash dividends 
declared. We also propose to delete the reference to dividends in 
Instruction 2 to Item 201 to conform to the deletion of Item 
201(c)(1).\223\
---------------------------------------------------------------------------

    \223\ Three commenters on the Disclosure Effectiveness 
Initiative stated that the requirement to disclose the frequency and 
amount of dividends pursuant to Item 201(c)(1) are unnecessary and 
proposed its elimination. See letters from ABA (Mar. 6, 2015), CCMC 
(July 29, 2014), and Standards & Financial Market Integrity 
Division, CFA Institute (``CFA Institute'') (Nov. 12, 2014). One 
commenter on the Disclosure Effectiveness Initiative recommended 
more transparency in the disclosure of dividends, observing ``[t]oo 
often these amounts are deliberately buried in financial statements 
that many small investors cannot read.'' See letter from Rosann 
Balfour (Sept. 27, 2015).
---------------------------------------------------------------------------

    Extending Rule 3-04 disclosures to interim periods may create some 
additional burden for issuers. However, we expect this burden would be 
minimal, as the required information is already available from the 
preparation of the interim financial statements.\224\ In addition, we 
note that because disclosures required by Regulation S-K are located 
with related information about dividends and other stockholder matters, 
while the corresponding disclosures are in the notes to the financial 
statements, the proposed amendments give rise to Disclosure Location--
Prominence Considerations. With the proposed amendments, issuers may 
also be less willing to voluntarily supplement the required disclosures 
in the notes to the financial statements with forward-looking 
information because note disclosures are not subject to safe harbor 
protections under the PSLRA.
---------------------------------------------------------------------------

    \224\ Please refer to further discussion of the potential 
additional burden and request for comment in section V.B.5.
---------------------------------------------------------------------------

Request for Comment
    49. Would deletion of Item 201(c)(1) affect, in any material 
respect, the

[[Page 51626]]

usefulness of information that investors receive? If so, how?
    50. Would the unavailability of the PSLRA safe harbor in this 
instance affect issuers or investors? If so, how? What disclosures, if 
any, are currently provided to voluntarily supplement the required 
disclosures above? Would issuers cease to provide these voluntary 
disclosures if we delete Item 201(c)(1)? If so, would such a change 
affect the information available to investors?
17. Equity Compensation Plans
    Regulation S-K prescribes the form and content for the disclosure 
of existing equity compensation plans with equity securities authorized 
for issuance.\225\ This information is currently required in Part III 
of Form 10-K,\226\ Item 11 of Form S-1, Item 9 of Form 10, and Item 10 
of Schedule 14A.\227\ In 2004, the FASB issued SFAS No. 123 (revised 
2004), Share-Based Payment (``SFAS No. 123R''), which resulted in 
disclosures that overlap with Item 201(d).\228\
---------------------------------------------------------------------------

    \225\ See Item 201(d) of Regulation S-K [17 CFR 229.201(d)].
    \226\ There was previously uncertainty regarding whether this 
disclosure should appear both in Part II, Item 5 and Part III, Item 
12 of Form 10-K. The staff of the Division Corporation Finance has 
provided guidance to clarify that the general reference to Item 201 
of Regulation S-K in Part II, Item 5 does not include Item 201(d). 
Issuers therefore provide the Item 201(d) disclosure in response to 
Part III, Item 12, which specifically references Item 201(d). See 
Division of Corporation Finance CD&I 106.01 available at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm. As with any 
staff guidance referenced in this release, the views of the staff 
are not rules or interpretations of the Commission. The Commission 
has neither approved nor disapproved the views of the staff.
    \227\ 17 CFR 240.14a-101. Item 1 of Schedule 14C [17 CFR 
240.14c-101] also requires inclusion of the information that would 
have been provided in a Schedule 14A if proxies were being solicited 
even though consents are not being solicited by the information 
statement.
    \228\ See ASC 718-10-50-1 to 4. Additionally, ASC 505-50-50-1 
requires similar disclosure when share based payments are made to 
non-employees.
---------------------------------------------------------------------------

    Regulation S-K incrementally requires: (1) For options, warrants, 
or rights assumed in a business combination, disclosure of the number 
of securities to be issued upon exercise and the weighted-average 
exercise price \229\ and (2) disclosure of any formula for calculating 
the number of securities available for issuance under the plan.\230\ 
Item 201(d) further provides instructions about the aggregation of 
equity compensation plan disclosures. Although these requirements and 
instruments are not explicitly contained in U.S. GAAP, we believe that 
the U.S. GAAP requirement to provide disclosures to enable investors to 
understand the nature and terms of equity compensation arrangements and 
the potential effects of those arrangements on shareholders \231\ would 
results in reasonably similar disclosures.
---------------------------------------------------------------------------

    \229\ See Instruction 5 to Item 201(d).
    \230\ See Instruction 8 to Item 201(d).
    \231\ ASC 718-10-50-1a.
---------------------------------------------------------------------------

    Regulation S-K also incrementally requires disaggregation of 
information between equity compensation plans approved by security 
holders and those not approved by security holders. The Commission 
adopted these requirements in 2001 \232\ before the major national 
securities exchanges required listed issuers to have, with limited 
exceptions, shareholder approved plans.\233\ Because the major 
exchanges \234\ now have such requirements, we believe disaggregation 
of the disclosures about the plans in this manner is no longer useful 
to investors.\235\
---------------------------------------------------------------------------

    \232\ See Disclosure of Equity Compensation Plan Information, 
Release No. 33-8048 (Dec. 21, 2001) [67 FR 232], available at 
https://www.sec.gov/rules/final/33-8048.htm.
    \233\ For example, the New York Stock Exchange (``NYSE'') 
listing standard does not require shareholder approval of employment 
inducement awards, certain grants, plans and amendments in the 
context of mergers and acquisitions, and certain other specific 
types of plans. See Self-Regulatory Organizations; New York Stock 
Exchange, Inc. and National Association of Securities Dealers, Inc.; 
Order Approving NYSE and Nasdaq Proposed Rule Changes and Nasdaq 
Amendment No. 1 and Notice of Filing and Order Granting Accelerated 
Approval to NYSE Amendments No. 1 and 2 and Nasdaq Amendments No. 2 
and 3 Thereto Relating to Equity Compensation Plans, Release No. 34-
48108 (June 30, 2003). See also New York Stock Exchange, Listed 
Company Manual Sec.  303A.08; Nasdaq Listing Rule 5635(c) and IM-
5635-1; American Stock Exchange Rulemaking Re: Shareholder Approval 
of Stock Option Plans and Other Equity Compensation Arrangements, 
Release No. 34-48610 (Oct. 9, 2003); and NYSE MKT Company Guide 
Sec.  711.
    \234\ We refer to the NYSE, NYSE MKT, and Nasdaq as the major 
exchanges. The majority of domestic issuers, representing 
substantially all domestic issuer market capitalization, is listed 
on one of the major exchanges.
    \235\ One commenter on the Disclosure Effectiveness Initiative 
recommended that Item 201(d)(3), which requires the material 
features of non-shareholder approved equity compensation plans, be 
deleted, noting that such plans are either not material or covered 
by other disclosure requirements. See letter from ABA (Mar. 6, 
2015).
---------------------------------------------------------------------------

    Based on the foregoing, we propose to delete Item 201(d) and the 
references to it in Part III of Form 10-K and Item 10(c) of Schedule 
14A.\236\ These proposed amendments would not affect the disclosures 
related to new plans or modifications of existing plans subject to 
shareholder action.\237\ We note that because disclosures required by 
Item 201(d) are located with related information about the issuer's 
common equity and related stockholder matters, while the corresponding 
disclosures are in the notes to the financial statements, the proposed 
amendments give rise to Disclosure Location--Prominence Considerations. 
In particular, as a result of the proposed amendments, Item 201(d) 
disclosures would no longer be provided in Schedule 14A \238\ alongside 
information on equity compensation plans subject to security holder 
action; rather, investors would obtain that information from the notes 
to the financial statements in the separate Form 10-K filing. With the 
proposed amendments, issuers may also be less willing to voluntarily 
supplement the required disclosures in the notes to the financial 
statements with forward-looking information because note disclosures 
are not subject to safe harbor protections under the PSLRA.
---------------------------------------------------------------------------

    \236\ Because Form S-1 and Form 10 contain a general reference 
to Item 201, rather than a specific reference to Item 201(d), no 
amendment to these forms is necessary.
    \237\ See Items 10(a), 10(b), and the Instructions to 10(c) of 
Schedule 14A.
    \238\ The proposal to delete the Item 201(d) requirements from 
Schedule 14A would also result in such information being omitted 
from information statements filed on Schedule 14C disclosing 
adoption of an equity compensation plan when shareholder consents 
are not being solicited.
---------------------------------------------------------------------------

Request for Comment
    51. Would deletion of Item 201(d) affect, in any material respect, 
the usefulness of information that investors receive? If so, how?
    52. Would the unavailability of the PSLRA safe harbor in this 
instance affect issuers or investors? If so, how? What disclosures, if 
any, are currently provided to voluntarily supplement the required 
disclosures above? Would issuers cease to provide these voluntary 
disclosures if we delete Item 201(d)? If so, would such a change affect 
the information available to investors?
    53. Non-listed issuers and, in limited circumstances, listed 
issuers,\239\ are not required to have shareholder approved plans. 
Should we retain the requirements in Item 201(d) for these situations? 
Why or why not?
---------------------------------------------------------------------------

    \239\ See, e.g., supra note 233.
---------------------------------------------------------------------------

18. Ratio of Earnings to Fixed Charges
    Regulation S-K requires issuers that register debt securities to 
disclose the historical and pro forma ratios of earnings to fixed 
charges.\240\ Regulation S-K also requires issuers that register 
preference equity securities to disclose the historical and pro forma 
ratio of combined fixed charges and preference dividends to earnings 
(collectively, ``ratio of earnings to fixed charges'').\241\ Regulation 
S-K further requires the

[[Page 51627]]

filing of an exhibit setting forth the computation of any ratio of 
earnings to fixed charges.\242\ These requirements only apply to non-
SRCs.\243\ In addition, Instruction 7 to ``Instructions as to 
Exhibits'' of Form 20-F requires foreign private issuers to disclose 
how any ratio of earnings to fixed charges presented in the filing was 
calculated. As discussed further below, U.S. GAAP and IFRS require 
disclosure of many of the components of this ratio, as well as 
information from which other ratios that convey reasonably similar 
information about an issuer's ability to meet its financial obligations 
may be computed.
---------------------------------------------------------------------------

    \240\ See Item 503(d) [17 CFR 229.503(d)] and Item 1010(a)(3) 
[17 CFR 229.1010(a)(3)] of Regulation M-A.
    \241\ See id.
    \242\ 17 CFR 229.601(b)(12).
    \243\ See Item 503(e) [17 CFR 229.503(e)] and Item 601(c) [17 
CFR 229.601(c)] of Regulation S-K.
---------------------------------------------------------------------------

    The Commission first adopted the requirement to present a ratio of 
earnings to fixed charges in 1954 in connection with the adoption of 
Form S-9, a short-form registration statement for registration of non-
convertible, fixed-interest debt.\244\ An issuer was required to have a 
minimum coverage ratio before it was permitted to use Form S-9. To 
demonstrate eligibility, the issuer was required to disclose the ratio 
in its filing. The Commission rescinded Form S-9 in 1976. However, the 
Commission added a requirement to disclose the ratio in certain other 
forms, although use of those forms was not contingent upon a minimum 
coverage ratio.\245\
---------------------------------------------------------------------------

    \244\ See Registration Statement, Release No. 33-3509, (Jul. 21, 
1954) [19 FR 4630].
    \245\ See, e.g., Forms S-1, S-3, S-4, F-1, F-3 and F-4.
---------------------------------------------------------------------------

    In 1980, the Commission issued a concept release that requested 
comment on whether the requirements for the presentation of historical 
and pro forma ratios should be retained or deleted.\246\ Responses from 
commenters were mixed with a substantial number of commenters 
supporting retention of the requirement. Although they did not discuss 
specific reasons for their support, commenters ``pointed out the 
disclosure as an analytical tool and a method for showing trends.'' 
\247\
---------------------------------------------------------------------------

    \246\ See Ratio of Earnings to Fixed Charges, Release No. 33-
6196 (Mar. 7, 1980) [45 FR 16498].
    \247\ See Ratio of Earnings to Fixed Charges, Release No. 33-
6285 (Feb. 18, 1981) [46 FR 12757].
---------------------------------------------------------------------------

    However, today, there are a variety of analytical tools available 
to investors that may accomplish a similar objective as the ratio of 
earnings to fixed charges.\248\ This ratio measures the issuer's 
ability to service fixed financing expenses--specifically, interest 
expense, including management's approximation of the portion of rent 
expense that represents interest expense, and preference dividend 
requirements--from earnings. Other ratios that accomplish similar 
objectives include other variations of the ratio of earnings to fixed 
charges,\249\ the interest coverage ratio,\250\ and the debt-service 
coverage ratio,\251\ which can be calculated based on information 
readily available in the financial statements.
---------------------------------------------------------------------------

    \248\ See letter from Ernst & Young (Sept. 11, 2012) on the S-K 
Study, which states that the ratio of earnings to fixed charges 
``appears an anachronism in the age of sophisticated financial 
modeling and analysis, facilitated by the wealth of data available 
from issuer financial statements.'' See also letter from CCMC (July 
29, 2014).
    \249\ Other variations of the ratio of earnings to fixed charges 
include alternative earnings measures such as earnings before 
interest and taxes and alternative fixed charges measures such as 
total lease payments and one-third of lease payments (to approximate 
the interest component in lease payments).
    \250\ The interest coverage ratio is often calculated as 
earnings before interest and taxes divided by interest payments.
    \251\ The debt-service coverage ratio is often calculated as 
operating income divided by total debt service.
---------------------------------------------------------------------------

    Further, the requirement to disclose the ratio of earnings to fixed 
charges, as opposed to the various components (e.g., income, interest 
expense, lease expense) of this ratio that investors may use as 
desired, may place undue emphasis on this particular measure. 
Commenters to the 1980 concept release observed shortcomings in the 
measure, such as the lack of uniformity of computation and the failure 
of the ratio to give effect to principal payments on debt and lease 
obligations.\252\ Unlike other ratios, however, certain components of 
the ratio of earnings to fixed charges, such as the portion of rent 
expense that represents interest \253\ and the amortization of 
capitalized interest, are not readily available elsewhere.
---------------------------------------------------------------------------

    \252\ See Ratio of Earnings to Fixed Charges, supra note 247.
    \253\ In January 2016, the IASB issued IFRS 16, Leases, which is 
effective on January 1, 2019, with early application permitted in 
certain circumstances. Under IFRS 16, interest expense will be 
recognized for all leases with a term of more than 12 months, unless 
the underlying asset is of low value. In February 2016, the FASB 
issued ASU No. 2016-02, Leases (Topic 842) (``ASU No. 2016-02''), 
which is effective for fiscal years beginning after December 15, 
2018, with early application permitted. Under ASU No. 2016-02, 
leases with a term of more than 12 months will be classified into 
one of two types, with one type requiring recognition of an interest 
expense component (a finance lease) and the other type requiring 
recognition of lease expense without separate recognition of 
interest expense (an operating lease). Like IFRS 16, interest 
expense will not be recognized on leases with a term less than 12 
months. Interested parties may still need to estimate the portion of 
lease expense that is viewed to represent interest for operating 
leases in order to determine the components of the ratio of earnings 
to fixed charges, which will be facilitated by disclosure of the 
weighted-average discount rate for operating leases required by ASU 
No. 2016-02.
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    Moreover, while debt agreements may contain fixed charge coverage 
covenants,\254\ debt investors often negotiate contractual agreements 
with issuers to obtain financial information to meet their needs,\255\ 
which may be more relevant and useful than a prescribed disclosure of a 
ratio of earnings to fixed charges. Companies are also required to 
discuss the material impacts of these covenants to the extent that they 
are reasonably likely to limit the company's ability to undertake 
additional financing or are reasonably likely to be breached.\256\
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    \254\ See Gerald T. Nowak P.C., Negotiating the High-Yield 
Indenture, (Feb. 17, 2009), available at http://www.pli.edu/emktg/toolbox/HighYield_Indenture13.pdf (noting that a typical high-yield 
credit agreement might require the debtor to maintain a certain 
level of revenue or a certain ratio of earnings to fixed charges). 
See also Li, Ningzhoung, Performance Measures in Earnings-Based 
Financial Covenants in Debt Contracts, LONDON BUS. SCH. (2011) 
available at http://www.olin.wustl.edu/docs/Faculty/Performance_measures_in_earnings_based_financial_covenants.pdf(noting
 that fixed charge coverage covenants are common in loan documents).
    \255\ See letter from ABA (Mar. 6, 2015), which states: Many of 
[the financial metrics debt investors use to evaluate an issuer's 
financial position and liquidity] are reflected in the measures of 
performance or liquidity that are defined in the issuers' debt 
instruments. For investors in such instruments, a metric that is 
tied to a contractually defined covenant test is more useful than 
the SEC-mandated disclosure. Importantly, our experience is that 
market participants in unregistered debt offerings--initial 
purchasers as well as institutional investors--do not generally 
request or require that the SEC-prescribed ratio of earnings to 
fixed charges be included in the offering document; instead, issuers 
disclose one or more interest coverage ratios or similar financial 
metrics that are calculated with reference to the instruments 
governing the securities being offered.
    \256\ See Commission Guidance Regarding Management's Discussion 
and Analysis of Financial Condition and Results of Operations, 
Release No. 33-8350 (Dec. 19, 2003) [68 FR 75056].
---------------------------------------------------------------------------

    Based on the foregoing, we propose to delete Item 503(d) and Item 
601(b)(12), with conforming revisions to Item 503(e), Item 601(c), the 
Exhibit Table in Item 601, Item 1010(a)(3), Item 1010(b)(2), Item 
1010(c)(4), Item 3 of Form S-1, Item 3 of Form S-3, Item 3 of Form S-4, 
Item 3 of Form S-11, Item 3 of Form F-1, Item 3 of Form F-3, and Item 3 
of Form F-4. We also propose to delete Instruction 7 to ``Instructions 
as to Exhibits'' of Form 20-F.
Request for Comment
    54. As stated above, certain components of the ratio of earnings to 
fixed charges, such as the portion of rent expense that represents 
interest and the amortization of capitalized interest, are not readily 
available elsewhere.
    a. Are there any other components to the ratio of earnings to fixed 
charges that are not readily available in the notes to the financial 
statements?
    b. For the components of the ratio that are not readily available 
in the notes to

[[Page 51628]]

the financial statements, could they be estimated using information in 
the notes to the financial statements? If so, would estimation be 
burdensome for investors? How consistent would these methods and 
estimates be compared to the methods used and amounts estimated by 
issuers?
19. Invitations for Competitive Bids
    Item 601(b)(26) \257\ and Item 512(d) \258\ of Regulation S-K both 
set forth disclosure requirements for competitive bids. However, Item 
601(b)(26) differs from Item 512(d) in that it requires disclosure 
about the invitation of the competitive bid, whereas Item 512(d) 
requires issuers to undertake to distribute prior to opening bids a 
reasonable number of prospectuses and to amend the registration 
statement to reflect the results of the competitive bidding and the 
terms of the reoffering. We do not believe that the Item 601(b)(26) 
disclosure provides additional value to investors because those 
participating in the competitive bid would directly receive the 
invitation and all other investors would have access to the 
registration statement covering the securities offered at competitive 
bidding, as well as the results of the competitive bidding and the 
terms of reoffering. Based on the foregoing, we propose to delete Item 
601(b)(26) and its accompanying reference in the Exhibit Table within 
Item 601.
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    \257\ 17 CFR 229.601(b)(26). Item 601(b)(26) requires that where 
a registration statement covers securities to be offered at 
competitive bidding, any communication that is an invitation for 
competitive bid shall be filed as an exhibit.
    \258\ 17 CFR 229.512(d). Item 512(d) requires an undertaking by 
issuers to provide disclosure not later than the first use of a 
prospectus relating to the securities offered at competitive 
bidding, unless no further public offering and no reoffering of such 
securities is proposed to be made.
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20. Request for Comment
    55. We solicit comment on the foregoing proposed amendments to 
eliminate overlapping requirements. Should any proposed amendments not 
be adopted? Should any proposed amendments be modified? If so, which 
ones and why? Please be as specific as possible for each of the 
proposals on which you provide comments.
    56. Are there other overlapping Commission disclosure requirements 
that: (1) Require disclosures that convey reasonably similar 
information to or are encompassed by the disclosures that result from 
compliance with the overlapping, U.S. GAAP, IFRS, or Commission 
disclosure requirements or (2) require disclosures incremental to other 
U.S. GAAP or Commission disclosure requirements and may no longer be 
useful to investors? If so, what requirements do they overlap with and 
what action, if any, should we take to address the overlap?
D. Overlapping Requirements--Proposed Integrations
    This section discusses Commission disclosure requirements that 
overlap with, but require information incremental to, other Commission 
disclosure requirements. In these cases, we propose to integrate the 
overlapping Commission disclosure requirements.
1. Foreign Currency Restrictions
    If consolidation of foreign subsidiaries is deemed appropriate in 
the presence of foreign currency exchange restrictions, Rule 3A-02(d) 
of Regulation S-X requires disclosure of the effect of foreign 
subsidiaries' currency exchange restrictions upon the consolidated 
financial position and operating results of the issuer and its 
subsidiaries. To streamline Commission disclosure requirements, we 
propose to relocate this requirement to Rule 3-20(b) of Regulation S-
X,\259\ which addresses other currency considerations.
---------------------------------------------------------------------------

    \259\ 17 CFR 210.3-20(b).
---------------------------------------------------------------------------

    Rule 3-20(b), however, applies only to foreign private issuers, 
whereas Rule 3A-02(d) applies to all issuers. To prevent any loss of 
disclosure from the relocation of Rule 3A-02(d) to Rule 3-20(b), we 
propose to delete the reference to foreign private issuers in the title 
of Rule 3-20, which would broaden the scope of Rule 3-20(b) and Rule 3-
20(e) to all issuers.\260\ We do not believe that this expansion of the 
scope would create additional burdens for domestic issuers. Rule 3-
20(b) requires disclosure of easily-accessible information, such as the 
issuer's reporting currency and the currency in which the issuer 
declares dividends. Rule 3-20(e) requires use of the same reporting 
currency for all periods presented. Even though Rule 3-20(e) currently 
applies only to foreign private issuers, Commission staff has 
historically requested issuers to use the same reporting currency for 
all periods presented.\261\
---------------------------------------------------------------------------

    \260\ The remaining paragraphs in Rule 3-20 specify the rule's 
scope, so broadening the title to Rule 3-20 would have no effect on 
the application of these paragraphs.
    \261\ See section 6630.1 of the Division of Corporation 
Finance's Financial Reporting Manual.
---------------------------------------------------------------------------

    Rule 3-20(b) also sets forth requirements for foreign private 
issuers if their reporting currency is not the U.S. dollar. Despite the 
proposed expansion of the scope of Rule 3-20(b) discussed above, we do 
not intend to expand the instances in which a reporting currency other 
than the U.S. dollar would be permitted. We are therefore proposing 
amendments to Rule 3-20(a) to require that a non-foreign private issuer 
present its financial statements in U.S. dollars.
Request for Comment
    57. Would disclosure of the reporting currency and the currency in 
which the issuer declares dividends result in significant burdens or 
costs for issuers? How would the requirement to use the same reporting 
currency for all periods presented affect the burdens and costs for 
issuers?
    58. Foreign issuers that do not meet the definition of ``foreign 
private issuer'' would be required to report in U.S. dollars. Should 
such foreign issuers be permitted to report in a foreign currency?
2. Restrictions on Dividends and Related Items
a. Domestic Issuers
    Commission requirements mandate disclosure about restrictions on 
the payment of dividends and related items in a number of locations:
     Item 201(c)(1) of Regulation S-K requires disclosure of 
restrictions (including restrictions on the ability of issuer's 
subsidiaries to transfer funds to it in the form of cash dividends, 
loans or advances) that currently or are likely to materially limit the 
issuer's ability to pay dividends on its common equity.\262\
---------------------------------------------------------------------------

    \262\ In lieu of disclosures, Item 201(c)(1) permits a cross-
reference to this information in the disclosures required by Item 
303 of Regulation S-K and Regulation S-X.
---------------------------------------------------------------------------

     Rule 4-08(d)(2) of Regulation S-X requires disclosure of 
any restriction upon retained earnings that arises from the fact that 
upon involuntary liquidation the aggregate preferences of the preferred 
shares exceed the par or stated value of such shares.\263\
---------------------------------------------------------------------------

    \263\ 17 CFR 210.4-08(d).
---------------------------------------------------------------------------

     Rule 4-08(e) of Regulation S-X requires disclosure related 
to the most significant restrictions of the issuer's payment of 
dividends.\264\ Rule 4-08(e)(3) also requires, where restricted net 
assets, as defined by the rule, exceed 25 percent of consolidated net 
assets, a description of: (1) The restrictions on the ability of 
subsidiaries to transfer funds to the issuer, and (2) the amount of 
restricted net assets.\265\
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    \264\ 17 CFR 210.4-08(e).
    \265\ 17 CFR 210.4-08(e)(3).
---------------------------------------------------------------------------

    We propose to streamline these disclosure requirements into a 
single requirement for the disclosure of material restrictions on 
dividends and

[[Page 51629]]

related items to which an issuer and its subsidiaries are subject. To 
that end, we propose to: (1) Delete the requirements in Item 201(c)(1) 
and Rule 4-08(d)(2) to disclose restrictions, and (2) revise Rule 4-
08(e)(3) to require the dividend restrictions and related disclosures 
in subparagraphs (i) and (ii) when material, rather than when 
restricted net assets exceed the 25 percent threshold. Doing so would 
give rise to Bright Line Disclosure Threshold Considerations. In 
addition, we note that because disclosures required by Regulation S-K, 
unlike those required by Regulation S-X, may be provided outside of the 
audited financial statements, the proposed amendments give rise to 
Disclosure Location--Financial Statement Considerations.
    Rule 5-04,\266\ Rule 7-05,\267\ and Rule 9-06 \268\ of Regulation 
S-X also refer to the definition of restricted net assets in Rule 4-
08(e)(3) in determining when condensed financial information of the 
issuer (``parent only financial information'') is required to be 
disclosed. We are not changing the requirements in Rules 5-04, 7-05, 
and 9-06 of Regulation S-X for parent only financial information at 
this time. As such, we propose to move the definition of restricted net 
assets in Rule 4-08(e)(3) to a new Rule 1-02(dd) of Regulation S-X and 
make corresponding changes to the cross references in Rules 5-04, 7-05, 
and 9-06.
---------------------------------------------------------------------------

    \266\ 17 CFR 210.5-04.
    \267\ 17 CFR 210.7-05.
    \268\ 17 CFR 210.9-06
---------------------------------------------------------------------------

b. Foreign Private Issuers
    Form 20-F requires disclosure of dividend restrictions, as follows:
     Item 10.F requires disclosure of any dividend 
restrictions.
     Instruction to Item 14.B requires disclosure of any 
limitations on the payment of dividends.
    Foreign private issuers are already required to disclose dividend 
restrictions in the notes to the financial statements. Specifically, 
foreign private issuers that report under U.S. GAAP or Another 
Comprehensive Body of Accounting Principles with a reconciliation to 
U.S. GAAP must comply with Rule 4-08(e), as discussed above. Foreign 
private issuers that report under IFRS must comply with paragraph 
79(a)(v) of IAS 1, Presentation of Financial Statements, which requires 
disclosure of restrictions on the distribution of dividends and the 
repayment of capital for each class of share capital. Item 5.B.1.(b) of 
Form 20-F also requires disclosure of an evaluation of the sources and 
amounts of cash flows, including the nature and extent of any 
restrictions on the ability of subsidiaries to transfer funds to the 
parent and the impact of such restrictions.
    Based on the foregoing, we propose to delete the dividend 
restriction disclosure requirements in Item 10.F and the Instruction to 
Item 14.B of Form 20-F.\269\ We note that because these disclosures, 
unlike those required by IFRS, may be provided outside the audited 
financial statements with related information such as the rights of 
security holders, the proposed amendments give rise to Disclosure 
Location--Prominence Considerations.
---------------------------------------------------------------------------

    \269\ Item 5.B.1(b) of Form 20-F requires disclosure of 
restrictions on a subsidiary's ability to transfer funds to the 
parent in the form of dividends, loans, or advances. Although this 
requirement is similar to Rule 4-08(e), which creates duplication 
for foreign private issuers that report under U.S. GAAP or Another 
Comprehensive Body of Accounting Principles with a reconciliation to 
U.S. GAAP, we do not propose its deletion because IFRS does not 
contain an equivalent requirement for foreign private issuers that 
report under IFRS.
    Item 10.D.2 of Form 20-F requires disclosure of governmental 
laws, decrees, regulations, or other legislation which may affect 
the remittance of dividends, interest, or other payments to 
nonresident securityholders. Although this requirement covers 
dividend restrictions, we also do not propose amendments to it 
because, through its reference to interest and other payments to 
nonresident securityholders, its scope is broader than the 
requirements for the notes to the financial statements.
---------------------------------------------------------------------------

3. Geographic Areas 270
---------------------------------------------------------------------------

    \270\ Please refer to the related discussion in section 
III.C.12.
---------------------------------------------------------------------------

    Item 101(d)(4) of Regulation S-K requires, when interim financial 
statements are presented, a discussion of the facts that indicate the 
three-year financial data for geographic performance may not be 
indicative of current or future operations. This requirement is similar 
to requirements in Instruction 3 to Item 303(a) and Instruction 4 to 
Item 303(b) to identify elements of income which are not necessarily 
indicative of the issuer's ongoing business, except that there is no 
explicit reference to ``geographic areas'' in either item requirement. 
To streamline the requirements in Regulation S-K, we propose to revise 
Item 303 to add an explicit reference to ``geographic areas'' and 
delete Item 101(d)(4).\271\ We note that because these disclosures are 
located in the business section of the filing, while the corresponding 
disclosures are in MD&A, their proposed elimination gives rise to 
Disclosure Location--Prominence Considerations.
---------------------------------------------------------------------------

    \271\ One commenter on the Disclosure Effectiveness Initiative 
observed that material disclosures about geographic areas would 
already be provided under Item 303 of Regulation S-K. See letter 
from CCMC (July 29, 2014).
---------------------------------------------------------------------------

4. Request for Comment
    59. We solicit comment on the foregoing proposed amendments to 
integrate overlapping Commission disclosure requirements. For each 
topic in this section:
    a. Do investors use the disclosures required by the Commission 
disclosure requirement? If so, in what way?
    b. Should any proposed amendments not be made? Should any proposed 
amendments be modified? If so, which ones and why? Please be as 
specific as possible for each of the proposed amendments on which you 
provide comments.
    60. Are there additional Commission disclosure requirements that 
overlap with, but require information incremental to, other Commission 
disclosure requirements? If so, what requirements do they overlap with 
and what action, if any, should we take to address the overlap?
E. Overlapping Requirements--Potential Modifications, Eliminations, or 
FASB Referrals
    This section discusses Commission disclosure requirements that 
overlap with, but require information incremental to, U.S. GAAP for 
which we solicit comment to determine whether to retain, modify, 
eliminate, or refer them to the FASB for potential incorporation into 
U.S. GAAP. The comments received in response to this release may inform 
both potential future Commission rulemaking and FASB standard-setting 
activities. Future amendments to these Commission disclosure 
requirements may depend on the outcome of any FASB standard-setting 
activities to address the Commission disclosure requirements. Our staff 
has discussed these overlapping requirements with the FASB staff.
    Incorporating these overlapping Commission disclosure requirements 
into U.S. GAAP could alleviate any inconsistencies that currently arise 
when the corresponding Commission disclosure requirements are not 
simultaneously amended to conform to U.S. GAAP updates, as discussed in 
section V.A.
    Because U.S. GAAP does not scale disclosure requirements by issuer 
status, incorporation into U.S. GAAP would result in the application of 
some of these requirements to SRCs, as identified below. Incorporation 
into U.S. GAAP would also potentially result in the application of all 
such requirements to Regulation A issuers

[[Page 51630]]

and crowdfunding issuers that report under U.S. GAAP. We solicit 
comment on the costs and benefits of this expanded scope below.
1. REIT Disclosures 272--Tax Status of Distributions
---------------------------------------------------------------------------

    \272\ Please refer to the related discussions in sections 
III.C.1 and V.B.3.
---------------------------------------------------------------------------

    U.S. GAAP requires disclosure of a public entity's tax status.\273\ 
For REITs, in addition to its tax status, Regulation S-X requires 
disclosure in the notes to the financial statements of the tax status 
of distributions per unit, for example as ordinary income, capital 
gain, or return of capital.\274\
---------------------------------------------------------------------------

    \273\ See ASC 740-10-50-16.
    \274\ See Rule 3-15(c) of Regulation S-X.
---------------------------------------------------------------------------

2. Consolidation 275
---------------------------------------------------------------------------

    \275\ Please refer to the related discussion in sections II.B.2, 
III.C.2, and V.B.4.
---------------------------------------------------------------------------

    Although Regulation S-X \276\ and U.S. GAAP \277\ both set forth 
disclosure requirements about consolidation matters, Regulation S-X 
incrementally requires disclosure of material changes in the entities 
included in or excluded from the consolidated financial statements.
---------------------------------------------------------------------------

    \276\ See Rule 3A-03(b) of Regulation S-X.
    \277\ See ASC 810-10-50.
---------------------------------------------------------------------------

3. Discount on Shares
    Regulation S-X \278\ and U.S. GAAP \279\ both set forth 
requirements about the presentation of items in the equity section of 
the financial statements. However, Regulation S-X incrementally 
requires discounts on shares to be presented separately as a deduction 
from the applicable accounts. Discounts on shares may arise, for 
example, from stock issuance costs, which are recognized as a reduction 
in equity.\280\
---------------------------------------------------------------------------

    \278\ See Rule 4-07 of Regulation S-X [17 CFR 210.4-07]. 
Pursuant to Rule 4-02 of Regulation S-X, this separate presentation 
is only required if material.
    \279\ See ASC 505-10-45.
    \280\ See SAB Topic 5:A, Expenses of Offering.
---------------------------------------------------------------------------

4. Assets Subject to Lien
    Regulation S-X \281\ and U.S. GAAP \282\ both require disclosure in 
the notes to the financial statements of assets subject to lien and the 
obligation collateralized for the most recent audited balance sheet 
being filed. However, these U.S. GAAP disclosure requirements only 
apply to certain financial assets (e.g., repurchase agreements or 
securities lending transactions), whereas Rule 4-08(b) applies to all 
assets.
---------------------------------------------------------------------------

    \281\ See Rule 4-08(b) of Regulation S-X [17 CFR 210.4-08(b)].
    \282\ See ASC 860-30-50-1A and ASC 860-30-50-7.
---------------------------------------------------------------------------

5. Obligations 283
---------------------------------------------------------------------------

    \283\ Please refer to the related discussion in section II.B.3. 
We note that the FASB has a project underway on simplifying the 
balance sheet classification of debt that may address these 
disclosures. See http://www.fasb.org/jsp/FASB/FASBContent_C/ProjectUpdatePage&cid=1176164405275.
---------------------------------------------------------------------------

a. Defaults Not Cured
    Regulation S-X requires disclosure in the notes to the financial 
statements of the facts and amounts related to defaults of obligations 
or breaches of covenants that existed at the most recent balance sheet 
date and have not been subsequently cured.\284\ This disclosure 
requirement is incremental to U.S. GAAP, which sets forth 
classification requirements for obligations for which there has been a 
covenant violation \285\ and more limited disclosure requirements.\286\
---------------------------------------------------------------------------

    \284\ See Rule 4-08(c) of Regulation S-X [17 CFR 210.4-08(c)].
    \285\ See ASC 470-10-45-1 and ASC 470-10-45-11.
    \286\ See ASC 470-10-50-2, which requires disclosure of the 
circumstances surrounding a covenant violation in certain 
situations, but not the amount of the obligation.
---------------------------------------------------------------------------

Request for Comment
    61. Item 2.04 of Form 8-K requires disclosure of a triggering event 
that causes the increase or acceleration of a direct financial 
obligation, among other disclosures, if material. In addition, Part II, 
Item 3 of Form 10-Q and Part II, Item 13 of Form 20-F both require 
disclosure of material defaults and the amount of default for debt that 
exceeds 5 percent of total assets. Moreover, Item 303(a)(1) of 
Regulation S-K requires liquidity-related disclosures.\287\ These 
disclosures, unlike those required by Rule 4-08(c), may be provided 
outside the audited financial statements, giving rise to Disclosure 
Location--Financial Statement Considerations. In addition, the 
disclosures under Form 8-K and Form 10-Q are required at different 
times than the annual disclosures required by Rule 4-08(c). In light of 
these requirements in Form 8-K, Form 10-Q, Form 20-F, and Item 
303(a)(1), should the disclosure requirement in Rule 4-08(c) be 
eliminated, rather than retained, modified, or referred to the FASB for 
potential incorporation into U.S. GAAP?
---------------------------------------------------------------------------

    \287\ Item 303(a)(1) requires disclosure of any known demands, 
commitments, events or uncertainties that will result in or that are 
reasonably likely to result in the issuer's liquidity materially 
increasing or decreasing. In addition, if a material deficiency is 
identified, Item 303(a)(1) requires disclosure of the course of 
action that the issuer has taken or proposes to take to remedy the 
deficiency.
---------------------------------------------------------------------------

b. Waived Defaults
    If a default of an obligation exists, but acceleration of the 
obligation has been waived for a period of time, Rule 4-08(c) requires 
disclosure of the amount of the obligation and the period of the 
waiver. This disclosure requirement is incremental to U.S. GAAP, which 
sets forth requirements for when to present debt subject to a covenant 
violation as a current liability on the balance sheet,\288\ but does 
not require disclosure of the amount of the obligation or the period of 
the waiver for all waived defaults.
---------------------------------------------------------------------------

    \288\ See ASC 470-10-45-1 and ASC 470-10-45-11.
---------------------------------------------------------------------------

c. Changes in Obligations
    Regulation S-X \289\ and U.S. GAAP \290\ both require disclosure of 
issuances of debt subsequent to the balance sheet date. However, Rule 
4-08(f) of Regulation S-X incrementally requires disclosure of 
significant changes in the authorized amounts of debt subsequent to the 
latest balance sheet date.
---------------------------------------------------------------------------

    \289\ See Rule 4-08(f) of Regulation S-X.
    \290\ See ASC 855-10-50-2 and ASC 855-10-55-2a.
---------------------------------------------------------------------------

d. Amounts and Terms of Financing Arrangements
    Regulation S-X \291\ and U.S. GAAP \292\ both require certain 
disclosures of an issuer's financing arrangements. However, Regulation 
S-X incrementally requires disclosure, if significant, of the amount 
and terms (including commitment fees and the conditions under which 
lines may be withdrawn) of unused lines of credit for short-term 
financing, the weighted average interest rate on short-term borrowings 
outstanding as of each balance sheet date, and the amount of any lines 
of credit which support a commercial paper borrowing or similar 
arrangement. It also requires similar disclosure of the amount and 
terms (including commitment fees and the conditions under which 
commitments may be withdrawn) of unused commitments for long-term 
financial arrangements.
---------------------------------------------------------------------------

    \291\ See Rule 5-02.19(b) [17 CFR 210.5-02.19(b)], Rule 5-
02.22(b) [17 CFR 210.5-02.22(b)], Rule 6-04.13(b) [17 CFR 210. 6-
04.13(b)], Rule 7-03.16(b) [17 CFR 210.9-03.16(b)], Rule 7-03.16(c) 
[17 CFR 210.7-03.16(c)], Rule 9-03.13(a) [17 CFR 210.9-03.13(a)], 
and Rule 9-03.16 [17 CFR 210.9-03.16] of Regulation S-X.
    \292\ See ASC 470-10-50.
---------------------------------------------------------------------------

6. Preferred Shares
    Regulation S-X \293\ and U.S. GAAP \294\ both require disclosure 
about preferred share preferences in involuntary liquidation. However, 
Regulation S-X

[[Page 51631]]

requires disclosure in more circumstances than U.S. GAAP. Specifically, 
Regulation S-X requires disclosure when preferences are other than par 
or stated value, whereas U.S. GAAP requires disclosure when preferences 
are considerably in excess of par or stated value.
---------------------------------------------------------------------------

    \293\ 17 CFR 210.4-08(d)(1).
    \294\ ASC 505-10-50-4.
---------------------------------------------------------------------------

7. Income Tax Disclosures \295\
---------------------------------------------------------------------------

    \295\ Please refer to the related discussion in sections II.B.4 
and IV.B.2.
---------------------------------------------------------------------------

    Regulation S-X \296\ and U.S. GAAP \297\ both require disclosures 
about income taxes in the notes to the financial statements.\298\ 
However, Rule 4-08(h) includes certain incremental requirements, some 
of which gives rise to Bright Line Disclosure Threshold Considerations.
---------------------------------------------------------------------------

    \296\ See Rule 4-08(h) of Regulation S-X [17 CFR 210.4-08(h)].
    \297\ See ASC 740-10-50.
    \298\ We note that the FASB has an income tax disclosure project 
underway regarding income tax disclosures. See http://www.fasb.org/jsp/FASB/FASBContent_C/ProjectUpdatePage&cid=1176164227426.
---------------------------------------------------------------------------

    Specifically, although U.S. GAAP and Regulation S-X both require 
disclosure of the components of income tax expense, Rule 4-08(h) 
incrementally: (1) Requires disclosure of the amount of domestic and 
foreign pre-tax income and income tax expense, (2) requires 
disaggregation of the foreign component of pre-tax income and income 
tax expense with the domestic component if it exceeds five percent of 
the respective total, and (3) defines ``foreign'' for purposes of this 
disclosure.
    In addition, although U.S. GAAP and Regulation S-X both require a 
reconciliation of the domestic federal statutory tax rate to the 
effective tax rate, Rule 4-08(h) incrementally: (1) Requires 
disaggregation of reconciling items if they individually exceed five 
percent of the amount computed by multiplying pre-tax income by the 
applicable statutory income tax rate, (2) clarifies the statutory tax 
rate to use in the income tax rate reconciliation for foreign issuers, 
and (3) requires, when the statutory tax rate used differs from the 
U.S. federal corporate income tax rate, disclosure of the basis for 
using that rate.
Request for Comment \299\
---------------------------------------------------------------------------

    \299\ The S-K Concept Release also seeks input on updating and 
modernizing our business and financial disclosure requirements, 
including income tax disclosures. See sections IV.A.4 and IV.G.7 of 
the S-K Concept Release.
---------------------------------------------------------------------------

    62. Are there additional income tax disclosures that would be 
useful to investors? Please explain. As discussed above, Rule 4-08(h) 
requires disclosure of the amount of domestic and foreign pre-tax 
income and income tax expense. Would further disaggregation of foreign 
amounts be useful to investors? What, if any, burdens would such 
additional disclosure create for issuers? Issuers are currently 
required to provide foreign amounts. Would there be impediments to 
disaggregating these amounts by material jurisdiction? If so, what are 
the impediments?
8. Related Parties \300\
---------------------------------------------------------------------------

    \300\ Please refer to the related discussion in section II.B.6.
---------------------------------------------------------------------------

    Regulation S-X \301\ and U.S. GAAP \302\ both require the amount of 
related party transactions to be disclosed in the financial statements. 
We note that Rule 4-08(k)(1) incrementally requires that these amounts 
be presented on the face of the financial statements, if material,\303\ 
giving rise to Disclosure Location--Prominence Considerations. In 
addition, in separate financial statements, Rule 4-08(k)(2) 
incrementally requires disclosure of the intercompany profits or losses 
on transactions with related parties that are not eliminated.
---------------------------------------------------------------------------

    \301\ See Rule 4-08(k) of Regulation S-X [17 CFR 210.4-08(k)].
    \302\ See ASC 850-10-50-1.
    \303\ Pursuant to Rule 4-02 of Regulation S-X, this separate 
presentation is only required if material.
---------------------------------------------------------------------------

9. Repurchase and Reverse Repurchase Agreements \304\
---------------------------------------------------------------------------

    \304\ Please refer to the related discussion in section III.C.3.
---------------------------------------------------------------------------

    Regulation S-X \305\ and U.S. GAAP \306\ both set forth 
presentation and disclosure requirements for repurchase and reverse 
repurchase agreements in the financial statements. However, Regulation 
S-X incrementally requires: (1) The liabilities associated with 
repurchase agreements that are separately presented on the balance 
sheet to include accrued interest payable,\307\ (2) disclosure of the 
interest rates associated with certain repurchase liabilities,\308\ (3) 
information about counterparties and agreements with them, where there 
is a concentration of counterparties,\309\ (4) separate presentation on 
the balance sheet of the carrying amount of reverse repurchase 
agreements,\310\ and (5) disclosure of the nature of any provisions to 
ensure that the market value of the underlying assets remains 
sufficient to protect the issuer in the event of counterparty 
default.\311\ Regulation S-X requires these incremental disclosures 
when a specified bright line threshold is met, giving rise to Bright 
Line Disclosure Threshold Considerations.
---------------------------------------------------------------------------

    \305\ See Rule 4-08(m) of Regulation S-X [17 CFR 210.4-08(m)].
    \306\ See ASC 860-30-45-2 and ASC 860-30-50.
    \307\ See Rule 4-08(m)(1)(i) of Regulation S-X.
    \308\ See Rule 4-08(m)(1)(ii)(A)(ii) of Regulation S-X.
    \309\ See Rule 4-08(m)(1)(iii) and Rule 4-08(m)(2)(ii) of 
Regulation S-X.
    \310\ See Rule 4-08(m)(2)(i)(A) of Regulation S-X.
    \311\ See Rule 4-08(m)(2)(i)(B)(2) of Regulation S-X.
---------------------------------------------------------------------------

10. Interim Financial Statements--Computation of Earnings Per Share 
\312\
---------------------------------------------------------------------------

    \312\ Please refer to the related discussion in section II.B.8.
---------------------------------------------------------------------------

    Although Commission disclosure requirements \313\ and U.S. GAAP 
\314\ both require disclosure in the notes to the financial statements 
of the computation of earnings per share, U.S. GAAP does not 
specifically require disclosure of the computation in interim financial 
statements.
---------------------------------------------------------------------------

    \313\ See Rule 10-01(b)(2) of Regulation S-X and Item 601(b)(11) 
of Regulation S-K.
    \314\ See ASC 260-10-50-1.
---------------------------------------------------------------------------

11. Interim Financial Statements--Retroactive Prior Period Adjustments
    Regulation S-X requires disclosure, in interim period financial 
statements, of material retroactive changes to prior period financial 
statements.\315\ Retroactive prior period adjustments arise due to:
---------------------------------------------------------------------------

    \315\ See Rule 8-03(b)(5) and Rule 10-01(b)(7) [17 CFR 210.10-
01(b)(7)] of Regulation S-X. Rule 8-03(b)(5) applies to SRCs and 
Regulation A issuers in a Tier 2 offering that report under U.S. 
GAAP, while Rule 10-01(b)(7) applies to non-SRCs.
---------------------------------------------------------------------------

