# ASC 220-10-S99: Income Statement—Reporting Comprehensive Income — Overall — SEC 99 SEC Materials

Source: FASB Accounting Standards Codification, Basic View

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## ASC 220-10-S99: SEC 99 SEC Materials

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#### SEC Rules, Regulations, and Interpretations

##### [220-10-S99-1](https://asc.understandingaccounting.org/asc/220/10/#220-10-S99-1)

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The following is the text of Regulation S-X Rule 3-03, Instructions to Statement of Comprehensive Income Requirements (17 CFR 210.3-03).

-   (a) The statements required shall be prepared in compliance with the applicable requirements of this regulation.
    
-   (b) If the registrant is engaged primarily (1) in the generation, transmission or distribution of electricity, the manufacture, mixing, transmission or distribution of gas, the supplying or distribution of water, or the furnishing of telephone or telegraph service; or (2) in holding securities of companies engaged in such businesses, it may at its option include statements of comprehensive income and cash flows (which may be unaudited) for the twelve-month period ending on the date of the most recent balance sheet being filed, in lieu of the statements of comprehensive income and cash flows for the interim periods specified.
    
-   (c) If a period or periods reported on include operations of a business prior to the date of acquisition, or for other reasons differ from reports previously issued for any period, the statements shall be reconciled as to sales or revenues and net income in the statement or in a note thereto with the amounts previously reported: _Provided, however,_ That such reconciliations need not be made (1) if they have been made in filings with the Commission in prior years or (2) the financial statements which are being retroactively adjusted have not previously been filed with the Commission or otherwise made public.
    
-   (d) Any unaudited interim financial statements furnished shall reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. A statement to that effect shall be included. If all such adjustments are of a normal recurring nature, a statement to that effect shall be made; otherwise, there shall be furnished information describing in appropriate detail the nature and amount of any adjustments other than normal recurring adjustments entering into the determination of the results shown.
    
-   \[45 FR 63687, Sept. 25, 1980. Redesignated at 47 FR 29836, July 9, 1982, and amended at 50 FR 25215, June 18, 1985; 50 FR 49532, Dec. 3, 1985; 57 FR 45292, Oct. 1, 1992; 64 FR 1734, Jan 12, 1999; 83 FR 50199, Oct. 4, 2018\].

##### [220-10-S99-2](https://asc.understandingaccounting.org/asc/220/10/#220-10-S99-2)

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The following is the text of Regulation S-X Rule 5-03, Statements of Comprehensive Income (17 CFR 210.5-03).

-   (a) The purpose of this rule is to indicate the various line items which, if applicable, and except as otherwise permitted by the Commission, should appear on the face of the statements of comprehensive income filed for the persons to whom this article pertains (see § 210.4-01(a)).
    
-   (b) If income is derived from more than one of the subcaptions described under § 210.5-03.1, each class which is not more than 10 percent of the sum of the items may be combined with another class. If these items are combined, related costs and expenses as described under § 210.5-03.2 shall be combined in the same manner.
    
-   1\. Net sales and gross revenues. State separately:
    
    -   (a) Net sales of tangible products (gross sales less discounts, returns and allowances),
        
    -   (b) operating revenues of public utilities or others;
        
    -   (c) income from rentals;
        
    -   (d) revenues from services; and
        
    -   (e) other revenues.
        
-   Amounts earned from transactions with related parties shall be disclosed as required under § 210.4-08(k).
    
-   A public utility company using a uniform system of accounts or a form for annual report prescribed by federal or state authorities, or a similar system or report, shall follow the general segregation of operating revenues and operating expenses reported under § 210.5-03.2 prescribed by such system or report.
    
-   If the total of sales and revenues reported under this caption includes excise taxes in an amount equal to 1 percent or more of such total, the amount of such excise taxes shall be shown on the face of the statement parenthetically or otherwise.
    
-   2\. Costs and expenses applicable to sales and revenues.
    
-   State separately the amount of
    
    -   (a) cost of tangible goods sold,
        
    -   (b) operating expenses of public utilities or others,
        
    -   (c) expenses applicable to rental income,
        
    -   (d) cost of services, and
        
    -   (e) expenses applicable to other revenues.
        
