2055.1 Foreign Business — The financial statements of an acquired foreign business [as defined in S-X 1-02(l)] presented to comply with S-X 3-05/S-X 8-04 may be prepared on a comprehensive basis other than U.S. GAAP. If the financial statements of an acquired foreign business are prepared in accordance with IFRS as issued by the IASB, they need not be reconciled to U.S. GAAP. If the financial statements of an acquired foreign business are prepared on a comprehensive basis other than U.S. GAAP or IFRS as issued by the IASB, they must be reconciled to U.S. GAAP only when the significance of the foreign business to the registrant exceeds 30%. The reconciliation need only comply with Item 17 of Form 20-F and is subject to the updating requirements under Item 8 of Form 20-F. Reconciliation and Form 20-F updating requirements are described at Topic 6. Measuring significance of a foreign business is discussed in Section 2015.3, "Comprehensive Basis of Accounting Used to Measure Significance."

2055.2 Hostile Tender Offers - Modified registration statement requirements may apply to some registration statements covering hostile tender offers to shareholders of a company that will not provide its financial statements. However, if the target of the tender offer is a public company, financial statements of the target that are filed with the SEC may be incorporated by reference. A consent of the auditor may be required. Registrants intending to rely on Regulation C, Rule 409 should consider the guidance in SAB Topic 1A. and consult with CF-OMA and CF-OCA as to whether such reliance is appropriate in the circumstances.

2055.3 Troubled Financial Institutions - If a financial institution is acquired in a federally assisted transaction and constitutes a significant business having material continuity of operations, the staff will likely not object to the omission of audited historical financial statements required by S-X 3-05 if the statements are not reasonably available. Requests for waivers should be directed to CF-OCA. If a waiver is granted, an audited statement of assets acquired and liabilities assumed reflecting the purchase basis of accounting as of the acquisition date will be required, as well as Industry Guide 3 data and various additional disclosures. [SAB Topic 1K] (Last updated: 9/30/2010)