     Changes in accounting principle, as discussed in sections 
II.B.11 and III.C.8.
     Corrections of errors. Regulation S-X \316\ and U.S. GAAP 
\317\ both require disclosure, in interim financial statements, of the 
effect of a correction of an error on income, income per share, and 
retained earnings.
---------------------------------------------------------------------------

    \316\ Regulation S-X only requires disclosure of the effect of a 
correction of an error on retained earnings for non-SRCs. U.S. GAAP 
requires disclosure of the effect on all financial statement lines 
items, not only income, income per share, and retained earnings.
    \317\ See ASC 250-10-50-7 and ASC 250-10-50-8.
---------------------------------------------------------------------------

     Changes in reporting entities.\318\ Regulation S-X and 
U.S. GAAP \319\ both require disclosure of the effect of changes in 
reporting entities on net income and per share amounts. However, 
Regulation S-X, unlike U.S. GAAP, explicitly requires such disclosures 
in the interim period of change and, for non-SRCs,

[[Page 51632]]

incrementally requires disclosure of the effect on retained earnings.
---------------------------------------------------------------------------

    \318\ Examples of changes in reporting entity include: (1) 
Changes in the specific subsidiaries that comprise the group of 
entities for which consolidated financial statements are presented, 
or (2) changes in the entities included in combined financial 
statements. See FASB ASC Master Glossary.
    \319\ See ASC 250-10-50-6.
---------------------------------------------------------------------------

    Because U.S. GAAP does not scale disclosure requirements by SRC 
status, any incorporation of these requirements into U.S. GAAP would 
result in the application of these requirements to SRCs.
Request for Comment
    63. Would the application of the requirement to disclose the effect 
of retroactive prior period adjustments on retained earnings to SRCs 
result in additional costs? Please discuss any such costs. Would 
investors benefit from such disclosure? Does that affect your view as 
to whether we should refer this requirement to the FASB? If so, how?
12. Interim Financial Statements--Common Control Transactions \320\
---------------------------------------------------------------------------

    \320\ Please refer to the related discussion in section II.B.13.
---------------------------------------------------------------------------

    Regulation S-X \321\ and U.S. GAAP \322\ both set forth accounting 
and disclosure requirements for combinations of entities under common 
control. However, Rule 10-01(b)(3) incrementally requires non-SRCs to 
disclose the separate results of the combined entities for periods 
prior to the combination.\323\ Because U.S. GAAP does not scale 
disclosure requirements by SRC status, any incorporation of these 
requirements into U.S. GAAP would result in the application of these 
requirements to SRCs.
---------------------------------------------------------------------------

    \321\ See Rule 10-01(b)(3) of Regulation S-X.
    \322\ See ASC 805-50-45-1 to 5.
    \323\ Should the FASB revise ASC 250-10-50-6 to address the 
incremental Commission disclosure requirements discussed in section 
III.E.11, such revisions would also address the incremental 
Commission disclosure requirements discussed in this section. 
Specifically, ASC 250-10-50-6 requires disclosure of the effect of a 
change in a reporting entity, of which a combination of entities 
under common control is an example. From this information, an 
investor can determine the separate results of the combined entities 
for periods prior to the combination, as required by Rule 10-
01(b)(3).
    However, as discussed in section III.E.11, ASC 250-10-50-6 does 
not explicitly apply to interim periods, while Rule 10-01(b)(3) 
does. Thus, any revision to U.S. GAAP to apply the provisions of ASC 
250-10-50-6 to interim periods, to address the points raised in 
section E.E.11, would also address the points raised in this 
section.
---------------------------------------------------------------------------

Request for Comment
    64. Would the application of this disclosure requirement to SRCs 
result in additional costs? Please discuss any such costs. Would 
investors benefit from such disclosure? Does that affect your view as 
to whether we should refer this requirement to the FASB? If so, how?
13. Products and Services
    Regulation S-K \324\ and U.S. GAAP \325\ both require disclosure of 
the amount of revenue from products and services. Regulation S-K, 
however, only requires this disclosure for products and services which 
account for 10 percent or more of consolidated revenue in each of the 
last three fiscal years.\326\ U.S. GAAP, on the other hand, requires 
this disclosure for each product or service, or group of similar 
products and services, unless impracticable. We note that because 
disclosures required by Regulation S-K, unlike those required by U.S. 
GAAP, may be provided outside of the audited financial statements, 
these differences give rise to Disclosure Location--Financial 
Disclosure Considerations. These differences also give rise to Bright 
Line Disclosure Threshold Considerations.
---------------------------------------------------------------------------

    \324\ See Item 101(c)(1)(i) of Regulation S-K [17 CFR 
229.101(c)(1)(i)].
    \325\ See ASC 280-10-50-40.
    \326\ If an issuer's revenue does not exceed $50 million, 
Regulation S-K only requires disclosure for products and services 
which accounted for 15 percent or more of consolidated revenue.
---------------------------------------------------------------------------

Request for Comment
    65. Do issuers encounter challenges in disclosing revenue by 
products and services? If so, how significant are these challenges and 
how do issuers overcome these challenges, given that Regulation S-K 
does not provide an impracticability exception?
14. Major Customers
    Regulation S-K \327\ and U.S. GAAP \328\ both require disclosures 
about major customers. However, Regulation S-K is more expansive in its 
requirements and differs from U.S. GAAP in two ways: (1) The threshold 
for disclosure and (2) the requirement to disclose a customer's name in 
certain instances. We note that because disclosures required by 
Regulation S-K, unlike those required by U.S. GAAP, may be provided 
outside of the audited financial statements, these differences give 
rise to Disclosure Location--Financial Disclosure Considerations. These 
differences also give rise to Bright Line Disclosure Threshold 
Considerations.
---------------------------------------------------------------------------

    \327\ See Item101(c)(1)(vii) [17 CFR 229.101(c)(1)(vii)] and 
Item 101(h)(4)(vi) [17 CFR 229.101(h)(4)(vi)] of Regulation S-K. 
Item 101(c)(1)(vii) applies to non-SRCs and Item 101(h)(4)(vi) 
applies to SRCs.
    \328\ See ASC 280-10-50-42.
---------------------------------------------------------------------------

    First, Item 101(c)(1)(vii) of Regulation S-K requires disclosure if 
loss of a customer, or a few customers, would have a material adverse 
effect on a segment. This threshold differs from U.S. GAAP in that it 
is qualitative and focuses on the impact on a segment. In contrast, 
U.S. GAAP requires disclosure, for each customer that comprises 10 
percent or more of total revenue, of that fact. Although the 
requirements for SRCs in Item 101(h)(4)(vi) are more similar to U.S. 
GAAP in that they do not prescribe a segment focus, they also differ 
from U.S. GAAP in that they do not set forth a 10 percent bright line 
test for disclosure.
    Second, Item 101(c)(1)(vii) requires disclosure of the name of any 
customer that represents 10 percent or more of the issuer's revenues 
and whose loss would have a material adverse effect on the issuer.\329\ 
In 1999, the Commission considered deleting this requirement to conform 
to U.S. GAAP. However, the Commission determined to retain this 
requirement, as it continued to believe that the identity of major 
customers is material information to investors and that the disclosure 
allows a reader to better assess risks associated with a particular 
customer, as well as material concentrations of revenues related to 
that customer.\330\
---------------------------------------------------------------------------

    \329\ Item 101(h)(4)(vi) of Regulation S-K does not require 
disclosure of the name of major customers.
    \330\ See Segment Reporting, Release No. 33-7620, (Jan. 5, 1999) 
[64 FR 1728].
---------------------------------------------------------------------------

    Because U.S. GAAP does not scale disclosure requirements by SRC 
status, any incorporation of these requirements into U.S. GAAP would 
result in the application to SRCs of the disclosure threshold and the 
requirement to name a customer in certain instances.
Request for Comment
    66. U.S. GAAP does not require identification of major customers by 
name because many constituents argued in the standard-setting process 
that it could be competitively harmful to either the enterprise or the 
customer.\331\ In what way would such disclosures be competitively 
harmful? Does the fact that the Regulation S-K requirement to identify 
the customer is triggered where the loss would be material, whereas the 
U.S. GAAP disclosure is based on a bright line percentage of revenues, 
affect the determination of whether disclosure would be competitively 
harmful?
---------------------------------------------------------------------------

    \331\ Basis for Conclusions to SFAS No. 14, Financial Reporting 
for Segments of a Business Enterprise, paragraph 89.
---------------------------------------------------------------------------

    67. What would be the impact on SRCs if the disclosure threshold 
discussed above and requirement to disclose a customer's name in 
certain circumstances were to apply to SRCs? Would investors benefit 
from such disclosure? Does any potential impact affect your view as to 
whether we should refer this requirement to the FASB? If so, how?

[[Page 51633]]

15. Legal Proceedings
    U.S. GAAP requires disclosure of loss contingencies.\332\ 
Regulation S-K requires disclosure of certain legal proceedings,\333\ 
which are one type of loss contingency. In practice, to comply with 
Regulation S-K, issuers commonly repeat some or all of the disclosures 
provided in the notes to the financial statements under U.S. GAAP or 
include a cross-reference thereto.
---------------------------------------------------------------------------

    \332\ See ASC 450.
    \333\ See Item 103 of Regulation S-K [17 CFR 229.103].
---------------------------------------------------------------------------

    Three commenters to the Disclosure Effectiveness Initiative 
generally noted similarities between the disclosures required by Item 
103 of Regulation S-K and U.S. GAAP.\334\ One commenter suggested 
removing any overlap between Item 103 and relevant accounting standards 
and financial reporting requirements.\335\ Another commenter encouraged 
the Commission to coordinate with the FASB to determine, generally, 
whether differences between U.S. GAAP and the disclosures required by 
Regulation S-K continue to serve a purpose.\336\
---------------------------------------------------------------------------

    \334\ See letters from CCMC (July 29, 2014); Society of 
Corporate Secretaries and Governance Professionals (``SCSGP'') 
(Sept. 10, 2014); and Shearman & Sterling LLP (``Shearman'') (Nov. 
26, 2014).
    \335\ See letter from CCMC (July 29, 2014).
    \336\ See letter from SCSGP (Sept. 10, 2014).
---------------------------------------------------------------------------

    As further described below, although Item 103 and U.S. GAAP have 
overlapping requirements, they differ in certain respects. 
Incorporation of Item 103 requirements into U.S. GAAP would have 
implications for investors, issuers, and other stakeholders.
    The discussion below is organized as follows:
     Section III.E.15.a identifies differences between Item 103 
and U.S. GAAP.
     Section III.E.15.b discusses the potential consequences of 
incorporating the Item 103 requirements into U.S. GAAP.
     Section III.E.15.c discusses other considerations related 
to Item 103.
a. Differences
    The table below presents differences in: (1) The types of matters 
covered by Item 103 and U.S. GAAP and (2) other criteria. Each type of 
matter in part (1) of the table is subject to each of the other 
criteria discussed in part (2) of the table. These differences give 
rise to Disclosure Location--Financial Disclosure Considerations and 
Bright Line Disclosure Threshold Considerations.

 
----------------------------------------------------------------------------------------------------------------
                Scope                          Item 103                U.S. GAAP                Difference
----------------------------------------------------------------------------------------------------------------
                                               1. Types of Matters
----------------------------------------------------------------------------------------------------------------
Ordinary routine litigation..........  Requires disclosure of   Encompasses all legal    U.S. GAAP is more
                                        material legal           proceedings, including   expansive than Item
                                        proceedings other than   ordinary routine         103. See consequence 3
                                        ordinary routine         litigation.              in section III.E.15.b.
                                        litigation incidental
                                        to the business.
Proceedings known to be contemplated   Requires disclosure of   Encompasses all legal    U.S. GAAP is more
 by governmental authorities.           proceedings that are     proceedings, as well     expansive than Item
                                        not only pending, but    as unasserted claims     103, except for
                                        known to be              probable of being        proceedings known to
                                        contemplated.            asserted.                be contemplated which
                                                                                          are not probable of
                                                                                          being asserted. See
                                                                                          consequence 3 in
                                                                                          section III.E.15.b.
                                                                                         For proceedings known
                                                                                          to be contemplated
                                                                                          which are not probable
                                                                                          of being asserted,
                                                                                          Item 103 is more
                                                                                          expansive than U.S.
                                                                                          GAAP. See consequences
                                                                                          1 and 2 in section
                                                                                          III.E.15.b.
Proceedings with any director,         Requires disclosure of   Encompasses all legal    U.S. GAAP is more
 officer, affiliate, or shareholder.    material proceedings     proceedings, including   expansive than Item
                                        when a director,         matters with             103. See consequence 3
                                        officer, affiliate,      directors, officers,     in section III.E.15.b.
                                        shareholder with more    affiliates,
                                        than five percent        shareholders with more
                                        ownership, or            than five percent
                                        associate thereof is a   ownership, or
                                        party adverse to the     associates thereof.
                                        issuer, or has a
                                        material interest
                                        adverse to the issuer.
Bankruptcy, receivership, or similar   Requires a description   Disclosure not required  Item 103 is more
 proceeding.                            of any material                                   expansive than U.S.
                                        bankruptcy,                                       GAAP. See consequence
                                        receivership, or                                  2 in section
                                        similar proceeding.                               III.E.15.b.
Environmental matters................  Notwithstanding the      Encompasses all legal    For legal proceedings
                                        ordinary routine         proceedings that         that affect the income
                                        litigation exception     affect the income        statement, U.S. GAAP
                                        above, requires          statement, including     is more expansive than
                                        disclosure of all        environmental matters.   Item 103. See
                                        proceedings, under                                consequence 3 in
                                        federal, state, or                                section III.E.15.b.
                                        local provisions
                                        related to
                                        environmental
                                        regulation.
                                       Includes proceedings     Does not address legal   For legal proceedings
                                        involving capital        proceedings involving    involving capital
                                        expenditures or          capital expenditures     expenditures or
                                        deferred charges that    or deferred charges.     deferred charges, Item
                                        may be recognized on                              103 is more expansive
                                        the balance sheet                                 than U.S. GAAP. See
                                        (rather than losses                               consequence 2 in
                                        recognized on the                                 section III.E.15.b.
                                        income statement).
----------------------------------------------------------------------------------------------------------------

[[Page 51634]]

 
                                                2. Other Criteria
----------------------------------------------------------------------------------------------------------------
Damages..............................  Applies to proceedings   Covers matters that      Item 103 is more
                                        that involve both        give rise to a           expansive than U.S.
                                        monetary and non-        liability--that is,      GAAP. See consequence
                                        monetary (e.g.,          monetary damages.        2 in section
                                        injunctions) damages.                             III.E.15.b.
Quantitative Thresholds..............  For all matters other    Does not provide         U.S. GAAP is more
                                        than (1) bankruptcies,   quantitative             expansive than Item
                                        receiverships, or        thresholds.              103 where material
                                        similar proceedings                               proceedings fall below
                                        and (2) environmental                             the 10 percent or the
                                        matters, does not                                 $100,000 threshold.
                                        require disclosure of                             See consequence 3 in
                                        material proceedings,                             section III.E.15.b.
                                        where the amounts                                Item 103 could be more
                                        involved do not exceed                            expansive than U.S.
                                        10 percent of the                                 GAAP where
                                        issuer's consolidated                             environmental
                                        current assets.                                   proceedings exceed the
                                       For environmental                                  10 percent or $100,000
                                        matters involving a                               thresholds but
                                        claim for damages,                                otherwise may not be
                                        potential monetary                                material to the
                                        sanctions, capital                                registrant. See
                                        expenditures, or other                            consequences 1 and 2
                                        charges, requires                                 in section III.E.15.b.
                                        disclosure of
                                        proceedings that
                                        exceed 10 percent of
                                        the issuer's
                                        consolidated current
                                        assets..
                                       For environmental
                                        matters involving a
                                        governmental authority
                                        and potential monetary
                                        sanctions, requires
                                        disclosure if
                                        potential monetary
                                        sanctions exceed
                                        $100,000.
Likelihood...........................  For all matters other    Requires disclosure      Item 103 is more
                                        than environmental       when the likelihood of   expansive than U.S.
                                        matters, requires        loss is at least         GAAP, in low
                                        disclosure if            reasonably possible..    probability-high
                                        material. Materiality                             magnitude situations.
                                        depends on likelihood                             See consequences 1 and
                                        and magnitude.\337\                               2 in section
                                                                                          III.E.15.b.
----------------------------------------------------------------------------------------------------------------

b. Consequences
    In light of the differences between Item 103 and U.S. GAAP, as 
discussed above, incorporation of Item 103's requirements into U.S. 
GAAP would result in the following consequences. These consequences 
assume that the most expansive requirements from either Item 103 or 
U.S. GAAP are retained. Refer to the table above to identify the 
specific consequences associated with each difference between Item 103 
and U.S. GAAP.
---------------------------------------------------------------------------

    \337\ See Basic, Inc. v. Levinson, 485 U.S. 224 (1988) (stating 
that, in the case of speculative or contingent events, materiality 
will depend at any given time upon a balancing of both the indicated 
probability that the event will occur and the anticipated magnitude 
of the event in light of the totality of the company activity).
---------------------------------------------------------------------------

1. Disclosure of the Possible Range of Loss in More Circumstances
    U.S. GAAP requires disclosure of the possible loss or range of loss 
in excess of amounts accrued \338\ or a statement that such an estimate 
cannot be made.\339\ Where the scope of proceedings or matters covered 
by Item 103 is more expansive than that of U.S. GAAP, incorporation of 
these incremental disclosure requirements into U.S. GAAP may benefit 
investors, as they would receive range of loss disclosures for matters 
previously outside the scope of U.S. GAAP. Provision of this 
disclosure, however, may create additional burdens for issuers and 
auditors to develop and audit additional estimates and disclosures.
---------------------------------------------------------------------------

    \338\ See ASC 450-20-25-2, which requires accrual of an 
estimated loss from a loss contingency if: (a) It is probable that a 
liability has been incurred at the date of the financial statements 
and (b) the amount of loss can be reasonably estimated.
    \339\ See ASC 450-20-50-3.
---------------------------------------------------------------------------

2. Disclosure Subject to Audit/Review, Internal Control Over Financial 
Reporting, and XBRL Tagging Requirements in More Circumstances
    Certain disclosures made outside the audited financial statements 
would be included within the notes to the financial statements, giving 
rise to Disclosure Location--Financial Statement Considerations. Some 
issuers already include this information in their audited financial 
statements, and, thus, the additional burdens should not be significant 
for these issuers.
3. Disclosure of Factual Information in More Circumstances
    Item 103 requires disclosure of the court or agency in which the 
proceedings are pending, the date instituted, the principal parties 
involved, the alleged factual basis to the proceeding, and the relief 
sought. Where the scope of U.S. GAAP is more expansive than that of 
Item 103, incorporation of these factual disclosure requirements into 
U.S. GAAP may benefit investors, as they would newly receive these 
factual disclosures for incremental matters previously outside the 
scope of Item 103. Provision of this disclosure, however, may create 
additional burdens for issuers and auditors to develop and audit 
additional disclosures.
c. Other Considerations
    Under the National Environmental Policy Act of 1970 
(``NEPA''),\340\ Congress required all federal agencies to include 
consideration of the environment in regulatory action. In response to 
this mandate, the Commission adopted environmental

[[Page 51635]]

compliance and litigation disclosure requirements.\341\ The 
incorporation of Item 103's requirements into U.S. GAAP could result in 
changes to required disclosures about environmental legal proceedings, 
such as replacement of the 10 percent and $100,000 thresholds \342\ 
related to environmental matters with a more general materiality 
threshold. We solicit comment about alternative thresholds in section 
III.B.2 in our discussion of Bright Line Disclosure Threshold 
Considerations.
---------------------------------------------------------------------------

    \340\ 42 U.S.C. 4321 et seq.
    \341\ As a result of NEPA, the Commission issued an interpretive 
release in 1971 alerting companies to potential disclosure 
obligations that could arise from material environmental litigation 
and the material effects of compliance with environmental laws. The 
Commission later adopted more specific disclosure requirements 
relating to these matters and, in 1976, the Commission amended its 
forms to require disclosure of any material estimated capital 
expenditures for environmental control facilities.
     See Disclosures Pertaining to Matters Involving the Environment 
and Civil Rights, Release No. 33-5170 (July 19, 1971) [36 FR 13989 
(July 29, 1971)], Disclosure with Respect to Compliance with 
Environmental Requirements and Other Matters, Release No. 33-5386 
(April 20, 1973) [38 FR 12100 (May 9, 1973)], Disclosure of 
Environmental and Other Socially Significant Matters, Release No. 
33-5569 (Feb. 11, 1975) [40 FR 7013 (Feb. 18, 1975)], Conclusions 
and Final Action on Rulemaking Proposals Relating to Environmental 
Disclosure, Release No. 33-5704 (May 6, 1976) [41 FR 21632 (May 27, 
1976)], Natural Resources Defense Council et al., v. SEC, 389 F. 
Supp. 689 (D.D.C. 1974).
    \342\ The Commission adopted the $100,000 threshold in 1982. See 
Adoption of Integrated Disclosure System.
---------------------------------------------------------------------------

Request for Comment
    68. For the following disclosures, would inclusion of these 
disclosures in the audited financial statements create significant 
burdens for issuers and auditors? Would it require revision to 
standards of the Public Company Accounting Oversight Board (United 
States) (``PCAOB'') or the American Bar Association Statement of Policy 
Regarding Lawyers' Responses to Auditors' Requests for Information? 
\343\ If so, how do auditors of issuers that currently include the 
above disclosures in the audited financial statements audit them?
---------------------------------------------------------------------------

    \343\ See AU sec. 337C: Exhibit II--American Bar Association 
Statement of Policy Regarding Lawyers' Responses to Auditors' 
Request for Information.
---------------------------------------------------------------------------

    a. Proceedings known to be contemplated but which are not probable 
of being asserted.
    b. Material bankruptcy, receivership, or similar proceeding.
    c. Non-monetary damages.
    d. Proceedings involving capital expenditures or deferred charges.
    e. Environment proceedings in excess of the 10 percent or $100,000 
thresholds that may not be otherwise material to the registrant.
    f. Low probability-high magnitude proceedings.
    g. The court or agency in which the proceedings are pending, the 
date instituted, the principal parties involved, the alleged factual 
basis to the proceeding, and the relief sought.
16. Oil and Gas Producing Activities
    Regulation S-K \344\ and U.S. GAAP \345\ both require issuers 
engaged in oil and gas producing activities to disclose information 
about those activities in the notes to the financial statements. 
However, Item 302(b) of Regulation S-K incrementally requires that the 
U.S. GAAP disclosures must be provided for each period presented. This 
requirement is only applicable to non-SRCs.\346\ Because U.S. GAAP does 
not scale disclosure requirements by SRC status, any incorporation of 
these requirements into U.S. GAAP would result in the application of 
this requirement to SRCs.
---------------------------------------------------------------------------

    \344\ See Item 302(b) of Regulation S-K [17 CFR 229.302(b)].
    \345\ See ASC 932-235-50.
    \346\ See Item 302(c) of Regulation S-K [17 CFR 229.302(c)].
---------------------------------------------------------------------------

Request for Comment
    69. Would the application of this disclosure requirement to SRCs 
impose additional costs? Please describe any such costs. Would 
investors benefit from such disclosure? Does that affect your view as 
to whether we should refer this requirement to the FASB? If so, how?
17. Request for Comment
    70. Do investors use the incremental disclosures required by the 
overlapping Commission disclosure requirements? If so, in what way?
    71. Should we retain, modify, eliminate, or refer the foregoing 
incremental Commission disclosure requirements to the FASB for 
potential incorporation into U.S. GAAP? If so, which ones and why? If 
not, please discuss why not. Please be as specific as possible for each 
of the proposed referrals on which you provide comments.
    72. For each topic in this section:
    a. What would be the potential costs and benefits of incorporating 
the incremental disclosure requirements into U.S. GAAP? Do these 
potential costs and benefits affect your views as to whether we should 
refer any or all of the foregoing disclosure requirements to the FASB 
for potential incorporation into U.S. GAAP? If so, which requirements 
and how?
    b. Would the expansion of the disclosure requirements to Regulation 
A and crowdfunding issuers that report under U.S. GAAP result in 
additional costs and benefits? Please describe any such costs and 
benefits. Do any of these potential costs and benefits affect your 
views as to whether the disclosure requirements should be referred to 
the FASB? If so, how?
    73. Are there other Commission disclosure requirements that overlap 
with, but require information incremental to, U.S. GAAP? If so, what 
requirements do they overlap with and what action, if any, should we 
take to address the overlap?

IV. Outdated Requirements

A. Background

    We have also preliminarily identified Commission disclosure 
requirements that have become obsolete as a result of the passage of 
time or changes in the regulatory, business, or technological 
environment. We propose to amend these outdated requirements. The 
proposed amendments are intended to simplify issuer compliance efforts. 
To reduce any loss of information or increased burdens for investors, 
we also propose to require additional disclosure of information which 
is expected to be readily available to issuers at minimal to no cost.
    Section IV.B below discusses each outdated Commission disclosure 
requirement and the proposed amendment.

B. Proposed Amendments

1. Stale Transition Dates
    In certain circumstances, when the Commission revised its 
disclosure requirements, it specified the date beyond which issuers are 
required to comply with the new requirements.\347\ Given the passage of 
these transition dates, we propose to delete references to them in our 
disclosure requirements.
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    \347\ See Rule 4-01(a)(3) of Regulation S-X [17 CFR 210.4-
01(a)(3)] for non-SRCs and Note 6 to Rule 8-01 of Regulation S-X [17 
CFR 210.8-01] for SRCs. See Forms S-3, F-1, F-3, F-4, and 20-F. See 
Exchange Act Rule 13a-10(g)(3) [17 CFR 240.13a-10(g)(3)], Exchange 
Act Rule 15d-2 [17 CFR 240.15d-2], and Exchange Act Rule 15d-
10(g)(3) [17 CFR 240.15d-10(g)(3)].
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2. Income Tax Disclosures \348\
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    \348\ Please refer to the related discussions in sections II.B.4 
and III.E.7.
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    In February 1992, the FASB revised its income tax disclosure 
requirements, as part of a broader project on the accounting for income 
taxes,\349\ effective for fiscal years beginning after December 15, 
1992. In October 1992, the Commission amended Regulation S-

[[Page 51636]]

X \350\ to clarify that parts of certain rules \351\ do not apply to 
issuers that have adopted the new FASB standard.\352\ Because all 
issuers are now required to apply the FASB's revised standard, we 
propose to eliminate the parts of Rule 4-08(h) that no longer apply: 
Rule 4-08(h)(1)(ii), the parenthetical at the end of Rule 4-08(h)(1), 
part of the introductory sentence of Rule 4-08(h)(2), and all of Rule 
4-08(h)(3) of Regulation S-X.
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    \349\ SFAS No. 109, Accounting for Income Taxes.
    \350\ See Amendments to Rules and Forms, Release No. 33-6958A, 
(Oct. 1, 1992) [57 FR 45287].
    \351\ See Rule 4-08(h)(1) [17 CFR 210.4-08(h)(1)] and 4-08(h)(2) 
of Regulation S-X [17 CFR 210.4-08(h)(2)].
    \352\ Rule 4-08(h)(3) of Regulation S-X [17 CFR 210.4-08(h)(3)].
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3. Available Information
a. Public Reference Room
    Various Commission disclosure requirements and forms require 
issuers to disclose the availability of their filings for reading or 
copying at the Commission's Public Reference Room and the Public 
Reference Room's physical address and phone number.\353\ However, the 
Commission staff has observed that the Commission's Public Reference 
Room is rarely used by the public to obtain or review issuer 
filings,\354\ as paper filings are now only permitted (and sometimes 
required) in very limited circumstances.\355\ Generally, issuers are 
required to file most filings electronically and, with the widespread 
availability of the Internet, investors can access for free 
substantially all issuers' Commission filings on EDGAR. As a result, we 
propose to delete the requirements to identify the Public Reference 
Room and disclose its physical address and phone number.\356\
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    \353\ See Item 101(e)(2) of Regulation S-K [17 CFR 
229.101(e)(2)] for non-SRCs and Item 101(h)(5)(iii) of Regulation S-
K [17 CFR 229.101(h)(5)(iii)] for SRCs. The Commission's Securities 
Act registration statements filed on Forms S-1, S-3, S-11, S-4, F-1, 
F-3, and F-4 require similar disclosures. Regulation AB also has 
similar disclosure requirements for asset-backed issuers. See Item 
1118(b) of Regulation AB [17 CFR 229.1118(b)] and Forms SF-1 [17 CFR 
239.44] and SF-3 [17 CFR 239.45]. In addition, Forms N-1A [17 CFR 
239.15A and 274.11A], N-2 [17 CFR 239.14 and 274.11a-1], N-3 [17 CFR 
239.17a and 274.11b], N-5 [17 CFR 239.24 and 274.5], N-6 [17 CFR 
239.17c and 274.11d], and N-8B-2 [17 CFR 274.12] have similar 
disclosure requirements.
    \354\ Commission staff who currently operate the Public 
Reference Room indicate that it is now primarily used by legal 
publishers who wish to review paper Forms 144 [17 CFR 239.144] 
(filings made by an affiliate of an issuer as notice of the proposed 
sale of securities in reliance on Rule 144), which are still 
permitted to be filed in paper form. See http://www.sec.gov/answers/form144.htm.
    \355\ See Rules 14 [17 CFR 232.14], 101[17 CFR 232.101], and 102 
[17 CFR 232.102] of Regulation S-T.
    \356\ We also propose to delete the requirement to disclose how 
to send a written request by mail to the SEC's Public Reference Room 
to obtain certain hard copy information. Disclosure of how to obtain 
this information electronically would still be required.
     Three commenters on the Disclosure Effectiveness Initiative 
recommended deleting the requirements to identify the Public 
Reference Room and disclose its location and phone number. See 
letters from ABA (Mar. 6, 2015); CCMC (July 29, 2014); and SCSGP 
(Sept. 10, 2014).
    Although we are proposing to delete the requirements to identify 
the Public Reference Room, its physical address, and its phone 
number, the Public Reference Room will remain open and available for 
interested persons to access Commission filings.
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    Additionally, electronic filers are required to disclose the 
Commission's Internet address and that electronic SEC filings are 
available there. We intend to retain this requirement but propose to 
delete the qualifier ``if you are an electronic filer'' as all but a 
limited number of issuers are now required to file electronically.\357\ 
We also propose to expand this requirement to Forms 20-F and F-1, which 
do not currently call for such disclosure, to align the requirements 
for foreign private issuers with domestic issuers. While these proposed 
amendments would impose additional disclosure burdens on certain 
classes of issuers (i.e., paper filers and foreign private issuers), we 
believe the cost of providing this information would be minimal.
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    \357\ See Rules 100 [17 CFR 232.100] and 101 [17 CFR 232.101] of 
Regulation S-T.
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Request for Comment
    74. Are the disclosures to identify the Public Reference Room and 
disclose its physical address and phone number useful to investors?
    75. Are there significant burdens and costs associated with 
disclosing the Commission's Internet address and a statement that 
electronic SEC filings are available there?
b. Issuer Internet Address
    In 2002, the Commission recognized that ``[a]n efficient and 
economical method for companies to make information available about 
themselves to many investors is through their Internet Web sites.'' 
\358\ The Commission believed that it was important for issuers to make 
investors aware of the different sources, including corporate Web 
sites, that provide access to information about the issuer.\359\ 
Consequently, the Commission revised Regulation S-K to require 
accelerated and large accelerated filers \360\ to disclose their 
Internet address, if they have one, in their annual reports filed on 
Form 10-K,\361\ and to encourage other filers to do so.\362\ Various 
forms also encourage filers to disclose their Internet address, if 
available.\363\
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    \358\ See Acceleration of Periodic Report Filing Dates and 
Disclosure Concerning Web sites Access to Reports, Release No. 33-
8128 (Sept. 5, 2002) [67 FR 58480].
    \359\ Id.
    \360\ Rule 12b-2 of the Exchange Act defines the terms 
accelerated filer and large accelerated filer.
    \361\ See Item 101(e)(3) of Regulation S-K [17 CFR 
229.101(e)(3)].
    \362\ See id. See also Item 101(h)(5)(iii) of Regulation S-K [17 
CFR 229.101(h)(5)], which encourages SRCs to disclose their internet 
addresses, if available.
    \363\ See Forms S-3, S-4, F-3, F-4. See also Forms SF-1 and SF-3 
for asset-backed issuers.
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    In the 2002 adopting release, the Commission noted that commenters 
supported extending this disclosure requirement to all issuers, 
including smaller issuers and foreign private issuers.\364\ The 
Commission indicated it would ``continue to study this issue and 
consider extending the requirement to all reporting companies after 
evaluating [its] initial experience with the requirement by accelerated 
filers.'' \365\
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    \364\ See Release No. 33-8128, supra note 358, at n.138.
    \365\ Id.
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    The Commission staff has observed that many non-accelerated filers 
already disclose their Internet addresses annually in their Form 10-Ks. 
This current practice, combined with the minimal costs of disclosing an 
Internet address, suggest that such a requirement would impose limited 
burden on issuers. In addition, the Commission has provided guidance 
about the liability framework for certain types of disclosures on 
company Web sites, including hyperlinked and archived data, so that 
investors could gain the benefits of Internet disclosure.\366\ We also 
believe that such a requirement would help ensure that investors are 
aware of an additional resource for information about issuers.
---------------------------------------------------------------------------

    \366\ See, e.g., Commission Guidance on the Use of Company Web 
sites, Release No. 34-58288 (Aug. 1, 2008) [73 FR 45862].
---------------------------------------------------------------------------

    Based on the foregoing, we propose to amend Items 101(e) and 
101(h)(5) of Regulation S-K and Forms S-3, S-4, F-1, F-3, F-4, 20-F, 
SF-1, and SF-3 to require all issuers to disclose their Internet 
addresses (or, in the case of asset-backed issuers, the address of the 
specified transaction party), if they have one.
Request for Comment
    76. Are there significant burdens and costs associated with 
disclosing the issuer's Internet address? Are the burdens or costs that 
may be imposed on non-accelerated filers, including

[[Page 51637]]

SRCs, different from those that may be borne by accelerated and large 
accelerated filers?
4. Market Price Disclosure
a. Item 201(a)(1) of Regulation S-K
    Item 201(a)(1) of Regulation S-K \367\ requires issuers to disclose 
the following:
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    \367\ 17 CFR 229.201(a)(1).
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     The principal U.S. market(s) where its common equity is 
traded. Foreign issuers must also disclose the principal established 
foreign public trading market, if applicable. Where applicable, issuers 
must disclose that there is no established public trading market for 
their common equity.\368\
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    \368\ Item 201(a)(1)(i) of Regulation S-K [17 CFR 
229.201(a)(1)(i)].
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     If the principal U.S. market is an exchange, issuers must 
disclose the high and low sale prices for their common equity for each 
quarter within the two most recent fiscal years and subsequent interim 
period.\369\
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    \369\ Item 201(a)(1)(ii) of Regulation S-K [17 CFR 
229.201(a)(1)(ii)].
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     If the principal U.S. market is not an exchange, issuers 
must disclose the high and low bid quotations for the same periods as 
above. Where applicable, issuers must identify the source of the 
quotations and include appropriate qualifying language.\370\
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    \370\ Item 201(a)(1)(iii) of Regulation S-K [17 CFR 
229.201(a)(1)(iii)]. This paragraph requires qualification where the 
over-the-counter quotations reflect inter-dealer prices, without 
retail mark-up, mark-down or commission and may not necessarily 
represent actual transactions. Reference to quotations must be 
qualified by appropriate explanation where there is an absence of an 
established public trading market.
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     Foreign issuers that identify a principal established 
foreign trading market for common equity are also required to provide 
market price disclosure comparable to that of a domestic issuer. If the 
primary U.S. market for the foreign issuer trades using American 
Depositary Receipts (``ADRs''), then foreign issuers must disclose 
prices based on the ADRs.\371\
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    \371\ Item 201(a)(1)(iv) of Regulation S-K [17 CFR 
229.201(a)(1)(iv)].
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     When Item 201(a)(1) disclosure is included in a Securities 
Act registration statement or an Exchange Act proxy or information 
statement, issuers must also disclose the price for their common equity 
as of the latest practicable date.\372\
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    \372\ Item 201(a)(1)(v) of Regulation S-K [17 CFR 
229.201(a)(1)(v)]. The Commission has required this or similar 
pricing disclosure since the 1960s. See Guides for Preparation and 
Filing of Registration Statements, Release No. 33-4936 (Dec. 9, 
1968) [33 FR 18617].
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    Today, the daily market prices of most publicly traded common 
equity securities, including those quoted on an automated quotation 
system, are readily available for free on numerous Web sites, including 
the exchanges' or quotation systems' Web sites.\373\ On these Web 
sites, investors can view daily closing prices, up to the previous day, 
and intra-day quotes, which would be more up-to-date than the prices 
required by Item 201(a)(1)(v) of Regulation S-K. Additionally, many of 
these Web sites allow users to download the daily historical data over 
customized time horizons for their own consumption. These features 
result in more robust information than the disclosure required by Item 
201(a)(1) of Regulation S-K.\374\
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    \373\ See, e.g., www.finance.yahoo.com; www.google.com/finance; 
www.bloomberg.com; www.nyse.com; www.nasdaq.com; 
www.londonstockexchange.com; deutsche-boerse.com; www.otcbb.com; and 
www.otcmarkets.com.
    \374\ Some commenters on the Disclosure Effectiveness Initiative 
have also suggested that the stock price disclosures are obsolete 
and should be eliminated. See, e.g., letters from ABA (Mar. 6, 
2015); Corporate Governance Committee Business Roundtable (Apr. 15, 
2015); CCMC (July 29, 2014); CFA Institute (Nov. 12, 2014); IBM 
Corporation (Aug. 7, 2014); SCSGP (Sept. 10, 2014); and Shearman 
(Nov. 26, 2014).
---------------------------------------------------------------------------

    Based on the foregoing, we propose the following amendments to Item 
201(a)(1) of Regulation S-K:
     Issuers with one or more classes of common equity would be 
required to disclose the principal U.S. market(s) where each class is 
traded and the trading symbol(s) used by the market(s) for each class 
of common equity. Foreign issuers also would be required to identify 
the principal established foreign public trading market, if any, and 
the trading symbol(s), for each class of their common equity.
     Issuers with common equity that is not traded on an 
exchange must indicate, as applicable, that any over-the-counter 
quotations in such trading systems reflect inter-dealer prices, without 
retail mark-up, mark-down or commission and may not necessarily 
represent actual transactions.
     Issuers with no class of common equity traded in an 
established public trading market would be required to state such fact 
and disclose the range of high and low bid information, if applicable, 
for each quarter over the last two fiscal years and any subsequent 
interim period.\375\ Also, such issuers would be required to disclose 
the source and explain the nature of such quotations.
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    \375\ Item 201(a)(1)(i) currently notes that the existence of 
limited or sporadic quotations should not, by itself, be deemed to 
constitute an established public trading market.
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    As proposed to be amended, Item 201(a)(1) would eliminate the 
detailed disclosure requirement of sale or bid prices for most issuers 
whose common equity is traded in an established public trading market 
and replace it with disclosure of the trading symbol.\376\ The proposed 
amendments would also align Item 201(a)(1) with Item 501(b)(4) of 
Regulation S-K.\377\
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    \376\ Form N-2, which is used for registration of closed-end 
management investment companies, includes disclosure requirements 
relating to sales prices and bid information that are similar to 
those in Item 201(a)(1) of Regulation S-K. Item 1, Instruction 1 and 
Item 8.5(b) of Form N-2. In addition to these requirements, Form N-2 
requires disclosure of information relating to net asset value and 
discount or premium to net asset value. Item 8.5(b), Instructions 4 
and 5 and Item 8.5(c) through (e) of Form N-2. Disclosure of sales 
prices and bid information is needed in registration statements on 
Form N-2 so that the required premium/discount disclosure can be 
fully understood. Accordingly, we are not proposing to change the 
requirements in Form N-2 relating to sales prices and bid 
information.
    \377\ 17 CFR 229.501(b)(4). Item 501(b)(4) of Regulation S-K 
requires prospectus cover page disclosure of the trading symbol(s) 
and market(s) for securities being offered and registered on a 
Securities Act registration statement.
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b. Item 9.A.4 of Form 20-F
    Foreign private issuers that file Form 20-F are subject to 
disclosure requirements similar to those included in Item 201(a)(1) of 
Regulation S-K. Item 9.A.4 of Form 20-F requires the following price 
history of the stock to be offered or listed for both the U.S. market 
and the principal trading market outside the United States, as 
applicable:
     The annual high and low market prices for the last five 
full financial years;
     Quarterly high and low market prices for the last two full 
financial years and any subsequent period; and
     Monthly high and low market prices for the last six 
months;
    For preemptive share issuances, the issuer must disclose the market 
prices for the first trading day in the most recent six months, the 
last trading day before the announcement of the offering, and for the 
latest practicable date. If an issuer's securities are ``not regularly 
traded in an organized market,'' the issuer must discuss any lack of 
liquidity.
    We propose to amend Item 9.A.4 to be consistent with the proposals 
related to Item 201(a)(1) of Regulation S-K. Specifically, we propose 
to amend Item 9.A.4 to require disclosure of the U.S. and principal 
market(s) where the issuer's common equity trades and the trading 
symbol(s) assigned to the issuer's common equity that is traded in the 
U.S. market and principal market. For those issuers whose common equity

[[Page 51638]]

is not traded in any established public trading market, disclosure of 
that fact would still be required.
Request for Comment
    77. Is disclosure of trading symbols an adequate substitute for the 
current required disclosures in Item 201(a)(1) of Regulation S-K and 
Item 9.A.4 of Form 20-F? Why or why not?
    78. Would elimination of the detailed disclosure of sale or bid 
prices place a burden on retail investors? Would the proposed 
disclosures help retail investors by facilitating their research?
    79. Where a class of common equity is traded in multiple markets, 
should issuers have to provide disclosure only for the principal 
established public trading market or every established public trading 
market? Why?
    80. Should foreign issuers be required to disclose the trading 
symbol(s) for both the principal U.S. market and the principal 
established foreign public trading market(s), as applicable? Why or why 
not?
    81. How do investors and issuers currently understand the term 
``established public trading market?'' Is further guidance needed to 
determine what constitutes ``limited or sporadic quotations'' and 
whether a quotation or trading medium is an established public trading 
market?
    82. Is there uncertainty in the current marketplace regarding the 
determination of the principal established public trading market?
5. Exchange Rate Data
    Item 3.A.3 of Form 20-F requires foreign private issuers to provide 
exchange rate data where the financial statements required to be 
provided in the Form 20-F are prepared in a currency other than the 
U.S. dollar. In these situations, the exchange rate between the 
financial reporting currency and the U.S. dollar must be provided:
     At the latest practicable date;
     The high and low exchange rates for each month during the 
previous six months; and
     For the five most recent financial years and any 
subsequent interim period for which financial statements are presented, 
the average rates for each period, calculated by using the average of 
the exchange rates on the last day of each month during the period.
    Exchange rate information is readily available for free on a number 
of Web sites.\378\ These Web sites allow investors to obtain exchange 
rate data for the relevant periods, and investors may obtain 
information that is more current than the information provided in the 
Form 20-F. In addition, although certain exchange rate information, 
such as the average exchange rates for each of the five most recent 
financial years and any subsequent interim period, may be more 
difficult to obtain and necessitate investors to calculate the averages 
themselves, we do not expect that investors would face significant 
challenges in deriving this information.
---------------------------------------------------------------------------

    \378\ See, e.g., www.finance.yahoo.com; www.google.com/finance; 
www.bloomberg.com; and www.reuters.com/finance.
---------------------------------------------------------------------------

    Based on the foregoing, we proposed to delete Item 3.A.3 of Form 
20-F.
Request for Comment
    83. Is the exchange rate information that is available on Web sites 
an adequate substitute for the current required disclosures? Why or why 
not?
    84. Would the proposed amendments place a burden on retail 
investors?
    85. What are the burdens and costs on registrants associated with 
disclosing this information?
6. Foreign Private Issuer Initial Public Offering--Age of Financial 
Statements
    Form F-1, through its reference to Item 8.A.4 of Form 20-F, 
requires that audited financial statements for an initial public 
offering by a foreign private issuer must not be older than 12 months 
as of the date of the filing.\379\ Audited financial statements for all 
other foreign private issuer offerings or listings must not be older 
than 15 months at the time of the offering or listing.\380\
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    \379\ This age of financial statements requirement is more 
stringent than the requirements for domestic issuers, which permit 
the age of financial statements to exceed 12 months for a period of 
between 45 days and 90 days after the fiscal year end, depending on 
the issuer's filer status and other conditions if the issuer is a 
smaller reporting company. See Rule 8-08 of Regulation S-X [17 CFR 
210.8-08](applicable to SRCs) and Rule 3-12 of Regulation S-X [17 
CFR 210.3-12] (applicable to non-SRCs)].
    \380\ Item 8.A.4 of Form 20-F.
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    Instruction 2 to Item 8.A.4 states that we will waive the 12-month 
requirement if the foreign private issuer adequately represents that it 
is not required to comply with the 12-month requirement in any 
jurisdiction outside the United States and that complying with the 
requirement is impracticable or involves undue hardship. However, the 
issuer must still comply with the 15-month requirement in these 
circumstances.
    In light of this instruction, the Commission staff has almost 
always granted these waiver requests. Based on the foregoing, we 
propose to amend Instruction 2 to Item 8.A.4 to remove the requirement 
that foreign private issuers in these situations seek a waiver. This 
amendment would enable foreign private issuers that file the above 
representations as an exhibit to the registration statement, as 
currently required, to forgo the 12-month requirement and instead 
comply with the 15-month requirement without incurring the time and 
expense associated with the waiver process.
C. Request for Comment
    86. We solicit comment on the foregoing proposed amendments to 
address outdated requirements. Is our approach to these outdated 
requirements appropriate? Please be as specific as possible for each of 
the proposed amendments on which you provide comments.
    87. Are there other Commission disclosure requirements that are 
outdated? If so, why is the requirement outdated and how should it be 
amended?

