Generally, no. As described in SEC 2120.23
, there are a number of situations in which a registrant might need to revise the financial statements filed in its most recent Form 10-K
. Changes in accounting principle, discontinued operations and changes in reportable segments are three common examples of items that might need to be retrospectively reflected.
When required, the revised financial statements are usually filed under Item 8.01 of Form 8-K
. Form 10-K
/A ordinarily should not be used solely to file retrospectively revised financial statements to reflect a subsequent change in accounting principle, discontinued operations or a change in reportable segments. However, the SEC staff will not object if, in a Form 10-K
/A filed to correct a material error, a registrant also reflects the retrospective effects of accounting changes, discontinued operations and changes in segment presentation that have been reflected in filings with the SEC subsequent to the original Form 10-K
. If the Form 10-K
/A is incorporated by reference into a registration statement, then the correction of the error and the accounting change would be required to be presented in the Form 10-K
/A. In these circumstances, the financial statements in the Form 10-K
/A should clearly distinguish the effects of the material error from those of any subsequent accounting change. See SEC FRM 13110.6
For example, assume Company A is a calendar year-end SEC registrant. In September 2023, Company A discovered a material error in its 2022 annual financial statements. Accordingly, Company A will be required to restate the 2022 financial statements included in its 2022 Form 10-K
. The error occurred in the fourth quarter of 2022, so prior quarterly financial statements were not impacted. Company A has an effective registration statement on Form S-3
In addition to the discovery of the error, the following events also occurred during 2023:
- In January 2023, Company A changed its internal reporting structure in an effort to integrate the operations of Acquiree Z (which was acquired during the fourth quarter of 2022). As a result, effective January 1, 2023, Company A changed its segment presentation. The revised segment structure was reflected in the 2023 interim financial statements included in Company A's 2023 Form 10-Q
filings. The 2022 interim financial statements included in the 2023 Form 10-Q
filings for comparative purposes were also revised to reflect the new segment structure.
- In August 2023, Company A disposed of Subsidiary X. Subsidiary X did not meet the criteria for held for sale classification as of June 30, 2023 and was properly not reported as a discontinued operation in Company A's second quarter 2023 financial statements. Subsidiary X will be reflected as a discontinued operation in Company A's 2023 financial statements to be filed in its September 30, 2023 Form 10-Q
. Additionally, the 2022 interim financial statements included in the September 30, 2023 Form 10-Q
will be retrospectively revised to report Subsidiary X as a discontinued operation. When the 2023 Form 10-K
is filed (in 2024), the 2023, 2022 and 2021 financial statements included in the 2023 Form 10-K
will reflect Subsidiary X as a discontinued operation.
Company A will file its restated 2022 annual financial statements on Form 10-K
/A in October 2023 (i.e., before the September 2023 Form 10-Q
In addition to restating its 2022 annual financial statements to correct the material error identified during September 2023, the 2022 annual financial statements to be filed in the October 2023 Form 10-K
/A will also be revised to reflect the January 2023 change in segment presentation (because the segment change has been reflected in Company A's interim financial statements for the first and second quarters of 2023 and 2022).
The amended 2022 annual financial statements to be included in the October 2023 Form 10-K
/A w not
be revised to reflect Subsidiary X as a discontinued operation (because at the date the Form 10-K
/A is filed, Company A has not yet filed financial statements that report Subsidiary X as a discontinued operation). Company A's disclosures should clearly identify the items that are reflected in the Form 10-K