---
kind: "section"
citation: "15 U.S.C. § 7261"
title: "15"
title_heading: "Commerce and Trade"
number: "7261"
heading: "Disclosures in periodic reports"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/7261"
units:
  - "Chapter 98 — Public Company Accounting Reform and Corporate Responsibility"
  - "Subchapter IV — Enhanced Financial Disclosures"
---

# §7261. Disclosures in periodic reports

- (a) **Omitted—**
- (b) **Commission rules on pro forma figures—** Not later than 180 days after July 30, 2002, the [Commission](/usc/15/7201.md?p=6) shall issue final rules providing that pro forma financial information included in any periodic or other report filed with the [Commission](/usc/15/7201.md?p=6) pursuant to the [securities laws](/usc/15/7201.md?p=15), or in any public disclosure or press or other release, shall be presented in a manner that—
  - (1) does not contain an untrue statement of a material fact or omit to [state](/usc/15/7201.md?p=16) a material fact necessary in order to make the pro forma financial information, in light of the circumstances under which it is presented, not misleading; and
  - (2) reconciles it with the financial condition and results of operations of the [issuer](/usc/15/7201.md?p=7) under generally accepted accounting principles.
- (c) **Study and report on special purpose entities—**
  - (1) **Study required—** The [Commission](/usc/15/7201.md?p=6) shall, not later than 1 year after the effective date of adoption of off-balance sheet disclosure rules required by [section 78m(j) of this title](/usc/15/78m.md?p=j), complete a study of filings by [issuers](/usc/15/7201.md?p=7) and their disclosures to determine—
    - (A) the extent of off-balance sheet transactions, including assets, liabilities, leases, losses, and the use of special purpose entities; and
    - (B) whether generally accepted accounting rules result in financial statements of [issuers](/usc/15/7201.md?p=7) reflecting the economics of such off-balance sheet transactions to investors in a transparent fashion.
  - (2) **Report and recommendations—** Not later than 6 months after the date of completion of the study required by [paragraph (1)](#c-1), the [Commission](/usc/15/7201.md?p=6) shall submit a report to the President, the Committee on Banking, Housing, and Urban Affairs of the Senate, and the Committee on Financial Services of the House of Representatives, setting forth—
    - (A) the amount or an estimate of the amount of off-balance sheet transactions, including assets, liabilities, leases, and losses of, and the use of special purpose entities by, [issuers](/usc/15/7201.md?p=7) filing periodic reports pursuant to section [78m](/usc/15/78m.md) or [78o](/usc/15/78o.md) of this title;
    - (B) the extent to which special purpose entities are used to facilitate off-balance sheet transactions;
    - (C) whether generally accepted accounting principles or the rules of the [Commission](/usc/15/7201.md?p=6) result in financial statements of [issuers](/usc/15/7201.md?p=7) reflecting the economics of such transactions to investors in a transparent fashion;
    - (D) whether generally accepted accounting principles specifically result in the consolidation of special purpose entities sponsored by an [issuer](/usc/15/7201.md?p=7) in cases in which the [issuer](/usc/15/7201.md?p=7) has the majority of the risks and rewards of the special purpose entity; and
    - (E) any recommendations of the [Commission](/usc/15/7201.md?p=6) for improving the transparency and quality of reporting off-balance sheet transactions in the financial statements and disclosures required to be filed by an [issuer](/usc/15/7201.md?p=7) with the [Commission](/usc/15/7201.md?p=6).

## Source credit

(Pub. L. 107–204, title IV, § 401, July 30, 2002, 116 Stat. 785.)

## Notes

### Editorial Notes

### Codification

Section is comprised of section 401 of Pub. L. 107–204. Subsec. (a) of section 401 of Pub. L. 107–204 amended section 78m of this title.