V. Superseded Requirements

A. Background

    As accounting, auditing, and disclosure requirements change over 
time, inconsistencies may arise between the newer requirements and 
existing Commission disclosure requirements. We propose amendments to 
update Commission disclosure requirements to reflect, as applicable, 
recent legislation, more recently updated Commission disclosure 
requirements, or more recently updated U.S. GAAP requirements, as 
discussed in section I.C.2.\381\
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    \381\ Some of the proposed amendments to eliminate superseded 
Commission disclosure requirements apply to both issuers that report 
under U.S. GAAP and IFRS. We do not expect our proposed amendments 
to conform these requirements to U.S. GAAP to cause confusion for 
issuers that report under IFRS because U.S. GAAP and IFRS are 
substantially converged for these topics.
---------------------------------------------------------------------------

    The Commission staff has observed in its filing reviews that, in 
practice, issuers typically navigate these inconsistencies by complying 
with the requirement that was updated more recently. This is 
particularly the case with respect to changes in U.S. GAAP 
requirements, as the Commission has designated the FASB as the private-
sector accounting standard setter for U.S. financial reporting 
purposes, as discussed in section I.C.1. As such, we anticipate that 
these proposed amendments generally will not affect current disclosure 
practices. Periodically, however, issuers and their advisers express 
confusion about how the more recently updated requirements

[[Page 51639]]

affect existing Commission disclosure requirements and seek guidance 
from the Commission staff. In these situations, the proposed amendments 
should help simplify compliance by updating superseded Commission 
disclosure requirements and addressing any potential confusion by 
codifying Commission staff guidance. In turn, investors and other users 
should benefit from greater consistency across issuers.
    Section V.B below discusses each Commission disclosure requirement 
that we believe is superseded and the proposed amendment.\382\
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    \382\ This section also includes proposed technical corrections 
of non-existent or incorrect references.
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B. Proposed Amendments

1. Auditing Standards
    Section 103(a) of the Sarbanes-Oxley Act authorized the PCAOB to 
establish auditing and related professional practice standards used by 
registered public accountants when conducting audits of issuers.\383\ 
Prior to the creation of the PCAOB, public accounting firms conducted 
audits of issuers pursuant to Generally Accepted Auditing Standards 
(``GAAS'') \384\ and many Commission rules continue to refer to those 
standards. In addition, section 10A of the Exchange Act also refers to 
GAAS in its requirements for audits. The standards of the PCAOB are 
different from GAAS.
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    \383\ Public Law 107-204, 116 Stat. 745 (2002). Pursuant to 
section 2(a)(7) of the Sarbanes-Oxley Act, an issuer is defined as 
an issuer with securities registered under section 12 of the 
Exchange Act or required to file reports under section 15(d) of the 
Exchange Act. 15 U.S.C. 7201(a)(7).
    \384\ These standards are currently promulgated by the American 
Institute of Certified Public Accountants.
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    In 2004, the Commission published interpretive guidance explaining 
that references to GAAS in Commission rules and staff guidance, as they 
relate to issuers, should be understood to mean the standards of the 
PCAOB plus any applicable rules of the Commission.\385\ The Commission 
also stated its intent to codify this interpretation in the 
future.\386\
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    \385\ See Commission Guidance Regarding the Public Company 
Accounting Oversight Board's Auditing and Related Professional 
Practice Standard No. 1, Release No. 34-49708 (May 14, 2004) [69 FR 
29064]. Subsequently, section 982 of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act (the ``Dodd-Frank Act'') amended 
the Sarbanes-Oxley Act to establish the PCAOB's authority to oversee 
the independent public accountants that audit registered brokers and 
dealers. See Pub. L. 111-203, 124 Stat. 1376 (2010).
    \386\ Id.
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    We propose to codify the 2004 interpretation by amending Rule 1-
02(d) of Regulation S-X to refer to ``the standards of the Public 
Company Accounting Oversight Board (United States) (``PCAOB'')'' as it 
relates to the audit of issuers and to note that, for different types 
of non-issuers, the Commission requires PCAOB auditing standards or 
GAAS or permits the use of either.\387\ We are also proposing 
amendments to Rule 436(d)(4) of Regulation C and General Instructions 
E(c)(3) and G(f)(1) and Instruction 2 to Item 8.A.2 of Form 20-F to 
replace the references to GAAS with ``the standards of the Public 
Company Accounting Oversight Board (United States) (``PCAOB'')'' and to 
state that financial statements of entities other than the issuer must 
be audited in accordance with applicable professional standards. 
Additionally, we propose amending Rule 2-01(f)(7)(ii)(B) of Regulation 
S-X to update its language to make it consistent with current auditing 
standards, Rules 2-02(b)(1), 8-03, and 10-01 of Regulation S-X to refer 
to ``applicable professional standards'' instead of GAAS, and Rules 
10A-1(b)(3) \388\ and 13b2-2(b)(2) \389\ of the Exchange Act to replace 
the references to GAAS with ``the standards of the Public Company 
Accounting Oversight Board.'' Related to auditing, we are also 
proposing an amendment to Instruction E(c)(3) of Form 20-F to clarify 
the auditor independence requirement by replacing the reference to U.S. 
standards for auditor independence with ``qualified and independent in 
accordance with Article 2 of Regulation S-X.''
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    \387\ The auditing standards of the PCAOB apply to all issuers 
and only some entities that are not issuers as defined by the 
Sarbanes-Oxley Act (e.g., broker-dealers). For other non-issuers, 
GAAS is permitted.
    \388\ 17 CFR 240.10A-1(b)(3).
    \389\ 17 CFR 240.13b2-2(b)(2).
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2. Statement of Cash Flows
    In October 1992, to conform to changes in U.S. GAAP,\390\ the 
Commission amended various rules and forms to replace references to 
``changes in financial position'' and ``funds flows'' with ``cash 
flows.'' \391\ The 1992 amendments inadvertently failed to amend the 
title of Rule 3-02 of Regulation S-X, which continues to refer to 
changes in financial position. We propose to replace that reference in 
the title of Rule 3-02.
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    \390\ In November 1987, the FASB superseded APB Opinion No. 19, 
Reporting Changes in Financial Position, with its issuance of SFAS 
No. 95, Statement of Cash Flows.
    \391\ See Amendments to Rules and Forms, Release No. 33-6958A, 
(Oct. 1, 1992) [57 FR 45287].
---------------------------------------------------------------------------

3. Gain or Loss on Sale of Properties by REITs \392\
---------------------------------------------------------------------------

    \392\ Please refer to the related discussions in sections 
III.C.1 and III.E.1.
---------------------------------------------------------------------------

    Regulation S-X requires REITs to present separately all gains and 
losses on the sale of properties outside of continuing operations in 
the income statement.\393\ U.S. GAAP, however, restricts that 
presentation to gains and losses on disposals that meet the definition 
of discontinued operations.\394\
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    \393\ See Rule 3-15(a)(1) of Regulation S-X [17 CFR 210.3-
15(a)(1)].
    \394\ ASC 205-20-45-1B.
---------------------------------------------------------------------------

    Prior to 2014, application of Regulation S-X often resulted in the 
same presentation as U.S. GAAP because most REIT dispositions met the 
definition of discontinued operations, such that any gains or losses 
were presented outside of continuing operations in compliance with both 
requirements. In 2014, the FASB narrowed the definition of discontinued 
operations in U.S. GAAP,\395\ such that it now more frequently results 
in a presentation that differs from that under Regulation S-X. We 
propose to update Regulation S-X by eliminating Rule 3-15(a)(1).
---------------------------------------------------------------------------

    \395\ See Accounting Standards Update (``ASU'') No. 2014-08, 
Presentation of Financial Statements (Topic 205) and Property, 
Plant, and Equipment (Topic 360): Reporting Discontinued Operations 
and Disclosures of Disposals of Components of an Entity. ASU No. 
2014-08 is effective for public business entities on a prospective 
basis to: (1) All disposals (or classifications as held for sale) of 
components of an entity that occur within annual periods beginning 
on or after December 15, 2014, and interim periods within those 
years and (2) all businesses that, on acquisition, are classified as 
held for sale that occur within annual periods beginning on or after 
December 15, 2014, and interim periods within those years. Early 
adoption is permitted, but only for disposals (or classifications as 
held for sale) that have not been reported in financial statements 
previously issued or available for issuance.
---------------------------------------------------------------------------

4. Consolidation \396\
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    \396\ Please refer to the related discussions in sections 
II.B.2, III.C.2, and III.E.2.
---------------------------------------------------------------------------

    The Commission provided guidance on the presentation of 
consolidated and combined financial statements when it first issued 
Regulation S-X in 1940.\397\ Since that time, certain U.S. GAAP 
consolidation requirements have changed significantly, creating 
inconsistencies between Regulation S-X and U.S. GAAP.\398\ To address 
these

[[Page 51640]]

inconsistencies, we propose the amendments discussed below.
---------------------------------------------------------------------------

    \397\ See Adoption of Regulation S-X, 5 FR 954 (March 6, 1940) 
[5 FR 954].
    \398\ For example, Accounting Research Bulletin (``ARB'') No. 
51, Consolidated Financial Statements (``ARB No. 51''), was issued 
in 1959. More recently, the FASB has issued SFAS No. 94, 
Consolidation of All Majority-Owned Subsidiaries--an amendment of 
ARB No. 51, with related amendments of APB Opinion No. 18 and ARB 
No. 43, Chapter 12; FASB Interpretation No. 46, Consolidation of 
Variable Interest Entities--an interpretation of ARB No. 51; FASB 
Interpretation No. 46 (revised December 2003), Consolidation of 
Variable Interest Entities--an interpretation of ARB No. 51; SFAS 
No. 167, Amendments to FASB Interpretation No. 46(R); and ASU No. 
2015-02, Consolidation (Topic 810): Amendments to the Consolidation 
Analysis.
---------------------------------------------------------------------------

a. Difference in Fiscal Periods
    Regulation S-X prohibits the consolidation of an entity if its 
fiscal period differs substantially, for example by more than 93 days, 
from that of the issuer.\399\ U.S. GAAP, however, requires 
consolidation despite different fiscal periods.\400\ Thus, we propose 
to update Regulation S-X by deleting the consolidation prohibition in 
Rule 3A-02(b).
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    \399\ See Rule 3A-02(b) [17 CFR 210.3A-02(b)] and Rule 3A-
02(b)(1) [17 CFR 210.3A-02(b)(1)] of Regulation S-X.
    \400\ ASC 810-10-15-11.
---------------------------------------------------------------------------

    Regulation S-X permits the combination of entities under common 
control even if their fiscal periods differ by more than 93 days, but 
requires the recasting of the latest fiscal year to within 93 days and 
disclosure of amounts excluded or included more than once as a result 
of the recasting.\401\ Under U.S. GAAP, the fiscal periods of combined 
entities must differ by less than about three months.\402\ Thus, we 
propose to update Regulation S-X by deleting Rule 3A-02(b)(2).
---------------------------------------------------------------------------

    \401\ 17 CFR 210.3A-02(b)(2).
    \402\ ASC 810-10-45-10 and ASC 810-10-45-12.
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b. Bank Holding Company Act of 1956
    The Bank Holding Company Act of 1956 (``BHC Act'') \403\ prohibits 
a bank holding company from certain holdings and activities.\404\ When 
a bank becomes involved in a prohibited activity, for example through a 
business combination or possession of collateral, the bank holding 
company may temporarily continue these activities, as long as the bank 
holding company disposes of the restricted activities within the grace 
period afforded by the BHC Act.\405\
---------------------------------------------------------------------------

    \403\ 12 U.S.C. 1841, et seq.
    \404\ 12 U.S.C. 1843.
    \405\ Id.
---------------------------------------------------------------------------

    Regulation S-X prohibits consolidation of subsidiaries of issuers 
subject to the BHC Act when a divestiture has been made or it is 
substantially likely that the divestiture will be necessary in order to 
comply with provisions of the BHC Act.\406\ U.S. GAAP, however, does 
not provide such an exception to consolidation.\407\ Instead, U.S. GAAP 
requires consolidation of such subsidiaries until their disposal, but 
provides for their separate presentation in the financial statements 
prior to disposal if they meet the criteria for ``held for sale'' 
classification.\408\ Thus, we propose to delete Rule 3A-02(c).
---------------------------------------------------------------------------

    \406\ See Rule 3A-02(c) of Regulation S-X [17 CFR 210.3A-02(c)].
    \407\ ASC 810-10-15-10a. See also paragraph C2.a of SFAS No. 
144, Accounting for the Impairment or Disposal of Long-Lived Assets 
(August 2001), which eliminated the pre-existing exception from 
consolidation for subsidiaries under temporary control under ARB No. 
51.
    \408\ See ASC 360-10-45-9, ASC 360-10-45-14, and ASC 205-20-45.
---------------------------------------------------------------------------

c. Intercompany Transactions Generally
    Regulation S-X provides disclosure requirements for intercompany 
transactions that are not eliminated.\409\ U.S. GAAP, however, requires 
the elimination of intercompany transactions from consolidated 
financial statements.\410\ Accordingly, we propose to update Regulation 
S-X by deleting this disclosure requirement in Rule 3A-04.
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    \409\ Specifically, if an issuer does not eliminate intercompany 
transactions from its financial statements, it must explain why and 
how the transactions are treated. See Rule 3A-04 of Regulation S-X 
[17 CFR 210.3A-04].
    \410\ See ASC 323-10-35-5a and ASC 810-10-45-1.
---------------------------------------------------------------------------

d. Intercompany Transactions in Separate Financial Statements
    When separate financial statements of a subset of a consolidated 
group, such as a parent, subsidiaries, or investees, are presented, 
Regulation S-X contemplates the elimination of some transactions 
between the subset of the consolidated group presented in the separate 
financial statements and other entities in the consolidated group.\411\ 
U.S. GAAP, however, does not permit elimination of these transactions 
in the separate financial statements.\412\ Rather, U.S. GAAP treats 
these transactions as related party transactions for which disclosure 
is required.\413\ Accordingly, we propose to delete this requirement in 
Rule 4-08(k)(2).
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    \411\ This provision is implicit in the first sentence of Rule 
4-08(k)(2) of Regulation S-X [17 CFR 210.4-08(k)(2)], which requires 
disclosure of which intercompany amounts are eliminated or not 
eliminated.
    \412\ U.S. GAAP requires elimination of intercompany 
transactions only in consolidated financial statements. See ASC 810-
10-45-1.
    \413\ See ASC 850-10-50-1.
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e. Dividends per Share in Interim Financial Statements
    Regulation S-X requires, for interim periods, the presentation of 
dividends per share on the face of the income statement.\414\ U.S. GAAP 
permits this disclosure in the notes to the financial statements, but 
prohibits it on the face of the financial statements.\415\ Because of 
this prohibition under U.S. GAAP, the requirement under Regulation S-X 
results in a presentation that does not comply with U.S. GAAP.
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    \414\ See Rule 8-03(a)(2) [17 CFR 210.8-03(a)(2)] and Rule 10-
01(b)(2) [17 CFR 210.10-01(b)(2)] of Regulation S-X . Rule 8-
03(a)(2) specifically applies to SRCs and Regulation A issuers in a 
Tier 2 offering that report under U.S. GAAP, while Rule 10-01(b)(2) 
applies to non-SRCs.
    \415\ See ASC 260-10-45-5.
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    To address this issue, we propose to eliminate the requirement to 
present dividends per share on the face of the income statement for 
interim periods in Rule 8-03(a)(2) and Rule 10-01(b)(2). Because we 
believe that the presentation of interim dividends per share is useful, 
however, we propose to require its presentation alongside disclosure of 
changes in stockholders' equity. To effect this relocation of the 
interim dividends per share disclosure, as discussed in section 
III.C.16, we propose to extend Rule 3-04 of Regulation S-X, which 
requires annual disclosure of changes in stockholders' equity and the 
amount of dividends per share for each class of shares, to interim 
periods.\416\
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    \416\ Rule 3-04 of Regulation S-X [17 CFR 210.3-04] provides 
that annual disclosures of changes in stockholders' equity, 
including dividends per share amounts, may be provided in a note to 
the financial statements or in a separate financial statement. The 
option to present dividend per share disclosures in a separate 
financial statement does not comply with U.S. GAAP, which, as 
discussed above, prohibits this per share presentation on the face 
of financial statements. However, we see benefits in continuing to 
provide (and extending to interim periods) an option to present 
dividends per share on the face of the statement of stockholders' 
equity, if an issuer elects to present changes in stockholders' 
equity in a separate financial statement, irrespective of the 
prohibition under U.S. GAAP. We believe that the presentation of 
dividends per share alongside disclosure of changes in stockholders' 
equity facilitates investor understanding of stockholders' equity, 
as dividends are distributed from stockholders' equity. In addition, 
the proposed amendments would address the more significant issue in 
Regulation S-X associated with the requirement to present interim 
dividends per share on the income statement, which is unrelated to 
dividends, a component of stockholders' equity.
    For Regulation A issuers, we propose amendments directly to 
Forms 1-A and 1-SA to require interim disclosures of changes in 
stockholders' equity and dividends per share amounts to address the 
inconsistency described above with U.S. GAAP, rather than to refer 
to Rule 3-04. The proposed amendments to Form 1-A would apply to all 
Regulation A issuers and the proposed amendments to Form 1-SA would 
apply to all Regulation A issuers in a Tier 2 offering, even though 
Rule 8-03(a)(2) only applies to Regulation A issuers in a Tier 2 
offering that report under U.S. GAAP. However, we do not expect any 
increased burdens for Regulation A issuers in a Tier 2 offering that 
report under IFRS, as such issuers are already required to present a 
condensed statement of changes in equity and dividend amounts either 
in the aggregate or per share, pursuant to paragraphs 8 and 16A(f), 
respectively, of IAS 34, Interim Financial Reporting. We expect the 
burdens for Regulation A issuers in a Tier 1 offering that report 
under U.S. GAAP on Form 1-A to be minimal, as the required 
information already would be available from the preparation of the 
interim financial statements.

---------------------------------------------------------------------------

[[Page 51641]]

    This proposed amendment may create some additional burden for 
issuers, including Regulation A issuers, because it would require 
disclosure of dividends per share for each class of shares, rather than 
only for common stock. The proposed amendment, as discussed in section 
III.C.16, would also require disclosure of changes in stockholders' 
equity in interim periods.\417\ However, we expect this burden would be 
minimal, as the required information is already available from the 
preparation of other aspects of the interim financial statements. The 
proposed amendments may also give rise to Disclosure Location 
Considerations in that issuers will now disclose dividends in a 
separate financial statement or in the notes, instead of the face of 
the income statement.
---------------------------------------------------------------------------

    \417\ ASC 505-10-50-2 requires disclosure of changes in the 
separate accounts comprising stockholders' equity during at least 
the most recent annual fiscal period and any subsequent interim 
period presented. The proposed amendments would require disclosure 
of changes in stockholders' equity for each period presented, which 
would include comparative periods.
---------------------------------------------------------------------------

Request for Comment
    88. Should we retain the option to present dividends per share on 
the face of the statement of stockholders' equity, despite the U.S. 
GAAP prohibition?
    89. Should we extend requirements to disclose changes in 
stockholders' equity to interim periods, as proposed? Would doing so 
pose any significant burdens and costs on issuers? Would the proposed 
requirements benefit investors? If so, how?
f. Interim Financial Statements--Pro Forma Business Combination 
Information \418\
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    \418\ Please refer to the related discussion in section III.C.9.
---------------------------------------------------------------------------

    Regulation S-X \419\ and U.S. GAAP \420\ both require supplemental 
pro forma information about business combinations in the notes to 
interim financial statements. In 2010, the FASB clarified that the pro 
forma financial information should reflect the business combination as 
if it occurred at the beginning of the preceding fiscal year.\421\ At 
the time, the Commission staff acknowledged that the U.S. GAAP 
clarification diverged from Regulation S-X, but stated that it did not 
object to application of Regulation S-X in a manner consistent with 
U.S. GAAP, while it considered ways to update Regulation S-X.\422\ To 
update Regulation S-X, we propose to delete reference in Rule 8-
03(b)(4) and Rule 10-01(b)(4) to when a business combination should be 
assumed to have occurred in pro forma financial information.
---------------------------------------------------------------------------

    \419\ See Rule 8-03(b)(4) [17 CFR 210.8-03(b)(4)] and Rule 10-
01(b)(4) [17 CFR 210.10-01(b)(4)] of Regulation S-X. Rule 8-03(b)(4) 
specifically applies to SRCs and Regulation A issuers in a Tier 2 
offering that report under U.S. GAAP, while Rule 10-01(b)(4) applies 
to non-SRCs.
    \420\ See ASC 270-10-50-7, which refers to ASC 805-10-50-2h.3 
for purposes of interim disclosures.
    \421\ ASU No. 2010-29, Business Combinations (Topic 805): 
Disclosure of Supplementary Pro Forma Information for Business 
Combinations (a consensus of the FASB Emerging Issues Task Force).
    \422\ See SEC Observer comments at Emerging Issues Task Force 
Meeting, as cited in ASU No. 2010-29, paragraph BC7.
---------------------------------------------------------------------------

5. Development Stage Entities
    Regulation S-X requires presentation in interim periods of 
cumulative financial information from inception for development stage 
companies.\423\ In June 2014, the FASB eliminated the U.S. GAAP 
requirement for development stage companies to present cumulative 
financial information from inception.\424\ To update Regulation S-X, we 
propose to eliminate this requirement in Rule 8-03(b)(6) and Rule 10-
01(a)(7).
---------------------------------------------------------------------------

    \423\ See Rule 8-03(b)(6) [17 CFR 210.8-03(b)(6)] and Rule 10-
01(a)(7) [17 CFR 210.10-01(a)(7)] of Regulations S-X. Rule 8-
03(b)(6) specifically applies to SRCs and Regulation A issuers in a 
Tier 2 offering that report under U.S. GAAP, while Rule 10-01(a)(7) 
applies to non-SRCs.
    \424\ ASU No. 2014-10, Development Stage Entities (Topic 915): 
Elimination of Certain Financial Reporting Requirements, Including 
an Amendment to Variable Interest Entities guidance in Topic 810, 
Consolidation. The amendments related to the elimination of the 
concept of development stage entities and cumulative financial 
information from inception disclosures were effective for public 
business entities on a retrospective basis for annual reporting 
periods beginning after December 15, 2014, and interim periods 
therein.
---------------------------------------------------------------------------

6. Insurance Companies \425\
---------------------------------------------------------------------------

    \425\ Please refer to the related discussions in sections II.B.9 
and III.C.6.
---------------------------------------------------------------------------

a. Statutory Accounting Requirements
    Regulation S-X permits mutual life insurance companies and their 
wholly-owned stock insurance company subsidiaries to prepare financial 
statements in accordance with statutory accounting requirements.\426\ 
The Commission originally provided this alternative because, prior to 
1995, U.S. GAAP did not address accounting by mutual life insurance 
companies.\427\ In 1995, the FASB issued SFAS No. 120, Accounting and 
Reporting by Mutual Life Insurance Enterprises and by Insurance 
Enterprises for Certain Long-Duration Participating Contracts (``SFAS 
No. 120''), which sets forth the accounting requirements for mutual 
life insurance companies and does not permit use of statutory 
accounting in U.S. GAAP financial statements.\428\ Currently, no 
issuers under the Securities Act or the Exchange Act rely on Rule 7-
02(b) of Regulation S-X as a basis to report under statutory accounting 
requirements.\429\ We, therefore, propose to eliminate Rule 7-02(b).
---------------------------------------------------------------------------

    \426\ See Rule 7-02(b) of Regulation S-X [17 CFR 210.7-02(b)].
    \427\ See Notice of Adoption of Revision of Regulation S-X and 
Amendment of Forms 10 and 10-K to Revise Requirements as to Form and 
Content and Certification of Financial Statements of Life Insurance 
Companies, Release No. 33-5456 (Feb. 14, 1974) [39 FR 10118].
    \428\ SFAS No. 120 extended the requirements of SFAS No. 60, 
Accounting and Reporting by Insurance Enterprises (``SFAS No. 60''), 
SFAS No. 97, Accounting and Reporting by Insurance Enterprises for 
Certain Long-Duration Contracts and for Realized Gains and Losses 
from the Sale of Investments, and SFAS No. 113, Accounting and 
Reporting for Reinsurance of Short-Duration and Long-Duration 
Contracts (``SFAS No. 113'') to mutual life insurance companies.
    \429\ Some insurance companies sponsoring variable annuity 
contracts for registration on Forms N-3 and N-4 under the Investment 
Company Act and the Securities Act and some insurance companies 
offering variable life insurance contracts for registration on Form 
N-6 under the Investment Company Act and Securities Act prepare 
financial statements under statutory accounting requirements. These 
companies are permitted to do so in certain circumstances by the 
applicable form requirements. Specifically, each of these forms 
requires financial statements of the insurance company and states 
that if the insurance company would not have to prepare financial 
statements in accordance with U.S. GAAP except for use in the 
registration statement being filed or other specified registration 
statements used for variable insurance contracts, then its financial 
statements may be prepared in accordance with statutory accounting 
requirements. See Form N-3, Item 28(b), Instruction 1; Form N-4, 
Item 23(b), Instruction 1; Form N-6, Item 24(b), Instruction 1. The 
proposed elimination of Rule 7-02(b) would not change these forms.
---------------------------------------------------------------------------

b. Reinsurance Recoverable
    Regulation S-X requires insurance company balance sheets to 
separately present an asset called ``reinsurance recoverable on paid 
losses.'' \430\ This requirement aligned with SFAS No. 60, Accounting 
and Reporting by Insurance Enterprises, which required that amounts 
recoverable from reinsurers on paid losses be classified as an asset, 
but that amounts recoverable from reinsurers on unpaid losses be 
classified as a reduction of liabilities.\431\ In 1992, the FASB issued 
SFAS No. 113, which established that reinsurance receivables on unpaid 
losses are also assets.\432\

[[Page 51642]]

SFAS No. 113 further provided that amounts recoverable from reinsurers 
on unpaid losses may be presented together with other reinsurance 
receivables or separately.\433\ To conform to SFAS No. 113, we propose 
to delete the reference to paid losses in Rule 7-03(a)(6).
---------------------------------------------------------------------------

    \430\ See Rule 7-03(a)(6) of Regulation S-X [17 CFR 210.7-
03(a)(6)].
    \431\ See Paragraph 38 of SFAS No. 60.
    \432\ See Paragraphs 74 and 75 of SFAS No. 113.
    \433\ See Paragraph 76, which was codified in ASC 944-20-50-5.
---------------------------------------------------------------------------

c. Separate Account Assets
    Regulation S-X requires the amount of assets held in separate 
accounts--defined as assets used to fund liabilities related to 
variable annuities, pension funds, and similar activities--to be 
separately reported as a summary total, rather than included in other 
lines, on the balance sheet.\434\ U.S. GAAP, however, defines 
differently separate account assets that are required to be reported as 
a summary total.\435\ We propose to replace the reference to variable 
annuities, pension funds, and similar activities in Rule 7-03(a)(11) 
with a reference to U.S. GAAP for assets to be reported as a summary 
total.
---------------------------------------------------------------------------

    \434\ See Rule 7-03(a)(11) of Regulation S-X [17 CFR 210.7-
03(a)(11)].
    \435\ See ASC 944-80-25-1 to 5.
---------------------------------------------------------------------------

7. Bank Holding Companies \436\
---------------------------------------------------------------------------

    \436\ Please refer to the related discussion in section II.B.10.
---------------------------------------------------------------------------

a. Net Presentation
    Regulation S-X requires federal funds sold and securities purchased 
under resale agreements or similar arrangements to be presented on the 
balance sheet gross of federal funds purchased and securities sold 
under agreement to repurchase.\437\ U.S. GAAP permits net presentation 
under certain conditions.\438\ To conform with U.S. GAAP, we propose to 
delete this requirement in Rule 9-03.3 of Regulation S-X.
---------------------------------------------------------------------------

    \437\ See Rule 9-03.3 of Regulation S-X [17 CFR 210.9-03.3].
    \438\ See ASC 210-20-45. Where amounts are presented net, ASC 
210-20-50-3(a) requires disclosure in the notes to the financial 
statements of the gross amounts.
---------------------------------------------------------------------------

b. Goodwill
    Regulation S-X requires that goodwill net of amortization be 
presented on the balance sheet or disclosed in a note to the financial 
statements,\439\ with goodwill amortization presented on the income 
statement.\440\ However, in June 2001, the FASB issued a standard that 
prohibits amortization of goodwill.\441\ To update Regulation S-X, we 
propose to eliminate the parenthetical reference to net of amortization 
in Rule 9-03.10(1) of Regulation S-X.\442\ We also propose to delete 
the reference to goodwill amortization in Rule 9-04.14(c).
---------------------------------------------------------------------------

    \439\ See Rule 9-03.10(1) of Regulation S-X [17 CFR 210.9-
03.10(1)]. In referring to goodwill, Rule 9-03.10(1) uses the phrase 
``Excess of cost over tangible and identifiable intangible assets 
acquired.''
    \440\ See Rule 9-04.14(c) of Regulation S-X [17 CFR 210.9-
04.14(c)].
    \441\ See SFAS No. 142, Goodwill and Other Intangible Assets.
    \442\ We also propose to clarify Rule 9-03.10(1) by replacing 
the phrase ``Excess of cost over tangible and identifiable 
intangible assets acquired'' with ``goodwill.''
---------------------------------------------------------------------------

8. Discontinued Operations
    Regulation S-X and Regulation S-K contain specific requirements 
related to discontinued segments and disposed segments, 
respectively.\443\ For purposes of these Commission disclosure 
requirements, the term ``segments'' refers to discontinued operations 
that are presented separately on the income statement, as prescribed by 
a now-superseded requirement in U.S. GAAP.\444\ Since the adoption of 
these Commission disclosure requirements, the definition of 
``discontinued operations'' under U.S. GAAP has changed multiple times 
and no longer incorporates the term ``segment.'' \445\
---------------------------------------------------------------------------

    \443\ Specifically Instruction 1 to Rule 11-02(b) of Regulation 
S-X [17 CFR 210.11-02(b)] states that the historical income 
statement used in pro forma financial information shall not report 
operations of discontinued segments, among other items. Item 
302(a)(3) of Regulation S-K [17 CFR 229.302(a)(3)] requires a 
description of the effect of any disposals of segments of a 
business, among other items.
    \444\ See APB Opinion No. 30, Reporting the Results of 
Operations--Reporting the Effects of Disposal of a Segment of a 
Business, and Extraordinary, Unusual and Infrequently Occurring 
Events and Transactions.
    \445\ See ASC 205.
---------------------------------------------------------------------------

    To update Commission disclosure requirements, we propose to replace 
the reference to ``segments'' in Instruction 1 to Rule 11-02(b) of 
Regulation S-X and Item 302(a)(3) of Regulation S-K with the more 
appropriate term, ``discontinued operations.''
9. Pooling-of-Interests
    In April 2009, following the FASB's elimination of the pooling-of-
interests method of accounting,\446\ the Commission adopted technical 
amendments to certain rules and forms to, among other items, eliminate 
references to pooling-of-interests and replace them with references to 
combinations of entities under common control.\447\ The 2009 amendments 
inadvertently omitted to replace such references in Rule 11-
02(c)(2)(ii) of Regulation S-X,\448\ Rule 405 of Regulation C, Item 
4A(b)(1)(iii) of Form F-1, Instruction 1 to paragraphs (e) and (f) of 
Item 3 of Form F-4, Item 10(c)(3) of Form F-4, the introduction to Item 
12 of Form F-4, and Item 12(b)(2)(iv) of Form F-4. We propose to update 
these references accordingly.\449\
---------------------------------------------------------------------------

    \446\ See SFAS No. 141, Business Combinations.
    \447\ See Technical Amendments to Rules, Forms, Schedules, and 
Codification of Financial Reporting Policies, Release No. 33-9026, 
(Apr. 23, 2009) [74 FR 18612].
    \448\ 17 CFR 210.11-02(c)(2)(ii).
    \449\ We also propose to replace references to ``acquired 
businesses'' with ``transferred businesses'' in Item 4A(b)(1)(iii) 
of Form F-1, Item 10(c)(3) of Form F-4, the introduction to Item 12 
of Form F-4, and Item 12(b)(2)(iv) of Form F-4, as combinations of 
entities under common control are not referred to as acquisitions. 
See ASC 805-50.
---------------------------------------------------------------------------

10. Statement of Comprehensive Income
    Various Commission disclosure requirements and forms refer to 
``income statements'' and variations thereof. In June 2011, the FASB 
replaced the income statement with the statement of comprehensive 
income.\450\ Comprehensive income is the change in equity of a business 
entity during the period from transactions and other events and 
circumstances from non-owner sources.\451\ In light of the FASB's 
revision, various Commission disclosure requirements and forms that 
refer only to an income statement (or similar term) are no longer 
consistent with U.S. GAAP because they do not address the presentation 
of comprehensive income.
---------------------------------------------------------------------------

    \450\ See ASU No. 2011-05, Comprehensive Income (Topic 220): 
Presentation of Comprehensive Income. ASU No. 2011-05 was effective 
for public entities on a retrospective basis for fiscal years, and 
interim periods within those years, beginning after December 15, 
2011.
    The statement of comprehensive income may be presented as 
either: (1) A single statement of comprehensive income or (2) two 
separate but consecutive statements, comprised of the income 
statement and a separate statement, which begins with net income and 
separately presents the components of other comprehensive income, a 
total of other comprehensive income, and a total of comprehensive 
income.
    \451\ See ASC Glossary.
---------------------------------------------------------------------------

    To update Commission disclosure requirements, we propose to replace 
(or, in some cases, supplement) the existing references to ``income 
statement'' and variations thereof with ``statement of comprehensive 
income'' in our rules and forms. We also propose to clarify the two 
presentation options for the statement by defining the term ``statement 
of comprehensive income'' in Regulation S-X.\452\
---------------------------------------------------------------------------

    \452\ The proposed amendments apply to the following rules: Rule 
1-02 [ 17 CFR 210.1-02], Rule 3-02 [17 CFR 210.3-02], Rule 3-03 [17 
CFR 210.3-03], Rule 3-04 [17 CFR 210.3-04], Rule 3-05, Rule 3-12 [17 
CFR 210.3-12], Rule 3-14 [17 CFR 210.3-14], Rule 3-17 [17 CFR, 210-
3.17], Rule 4-08 [17 CFR 210.4-08], Rule 4-10 [17 CFR 210.4-10], 
Rule 5-02 [17 CFR 210.5-02], Rule 5-03 [17 CFR 210.5-03], Rule 5-04 
[17 CFR 210.5-04], Rule 6-07 [17 CFR 210.6-07], Rule 6A-04 [17 CFR 
210.6A-04], Rule 6A-05 [17 CFR 210.6A-05], Rule 7-03 [17 CFR 210.7-
03], Rule 7-04 [17 CFR 210.7-04], Rule 7-05 [17 CFR 210.7-05], Rule 
8-02 [17 CFR 210.8-02], Rule 8-03 [17 CFR 210.8-03], Rule 8-05 [17 
CFR 210.8-05], Rule 8-06 [17 CFR 210.8-06], Rule 9-03 [17 CFR 210.9-
03], Rule 9-04 [17 CFR 210.9-04], Rule 9-05 [17 CFR 210.9-05], Rule 
9-06 [17 CFR 210.9-06], Rule 10-01 [17 CFR 210.10-01], Rule 11-02 
[17 CFR 210.11-02], Rule 11-03 [17 CFR 210.11-03], Rule 12-16 [17 
CFR 210.12-16], Rule 12-17 [17 CFR 210.12-17], Rule 12-18 [17 CFR 
210.12-18], Rule 12-28 [17 CFR 210.12-28], and Rule 12-29 [17 CFR 
210.12-29] of Regulation S-X, Item 10 [17 CFR 229.10], Item 302 [17 
CFR 229.302], and Item 303 [17 CFR 229.303] of Regulation S-K, Item 
1010 [17 CFR 229.1010] of Regulation M-A, Securities Act Rule 158 
[17 CFR 230.158], Exchange Act Rule 15c3-1g [17 CFR 240.15c3-1g], 
Exchange Act Rule 17a-5 [17 CFR 240.17a-5], Exchange Act Rule 17a-12 
[240.17a-12], Exchange Act rule 17g-3 [17 CFR 240.17g-3], and 
Exchange Act Rule 17h-1T [17 CFR 240.17h-1T]. The proposed 
amendments also apply to the following forms: Form 1-A [17 CFR 
239.90], Form 1-K [17 CFR 239.91], Form 1-SA [17 CFR 239.92], Form 
20-F [17 CFR 249.220f], Form 11-K [17 CFR 249.311], and Form X-17A-5 
[17 CFR 249.617].
    Investment companies generally do not have any other 
comprehensive income. ASC 220-10-15-3(a) states that entities that 
have no items of other comprehensive income are not required to 
report other comprehensive income or comprehensive income. 
Accordingly, we are not proposing to include references to 
``statement of comprehensive income'' within the rules and forms 
applicable to investment companies, other than a reference within 
Rule 6-07 of Regulation S-X to allow for statements of operations to 
be replaced with statements of comprehensive income, where 
applicable.

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[[Page 51643]]

    We further propose to amend Rule 5-03, Rule 7-04, and Rule 9-04 of 
Regulation S-X to add line items to present comprehensive income and 
related items in the statement of comprehensive income.
    In addition, U.S. GAAP requires accumulated other comprehensive 
income to be separately presented in the equity section of the balance 
sheet.\453\ We propose to amend Rule 5-02.30(a) \454\ and Rule 7-
03(a)(23)(a) \455\ of Regulation S-X to include accumulated other 
comprehensive income in its list of balance sheet line items.\456\ We 
also propose to delete the reference in Rule 7-03(a)(23)(a) to 
unrealized appreciation or depreciation of equity securities, as it is 
a component of accumulated other comprehensive income and, under U.S. 
GAAP, is required to be presented separately either on the face of the 
financial statements or in the notes thereto.\457\
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    \453\ See ASC 220-10-45-14.
    \454\ 17 CFR 210.5-02.30(a).
    \455\ 17 CFR 210.7-03(a)(23)(a).
    \456\ We do not propose to amend Rule 9-03 of Regulation S-X. 
Through its reference to Rule 5-02.30, which we propose to amend, 
Rule 9-03 would be effectively updated if we adopt the proposed 
amendment to Rule 5-02.30.
    \457\ See ASC 220-10-45-14A.
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11. Extraordinary Items
    Various Commission disclosure requirements and forms refer to 
extraordinary items. In January 2015, the FASB eliminated extraordinary 
items from U.S. GAAP.\458\ To update Commission disclosure 
requirements, we propose to delete references to extraordinary items in 
our rules and forms.\459\
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    \458\ See ASU No. 2015-01, Income Statement--Extraordinary and 
Unusual Items (Subtopic 225-20): Simplifying Income Statement 
Presentation by Eliminating the Concept of Extraordinary Items. 
Previously, ASC 225-20-45-2 defined ``extraordinary items'' as an 
event or transaction that is unusual in nature and infrequent in 
occurrence, and ASC 225-20-45-3 required separate presentation of 
the effect of the extraordinary item on the income statement. ASU 
No. 2015-01 is effective for public business entities on a 
prospective or retrospective basis for fiscal years, and interim 
periods within those fiscal years, beginning after December 15, 
2015. Early adoption is permitted provided that the ASU is applied 
from the beginning of the fiscal year of adoption.
    \459\ The proposed amendments apply to the following rules: Rule 
1-02(w)(3) [17 CFR 210.1-02(w)(3)], Rule 1-02(bb)(1)(ii) [17 CFR 
210.1-02(bb)(1)(ii)], Rule 3-01(c)(2) [17 CFR 210.3-01(c)(2)], Rule 
3-01(c)(3) [17 CFR 210.3-01(c)(3)], Rule 3-15(a)(1) [17 CFR 210.3-
15(a)(1)], Rule 3A-02(b)(2) [17 CFR 210.3A-02(b)(2)], Rule 5-03(b) 
[17 CFR 210.5-03(b)], Rule 7-04 [17 CFR 210.7-04], Rule 8-03(a)(2) 
[17 CFR 210.8-03(a)(2)], Rule 8-04(b)(3) [17 CFR 210.8-04(b)(3)], 
Rule 9-04 [17 CFR 210.9-04], Rule 10-01(b)(4) [17 CFR 210.10-
01(b)(4)], Rule 11-02(b)(7) [17 CFR 210.11-02(b)(7)], and 
Instruction 1 to Rule 11-02 [17 CFR 210.11-02] of Regulation S-X, 
Item 10(b)(2) [17 CFR 229.10(b)(2)], Item 302(a)(1) [17 CFR 
229.302(a)(1)], and Item 302(a)(3) [17 CFR 229.302(a)(3)] of 
Regulation S-K, Securities Act Rule 405, Exchange Act Rule 3a51-
1(a)(2)(i)(A)(3) [ 17 CFR 240.3a51-1(a)(2)(i)(A)(3)], Exchange Act 
Rule 12b-2 [17 CFR 240.12b-2], Exchange Act Rule 13a-10(b) [17 CFR 
240.13a-10(b)], and Exchange Act 15d-10(b) [17 CFR 240.15d-10(b)]. 
The proposed amendments also apply to Form X-17A-5 [17 CFR 249.617].
    Rule 3a51-1 of the Exchange Act contains a net income measure 
that is used in evaluating whether certain equity securities are 
penny stocks, which currently excludes ``extraordinary and non-
recurring items'' from the net income calculation. As a result of 
the proposed amendment, the reference to ``extraordinary items'' 
will be deleted, but the exclusion of non-recurring items from net 
income will remain. The deletion of the ``extraordinary items'' 
reference from net income calculations under Rule 3a51-1 is not 
intended to affect the application of the rule, as the Commission 
believes that non-recurring items encompass items that would have 
been ``extraordinary items'' previously. Thus, the calculation of 
net income for purposes of Rule 3a51-1 should not change.
    While the FASB has eliminated the concept of extraordinary items 
from U.S. GAAP for general purpose financial reporting, the concept 
of extraordinary expenses is still relevant for investment 
companies, particularly in disclosure of expense ratios in 
registration statements. Certain investment company registration 
forms eliminate extraordinary expenses from expense ratios in the 
fee table in order to disclose to investors the ongoing level of 
expense that can be expected. We believe it is appropriate to 
continue requiring that extraordinary expenses be excluded in the 
fee table and require footnote disclosure reflecting extraordinary 
expenses if they would have a material effect. Thus, the investment 
company registration forms (Form N-1A, Form N-3, Form N-4 [17 CFR 
239.17b and 274.11c], and Form N-6) that reference extraordinary 
items in relation to expenses and the related historical U.S. GAAP 
definition are being amended to include a definition of 
extraordinary expenses, consistent with the historical U.S. GAAP 
definition. With these proposed amendments, we do not intend to 
change the content required to be presented in these forms.
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12. Cumulative Effect of Changes in Accounting Principles 
460
---------------------------------------------------------------------------

    \460\ Please refer to the related discussions in sections 
II.B.11 and III.C.8.
---------------------------------------------------------------------------

    Various Commission disclosure requirements and forms refer to a 
line on the income statement for a cumulative effect of a change in 
accounting principle. A change in accounting principle is a change from 
one generally accepted accounting principle to another generally 
accepted accounting principle when there are two or more generally 
accepted accounting principles that may be used or when the accounting 
principle formerly used is no longer generally accepted.\461\ Prior to 
2005, U.S. GAAP ordinarily required that the cumulative effect, or 
total effect on prior periods, of a change in accounting principle be 
reported separately in a single line in the income statement in the 
period the change took effect.\462\ In 2005, the FASB eliminated from 
U.S. GAAP the requirement to report cumulative effect of a change in 
accounting principle in the income statement.\463\ U.S. GAAP now 
requires, unless impracticable or otherwise provided for in a newly 
issued accounting standards update, retrospective application of a 
change in accounting principle to all prior periods, with the 
cumulative effect reported in the opening balance of retained earnings 
for the earliest period presented.\464\
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    \461\ See ASC Glossary.
    \462\ See APB Opinion No. 20, Accounting Changes.
    \463\ See SFAS No. 154, Accounting Changes and Error 
Corrections. This is now reflected in ASC 250, Accounting Changes 
and Error Corrections.
    \464\ See ASC 250-10-45-5. Where impracticable or otherwise 
provided for in a newly issued accounting standards update, U.S. 
GAAP requires prospective application such that the existing line on 
the income statement for a cumulative effect of a change in 
accounting principle is unnecessary.
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    To update Commission disclosure requirements, we propose to 
eliminate references to cumulative effect of a change in accounting 
principle.\465\
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    \465\ The proposed amendments apply to the following rules: Rule 
1-02, Rule 3-01, Rule 3-15, Rule 5-03, Rule 7-04, Rule 8-03, Rule 8-
04, Rule 9-04, Rule 10-01, Rule 11-02, and Instruction 1 to Rule 11-
02 of Regulation S-X, Item 302 of Regulation S-K, Securities Act 
Rule 405, Exchange Act Rule 12b-2, Exchange Act Rule 13a-10(b), and 
Exchange Act Rule 15d-10(b). The proposed amendments also apply to 
Form X-17A-5.
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13. Published Report Regarding Matters Submitted To Vote of Security 
Holders
    Prior to 2009, Forms 10-K and 10-Q required disclosure of the 
voting results for matters that were submitted to

[[Page 51644]]

shareholders.\466\ Issuers were able to satisfy this disclosure 
requirement by providing the disclosure within the forms or by 
referring to a report containing the voting results and filing such 
report as an exhibit to the applicable form pursuant to Regulation S-
K.\467\
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    \466\ These requirements were contained in Item 4, Part I of 
Form 10-K and Item 4, Part II of Form 10-Q prior to 2009.
    \467\ See Item 601(b)(22) of Regulation S-K [17 CFR 
229.601(b)(22)].
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    In 2009, the Commission eliminated the requirement to disclose 
shareholder voting results in Forms 10-K and 10-Q and added it to Item 
5.07 of Form 8-K.\468\ As such, we propose to eliminate Item 601(b)(22) 
of Regulation S-K and its accompanying inclusion in the Exhibit Table 
within Item 601, as these requirements are no longer applicable.
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    \468\ See Proxy Disclosure Enhancements, Release No. 33-9089, 
(Dec. 16, 2009) [74 FR 68334]. In addition, the Form 8-K containing 
the voting results must be filed within four business days after the 
meeting at which the votes took place.
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    We also propose to eliminate Item 5 of Form 10-D \469\ regarding 
disclosure of matters submitted to a vote of security holders. In 2009, 
when the Commission adopted Item 5.07 of Form 8-K, it did not exclude 
asset-backed issuers from the requirements; however, Item 5 of Form 10-
D was not revised or eliminated following the adoption of Item 5.07 of 
Form 8-K.\470\ Rather, current Item 5 of Form 10-D contains a reference 
to Item 4 of Part II to Form 10-Q, which, as stated above, was 
eliminated with the adoption of Item 5.07 to Form 8-K.\471\ As such, we 
propose to eliminate Item 5 of Form 10-D.
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    \469\ 17 CFR 249.312.
    \470\ A Form 10-D is a periodic distribution report for asset-
backed issuers that is typically filed three weeks or more after the 
end of a reporting period. Reporting on Form 8-K provides users of 
the information with a date certain upon which disclosure of the 
results of a vote is required and reduces delay between the end of a 
meeting and when voting results are disclosed in periodic reports. 
See 17 FR 68334 at 68350. Investors in asset-backed securities may 
vote for a variety of reasons, such as to amend the terms of the 
securities (e.g., maturity date), substitute transaction parties, or 
to trigger a review of the underlying assets.
    \471\ Current Item 4 of Part II to Form 10-Q refers to mine 
safety disclosure requirements.
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14. Selected Financial Data for Foreign Private Issuers That Report 
Under IFRS
    Prior to 2005, Form 20-F required all foreign private issuers, 
including those that reported under IFRS, to present five years of 
selected financial data under their primary basis of accounting and 
U.S. GAAP.\472\ As a result of two amendments, foreign private issuers 
that report under IFRS are now only required to present selected 
financial data under IFRS for those periods for which the issuer has 
prepared financial statements in accordance with IFRS. Specifically:
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    \472\ Item 3.A of Form 20-F provides an exception from 
presenting up to the earliest two of the five years of selected 
financial data under the primary basis of accounting and U.S. GAAP 
if the issuer represents that such information cannot be provided 
without unreasonable effort or expense.
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     In April 2005, the Commission amended Form 20-F to allow 
foreign private issuers to present two years of financial statements, 
instead of three, in the year that they first adopt IFRS.\473\ At the 
time, the Commission created a new General Instruction G(c), which 
states that, for first-time IFRS adopters, selected financial data 
prepared under IFRS is only required for the two most recent financial 
years.
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    \473\ See First-Time Application of International Financial 
Reporting Standards, Release No. 33-8567 (Apr. 12, 2005) [70 FR 
20674].
---------------------------------------------------------------------------