-   Merchandising organizations, both wholesale and retail, may include occupancy and buying costs under caption 2(a). Amounts of costs and expenses incurred from transactions with related parties shall be disclosed as required under § 210.4-08(k).
    
-   3\. Other operating costs and expenses. State separately any material amounts not included under caption 2 above.
    
-   4\. Selling, general and administrative expenses.
    
-   5\. Provision for doubtful accounts and notes.
    
-   6\. Other general expenses. Include items not normally included in caption 4 above. State separately any material item.
    
-   7\. Non-operating income.
    
-   State separately in the statement of comprehensive income or in a note thereto amounts earned from
    
    -   (a) dividends,
        
    -   (b) interest on securities,
        
    -   (c) profits on securities (net of losses), and
        
    -   (d) miscellaneous other income.
        
-   Amounts earned from transactions in securities of related parties shall be disclosed as required under § 210.4-08(k). Material amounts included under miscellaneous other income shall be separately stated in the statement of comprehensive income or in a note thereto, indicating clearly the nature of the transactions out of which the items arose.
    
-   8\. Interest and amortization of debt discount and expense.
    
-   9\. Non-operating expenses.
    
-   State separately in the statement of comprehensive income or in a note thereto amounts of
    
    -   (a) losses on securities (net of profits) and
        
    -   (b) miscellaneous income deductions.
        
-   Material amounts included under miscellaneous income deductions shall be separately stated in the statement of comprehensive income or in a note thereto, indicating clearly the nature of the transactions out of which the items arose.
    
-   10\. Income or loss before income tax expense and appropriate items below.
    
-   11\. Income tax expense. Include under this caption only taxes based on income (see § 210.4-08(h)).
    
-   12\. Equity in earnings of unconsolidated subsidiaries and 50 percent or less owned persons. State, parenthetically or in a note, the amount of dividends received from such persons. If justified by the circumstances, this item may be presented in a different position and a different manner (see § 210.4-01(a)).
    
-   13\. Income or loss from continuing operations.
    
-   14\. Discontinued operations.
    
-   15-17. \[Reserved\]
    
-   18\. Net income or loss.
    
-   19\. Net income attributable to the noncontrolling interest.
    
-   20\. Net income attributable to the controlling interest.
    
-   21\. Other comprehensive income.
    
-   State separately the components of and the total for other comprehensive income. Present the components either net of related tax effects or before related tax effects with one amount shown for the aggregate income tax expense or benefit. State the amount of income tax expense or benefit allocated to each component, including reclassification adjustments, in the statement of comprehensive income or in a note.
    
-   22\. Comprehensive income.
    
-   23\. Comprehensive income attributable to the noncontrolling interest.
    
-   24\. Comprehensive income attributable to the controlling interest.
    
-   25\. Earnings per share data.
    
-   \[45 FR 63671, Sept. 25, 1980, as amended at 45 FR 76977, Nov. 21, 1980; 50 FR 25215, June 18, 1985; 74 FR 18615, Apr. 23, 2009; 83 FR 50202, Oct. 4, 2018\]

#### SEC Staff Guidance

##### [220-10-S99-3](https://asc.understandingaccounting.org/asc/220/10/#220-10-S99-3)

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The following is the text of SAB Topic 1.B.1, Costs Reflected in Historical Income Statements.

-   Facts: A company (the registrant) operates as a subsidiary of another company (parent). Certain expenses incurred by the parent on behalf of the subsidiary have not been charged to the subsidiary in the past. The subsidiary files a registration statement under the Securities Act of 1933 in connection with an initial public offering.
    
-   Question 1: Should the subsidiary's historical income statements reflect all of the expenses that the parent incurred on its behalf?
    
-   Interpretive Response: In general, the staff believes that the historical income statements of a registrant should reflect all of its costs of doing business. Therefore, in specific situations, the staff has required the subsidiary to revise its financial statements to include certain expenses incurred by the parent on its behalf. Examples of such expenses may include, but are not necessarily limited to, the following (income taxes and interest are discussed separately below):
    
-   1\. Officer and employee salaries,
    
-   2\. Rent or depreciation,
    
-   3\. Advertising,
    
-   4\. Accounting and legal services, and
    
-   5\. Other selling, general and administrative expenses.
    
