In This Report:

- Introduction

- Background

- What Is a “Foreign Private Issuer”?

- Some Key Ways in which Foreign Private Issuers Are Treated Differently than Domestic US Issuers

- The Basics

- Background to Financial Statement Requirements

- What Financial Statements Must Be Included in Public Offerings?

- When Does Financial Information Go “Stale”?

- MD&A

- Using IFRS Without Reconciliation

- Reconciliation to US GAAP

- Audit Reports

- Currency Translation; Exchange Rates

- Additional Financial Information For Certain Specific Situations

- Recent and Probable Acquisitions

- Financial Statements Required in Connection with Acquisitions

- Pro Forma Financial Information

- Guarantor Financial StatementsSecured Offerings

- Investments Accounted for Under the Equity Method

- Segment Reporting

- Supplemental Schedules for Certain Transactions

- Industry Guides Quantitative and Qualitative Disclosure About Market Risk

- Some Related Issues

- Item 18 vs. Item 17

- Additional Financial Information That Is Typically Included

- Non-GAAP Financial Measures

- Internal Control Over Financial Reporting

- Interactive Data

- Special Considerations in Rule 144A Transactions

- Conclusion

- Endnotes

- Excerpt from Introduction:

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements

will be needed?” The question seems simple enough. But the answer is rarely straightforward.