     In December 2007, the Commission eliminated the 
reconciliation requirement for foreign private issuers that prepare 
financial statements in accordance with IFRS.\474\ In adopting 
amendments to Form 20-F to reflect the elimination of the 
reconciliation requirement, the Commission also clarified that selected 
financial data based on the U.S. GAAP reconciliation is only required 
if the issuer prepares its financial statements using a basis of 
accounting other than IFRS.\475\
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    \474\ See Acceptance From Foreign Private Issuers of Financial 
Statements Prepared in Accordance With International Financial 
Reporting Standards Without Reconciliation to U.S. GAAP, Release 33-
8879, (Dec. 21, 2007) [73 FR 986] (``2007 Adopting Release'').
    \475\ See Instruction 2 to Item 3.A of Form 20-F.
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    However, General Instruction G(c) of Form 20-F continues to require 
an issuer that reports under IFRS to present selected financial data in 
accordance with U.S. GAAP for the five most recent years. To update 
Form 20-F, we propose to amend: (1) General Instruction G(c) of Form 
20-F to delete the requirement to present selected financial data in 
accordance with U.S. GAAP and (2) Instruction 2 to Item 3.A of Form 20-
F to explicitly state that selected financial data is required only for 
the periods for which the issuer has prepared financial statements in 
accordance with IFRS.
15. Canadian Regulation A Issuers
    Foreign private issuers that report under IFRS must comply with 
IFRS requirements for form and content within the financial statements 
rather than the specific presentation and disclosure provisions in 
Regulation S-X.\476\ Regulation A permits Canadian issuers to report 
under IFRS.\477\ However, in certain places, Forms 1-A and 1-SA 
inadvertently refer all Regulation A issuers, including Canadian 
issuers that report under IFRS, to rules in Regulation S-X, rather than 
IFRS, for the form and content within the financial statements.\478\ As 
we did not intend for the form and content requirements in Regulation 
S-X to apply to Canadian Regulation A issuers reporting under IFRS, we 
propose to amend such references to Regulation S-X in Forms 1-A and 1-
SA only to apply to Regulation A issuers that report under U.S. GAAP.
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    \476\ See 2007 Adopting Release.
    \477\ Paragraph (a)(2) of Part F/S of Form 1-A, Item 7(b) of 
Form 1-K, and Item 3 of Form 1-SA.
    \478\ Paragraphs (b)(5) and (c)(1)(i) of Part F/S of Form 1-A 
and Item 3 and Item 3(d) of Form 1-SA.
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16. Non-Existent or Incorrect References
    Various Commission disclosure requirements contain non-existent or 
incorrect references. We propose to update them as follows:
     Rule 5-02 of Regulation S-X refers in four places \479\ to 
Rule 4-05 of Regulation S-X, which no longer exists. We propose to 
delete these references.
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    \479\ See the header to current assets, Rule 5-02.6(a)(2), Rule 
5-02.6(a)(3), and the header to current liabilities.
---------------------------------------------------------------------------

     Rule 5-02.22(a) of Regulation S-X refers to Rule 4-06 of 
Regulation S-X, which no longer exists. We propose to delete this 
reference.
     Rule 7-04.9 of Regulation S-X on income tax expense refers 
to Rule 4-08(g) of Regulation S-X, which addresses summarized financial 
information of investments accounted for under the equity method of 
accounting. This reference should be to Rule 4-08(h) of Regulation S-X, 
which addresses income tax expense. We propose to update this reference 
accordingly.
     Rule 9-03.7(e)(3) of Regulation S-X refers to Rule 4-
08(L)(3), which no longer exists. We propose to delete this reference.
     Item 512(a)(4) of Regulation S-K provides that a post-
effective amendment need not be filed to include on Form F-3 the 
financial statements and information required by Rule 3-19 of 
Regulation S-X, if such financial statements and information are filed 
or furnished on reports incorporated by reference in the Form F-3.\480\ 
However, Rule 3-19 no longer exists. When the Commission revised Form 
20-F in 1999, it replaced references to Rule 3-19 with references to 
Item 8.A of Form 20-F as the source for foreign private issuer 
financial statement requirements, but inadvertently omitted to replace 
the

[[Page 51645]]

reference in Item 512(a)(4).\481\ We propose to update Item 512(a)(4) 
accordingly.
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    \480\ See Item 512(a)(4) [17 CFR 229.512(a)(4)].
    \481\ See International Disclosure Standards, Release No. 33-
7745 (Sept. 28, 1999) [64 FR 53900].
---------------------------------------------------------------------------

     General Instruction J(1)(e) to Form 10-K is blank. 
Although the Commission deleted the instruction in 2011,\482\ it did 
not reserve the instruction. We propose to clarify that General 
Instruction J(1)(e) is reserved.
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    \482\ See Mine Safety Disclosure, Release No. 33-9286 (Dec. 21, 
2011) [76 FR 81762].
---------------------------------------------------------------------------

     General Instruction J(1)(f) to Form 10-K permits asset-
backed issuers to omit Item 5 of Form 10-K, but the Instruction 
incorrectly describes Item 5. We propose to conform the description in 
Instruction J(1)(f) to the title of Item 5 of Form 10-K: Market for 
Registrant's Common Equity, Related Stockholder Matters and Issuer 
Purchases of Equity Securities.
     Paragraph (c)(1)(i) of Part F/S of Form 1-A refers to the 
age of interim financial statements discussed in paragraphs (b)(3)-(4) 
of Part F/S. However, paragraphs (b)(3)-(4) address the age of both 
interim and annual financial statements. To correct this reference, we 
propose to delete ``interim'' in paragraph (c)(1)(i).
     Forms F-1, F-3, F-4, F-6,\483\ F-7,\484\ F-8,\485\ F-
10,\486\ F-80,\487\ 20-F, and 40-F \488\ include references to 
incorrect telephone numbers and offices at the Commission. We propose 
to update these references to the correct telephone numbers and 
offices.
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    \483\ 17 CFR 239.36.
    \484\ 17 CFR 239.37.
    \485\ 17 CFR 239.38.
    \486\ 17 CFR 239.40.
    \487\ 17 CFR 239.41.
    \488\ 17 CFR 249.240f.
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C. Request for Comment
    90. We solicit comment on the foregoing proposed amendments to 
address superseded requirements. Should any proposed amendments not be 
made? Should any proposed amendments be modified? If so, which ones and 
why? Please be as specific as possible for each of the proposed 
amendments on which you provide comments.
    91. Are there other superseded Commission disclosure requirements? 
If so, which requirements have been superseded and how should they be 
addressed?

VI. General Request for Comment

    We request and encourage any interested person to submit comments 
regarding the proposals, specific issues discussed in this release, and 
other matters that may have an effect on the proposals. With regard to 
any comments, we note that such comments are of particular assistance 
if accompanied by supporting data and analysis of the issues addressed 
in those comments.

VII. Economic Analysis

    This section analyzes the expected economic effects of the 
proposals relative to the current baseline, which consists of both the 
regulatory framework of disclosure requirements in existence today and 
the current use of such disclosure by investors and other users. As 
discussed above, we are proposing amendments to certain of our 
disclosure requirements that may have become redundant, duplicative, 
overlapping, outdated, or superseded, in light of other Commission 
disclosure requirements, U.S. GAAP, IFRS, or changes in the information 
environment. We are also soliciting comment on certain Commission 
disclosure requirements that overlap with, but require information 
incremental to, U.S. GAAP to determine whether to retain, modify, 
eliminate, or refer them to the FASB for potential incorporation into 
U.S. GAAP. These proposals are a result of the Division of Corporation 
Finance's Disclosure Effectiveness Initiative and part of our efforts 
to implement title LXXII, section 72002(2) of the Fixing America's 
Surface Transportation Act.
    The discussion below addresses the potential economic effects of 
the proposals, including the likely benefits and costs, as well as the 
likely effects on efficiency, competition, and capital formation.\489\
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    \489\ Section 2(b) of the Securities Act [15 U.S.C. 77b(b)] and 
section 3(f) of the Exchange Act [17 U.S.C. 78c(f)] require the 
Commission, when engaging in rulemaking where it is required to 
consider or determine whether an action is necessary or appropriate 
in the public interest, to consider, in addition to the protection 
of investors, whether the action will promote efficiency, 
competition, and capital formation. Further, section 23(a)(2) of the 
Exchange Act [17 U.S.C. 78w(a)(2)] requires the Commission, when 
making rules under the Exchange Act, to consider the impact that the 
rules would have on competition, and prohibits the Commission from 
adopting any rule that would impose a burden on competition not 
necessary or appropriate in furtherance of the Exchange Act.
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A. Baseline and Affected Parties

    Our baseline includes the current disclosure requirements in 
Regulation S-K, Regulation S-X, and other rules and Commission forms 
promulgated under the Securities Act, the Exchange Act, and the 
Investment Company Act. The parties that are likely to be affected by 
the proposals include investors and other users, auditors, and entities 
subject to Regulation S-K, Regulation S-X, and other rules and 
Commission forms promulgated under the Securities Act, the Exchange 
Act, and the Investment Company Act.
    The proposals affect both domestic issuers and foreign private 
issuers. We estimate approximately 7,600 issuers that file on domestic 
forms \490\ and 800 foreign private issuers that file on F-forms would 
be affected by the proposals. Among the issuers that file on domestic 
forms, 26% are large accelerated filers, 18% are accelerated filers, 
18% are non-accelerated filers, and 38% are SRCs. About 12% of issuers 
that file on domestic forms are also EGCs. Among the foreign private 
issuers that file on F-forms, 38% are large accelerated filers, 22% are 
accelerated filers, and 40% are non-accelerated filers.\491\ About 15% 
of foreign private issuers that file on Forms 20-F and 40-F are also 
EGCs. With respect to foreign private issuer accounting standards, 43% 
of foreign private issuers report under U.S. GAAP, 56% report under 
IFRS, and less than 1% report under Another Comprehensive Body of 
Accounting Principles with a reconciliation to U.S. GAAP.\492\
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    \490\ This number includes fewer than 50 foreign private issuers 
that file on domestic forms, approximately 100 business development 
companies, and a portion of the approximately 12,000 investment 
advisers, as discussed further below.
    \491\ Approximately 16% of foreign private issuers that file on 
F-forms are Canadian issuers that file on Form 40-F under the 
multijurisdictional disclosure system. Form 40-F does not require 
disclosure of large accelerated, accelerated, or non-accelerated 
filer status. Accordingly, these amounts exclude foreign private 
issuers that file on Form 40-F.
    \492\ The number of domestic and foreign private issuers 
affected by the proposals is estimated as the number of unique 
companies, identified by Central Index Key (CIK), that filed Forms 
10-K, Form 20-F, and Form 40-F with the Commission during calendar 
year 2015. The estimates for the percentages of SRCs, accelerated 
filers, large accelerated filers, and non-accelerated filers are 
based on information from Form 10-K, Form 20-F, and Form 40-F. The 
number of EGCs is estimated by analyzing several types of filings 
filed with the Commission during calendar year 2015. The estimates 
for the percentages of foreign private issuers' basis of accounting 
used to prepare the financial statements are calculated from the 
information in Forms 20-F and 40-F. These estimates do not include 
issuers that filed initial registration statements during calendar 
year 2015, which would also be affected by the proposals.
---------------------------------------------------------------------------

    Certain proposals also affect requirements applicable to:
     Fewer than 100 asset-backed issuers.
     Issuers that rely on Regulation A exemptions.\493\
---------------------------------------------------------------------------

    \493\ Between June 19, 2015 and July 5, 2016, approximately 48 
Regulation A offerings have been qualified. Over the same time 
period, approximately 108 Regulation A offering statements have been 
filed. Withdrawals and post-qualification amendments are excluded.

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[[Page 51646]]

     Approximately 4,100 investment companies, including 
approximately 100 business development companies, and the portion of 
the approximately 12,000 investment advisers to which Regulation S-X 
and Regulation S-K apply.
     Up to approximately 4,200 registered broker-dealers.\494\
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    \494\ The proposed amendments to Exchange Act Rules 17a-5, 17a-
12, and 17h-1T, and Part III of Form X-17A-5 collectively affect 
approximately 4,230 broker-dealers who must file annual reports with 
the Commission. The proposed amendments to Part II of Form X-17A-5 
affect approximately 470 broker-dealers, based on the number of 
broker-dealers who filed Part II as of September 30, 2015. The 
proposed amendments to Part IIA of Form X-17A-5 affect approximately 
3,685 broker-dealers, based on the number of broker-dealers who 
filed Part IIA as of September 30, 2015. The proposed amendments to 
Part IIB of Form X-17A-5 affect approximately 4 broker-dealers, 
based on the number of broker-dealers who filed Part IIB as of 
September 30, 2015.
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     10 NRSROs.
    This release also solicits comment on certain Commission disclosure 
requirements that overlap with, but require information incremental to, 
U.S. GAAP.\495\ One potential outcome of this feedback is a referral of 
these incremental requirements to the FASB for potential incorporation 
into U.S. GAAP. While a referral alone would have no effect on issuers, 
any changes to U.S. GAAP that may result from such a referral would 
potentially affect all entities that report under U.S. GAAP, including 
crowdfunding issuers and those outside the scope of our regulatory 
authority. Any potential changes to U.S. GAAP would be subject to the 
FASB's standard-setting process, as discussed in section I.C.
---------------------------------------------------------------------------

    \495\ As discussed in section III.E, we are not proposing 
amendments to this category of disclosure requirements in this 
release. Rather, the comments received in response to this release 
may inform both potential future Commission rulemaking and FASB 
standard-setting activities.
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B. Potential Costs and Benefits

    In this section, we discuss the anticipated economic benefits and 
costs of the proposals in each category of redundant, duplicative, 
overlapping, outdated, and superseded disclosure requirements.
1. Redundant or Duplicative Requirements
    We have preliminarily identified redundant or duplicative 
Commission disclosure requirements that require substantially the same 
disclosures as U.S. GAAP, IFRS, or other Commission disclosure 
requirements. The proposed amendments would eliminate certain redundant 
or duplicative Commission disclosure requirements.
    Elimination of Commission disclosure requirements that are 
considered redundant or duplicative with U.S. GAAP, IFRS, or other 
Commission disclosure requirements would simplify issuer compliance 
efforts by reducing the number of rules to consider. To the extent that 
the redundant or duplicative requirements result in duplicative 
disclosures, elimination of these requirements also would be 
potentially beneficial to investors and other users. Academic research 
suggests that duplication is associated with less efficient price 
discovery \496\ and that individuals invest more in firms with more 
concise financial disclosures.\497\ Thus, to the extent that the 
proposed amendments alleviate duplication and do not affect the 
completeness of financial disclosures,\498\ they could result in 
improved price discovery, enhance the allocative efficiency of the 
market, and facilitate capital formation.
---------------------------------------------------------------------------

    \496\ See A. Cazier and R. Pfeiffer, Say Again? Assessing 
Redundancy in 10-K Disclosures (Working paper, 2015), available at 
https://www2.aaahq.org/AM/display.cfm?Filename=SubID_2229.pdf&MIMEType=application%2Fpdf.
    \497\ See A. Lawrence, Individual Investors and Financial 
Disclosure, Journal of Accounting and Economics 56, 2013 at 13-147.
    \498\ Recent academic research has suggested that more complete 
financial disclosures benefit investors and firms. See, e.g., C. 
Leuz and P. Wysocki, The Economics of Disclosure and Financial 
Reporting Regulation: Evidence and Suggestions for Future Research 
(Working paper, 2015), available at http://
research.chicagobooth.edu/~/media/
7628D551E7424DC08524879103870C12.pdf.
---------------------------------------------------------------------------

    The potential adverse effects of these proposed amendments on 
investors and other users are likely to be limited as these parties 
would still receive substantially the same information from issuers. 
However, potential costs to investors may arise if U.S. GAAP were to 
change in such a way that information previously required by Commission 
disclosure requirements is no longer provided under U.S. GAAP.\499\ The 
potential for such changes may be mitigated by the FASB's transparent, 
public standard-setting process and our oversight of the FASB.\500\
---------------------------------------------------------------------------

    \499\ See discussion of current FASB projects with the potential 
to broadly affect the proposed amendments in section I.C.3.
    \500\ See discussion in section I.C.
---------------------------------------------------------------------------

2. Overlapping Requirements
    We have preliminarily identified Commission disclosure requirements 
that are related to, but not the same as, U.S. GAAP, IFRS, or other 
Commission disclosure requirements. For certain of these overlapping 
requirements, the proposed amendments would: (a) Delete the overlapping 
Commission disclosure requirements or (b) integrate them with other 
related Commission disclosure requirements. For certain other 
overlapping requirements, we are soliciting comment on certain 
Commission disclosure requirements to determine whether to retain, 
modify, eliminate, or refer them to the FASB for potential 
incorporation into U.S. GAAP. We discuss below the economic effects of 
the proposals and provide examples of requirements affected by the 
proposals.
    First, some proposals may give rise to Disclosure Location 
Considerations. Where proposals relocate existing disclosure from 
outside the financial statements to within the financial statements, 
issuers may incur additional costs to comply with audit and/or interim 
review and internal control over financial reporting requirements, 
whereas investors and other users may benefit to the extent that 
information is considered more reliable.\501\
---------------------------------------------------------------------------

    \501\ In contrast, some proposed amendments may require 
disclosure to be moved from inside the financial statements to 
outside the financial statements. In this case, the potential 
economic effects would be similar to the effects discussed above but 
in the opposite direction.
---------------------------------------------------------------------------

    The relocation of existing disclosures, for example, from outside 
the financial statements to within the financial statements or from the 
face of the financial statements to the notes to the financial 
statements, may also affect the prominence of the disclosures. Some 
experimental research provides indirect evidence that users may treat 
information differently depending on the location of the disclosure. 
For instance, research shows a weaker relation between equity prices 
and disclosed items (in the notes to the financial statements) versus 
recognized items (on the face of the financial statements).\502\ 
Additionally,

[[Page 51647]]

experimental research on laboratory participants shows that positioning 
pro-forma (non-GAAP) earnings earlier than U.S. GAAP earnings in an 
earnings announcement influences a nonprofessional investor's 
judgment.\503\ Other research on the effect of disclosure location 
shows recognized and disclosed items are treated equivalently by 
investors.\504\
---------------------------------------------------------------------------

    \502\ See, e.g., R.M. Harper Jr., W.G. Mister, and J.R. 
Strawser, The Impact of New Pension Disclosure Rules on Perceptions 
of Debt, Journal of Accounting Research 25, 1987 at 327 (showing 
that financial statement users do not treat pension information 
included in a note to the financial statements as they would a 
balance sheet liability); C. Viger, R. Belzile, and A.A. 
Anandarajan, Disclosure versus Recognition of Stock Option 
Compensation: Effect on the Credit Decisions of Loan Officers, 
Behavioral Research in Accounting 20, 2008 at 93-113 (showing that 
loan officers are more affected by the same earnings recognized in 
the income statement than disclosed in the notes to the financial 
statements); M. M[uuml]ller, E.J. Riedl, and T. Sellhorn, 
Recognition versus Disclosure of Fair Values, The Accounting Review 
90, 2015 at 2411-2447, (showing a lower association between equity 
prices and disclosed investment property fair values relative to 
recognized investment property fair values. The authors also find 
that reduced information processing costs and higher readability 
mitigates the discount applied to disclosed fair values); D. Aboody, 
Recognition versus Disclosure in the Oil and Gas Industry, Journal 
of Accounting Research 34, 1996, at 21-32 (using the disclosure 
requirements for oil and gas companies, which requires the firm-
specific effect of a macroeconomic event to be recognized in the 
financial statements for firms adopting the full cost method, but 
only requires disclosure in the notes to the financial statements 
for firms following the successful efforts method, to show that the 
effect of note disclosure on price differs from the effect of 
recognition on price); and H. Espahbodi, P. Espahbodi, Z. Rezaee, 
and H. Tehranian, Stock Price Reaction and Value Relevance of 
Recognition versus Disclosure: The Case of Stock-Based Compensation, 
Journal of Accounting and Economics 33 (3), 2002 at 343-373 
(examining the equity price reaction to the announcements related to 
accounting for stock-based compensation to assess the value 
relevance of recognition (on the face of the financial statements) 
versus disclosure (in the notes to the financial statements) and 
concluding that recognition and disclosure are not substitutes).
    \503\ See, e.g., W.B. Elliot, Are Investors Influenced by Pro 
Forma Emphasis and Reconciliations in Earnings Announcements? The 
Accounting Review 81 (1), 2006 at 113-133.
    \504\ P.Y. Davis-Friday, L.B. Folami, C.S. Liu, and H.F. 
Mittelstaedt, The Value Relevance of Financial Statement Recognition 
vs. Disclosure: Evidence from SFAS No. 106, The Accounting Review. 
74 (4), 1999 at 403-423 (testing whether market agents treat 
disclosed and recognized amounts equivalently by examining firms' 
obligations for postretirement benefits other than pensions before 
and after formal recognition. This research focuses on a sample of 
229 firms that elected disclosure of the postretirement benefit 
liability in the year(s) prior to adoption of SFAS 106). The authors 
find that both post-retirement benefit liabilities disclosed prior 
to adoption of SFAS No. 106, Employers' Accounting for 
Postretirement Benefits Other than Pensions, and those recognized 
subsequent to adoption significantly contribute to explaining stock 
prices, thus suggesting that market agents treat disclosed and 
recognized amounts equivalently).
---------------------------------------------------------------------------

    The relocation of existing disclosures from outside the financial 
statements to within the financial statements may also subject the 
disclosures to XBRL tagging requirements. Issuers may incur additional 
costs to comply with these requirements, whereas investors and other 
users may benefit from more readily-available information in structured 
formats. In general, we believe the marginal costs of applying XBRL 
data tagging likely would be relatively low, as issuers already have 
implemented software enabled processes and controls to structure 
previously mandated disclosures.
    Furthermore, the relocation of existing disclosures may affect the 
extent of information that investors receive. Since the PSLRA does not 
provide a safe harbor for forward-looking information located within 
the financial statements, issuers may be less likely to voluntarily 
supplement those disclosures with forward-looking information as 
compared with disclosures made outside the audited financial 
statements. However, issuers retain the option of providing forward-
looking information outside the financial statements if they so choose.
    Second, some proposed deletions, such as those related to bright 
line disclosure thresholds, may change the mix of information available 
to investors. Bright line thresholds set forth explicit quantitative 
criteria for disclosure. If the bright line thresholds are consistent 
with the preferences of investors and other users, they will result in 
disclosure at an appropriate level of detail. If the bright line 
thresholds differ from the preferences of investors and other users, 
they will result in too much or too little detail.
    The economic effects of replacing the bright line thresholds with 
new criteria will depend on the nature of the new criteria. If the new 
criteria are more consistent with the preferences of investors and 
other users, the changes may benefit them. If the new criteria are less 
consistent with the preferences of investors and other users, the 
changes may have negative impacts on them. On one hand, bright line 
thresholds may be easier to apply. On the other hand, although other 
criteria may require more judgment, may be more difficult to apply, and 
may lead to more variation in disclosure, they may also permit more 
tailored information to be presented.
a. Deletion of Commission Disclosure Requirements
    When we believe that Commission disclosure requirements: (1) 
Require disclosures that convey reasonably similar information to or 
are encompassed by the disclosures that result from compliance with the 
overlapping U.S. GAAP, IFRS, or Commission disclosure requirements or 
(2) require disclosures incremental to the overlapping U.S. GAAP or 
Commission disclosure requirements and are no longer useful to 
investors, we are proposing to eliminate the requirements.
    In addition to the economic effects of changing disclosure location 
and bright line disclosure thresholds, as discussed above, potential 
costs to investors may arise if U.S. GAAP were to change in such a way 
that information previously required by Commission disclosure 
requirements is no longer provided under U.S. GAAP.\505\ As noted 
above, the potential for such changes may be mitigated by the FASB's 
transparent, public standard-setting process and the Commission's 
oversight of the FASB.\506\
---------------------------------------------------------------------------

    \505\ See discussion of current FASB projects with the potential 
to broadly affect the proposals in section I.C.3.
    \506\ See discussion in section I.C.
---------------------------------------------------------------------------

    The effects of the proposed deletion of these overlapping 
Commission disclosure requirements may also depend on the level of 
overlap between the requirements. On the one hand, eliminating 
overlapping requirements may reduce search costs and lead to more 
efficient information processing for investors. This, in turn, may lead 
to better informed investment decisions and an increase in allocative 
efficiency. On the other hand, to the extent eliminating a requirement 
results in a loss of information incremental to the overlapping 
requirement, it could result in a loss of information for investors.
    The examples below illustrate the potential effects of the proposed 
elimination of Commission disclosure requirements on issuers, 
investors, and other users.
    One example of an item we propose to delete due to its sufficient 
overlap with another item is Item 101(d)(3) of Regulation S-K. Item 
101(d)(3) requires risk disclosures outside the financial statements 
relating to geographic areas. We believe this provision requires 
disclosures that are largely encompassed by the disclosures that result 
from compliance with other parts of Regulation S-K. More specifically, 
Item 101(d)(3) requires disclosure of ``any'' risks associated with an 
issuer's foreign operations. This requirement is similar to Item 503(c) 
of Regulation S-K, which requires disclosure of ``significant'' risk 
factors. Item 101(d)(3) also requires disclosures of a segment's 
dependence on foreign operations. This requirement is similar to Item 
303(a) of Regulation S-K, which requires disclosure of trends and 
uncertainties by segment, if appropriate to an understanding of the 
issuer as a whole.
    Since Item 101(d)(3) is more expansive than other parts of 
Regulation S-K, the economic effects of the deletion would depend on 
the nature of the incremental information required by Item 101(d)(3). 
Research shows that international corporate diversification may affect 
issuers' stock market performance and valuation. For example, the 
required rate of return among U.S. firms listed on the NYSE has been 
shown to reflect the benefit of

[[Page 51648]]

geographical diversification.\507\ There is also a positive correlation 
between the level of foreign operations and firm value,\508\ and 
studies have found that the positive impact of intangible assets on 
firm value can be enhanced by foreign operations to the extent the 
intangible assets may be used across multiple countries.\509\ 
Therefore, some investors may want incremental information on foreign 
operations. Deletion of Item 101(d)(3) may adversely affect this group 
of investors. However, if the requirements in Item 101(d)(3), such as 
the requirement to disclose ``any'' risk associated with foreign 
operations, tend to yield immaterial disclosures, deletion of Item 
101(d)(3) would benefit investors by eliminating immaterial 
information, reducing search costs, and facilitating more efficient 
information processing.\510\
---------------------------------------------------------------------------

    \507\ See T. Agmon and D. R. Lessard, Investor Recognition of 
Corporate International Diversification, Journal of Finance 32(4), 
1977 at 1049-1055 (arguing that multinational firms have an 
advantage relative to single-country firms because of their ability 
to overcome the barriers to portfolio capital flows). The empirical 
results of the study support the notion that U.S. investors 
recognize the international composition of the activities of U.S.-
based corporations.
    \508\ See V. Errunza and L. Senbet, International Corporate 
Diversification, Market Valuation and Size-Adjusted Evidence, 
Journal of Finance 34, 1984 at 727-745 (developing a model where 
international corporate intermediation through direct foreign 
investment can undo barriers to international capital flows faced by 
individual investors and lead to a positive valuation effect 
associated with the degree of international involvement). The 
authors tested the model using generalized least squares and maximum 
likelihood procedures, controlling for the size and price to 
earnings effects, and obtain results consistent with the theoretical 
valuation effect.
    \509\ See R. Morck and B. Yeung, Why Investors Value 
Multinationality, Journal of Business, 64 (2), 1991 at 165-187 
(examining the value of multinationality as reflected in Tobin's Q). 
The authors find that the positive impact of research and 
development and advertising spending on Q is enhanced by 
multinationality, but multinationality itself has no significant 
impact on Q, supporting the notion that multinational corporations 
have intangible assets that can be used internationally.
    \510\ See D. Hirshleifer and S. Teoh, Limited Attention, 
Information Disclosure, and Financial Reporting, Journal of 
Accounting and Economics 36, 2003 at 337-386 (developing a 
theoretical model where investors have limited attention and 
processing power). The authors show that with partially attentive 
investors, means of presenting information may have an impact on 
stock price reactions, misvaluation, long-run abnormal returns, and 
corporate decisions.
---------------------------------------------------------------------------

    Another example of an item we propose to delete because it results 
in reasonably similar disclosures as other requirements is Item 
101(c)(1)(xi) of Regulation S-K. Item 101(c)(1)(xi) requires disclosure 
of the amount spent on research and development activities for all 
periods presented.\511\ Although Commission disclosure requirements use 
different terminology than U.S. GAAP,\512\ the meaning under U.S. GAAP 
is either no different or broader in scope than that in Regulation S-K. 
The most notable difference in terminology is Regulation S-K's 
reference to ``customer-sponsored'' research and development 
activities, as compared to U.S. GAAP's reference to ``research and 
development performed on behalf of others.'' Since the U.S. GAAP 
terminology is broader in scope, deletion of Item 101(c)(1)(xi) of 
Regulation S-K and Item 101(h)(4)(x) of Regulation S-K should not 
change the information available to investors and other users.
---------------------------------------------------------------------------

    \511\ Item 101(c)(1)(xi) of Regulation S-K for non-smaller 
reporting companies and Item 101(h)(4)(x) of Regulation S-K for 
smaller reporting companies.
    \512\ See ASC 730-10-50-1 and ASC 730-20-50-1.
---------------------------------------------------------------------------

    Finally, an example of a change that might affect the extent of 
information disclosed as a result of the disclosure no longer being 
subject to the PSLRA safe harbor involves Item 303(b) of Regulation S-
K. Item 303(b) requires seasonality disclosures outside of the 
financial statements in interim periods. U.S. GAAP \513\ similarly 
requires seasonality disclosures, but this disclosure is required in 
the notes to the interim financial statements. Eliminating the 
seasonality disclosure requirements in Item 303(b) would result in the 
removal of this information from MD&A, with the effect that investors 
and other users would likely have this disclosure available only in the 
notes to the financial statements, unless issuers voluntarily provide 
it in both locations. In addition, as discussed above, investors may 
not receive certain forward-looking information that may be 
supplementally provided on a voluntary basis in connection with 
seasonality disclosure in MD&A, as issuers do not receive safe harbor 
protection under the PSLRA for information disclosed in the notes to 
the financial statements.
---------------------------------------------------------------------------

    \513\ ASC 270-10-45-11 states: Revenues of certain entities are 
subject to material seasonal variations. To avoid the possibility 
that interim results with material seasonal variations may be taken 
as fairly indicative of the estimated results for a full fiscal 
year, such entities shall disclose the seasonal nature of their 
activities, and consider supplementing their interim reports with 
information for 12-month periods ended at the interim date for the 
current and preceding years.
---------------------------------------------------------------------------

b. Integration of Commission Disclosure Requirements
    When we believe that Commission disclosure requirements overlap 
with, but require information incremental to, other Commission 
disclosure requirements, the proposed amendments integrate the 
Commission disclosure requirements. In addition to the economic effects 
of changing disclosure location and bright line disclosure thresholds, 
as discussed above, integration of overlapping Commission disclosure 
requirements would simplify issuer compliance efforts by reducing the 
number of rules to consider and the extent of disclosures that need to 
be provided. Integration of these requirements should also facilitate 
more efficient information processing by investors.
    One example to illustrate the potential effects of the proposed 
integration of Commission disclosure requirements is Item 101(d)(4) of 
Regulation S-K. Item 101(d)(4) requires, when interim financial 
statements are presented, a discussion of the facts that indicate that 
the three-year financial data for geographic performance may not be 
indicative of current or future operations. This requirement is similar 
to requirements in Instruction 3 to Item 303(a) of Regulation S-K and 
Instruction 4 to Item 303(b) of Regulation S-K to identify elements of 
income which are not necessarily indicative of the issuer's ongoing 
business, except that there is no explicit reference to ``geographic 
areas'' in either item requirement. To integrate the requirements into 
one location of Regulation S-K, we propose to amend Item 303 explicitly 
to refer to ``geographic areas.'' As noted above, integration of these 
requirements should facilitate more efficient information processing by 
investors. We note, however, that to the extent that some investors 
focus more on the business description section or find it is easier to 
interpret geographic performance information when presented with other 
business description disclosures, these investors might be negatively 
affected if this information is relocated to MD&A.
c. Potential Modification, Elimination or FASB Referral of Commission 
Disclosure Requirements
    When we believe that the Commission disclosure requirements overlap 
with, but require information incremental to, U.S. GAAP requirements, 
we solicit comment on certain Commission disclosure requirements to 
determine whether to retain, modify, eliminate, or refer them to the 
FASB for potential incorporation into U.S. GAAP. The comments received 
in response to this proposal may inform both potential future 
Commission rulemaking and FASB standard-setting activities. If the 
disclosure requirements are ultimately

[[Page 51649]]

added to U.S. GAAP and removed from Commission rules, some information 
would be relocated from outside the financial statements to within the 
financial statements, giving rise to Disclosure Location 
Considerations, potentially impacting issuers, investors, and other 
users.
    In addition to the economic effects of changing disclosure location 
and bright line disclosure thresholds, as discussed above, a movement 
of disclosure requirements from Commission rules to U.S. GAAP may 
potentially increase costs to investors if U.S. GAAP were to change in 
a way that this information is no longer provided, as discussed 
above.\514\ As noted above, the potential for such changes may be 
mitigated by the FASB's transparent, public standard-setting process 
and the Commission's oversight of the FASB.\515\ The specific economic 
effects of any potential amendments to our disclosure requirements if 
these incremental disclosures are subsequently incorporated into U.S. 
GAAP would be considered in connection with any future rulemaking in 
this area.
---------------------------------------------------------------------------

    \514\ See discussion of current FASB projects with the potential 
to broadly affect the proposals in section I.C.3.
    \515\ See discussion in section I.C.
---------------------------------------------------------------------------

    As an alternative to referring these requirements to the FASB for 
potential incorporation into U.S. GAAP, we could simply eliminate the 
overlapping requirements and forego disclosure of the incremental 
information. Although such an alternative would simplify issuer 
compliance efforts, it also may result in less informed investment 
decisions and diminished investor protections. To help inform 
commenters' assessment of possible future changes to Commission 
disclosure requirements, we provide below salient examples examined in 
academic studies of potential economic uses of the incremental 
information from some of the overlapping provisions.
    Waived Defaults: If a default of an obligation exists, but 
acceleration of the obligation has been waived for a period of time, 
Rule 4-08(c) of Regulation S-X requires disclosure of the amount of the 
obligation and the period of the waiver.\516\ This disclosure 
requirement is incremental to U.S. GAAP, which sets forth requirements 
for when to present debt subject to a covenant violation as a current 
liability on the balance sheet, but does not require disclosure of the 
amount of the obligation and the period of the waiver for all waived 
defaults. Waivers often come with additional fees and concessions,\517\ 
which likely vary with the amount of the obligation and the period of 
the waiver. These additional concessions typically include restrictions 
on investing and financing.\518\ Therefore, information on the amount 
of the obligation and the period of waiver might be beneficial to 
investors and other users.
---------------------------------------------------------------------------

    \516\ 17 CFR 210.4-08(c).
    \517\ See, e.g., M. Beneish and E. Press, Cost of Technical 
Violation of Accounting-Based Debt Covenants, The Accounting Review 
68, 1993 at 233-257.
    \518\ See G. Nini, D. C. Smith, and A. Sufi, Creditor Control 
Rights and Firm Investment Policy, Journal of Financial Economics 92 
(3), 2009 at 400-420.
---------------------------------------------------------------------------

    Major Customers: Regulation S-K and U.S. GAAP both require 
disclosures about major customers. However, the requirements in 
Regulation S-K and U.S. GAAP differ in the following respects. First, 
Item 101(c)(1)(vii) of Regulation S-K requires disclosure if loss of a 
customer, or a few customers, would have a material adverse effect on a 
segment, whereas U.S. GAAP requires disclosure, for each customer that 
comprises 10 percent or more of total revenue, of that fact. Second, 
Item 101(c)(1)(vii) of Regulation S-K requires disclosure of the name 
of any customer that represents 10 percent or more of the issuer's 
revenue and whose loss would have a material adverse effect on the 
issuer. Since the requirements in Regulation S-K differ from the 
current requirement in U.S. GAAP, the incorporation of these 
requirements into U.S. GAAP would potentially change the disclosure 
threshold and add a requirement to name certain customers.
    Academic research shows that customer-supplier linkages affect 
stock performance--for instance, financial distress affecting the 
customer often spreads to suppliers.\519\ Academic research also shows 
that the customer-supplier relationship has significant effects on firm 
capital structure and investment activities, which may affect an 
investor's valuation of the firm. For instance, a firm is more likely 
to make relationship-specific investments when its supply-chain partner 
has lower leverage.\520\ Further, information on supply chain partners 
may inform portfolio decisions.\521\ Therefore, incremental audited 
information on customers might be beneficial to investors and other 
users.
---------------------------------------------------------------------------

    \519\ M. G. Hertzel, Z. Li, M. Officer, and K. Rodgers, Inter-
Firm Linkages and the Wealth Effects of Financial Distress along the 
Supply Chain, Journal of Financial Economics 87, 2008 at 374-387. 
Specifically, bankruptcy filings of customers are associated with 
negative price effects to suppliers.
    \520\ See, e.g., Jayrant R. Kale and Husayn Shahrur. Corporate 
Capital Structure and the Characteristics of Suppliers and 
Customers, Journal of Financial Economics 83, 2007 at 321-365. A 
firm may need to encourage its supply chain partners to make 
relationship-specific investments. These relationship-specific 
investments may lose value if the firm goes into liquidation or 
bankruptcy. To reduce the chance of liquidation, the authors argue 
that the firm could reduce the debt in its capital structure, 
thereby reducing the risk that is associated with the relationship-
specific investment. The authors find support for their argument.
    \521\ For example, recent academic research has suggested that 
public information about concentrated sales relationships may be 
profitably incorporated into equity trading strategies. See, D. 
Alldredge and D. Cicero D, Attentive Insider Trading, Journal of 
Financial Economics 115, 2015 at 84-101.
---------------------------------------------------------------------------

    Amounts and Terms of Financing Arrangements: Regulation S-X \522\ 
and U.S. GAAP \523\ both require certain disclosures of an issuer's 
financing arrangements. However, Rule 5-02.19(b) incrementally requires 
disclosure of the amount and terms (including commitment fees and the 
conditions under which lines may be withdrawn) of unused lines of 
credit for short-term financing, the weighted average interest rate on 
short-term borrowings outstanding as of each balance sheet date, and 
the amount of any lines of credit which support a commercial paper 
borrowing or similar arrangement. Rule 5-02.22(b) requires similar 
disclosure of the amount and terms (including commitment fees and the 
conditions under which commitments may be withdrawn) of unused 
commitments for long-term financial arrangements.
---------------------------------------------------------------------------

    \522\ 17 CFR 210.5-02.19(b) and 17 CFR 210. 5-02.22(b).
    \523\ ASC 470-10-50.
---------------------------------------------------------------------------

    Research shows that credit lines and short-term financing offer 
sources of liquidity to companies, affect investment decisions, and 
affect capital structure. With respect to saving cash, firms that may 
face capital market frictions save more cash out of cash flow,\524\ 
while those with access to credit lines do not.\525\ Among firms with 
access to credit lines, those with higher cash flows and cash holdings 
have smaller drawdowns from their credit lines, suggesting a 
substitution effect between internal and external liquidity.\526\ Also 
among firms with credit lines, an increase in cash leads to an increase 
in investment activity, while for those without credit lines, increases

[[Page 51650]]

in cash are associated with a decrease in investment (increase in 
savings).\527\ Availability of unused loan commitment financing affects 
capital structure decisions in that it is positively related to firm 
leverage and negatively related to the cost of funds.\528\ Therefore, 
detailed information about a firm's credit lines and short-term 
financing might be beneficial to investors and other users.
---------------------------------------------------------------------------

    \524\ H. M. Almeida, M. Campello, and M. Weisbach, The Cash Flow 
Sensitivity of Cash, Journal of Finance 59, 2004 at 1777-1804.
    \525\ A. Sufi, Bank Lines of Credit in Corporate Finance: An 
Empirical Analysis, Review of Financial Studies 22, 2009 at 1057-
1088.
    \526\ M. Campello, G. Erasmo, J. Graham, and C Harvey, Liquidity 
Management and Corporate Investment During a Financial Crisis, 
Review of Financial Studies 24 (6), 2011 at 1944-1979. This study 
surveys 800 chief financial officers in early 2009 on how they 
manage liquidity and investment.
    \527\ Id.
    \528\ R. L. Shockley, Bank Loan Commitments and Corporate 
Leverage, Journal of Financial Intermediation 4, 1995 at 272-301.
---------------------------------------------------------------------------

3. Outdated Requirements
    Outdated requirements are Commission disclosure requirements that 
we believe have become obsolete as a result of the passage of time or 
changes in the regulatory, business, or technological environment. The 
proposed amendments would eliminate certain outdated Commission 
disclosure requirements. Elimination of outdated disclosure 
requirements would simplify issuer compliance efforts by reducing the 
number of rules to consider and the extent of disclosures that need to 
be provided. In some cases, the proposed amendments also would require 
additional disclosure of information to reduce any loss of information 
or decrease the burden for investors and other users to retrieve such 
information from other sources. Such information is expected to be 
readily available at minimal to no cost to issuers.
    The effect of these proposed amendments on investors and other 
users will depend on the information. If investors do not use the 
deleted information to make informed decisions, these amendments may 
have limited effect on investors, or the amendments may have a positive 
effect on investors since elimination of such disclosures may reduce 
search costs and facilitate more efficient information processing. 
This, in turn, could enhance the allocative efficiency of the market 
and facilitate capital formation. If the information is used by 
investors but can be retrieved from alternative sources with little or 
no cost to investors (e.g., share prices), the effects of these 
revisions on investors should be minimal. In other cases where the 
information is less readily available from alternative sources (e.g., 
average exchange rates for each of the five most recent financial years 
and any subsequent interim period), these amendments may lead to a loss 
of information for investors and other users with a potentially adverse 
effect on the cost of capital of issuers. We do not expect these 
potential adverse effects to be significant as we attempt to propose 
deletion of only those requirements that call for information that is 
either no longer relevant or is readily available or can be derived 
from alternative sources, and may, in fact, be more robust than the 
information currently required to be disclosed. As noted above, some 
proposed amendments require additional disclosure of information (e.g., 
the issuer's Internet address, if available) to mitigate the loss of 
information or decrease the burden for investors and other users.
    One example of outdated disclosure is the disclosure of historical 
market price information. We propose substituting this disclosure with 
disclosure of the issuer's ticker symbol, which can be used to obtain 
information on stock price, among other information. This additional 
disclosure may help reduce any loss of information as well as 
facilitate access to additional information while imposing minimal or 
no cost on issuers and saving them the expense of disclosing 
information that is readily available in more up to date form from 
alternative sources.
4. Superseded Requirements
    Superseded requirements are Commission disclosure requirements that 
we believe are inconsistent with recent legislation, more recently 
updated Commission disclosure requirements, or more recently updated 
U.S. GAAP requirements. The proposed amendments would conform existing 
Commission disclosure requirements to the more recent requirements.
    Elimination or amendment of Commission disclosure requirements that 
are inconsistent with recent legislation, more recently updated 
Commission disclosure requirements, or more recently updated U.S. GAAP 
may simplify issuer compliance efforts by resolving some confusion for 
issuers. Where there are superseded requirements, issuers may need to 
expend time and resources seeking advice from outside professionals or 
guidance from Commission staff as to compliance with such requirements. 
To the extent that, in practice, many issuers already comply with the 
more recently adopted requirements, we do not expect these costs to be 
significant. In addition, investors and other users may benefit from 
the reduction in the variation of disclosure practices that could 
result from confusion about the superseded requirements among issuers.
    One example of superseded disclosure is the requirement to report 
the cumulative effect of a change in accounting principle in the income 
statement, which the FASB eliminated from U.S. GAAP in 2005. Instead, 
U.S. GAAP now requires the cumulative effect of retrospectively-applied 
changes in accounting principle to be reflected in the opening balance 
of retained earnings for the earliest period presented. The Commission 
disclosure requirements, by contrast, continue to refer to a line on 
the income statement for a cumulative effect of a change in accounting 
principle. Eliminating references to the cumulative effect of a change 
in accounting principle in the income statement in the Commission 
disclosure requirements would resolve this contradiction and remove any 
resulting issuer confusion.
    As another example, Rule 10-01(b)(2) of Regulation S-X requires, 
for interim periods, the presentation of dividends per share applicable 
to common stock on the face of the income statement. These rules are 
inconsistent with U.S. GAAP, which prohibits presentation of dividends 
per share on the face of the income statement. We propose to delete 
Rule 10-01(b)(2) to conform to U.S. GAAP. We also propose to create a 
new requirement to disclose the amount of dividends per share for each 
class of shares, rather than only for common stock, as part of changes 
in stockholders' equity for interim periods.\529\ Investors and other 
users may benefit from the additional information on dividends per 
share for each class of shares for interim periods. Shareholders may 
use dividends to value an issuer.\530\ Information about dividends is 
also important for debtholders.\531\ There may also be different 
dividend preferences based on an investor's characteristics.\532\ 
Therefore, dividend disclosure is likely

[[Page 51651]]

to be important to investors. The proposed amendments, however, may 
give rise to Disclosure Location Considerations, in that issuers would 
now disclose dividends in a separate financial statement or in the 
notes, instead of the face of the income statement. The proposed 
amendments may create additional costs for issuers to prepare the 
additional information (i.e., dividends per share for other classes of 
stock). However, such costs would be limited to the extent that the 
required information is already available from the preparation of other 
aspects of the interim financial statements. Disclosure of additional 
information may also lead to additional costs for issuers, including 
Regulation A issuers, to comply with internal control over financial 
reporting, audit, and XBRL tagging requirements, as applicable.
---------------------------------------------------------------------------

    \529\ See supra notes 414, 415, and 416.
    \530\ See M. Miller and F. Modigliani, Dividend Policy, Growth, 
and the Valuation of Shares, Journal of Business 34 (4), 1961 at 
411-433 (providing an early theory of the effects of dividend policy 
on share price). See also, F. Black, The Dividend Puzzle, The 
Journal of Portfolio Management 2(2), 1976 at 5-8 (discussing 
reasons why firms pay dividends).
    \531\ See P. Healy and K. Palepu, Effectiveness of Accounting-
Based Dividend Covenants, Journal of Accounting and Economics 12, 
1990 at 97-123 (examining the effectiveness of dividend covenants in 
mitigating conflicts of interests between stockholders and 
bondholders). See also, H. Fan and S. Sundaresan, Debt Valuation, 
Renegotiation, and Optimal Dividend Policy, Review of Financial 
Studies 13 (4), 2000 at 1057-1099 (developing a theoretical 
framework for optimal dividend policy and capital structure).
    \532\ See R. Pettit, Taxes, Transactions Costs and the Clientele 
Effect of Dividends, Journal of Financial Economics 5 (3), 1977 at 
419-436 (showing that individuals' preferences for dividends are 
influenced by their age and their tax rates on dividends and capital 
gains).
---------------------------------------------------------------------------

C. Anticipated Effects on Efficiency, Competition and Capital Formation
    As discussed above, the proposals may improve capital allocation 
efficiency by enabling investors and other users to make more efficient 
investment decisions. For example, the proposals may reduce search 
costs for investors by eliminating information that is redundant, 
duplicative, overlapping, outdated or superseded and therefore no 
longer useful to investors. Given that investors may have limited 
attention and limited information processing capabilities,\533\ 
elimination of such information may facilitate more efficient 
investment decision-making. In addition, elimination of these 
disclosure requirements may reduce issuer compliance costs and 
encourage capital formation. The reduction in compliance costs might be 
particularly beneficial for smaller and younger issuers that are 
resource constrained. A better disclosure environment may make the U.S. 
capital markets more competitive relative to markets in other 
countries. However, we do not expect such effect to be substantial.
---------------------------------------------------------------------------

    \533\ See supra note 510.
---------------------------------------------------------------------------

    However, eliminating information could result in increased 
information asymmetries between issuers and investors. Such asymmetries 
may increase the cost of capital, reduce capital formation, and hamper 
efficient allocation of capital across companies. If a useful 
disclosure is no longer required, low-quality firms will be less likely 
to disclose information that signals their lower quality; this will 
make it more difficult for higher quality firms to distinguish their 
quality even with voluntary disclosures. Such negative effects might be 
more pronounced among smaller and younger issuers that suffer more from 
information asymmetries. Overall, though, to the extent that we are 
proposing to eliminate disclosure that is redundant, duplicative, 
overlapping, outdated, or superseded, we do not think these effects are 
likely.
D. Request for Comments
    In addition to our request for comments in sections II through VI 
of this release, we request comment on various aspects of the costs and 
benefits of our proposals. We also request comment on any effect the 
proposals may have on efficiency, competition, and capital formation. 
In particular, we appreciate any data or analysis that may help 
quantify the potential costs and benefits identified.