-   When the subsidiary's financial statements have been previously reported on by independent accountants and have been used other than for internal purposes, the staff has accepted a presentation that shows income before tax as previously reported, followed by adjustments for expenses not previously allocated, income taxes, and adjusted net income.
    
-   Question 2: How should the amount of expenses incurred on the subsidiary's behalf by its parent be determined, and what disclosure is required in the financial statements?
    
-   Interpretive Response: The staff expects any expenses clearly applicable to the subsidiary to be reflected in its income statements. However, the staff understands that in some situations a reasonable method of allocating common expenses to the subsidiary (e. g., incremental or proportional cost allocation) must be chosen because specific identification of expenses is not practicable.
    
-   In these situations, the staff has required an explanation of the allocation method used in the notes to the financial statements along with management's assertion that the method used is reasonable.
    
-   In addition, since agreements with related parties are by definition not at arms length and may be changed at any time, the staff has required footnote disclosure, when practicable, of management's estimate of what the expenses (other than income taxes and interest discussed separately below) would have been on a stand alone basis, that is, the cost that would have been incurred if the subsidiary had operated as an unaffiliated entity. The disclosure has been presented for each year for which an income statement was required when such basis produced materially different results.
    
-   Question 3: What are the staff's views with respect to the accounting for and disclosure of the subsidiary's income tax expense?
    
-   Interpretive Response: Recently, a number of parent companies have sold interests in subsidiaries, but have retained sufficient ownership interests to permit continued inclusion of the subsidiaries in their consolidated tax returns. The staff believes that it is material to investors to know what the effect on income would have been if the registrant had not been eligible to be included in a consolidated income tax return with its parent.
    
-   Some of these subsidiaries have calculated their tax provision on the separate return basis, which the staff believes is the preferable method. Others, however, have used different allocation methods.
    
-   When the historical income statements in the filing do not reflect the tax provision on the separate return basis, the staff has required a pro forma income statement for the most recent year and interim period reflecting a tax provision calculated on the separate return basis.<sup class="ph sup">FN1</sup>
    
    -   FN1 Paragraph 40 of Statement 109 \[paragraph [740-10-30-27](https://asc.understandingaccounting.org/asc/740/10/#740-10-30-27)\] states: "The consolidated amount of current and deferred tax expense for a group that files a consolidated tax return shall be allocated among the members of the group when those members issue separate financial statements.... The method adopted... shall be systematic, rational, and consistent with the broad principles established by \[Statement 109\] \[Subtopic 740-10\]. A method that allocates current and deferred taxes to members of the group by applying \[Statement 109\] \[Subtopic 740-10\] to each member as if it were a separate taxpayer meets those criteria.
        
-   Question 4: Should the historical income statements reflect a charge for interest on intercompany debt if no such charge had been previously provided?
    
-   Interpretive Response: The staff generally believes that financial statements are more useful to investors if they reflect all costs of doing business, including interest costs. Because of the inherent difficulty in distinguishing the elements of a subsidiary's capital structure, the staff has not insisted that the historical income statements include an interest charge on intercompany debt if such a charge was not provided in the past, except when debt specifically related to the operations of the subsidiary and previously carried on the parent's books will henceforth be recorded in the subsidiary's books. In any case, financing arrangements with the parent must be discussed in a note to the financial statements. In this connection, the staff has taken the position that, where an interest charge on intercompany debt has not been provided, appropriate disclosure would include an analysis of the intercompany accounts as well as the average balance due to or from related parties for each period for which an income statement is required. The analysis of the intercompany accounts has taken the form of a listing of transactions (e. g., the allocation of costs to the subsidiary, intercompany purchases, and cash transfers between entities) for each period for which an income statement was required, reconciled to the intercompany accounts reflected in the balance sheets.

##### [220-10-S99-4](https://asc.understandingaccounting.org/asc/220/10/#220-10-S99-4)

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The following is the text of SAB Topic 5.T, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).

-   (Replaced by SAB 107).
    
-   _Facts:_ Company X was a defendant in litigation for which the company had not recorded a liability in accordance with FASB ASC Topic 450, Contingencies. A principal stockholder <sup class="ph sup">FN34</sup> of the company transfers a portion of his shares to the plaintiff to settle such litigation. If the company had settled the litigation directly, the company would have recorded the settlement as an expense.
    
