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Appendices Appendix VI: continued Requirement Nonaccelerated reporting company Categories with modified reporting requirements Smaller reporting company Emerging growth company Foreign private issuer Select Regulation S-K disclosure requirements MD&A 3 years 2 years 2 years 3 years Initial compliance with XBRL First 10-Q filed after the IPO First 10-Q filed after the IPO First 10-Q filed after the IPO First 20-F filed after the IPO (a) IFRS requires a first-time adopter to present an opening IFRS statement of financial position at the date of transition to IFRS, which results in the presentation of three statements of financial position. An FPI that is not a first-time adopter of IFRS is also required to provide three statements of financial position if it makes retrospective revisions to its financial statements, which is required upon adoption of a new accounting policy, a restatement or a reclassification in the financial statements. Even if an FPI is an EGC, it would still be required to provide three statements of financial position in these instances to assert that its financial statements are prepared in compliance with IFRS as issued by the IASB. (b) In an initial registration statement, if the financial statements are presented in accordance with U.S. GAAP (rather than reconciled to U.S. GAAP), the earliest of the three years of financial statements may be omitted if that information has not previously been included in a filing made under the Securities Act or the Exchange Act. This accommodation does not apply to financial statements presented in accordance with IFRS as issued by the IASB, unless the issuer is applying IFRS as issued by the IASB for the first time. Instruction G to Form 20-F provides for an accommodation that permits a foreign private issuer in its first year of reporting under IFRS as issued by the IASB to file two years rather than three years of statements of income, changes in shareholders’ equity and cash flows prepared in accordance IFRS as issued by the IASB. (c) A third year is required if the acquisition is greater than 50% significant and the acquired business had revenues of at least $50 million in its most recent fiscal year. (d) An FPI is required to comply with the reporting requirements of Rule 3-05 for material acquisitions when registering securities. An FPI is not subject to the ongoing reporting filing requirements of Rule 3-05 for a material acquisition (FPIs are not subject to the reporting filing requirements of Form 8-K). (e) If an FPI qualifies as an EGC, this is required with the first Form 20-F filed after the IPO. (f) Under existing SEC rules and regulations, newly public entities, other than nonaccelerated filers, begin complying with Section 404(b) auditor attestation of the Sarbanes-Oxley Act with their second annual report filed with the SEC. An EGC will be exempt from this requirement as long as it qualifies as an EGC; however, management’s reporting on internal control is still required. (g) On April 8, 2011, the SEC staff advised that foreign private issuers, who prepare their financial statements in accordance with IFRS as issued by the IASB, are not required to submit to the SEC and post on their corporate website XBRL reporting until the SEC specifies a taxonomy for use in preparing their XBRL exhibit. (h) After going public, an EGC will file annual, quarterly and periodic reports under existing SEC rules and regulations. An EGC filing that includes selected financial data in a filing is not required to provide this information for periods earlier than those presented in the EGC’s initial registration statement. 118 NYSE IPO Guide
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