VIII. Paperwork Reduction Act

A. Background

    Certain provisions of the proposed amendments contain a 
``collection of information'' within the meaning of the Paperwork 
Reduction Act of 1995 (``PRA'').\534\ The Commission is submitting the 
proposed amendments to the Office of Management and Budget (``OMB'') 
for review in accordance with the PRA.\535\ The hours and costs 
associated with preparing, filing, and sending the schedules and forms 
constitute reporting and cost burdens imposed by each collection of 
information. An agency may not conduct or sponsor, and a person is not 
required to comply with, a collection of information unless it displays 
a currently valid OMB control number. The titles for the collections of 
information are:
---------------------------------------------------------------------------

    \534\ 44 U.S.C. 3501 et seq.
    \535\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.

------------------------------------------------------------------------
                                                            OMB Control
                          Title                                 No.
------------------------------------------------------------------------
Regulation S-X \536\....................................       3235-0009
Regulation S-K..........................................       3235-0071
Rule 405 of Regulation C................................       3235-0074
Rule 436 of Regulation C................................       3235-0074
Form S-1................................................       3235-0065
Form S-3................................................       3235-0073
Form S-11...............................................       3235-0067
Form S-4................................................       3235-0324
Form F-1................................................       3235-0258
Form F-3................................................       3235-0256
Form F-4................................................       3235-0325
Form F-6................................................       3235-0292
Form F-7................................................       3235-0383
Form F-8................................................       3235-0378
Form F-10...............................................       3235-0380
Form F-80...............................................       3235-0404
Form SF-1...............................................       3235-0707
Form SF-3...............................................       3235-0690
Form 1-A................................................       3235-0286
Form 1-K................................................       3235-0720
Form 1-SA...............................................       3235-0721
Exchange Act Rule 10A-1.................................       3235-0468
Exchange Act Rule 12b-2.................................       3235-0062
Schedule 14A............................................       3235-0059
Schedule 14C............................................       3235-0057
Exchange Act Rule 15c3-1g...............................       3235-0200
Exchange Act Rule 17a-5 and Form X-17A-5................       3235-0123
Exchange Act Rule 17a-12................................       3235-0498
Exchange Act Rule 17h-1T................................       3235-0410
Form 10.................................................       3235-0064
Form 20-F...............................................       3235-0288
Form 40-F...............................................       3235-0381
Form 10-Q...............................................       3235-0070
Form 10-K...............................................       3235-0063
Form 11-K...............................................       3235-0082
Form 10-D...............................................       3235-0604
Form N-5................................................       3235-0169
Form N-1A...............................................       3235-0307
Form N-2................................................       3235-0026
Form N-3................................................       3235-0316
Form N-4................................................       3235-0318
Form N-6................................................       3235-0503
Form N-8B-2.............................................       3235-0186
------------------------------------------------------------------------

    We adopted all of the existing regulations, schedules, and forms 
pursuant to the Securities Act, the Exchange Act, or the Investment 
Company Act. The regulations, schedules, and forms set forth the 
disclosure requirements for registration statements, periodic reports, 
and proxy and information statements filed by issuers to help investors 
make informed investment and voting decisions. Certain other forms and 
reports are filed by broker-dealers, entities regulated by the 
Investment Company Act and the Investment Advisors Act, and NRSROs in 
connection with the Commission's oversight of such entities.
---------------------------------------------------------------------------

    \536\ The paperwork burdens from Regulation S-X and Regulation 
S-K are imposed through the forms that are subject to the disclosure 
requirements in both regulations and are reflected in the analysis 
of these forms. To avoid a Paperwork Reduction Act inventory 
reflecting duplicative burdens, for administrative convenience we 
estimate the burden imposed by Regulation S-X and Regulation S-K to 
be a total of one hour for each regulation.
---------------------------------------------------------------------------

    We are proposing amendments as part of an initiative by the 
Division of Corporation Finance to review disclosure requirements 
applicable to issuers to consider ways to improve the requirements for 
the benefit of investors and issuers. We are also proposing these 
amendments as part of our efforts to implement title LXXII, section 
72002(2) of the FAST Act.
    Compliance with the proposed amendments would be mandatory. 
Responses to the collection would not be kept confidential, and there 
would be no mandatory retention period for the information disclosed.

[[Page 51652]]

B. Summary of the Proposed Amendments' Impacts on Collection of 
Information

    We propose amendments to certain of our disclosure requirements 
that may have become redundant, duplicative, overlapping, outdated, or 
superseded, in light of other Commission disclosure requirements, U.S. 
GAAP, IFRS, or changes in the information environment.
    By eliminating the redundancy, duplication, and overlap in current 
Commission disclosure requirements, respondents would need to consider 
fewer rules and requirements in their compliance efforts even as they 
are preparing a substantially similar level of disclosures. As such, 
except for the proposed amendment to eliminate the requirement to 
disclose the ratio of earnings to fixed charges, which may decrease the 
paperwork burden, we believe that the proposed elimination of these 
redundant, duplicative, and overlapping Commission requirements would 
marginally reduce, if at all, respondents' overall paperwork burden.
    Similarly, we expect that the proposed amendments to eliminate 
outdated requirements would marginally reduce the information 
collection burden on respondents by eliminating any efforts that were 
undertaken to prepare these disclosures. With the exception of the 
proposed amendments to require the disclosure of an issuer's Web site 
address and the ticker symbol of their common equity that is publicly 
traded, the proposed amendments related to outdated requirements would 
have no change or a minimal reduction in the paperwork burden 
associated with preparing such information when respondents are 
providing information in response to Forms 10, 10-K, 20-F, S-1, and F-
1.
    Finally, we believe that our proposed amendments to update 
superseded Commission disclosure requirements would marginally reduce, 
if at all, respondents' collection of information burden, except for 
the extension of the application of Rule 3-04 of Regulation S-X to 
interim period disclosures,\537\ which we estimate may marginally 
increase the paperwork burden. While we intend to eliminate any 
existing confusion related to contradictory and inconsistent 
requirements, in many instances, we believe respondents are not 
providing information in response to the requirements that we are 
proposing to delete. Instead, we believe they provide information in 
response to U.S. GAAP or other Commission disclosure requirements that 
have been updated more recently, rather than the superseded requirement 
subject to the proposed amendments. As a result, we do not believe 
these proposed amendments would result in a change to respondents' 
overall paperwork burden.
---------------------------------------------------------------------------

    \537\ The extension of Rule 3-04 of Regulation S-X addresses 
both overlapping and superseded disclosure issues and is presented 
in both sections III.C.16 and V.B.5.
---------------------------------------------------------------------------

C. Estimate of Burdens

1. Forms 10, 10-K, 10-Q, 20-F, and 1-SA
    We believe the proposed amendments to eliminate the requirement to 
disclose the market prices for an issuer's common equity for the two 
most recent fiscal years would nominally reduce affected issuers 
current paperwork burdens. We estimate that issuers currently expend an 
average of 2 hours internally preparing the market price disclosure for 
inclusion in their Forms 10-K and 20-F. As such, we estimate that 
affected issuers would experience a 2 hour reduction in their annual 
paperwork burden.\538\
---------------------------------------------------------------------------

    \538\ Although the proposed additional requirement to disclose 
an issuer's ticker symbol would create a minimal paperwork burden 
increase, such increase would be far outweighed by the reduction in 
burden associated with the elimination of two years' worth of market 
price disclosure.
---------------------------------------------------------------------------

    We believe the proposed amendments to require that issuers disclose 
their ticker symbol and internet address would result in a minimal 
increase in their paperwork burden. We estimate that these proposed 
requirements would increase the paperwork burden by 0.1 hours per year 
for the disclosure of the issuer's internet address and 0.05 hours per 
year for the disclosure of the issuer's ticker symbol.\539\ We also 
estimate that there are 8,862 annual responses made in connection with 
Forms 10-K and 20-F. The table below illustrates the overall impact on 
respondents filing Forms 10-K and 20-F as a result of these proposed 
amendments.
---------------------------------------------------------------------------

    \539\ The burden estimate for the issuer's Internet address and 
ticker symbol as it applies to Form 10 filers is not an annual 
burden because these registration statements are only filed upon the 
initial registration of a class of securities under the Exchange 
Act.

----------------------------------------------------------------------------------------------------------------
                                                                   Reduction in        Total
                                                     Number of      incremental     incremental      Internal
                                                     responses     burden hours/   burden hours    company time
                                                                       form          reduction
                                                             (A)             (B)     (C) = (A) *       (D) = (C)
                                                                                             (B)
----------------------------------------------------------------------------------------------------------------
Form 10-K.......................................           8,137          (1.85)     (15,053.45)     (15,053.45)
Form 20-F.......................................             725          (1.85)      (1,341.25)      (1,341.25)
----------------------------------------------------------------------------------------------------------------

    The proposed amendments to eliminate the requirement to disclose 
the market prices for an issuer's common equity for the two most recent 
fiscal years would not reduce the paperwork burden for the overwhelming 
majority of Form 10 filers.\540\ Form 10 filers would be subject to the 
proposed requirements, if adopted, to disclose their ticker symbols or 
anticipated ticker symbols, if known, and internet address. We estimate 
that there are 238 annual responses made in connection with Form 10. 
The table below illustrates the overall impact on respondents filing 
Form 10 as a result of these proposed amendments.
---------------------------------------------------------------------------

    \540\ Most filers of Form 10 do not have a class of common 
equity publicly traded at the time the registration statement is 
filed. Issuers that already have a class of common equity publicly 
traded are typically able to file a Form 8-A to register new classes 
of securities under the Exchange Act.

[[Page 51653]]



----------------------------------------------------------------------------------------------------------------
                                                                    Increase in        Total
                                                     Number of      incremental     incremental      Internal
                                                     responses     burden hours/   burden hours    company time
                                                                       form          increase
                                                             (A)             (B)     (C) = (A) *       (D) = (C)
                                                                                             (B)
----------------------------------------------------------------------------------------------------------------
Form 10.........................................             238            0.15            37.5            37.5
----------------------------------------------------------------------------------------------------------------

    The proposed amendments discussed in sections III.C.16 and V.B.5, 
if adopted, would extend to interim periods the requirements under Rule 
3-04 of Regulation S-X to disclose changes in stockholders' equity and 
dividends per share for each class of shares, rather than only for 
common stock. Currently, these disclosures are not required for interim 
periods. While this creates a new disclosure requirement for issuers, 
the information being required is generally readily available from the 
issuer's preparation of other aspects of its interim financial 
statements. As a result, we estimate that this proposed amendment would 
increase the paperwork burdens by 0.5 hours each time such information 
is required for inclusion.\541\ We also estimate that there are 23,333 
annual responses in connection with Forms 10, 10-Q, and 1-SA. The table 
below illustrates the overall impact on respondents filing Forms 10, 
10-Q, and 1-SA, as a result of the proposed application of Rule 3-04 to 
interim period disclosures.\542\
---------------------------------------------------------------------------

    \541\ As Form 10-Q is filed for the first three quarters of an 
issuer's fiscal year, the annual burden increase is estimated to be 
1.5 hours annually. As such, there is no increase to the paperwork 
burdens associated with preparing annual reports filed on Forms 10-K 
or 20-F. However, for registration statements filed on Form 10 and 
20-F, to the extent that interim period disclosures are made, the 
issuer would experience an increase in paperwork burden.
    \542\ While this proposal would not impact foreign private 
issuers that file a Form 20-F as an annual report, it may impact 
those that file the form to register a class of securities when they 
would be required to provide interim period disclosures. However, 
the staff has observed that this does not occur frequently. As such, 
we have not included Form 20-F in this estimate.

----------------------------------------------------------------------------------------------------------------
                                                                    Increase in        Total
                                                     Number of      incremental     incremental      Internal
                                                     responses     burden hours/   burden hours    company time
                                                                       form          increase
                                                             (A)             (B)     (C) = (A) *       (D) = (C)
                                                                                             (B)
----------------------------------------------------------------------------------------------------------------
Form 10.........................................             238             0.5             119             119
Form 10-Q.......................................          22,907             0.5        11,453.5        11,453.5
Form 1-SA.......................................             188             0.5              94              94
----------------------------------------------------------------------------------------------------------------

2. Forms S-1, S-3, S-4, S-11, SF-1, SF-3, F-1, F-3, F-4, and 1-A
    The proposed amendments to eliminate the market prices disclosure 
and require the disclosure of the ticker symbol for an issuer's common 
equity and the issuer's internet address have the same paperwork burden 
effect for Forms S-1, S-4, S-11, F-1, and F-4.\543\ As such, we 
estimate that there would be a corresponding reduction in the burden 
estimate for these forms. We estimate that there are approximately 
1,751 annual responses made in connection with the referenced forms. 
The table below illustrates the overall impact on respondents filing 
the referenced forms as a result of these proposed amendments.
---------------------------------------------------------------------------

    \543\ The information subject to the proposals discussed in this 
paragraph are incorporated by reference into Forms S-3 and F-3 and 
not provided in direct response to a form item requirement. As such, 
the proposals do not affect the paperwork burdens associated with 
Forms S-3 and F-3.

----------------------------------------------------------------------------------------------------------------
                                                                   Reduction in        Total
                                                     Number of      incremental     incremental      Internal
                                                     responses     burden hours/   burden hours    company time
                                                                       form          reduction
                                                             (A)             (B)     (C) = (A) *       (D) = (C)
                                                                                             (B)
----------------------------------------------------------------------------------------------------------------
Form S-1........................................             901          (1.85)      (1,666.85)      (1,666.85)
Form S-4........................................             619          (1.85)      (1,145.15)      (1,145.15)
Form S-11.......................................             100          (1.85)           (185)           (185)
Form F-1........................................              63          (1.85)        (116.55)        (116.55)
Form F-4........................................              68          (1.85)         (125.8)         (125.8)
----------------------------------------------------------------------------------------------------------------

    Additionally, we estimate that the paperwork burdens associated 
with Forms SF-1 and SF-3 would be minimally increased by the proposed 
amendment to disclose the issuer's internet address. We estimate that 
there are approximately 77 annual responses made in connection with the 
referenced forms. The table below illustrates the overall impact on 
respondents filing the referenced forms as a result of these proposed 
amendments.

[[Page 51654]]



----------------------------------------------------------------------------------------------------------------
                                                                    Increase in        Total
                                                     Number of      incremental     incremental      Internal
                                                     responses     burden hours/   burden hours    company time
                                                                       form          increase
                                                             (A)             (B)     (C) = (A) *       (D) = (C)
                                                                                             (B)
----------------------------------------------------------------------------------------------------------------
Form SF-1.......................................               6             0.1             0.6             0.6
Form SF-3.......................................              71             0.1             7.1             7.1
----------------------------------------------------------------------------------------------------------------

    The proposed amendments discussed in sections III.C.16 and V.B.5 to 
extend Rule 3-04 of Regulation S-X to interim periods would also impact 
the paperwork burdens of registration statements filed on Forms 1-A, S-
1, S-4, S-11, F-1, and F-4 because such forms require interim period 
financial disclosures, when applicable.\544\ We believe that the 
estimated burden increase of 0.5 hours discussed above similarly 
applies to the referenced registration statements. We estimate that 
there are approximately 2,001 annual responses made in connection with 
the referenced forms. The table below illustrates the overall impact on 
respondents filing the referenced forms as a result of these proposed 
amendments.
---------------------------------------------------------------------------

    \544\ Filers of the referenced forms may have to provide interim 
period financial disclosures in order to comply with Rule 3-12 of 
Regulation S-X [17 CFR 210.3-12]. While the timing of the 
effectiveness of the registration statement or qualification of the 
offering statement may not trigger the requirement for interim 
period financial disclosure, we have used the full population of 
responses for our estimate to be conservative.

----------------------------------------------------------------------------------------------------------------
                                                                    Increase in        Total
                                                     Number of      incremental     incremental      Internal
                                                     responses     burden hours/   burden hours    company time
                                                                       form          increase
                                                             (A)             (B)     (C) = (A) *       (D) = (C)
                                                                                             (B)
----------------------------------------------------------------------------------------------------------------
Form S-1........................................             901             0.5           450.5           450.5
Form S-4........................................             619             0.5           309.5           309.5
Form S-11.......................................             100             0.5              50              50
Form F-1........................................              63             0.5            31.5            31.5
Form F-4........................................              68             0.5              34              34
Form 1-A........................................             250             0.5             125             125
----------------------------------------------------------------------------------------------------------------

    The proposed amendment to eliminate the requirements to disclose 
the ratio of earnings to fixed charges, when an issuer registers debt 
securities, and the ratio of combined fixed charges and preference 
dividends to earnings, when an issuer registers preference securities, 
would reduce the current paperwork burden for issuers registering such 
securities on Forms S-1, S-3, S-4, S-11, F-1, F-3 and F-4. Depending on 
the size and complexity of the issuer, the paperwork burden associated 
with preparing this information for inclusion in the aforementioned 
registration statements varies greatly. We estimate that issuers expend 
an average of 4 hours preparing this disclosure for inclusion in their 
registration statements. For the purposes of this analysis, we assume 
that the ratio is prepared internally, and we have estimated that there 
are approximately 2,195 annual responses made in connection with the 
referenced forms. Based on this average, the table below illustrates 
the overall impact on respondents filing the referenced forms as a 
result of the proposed amendments.
---------------------------------------------------------------------------

    \545\ The portion of registration statements filed on each 
referenced form that actually registers debt or preference 
securities varies from year to year. As a result, the numbers in 
this column are based on staff estimates using data samples obtained 
from EDGAR.

----------------------------------------------------------------------------------------------------------------
                                                                   Reduction in        Total
                                                     Number of      incremental     incremental      Internal
                                                     responses     burden hours/   burden hours    company time
                                                                       form          increase
                                                       (A) \545\             (B)     (C) = (A) *       (D) = (C)
                                                                                             (B)
----------------------------------------------------------------------------------------------------------------
Form S-1........................................             450             (4)         (1,800)         (1,800)
Form S-3........................................           1,000             (4)         (4,000)         (4,000)
Form S-4........................................             525             (4)         (2,100)         (2,100)
Form S-11.......................................              35             (4)           (140)           (140)
Form F-1........................................              32             (4)           (128)           (128)
Form F-3........................................              98             (4)           (392)           (392)
Form F-4........................................              55             (4)           (220)           (220)
----------------------------------------------------------------------------------------------------------------

D. Request for Comment

    Pursuant to 44 U.S.C. 3506(c)(2)(B), we request comment in order 
to:
     Evaluate whether the proposed collections of information 
are necessary for the proper performance of the functions of the 
Commission, including whether the information will have practical 
utility;
     Evaluate the accuracy of our assumptions and estimates of 
the burden of the proposed collection of information;

[[Page 51655]]

     Determine whether there are ways to enhance the quality, 
utility, and clarity of the information to be collected;
     Evaluate whether there are ways to minimize the burden of 
the collection of information on those who respond, including through 
the use of automated collection techniques or other forms of 
information technology; and
     Evaluate whether the proposed amendments would have any 
effects on any other collection of information not previously 
identified in this section.
    Any member of the public may direct to us any comments concerning 
the accuracy of these burden estimates and any suggestions for reducing 
these burdens. Persons submitting comments on the collection of 
information requirements should direct their comments to the Office of 
Management and Budget, Attention: Desk Officer for the U.S. Securities 
and Exchange Commission, Office of Information and Regulatory Affairs, 
Washington, DC 20503, and send a copy to, Brent J. Fields, Secretary, 
U.S. Securities and Exchange Commission, 100 F Street NE., Washington, 
DC 20549-1090, with reference to File No. S7-15-16. Requests for 
materials submitted to OMB by the Commission with regard to the 
collection of information should be in writing, refer to File No. S7-
15-16 and be submitted to the U.S. Securities and Exchange Commission, 
Office of FOIA Services, 100 F Street NE., Washington, DC 20549-2736. 
OMB is required to make a decision concerning the collection of 
information between 30 and 60 days after publication of this proposed 
rule. Consequently, a comment to OMB is best assured of having its full 
effect if the OMB receives it within 30 days of publication.

IX. Initial Regulatory Flexibility Act Analysis

    The Regulatory Flexibility Act (``RFA'') \546\ requires the 
Commission, in promulgating rules under section 553 of the 
Administrative Procedure Act, to consider the impact of those rules on 
small entities. The Commission has prepared this Initial Regulatory 
Flexibility Analysis (``IRFA'') in accordance with section 603 of the 
RFA.\547\ This IRFA relates to amendments proposed as part of the 
Disclosure Effectiveness Initiative, which aims to review the 
Commission's disclosure requirements applicable to issuers to consider 
ways to improve the requirements for the benefit of investors and 
issuers, and part of our efforts to implement title LXXII, section 
72002(2) of the FAST Act.
---------------------------------------------------------------------------

    \546\ 5 U.S.C. 601 et seq.
    \547\ 5 U.S.C. 603.
---------------------------------------------------------------------------

A. Reasons for, and Objectives of, the Proposed Action

    The primary reason for, and objectives of, the proposed amendments 
is to update and simplify the Commission's current disclosure 
requirements. Specifically, the proposed amendments would:
     Eliminate certain Commission disclosure requirements that 
are redundant or duplicative of requirements in U.S. GAAP, IFRS, or 
other Commission disclosure requirements;
     Streamline certain overlapping Commission disclosure 
requirements by deleting or integrating provisions that address 
disclosure topics covered elsewhere in our rules or regulations.
     Revise certain Commission disclosure requirements that are 
outdated.
     Revise certain superseded Commission disclosure 
requirements to update and conform our rules with recent legislation, 
more recently updated Commission disclosure requirements, or more 
recently updated U.S. GAAP requirements.
    Additionally, as discussed in section III.E above, we are 
soliciting comment on certain overlapping Commission disclosure 
requirements to determine whether to retain, modify, eliminate, or 
refer them to the FASB for potential incorporation into U.S. GAAP.
    The proposed amendments are also part of our efforts to implement 
title LXXII, section 72002(2) of the FAST Act.

B. Legal Basis

    We are proposing the rule and form amendments pursuant to sections 
7, 10, 19(a), and 28 of the Securities Act, sections 3(b), 12, 13, 15, 
23(a), and 36 of the Exchange Act, sections 8, 24(a), 24(g), 30, and 38 
of the Investment Company Act, and title LXXII, section 72002(2) of the 
FAST Act.

C. Small Entities Subject to the Proposed Amendments

    The proposed amendments would affect small entities that file 
registration statements under the Securities Act, the Exchange Act, and 
the Investment Company Act and periodic reports, proxy and information 
statements, or other reports under the Exchange Act and the Investment 
Company Act. The RFA defines ``small entity'' to mean ``small 
business,'' ``small organization,'' or ``small governmental 
jurisdiction.'' \548\
---------------------------------------------------------------------------

    \548\ 5 U.S.C. 601(6).
---------------------------------------------------------------------------

    For the purposes of the RFA, under our rules, an issuer of 
securities, other than an investment company, is a ``small business'' 
or ``small organization'' if it had total assets of $5 million or less 
on the last day of its most recent fiscal year and is engaged or 
proposing to engage in an offering of securities that does not exceed 
$5 million.\549\ We estimate that there are approximately 428 of such 
issuers that may be considered small entities. The proposed amendments 
would affect small entities conducting registered public or Regulation 
A offerings or that have a class of securities that are registered 
under section 12 of the Exchange Act.
---------------------------------------------------------------------------

    \549\ See Securities Act Rule 157 [17 CFR 230.157] and Exchange 
Act Rule 0-10(a) [17 CFR 240.0-10(a)].
---------------------------------------------------------------------------

    An investment company, including a business development company, is 
considered to be a ``small business,'' for the purposes of the RFA, if 
it, together with other investment companies in the same group of 
related investment companies, has net assets of $50 million or less as 
of the end of its most recent fiscal year.\550\ We believe the proposed 
amendments would affect some small entities that are investment 
companies. We estimate that there are approximately 29 investment 
companies that would be subject to the proposed amendments that may be 
considered small entities.
---------------------------------------------------------------------------

    \550\ 17 CFR 270.0-10(a).
---------------------------------------------------------------------------

    For the purposes of the RFA, an investment adviser generally is a 
small entity if it: (1) Has assets under management having a total 
value of less than $25 million; (2) did not have total assets of $5 
million or more on the last day of the most recent fiscal year; and (3) 
does not control, is not controlled by, and is not under common control 
with another investment adviser that has assets under management of $25 
million or more, or any person (other than a natural person) that had 
total assets of $5 million or more on the last day of its most recent 
fiscal year.\551\ We estimate that there are approximately 515 
investment advisors that would be subject to the proposed amendments 
that may be considered small entities.
---------------------------------------------------------------------------

    \551\ See 17 CFR 275.0-7.
---------------------------------------------------------------------------

    For the purposes of the RFA, a broker-dealer is considered to be a 
``small business'' if its total capital (net worth plus subordinated 
liabilities) is less than $500,000 on the date in the prior fiscal year 
as of which its audited financial statements were prepared pursuant to

[[Page 51656]]

Rule 17a-5(d) under the Exchange Act,\552\ or, if not required to file 
such statements, a broker-dealer with total capital (net worth plus 
subordinated liabilities) of less than $500,000 on the last day of the 
preceding fiscal year (or in the time that it has been in business, if 
shorter); and that is not affiliated with any person (other than a 
natural person) that is not a small business or small 
organization.\553\ The Commission estimates that there are 
approximately 1,349 broker-dealers that were ``small'' for the purposes 
Rule 0-10.\554\
---------------------------------------------------------------------------

    \552\ See 17 CFR 240.17a-5(d).
    \553\ See 17 CFR 240.0-10(c).
    \554\ This estimate is based on the number of small broker-
dealers as of December 31, 2014.
---------------------------------------------------------------------------

    The Commission has also stated, and continues to believe, that an 
NRSRO with total assets of $5 million or less would qualify as a 
``small'' entity for purposes of the RFA.\555\ Currently, there are 10 
NRSROs and, based on their most recently filed annual reports pursuant 
to Rule 17g-3, two NRSROs are small entities under the above 
definition.
---------------------------------------------------------------------------

    \555\ See, e.g., Final Rules: Nationally Recognized Statistical 
Rating Organizations, Exchange Act Release No. 72936 (Aug. 27, 2014) 
[79 FR 55077].
---------------------------------------------------------------------------

D. Duplicative, Overlapping, or Conflicting Federal Rules

    We believe that the proposed amendments would not duplicate, 
overlap, or conflict with other federal rules.

E. Reporting, Recordkeeping, and Other Compliance Requirements

    As noted above, the purpose of the proposed amendments is to update 
and simplify the Commission's disclosure requirements. As such, the 
proposed amendments do not impose any significant new disclosure 
obligations. If adopted, the majority of the proposed amendments would 
eliminate or integrate current Commission disclosure requirements and 
thus are expected to have a minimal effect on existing reporting, 
recordkeeping, and other compliance burdens for all issuers, including 
small entities. To the extent the proposed amendments do have an 
impact, it would likely be a reduction in these burdens.

F. Significant Alternatives

    The Regulatory Flexibility Act directs us to consider alternatives 
that would accomplish the stated objectives of our proposed amendments, 
while minimizing any significant adverse impact on small entities. 
Specifically, we considered the following alternatives: (1) 
Establishing different compliance or reporting requirements or 
timetables that take into account the resources available to small 
entities; (2) clarifying, consolidating, or simplifying compliance and 
reporting requirements for small entities; (3) using performance rather 
than design standards; and (4) exempting small entities from coverage 
of all or part of the proposed amendments.
    With respect to clarification, consolidation, and simplification of 
compliance and reporting requirements for small entities, the proposed 
amendments do not impose any significant new disclosure obligations. As 
noted above, we are proposing amendments to certain of our disclosure 
requirements that may have become redundant, duplicative, overlapping, 
outdated, or superseded, in light of other Commission disclosure 
requirements, U.S. GAAP, IFRS, or changes in the information 
environment. The proposed amendments would simplify compliance for all 
issuers, including small entities.
    For similar reasons, we do not believe it is necessary, and indeed 
would be contrary to the stated objectives of the proposed rulemaking, 
to establish different compliance or reporting requirements or 
timetables or to exempt small entities from all or part of the proposed 
amendments. We note in this regard that the Commission's existing 
disclosure requirements provide for scaled disclosure requirements and 
other accommodations for SRCs and EGCs, and the proposed amendments 
would not alter these existing accommodations.
    Finally, with respect to use of performance rather than design 
standards, the proposed amendments to eliminate certain prescriptive 
Commission rules that call for information that duplicates or overlaps 
with information required by U.S. GAAP may result in issuers, including 
small entities, being provided with additional flexibility when 
preparing their disclosures. For instance, Rule 4-08(m) of Regulation 
S-X requires certain disclosures regarding repurchase agreements based 
on a 10 percent threshold and specified maturity levels. As we propose 
to delete the referenced requirements, as discussed in section III.C, 
under the proposed amendments issuers would be subject only to the 
corresponding the requirements in U.S. GAAP, which require similar 
disclosure but do not use similar bright line thresholds. While the 
proposed amendments do not use performance standards, they would have a 
similar effect--namely, to provide issuers, including small entities, 
with additional flexibility to present more tailored disclosures 
without meaningfully reducing the total mix of information provided to 
investors.

G. Solicitation of Comments

    We encourage the submission of comments with respect to any aspect 
of this Initial Regulatory Flexibility Analysis. In particular, we 
request comments regarding:
     How the proposed amendments can achieve their objective 
while lowering the burden on small entities;
     The number of small entities that may be affected by the 
proposed amendments;
     The existence or nature of the potential impact of the 
proposed amendments on small entities discussed in the analysis; and
     How to quantify the impact of the proposed amendments.
    Respondents are asked to describe the nature of any impact of the 
proposed amendments on small entities and provide empirical data 
supporting the extent of the impact. Such comments will be considered 
in the preparation of the Final Regulatory Flexibility Analysis, if the 
proposed amendments are adopted, and will be placed in the same public 
file as comments on the proposed amendments themselves.

X. Small Business Regulatory Enforcement Fairness Act

    For purposes of the Small Business Regulatory Enforcement Fairness 
Act of 1996, or ``SBREFA,'' \556\ we solicit data to determine whether 
the rule proposed amendments constitute a ``major'' rule. Under SBREFA, 
a rule is considered ``major'' where, if adopted, it results or is 
likely to result in:
---------------------------------------------------------------------------

    \556\ 123 Public Law 104-121, Title II, 110 Stat. 857 (1996).
---------------------------------------------------------------------------

     An annual effect on the economy of $100 million or more 
(either in the form of an increase or a decrease);
     A major increase in costs or prices for consumers or 
individual industries; or
     Significant adverse effects on competition, investment or 
innovation.
    Commenters should provide empirical data on: (1) The potential 
annual effect on the economy; (2) any increase in costs or prices for 
consumers or individual industries; and (3) any potential effect on 
competition, investment, or innovation.

XI. Statutory Authority

    The amendments contained in this document are being proposed under 
the authority set forth in sections 7, 10, 19(a), and 28 of the 
Securities Act, sections 3(b), 12, 13, 15, 23(a), and 36

[[Page 51657]]

of the Exchange Act, sections 8, 24(a), 24(g), 30, and 38 of the 
Investment Company Act, and title LXXII, section 72002(2) of the FAST 
Act.

Text of Proposed Amendments

List of Subjects

17 CFR Part 210

    Accountants, Accounting, Banks, banking, Employee benefit plans, 
Holding companies, Insurance companies, Investment companies, Oil and 
gas exploration, Reporting and recordkeeping requirements, Securities, 
Utilities.

17 CFR Part 229

    Reporting and recordkeeping requirements, Securities.

17 CFR Part 230

    Investment companies, Reporting and recordkeeping requirements, 
Securities.

17 CFR Part 239

    Reporting and recordkeeping requirements, Securities.

17 CFR Part 240

    Brokers, Fraud, Reporting and recordkeeping requirements, 
Securities.

17 CFR Part 249

    Brokers, Reporting and recordkeeping requirements, Securities.

17 CFR Part 274

    Investment companies, Reporting and recordkeeping requirements, 
Securities.

    For the reasons stated in the preamble, the SEC is proposing to 
amend title 17, chapter II of the Code of the Federal Regulations as 
follows:

PART 210--FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL 
STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 
1934, INVESTMENT COMPANY ACT OF 1940, INVESTMENT ADVISERS ACT OF 
1940, AND ENERGY POLICY AND CONSERVATION ACT OF 1975

0
1. The authority citation for part 210 continues to read as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 
77aa(25), 77aa(26), 77nn(25), 77nn(26), 78c, 78j-1, 78l, 78m, 78n, 
78o(d), 78q, 78u-5, 78w, 78ll, 78mm, 80a-8, 80a-20, 80a-29, 80a-30, 
80a-31, 80a-37(a), 80b-3, 80b-11, 7202 and 7262, unless otherwise 
noted.

0
2. Amend Sec.  210.1-02 by:
0
a. Revising paragraphs (d), (w)(3) and (bb)(1)(ii); and
0
b. Adding paragraphs (cc) and (dd).
    The revisions and additions read as follows:


Sec.  210.1-02   Definitions of terms used in Regulation S-X (17 CFR 
part 210).

* * * * *
    (d) Audit (or examination). The term audit (or examination), when 
used in regard to financial statements of issuers as defined by section 
2(a)(7) of the Sarbanes-Oxley Act of 2002, means an examination of the 
financial statements by an independent accountant in accordance with 
the standards of the Public Company Accounting Oversight Board (United 
States) (``PCAOB'') for the purpose of expressing an opinion thereon. 
When used in regard to financial statements of entities that are not 
issuers as defined by section 2(a)(7) of the Sarbanes-Oxley Act of 
2002, the term means an examination of the financial statements by an 
independent accountant in accordance with either the standards of the 
PCAOB or U.S. generally accepted auditing standards (``U.S. GAAS'') as 
specified or permitted in the regulations and forms applicable to those 
entities for the purpose of expressing an opinion thereon. The 
standards of the PCAOB and U.S. GAAS may be modified or supplemented by 
the Commission.
* * * * *
    (w) * * *
    (3) The registrant's and its other subsidiaries' equity in the 
income from continuing operations before income taxes exclusive of 
amounts attributable to any noncontrolling interests exceeds 10 percent 
of such income of the registrant and its subsidiaries consolidated for 
the most recently completed fiscal year.
* * * * *
    (bb) * * *
    (1) * * *
    (ii) Net sales or gross revenues, gross profit (or, alternatively, 
costs and expenses applicable to net sales or gross revenues), income 
or loss from continuing operations, net income or loss, and net income 
or loss attributable to the entity (for specialized industries, other 
information may be substituted for sales and related costs and expenses 
if necessary for a more meaningful presentation); and
* * * * *
    (cc) Statement(s) of comprehensive income. The term statement(s) of 
comprehensive income means a financial statement that includes all 
changes in equity during a period except those resulting from 
investments by owners and distributions to owners. Comprehensive income 
comprises all components of net income and all components of other 
comprehensive income. The statement of comprehensive income may be 
presented either in a single continuous financial statement or in two 
separate but consecutive financial statements. A statement(s) of 
operations or variations thereof may be used in place of a statement(s) 
of comprehensive income if there was no other comprehensive income 
during the period(s).
    (dd) Restricted net assets. The term restricted net assets shall 
mean that amount of the registrant's proportionate share of net assets 
of consolidated subsidiaries (after intercompany eliminations) which as 
of the end of the most recent fiscal year may not be transferred to the 
parent company by subsidiaries in the form of loans, advances or cash 
dividends without the consent of a third party (i.e., lender, 
regulatory agency, foreign government, etc.). Not all limitations on 
transferability of assets are considered to be restrictions for 
purposes of this paragraph, which considers only specific third party 
restrictions on the ability of subsidiaries to transfer funds outside 
of the entity. For example, the presence of subsidiary debt which is 
secured by certain of the subsidiary's assets does not constitute a 
restriction under this paragraph. However, if there are any loan 
provisions prohibiting dividend payments, loans or advances to the 
parent by a subsidiary, these are considered restrictions for purposes 
of computing restricted net assets. When a loan agreement requires that 
a subsidiary maintain certain working capital, net tangible asset, or 
net asset levels, or where formal compensating arrangements exist, 
there is considered to be a restriction under this paragraph because 
the lender's intent is normally to preclude the transfer by dividend or 
otherwise of funds to the parent company. Similarly, a provision which 
requires that a subsidiary reinvest all of its earnings is a 
restriction, since this precludes loans, advances or dividends in the 
amount of such undistributed earnings by the entity. Where restrictions 
on the amount of funds which may be loaned or advanced differ from the 
amount restricted as to transfer in the form of cash dividends, the 
amount least restrictive to the subsidiary shall be used. Redeemable 
preferred stocks (Sec.  210.5-02, paragraph 27) and noncontrolling 
interests shall be deducted in computing net assets for purposes of 
this test.
0
3. Amend Sec.  210.2-01 by revising paragraph (f)(7)(ii)(B) to read as 
follows:


Sec.  210.2-01   Qualifications of accountants.

* * * * *
    (f) * * *
    (7) * * *
    (ii) * * *

[[Page 51658]]

    (B) The partner conducting a quality review under applicable 
professional standards and any applicable rules of the Commission to 
evaluate the significant judgments and the related conclusions reached 
in forming the overall conclusion on the audit or review engagement. 
(``engagement quality reviewer'' or ``engagement quality control 
reviewer'');
* * * * *
0
4. Amend Sec.  210.2-02 by revising paragraph (b)(1) to read as 
follows:


Sec.  210.2-02   Accountants' reports and attestation reports.

* * * * *
    (b) * * *
    (1) Shall state the applicable professional standards under which 
the audit was conducted; and
* * * * *
0
5. Amend Sec.  210.3-01 by revising paragraphs (c)(2) and (3) to read 
as follows:


Sec.  210.3-01   Consolidated balance sheets.

* * * * *
    (c) * * *
    (2) For the most recent fiscal year for which audited financial 
statements are not yet available the registrant reasonably and in good 
faith expects to report income attributable to the registrant, after 
taxes; and
    (3) For at least one of the two fiscal years immediately preceding 
the most recent fiscal year the registrant reported income attributable 
to the registrant, after taxes.
* * * * *
0
6. Amend Sec.  210.3-02 by revising the section heading and paragraphs 
(a) and (b) to read as follows:


Sec.  210.3-02   Consolidated statements of comprehensive income and 
cash flows.

    (a) There shall be filed, for the registrant and its subsidiaries 
consolidated and for its predecessors, audited statements of 
comprehensive income and cash flows for each of the three fiscal years 
preceding the date of the most recent audited balance sheet being filed 
or such shorter period as the registrant (including predecessors) has 
been in existence.
    (b) In addition, for any interim period between the latest audited 
balance sheet and the date of the most recent interim balance sheet 
being filed, and for the corresponding period of the preceding fiscal 
year, statements of comprehensive income and cash flows shall be 
provided. Such interim financial statements may be unaudited and need 
not be presented in greater detail than is required by Sec.  210.10-01.
* * * * *
0
7. Amend Sec.  210.3-03 by revising the section heading and paragraphs 
(b), (d), and (e) to read as follows:


Sec.  210.3-03   Instructions to statement of comprehensive income 
requirements.

* * * * *
    (b) If the registrant is engaged primarily:
    (1) In the generation, transmission or distribution of electricity, 
the manufacture, mixing, transmission or distribution of gas, the 
supplying or distribution of water, or the furnishing of telephone or 
telegraph service; or
    (2) In holding securities of companies engaged in such businesses, 
it may at its option include statements of comprehensive income and 
cash flows (which may be unaudited) for the twelve-month period ending 
on the date of the most recent balance sheet being filed, in lieu of 
the statements of comprehensive income and cash flows for the interim 
periods specified.
* * * * *
    (d) Any unaudited interim financial statements furnished shall 
reflect all adjustments which are, in the opinion of management, 
necessary to a fair statement of the results for the interim periods 
presented. A statement to that effect shall be included. If all such 
adjustments are of a normal recurring nature, a statement to that 
effect shall be made; otherwise, there shall be furnished information 
describing in appropriate detail the nature and amount of any 
adjustments other than normal recurring adjustments entering into the 
determination of the results shown.
    (e) Disclosures regarding segments required by generally accepted 
accounting principles shall be provided for each year for which an 
audited statement of comprehensive income (or statement of net income 
if comprehensive income is presented in two separate but consecutive 
financial statements or if no other comprehensive income) is provided. 
To the extent that the segment information presented pursuant to this 
instruction complies with the provisions of Item 101 of Regulation S-K 
(17 CFR 229.101), the disclosures may be combined by cross referencing 
to or from the financial statements.
0
8. Revise Sec.  210.3-04 to read as follows:


Sec.  210.3-04   Changes in stockholders' equity and noncontrolling 
interests.

    An analysis of the changes in each caption of stockholders' equity 
and noncontrolling interests presented in the balance sheets shall be 
given in a note or separate statement. This analysis shall be presented 
in the form of a reconciliation of the beginning balance to the ending 
balance for each period for which a statement of comprehensive income 
is required to be filed with all significant reconciling items 
described by appropriate captions with contributions from and 
distribution to owners shown separately. Also, state-separately the 
adjustments to the balance at the beginning of the earliest period 
presented for items which were retroactively applied to periods prior 
to that period. With respect to any dividends, state the amount per 
share and in the aggregate for each class of shares. Provide a separate 
schedule in the notes to the financial statements that shows the 
effects of any changes in the registrant's ownership interest in a 
subsidiary on the equity attributable to the registrant.
0
9. Amend Sec.  210.3-05 by revising paragraph (b)(4)(iii) to read as 
follows:


Sec.  210.3-05   Financial statements of businesses acquired or to be 
acquired.

* * * * *
    (b) * * *
    (4) * * *
    (iii) Separate financial statements of the acquired business need 
not be presented once the operating results of the acquired business 
have been reflected in the audited consolidated financial statements of 
the registrant for a complete fiscal year unless such financial 
statements have not been previously filed or unless the acquired 
business is of such significance to the registrant that omission of 
such financial statements would materially impair an investor's ability 
to understand the historical financial results of the registrant. For 
example, if, at the date of acquisition, the acquired business met at 
least one of the conditions in the definition of significant subsidiary 
in Sec.  210.1-02 at the 80 percent level, the statements of 
comprehensive income of the acquired business should normally continue 
to be furnished for such periods prior to the purchase as may be 
necessary when added to the time for which audited statements of 
comprehensive income after the purchase are filed to cover the 
equivalent of the period specified in Sec.  210.3-02.
* * * * *
0
10. Amend Sec.  210.3-12 by revising paragraph (a) to read as follows:


Sec.  210.3-12   Age of financial statements at effective date of 
registration statement or at mailing date of proxy statement.

    (a) If the financial statements in a filing are as of a date the 
number of days specified in paragraph (g) of this section

[[Page 51659]]

or more before the date the filing is expected to become effective, or 
proposed mailing date in the case of a proxy statement, the financial 
statements shall be updated, except as specified in the following 
paragraphs, with a balance sheet as of an interim date within the 
number of days specified in paragraph (g) of this section and with 
statements of comprehensive income and cash flows for the interim 
period between the end of the most recent fiscal year and the date of 
the interim balance sheet provided and for the corresponding period of 
the preceding fiscal year. Such interim financial statements may be 
unaudited and need not be presented in greater detail than is required 
by Sec.  210.10-01. Notwithstanding the above requirements, the most 
recent interim financial statements shall be at least as current as the 
most recent financial statements filed with the Commission on Form 10-
Q.
* * * * *
0
11. Amend Sec.  210.3-14 by:
0
a. Revising the introductory text of paragraph (a); and
0
b. Redesignating the Note following paragraph (a)(1)(iii) as Note to 
paragraph (a)(1).
    The revision reads as follows:


Sec.  210.3-14   Special instructions for real estate operations to be 
acquired.

    (a) If, during the period for which statements of comprehensive 
income are required, the registrant has acquired one or more properties 
which in the aggregate are significant, or since the date of the latest 
balance sheet required has acquired or proposes to acquire one or more 
properties which in the aggregate are significant, the following shall 
be furnished with respect to such properties:
* * * * *


Sec.  210.3-15   [Amended]

0
12. Amend Sec.  210.3-15 by removing and reserving paragraphs (a) and 
(b).
0
13. Amend Sec.  210.3-17 by revising paragraph (a) to read as follows:


Sec.  210.3-17   Financial statements of natural persons.