    -   FN34 The FASB ASC Master Glossary defines principal owners as "owners of record or known beneficial owners of more than 10 percent of the voting interests of the enterprise."
        
-   _Question:_ Must the settlement be reflected as an expense in the company's financial statements, and if so, how?
    
-   _Interpretive Response:_ Yes. The value of the shares transferred should be reflected as an expense in the company's financial statements with a corresponding credit to contributed (paid-in) capital.
    
-   The staff believes that such a transaction is similar to those described in FASB ASC paragraph [718-10-15-4](https://asc.understandingaccounting.org/asc/718/10/#718-10-15-4) (Compensation—Stock Compensation Topic), which states that "share-based payments awarded to a grantee by a related party or other holder of an economic interest <sup class="ph sup">FN35</sup> in the entity as compensation for goods or services provided to the reporting entity are share-based payment transactions to be accounted for under this Topic unless the transfer is clearly for a purpose other than compensation for goods or services to the reporting entity." As explained in this paragraph, the substance of such a transaction is that the economic interest holder makes a capital contribution to the reporting entity, and the reporting entity makes a share-based payment to its grantee in exchange for goods or services provided to the reporting entity.
    
    -   FN35 The FASB ASC Master Glossary defines an economic interest in an entity as "any type or form of pecuniary interest or arrangement that an entity could issue or be a party to, including equity securities; financial instruments with characteristics of equity, liabilities or both; long-term debt and other debt-financing arrangements; leases; and contractual arrangements such as management contracts, service contracts, or intellectual property licenses." Accordingly, a principal stockholder would be considered a holder of an economic interest in an entity.
        
-   The staff believes that the problem of separating the benefit to the principal stockholder from the benefit to the company cited in FASB ASC Topic 718 is not limited to transactions involving stock compensation. Therefore, similar accounting is required in this and other<sup class="ph sup">FN36</sup> transactions where a principal stockholder pays an expense for the company, unless the stockholder's action is caused by a relationship or obligation completely unrelated to his position as a stockholder or such action clearly does not benefit the company.
    
    -   FN36 For example, SAB Topic 1.B indicates that the separate financial statements of a subsidiary should reflect any costs of its operations which are incurred by the parent on its behalf. Additionally, the staff notes that AICPA Technical Practice Aids §4160 also indicates that the payment by principal stockholders of a company's debt should be accounted for as a capital contribution.
        
-   Some registrants and their accountants have taken the position that since FASB ASC Topic 850, Related Party Disclosures, applies to these transactions and requires only the disclosure of material related party transactions, the staff should not analogize to the accounting called for by FASB ASC paragraph [718-10-15-4](https://asc.understandingaccounting.org/asc/718/10/#718-10-15-4) for transactions other than those specifically covered by it. The staff notes, however, that FASB ASC Topic 850 does not address the measurement of related party transactions and that, as a result, such transactions are generally recorded at the amounts indicated by their terms. <sup class="ph sup">FN37</sup> However, the staff believes that transactions of the type described above differ from the typical related party transactions.
    
    -   FN37 However, in some circumstances it is necessary to reflect, either in the historical financial statements or a pro forma presentation (depending on the circumstances), related party transactions at amounts other than those indicated by their terms. Two such circumstances are addressed in Staff Accounting Bulletin Topic 1.B.1, Questions 3 and 4. Another example is where the terms of a material contract with a related party are expected to change upon the completion of an offering (_i.e.,_ the principal shareholder requires payment for services which had previously been contributed by the shareholder to the company).
        
-   The transactions for which FASB ASC Topic 850 requires disclosure generally are those in which a company receives goods or services directly from, or provides goods or services directly to, a related party, and the form and terms of such transactions may be structured to produce either a direct or indirect benefit to the related party. The participation of a related party in such a transaction negates the presumption that transactions reflected in the financial statements have been consummated at arm's length. Disclosure is therefore required to compensate for the fact that, due to the related party's involvement, the terms of the transaction may produce an accounting measurement for which a more faithful measurement may not be determinable.
    
