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3230.1 Pro forma presentation should be based on the latest fiscal year and interim period included in the filing, unless the transaction is already reflected in the audited historical statements for the most recent full fiscal year. Unless the pro forma information gives effect to one of the two items (in Section 3230.2) below, a pro forma statement of comprehensive income should not be presented for more than one complete fiscal year. In addition to the required latest fiscal year and interim period, the staff generally does not object to a registrant providing a pro forma statement of comprehensive income for the corresponding prior interim period.(Last updated: 3/31/2009)
NOTE: After a change in fiscal year end in which the transition report has been filed on Form 10-K, the registrant may present pro forma information for the transition period and most recent fiscal year (and interim period). Alternatively, the registrant may present a pro forma statement of comprehensive income for the most recent annual period (9 to 12 months under S-X 3-06). In either case, the length of the period used for the target should be identical to the period of the registrant. (Last updated: 3/31/2010)
3230.2 Pro forma presentation of all periods is required:
a. For a business combination to be accounted for as a reorganization of entities under common control; or
For example: A registrant files a registration or proxy statement that includes financial statements that do not yet reflect a combination to be accounted for as a reorganization of entities under common control. Pro forma statements of comprehensive income are typically required for each fiscal year for which the registrant's historical financial statements are provided and the subsequent interim period. (Last updated: 10/20/2014)
b. For discontinued operations (ASC 205-20) that are not yet reflected in the annual historical statements.
For example: A non-SRC non-EGC registrant files a Form 8-K to report a significant disposition that has occurred, but has not yet been reflected in the registrant's historical statements as a discontinued operation under ASC 205-20 for the three years presented in the registrant's most recent Form 10-K. Pro forma statements of comprehensive income are typically required for these three most recent fiscal years and subsequent interim period.
(Last updated: 6/30/2013)
NOTE: The staff generally objects to retroactive pro forma presentation of transactions for periods other than the latest year and interim period, except in the circumstances described here. In some cases, retroactive presentations of revenues and costs of revenues may be meaningful for discussion of trends in MD&A, but more comprehensive presentations (through operating income, for example) can be misleading because they cannot meaningfully or accurately depict what operating results would have been had the transaction occurred at the earlier date. (Last updated 3/31/2009)
3230.3 Pro forma adjustments should be computed assuming the transaction occurred at the beginning of the fiscal year presented and carried forward through any interim period presented.
3230.4 Adjustments shall give effect to events that are:
a. directly attributable to each specific transaction,
b. factually supportable, and
c. expected to have a continuing impact.
Nature of Item
Treatment in Pro Forma Financial Information
1. 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 following the transaction
  • Do not include in pro forma statements of comprehensive income.
  • Disclose these items in a note and clearly indicate that they were not included.
2. Infrequent or nonrecurring items included in the underlying historical financial statements of the registrant or other combining entities and that are not directly affected by the transaction
Do not eliminate in arriving at pro forma results.
3. Conforming change in accounting principles adopted by registrant
Pro forma information should consistently apply the newly adopted accounting principles to all periods presented.
4. Discontinued operations
If included in historical financial statements, present only the portion of the statement of comprehensive income through "income from continuing operations."
5. Earnings per share
  • Present historical basic and diluted per share data based on continuing operations and pro forma basic and diluted per share data on the face of the pro forma statement of comprehensive income.
  • Also present the number of shares used to compute per share data if outstanding shares used in the calculation are affected by the transactions included in the pro forma financial statements.
6. Use of proceeds and earnings per share
  • The denominator in computing pro forma EPS should include only those common shares whose proceeds are being reflected in pro forma adjustments in the statements of comprehensive income, such as proceeds used for debt repayment or business acquisitions.
  • Common shares whose proceeds will be used for general corporate purposes, for example, should not be used in computing EPS. A company may present "additional" EPS data reflecting the issuance of all shares if it considers this information meaningful. If this additional EPS is shown on the face of the pro forma statement of comprehensive income, it should be labeled appropriately.
  • The footnotes to the pro formas should make the computation(s) of pro forma EPS transparent to investors.
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