    (a) In lieu of the financial statements otherwise required, a 
natural person may file an unaudited balance sheet as of a date within 
90 days of date of filing and unaudited statements of comprehensive 
income for each of the three most recent fiscal years.
* * * * *
0
14. Amend Sec.  210.3-20 by:
0
a. Redesignating paragraph (a) as paragraph (a)(1);
0
b. Adding paragraph (a)(2);
0
c. Redesignating paragraph (b) as paragraph (b)(1) and adding paragraph 
(b)(2); and
0
d. Revising paragraph (d).
    The additions and revisions read as follows:


Sec.  210.3-20   Currency for financial statements.

    (a) * * *
    (2) An issuer that is not a foreign private issuer shall present 
its financial statements in U.S. dollars.
    (b) * * *
    (2) If there are material exchange restrictions or controls 
relating to the currency of a subsidiary's domicile, the currency held 
by a subsidiary, or the currency in which a subsidiary will pay 
dividends or transfer funds to the issuer or other subsidiaries, 
prominent disclosure of this fact shall be made in the financial 
statements.
* * * * *
    (d) Notwithstanding the currency selected for reporting purposes, 
the issuer shall measure separately its own transactions, and those of 
each of its material operations (e.g., branches, divisions, 
subsidiaries, joint ventures, and similar entities) that is included in 
the issuer's consolidated financial statements and not located in a 
hyperinflationary environment, using the particular currency of the 
primary economic environment in which the issuer or the operation 
conducts its business. Assets and liabilities so determined shall be 
translated into the reporting currency at the exchange rate at the 
balance sheet date; all revenues, expenses, gains, and losses shall be 
translated at the exchange rate existing at the time of the transaction 
or, if appropriate, a weighted average of the exchange rates during the 
period; and all translation effects of exchange rate changes shall be 
included as a separate component (``cumulative translation 
adjustment'') of shareholder's equity.
* * * * *


Sec.  210.3A-01  [Removed and reserved]

0
15. Remove and reserve Sec.  210.3A-01.
0
16. Amend Sec.  210.3A-02 by:
0
a. Revising the undesignated introductory text;
0
b. Revising paragraph (a);
0
c. Removing and reserving paragraph (b); and
0
d. Removing paragraphs (c) and (d).
    The revisions read as follows:


Sec.  210.3A-02   Consolidated financial statements of the registrant 
and its subsidiaries.

    In deciding upon consolidation policy, the registrant must consider 
what financial presentation is most meaningful in the circumstances and 
should follow in the consolidated financial statements principles of 
inclusion or exclusion which will clearly exhibit the financial 
position and results of operations of the registrant. There is a 
presumption that consolidated statements are more meaningful than 
separate statements and that they are usually necessary for a fair 
presentation when one entity directly or indirectly has a controlling 
financial interest in another entity. Other particular facts and 
circumstances may require combined financial statements, an equity 
method of accounting, or valuation allowances in order to achieve a 
fair presentation.
    (a) Majority ownership: Among the factors that the registrant 
should consider in determining the most meaningful presentation is 
majority ownership. Generally, registrants shall consolidate entities 
that are majority owned and shall not consolidate entities that are not 
majority owned. The determination of ``majority ownership'' requires a 
careful analysis of the facts and circumstances of a particular 
relationship among entities. In rare situations, consolidation of a 
majority owned subsidiary may not result in a fair presentation, 
because the registrant, in substance, does not have a controlling 
financial interest (for example, when the subsidiary is in legal 
reorganization or in bankruptcy). In other situations, consolidation of 
an entity, notwithstanding the lack of technical majority ownership, is 
necessary to present fairly the financial position and results of 
operations of the registrant, because of the existence of a parent-
subsidiary relationship by means other than record ownership of voting 
stock.
* * * * *
0
17. Amend Sec.  210.3A-03 by removing and reserving paragraph (a) and 
revising paragraph (b) to read as follows:


Sec.  210.3A-03   Statement as to principles of consolidation or 
combination followed.

* * * * *
    (b) As to each consolidated financial statement and as to each 
combined financial statement, if there has been a change in the persons 
included or excluded in the corresponding statement for the preceding 
fiscal period filed with the Commission that has a material effect on 
the financial statements, the persons included and the persons excluded 
shall be disclosed.


Sec.  210.3A-04  [Removed]

0
18. Remove Sec.  210.3A-04.

[[Page 51660]]

Sec.  210.4-01  [Amended]

0
19. Amend Sec.  210.4-01 by removing paragraph (a)(3).
0
20. Amend Sec.  210.4-08 by:
0
a. Revising the undesignated introductory text;
0
b. Removing and reserving paragraph (a)
0
c. Revising paragraph (d);
0
d. Revising paragraph (e)(1) and the introductory text of paragraph 
(e)(3);
0
e. Revising paragraphs (f) and (h)(1);
0
f. Redesignating the Note following paragraph (h)(1) as Note to 
paragraph (h)(1);
0
g. Revising paragraph (h)(2) and removing paragraph (h)(3);
0
h. Removing and reserving paragraph (i);
0
i. Revising paragraph (k);
0
j. Revising paragraphs (m)(1)(i) and (ii) and (m)(2)(i); and
0
k. Removing paragraph (n) and the instructions to paragraph (n).
    The revisions read as follows:


Sec.  210.4-08   General notes to financial statements.

    If applicable to the person for which the financial statements are 
filed, the following shall be set forth on the face of the appropriate 
statement or in appropriately captioned notes. The information shall be 
provided for each statement required to be filed, except that the 
information required by paragraphs (b), (c), (d), (e) and (f) of this 
section shall be provided as of the most recent audited balance sheet 
being filed and for paragraph (j) of this section as specified therein. 
When specific statements are presented separately, the pertinent notes 
shall accompany such statements unless cross-referencing is 
appropriate.
* * * * *
    (d) Preferred shares. Aggregate preferences on involuntary 
liquidation, if other than par or stated value, shall be shown 
parenthetically in the equity section of the balance sheet.
    (e) * * *
    (1) Describe the most significant restrictions on the payment of 
dividends by the registrant, indicating their sources, their pertinent 
provisions, and the amount of retained earnings or net income 
restricted or free of restrictions.
* * * * *
    (3) The disclosures in paragraphs (e)(3)(i) and (ii) of this 
section shall be provided when material.
* * * * *
    (f) Significant changes in bonds, mortgages and similar debt. Any 
significant changes in the authorized amounts of bonds, mortgages and 
similar debt since the date of the latest balance sheet being filed for 
a particular person or group shall be stated.
* * * * *
    (h) * * *
    (1) Disclosure shall be made in the statement of comprehensive 
income or a note thereto, of the components of income (loss) before 
income tax expense (benefit) as either domestic or foreign.
* * * * *
    (2) In the reconciliation between the amount of reported total 
income tax expense (benefit) and the amount computed by multiplying the 
income (loss) before tax by the applicable statutory Federal income tax 
rate, if no individual reconciling item amounts to more than five 
percent of the amount computed by multiplying the income before tax by 
the applicable statutory Federal income tax rate, and the total 
difference to be reconciled is less than five percent of such computed 
amount, no reconciliation need be provided unless it would be 
significant in appraising the trend of earnings. Reconciling items that 
are individually less than five percent of the computed amount may be 
aggregated in the reconciliation. Where the reporting person is a 
foreign entity, the income tax rate in that person's country of 
domicile should normally be used in making the above computation, but 
different rates should not be used for subsidiaries or other segments 
of a reporting entity. When the rate used by a reporting person is 
other than the United States Federal corporate income tax rate, the 
rate used and the basis for using such rate shall be disclosed.
* * * * *
    (k) Related party transactions that affect the financial 
statements. (1) Amounts of related party transactions should be stated 
on the face of the balance sheet, statement of comprehensive income, or 
statement of cash flows.
    (2) In cases where separate financial statements are presented for 
the registrant, certain investees, or subsidiaries, any intercompany 
profits or losses resulting from transactions with related parties and 
the effects thereof shall be disclosed.
* * * * *
    (m) * * *
    (1) * * *
    (i) Separate presentation in the balance sheet of the aggregate 
amount of liabilities incurred pursuant to repurchase agreements shall 
include accrued interest payable thereon.
    (ii) The interest rate(s) on the repurchase liabilities shall be 
disclosed.
* * * * *
    (2) * * *
    (i) If, as of the most recent balance sheet date, the aggregate 
carrying amount of ``reverse repurchase agreements'' (securities or 
other assets purchased under agreements to resell) exceeds 10% of total 
assets:
    (A) Disclose separately such amount in the balance sheet; and
    (B) Disclose in an appropriately captioned footnote whether or not 
there are any provisions to ensure that the market value of the 
underlying assets remains sufficient to protect the registrant in the 
event of default by the counterparty and if so, the nature of those 
provisions.
* * * * *
0
21. Amend Sec.  210.4-10 by revising paragraph (c)(7)(i) to read as 
follows:


Sec.  210.4-10   Financial accounting and reporting for oil and gas 
producing activities pursuant to the Federal securities laws and the 
Energy Policy and Conservation Act of 1975.

* * * * *
    (c) * * *
    (7) * * *
    (i) For each cost center for each year that a statement of 
comprehensive income is required, disclose the total amount of 
amortization expense (per equivalent physical unit of production if 
amortization is computed on the basis of physical units or per dollar 
of gross revenue from production if amortization is computed on the 
basis of gross revenue).
* * * * *
0
22. Amend Sec.  210.5-02 by:
0
a. Removing the bracketed text immediately below the undesignated 
heading ``Current Assets, when appropriate'' and immediately above 
paragraph 1;
0
b. Revising paragraphs 6.(a)(2) and (3);
0
c. Revising the undesignated heading immediately above paragraph 19;
0
d. Revising the introductory text of paragraph 22.(a) and paragraphs 
27.(c)(3), 28 and 29; and
0
e. Revising paragraph 30.(a) and adding a Note to paragraph 30.(a)
    The revisions read as follows:


Sec.  210.5-02   Balance sheets.

* * * * *
    6. * * *
    (a) * * *
    (2) inventoried costs relating to long-term contracts or programs 
(see paragraph (d) of this section);
    (3) work in process;
* * * * *
    Current Liabilities, When Appropriate
    19. * * *
* * * * *
    22. * * *
    (a) State separately, in the balance sheet or in a note thereto, 
each issue or

[[Page 51661]]

type of obligation and such information as will indicate:
* * * * *
    27. * * *
    (c) * * *
    (3) the changes in each issue for each period for which a statement 
of comprehensive income is required to be filed. (See also Sec.  210.4-
08(d).)
* * * * *
    28. Preferred stocks which are not redeemable or are redeemable 
solely at the option of the issuer. State on the face of the balance 
sheet, or if more than one issue is outstanding state in a note, the 
title of each issue and the dollar amount thereof. Show also the dollar 
amount of any shares subscribed but unissued, and show the deduction of 
subscriptions receivable therefrom. State on the face of the balance 
sheet or in a note, for each issue, the number of shares authorized and 
the number of shares issued or outstanding, as appropriate (see Sec.  
210.4-07). Show in a note or separate statement the changes in each 
class of preferred shares reported under this caption for each period 
for which a statement of comprehensive income is required to be filed. 
(See also Sec.  210.4-08(d).)
* * * * *
    29. Common stocks. For each class of common shares state, on the 
face of the balance sheet, the number of shares issued or outstanding, 
as appropriate (see Sec.  210.4-07), and the dollar amount thereof. If 
convertible, this fact should be indicated on the face of the balance 
sheet. For each class of common shares state, on the face of the 
balance sheet or in a note, the title of the issue, the number of 
shares authorized, and, if convertible, the basis of conversion (see 
also Sec.  210.4-08(d)). Show also the dollar amount of any common 
shares subscribed but unissued, and show the deduction of subscriptions 
receivable therefrom. Show in a note or statement the changes in each 
class of common shares for each period for which a statement of 
comprehensive income is required to be filed.
* * * * *
    30. Other stockholders' equity. (a) Separate captions shall be 
shown for:
    (1) Additional paid-in capital;
    (2) Other additional capital;
    (3) Retained earnings;
    (i) Appropriated; and
    (ii) Unappropriated (See Sec.  210.4-08(e)); and
    (4) Accumulated other comprehensive income.

    Note to paragraph 30.(a).  Additional paid-in capital and other 
additional capital may be combined with the stock caption to which 
it applies, if appropriate.

* * * * *
0
23. Amend Sec.  210.5-03 by:
0
a. Revising the section heading and paragraphs (a) and (b)7 and 9;
0
b. Removing and reserving paragraphs (b)15, 16, and 17;
0
c. Redesignating paragraph (b)21 as (b)25; and
0
d. Adding new paragraph (b)21 and paragraphs (b)22, 23, and 24.
    The revisions and additions read as follows:


Sec.  210.5-03   Statements of comprehensive income.

    (a) The purpose of this section is to indicate the various line 
items which, if applicable, and except as otherwise permitted by the 
Commission, should appear on the face of the statements of 
comprehensive income filed for the persons to whom this article 
pertains (see Sec.  210.4-01(a)).
    (b) * * *
    7. Non-operating income. State separately in the statement of 
comprehensive income or in a note thereto amounts earned from 
dividends, interest on securities, profits on securities (net of 
losses), and miscellaneous other income. Amounts earned from 
transactions in securities of related parties shall be disclosed as 
required under Sec.  210.4-08(k). Material amounts included under 
miscellaneous other income shall be separately stated in the statement 
of comprehensive income or in a note thereto, indicating clearly the 
nature of the transactions out of which the items arose.
* * * * *
    9. Non-operating expenses. State separately in the statement of 
comprehensive income or in a note thereto amounts of losses on 
securities (net of profits) and miscellaneous income deductions. 
Material amounts included under miscellaneous income deductions shall 
be separately stated in the statement of comprehensive income or in a 
note thereto, indicating clearly the nature of the transactions out of 
which the items arose.
* * * * *
    21. Other comprehensive income. State separately the components of 
and the total for other comprehensive income. Present the components 
either net of related tax effects or before related tax effects with 
one amount shown for the aggregate income tax expense or benefit. State 
the amount of income tax expense or benefit allocated to each 
component, including reclassification adjustments, in the statement of 
comprehensive income or in a note.
    22. Comprehensive income.
    23. Comprehensive income attributable to the noncontrolling 
interest.
    24. Comprehensive income attributable to the controlling interest.
* * * * *
0
24. Amend Sec.  210.5-04 by revising paragraph (a)(2); and Schedule I 
to read as follows:


Sec.  210.5-04   What schedules are to be filed.

    (a) * * *
    (2) Schedule II of this section shall be filed for each period for 
which an audited statement of comprehensive income is required to be 
filed for each person or group.
* * * * *
    Schedule I--Condensed financial information of registrant. The 
schedule prescribed by Sec.  210.12-04 shall be filed when the 
restricted net assets (Sec.  210.1.02(dd)) of consolidated subsidiaries 
exceed 25 percent of consolidated net assets as of the end of the most 
recently completed fiscal year.
* * * * *
0
25. Amend Sec.  210.6-03 by revising the introductory text of paragraph 
(c)(1) to read as follows:


Sec.  210.6-03   Special rules of general application to registered 
investment companies.

* * * * *
    (c) * * *
    (1) Consolidated and combined statements filed for registered 
investment companies shall be prepared in accordance with Sec. Sec.  
210.3A-02 and 210.3A-03 (Article 3A), except that
* * * * *
0
26. Amend Sec.  210.6-04 by revising paragraph 17 to read as follows:


Sec.  210.6-04   Balance sheets.

* * * * *
    17. Total distributable earnings (loss). Disclose total 
distributable earnings (loss), which generally comprise:
    (a) Accumulated undistributed investment income--net;
    (b) Accumulated undistributed net realized gains (losses) on 
investment transactions; and
    (c) Net unrealized appreciation (depreciation) in value of 
investments at the balance sheet date.
* * * * *
0
27. Amend Sec.  210.6-07 by revising the undesignated introductory text 
to read as follows:


Sec.  210.6-07   Statements of operations.

    Statements of operations, or statements of comprehensive income, 
where applicable, filed by registered investment companies, other than

[[Page 51662]]

issuers of face-amount certificates subject to the special provisions 
of Sec.  210.6-08, shall comply with the following provisions:
* * * * *
0
28. Amend Sec.  210.6-09 by revising paragraph 7 to read as follows:


Sec.  210.6-09   Statements of changes in net assets.

* * * * *
    7. Net assets at the end of the period.
0
29. Amend Sec.  210.6A-04 by revising the section heading and 
undesignated introductory text to read as follows:


Sec.  210.6A-04   Statements of comprehensive income and changes in 
plan equity.

    Statements of comprehensive income and changes in plan equity filed 
under this section shall comply with the following provisions:
* * * * *
0
30. Amend Sec.  210.6A-05 by revising the introductory text of 
paragraph (a) and schedule III to read as follows:


Sec.  210.6A-05   What schedules are to be filed.

    (a) Schedule I of this section shall be filed as of the most recent 
audited statement of financial condition and any subsequent unaudited 
statement of financial condition being filed. Schedule II of this 
section shall be filed as of the date of each statement of financial 
condition being filed. Schedule III of this section shall be filed for 
each period for which a statement of comprehensive income and changes 
in plan equity is filed. All schedules shall be audited if the related 
statements are audited.
* * * * *
    Schedule III--Allocation of plan income and changes in plan equity 
to investment programs. If the plan provides for separate investment 
programs with separate funds, and if the allocation of income and 
changes in plan equity to the several funds is not shown in the 
statement of comprehensive income and changes in plan equity in 
columnar form or by the submission of separate statements for each 
fund, a schedule shall be submitted showing the allocation of each 
caption of each statement of comprehensive income and changes in plan 
equity filed to the applicable fund.
* * * * *


Sec.  210.7-02  [Amended]

0
31. Amend Sec.  210.7-02 by removing and reserving paragraph (b).
0
32. Amend Sec.  210.7-03 by:
0
a. Revising paragraphs (a)6 and (a)11; and
0
b. Removing and reserving paragraph (a)13.(b);
0
c. Removing paragraph (a)13.(c); and
0
d. Revising paragraphs (a)23.(a)(3) and (a)23.(c)(2).
    The revisions read as follows:


Sec.  210.7-03   Balance sheets.

    (a) * * *
    6. Reinsurance recoverable.
* * * * *
    11. Separate account assets. Include under this caption the portion 
of separate account-assets representing contract holder funds required 
to be reported in an insurance entity's financial statements as a 
summary total. An equivalent summary total for the related liability 
shall be included under caption 18.
* * * * *
    23. Other stockholders' equity.
    (a) * * *
    (3) accumulated other comprehensive income,
* * * * *
    (c) * * *
    (2) property and liability insurance legal entities: The amount of 
statutory stockholders' equity as of the date of each balance sheet 
presented and the amount of statutory net income or loss for each 
period for which a statement of comprehensive income is presented.
* * * * *
0
33. Amend Sec.  210.7-04 by:
0
a. Revising the section heading;
0
b. Revising the undesignated introductory text;
0
c. Revising paragraph 3.(b);
0
d. Removing and reserving paragraph 3.(c);
0
e. Revising paragraphs 3.(d), 7 and 9;
0
f. Removing and reserving paragraphs 13, 14 and 15;
0
g. Redesignating paragraph 19 as paragraph 23; and
0
h. Adding new paragraph 19 and paragraphs 20, 21 and 22.
    The revisions and additions read as follows:


Sec.  210.7-04   Statements of comprehensive income.

    The purpose of this section is to indicate the various items which, 
if applicable, should appear on the face of the statements of 
comprehensive income and in the notes thereto filed for persons to whom 
this article pertains. (See Sec.  210.4-01(a).)
* * * * *
    3. * * *
    (b) Indicate in a footnote the registrant's policy with respect to 
whether investment income and realized gains and losses allocable to 
policyholders and separate accounts are included in the investment 
income and realized gain and loss amounts reported in the statement of 
comprehensive income. If the statement of comprehensive income includes 
investment income and realized gains and losses allocable to 
policyholders and separate accounts, indicate the amounts of such 
allocable investment income and realized gains and losses and the 
manner in which the insurance enterprise's obligation with respect to 
allocation of such investment income and realized gains and losses is 
otherwise accounted for in the financial statements.
* * * * *
    (d) For each period for which a statement of comprehensive income 
is filed, include in a note an analysis of realized and unrealized 
investment gains and losses on fixed maturities and equity securities. 
For each period, state separately for fixed maturities [see Sec.  
210.7-03.1(a)] and for equity securities [see Sec.  210.7-03.1(b)] the 
following amounts:
* * * * *
    7. Underwriting, acquisition and insurance expenses. State 
separately in the statement of comprehensive income or in a note 
thereto (a) the amount included in this caption representing deferred 
policy acquisition costs amortized to income during the period, and (b) 
the amount of other operating expenses. State separately in the 
statement of comprehensive income any material amount included in all 
other operating expenses.
* * * * *
    9. Income tax expense. Include under this caption only taxes based 
on income (See Sec.  210.4-08(h).)
* * * * *
    19. Other comprehensive income. State separately the components of 
and the total for other comprehensive income. Present the components 
either net of related tax effects or before related tax effects with 
one amount shown for the aggregate income tax expense or benefit. State 
the amount of income tax expense or benefit allocated to each 
component, including reclassification adjustments, in the statement of 
comprehensive income or in a note.
    20. Comprehensive income.
    21. Comprehensive income attributable to the noncontrolling 
interest.
    22. Comprehensive income attributable to the controlling interest.
* * * * *
0
34. Amend Sec.  210.7-05 by revising paragraph (a)(2) and schedules II 
and III to read as follows:

[[Page 51663]]

Sec.  210.7-05   What schedules are to be filed.

    (a) * * *
    (2) The schedules specified in this section as Schedule IV and V 
shall be filed for each period for which an audited statement of 
comprehensive income is required to be filed for each person or group.
* * * * *
    Schedule II--Condensed financial information of registrant. The 
schedule prescribed by Sec.  210.12-04 shall be filed when the 
restricted net assets (Sec.  210.1.02(dd)) of consolidated subsidiaries 
exceed 25 percent of consolidated net assets as of the end of the most 
recently completed fiscal year.
    Schedule III--Supplementary insurance information. The schedule 
prescribed by Sec.  210.12-16 shall be filed giving segment detail in 
support of various balance sheet and statement of comprehensive income 
captions. The required balance sheet information shall be presented as 
of the date of each audited balance sheet filed, and the statement of 
comprehensive income information shall be presented for each period for 
which an audited statement of comprehensive income is required to be 
filed, for each person or group.
* * * * *
0
35. Amend Sec.  210.8-01 by:
0
a. In Note 2 to Sec.  210.8 revising paragraph a and removing and 
reserving paragraph b; and
0
b. Removing Note 6 to Sec.  210.8.
    The revisions read as follows:


Sec.  210.8-01   Preliminary Notes to Article 8.

* * * * *

    Note 2 to Sec.  210.8.  * * *

0
a. The report and qualifications of the independent accountant shall 
comply with the requirements of Article 2 of this part (Sec. Sec.  
210.2-01 through 210.2-07); and
* * * * *
0
36. Revise Sec.  210.8-02 to read as follows:


Sec.  210.8-02   Annual financial statements.

    Smaller reporting companies shall file an audited balance sheet as 
of the end of each of the most recent two fiscal years, or as of a date 
within 135 days if the issuer has existed for a period of less than one 
fiscal year, and audited statements of comprehensive income, cash flows 
and changes in stockholders' equity for each of the two fiscal years 
preceding the date of the most recent audited balance sheet (or such 
shorter period as the registrant has been in business).
0
37. Amend Sec.  210.8-03 by:
0
a. Revising the undesignated introductory text;
0
b. Revising paragraph (a)(2);
0
c. Adding paragraph (a)(5);
0
d. Removing and reserving paragraphs (b)(2) and (b)(4);
0
e. Revising paragraph (b)(5);
0
f. Removing paragraph (b)(6); and
0
g. Revising Instruction 1 to Sec.  210.8-03.
    The revisions and addition read as follows:


Sec.  210.8-03   Interim financial statements.

    Interim financial statements may be unaudited; however, before 
filing, interim financial statements included in quarterly reports on 
Form 10-Q (Sec.  249.308(a) of this chapter) must be reviewed by an 
independent public accountant using applicable professional standards 
and procedures for conducting such reviews, as may be modified or 
supplemented by the Commission. If, in any filing, the issuer states 
that interim financial statements have been reviewed by an independent 
public accountant, a report of the accountant on the review must be 
filed with the interim financial statements. Interim financial 
statements shall include a balance sheet as of the end of the issuer's 
most recent fiscal quarter, a balance sheet as of the end of the 
preceding fiscal year, and statements of comprehensive income and 
statements of cash flows for the interim period up to the date of such 
balance sheet and the comparable period of the preceding fiscal year.
    (a) * * *
    (2) Statements of comprehensive income (or the statement of net 
income if comprehensive income is presented in two separate but 
consecutive financial statements) should include net sales or gross 
revenue, each cost and expense category presented in the annual 
financial statements that exceeds 20% of sales or gross revenues, 
provision for income taxes, and discontinued operations. (Financial 
institutions should substitute net interest income for sales for 
purposes of determining items to be disclosed.)
* * * * *
    (5) Provide the information required by Sec.  210.3-04.
    (b) * * *
    (5) Material accounting changes. The registrant's independent 
accountant must provide a letter in the first Form 10-Q (Sec.  249.308a 
of this chapter) filed after the change indicating whether or not the 
change is to a preferable method. Disclosure must be provided of any 
retroactive change to prior period financial statements, including the 
effect of any such change on income and income per share.
    Instruction 1 to Sec.  210.8-03. Where Article 8 of this part 
(Sec. Sec.  210.8-01 to 210.8-08) is applicable to a Form 10-Q (Sec.  
249.308a of this chapter) and the interim period is more than one 
quarter, statements of comprehensive income must also be provided for 
the most recent interim quarter and the comparable quarter of the 
preceding fiscal year.
* * * * *
0
38. Amend Sec.  210.8-04 by revising paragraph (b)(3) to read as 
follows:


Sec.  210.8-04   Financial statements of businesses acquired or to be 
acquired.

* * * * *
    (b) * * *
    (3) Compare the smaller reporting company's equity in the income 
from continuing operations before income taxes of the acquiree 
exclusive of amounts attributable to any noncontrolling interests to 
such consolidated income of the smaller reporting company for the most 
recently completed fiscal year.
* * * * *
0
39. Amend Sec.  210.8-05 by revising paragraphs (b)(1) and (2) to read 
as follows:


Sec.  210.8-05   Pro forma financial information.

* * * * *
    (b) * * *
    (1) If the transaction was consummated during the most recent 
fiscal year or subsequent interim period, pro forma statements of 
comprehensive income reflecting the combined operations of the entities 
for the latest fiscal year and interim period, if any; or
    (2) If consummation of the transaction has occurred or is probable 
after the date of the most recent balance sheet required by Sec.  
210.8-02 or Sec.  210.8-03, a pro forma balance sheet giving effect to 
the combination as of the date of the most recent balance sheet. For a 
purchase, pro forma statements of comprehensive income reflecting the 
combined operations of the entities for the latest fiscal year and 
interim period, if any, are required.
0
40. Amend Sec.  210.8-06 by revising the undesignated introductory text 
to read as follows:


Sec.  210.8-06   Real estate operations acquired or to be acquired.

    If, during the period for which statements of comprehensive income 
are required, the smaller reporting company has acquired one or more 
properties that in the aggregate are significant, or since the date of 
the latest balance sheet required by Sec.  210.8-02 or Sec.  210.8-03, 
has acquired or proposes to acquire one or more properties that in the 
aggregate

[[Page 51664]]

are significant, the following shall be furnished with respect to such 
properties:
* * * * *
0
41. Amend Sec.  210.9-03 by:
0
a. Revising paragraph 3;
0
b. Removing paragraph 6.(a) and removing and reserving paragraph 7.(d); 
and
0
c. Revising paragraphs 7.(e)(3) and 10.
    The revisions read as follows:


Sec.  210.9-03   Balance sheets.

* * * * *
    3. Federal funds sold and securities purchased under resale 
agreements or similar arrangements.
* * * * *
    7. * * *
    (e) * * *
    (3) Notwithstanding the aggregate disclosure called for by 
paragraph (e)(1) of this section, if any loans were not made in the 
ordinary course of business during any period for which a statement of 
comprehensive income is required to be filed, provide an appropriate 
description of each such loan.
* * * * *
    10. Other assets. Disclose separately on the balance sheet or in a 
note thereto any of the following assets or any other asset the amount 
of which exceeds thirty percent of stockholders equity. The remaining 
assets may be shown as one amount.
    (1) Goodwill.
    (2) Other intangible assets (net of amortization).
    (3) Investments in and indebtedness of affiliates and other 
persons.
    (4) Other real estates.
    (a) Disclose in a note the basis at which other real estate is 
carried. A reduction to fair market value from the carrying value of 
the related loan at the time of acquisition shall be accounted for as a 
loan loss. Any allowance for losses on other real estate which has been 
established subsequent to acquisition should be deducted from other 
real estate. For each period for which a statement of comprehensive 
income is required, disclosures should be made in a note as to the 
changes in the allowances, including balance at beginning and end of 
period, provision charged to income, and losses charged to the 
allowance.
* * * * *
0
42. Amend Sec.  210.9-04 by:
0
a. Revising the heading and undesignated introductory text;
0
b. Revising paragraph 13.(h);
0
c. Removing and reserving paragraphs 14.(c), 17, 18 and 19;
0
d. Redesignating paragraph 23 as paragraph 27; and
0
e. Adding new paragraph 23 and paragraphs 24, 25 and 26.
    The revisions and additions read as follows:


Sec.  210.9-04   Statements of comprehensive income.

    The purpose of this section is to indicate the various items which, 
if applicable, should appear on the face of the statement of 
comprehensive income or in the notes thereto.
* * * * *
    13. * * *
    (h) Investment securities gains or losses. Related income taxes 
shall be disclosed.
* * * * *
    23. Other comprehensive income. State separately the components of 
and the total for other comprehensive income. Present the components 
either net of related tax effects or before related tax effects with 
one amount shown for the aggregate income tax expense or benefit. State 
the amount of income tax expense or benefit allocated to each 
component, including reclassification adjustments, in the statement of 
comprehensive income or in a note.
    24. Comprehensive income.
    25. Comprehensive income attributable to the noncontrolling 
interest.
    26. Comprehensive income attributable to the controlling interest.
* * * * *
0
43. Amend Sec.  210.9-05 by revising paragraph (b)(2) to read as 
follows:


Sec.  210.9-05   Foreign activities.

* * * * *
    (b) * * *
    (2) For each period for which a statement of comprehensive income 
is filed, state the amount of revenue, income (loss) before taxes, and 
net income (loss) associated with foreign activities. Disclose 
significant estimates and assumptions (including those related to the 
cost of capital) used in allocating revenue and expenses to foreign 
activities; describe the nature and effects of any changes in such 
estimates and assumptions which have a significant impact on 
interperiod comparability.
* * * * *
0
44. Revise Sec.  210.9-06 to read as follows:


Sec.  210.9-06   Condensed financial information of registrant.

    The information prescribed by Sec.  210.12-04 shall be presented in 
a note to the financial statements when the restricted net assets 
(Sec.  210.1-02(dd)) of consolidated subsidiaries exceed 25 percent of 
consolidated net assets as of the end of the most recently completed 
fiscal year. The investment in and indebtedness of and to bank 
subsidiaries shall be stated separately in the condensed balance sheet 
from amounts for other subsidiaries; the amount of cash dividends paid 
to the registrant for each of the last three years by bank subsidiaries 
shall be stated separately in the condensed statement of comprehensive 
income from amounts for other subsidiaries.
0
45. Amend Sec.  210.10-01 by:
0
a. Revising paragraphs (a)(3), (5), and (7);
0
b. Revising paragraphs (b)(1) through (3);
0
c. Removing and reserving paragraphs (b)(4) and (5);
0
d. Revising paragraphs (b)(6) and (8); and
0
e. Revising paragraphs (c)(2) and (4) and (d).
    The revisions read as follows:


Sec.  210.10-01   Interim financial statements.

    (a) * * *
    (3) Interim statements of comprehensive income shall also include 
major captions prescribed by the applicable sections of this Regulation 
S-X (part 210 of this chapter). When any major statement of 
comprehensive income (or statement of net income if comprehensive 
income is presented in two separate but consecutive financial 
statements) caption is less than 15% of average net income for the most 
recent three fiscal years and the amount in the caption has not 
increased or decreased by more than 20% as compared to the 
corresponding interim period of the preceding fiscal year, the caption 
may be combined with others. In calculating average net income, loss 
years should be excluded. If losses were incurred in each of the most 
recent three years, the average loss shall be used for purposes of this 
test. Notwithstanding these tests, Sec.  210.4-02 applies and de 
minimis amounts therefore need not be shown separately, except that 
registrants reporting under Sec.  210.9 shall show investment 
securities gains or losses separately regardless of size.
* * * * *
    (5) The interim financial information shall include disclosures 
either on the face of the financial statements or in accompanying 
footnotes sufficient so as to make the interim information presented 
not misleading. Registrants may presume that users of the interim 
financial information have read or have access to the audited financial 
statements for the preceding fiscal year and that the adequacy of 
additional

[[Page 51665]]

disclosure needed for a fair presentation may be determined in that 
context. Accordingly, footnote disclosure which would substantially 
duplicate the disclosure contained in the most recent annual report to 
security holders or latest audited financial statements, such as a 
statement of significant accounting policies and practices, details of 
accounts which have not changed significantly in amount or composition 
since the end of the most recently completed fiscal year, and detailed 
disclosures prescribed by Sec.  210.4-08, may be omitted.
* * * * *
    (7) Provide the information required by Sec.  210.3-04.
    (b) * * *
    (1) Summarized statement of comprehensive income information shall 
be given separately as to each subsidiary not consolidated or 50 
percent or less owned persons or as to each group of such subsidiaries 
or fifty percent or less owned persons for which separate individual or 
group statements would otherwise be required for annual periods. Such 
summarized information, however, need not be furnished for any such 
unconsolidated subsidiary or person which would not be required 
pursuant to Sec.  240.13a-13 or Sec.  240.15d-13 of this chapter to 
file quarterly financial information with the Commission if it were a 
registrant.
    (2) The basis of the earnings per share computation shall be stated 
together with the number of shares used in the computation.
    (3) If, during the most recent interim period presented, the 
registrant or any of its consolidated subsidiaries entered into a 
combination between entities under common control, supplemental 
disclosure of the separate results of the combined entities for periods 
prior to the combination shall be given, with appropriate explanations.
* * * * *
    (6) For filings on Form 10-Q (Sec.  249.308(a) of this chapter), a 
letter from the registrant's independent accountant shall be filed as 
an exhibit (in accordance with the provisions of Item 601 of Regulation 
S-K (17 CFR 229.601)) in the first Form 10-Q after the date of an 
accounting change indicating whether or not the change is to an 
alternative principle which, in the accountant's judgment, is 
preferable under the circumstances; except that no letter from the 
accountant need be filed when the change is made in response to a 
standard adopted by the Financial Accounting Standards Board that 
requires such change.
* * * * *
    (8) Any unaudited interim financial statements furnished shall 
reflect all adjustments which are, in the opinion of management, 
necessary to a fair statement of the results for the interim periods 
presented. A statement to that effect shall be included. If all such 
adjustments are of a normal recurring nature, a statement to that 
effect shall be made; otherwise, there shall be furnished information 
describing in appropriate detail the nature and amount of any 
adjustments other than normal recurring adjustments entering into the 
determination of the results shown.
    (c) * * *
    (2) Interim statements of comprehensive income shall be provided 
for the most recent fiscal quarter, for the period between the end of 
the preceding fiscal year and the end of the most recent fiscal 
quarter, and for the corresponding periods of the preceding fiscal 
year. Such statements may also be presented for the cumulative twelve 
month period ended during the most recent fiscal quarter and for the 
corresponding preceding period.
* * * * *
    (4) Registrants engaged in seasonal production and sale of a 
single-crop agricultural commodity may provide interim statements of 
comprehensive income and cash flows for the twelve month period ended 
during the most recent fiscal quarter and for the corresponding 
preceding period in lieu of the year-to-date statements specified in 
paragraphs (c)(2) and (3) of this section.
    (d) Interim review by independent public accountant. Prior to 
filing, interim financial statements included in quarterly reports on 
Form 10-Q (17 CFR 249.308(a)) must be reviewed by an independent public 
accountant using applicable professional standards and procedures for 
conducting such reviews, as may be modified or supplemented by the 
Commission. If, in any filing, the company states that interim 
financial statements have been reviewed by an independent public 
accountant, a report of the accountant on the review must be filed with 
the interim financial statements.
* * * * *
0
46. Amend Sec.  210.11-02 by:
0
a. Revising paragraphs (b)(1), (3), (5), (6), and (7);
0
b. Redesignating the Instructions following paragraph (b)(8) 
consecutively as Instruction 1 to paragraph (b), Instruction 2 to 
paragraph (b), Instruction 3 to paragraph (b), Instruction 4 to 
paragraph (b), Instruction 5 to paragraph (b), Instruction 6 to 
paragraph (b), and Instruction 7 to paragraph (b);
0
c. Revising newly redesignated Instruction 1 to paragraph (b), 
Instruction 2 to paragraph (b), Instruction 5 to paragraph (b) and 
Instruction 7 to paragraph (b); and
0
d. Revising paragraphs (c)(2)(i) and (ii), (c)(3) and (c)(4).
    The revisions read as follows:


Sec.  210.11-02   Preparation requirements.

* * * * *
    (b) * * *
    (1) Pro forma financial information shall consist of a pro forma 
condensed balance sheet, pro forma condensed statements of 
comprehensive income, and accompanying explanatory notes. In certain 
circumstances (i.e., where a limited number of pro forma adjustments 
are required and those adjustments are easily understood), a narrative 
description of the pro forma effects of the transaction may be 
furnished in lieu of the statements described herein.
* * * * *
    (3) The pro forma condensed financial information need only include 
major captions (i.e., the numbered captions) prescribed by the 
applicable sections of this Regulation S-X (part 210). Where any major 
balance sheet caption is less than 10 percent of total assets, the 
caption may be combined with others. When any major statement of 
comprehensive income caption is less than 15 percent of average net 
income attributable to the registrant for the most recent three fiscal 
years, the caption may be combined with others. In calculating average 
net income attributable to the registrant, loss years should be 
excluded unless losses were incurred in each of the most recent three 
years, in which case the average loss shall be used for purposes of 
this test. Notwithstanding these tests, de minimis amounts need not be 
shown separately.
* * * * *
    (5) The pro forma condensed statement of comprehensive income shall 
disclose income (loss) from continuing operations before nonrecurring 
charges or credits directly attributable to the transaction. Material 
nonrecurring charges or credits and related tax effects which result 
directly from the transaction and which will be included in the income 
of the registrant within the 12 months succeeding the transaction shall 
be disclosed separately. It should be clearly indicated that such 
charges or credits were not considered in the pro forma condensed 
statement of comprehensive income. If the transaction for which pro 
forma

[[Page 51666]]

financial information is presented relates to the disposition of a 
business, the pro forma results should give effect to the disposition 
and be presented under an appropriate caption.
    (6) Pro forma adjustments related to the pro forma condensed 
statement of comprehensive income shall be computed assuming the 
transaction was consummated at the beginning of the fiscal year 
presented and shall include adjustments which give effect to events 
that are directly attributable to the transaction, expected to have a 
continuing impact on the registrant, and factually supportable. Pro 
forma adjustments related to the pro forma condensed balance sheet 
shall be computed assuming the transaction was consummated at the end 
of the most recent period for which a balance sheet is required by 
Sec.  210.3-01 and shall include adjustments which give effect to 
events that are directly attributable to the transaction and factually 
supportable regardless of whether they have a continuing impact or are 
nonrecurring. All adjustments should be referenced to notes which 
clearly explain the assumptions involved.
    (7) Historical primary and fully diluted per share data based on 
continuing operations (or net income if the registrant does not report 
discontinued operations) for the registrant, and primary and fully 
diluted pro forma per share data based on continuing operations before 
nonrecurring charges or credits directly attributable to the 
transaction shall be presented on the face of the pro forma condensed 
statement of comprehensive income together with the number of shares 
used to compute such per share data. For transactions involving the 
issuance of securities, the number of shares used in the calculation of 
the pro forma per share data should be based on the weighted average 
number of shares outstanding during the period adjusted to give effect 
to shares subsequently issued or assumed to be issued had the 
particular transaction or event taken place at the beginning of the 
period presented. If a convertible security is being issued in the 
transaction, consideration should be given to the possible dilution of 
the pro forma per share data.
    (8) * * *
    Instruction 1 to paragraph (b). The historical statement of 
comprehensive income used in the pro forma financial information shall 
not report discontinued operations. If the historical statement of 
comprehensive income includes such items, only the portion of the 
statement of comprehensive income through ``income from continuing 
operations'' (or the appropriate modification thereof) should be used 
in preparing pro forma results.
    Instruction 2 to paragraph (b). For a business combination, pro 
forma adjustments for the statement of comprehensive income shall 
include amortization, depreciation and other adjustments based on the 
allocated purchase price of net assets acquired. In some transactions, 
such as in financial institution acquisitions, the purchase adjustments 
may include significant discounts of the historical cost of the 
acquired assets to their fair value at the acquisition date. When such 
adjustments will result in a significant effect on earnings (losses) in 
periods immediately subsequent to the acquisition which will be 
progressively eliminated over a relatively short period, the effect of 
the purchase adjustments on reported results of operations for each of 
the next five years should be disclosed in a note.
* * * * *
    Instruction 5 to paragraph (b). Adjustments to reflect the 
acquisition of real estate operations or properties for the pro forma 
statement of comprehensive income shall include a depreciation charge 
based on the new accounting basis for the assets, interest financing on 
any additional or refinanced debt, and other appropriate adjustments 
that can be factually supported. See also Instruction 4 to paragraph 
(b) of this section.
* * * * *
    Instruction 7 to paragraph (b). Tax effects, if any, of pro forma 
adjustments normally should be calculated at the statutory rate in 
effect during the periods for which pro forma condensed statements of 
comprehensive income are presented and should be reflected as a 
separate pro forma adjustment.
    (c) * * *
    (2) * * *
    (i) Pro forma condensed statements of comprehensive income shall be 
filed for only the most recent fiscal year and for the period from the 
most recent fiscal year end to the most recent interim date for which a 
balance sheet is required. A pro forma condensed statement of 
comprehensive income may be filed for the corresponding interim period 
of the preceding fiscal year. A pro forma condensed statement of 
comprehensive income shall not be filed when the historical statement 
of comprehensive income reflects the transaction for the entire period.
    (ii) For combinations between entities under common control, the 
pro forma statements of comprehensive income (which are in effect a 
restatement of the historical statements of comprehensive income as if 
the combination had been consummated) shall be filed for all periods 
for which historical statements of comprehensive income of the 
registrant are required.
    (3) Pro forma condensed statements of comprehensive income shall be 
presented using the registrant's fiscal year end. If the most recent 
fiscal year end of any other entity involved in the transaction differs 
from the registrant's most recent fiscal year end by more than 93 days, 
the other entity's statement of comprehensive income shall be brought 
up to within 93 days of the registrant's most recent fiscal year end, 
if practicable. This updating could be accomplished by adding 
subsequent interim period results to the most recent fiscal year-end 
information and deducting the comparable preceding year interim period 
results. Disclosure shall be made of the periods combined and of the 
sales or revenues and income for any periods which were excluded from 
or included more than once in the condensed pro forma statements of 
comprehensive income (e.g., an interim period that is included both as 
part of the fiscal year and the subsequent interim period). For 
investment companies subject to Sec. Sec.  210.6-01 through 210.6-10, 
the periods covered by the pro forma statements must be the same.
    (4) Whenever unusual events enter into the determination of the 
results shown for the most recently completed fiscal year, the effect 
of such unusual events should be disclosed and consideration should be 
given to presenting a pro forma condensed statement of comprehensive 
income for the most recent twelve-month period in addition to those 
required in paragraph (c)(2)(i) of this section if the most recent 
twelve-month period is more representative of normal operations.
0
47. Amend Sec.  210.11-03 by revising the introductory text of 
paragraph (a) and paragraph (a)(2) to read as follows:


Sec.  210.11-03   Presentation of financial forecast.

    (a) A financial forecast may be filed in lieu of the pro forma 
condensed statements of comprehensive income required by Sec.  210.11-
02(b)(1).
* * * * *
    (2) The forecasted statement of comprehensive income shall be 
presented in the same degree of detail as the pro forma condensed 
statement of comprehensive income required by Sec.  210.11-02(b)(3).
* * * * *

[[Page 51667]]

0
48. Amend Sec.  210.12-16 by revising footnotes 4 and 5 to read as 
follows:


Sec.  210.12-16  Supplementary insurance information.

* * * * *
    \4\ The total of columns I and J should agree with the amount 
shown for statement of comprehensive income caption 7.
    \5\ Totals should agree with the indicated balance sheet and 
statement of comprehensive income caption amounts, where a caption 
number is shown.

0
49. Amend Sec.  210.12-17 by revising footnote 2 to read as follows:


Sec.  210.12-17  Reinsurance.

* * * * *
    \2\ This Column represents the total of column B less column C 
plus column D. The total premiums in this column should represent 
the amount of premium revenue on the statement of comprehensive 
income (or statement of net income if comprehensive income is 
presented in two separate but consecutive financial statements).
* * * * *
0
50. Amend Sec.  210.12-18 by revising footnote 1 to read as follows:


Sec.  210.12-18  Supplemental information (for property-casualty 
insurance underwriters).

