Question: A company’s initial registration statement under the Securities Act became effective during its quarter ended September 30. Prior to the effective date, but during this quarter, the company submitted matters to a vote of its security holders. Does Part II, Item 4 of Form 10-Q require disclosure of the results of the matters voted on?

Answer: Yes. Because Form 10-Q applies to the entire quarter, disclosure of Part II, Item 4 matters should be provided in the initial Form 10-Q filed pursuant to Section 15(d). [September 30, 2008]

Question: If a company is current but not timely in its reporting obligations, may it check the “yes” box on the cover page of a Form 10-Q indicating that it has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months?

Answer: Yes. The company may check the “yes” box referred to above even if all required reports were not filed on time, so long as they are filed by the date of the filing of the Form 10-Q. [April 24, 2009]

Question: If a company is not yet required to submit Interactive Data Files with its Exchange Act reports, should it check the box on the cover pages of the reports relating to compliance with Interactive Data File submission requirements?

Answer: No. A company should not start checking the cover page box relating to Interactive Data File compliance until it is required to submit those files. For example, if a company is first required to include an Interactive Data File with its second quarter Form 10-Q and, as permitted by the grace period rules, includes such file in a Form 10-Q amendment 30 days after the date the report is due and filed, the company should not check the Interactive Data File box on the cover page of its initial Form 10-Q. Rather, it should check the box once the first Interactive Data File is submitted — in this case, with the Form 10-Q amendment. Companies that have been voluntarily submitting Interactive Data Files should not check the box until they are required to submit the files. [April 30, 2009]

[Withdrawn, Sept. 17, 2010]

[Withdrawn, Sept. 17, 2010]

Question: What is the first interactive data submission required of a calendar-year, domestic filer whose initial registration statement on Form S-1 is declared effective on July 2, 2009 and whose first periodic report is a Form 10-Q for the quarter ended June 30, 2009?

Answer: The filer must assess whether it is a large accelerated filer in order to determine how to apply the phase-in schedule for submitting interactive data. Large accelerated filer status is determined based on the criteria set forth in Exchange Act Rule 12b-2 at the end of a fiscal year. On these facts, the earliest date the filer could qualify as a large accelerated filer is December 31, 2010. If at that date the filer qualifies as a large accelerated filer, interactive data would be required beginning with its Form 10-Q for the quarter ended March 31, 2011. However, if at that date the filer does not qualify as a large accelerated filer, the interactive data would be required to be submitted beginning with the filer's Form 10-Q for the quarter ended June 30, 2011. [May 29, 2009]

Question: The Document and Company Information Taxonomy includes an "Amendment Flag" element. When should the filer set the Amendment Flag to "True" in preparing its Interactive Data File for submission?

Answer: The Amendment Flag signifies that the Interactive Data File is an amendment to a prior Interactive Data File. It is not intended to signify that a new Interactive Data File is being filed as part of an amendment to a periodic report or registration statement. As a result, a filer should set the Amendment Flag to "True" only when the filer is amending the Interactive Data File itself. For example, if a company is first required to include an Interactive Data File with its second quarter Form 10-Q and, as permitted by the grace period rules, includes such file in a Form 10-Q amendment 30 days after the date the report is due and filed, the company should not set the Amendment Flag to "True" when it prepares its Interactive Data File for submission in the Form 10-Q amendment. [May 29, 2009]

Question: On August 17, 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification. The amendments will become effective on November 5, 2018. Among the amendments is the requirement to present the changes in shareholders' equity in the interim financial statements (either in a separate statement or footnote) in quarterly reports on Form 10-Q. Refer to Rules 8-03(a)(5) and 10-01(a)(7) of Regulation S-X. When are filers expected to comply with this new requirement?

Answer: The amendments are effective for all filings made on or after November 5, 2018. In light of the timing of effectiveness of the amendments and proximity of effectiveness to the filing date for most filers' quarterly reports, the staff would not object if the filer's first presentation of the changes in shareholders' equity is included in its Form 10-Q for the quarter that begins after the effective date of the amendments. For example, a December 31 fiscal year-end filer could omit this disclosure from its September 30, 2018 Form 10-Q. Likewise, a June 30 fiscal year-end filer could omit this disclosure from its September 30, 2018 and December 31, 2018 Forms 10-Q; however, the staff would object if it did not provide the disclosures in its March 31, 2019 Form 10-Q. (Sept. 25, 2018 and updated October 4, 2018)