-   However, transactions of the type discussed in the facts given do not have such problems of measurement and appear to be transacted to provide a benefit to the stockholder through the enhancement or maintenance of the value of the stockholder's investment. The staff believes that the substance of such transactions is the payment of an expense of the company through contributions by the stockholder. Therefore, the staff believes it would be inappropriate to account for such transactions according to the form of the transaction.

##### [220-10-S99-5](https://asc.understandingaccounting.org/asc/220/10/#220-10-S99-5)

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The following is the text of SAB Topic 6.B, Accounting Series Release 280—General Revision Of Regulation S-X: Income Or Loss Applicable To Common Stock.

-   Facts: A registrant has various classes of preferred stock. Dividends on those preferred stocks and accretions of their carrying amounts cause income applicable to common stock to be less than reported net income.
    
-   Question: In ASR 280, the Commission stated that although it had determined not to mandate presentation of income or loss applicable to common stock in all cases, it believes that disclosure of that amount is of value in certain situations. In what situations should the amount be reported, where should it be reported, and how should it be computed?
    
-   Interpretive Response: Income or loss applicable to common stock should be reported on the face of the income statement <sup class="ph sup">FN1</sup> when it is materially different in quantitative terms from reported net income or loss <sup class="ph sup">FN2</sup> or when it is indicative of significant trends or other qualitative considerations. The amount to be reported should be computed for each period as net income or loss less: (a) dividends on preferred stock, including undeclared or unpaid dividends if cumulative; and (b) periodic increases in the carrying amounts of instruments reported as redeemable preferred stock (as discussed in Topic 3.C) or increasing rate preferred stock (as discussed in Topic 5.Q).
    
    -   FN1 When a registrant reports net income and total comprehensive income in one continuous financial statement, the registrant must continue to follow the guidance set forth in the SAB Topic. One approach may be to provide a separate reconciliation of net income to income available to common stock below comprehensive income reported on a statement of income and comprehensive income.
        
    -   FN2 The assessment of materiality is the responsibility of each registrant. However, absent concerns about trends or other qualitative considerations, the staff generally will not insist on the reporting of income or loss applicable to common stock if the amount differs from net income or loss by less than ten percent.

##### [220-10-S99-6](https://asc.understandingaccounting.org/asc/220/10/#220-10-S99-6)

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The following is the text of SAB Topic 7.D, Income Before Depreciation.

-   Facts: Occasionally an income statement format will contain a subtitle or caption titled "Income before depreciation and depletion."
    
-   Question: Is this caption appropriate?
    
-   Interpretive Response: The staff objects to this presentation because in the staff's view the presentation may suggest to the reader that the amount so captioned represents cash flow for the period, which is rarely the case (see ASR 142).

##### [220-10-S99-7](https://asc.understandingaccounting.org/asc/220/10/#220-10-S99-7)

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The following is the text of SAB Topic 11.A, Operating-Differential Subsidies.

-   Facts: Company A has received an operating-differential subsidy pursuant to the Merchant Marine Act of 1936, as amended.
    
-   Question: How should such subsidies be displayed in the statement of comprehensive income?
    
-   Interpretive Response: Revenue representing an operating-differential subsidy under the Merchant Marine Act of 1936, as amended, must be set forth as a separate line item in the statement of comprehensive income either under a revenue caption presented separately from revenue from contracts with customers accounted for under ASC Topic 606 or as credit in the costs and expenses section.

##### [220-10-S99-8](https://asc.understandingaccounting.org/asc/220/10/#220-10-S99-8)

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The following is the text of SAB Topic 11.B, Depreciation and Depletion Excluded from Cost of Sales.

-   Facts: Company B excludes depreciation and depletion from cost of sales in its income statement.
    
-   Question: How should this exclusion be disclosed?
    
-   Interpretive Response: If cost of sales or operating expenses exclude charges for depreciation, depletion and amortization of property, plant and equipment, the description of the line item should read somewhat as follows: "Cost of goods sold (exclusive of items shown separately below)" or "Cost of goods sold (exclusive of depreciation shown separately below)." To avoid placing undue emphasis on "cash flow," depreciation, depletion and amortization should not be positioned in the income statement in a manner which results in reporting a figure for income before depreciation.