* * * * *
    \1\ Information included in audited financial statements, 
including other schedules, need not be repeated in this schedule. 
Columns B, C, D, and E are as of the balance sheet dates, columns F, 
G, H, I, J, and K are for the same periods for which statements of 
comprehensive income are presented in the registrant's audited 
consolidated financial statements.
* * * * *
0
51. Amend Sec.  210.12-28 by removing from the heading in Column I of 
the first table the text ``Life on which depreciation in latest income 
statements is computed'' and adding in its place ``Life on which 
depreciation in latest statements of comprehensive income is computed'' 
and by revising footnote 4 to read as follows:


Sec.  210.12-28  Real estate and accumulated depreciation.\1\

* * * * *
    \1\ All money columns shall be totaled.
* * * * *
    \4\ In a note to this schedule, furnish a reconciliation, in the 
following form, of the total amount at which real estate was carried 
at the beginning of each period for which statements of 
comprehensive income are required, with the total amount shown in 
column E:

----------------------------------------------------------------------------------------------------------------
 
----------------------------------------------------------------------------------------------------------------
Balance at beginning of period.  .......        $
    Additions during period:
        Acquisitions through           $
         foreclosure...........
        Other acquisitions
        Improvements, etc
        Other (describe).......  .......        $
    Deductions during period:
        Cost of real estate            $
         sold..................
        Other (describe)
Balance at close of period.....  .......        $
----------------------------------------------------------------------------------------------------------------

    If additions, except acquisitions through foreclosure, represent 
other than cash expenditures, explain. If any of the changes during the 
period result from transactions, directly or indirectly with 
affiliates, explain the bases of such transactions and state the 
amounts involved.
    A similar reconciliation shall be furnished for the accumulated 
depreciation.
* * * * *
0
52. Amend Sec.  210.12-29 by revising the text of footnote 6 between 
the tables to read as follows:


Sec.  210.12-29  Mortgage loans on real estate.\1\

* * * * *
    \1\ All money columns shall be totaled.
* * * * *
    \6\ In a note to this schedule, furnish a reconciliation, in the 
following form, of the carrying amount of mortgage loans at the 
beginning of each period for which statements of comprehensive 
income are required, with the total amount shown in column G:

----------------------------------------------------------------------------------------------------------------
 
----------------------------------------------------------------------------------------------------------------
Balance at beginning of period..................................  ..............               $
    Additions during period:
        New mortgage loans......................................               $
        Other (describe)........................................  ..............               $
    Deductions during period:
        Collections of principal................................               $
        Foreclosures
        Cost of mortgages sold
        Amortization of premium
        Other (describe)
Balance at close of period......................................  ..............               $
----------------------------------------------------------------------------------------------------------------

    If additions represent other than cash expenditures, explain. If 
any of the changes during the period result from transactions, directly 
or indirectly with affiliates, explain the bases of such transactions, 
and state the amounts involved. State the aggregate mortgages (a) 
renewed and (b) extended. If the carrying amount of new mortgages is in 
excess of the unpaid amount of the extended mortgages, explain.
* * * * *

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES 
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND 
CONSERVATION ACT OF 1975--REGULATION S-K

0
53. The authority citation for part 229 continues to read as follows:


[[Page 51668]]


    Authority:  15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 
77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-
5, 78w, 78ll, 78 mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-
31(c), 80a-37, 80a-38(a), 80a-39, 80b-11 and 7201 et seq.; 18 U.S.C. 
1350; Sec. 953(b) Pub. L. 111-203, 124 Stat. 1904; Sec. 102(a)(3) 
Pub. L. 112-106, 126 Stat. 309; and Sec. 72002, Sec. 84001, Pub. L. 
114-94, 129 Stat.1312.

0
54. Amend Sec.  229.10 by revising paragraphs (b)(2) and (e)(2)(i) to 
read as follows:


Sec.  229.10   (Item 10) General.

* * * * *
    (b) * * *
    (2) Format for projections. In determining the appropriate format 
for projections included in Commission filings, consideration must be 
given to, among other things, the financial items to be projected, the 
period to be covered, and the manner of presentation to be used. 
Although traditionally projections have been given for three financial 
items generally considered to be of primary importance to investors 
(revenues, net income (loss) and earnings (loss) per share), projection 
information need not necessarily be limited to these three items. 
However, management should take care to assure that the choice of items 
projected is not susceptible of misleading inferences through selective 
projection of only favorable items. Revenues, net income (loss) and 
earnings (loss) per share usually are presented together in order to 
avoid any misleading inferences that may arise when the individual 
items reflect contradictory trends. There may be instances, however, 
when it is appropriate to present earnings (loss) from continuing 
operations in addition to or in lieu of net income (loss). It generally 
would be misleading to present sales or revenue projections without one 
of the foregoing measures of income. The period that appropriately may 
be covered by a projection depends to a large extent on the particular 
circumstances of the company involved. For certain companies in certain 
industries, a projection covering a two or three year period may be 
entirely reasonable. Other companies may not have a reasonable basis 
for projections beyond the current year. Accordingly, management should 
select the period most appropriate in the circumstances. In addition, 
management, in making a projection, should disclose what, in its 
opinion, is the most probable specific amount or the most reasonable 
range for each financial item projected based on the selected 
assumptions. Ranges, however, should not be so wide as to make the 
disclosures meaningless. Moreover, several projections based on varying 
assumptions may be judged by management to be more meaningful than a 
single number or range and would be permitted.
* * * * *
    (e) * * *
    (2) * * *
    (i) Excludes amounts, or is subject to adjustments that have the 
effect of excluding amounts, that are included in the most directly 
comparable measure calculated and presented in accordance with GAAP in 
the statement of comprehensive income, balance sheet or statement of 
cash flows (or equivalent statements) of the issuer; or
* * * * *
0
55. Amend Sec.  229.101 by:
0
a. Removing and reserving paragraphs (b), (c)(1)(v) and (xi), and (d);
0
b. Revising the introductory text of paragraph (e);
0
c. Revising paragraphs (e)(2) and (3);
0
d. Removing and reserving paragraph (h)(4)(x); and
0
e. Revising paragraph (h)(5)(iii).
    The revisions read as follows:


Sec.  229.101   (Item 101) Description of business.

* * * * *
    (e) Available information. Disclose the information in paragraphs 
(e)(1) through (3) of this section in any registration statement you 
file under the Securities Act (15 U.S.C. 77a et seq.), and disclose the 
information in paragraph (e)(3) of this section in your annual report 
on Form 10-K (Sec.  249.310 of this chapter). Further disclose the 
information in paragraph (e)(4) of this section if you are an 
accelerated filer or a large accelerated filer (as defined in Sec.  
240.12b-2 of this chapter) filing an annual report on Form 10-K (Sec.  
249.310 of this chapter):
* * * * *
    (2) State that the SEC maintains an Internet site that contains 
reports, proxy and information statements, and other information 
regarding issuers that file electronically with the SEC and state the 
address of that site (http://www.sec.gov).
    (3) Disclose your Internet address, if you have one.
* * * * *
    (h) * * *
    (5) * * *
    (iii) State that the Commission maintains an Internet site that 
contains reports, proxy and information statements, and other 
information regarding issuers that file electronically with the 
Commission and state the address of that site (http://www.sec.gov). 
Disclose your Internet address, if available.
* * * * *
0
56. Amend Sec.  229.201 by:
0
a. Revising paragraph (a)(1);
0
b. Removing and reserving paragraphs (a)(2)(i), (c)(1), and (d);
0
c. Removing Instructions to paragraph (d);
0
d. Redesignating Instructions 1 through 5 to Item 201 consecutively as 
Instruction 1 to Item 201, Instruction 2 to Item 201, Instruction 3 to 
Item 201, Instruction 4 to Item 201 and Instruction 5 to Item 201;
0
e. Removing and reserving newly redesignated Instruction 1 to Item 201; 
and
0
f. Revising newly redesignated Instruction 2 to Item 201.
    The revisions read as follows:


Sec.  229.201   (Item 201) Market price of and dividends on the 
registrant's common equity and related stockholder matters.

    (a) * * *
    (1) * * *
    (i) Identify the principal United States market or markets and the 
trading symbol(s) for each class of the registrant's common equity. In 
the case of foreign registrants, also identify the principal 
established foreign public trading market, if any, and the trading 
symbol(s), for each class of the registrant's common equity.
    (ii) If the principal United States market for such common equity 
is not an exchange, indicate, as applicable, that any over-the-counter 
market quotations reflect inter-dealer prices, without retail mark-up, 
mark-down or commission and may not necessarily represent actual 
transactions.
    (iii) Where there is no established public trading market for a 
class of common equity, furnish a statement to that effect and, if 
applicable, state the range of high and low bid information for each 
full quarterly period within the two most recent fiscal years and any 
subsequent interim period for which financial statements are included, 
or are required to be included by Article 3 of Regulation S-X (part 210 
of this chapter), indicating the source of such quotations. Reference 
to quotations shall be qualified by appropriate explanation. For 
purposes of this Item the existence of limited or sporadic quotations 
should not of itself be deemed to constitute an ``established public 
trading market.''
* * * * *
    Instruction 2 to Item 201. Bid information reported pursuant to 
this Item shall be adjusted to give retroactive effect to material 
changes resulting from

[[Page 51669]]

stock dividends, stock splits and reverse stock splits.
* * * * *
0
57. Amend Sec.  229.302 by:
0
a. Revising paragraphs (a)(1) and (3);
0
b. Redesignating the Instructions to paragraph (b) consecutively as 
Instruction 1 to paragraph (b), Instruction 2 to paragraph (b), and 
Instruction 3 to paragraph (b); and
0
c. Revising paragraphs (a) and (c) of newly redesignated Instruction 1 
to paragraph (b).
    The revisions read as follows:


Sec.  229.302   (Item 302) Supplementary financial information.

    (a) * * *
    (1) Disclosure shall be made of net sales, gross profit (net sales 
less costs and expenses associated directly with or allocated to 
products sold or services rendered), income (loss), per share data 
based upon such income (loss), net income (loss) and net income (loss) 
attributable to the registrant, for each full quarter within the two 
most recent fiscal years and any subsequent interim period for which 
financial statements are included or are required to be included by 
Article 3 of Regulation S-X (part 210 of this chapter).
* * * * *
    (3) Describe the effect of any discontinued operations and unusual 
or infrequently occurring items recognized in each full quarter within 
the two most recent fiscal years and any subsequent interim period for 
which financial statements are included or are required to be included 
by Article 3 of Regulation S-X, as well as the aggregate effect and the 
nature of year-end or other adjustments which are material to the 
results of that quarter.
* * * * *
    (b) * * *
    Instruction 1 to paragraph (b). (a) FASB ASC Subtopic 932-235 
disclosures that relate to annual periods shall be presented for each 
annual period for which a statement of comprehensive income (as defined 
in Sec.  210.1-02 of Regulation S-X) is required, * * * (c) FASB ASC 
Subtopic 932-235 disclosures required as of the beginning of an annual 
period shall be presented as of the beginning of each annual period for 
which a statement of comprehensive income (as defined in Sec.  210.1-02 
of Regulation S-X of this chapter) is required.
* * * * *
0
58. Amend Sec.  229.303 by:
0
a. Revising the introductory text of paragraph (a);
0
b. Revising paragraph (b)(2);
0
c. Redesignating paragraphs 1, 2, 3, 4, 5, 6, and 7 of the Instructions 
to paragraph (b) of Item 303 as Instruction 1 to paragraph (b), 
Instruction 2 to paragraph (b), Instruction 3 to paragraph (b), 
Instruction 4 to paragraph (b), Instruction 5 to paragraph (b), 
Instruction 6 to paragraph (b) and Instruction 7 to paragraph (b), 
respectively.
0
d. Removing and reserving newly redesignated Instruction 5 to paragraph 
(b); and
0
e. Adding an Instruction 8 to paragraph (b).
    The revisions and addition read as follows:


Sec.  229.303   (Item 303) Management's discussion and analysis of 
financial condition and results of operations.

    (a) Full fiscal years. Discuss registrant's financial condition, 
changes in financial condition and results of operations. The 
discussion shall provide information as specified in paragraphs (a)(1) 
through (5) of this section and also shall provide such other 
information that the registrant believes to be necessary to an 
understanding of its financial condition, changes in financial 
condition and results of operations. Discussions of liquidity and 
capital resources may be combined whenever the two topics are 
interrelated. Where in the registrant's judgment a discussion of 
segment or geographic information or of other subdivisions of the 
registrant's business would be appropriate to an understanding of such 
business, the discussion shall focus on each relevant, reportable 
segment, geographic area, or other subdivision of the business and on 
the registrant as a whole.
* * * * *
    (b) * * *
    (2) Material changes in results of operations. Discuss any material 
changes in the registrant's results of operations with respect to the 
most recent fiscal year-to-date period for which a statement of 
comprehensive income (or statement of operations if comprehensive 
income is presented in two separate but consecutive financial 
statements or if no other comprehensive income) is provided and the 
corresponding year-to-date period of the preceding fiscal year. If the 
registrant is required to or has elected to provide a statement of 
comprehensive income (or statement of operations if comprehensive 
income is presented in two separate but consecutive financial 
statements or if no other comprehensive income) for the most recent 
fiscal quarter, such discussion also shall cover material changes with 
respect to that fiscal quarter and the corresponding fiscal quarter in 
the preceding fiscal year. In addition, if the registrant has elected 
to provide a statement of comprehensive income (or statement of 
operations if comprehensive income is presented in two separate but 
consecutive financial statements or if no other comprehensive income) 
for the twelve-month period ended as of the date of the most recent 
interim balance sheet provided, the discussion also shall cover 
material changes with respect to that twelve-month period and the 
twelve-month period ended as of the corresponding interim balance sheet 
date of the preceding fiscal year. Notwithstanding the above, if for 
purposes of a registration statement a registrant subject to Sec.  
210.3-03(b) of Regulation S-X of this chapter provides a statement of 
comprehensive income (or statement of operations if comprehensive 
income is presented in two separate but consecutive financial 
statements or if no other comprehensive income) for the twelve-month 
period ended as of the date of the most recent interim balance sheet 
provided in lieu of the interim statements of comprehensive income (or 
statement of operations if comprehensive income is presented in two 
separate but consecutive financial statements or if no other 
comprehensive income) otherwise required, the discussion of material 
changes in that twelve-month period will be in respect to the preceding 
fiscal year rather than the corresponding preceding period.
    Instructions to paragraph (b) of Item 303.
* * * * *
    Instruction 8 to paragraph (b). The term statement of comprehensive 
income shall mean a statement of comprehensive income as defined in 
Sec.  210.1-02 of Regulation S-X of this chapter.
* * * * *
0
59. Amend Sec.  229.503 by:
0
a. Revising the section heading;
0
b. Removing paragraph (d) and the Instructions to paragraph 503(d); and
0
c. Removing paragraph (e).
    The revision reads as follows:


Sec.  229.503   (Item 503) Prospectus summary and risk factors.

* * * * *
0
60. Amend Sec.  229.512 by revising paragraph (a)(4) to read as 
follows:


Sec.  229.512   (Item 512) Undertakings.

* * * * *
    (a) * * *
    (4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any 
financial statements required by Item 8.A of Form 20-F (Sec.  249.220f 
of this chapter) at the start of

[[Page 51670]]

any delayed offering or throughout a continuous offering. Financial 
statements and information otherwise required by section 10(a)(3) of 
the Act (15 U.S.C. 77j(a)(3)) need not be furnished, provided that the 
registrant includes in the prospectus, by means of a post-effective 
amendment, financial statements required pursuant to this paragraph 
(a)(4) and other information necessary to ensure that all other 
information in the prospectus is at least as current as the date of 
those financial statements. Notwithstanding the foregoing, with respect 
to registration statements on Form F-3 (Sec.  239.33 of this chapter), 
a post-effective amendment need not be filed to include financial 
statements and information required by section 10(a)(3) of the Act or 
Item 8.A of Form 20-F if such financial statements and information are 
contained in periodic reports filed with or furnished to the Commission 
by the registrant pursuant to section 13 or section 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference in 
the Form F-3.
* * * * *


Sec.  229.601   [Amended]

0
61. Amend Sec.  229.601 by:
0
a. Removing and reserving entries (11) and (12) from the exhibit table 
in paragraph (a);
0
b. In entry (13) in the exhibit table in paragraph (a), adding an X in 
the column labelled ``10-Q'';
0
c. Removing and reserving entries (19), (22) and (26) from the exhibit 
table in paragraph (a);
0
d. Removing and reserving paragraphs (b)(11), (12), (19), and (22);
0
e. Removing and reserving paragraph (b)(26); and
0
f. Removing paragraph (c).
0
62. Amend Sec.  229.1010 by:
0
a. Revising paragraph (a)(2);
0
b. Removing and reserving paragraph (a)(3);
0
c. Revising paragraph (b)(2); and
0
d. Removing and reserving paragraph (c)(4).
    The revisions read as follows:


Sec.  229.1010   (Item 1010) Financial statements.

    (a) * * *
    (2) Unaudited balance sheets, comparative year-to-date statements 
of comprehensive income (as defined in Sec.  210.1-02 of Regulation S-X 
of this chapter) and related earnings per share data and statements of 
cash flows required to be included in the company's most recent 
quarterly report filed under the Exchange Act; and
    (b) * * *
    (2) The company's statement of comprehensive income and earnings 
per share for the most recent fiscal year and the latest interim period 
provided under paragraph (a)(2) of this section; and
* * * * *
0
63. Amend Sec.  229.1118 by revising paragraph (b)(2) to read as 
follows:


Sec.  229.1118   (Item 1118) Reports and additional information.

* * * * *
    (b) * * *
    (2) State that the Commission maintains an Internet site that 
contains reports, proxy and information statements, and other 
information regarding issuers that file electronically with the 
Commission and state the address of that site (http://www.sec.gov).
* * * * *

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
64. The authority citation for part 230 continues to read in part as 
follows:

    Authority:  15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126 
Stat. 313 (2012), unless otherwise noted.
* * * * *
0
65. Amend Sec.  230.158 by:
0
a. Revising the section heading and paragraph (a)(1) introductory text;
0
b. Designating as Note to paragraph (a) the undesignated text between 
paragraphs (a)(2)(ii) and (b) and revising it; and
0
c. Designating as Note to paragraph (b) the undesignated text between 
paragraphs (b)(2) and (c).
    The revisions read as follows:


Sec.  230.158   Definitions of certain terms in the last paragraph of 
section 11(a) of the Act.

    (a) * * *
    (1) There is included the information required for statements of 
comprehensive income (as defined in Sec.  210.1-02 of Regulation S-X of 
this chapter) contained either:
* * * * *

    Note to paragraph (a). A subsidiary issuing debt securities 
guaranteed by its parent will be deemed to have met the requirements 
of paragraph (a) of this section if the parent's statements of 
comprehensive income (as defined in Sec.  210.1-02 of Regulation S-X 
of this chapter) satisfy the criteria of this paragraph and 
information respecting the subsidiary is included to the same extent 
as was presented in the registration statement. An ``earning 
statement'' not meeting the requirements of paragraph (a) of this 
section may otherwise be sufficient for purposes of the last 
paragraph of section 11(a) of the Act.

* * * * *
0
66. Amend Sec.  230.405 by revising paragraphs (1) and (3) of the 
definition of Significant subsidiary to read as follows:


Sec.  230.405   Definitions of terms.

* * * * *
    Significant subsidiary. * * *
    (1) The registrant's and its other subsidiaries' investments in and 
advances to the subsidiary exceed 10 percent of the total assets of the 
registrant and its subsidiaries consolidated as of the end of the most 
recently completed fiscal year (for a proposed combination between 
entities under common control, this condition is also met when the 
number of common shares exchanged or to be exchanged by the registrant 
exceeds 10 percent of its total common shares outstanding at the date 
the combination is initiated); or
* * * * *
    (3) The registrant's and its other subsidiaries' equity in the 
income from continuing operations before income taxes exceeds 10 
percent of such income of the registrant and its subsidiaries 
consolidated for the most recently completed fiscal year.
* * * * *
0
67. Amend Sec.  230.436 by revising paragraph (d)(4) to read as 
follows:


Sec.  230.436   Consents required in special cases.

* * * * *
    (d) * * *
    (4) A statement that a review of interim financial information is 
substantially less in scope than an audit conducted in accordance with 
the standards of the Public Company Accounting Oversight Board (United 
States) (``PCAOB''), the objective of which is an expression of an 
opinion regarding the financial statements taken as a whole, and, 
accordingly, no such opinion is expressed; and
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
68. The authority citation for part 239 continues to read in part as 
follows:

    Authority:  15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-
3, 77sss, 78c, 78l, 78m, 78n, 78o(d), 78o-7 note, 78u-5, 
78w(a),78ll, 78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 
80a-24, 80a-26, 80a-29, 80a-30, 80a-37, and Sec. 71003 and Sec. 
84001, Pub. L. 114-94, 129 Stat. 1312, unless otherwise noted.
* * * * *


Sec.  239.11  [Amended]

0
69. Amend Form S-1 (referenced in Sec.  239.11) by:
0
a. Revising the heading of Item 3; and

[[Page 51671]]

0
b. Revising Item 12.(b)(2)(ii).
    The revisions read as follows:

    Note: The text of Form S-1 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I--INFORMATION REQUIRED IN PROSPECTUS

* * * * *

Item 3. Summary Information and Risk Factors.

* * * * *

Item 12. Incorporation of Certain Information by Reference.

* * * * *
    (b) * * *
    (2) * * *
    (ii) State that the SEC maintains an Internet site that contains 
reports, proxy and information statements, and other information 
regarding issuers that file electronically with the SEC and state the 
address of that site (http://www.sec.gov).
* * * * *


Sec.  239.13  [Amended]

0
70. Amend Form S-3 (referenced in Sec.  239.13) by:
0
a. Revising General Instruction I.B.2;
0
b. Revising the heading of Item 3; and
0
c. Revising Item 12.(c)(2)(ii).
    The revisions read as follows:

    Note: The text of Form S-3 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

I. Eligibility Requirements for Use of Form S-3

* * * * *

B. Transaction Requirements. * * *

    2. Primary Offerings of Non-Convertible Securities Other than 
Common Equity. Non-convertible securities, other than common equity, to 
be offered for cash by or on behalf of a registrant, provided the 
registrant (i) has issued (as of a date within 60 days prior to the 
filing of the registration statement) at least $1 billion in non-
convertible securities, other than common equity, in primary offerings 
for cash, not exchange, registered under the Securities Act, over the 
prior three years; or (ii) has outstanding (as of a date within 60 days 
prior to the filing of the registration statement) at least $750 
million of non-convertible securities, other than common equity, issued 
in primary offerings for cash, not exchange, registered under the 
Securities Act; or (iii) is a wholly-owned subsidiary of a well-known 
seasoned issuer (as defined in 17 CFR 230.405); or (iv) is a majority-
owned operating partnership of a real estate investment trust that 
qualifies as a well-known seasoned issuer (as defined in 17 CFR 
230.405).
* * * * *

PART I

INFORMATION REQUIRED IN PROSPECTUS

* * * * *

Item 3. Summary Information and Risk Factors.

* * * * *

Item 12. Incorporation of Certain Information by Reference.

* * * * *
    (c) * * *
    (2) * * *
    (ii) State that the SEC maintains an Internet site that contains 
reports, proxy and information statements, and other information 
regarding issuers that file electronically with the SEC and state the 
address of that site (http://www.sec.gov). Disclose your Internet 
address, if available.
* * * * *


Sec.  239.18  [Amended]

0
71. Amend Form S-11 (referenced in Sec.  239.18) by:
0
a. Revising the heading of Item 3; and
0
b. Revising Item 29.(b)(2)(ii).
    The revisions read as follows:

    Note: The text of Form S-11 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF 
CERTAIN REAL ESTATE COMPANIES

* * * * *

PART I. INFORMATION REQUIRED IN PROSPECTUS

* * * * *

Item 3. Summary Information and Risk Factors.

* * * * *

Item 29. Incorporation of Certain Information by Reference.

* * * * *
    (b) * * *
    (2) * * *
    (ii) State that the SEC maintains an Internet site that contains 
reports, proxy and information statements, and other information 
regarding issuers that file electronically with the SEC and state the 
address of that site (http://www.sec.gov).
* * * * *


Sec.  239.25  [Amended]

0
72. Amend Form S-4 (referenced in Sec.  239.25) by:
0
a. Revising the heading of Item 3; and
0
b. Revising Items 11.(c)(2) and 13.(d)(2).
    The revisions read as follows:

    Note: The text of Form S-4 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

* * * * *

Item 3. Risk Factors and Other Information.

* * * * *

Item 11. Incorporation of Certain Information by Reference.

* * * * *
    (c) * * *
    (2) State that the SEC maintains an Internet site that contains 
reports, proxy and information statements, and other information 
regarding issuers that file electronically with the SEC and state the 
address of that site (http://www.sec.gov). Disclose your Internet 
address, if available.
* * * * *

Item 13. Incorporation of Certain Information by Reference.

* * * * *
    (d) * * *
    (2) State that the SEC maintains an Internet site that contains 
reports, proxy and information statements, and other information 
regarding issuers that file electronically with the SEC and state the 
address of that site (http://www.sec.gov). Disclose your Internet 
address, if available.
* * * * *

[[Page 51672]]

Sec.  239.31  [Amended]

0
73. Amend Form F-1 (referenced in Sec.  239.31) by:
0
a. Revising General Instruction II.C;
0
b. Revising the heading of Item 3;
0
c. Revising Item 4.b;
0
d. Removing and reserving Item 4.c;
0
e. Revising Item 4.d;
0
f. Adding Item 4.e.;
0
g. Removing Instruction 2 to Item 4;
0
h. Revising Item 4A.(b)1.iii.;
0
i. Revising the Instruction to Item 4A; and
0
j. Revising Item 5.(b)2.ii.
    The revisions read as follows:

    Note: The text of Form F-1 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

II. Application of General Rules and Regulations

* * * * *
    C. A registrant must file the Form F-1 registration statement in 
electronic format via the Commission's Electronic Data Gathering and 
Retrieval System (EDGAR) in accordance with the EDGAR rules set forth 
in Regulation S-T (17 CFR part 232), except that a registrant that has 
obtained a hardship exception under Regulation S-T Rule 201 or 202 (17 
CFR 232.201 or 232.202) may file the registration statement in paper. 
For assistance with EDGAR questions, call the Filer Support Office at 
(202) 551-8900.
* * * * *

PART I--INFORMATION REQUIRED IN PROSPECTUS

* * * * *

Item 3. Summary Information and Risk Factors.

* * * * *

Item 4. Information with Respect to the Registrant and the Offering.

* * * * *
    b. Information required by Item 18 of Form 20-F (Schedules required 
under Regulation S-X shall be filed as ``Financial Statement Schedules 
Pursuant to Item 8, Exhibit and Financial Statement Schedules, of this 
Form), as well as any information required by Rule 3-05 and Article 11 
of Regulation S-X (Sec.  210 of this chapter).
    c. [Reserved]
    d. Information required by Item 16F of Form 20-F.
    e. State that the SEC maintains an Internet site that contains 
reports, proxy and information statements, and other information 
regarding issuers that file electronically with the SEC and state the 
address of that site (http://www.sec.gov). Disclose your Internet 
address, if available.

Item 4A. Material Changes.

* * * * *
    (b)
    1. * * *
    iii. Restated financial statements where a combination of entities 
under common control has been consummated subsequent to the most recent 
fiscal year and the transferred businesses, considered in the 
aggregate, are significant under Rule 11-01(b) (Sec.  210.11-01(b) of 
this chapter); or
* * * * *
    Instruction. Financial statements or information required to be 
furnished by this Item shall be reconciled pursuant to Item 18 of Form 
20-F.
* * * * *

Item 5. Incorporation of Certain Information by Reference.

* * * * *
    (b) * * *
    2. * * *
    ii. State that the SEC maintains an Internet site that contains 
reports, proxy and information statements, and other information 
regarding issuers that file electronically with the SEC and state the 
address of that site (http://www.sec.gov).
* * * * *


Sec.  239.33  [Amended]

0
74. Amend Form F-3 (referenced in Sec.  239.33) by:
0
a. Revising General Instructions I.B.2, I.B.3, I.B.4 and II.D;
0
b. Revising the heading of Item 3;
0
c. Revising Item 5 Instructions 1 and 2; and
0
d. Revising Item 6.(e)(2).
    The revisions read as follows:

    Note: The text of Form F-3 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *
GENERAL INSTRUCTIONS
I. Eligibility Requirements for Use of Form F-3
* * * * *
B. Transaction Requirements
* * * * *
    2. Primary Offerings of Non-Convertible Securities Other than 
Common Equity. Non-convertible securities, other than common equity, to 
be offered for cash by or on behalf of a registrant, provided the 
registrant (i) has issued (as of a date within 60 days prior to the 
filing of the registration statement) at least $1 billion in non-
convertible securities, other than common equity, in primary offerings 
for cash, not exchange, registered under the Securities Act, over the 
prior three years; or (ii) has outstanding (as of a date within 60 days 
prior to the filing of the registration statement) at least $750 
million of non-convertible securities, other than common equity, issued 
in primary offerings for cash, not exchange, registered under the 
Securities Act; or (iii) is a wholly-owned subsidiary of a well-known 
seasoned issuer (as defined in 17 CFR 230.405); or (iv) is a majority-
owned operating partnership of a real estate investment trust that 
qualifies as a well-known seasoned issuer (as defined in 17 CFR 
230.405).
    3. Transactions Involving Secondary Offerings. Outstanding 
securities to be offered for the account of any person other than the 
issuer, including securities acquired by standby underwriters in 
connection with the call or redemption by the issuer of warrants or a 
class of convertible securities. The financial statements included in 
this registration statement must comply with Item 18 of Form 20-F. In 
addition, Form F-3 may be used by affiliates to register securities for 
resale pursuant to the conditions specified in General Instruction C to 
Form S-8 (Sec.  239.16b of this chapter). In the case of such 
securities, the financial statements included in this registration 
statement must comply with Item 18 of Form 20-F (Sec.  249.220f of this 
chapter).
    4. Rights Offerings, Dividend or Interest Reinvestment Plans, and 
Conversions or Warrants. Securities to be offered: (a) Upon the 
exercise of outstanding rights granted by the issuer of the securities 
to be offered, if such rights are granted pro rata to all existing 
security holders of the class of securities to which the rights attach; 
or (b) pursuant to a dividend or interest reinvestment plan; or (c) 
upon the conversion of outstanding convertible securities or upon the 
exercise of outstanding transferable warrants issued by the issuer of 
the securities to be offered, or by an affiliate of such issuer. The 
financial statements included in this registration statement must 
comply with Item 18 of Form 20-F. The registration of securities to be 
offered or sold in a standby underwriting in the

[[Page 51673]]

United States or similar arrangement is not permitted pursuant to this 
paragraph. See paragraphs B.1., B.2., and B.3. of this Instruction.
* * * * *
II. Application of General Rules and Regulations
* * * * *
    D. A registrant must file the Form F-3 registration statement in 
electronic format via the Commission's Electronic Data Gathering and 
Retrieval System (EDGAR) in accordance with the EDGAR rules set forth 
in Regulation S-T (17 CFR part 232), except that a registrant that has 
obtained a hardship exception under Regulation S-T Rule 201 or 202 (17 
CFR 232.201 or 232.202) may file the registration statement in paper. 
For assistance with EDGAR questions, call the Filer Support Office at 
(202) 551-8900.
* * * * *
PART I--INFORMATION REQUIRED IN PROSPECTUS
* * * * *
Item 3. Summary Information and Risk Factors.
* * * * *
Item 5. Material Changes.
* * * * *
    Instructions
    1. Financial statements or information required to be furnished by 
this Item shall be reconciled pursuant to Item 18 of Form 20-F.
    2. Material changes to be disclosed pursuant to Item 5(a) include 
changes in and disagreements with registrant's certifying accountant. 
Disclosure pursuant to Item 16F of Form 20-F should be provided as of 
the date of the registration statement or prospectus.
* * * * *
    Item 6. Incorporation of Certain Information by Reference.
* * * * *
    (e) * * *
    (2) state that the SEC maintains an Internet site that contains 
reports, proxy and information statements, and other information 
regarding issuers that file electronically with the SEC and state the 
address of that site (http://www.sec.gov). Disclose your Internet 
address, if available.
* * * * *


Sec.  239.34  [Amended]

0
75. Amend Form F-4 (referenced in Sec.  239.34) by:
0
a. Revising General Instruction D.4;
0
b. Revising the heading of Item 3;
0
c. Revising Instruction 1 of the instructions to paragraphs (e) and (f) 
of Item 3;
0
d. Revising Item 10.(c)(3);
0
e. Revising paragraph 1 of the Instructions between Items 11(a) and 
(b);
0
f. Revising Item 11.(c)(2);
0
g. Revising the introductory text of Items 12 and 12.(b)(2)
0
h. Revising Items 12.(b)(2)(iv) and 12.(b)(3)(vii) and (ix);
0
i. Revising paragraph 1 of the Instructions between Items 13.(b) and 
(c);
0
j. Revising Item 13.(c)(2); and
0
k. Revising Items 14.(h) and 14.(j).
    The revisions read as follows:

    Note: The text of Form F-4 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM F-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

D. Application of General Rules and Regulations.

* * * * *
    4. A registrant must file the Form F-4 registration statement in 
electronic format via the Commission's Electronic Data Gathering and 
Retrieval System (EDGAR) in accordance with the EDGAR rules set forth 
in Regulation S-T (17 CFR part 232), except that a registrant that has 
obtained a hardship exception under Regulation S-T Rule 201 or 202 (17 
CFR 232.201 or 232.202) may file the registration statement in paper. 
For assistance with EDGAR questions, call the Filer Support Office at 
(202) 551-8900.
* * * * *
PART I
    INFORMATION REQUIRED IN THE PROSPECTUS
* * * * *

Item 3. Risk Factors and Other Information

* * * * *
    Instructions to paragraphs (e) and (f).
    1. For a business combination accounted for as a purchase, the 
financial information required by paragraphs (e) and (f) shall be 
presented only for the most recent fiscal year and interim period. For 
a combination of entities under common control, the financial 
information required by paragraphs (e) and (f) (except for information 
with regard to book value) shall be presented for the most recent three 
fiscal years and interim period. For a combination of entities under 
common control, information with regard to book value shall be 
presented as of the end of the most recent fiscal year and interim 
period. Equivalent pro forma per share amounts shall be calculated by 
multiplying the pro forma income (loss) per share before non-recurring 
charges or credits directly attributable to the transaction, pro forma 
book value per share, and the pro forma dividends per share of the 
registrant by the exchange ratio so that the per share amounts are 
equated to the respective values for one share of the company being 
acquired.
* * * * *

Item 10. Information With Respect to F-3 Companies

* * * * *
    (c) * * *
    (3) Restated financial statements prepared in accordance with or, 
if prepared using a basis of accounting other than IFRS as issued by 
the IASB, reconciled to U.S. GAAP and Regulation S-X where one or more 
business combinations accounted for as combinations of entities under 
common control have been consummated subsequent to the most recent 
fiscal year and the transferred businesses, considered in the 
aggregate, are significant pursuant to Rule 11-01(b) of Regulation S-X 
(Sec.  210.11-01(b) of this chapter); or
* * * * *

Item 11. Incorporation of Certain Information by Reference

* * * * *
    (a) * * *

Instructions

    1. All annual reports or registration statements incorporated by 
reference pursuant to Item 11 of this Form shall contain financial 
statements that comply with Item 18 of Form 20-F.
    (b) * * *
    (c) * * *
    (2) state that the SEC maintains an Internet site that contains 
reports, proxy and information statements, and other information 
regarding issuers that file electronically with the SEC and state the 
address of that site (http://www.sec.gov). Disclose your Internet 
address, if available.
* * * * *

Item 12. Information with Respect to F-3 Registrants

    If the registrant meets the requirements for use of Form F-3 or

[[Page 51674]]

Form S-3 and elects to comply with this Item, furnish the information 
required by either paragraph (a) or (b) of this Item. However, the 
registrant shall not provide prospectus information in the manner 
allowed by paragraph (a) of this Item if the financial statements 
incorporated by reference pursuant to Item 13 reflect: (1) Restated 
financial statements prepared in accordance with or reconciled to U.S. 
GAAP and Regulation S-X if there has been a change in accounting 
principles or a correction of an error where such a change or 
correction requires a material retroactive statement of financial 
statements; (2) restated financial statements prepared in accordance 
with or reconciled to U.S. GAAP and Regulation S-X where a combination 
of entities under common control has been consummated subsequent to the 
most recent fiscal year and the transferred businesses, considered in 
the aggregate, are significant pursuant to Rule 11-01(b) of Regulation 
S-X; or (3) any financial information required because of a material 
disposition of assets outside of the normal course of business.
* * * * *
    (b) * * *
    (2) Include financial statements and information as required by 
Item 18 of Form 20-F. In addition, provide: * * *
    (iv) Restated financial statements prepared in accordance with or, 
if prepared using a basis of accounting other than IFRS as issued by 
the IASB, reconciled to U.S. GAAP and Regulation S-X where a 
combination of entities under common control has been consummated 
subsequent to the most recent fiscal year and the transferred 
businesses, considered in the aggregate, are significant pursuant to 
Rule 11-01(b) of Regulation S-X; and
* * * * *
    (3) * * *
    (vii) Financial statements required by Item 18 of Form 20-F, and 
financial information required by Rule 3-05 and Article 11 of 
Regulation S-X with respect to transactions other than that pursuant to 
which the securities being registered are to be issued;
* * * * *
    (ix) Item 16F of Form 20-F, change in registrant's certifying 
accountant.

Item 13. Incorporation of Certain Information by Reference

* * * * *
    (b) * * *

Instructions

    1. All annual reports incorporated by reference pursuant to Item 13 
of this Form shall contain financial statements that comply with Item 
18 of Form 20-F.
* * * * *
    (c) * * *
    (2) state that the SEC maintains an Internet site that contains 
reports, proxy and information statements, and other information 
regarding issuers that file electronically with the SEC and state the 
address of that site (http://www.sec.gov). Disclose your Internet 
address, if available.

Item 14. Information With Respect to Registrants Other Than F-3 
Registrants

* * * * *
    (h) Financial statements required by Item 18 of Form 20-F. In 
addition, financial information required by Rule 3-05 and Article 11 of 
Regulation S-X with respect to transactions other than that pursuant to 
which the securities being registered are to be issued. (Schedules 
required by Regulation S-X shall be filed as ``Financial Statement 
Schedules'' pursuant to Item 21 of this Form.);
* * * * *
    (j) Item 16F of Form 20-F, change in registrant's certifying 
accountant.
* * * * *


Sec.  239.36  [Amended]

0
76. Amend Form F-6 (referenced in Sec.  239.36) by revising the first 
paragraph of General Instruction III.C to read as follows:

    Note: The text of Form F-6 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR DEPOSITARY 
SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

* * * * *

GENERAL INSTRUCTIONS

* * * * *

III. Application of General Rules and Regulations

* * * * *
    C. You must file the Form F-6 registration statement in electronic 
format via the Commission's Electronic Data Gathering, Analysis, and 
Retrieval (EDGAR) system in accordance with the EDGAR rules set forth 
in Regulation S-T (17 CFR part 232). For assistance with EDGAR 
questions, call the Filer Support Office at (202) 551-8900.
* * * * *


Sec.  239.37  [Amended]

0
77. Amend Form F-7 (referenced in Sec.  239.37) by revising the first 
paragraph of General Instruction II.C to read as follows:

    Note: The text of Form F-7 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM F-7

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

II. Application of General Rules and Regulations

* * * * *
    C. A registrant must file the registration statement in electronic 
format via the Commission's Electronic Data Gathering, Analysis, and 
Retrieval (EDGAR) system in accordance with the EDGAR rules set forth 
in Regulation S-T (17 CFR part 232). For assistance with EDGAR 
questions, call the Filer Support Office at (202) 551-8900.
* * * * *


Sec.  239.38  [Amended]

0
78. Amend Form F-8 (referenced in Sec.  239.38) by revising the first 
paragraph of General Instruction IV.C to read as follows:

    Note: The text of Form F-8 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM F-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

IV. Application of General Rules and Regulations

* * * * *
    C. A registrant must file the registration statement in electronic 
format via the Commission's Electronic Data Gathering, Analysis, and 
Retrieval (EDGAR) system in accordance with the EDGAR rules set forth 
in Regulation S-T (17 CFR part 232). For assistance with EDGAR 
questions, call the Filer Support Office at (202) 551-8900.
* * * * *


Sec.  239.40  [Amended]

0
79. Amend Form F-10 (referenced in Sec.  239.40) by revising the first 
paragraph of General Instruction II.D to read as follows:


[[Page 51675]]


    Note: The text of Form F-10 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM F-10

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

II. Application of General Rules and Regulations

* * * * *
    D. A registrant must file the registration statement in electronic 
format via the Commission's Electronic Data Gathering, Analysis, and 
Retrieval (EDGAR) system in accordance with the EDGAR rules set forth 
in Regulation S-T (17 CFR part 232). For assistance with EDGAR 
questions, call the Filer Support Office at (202) 551-8900.
* * * * *


Sec.  239.41  [Amended]

0
80. Amend Form F-80 (referenced in Sec.  239.41) by revising the first 
paragraph of General Instruction IV.C to read as follows:

    Note: The text of Form F-80 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM F-80

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

IV. Application of General Rules and Regulations

* * * * *
    C. A registrant must file the registration statement in electronic 
format via the Commission's Electronic Data Gathering, Analysis, and 
Retrieval (EDGAR) system in accordance with the EDGAR rules set forth 
in Regulation S-T (17 CFR part 232). For assistance with EDGAR 
questions, call the Filer Support Office at (202) 551-8900.
* * * * *


Sec.  239.44  [Amended]

0
81. Amend Form SF-1 (referenced in Sec.  239.44) by revising Item 
10.(b)(2)(ii) to read as follows:

    Note: The text of Form SF-1 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM SF-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I

INFORMATION REQUIRED IN PROSPECTUS

* * * * *

Item 10. Incorporation of Certain Information by Reference.

* * * * *
    (b)(2) * * *
    (ii) State that the SEC maintains an Internet site that contains 
reports, proxy and information statements, and other information 
regarding issuers that file electronically with the SEC and state the 
address of that site (http://www.sec.gov). Disclose your Internet 
address (or address of the specified transaction party where such 
information is posted), if available.
* * * * *


Sec.  239.45  [Amended]

0
82. Amend Form SF-3 (referenced in Sec.  239.45) by revising Item 
10.(e)(2)(ii) to read as follows:

    Note: The text of Form SF-3 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM SF-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I

INFORMATION REQUIRED IN PROSPECTUS

* * * * *

Item 10. Incorporation of Certain Information by Reference.

* * * * *
    (e)(1) * * *
    (2) * * *
    (ii) State that the SEC maintains an Internet site that contains 
reports, proxy and information statements, and other information 
regarding issuers that file electronically with the SEC and state the 
address of that site (http://www.sec.gov). Disclose your Internet 
address (or address of the specified transaction party where such 
information is posted), if available.
* * * * *


Sec.  239.90  [Amended]

0
83. Amend Form 1-A (referenced in Sec.  239.90) by:
0
a. Revising the section entitled ``Financial Statements'' in Item 1 of 
Part I;
0
b. Removing and reserving Items 7.(a)(1)(iii) and 7.(b) of Part II;
0
c. Revising paragraph (3) of the Instruction to Item 9.(a) of Part II; 
and
0
d. Revising paragraphs (b)(4) and (5) and paragraph (c)(1)(i) of Part 
F/S of Part II.
    The revisions read as follows:

    Note: The text of Form 1-A does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM 1-A

REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I--NOTIFICATION

* * * * *

ITEM 1. Issuer Information

* * * * *

Financial Statements

BILLING CODE 8011-11-P

[[Page 51676]]

[GRAPHIC] [TIFF OMITTED] TP04AU16.001


[[Page 51677]]


[GRAPHIC] [TIFF OMITTED] TP04AU16.002

BILLING CODE 8011-11-C

PART II--INFORMATION REQUIRED IN OFFERING CIRCULAR

* * * * *

Item 7. Description of Business

    (a) * * *
    (1) * * *
    (iii) [Reserved]
* * * * *
    (b) [Reserved]
* * * * *

[[Page 51678]]

Item 9. Management's Discussion and Analysis of Financial Condition and 
Results of Operations

* * * * *
    (a) * * *
Instruction to Item 9(a)
    * * *
    (3) When interim period financial statements are included, discuss 
any material changes in financial condition from the end of the 
preceding fiscal year to the date of the most recent interim balance 
sheet provided. Discuss any material changes in the issuer's results of 
operations with respect to the most recent fiscal year-to-date period 
for which a statement of comprehensive income (or statement of net 
income if comprehensive income is presented in two separate but 
consecutive financial statements or if no other comprehensive income) 
is provided and the corresponding year-to-date period of the preceding 
fiscal year.
* * * * *

Part F/S

* * * * *
    (b) Financial Statements for Tier 1 Offerings
* * * * *
    (4) Statements of comprehensive income, cash flows, and changes in 
stockholders' equity. File consolidated statements of comprehensive 
income (either in a single continuous financial statement or in two 
separate but consecutive financial statements; or a statement of net 
income if there was no other comprehensive income), cash flows, and 
changes in stockholders' equity for each of the two fiscal years 
preceding the date of the most recent balance sheet being filed or such 
shorter period as the issuer has been in existence.
    (5) Interim financial statements.
    (i) If a consolidated interim balance sheet is required by (b)(3) 
of Part F/S, consolidated interim statements of comprehensive income 
(either in a single continuous financial statement or in two separate 
but consecutive financial statements; or a statement of net income if 
there was no other comprehensive income) and cash flows shall be 
provided and must cover at least the first six months of the issuer's 
fiscal year and the corresponding period of the preceding fiscal year. 
An analysis of the changes in each caption of stockholders' equity 
presented in the balance sheets must be provided in a note or separate 
statement. This analysis shall be presented in the form of a 
reconciliation of the beginning balance to the ending balance for each 
period for which a statement of comprehensive income is required to be 
filed with all significant reconciling items described by appropriate 
captions with contributions from and distributions to owners shown 
separately. Dividends per share for each class of shares shall also be 
provided.
    (ii) Interim financial statements of issuers that report under U.S. 
GAAP may be condensed as described in Rule 8-03(a) of Regulation S-X.
    (iii) The interim statements of comprehensive income for all 
issuers must be accompanied by a statement that in the opinion of 
management all adjustments necessary in order to make the interim 
financial statements not misleading have been included.
* * * * *
    (c) Financial Statement Requirements for Tier 2 Offerings
    (1) * * *
    (i) Issuers that report under U.S. GAAP and, when applicable, other 
entities for which financial statements are required, must comply with 
Article 8 of Regulation S-X, as if they were conducting a registered 
offering on Form S-1, except the age of financial statements may follow 
paragraphs (b)(3)-(4) of this Part F/S.
* * * * *


Sec.  239.91  [Amended]

0
84. Amend Form 1-K (referenced in Sec.  239.91) by revising Item 7.(e) 
of Part II to read as follows:

    Note: The text of Form 1-K does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM 1-K

* * * * *

PART II

INFORMATION TO BE INCLUDED IN REPORT

* * * * *

Item 7. Financial Statements

* * * * *
    (e) Statements of comprehensive income, cash flows, and changes in 
stockholders' equity. File audited consolidated statements of 
comprehensive income (either in a single continuous financial statement 
or in two separate but consecutive financial statements; or a statement 
of net income if there was no other comprehensive income), cash flows, 
and changes in stockholders' equity for each of the two fiscal years 
preceding the date of the most recent balance sheet being filed or such 
shorter period as the issuer has been in existence.
* * * * *


Sec.  239.92  [Amended]

0
85. Amend Form 1-SA (referenced in Sec.  239.92) by:
0
a. Revising the third paragraph of the undesignated introductory text 
of Item 3;
0
b. Revising Item 3.(b);
0
c. Redesignating current Items 3.(d) and (e) as 3.(e) and (f), 
respectively;
0
d. Adding new Item 3.(d); and
0
e. Revising newly redesignated Item 3.(e).
    The revisions and addition read as follows:

    Note: The text of Form 1-SA does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM 1-SA

[ ] SEMIANNUAL REPORT PURSUANT TO REGULATION A

or

[ ] SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A

* * * * *

INFORMATION TO BE INCLUDED IN REPORT

* * * * *

Item 3. Financial Statements

* * * * *
    The financial statements included pursuant to this item may be 
condensed, unaudited, and are not required to be reviewed. For 
additional guidance on presentation of the financial statements, 
issuers that report under U.S. GAAP should refer to Rule 8-03(a) of 
Regulation S-X. The financial statements for all issuers must include 
the following:
* * * * *
    (b) Interim consolidated statements of comprehensive income (either 
in a single continuous financial statement or in two separate but 
consecutive financial statements; or a statement of net income if there 
was no other comprehensive income) must be provided for the six month 
interim period covered by this report and for the corresponding period 
of the preceding fiscal year. Statements of comprehensive income must 
be accompanied by a statement that in the opinion of management all 
adjustments necessary in order to make the interim financial statements 
not misleading have been included.
    (c) * * *
    (d) An analysis of the changes in each caption of stockholders' 
equity presented in the balance sheets must be provided in a note or 
separate statement. This analysis shall be presented in the form of a 
reconciliation

[[Page 51679]]

of the beginning balance to the ending balance for each period for 
which a statement of comprehensive income is required to be filed with 
all significant reconciling items described by appropriate captions 
with contributions from and distributions to owners shown separately. 
Dividends per share for each class of shares shall also be presented.
    (e) Footnote and other disclosures should be provided as needed for 
fair presentation and to ensure that the financial statements are not 
misleading. Issuers that report under U.S. GAAP should refer to Rule 8-
03(b) of Regulation S-X for examples of disclosures that may be needed.
    (f) Financial Statements of Guarantors and Issuers of Guaranteed 
Securities. * * *
* * * * *

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934

0
86. The authority citation for part 240 continues to read in part as 
follows:

    Authority:  15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f, 
78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4, 
78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78dd, 78ll, 78mm, 
80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et seq., 
and 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350; 
and Pub. L. 111-203, 939A, 124 Stat. 1376 (2010), unless otherwise 
noted.

* * * * *
0
87. Amend Sec.  240.3a51-1 by revising paragraph (a)(2)(i)(A)(3) to 
read as follows:


Sec.  240.3a51-1   Definition of ``penny stock''.

* * * * *
    (a) * * *
    (2) * * *
    (i) * * *
    (A) * * *
    (3) Net income of $750,000 (excluding non-recurring items) in the 
most recently completed fiscal year or in two of the last three most 
recently completed fiscal years;
* * * * *
0
88. Amend Sec.  240.10A-1 by revising paragraph (b)(3) to read as 
follows:


Sec.  240.10A-1   Notice to the Commission Pursuant to Section 10A of 
the Act.

* * * * *
    (b) * * *
    (3) Submission of the report (or documentation) by the independent 
accountant as described in paragraphs (b)(1) and (2) of this section 
shall not replace, or otherwise satisfy the need for, the newly engaged 
and former accountants' letters under Items 304(a)(2)(D) and 304(a)(3) 
of Regulation S-K, Sec. Sec.  229.304(a)(2)(D) and 229.304(a)(3) of 
this chapter, respectively, and shall not limit, reduce, or affect in 
any way the independent accountant's obligations to comply fully with 
all other legal and professional responsibilities, including, without 
limitation, those under the standards of the Public Company Accounting 
Oversight Board and the rules or interpretations of the Commission that 
modify or supplement those auditing standards.
* * * * *
0
89. Amend Sec.  240.12b-2 by:
0
a. Revising the introductory text of paragraph (3) of the definition of 
Significant subsidiary; and
0
b. Redesignating the Computational note following paragraph (3) as 
Computational note to paragraph (3).
    The revision reads as follows:


Sec.  240.12b-2   Definitions.

* * * * *
    Significant subsidiary. * * *
    (3) The registrant's and its other subsidiaries' equity in the 
income from continuing operations before income taxes exclusive of 
amounts attributable to any non-controlling interests exceeds 10 
percent of such income of the registrant and its subsidiaries 
consolidated for the most recently completed fiscal year.
* * * * *
0
90. Amend Sec.  240.13a-10 by revising paragraphs (b) and (g)(3) to 
read as follows:


Sec.  240.13a-10   Transition reports.

* * * * *
    (b) The report pursuant to this section shall be filed for the 
transition period not more than the number of days specified in 
paragraph (j) of this section after either the close of the transition 
period or the date of the determination to change the fiscal closing 
date, whichever is later. The report shall be filed on the form 
appropriate for annual reports of the issuer, shall cover the period 
from the close of the last fiscal year end and shall indicate clearly 
the period covered. The financial statements for the transition period 
filed therewith shall be audited. Financial statements, which may be 
unaudited, shall be filed for the comparable period of the prior year, 
or a footnote, which may be unaudited, shall state for the comparable 
period of the prior year, revenues, gross profits, income taxes, income 
or loss from continuing operations and net income or loss. The effects 
of any discontinued operations as classified under the provisions of 
generally accepted accounting principles also shall be shown, if 
applicable. Per share data based upon such income or loss and net 
income or loss shall be presented in conformity with applicable 
accounting standards. Where called for by the time span to be covered, 
the comparable period financial statements or footnote shall be 
included in subsequent filings.
* * * * *
    (g) * * *
    (3) The report for the transition period shall be filed on Form 20-
F (Sec.  249.220f of this chapter) responding to all items to which 
such issuer is required to respond when Form 20-F is used as an annual 
report. The financial statements for the transition period filed 
therewith shall be audited. The report shall be filed within four 
months after either the close of the transition period or the date on 
which the issuer made the determination to change the fiscal closing 
date, whichever is later.
* * * * *
0
91. Amend Sec.  240.13b2-2 by revising paragraphs (b)(2)(i) and (ii) to 
read as follows:


Sec.  240.13b2-2   Representations and conduct in connection with the 
preparation of required reports and documents.

* * * * *
    (b) * * *
    (2) * * *
    (i) To issue or reissue a report on an issuer's financial 
statements that is not warranted in the circumstances (due to material 
violations of generally accepted accounting principles, the standards 
of the Public Company Accounting Oversight Board, or other professional 
or regulatory standards);
    (ii) Not to perform audit, review or other procedures required by 
the standards of the Public Company Accounting Oversight Board or other 
professional standards;
* * * * *


Sec.  240.14a-101  [Amended]

0
92. Amend Sec.  240.14a-101 by:
0
a. Removing paragraph (c) from Item 10. Compensation Plans and the 
Instructions to paragraph (c) of Item 10. Compensation Plans; and
0
b. Removing the undesignated center heading ``Instructions'' following 
paragraph (b)(2)(ii)(G) and adding in its place ``Instructions to Item 
10''.
0
93. Amend Sec.  240.15c3-1g by revising paragraphs (b)(1)(i)(A), 
(b)(1)(ii)(A), (b)(1)(ii)(E) and (b)(2)(i)(A) and (D) to read as 
follows:


Sec.  240.15c3-1g   Conditions for ultimate holding companies of 
certain brokers or dealers (Appendix G to 17 CFR 240.15c3-1).

* * * * *

[[Page 51680]]

    (b) * * *
    (1) * * *
    (i) * * *
    (A) A consolidated balance sheet and income statement (including 
notes to the financial statements) for the ultimate holding company and 
statements of allowable capital and allowances for market, credit, and 
operational risk computed pursuant to paragraph (a) of this section, 
except that the consolidated balance sheet and income statement for the 
first month of the fiscal year may be filed at a later time to which 
the Commission agrees (when reviewing the affiliated broker's or 
dealer's application under Sec.  240.15c3-1e(a)). A statement of 
comprehensive income (as defined in Sec.  210.1-02 of Regulation S-X of 
this chapter) shall be included in place of an income statement, if 
required by the applicable generally accepted accounting principles.
* * * * *
    (ii) * * *
    (A) Consolidating balance sheets and income statements for the 
ultimate holding company. The consolidating balance sheet must provide 
information regarding each material affiliate of the ultimate holding 
company in a separate column, but may aggregate information regarding 
members of the affiliate group that are not material affiliates into 
one column. Statements of comprehensive income (as defined in Sec.  
210.1-02 of Regulation S-X of this chapter) shall be included in place 
of an income statement, if required by the applicable generally 
accepted accounting principles;
* * * * *
    (E) For a quarter-end that coincides with the ultimate holding 
company's fiscal year-end, the ultimate holding company need not 
include consolidated and consolidating balance sheets and income 
statements (or statements of comprehensive income, as applicable) in 
its quarterly reports. The consolidating balance sheet and income 
statement (or statement of comprehensive income, as applicable) for the 
quarter-end that coincides with the fiscal year-end may be filed at a 
later time to which the Commission agrees (when reviewing the 
affiliated broker's or dealer's application under Sec.  240.15c3-
1e(a));
* * * * *
    (2) * * *
    (i) * * *
    (A) Consolidated (including notes to the financial statements) and 
consolidating balance sheets and income statements for the ultimate 
holding company. Statements of comprehensive income (as defined in 
Sec.  210.1-02 of Regulation S-X of this chapter) shall be included in 
place of income statements, if required by the applicable generally 
accepted accounting principles;
* * * * *
    (D) For a quarter-end that coincides with the ultimate holding 
company's fiscal year-end, the ultimate holding company need not 
include consolidated and consolidating balance sheets and income 
statements (or statements of comprehensive income, as applicable) in 
its quarterly reports. The consolidating balance sheet and income 
statement (or statement of comprehensive income, as applicable) for the 
quarter-end that coincides with the fiscal year-end may be filed at a 
later time to which the Commission agrees (when reviewing the 
affiliated broker's or dealer's application under Sec.  240.15c3-
1e(a)).
* * * * *
0
94. Amend Sec.  240.15d-2 by revising paragraph (a) to read as follows:


Sec.  240.15d-2   Special financial report.

    (a) If the registration statement under the Securities Act of 1933 
did not contain certified financial statements for the registrant's 
last full fiscal year (or for the life of the registrant if less than a 
full fiscal year) preceding the fiscal year in which the registration 
statement became effective, the registrant shall, within 90 days after 
the effective date of the registration statement, file a special report 
furnishing certified financial statements for such last full fiscal 
year or other period, as the case may be, meeting the requirements of 
the form appropriate for annual reports of the registrant. If the 
registrant is a foreign private issuer as defined in Sec.  230.405 of 
this chapter, then the special financial report shall be filed on the 
appropriate form for annual reports of the registrant and shall be 
filed by the later of 90 days after the date on which the registration 
statement became effective, or four months following the end of the 
registrant's latest full fiscal year.
* * * * *
0
95. Amend Sec.  240.15d-10 by revising paragraphs (b) and (g)(3) to 
read as follows:


Sec.  240.15d-10   Transition reports.

* * * * *
    (b) The report pursuant to this section shall be filed for the 
transition period not more than the number of days specified in 
paragraph (j) of this section after either the close of the transition 
period or the date of the determination to change the fiscal closing 
date, whichever is later. The report shall be filed on the form 
appropriate for annual reports of the issuer, shall cover the period 
from the close of the last fiscal year end and shall indicate clearly 
the period covered. The financial statements for the transition period 
filed therewith shall be audited. Financial statements, which may be 
unaudited, shall be filed for the comparable period of the prior year, 
or a footnote, which may be unaudited, shall state for the comparable 
period of the prior year, revenues, gross profits, income taxes, income 
or loss from continuing operations and net income or loss. The effects 
of any discontinued operations as classified under the provisions of 
generally accepted accounting principles also shall be shown, if 
applicable. Per share data based upon such income or loss and net 
income or loss shall be presented in conformity with applicable 
accounting standards. Where called for by the time span to be covered, 
the comparable period financial statements or footnote shall be 
included in subsequent filings.
* * * * *
    (g) * * *
    (3) The report for the transition period shall be filed on Form 20-
F (Sec.  249.220f of this chapter) responding to all items to which 
such issuer is required to respond when Form 20-F is used as an annual 
report. The financial statements for the transition period filed 
therewith shall be audited. The report shall be filed within four 
months after either the close of the transition period or the date on 
which the issuer made the determination to change the fiscal closing 
date, whichever is later.
* * * * *
0
96. Amend Sec.  240.17a-5 by adding a Note to paragraph (d)(2)(i) to 
read as follows:


Sec.  240.17a-5   Reports to be made by certain brokers and dealers.

* * * * *
    (d) * * *
    (2) * * *
    (i) * * *

    Note to paragraph (d)(2)(i): If there is other comprehensive 
income in the period(s) presented, the financial report must contain 
a Statement of Comprehensive Income (as defined in Sec.  210.1-02 of 
Regulation S-X of this chapter) in place of a Statement of Income.

* * * * *
0
97. Amend Sec.  240.17a-12 by adding a Note to paragraph (b)(2) to read 
as follows:


Sec.  240.17a-12   Reports to be made by certain OTC derivatives 
dealers.

* * * * *

[[Page 51681]]

    (b) Annual filing of audited financial statements. * * *
    (2) * * *

    Note to paragraph (b)(2): If there is other comprehensive income 
in the period(s) presented, the financial report must contain a 
Statement of Comprehensive Income (as defined in Sec.  210.1-02 of 
Regulation S-X of this chapter) in place of a Statement of Income.

* * * * *
0
98. Amend Sec.  240.17g-3 by revising paragraph (a)(1)(i) to read as 
follows:


Sec.  240.17g-3   Annual financial and other reports to be filed or 
furnished by nationally recognized statistical rating organizations.

    (a) * * *
    (1) * * *
    (i) Include a balance sheet, an income statement (or a statement of 
comprehensive income, as defined in Sec.  210.1-02 of Regulation S-X of 
this chapter, if required by the applicable generally accepted 
accounting principles noted in paragraph (a)(1)(ii) of this section) 
and statement of cash flows, and a statement of changes in ownership 
equity;
* * * * *
0
99. Amend Sec.  240.17h-1T by adding a Note to Paragraph (a)(1)(v) to 
read as follows:


Sec.  240.17h-1T   Risk assessment recordkeeping requirements for 
associated persons of brokers and dealers.

    (a) * * *
    (1) * * *
    (v) * * *

    Note to paragraph (a)(1)(v): Statements of comprehensive income 
(as defined in Sec.  210.1-02 of Regulation S-X of this chapter) 
must be included in place of income statements, if required by the 
applicable generally accepted accounting principles.

* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
100. The authority citation for part 249 continues to read in part as 
follows:

    Authority:  15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C. 
5461 et seq.; 18 U.S.C. 1350; Sec. 953(b), Pub. L. 111-203, 124 
Stat. 1904; and Sec. 102(a)(3), Pub. L. 112-106, 126 Stat. 309, 
unless otherwise noted.

* * * * *


Sec.  249.220f  [Amended]

0
101. Amend Form 20-F (referenced in Sec.  249.220f) by:
0
a. Revising General Instructions A.(b), D.(a), E.(c), G.(c) and 
G.(f)(1);
0
b. Removing Item 3.A.3;
0
c. Revising Instruction 2. of the Instructions to Item 3.A;
0
d. Adding Item 4.A.8;
0
e. Revising Item 5.C;
0
f. Revising Item 8.A.1.(b) and Item 8.A.5;
0
g. Revising Instruction 2 of the Instructions to Items 8.A.2 and 8.A.4;
0
h. Revising Item 9.A.4;
0
i. Revising Item 10.F;
0
j. Removing and reserving Instruction 1 to General Instructions to 
Items 11(a), 11(b), 11(c), 11(d), and 11(e);
0
k. Revising Instruction 1 of the Instructions to Item 12;
0
l. Removing Instruction to Item 14.B;
0
m. Removing Item 15T;
0
n. Removing and reserving Instruction 1 to Instructions to Item 16F;
0
o. Revising Instruction to Item 16G;
0
p. Removing and reserving Instruction 3 to Item 17;
0
q. Removing Special Instruction for Certain European Issuers to Item 
17;
0
r. Revising Instruction 1 to Instruction to Item 18;
0
s. Removing Special Instruction for Certain European Issuers to Item 
18; and
0
t. Removing and reserving Instructions 6 and 7 of the Instructions as 
to Exhibits.
    The revisions read as follows:

    Note: The text of Form 20-F does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM 20-F

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE 
SECURITIES EXCHANGE ACT OF 1934

OR

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

* * * * *

GENERAL INSTRUCTIONS

A. Who May Use Form 20-F and When It Must be Filed.

* * * * *
    (b) A foreign private issuer must file its annual report on this 
Form within four months after the end of the fiscal year covered by the 
report.
* * * * *

D. How to File Registration Statements and Reports on this Form.

    (a) You must file the Form 20-F registration statement or annual 
report in electronic format via our Electronic Data Gathering and 
Retrieval System (EDGAR) in accordance with the EDGAR rules set forth 
in Regulation S-T (17 CFR part 232). The Form 20-F registration 
statement or annual report must be in the English language as required 
by Regulation S-T Rule 306 (17 CFR 232.306). You must provide the 
signatures required for the Form 20-F registration statement or annual 
report in accordance with Regulation S-T Rule 302 (17 CFR 232.302). If 
you have EDGAR questions, call the Filer Support Office at (202) 551-
8900.
* * * * *

E. Which Items to Respond to in Registration Statements and Annual 
Reports.

* * * * *
    (c) Financial Statements. (1) An Exchange Act registration 
statement or annual report filed on this Form must contain the 
financial statements and related information specified in Item 18 of 
this Form. Note that Items 17 and 18 may require you to file the 
financial statements of other entities in certain circumstances. These 
circumstances are described in Regulation S-X.
    (2) The issuer's financial statements must be audited in accordance 
with the standards of the Public Company Accounting Oversight Board 
(United States) (``PCAOB''), and the auditor must be qualified and 
independent in accordance with Article 2 of Regulation S-X. The 
financial statements of entities other than the issuer must be audited 
in accordance with applicable professional standards. If you have any 
questions about these requirements, contact the Office of Chief 
Accountant in the Division of Corporation Finance at (202) 551-3400.
* * * * *

G. First-Time Application of International Financial Reporting 
Standards.

* * * * *
    (c) Selected Financial Data. The selected historical financial data 
required pursuant to Item 3.A shall be based on financial statements 
prepared in accordance with IFRS and shall be presented for the two 
most recent financial years.
* * * * *
    (f) Financial Information.
    (1) General. With respect to the financial information of the 
issuer required by Item 8.A, all instructions contained in Item 8, 
including the instruction requiring audits in accordance with the 
standards of the PCAOB, shall apply.
* * * * *

PART I

* * * * *

Item 3. Key Information

* * * * *

[[Page 51682]]

Instructions to Item 3.A:

* * * * *
    2. You may present the selected financial data on the basis of the 
accounting principles used in your primary financial statements. If you 
use a basis of accounting other than IFRS as issued by the IASB, 
however, you also must include in this summary any reconciliations of 
the data to U.S. generally accepted accounting principles and 
Regulation S-X, pursuant to Item 17 or 18 of this Form. For financial 
statements prepared using a basis of accounting other than IFRS as 
issued by the IASB, you only have to provide selected financial data on 
a basis reconciled to U.S. generally accepted accounting principles for 
(i) those periods for which you were required to reconcile the primary 
annual financial statements in a filing under the Securities Act or the 
Exchange Act, and (ii) any interim periods. An issuer that adopted IFRS 
as issued by the IASB during the past three years is only required to 
provide selected financial data for the periods that it prepared 
financial statements in accordance with IFRS as issued by the IASB.
* * * * *

Item 4. Information on the Company

* * * * *
    A. * * *
    8. State that the SEC maintains an Internet site that contains 
reports, proxy and information statements, and other information 
regarding issuers that file electronically with the SEC and state the 
address of that site (http://www.sec.gov). Disclose your Internet 
address, if available.
* * * * *

Item 5. Operating and Financial Review and Prospects

* * * * *
    C. Research and development, patents and licenses, etc. Provide a 
description of the company's research and development policies for the 
last three years.
* * * * *

Item 8. Financial Information

* * * * *
    A. * * *
    1. * * *
    (b) statement of comprehensive income (either in a single 
continuous financial statement or in two separate but consecutive 
financial statements; or a statement of net income if there was no 
other comprehensive income);
* * * * *
    5. If the document is dated more than nine months after the end of 
the last audited financial year, it should contain consolidated interim 
financial statements, which may be unaudited (in which case that fact 
should be stated), covering at least the first six months of the 
financial year. The interim financial statements should include a 
balance sheet, statement of comprehensive income (either in a single 
continuous financial statement or in two separate but consecutive 
financial statements; or a statement of net income if there was no 
other comprehensive income), cash flow statement, and a statement 
showing either (i) changes in equity other than those arising from 
capital transactions with owners and distributions to owners, or (ii) 
all changes in equity (including a subtotal of all non-owner items 
recognized directly in equity). Each of these statements may be in 
condensed form as long as it contains the major line items from the 
latest audited financial statements and includes the major components 
of assets, liabilities and equity (in the case of the balance sheet); 
income and expenses (in the case of the statement of comprehensive 
income) and the major subtotals of cash flows (in the case of the cash 
flow statement). The interim financial statements should include 
comparative statements for the same period in the prior financial year, 
except that the requirement for comparative balance sheet information 
may be satisfied by presenting the year end balance sheet. If not 
included in the primary financial statements, a note should be provided 
analyzing the changes in each caption of shareholders' equity presented 
in the balance sheet. The interim financial statements should include 
selected note disclosures that will provide an explanation of events 
and changes that are significant to an understanding of the changes in 
financial position and performance of the enterprise since the last 
annual reporting date. If, at the date of the document, the company has 
published interim financial information that covers a more current 
period than those otherwise required by this standard, the more current 
interim financial information must be included in the document. 
Companies are encouraged, but not required, to have any interim 
financial statements in the document reviewed by an independent 
auditor. If such a review has been performed and is referred to in the 
document, a copy of the auditor's interim review report must be 
provided in the document.
* * * * *

Instructions to Item 8.A.2:

* * * * *
    2. The financial statements of the issuer must be audited in 
accordance with the standards of the PCAOB and the auditor must comply 
with the U.S. and Commission standards for auditor independence. Refer 
to Article 2 of Regulation S-X, which contains requirements for 
qualifications and reports of accountants.
* * * * *

Instructions to Item 8.A.4:

* * * * *
    2. The additional requirement that financial statements be no older 
than 12 months at the date of filing applies only in those limited 
cases where a nonpublic company is registering its initial public 
offering of securities. A company may comply with only the 15-month 
requirement in this item if the company is able to represent that it is 
not required to comply with the 12-month requirement in any other 
jurisdiction outside the United States and that complying with the 12-
month requirement is impracticable or involves undue hardship. File 
this representation as an exhibit to the registration statement.
* * * * *

Item 9. The Offer and Listing.

* * * * *
    A. * * *
    4. Identify the host and principal market(s) and trading symbol(s) 
for those markets for each class of the registrant's common equity. If 
significant trading suspensions occurred in the prior three years, they 
shall be disclosed. If the securities are not regularly traded in an 
organized market, information shall be given about any lack of 
liquidity.
* * * * *

Item 10. Additional Information.

* * * * *
    F. Dividends and paying agents. Disclose the date on which the 
entitlement to dividends arises, if known, and any procedures for 
nonresident holders to claim dividends. Identify the financial 
organizations which, at the time of admission of shares to official 
listing, are the paying agents of the company in the countries where 
admission has taken place or is expected to take place.
* * * * *

Item 11. Quantitative and Qualitative Disclosure About Market Risk.

* * * * *

[[Page 51683]]

General Instructions to Items 11(a), 11(b), 11(c), 11(d), and 11(e).

    1. [Reserved]
* * * * *

Item 12. Description of Securities Other Than Equity Securities.

* * * * *

Instructions to Item 12:

    1. Except for Item 12.D.3. and Item 12.D.4, you do not need to 
provide the information called for by this Item if you are using this 
form as an annual report.
* * * * *

Item 16F. Change in Registrant's Certifying Accountant.

* * * * *

Instructions to Item 16F:

    1. [Reserved]
* * * * *

Item 16G. Corporate Governance.

* * * * *

Instructions to Item 16G:

    Item 16G only applies to annual reports, and not to registration 
statements on Form 20-F. Registrants should provide a brief and general 
discussion, rather than a detailed, item-by-item analysis.
* * * * *

Item 17. Financial Statements.

* * * * *

Instructions:

* * * * *
    3. [Reserved]
* * * * *

Item 18. Financial Statements.

* * * * *
    Instructions to Item 18:
    1. All of the instructions to Item 17 also apply to this Item.
* * * * *

INSTRUCTIONS AS TO EXHIBITS

* * * * *
    6. [Reserved]
    7. [Reserved]
* * * * *


Sec.  249.240f  [Amended]

0
102. Amend Form 40-F (referenced in Sec.  249.240f) by revising the 
first paragraph of General Instruction D.(7) to read as follows:

    Note: The text of Form 40-F does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM 40-F

[square] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE 
SECURITIES EXCHANGE ACT OF 1934

OR

[square] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934

* * * * *

GENERAL INSTRUCTIONS

* * * * *

D. Application of General Rules and Regulations

* * * * *
    (7) A filer must file the Form 40-F registration statement or 
annual report in electronic format via the Commission's Electronic Data 
Gathering, Analysis, and Retrieval (EDGAR) system in accordance with 
the EDGAR rules set forth in Regulation S-T (17 CFR part 232). For 
assistance with EDGAR questions, call the Filer Support Office at (202) 
551-8900.
* * * * *


Sec.  249.310  [Amended]

0
103. Amend Form 10-K (referenced in Sec.  249.310) by:
0
a. Reserving paragraph J.(1)(e) of the General Instructions; and
0
b. Revising paragraph J.(1)(f) of the General Instructions and Item 12.
    The revisions read as follows:

    Note: The text of Form 10-K does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

GENERAL INSTRUCTIONS

* * * * *
    J. * * *
    (1) * * *
    (e) [Reserved]
    (f) Item 5, Market for Registrant's Common Equity, Related 
Stockholder Matters and Issuer Purchases of Equity Securities;
* * * * *

Item 12. Security Ownership of Certain Beneficial Owners and Management 
and Related Stockholder Matters.

    Furnish the information required by Item 403 of Regulation S-K 
(Sec.  229.403 of this chapter).
* * * * *


Sec.  249.311  [Amended]

0
104. Amend Form 11-K (referenced in Sec.  249.311) by revising 
paragraph 2 of Required Information to read as follows:

    Note: The text of Form 11-K does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR 
PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

* * * * *

REQUIRED INFORMATION

* * * * *
    2. An audited statement of comprehensive income (either in a single 
continuous financial statement or in two separate but consecutive 
financial statements; or a statement of net income if there was no 
other comprehensive income) and changes in plan equity for each of the 
latest three fiscal years of the plan (or such lesser period as the 
plan has been in existence).
* * * * *


Sec.  249.312  [Amended]

0
105. Amend Form 10-D (referenced in Sec.  249.312) by removing and 
reserving Item 5.

    Note: The text of Form 10-D does not, and this amendment will 
not, appear in the Code of Federal Regulations.

Sec.  249.617  [Amended]

0
106. Amend the Form X-17A-5 Part II (FOCUS Report) (referenced in Sec.  
249.617) by:
0
a. Revising under the heading ``Statement of Financial Condition'' 
paragraph 29 by redesignating current paragraphs 29.E and F as 
paragraphs 29.F and G, respectively and adding a new paragraph 29.E; 
and
0
b. Revising the heading ``Statement of Income (Loss)'' and under that 
heading, revising the subheading ``Net Income'', removing and reserving 
paragraphs 32, 32.a and 33, revising paragraph 34, redesignating 
current paragraph 35 as paragraph 37, adding new paragraph 35 and 
paragraphs 35.a and 36, and revising newly redesignated paragraph 37.
    The revisions and additions read as follows:

    Note: The text of Form X-17A-5 Part II does not, and this 
amendment will not, appear in the Code of Federal Regulations.


[[Page 51684]]


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[[Page 51685]]




Sec.  249.617  [Amended]

0
107. Amend the Form X-17A-5 Part II (FOCUS Report) (referenced in Sec.  
249.617) General Instructions by:
0
a. Revising the heading ``Statement of Income (Loss)'' and removing 
from under that heading the subheadings ``Extraordinary Items'' and 
``Effect of Changes in Accounting Principles'' and their related text; 
and
0
b. Revising under the heading ``Statement of Changes in Ownership 
Equity (Sole Proprietorship, Partnership or Corporation)'' the text 
related to the subheading ``Net Income (Loss) For Period''.
    The revisions read as follows:

    Note: The text of Form X-17A-5 Part II does not, and this 
amendment will not, appear in the Code of Federal Regulations.

FORM X-17A-5 PART II

(FOCUS Report)

GENERAL INSTRUCTIONS

* * * * *

STATEMENT OF INCOME (LOSS) or STATEMENT OF COMPREHENSIVE INCOME (as 
defined in Sec.  210.1-02 of Regulation S-X), as applicable

    If there are no items of other comprehensive income in the period 
presented, the broker or dealer is not required to report comprehensive 
income.
* * * * *

STATEMENT OF CHANGES IN OWNERSHIP EQUITY

(SOLE PROPRIETORSHIP, PARTNERSHIP OR CORPORATION)

* * * * *

Net Income (Loss) For Period

    Report the amount of net income (loss) for the period reported on 
the Statement of Income (Loss) or Statement of Comprehensive Income, as 
applicable.
* * * * *


Sec.  249.617  [Amended]

0
108. Amend the Form X-17A-5 Part IIA (FOCUS Report) (referenced in 
Sec.  249.617) by:
0
a. Revising under the heading ``Statement of Financial Condition for 
Noncarrying, Nonclearing and Certain other Brokers or Dealers'' 
paragraph 23 by redesignating current paragraphs 23.E and F as 
paragraphs 23.F and G, respectively and adding a new paragraph 23.E; 
and
0
b. Revising the heading ``Statement of Income (Loss)'' and under that 
heading, revising the subheading ``Net Income'', removing and reserving 
paragraphs 20, 20.a and 21, revising paragraph 22, redesignating 
current paragraph 23 as paragraph 25, adding new paragraph 23 and 
paragraphs 23.a and 24, and revising newly redesignated paragraph 25.
    The revisions and additions read as follows:

    Note:  The text of Form X-17A-5 Part IIA does not, and this 
amendment will not, appear in the Code of Federal Regulations.


[[Page 51686]]


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[[Page 51687]]




Sec.  249.617  [Amended]

0
109. Amend the Form X-17A-5 Part IIA (FOCUS Report) (referenced in 
Sec.  249.617) General Instructions by:
0
a. Revising the heading ``Statement of Income (Loss)'' and removing 
from under that heading paragraphs 20 and 21; and
0
b. Revising under the heading ``Statement of Changes in Ownership 
Equity (Sole Proprietorship, Partnership or Corporation)'' the text 
related to the subheading ``Net Income (Loss) For Period''.
    The revisions read as follows:

    Note:  The text of Form X-17A-5 Part IIA does not, and this 
amendment will not, appear in the Code of Federal Regulations.

FORM X-17A-5 PART IIA

(FOCUS Report)

GENERAL INSTRUCTIONS

* * * * *

STATEMENT OF INCOME (LOSS) or STATEMENT OF COMPREHENSIVE INCOME

(as defined in Sec.  210.1-02 of Regulation S-X), as applicable

    If there are no items of other comprehensive income in the period 
presented, the broker or dealer is not required to report comprehensive 
income.
* * * * *

STATEMENT OF CHANGES IN OWNERSHIP EQUITY

(SOLE PROPRIETORSHIP, PARTNERSHIP OR CORPORATION)

* * * * *

Net Income (Loss) For Period

    Report the amount of net income (loss) for the period reported on 
the Statement of Income (Loss) or Statement of Comprehensive Income, as 
applicable.
* * * * *


Sec.  249.617  [Amended]

0
110. Amend the Form X-17A-5 Part IIB (FOCUS Report) (referenced in 
Sec.  249.617) by:
0
a. Revising under the heading ``Statement of Financial Condition for 
OTC Derivatives Dealers'' paragraph 28 by redesignating current 
paragraphs 28.E and F as paragraphs 28.F and G, respectively and adding 
a new paragraph 28.E; and
0
b. Revising the heading ``Statement of Income (Loss)'' and under that 
heading, revising the subheading ``Net Income'', removing and reserving 
paragraphs 29, 29.a and 30, revising paragraph 31, redesignating 
current paragraph 32 as paragraph 34. adding new paragraph 32 and 
paragraphs 32.a and 33, and revising newly redesignated paragraph 34.
    The revisions and additions read as follows:

    Note:  The text of Form X-17A-5 Part IIB does not, and this 
amendment will not, appear in the Code of Federal Regulations.


[[Page 51688]]


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[[Page 51689]]




Sec.  249.617  [Amended]

0
111. Amend the Form X-17A-5 Part III (FOCUS Report) (referenced in 
Sec.  249.617) by revising under the heading ``Oath or Affirmation'' 
checkbox (c) to read as follows:

    Note:  The text of Form X-17A-5 Part III does not, and this 
amendment will not, appear in the Code of Federal Regulations.

ANNUAL AUDITED REPORT

FORM X-17A-5

PART III

* * * * *

OATH OR AFFIMRATION

* * * * *
    [square] (c) Statement of Income (Loss) or, if there is other 
comprehensive income in the period(s) presented, a Statement of 
Comprehensive Income (as defined in Sec.  210.1-02 of Regulation S-X).
* * * * *

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

0
112. The authority citation for part 274 continues to read in part as 
follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 
78n, 78o(d), 80a-8, 80a-24, 80a-26, 80a-29, and Public Law 111-203, 
sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted.
* * * * *


Sec. Sec.  239.24 and 274.5  [Amended]

0
113. Amend Form N-5 (referenced in Sec. Sec.  239.24 and 274.5) by 
revising Item 3.(i) to read as follows:

    Note:  The text of Form N-5 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM N-5

REGISTRATION STATEMENT OF SMALL BUSINESS INVESTMENT COMPANY UNDER THE 
SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940 *

* * * * *
PART I. INFORMATION REQUIRED IN REGISTRATION STATEMENT UNDER THE 
INVESTMENT COMPANY ACT OF 1940
* * * * *
Item 3. Policies with Respect to Security Investments.
* * * * *
    (i) Whether the registrant and its investment adviser and principal 
underwriter have adopted codes of ethics under Rule l 7j-1 of the 
Investment Company Act of 1940 [17 CFR 270.17j-1] and whether these 
codes of ethics permit personnel subject to the codes to invest in 
securities, including securities that may be purchased or held by the 
registrant. Also explain that these codes of ethics are available on 
the EDGAR Database on the Commission's Internet site at http://www.sec.gov, and that copies of these codes of ethics may be obtained, 
after paying a duplicating fee, by electronic request at the following 
Email address: [email protected].
* * * * *


Sec. Sec.  239.15A and 274.11A  [Amended]

0
114. Amend Form N-1A (referenced in Sec. Sec.  239.15A and 274.11A) by:
0
a. Revising Item 1.(b)(3);
0
b. Revising Instruction 3.(c)(ii) to Item 3 and Instruction 2.(a)(ii) 
to Item 27.(d)(1); and
0
c. Removing Item 27.(d)(3)(iii) and redesignating current Item 
27.(d)(3)(iv) as Item 27.(d)(3)(iii).
    The revisions read as follows:

    Note:  The text of Form N-1A does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM N-1A

* * * * *
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
* * * * *

PART A INFORMATION REQUIRED IN PROSPECTUS

* * * * *

Item 1. Front and Back Cover Pages

* * * * *
    (b) * * *
    (3) State that reports and other information about the Fund are 
available on the EDGAR Database on the Commission's Internet site at 
http://www.sec.gov, and that copies of this information may be 
obtained, after paying a duplicating fee, by electronic request at the 
following Email address: [email protected].
* * * * *

Item 3. Risk/Return Summary: Fee Table

* * * * *

Instructions

* * * * *
    3. * * *
    (c) * * *
    (ii) ``Other Expenses'' do not include extraordinary expenses. 
``Extraordinary expenses'' refers to expenses that are distinguished by 
their unusual nature and by the infrequency of occurrence. Unusual 
nature means the expense has a high degree of abnormality and is 
clearly unrelated to, or only incidentally related to, the ordinary and 
typical activities of the fund, taking into account the environment in 
which the fund operates. Infrequency of occurrence means the expense is 
not reasonably expected to recur in the foreseeable future, taking into 
consideration the environment in which the fund operates. The 
environment of a fund includes such factors as the characteristics of 
the industry or industries in which it operates, the geographical 
location of its operations, and the nature and extent of governmental 
regulation. If extraordinary expenses were incurred that materially 
affected the Fund's ``Other Expenses,'' disclose in a footnote to the 
table what ``Other Expenses'' would have been had the extraordinary 
expenses been included.
* * * * *

Item 27. Financial Statements

* * * * *
    (d) * * *
    (1) * * *

Instructions

* * * * *
    2. * * *
    (a) * * *
    (ii) For purposes of this Item 27(d)(1), ``Other Expenses'' include 
extraordinary expenses. ``Extraordinary expenses'' refers to expenses 
that are distinguished by their unusual nature and by the infrequency 
of occurrence. Unusual nature means the expense has a high degree of 
abnormality and is clearly unrelated to, or only incidentally related 
to, the ordinary and typical activities of the fund, taking into 
account the environment in which the fund operates. Infrequency of 
occurrence means the expense is not reasonably expected to recur in the 
foreseeable future, taking into consideration the environment in which 
the fund operates. The environment of a fund includes such factors as 
the characteristics of the industry or industries in which it operates, 
the geographical location of its operations, and the nature and extent 
of governmental regulation. If extraordinary expenses were incurred 
that materially affected the Fund's ``Other Expenses,'' the Fund may 
disclose in a footnote to the Example what ``actual expenses'' would 
have

[[Page 51690]]

been had the extraordinary expenses not been included.
* * * * *
    (3). Statement Regarding Availability of Quarterly Portfolio 
Schedule. A statement that: (i) The Fund files its complete schedule of 
portfolio holdings with the Commission for the first and third quarters 
of each fiscal year on Form N-Q; (ii) the Fund's Forms N-Q are 
available on the Commission's Web site at http://www.sec.gov; and (iii) 
if the Fund makes the information on Form N-Q available to shareholders 
on its Web site or upon request, a description of how the information 
may be obtained from the Fund.
* * * * *


Sec. Sec.  239.14 and 274.11a-1  [Amended]

0
115. Amend Form N-2 (referenced in Sec. Sec.  239.14 and 274.11a-1) by:
0
a. Revising Item 18.15; and
0
b. Revising Instruction 6.b to Item 24.
    The revisions read as follows:

    Note:  The text of Form N-2 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM N-2

* * * * *
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
 REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
* * * * *

PART B--INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

* * * * *

Item 18. Management.

* * * * *
    15. Codes of Ethics: Provide a brief statement disclosing whether 
the Registrant and its investment adviser and principal underwriter 
have adopted codes of ethics under Rule 17j-1 of the 1940 Act [17 CFR 
270.17j-1] and whether these codes of ethics permit personnel subject 
to the codes to invest in securities, including securities that may be 
purchased or held by the Registrant. Also explain in the statement that 
these codes of ethics are available on the EDGAR Database on the 
Commission's Internet site at http://www.sec.gov, and that copies of 
these codes of ethics may be obtained, after paying a duplicating fee, 
by electronic request at the following email address: 
[email protected].
* * * * *

Item 24. Financial Statements

    * * *

Instructions

    * * *
    6. * * *
    b. a statement that: (i) The Registrant files its complete schedule 
of portfolio holdings with the Commission for the first and third 
quarters of each fiscal year on Form N-Q; (ii) the Registrant's Forms 
N-Q are available on the Commission's Web site at http://www.sec.gov; 
and (iii) if the Registrant makes the information on Form N-Q available 
to shareholders on its Web site or upon request, a description of how 
the information may be obtained from the Registrant.
* * * * *


Sec. Sec.  239.17a and 274.11b  [Amended]

0
116. Amend Form N-3 (referenced in Sec. Sec.  239.17a and 274.11b) by:
0
a. Revising Instruction 4.(c)(i) to Item 3.(a);
0
b. Revising Item 20.(m); and
0
c. Removing Instruction 6.(ii)(C) to Item 28.(a) and redesignating 
current Instruction 6.(ii)(D) to Item 28.(a) as Instruction 6.(ii)(C) 
to Item 28.(a).
    The revisions read as follows:

    Note:  The text of Form N-3 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM N-3

* * * * *
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
* * * * *

PART A--INFORMATION REQUIRED IN A PROSPECTUS

* * * * *

Item 3. Synopsis or Highlights

* * * * *

Instructions

* * * * *
    4. * * *
    (c) * * *
    (i) ``Other Expenses'' do not include extraordinary expenses. 
``Extraordinary expenses'' refers to expenses that are distinguished by 
their unusual nature and by the infrequency of occurrence. Unusual 
nature means the expense has a high degree of abnormality and is 
clearly unrelated to, or only incidentally related to, the ordinary and 
typical activities of the fund, taking into account the environment in 
which the fund operates. Infrequency of occurrence means the expense is 
not reasonably expected to recur in the foreseeable future, taking into 
consideration the environment in which the fund operates. The 
environment of a fund includes such factors as the characteristics of 
the industry or industries in which it operates, the geographical 
location of its operations, and the nature and extent of governmental 
regulation. If extraordinary expenses were incurred that materially 
affected the Registrant's ``Other Expenses,'' the Registrant should 
disclose in the narrative following the table what the ``Other 
Expenses'' would have been had extraordinary expenses been included.
* * * * *

Item 20. Management

* * * * *
    (m) Provide a brief statement disclosing whether the Registrant and 
its investment adviser and principal underwriter have adopted codes of 
ethics under Rule 17j-1 of the 1940 Act [17 CFR 270.17j-1] and whether 
these codes of ethics permit personnel subject to the codes to invest 
in securities, including securities that may be purchased or held by 
the Registrant. Also explain in the statement that these codes of 
ethics are available on the EDGAR Database on the Commission's Internet 
site at http://www.sec.gov, and that copies of these codes of ethics 
may be obtained, after paying a duplicating fee, by electronic request 
at the following Email address: [email protected].
* * * * *

Item 28. Financial Statements

    (a) * * *

Instructions

    (6) * * *
    (ii) a statement that: (A) The Registrant files its complete 
schedule of portfolio holdings with the Commission for the first and 
third quarters of each fiscal year on Form N-Q; (B) the Registrant's 
Forms N-Q are available on the Commission's Web site at http://www.sec.gov; and (C) if the Registrant makes the information on Form N-
Q available to contractowners on its Web site or upon request, a 
description of how the information may be obtained from the Registrant;
* * * * *


Sec. Sec.  239.17b and 274.11c  [Amended]

0
117. Amend Form N-4 (referenced in Sec. Sec.  239.17b and 274.11c) by:

[[Page 51691]]

0
a. Revising Item 1.(a)(v); and
0
b. Revising Instruction 17.(b) to Item 3(a).
    The revisions read as follows:

    Note:  The text of Form N-4 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
* * * * *

INFORMATION REQUIRED IN A PROSPECTUS

* * * * *

Item 1. Cover Page

    (a) * * *
    (v) a statement or statements that: (A) The prospectus sets forth 
the information about the Registrant that a prospective investor ought 
to know before investing; (B) the prospectus should be kept for future 
reference; (C) additional information about the Registrant has been 
filed with the Commission and is available upon written or oral request 
without charge (This statement should explain how to obtain the 
Statement of Additional Information, whether any of it has been 
incorporated by reference into the prospectus, and where the table of 
contents of the Statement of Additional Information appears in the 
prospectus. If the Registrant intends to disseminate its prospectus 
electronically, also include the information that the Commission 
maintains a Web site (http://www.sec.gov) that contains the Statement 
of Additional Information, material incorporated by reference, and 
other information regarding registrants that file electronically with 
the Commission.);
* * * * *

Item 3. Synopsis

* * * * *

Instructions

* * * * *
    17. * * *
    (b) ``Total Annual [Portfolio Company] Operating Expenses'' do not 
include extraordinary expenses. ``Extraordinary expenses'' refers to 
expenses that are distinguished by their unusual nature and by the 
infrequency of occurrence. Unusual nature means the expense has a high 
degree of abnormality and is clearly unrelated to, or only incidentally 
related to, the ordinary and typical activities of the fund, taking 
into account the environment in which the fund operates. Infrequency of 
occurrence means the expense is not reasonably expected to recur in the 
foreseeable future, taking into consideration the environment in which 
the fund operates. The environment of a fund includes such factors as 
the characteristics of the industry or industries in which it operates, 
the geographical location of its operations, and the nature and extent 
of governmental regulation. If extraordinary expenses were incurred by 
any portfolio company that would, if included, materially affect the 
minimum or maximum amounts shown in the table, disclose in a footnote 
to the table what the minimum and maximum ``Total Annual [Portfolio 
Company] Operating Expenses'' would have been had the extraordinary 
expenses been included.
* * * * *


Sec. Sec.  239.17c and 274.11d  [Amended]

0
118. Amend Form N-6 (referenced in Sec. Sec.  239.17c and 274.11d) by 
revising Item 1.(b)(3) and Instruction 4.(c) to Item 3 to read as 
follows:

    Note:  The text of Form N-6 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM N-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

* * * * *

PART A: INFORMATION REQUIRED IN A PROSPECTUS

* * * * *

Item 1. Front and Back Cover Pages

* * * * *
    (b) * * *
    (3) State that reports and other information about the Registrant 
are available on the Commission's Internet site at http://www.sec.gov.
* * * * *

Item 3. Risk/Benefit Summary: Fee Table

* * * * *
    Instructions.
* * * * *
    4. * * *
    (c) ``Total Annual [Portfolio Company] Operating Expenses'' do not 
include extraordinary expenses. ``Extraordinary expenses'' refers to 
expenses that are distinguished by their unusual nature and by the 
infrequency of occurrence. Unusual nature means the expense has a high 
degree of abnormality and is clearly unrelated to, or only incidentally 
related to, the ordinary and typical activities of the fund, taking 
into account the environment in which the fund operates. Infrequency of 
occurrence means the expense is not reasonably expected to recur in the 
foreseeable future, taking into consideration the environment in which 
the fund operates. The environment of a fund includes such factors as 
the characteristics of the industry or industries in which it operates, 
the geographical location of its operations, and the nature and extent 
of governmental regulation. If extraordinary expenses were incurred by 
any Portfolio Company that would, if included, materially affect the 
minimum or maximum amounts shown in the table, disclose in a footnote 
to the table what the minimum and maximum ``Total Annual [Portfolio 
Company] Operating Expenses'' would have been had the extraordinary 
expenses been included.
* * * * *


Sec.  274.12  [Amended]

0
119. Amend Form N-8B-2 (referenced in Sec.  274.12) by revising Item 
52.(e) to read as follows:

    Note:  The text of Form N-8B-2 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM N-8B-2

REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS WHICH ARE CURRENTLY 
ISSUING SECURITIES

* * * * *
VII
POLICY OF REGISTRANT
    52. * * *
    (e) Provide a brief statement disclosing whether the trust and its 
principal underwriter have adopted codes of ethics under rule 17j-l of 
the Act [17 CFR 270.l7j- l] and whether these codes of ethics permit 
personnel subject to the codes to invest in securities, including 
securities that may be purchased or held by the trust. Also explain 
that these codes of ethics are available on the EDGAR Database on the 
Commission's Internet site at http://www.sec.gov, and that copies of 
these codes of ethics may be obtained, after paying a duplicating fee, 
by electronic

[[Page 51692]]

request at the following Email address: [email protected].
* * * * *

    By the Commission.

    Dated: July 13, 2016.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-16964 Filed 8-3-16; 8:45 am]
 BILLING CODE 8011-01-P