Regulation S-X

Rule 3-01
Consolidated Balance Sheets
a. There
shall be filed, for the registrant and its subsidiaries consolidated,
audited balance sheets as of the end of each of the two most recent fiscal
years. If the registrant has been in existence for less than one fiscal
year, there shall be filed an audited balance sheet as of a date within
135 days of the date of filing the registration statement.
b. If
the filing, other than a filing on Form 10-K or Form 10 is made within
45 days after the end of the registrant's fiscal year and audited financial
statements for the most recent fiscal year are not available, the balance
sheets may be as of the end of the two preceding fiscal years and the
filing shall include an additional balance sheet as of an interim date
at least as current as the end of the registrant's third fiscal quarter
of the most recently completed fiscal year.
c.
The above instruction
is also applicable to filings, other than on Form 10-K or Form 10,
made after 45 days but within the number of days of the end of the
registrant's fiscal year specified in paragraph (i) of this section Provided That the
following conditions are met:
1. The
registrant files annual, quarterly and other reports pursuant to
section
13 or 15(d) of the Securities Exchange Act of 1934 and all reports due
have been filed;
2. For
the most recent fiscal year for which audited financial statements are
not yet available the registrant reasonably and in good faith expects
to report income, after taxes but before extraordinary items and cumulative
effect of a change in accounting principle; and
3. For
at least one of the two fiscal years immediately preceding the most recent
fiscal year the registrant reported income, after taxes but before extraordinary
items and cumulative effect of a change in accounting principle.
d. For
filings made after 45 days but within the number of days of the end of
the registrant's fiscal year specified in paragraph (i) of this section
where the above conditions are not met, the filing must include the audited
balance sheets required by the first paragraph of this rule.
e.
For filings made after the number of days specified in
paragraph (i)(2) of this section, the filing
shall also include a balance sheet as of an interim date within the following
number of days of the date of filing:
1.
130 days for large accelerated
filers and accelerated filers (as defined in §240.12b-2 of this chapter);
and
2. 135 days for all other registrants.
i. 129 days subsequent to the end of the
registrant's most recent fiscal year for large accelerated filers
and accelerated filers (as defined in §240.12b-2 of this
chapter); and
ii. 134
days for fiscal years ending on or after December 15, 2005; and subsequent to
the end of the registrant's most recent fiscal year for all other
registrant's.
f. Any
interim balance sheet provided in accordance with the requirements of
this section may be unaudited and need not be presented in greater detail
than is required by Rule 10-01. Notwithstanding
the requirements of this section, the most recent interim balance sheet
included in a filing shall be at least as current as the most recent balance
sheet filed with the Commission on Form 10-Q.
g. For
filings by registered management investment companies, the requirements
of Rule 3-18 shall apply in lieu of the
requirements of this section.
h. Any
foreign private issuer, other than a registered management investment
company or an employee plan, may file the financial statements required
by Item 8.A of Form 20-F in lieu of the financial statements specified
in this rule.
i.
1.
For purposes of
paragraphs (c) and (d)
of this section, the number of days shall be:
i.
60 days for (75 days for fiscal years ending
before December 15, 2006) for large accelerated filers (as defined in §240.12b-2
of this chapter);
ii. 75 days for accelerated filers (as defined in §240.12b-2
of this chapter); and
iii. 90 days for all other registrants.
2.
For purposes of
paragraph (e) of this section, the number
of days shall be:
i.
129 days subsequent to the end of the registrant's
most recent fiscal year for large accelerated filers and accelerated
filers (as defined in §240.12b-2 of this chapter); and
ii. 134
days subsequent to the end of the registrant's most recent fiscal year
for all other registrants.
Regulatory History |
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45 FR 63687, Sept.
25, 1980 46 FR 12491, Feb. 17, 1981
46 FR 36124, July 14, 1981
50 FR 49531, Dec. 3, 1985
56 FR 30053, July 1, 1991
57 FR 36501, Aug. 13, 1992
64 FR 53900, 53909, Oct. 5, 1999 67 FR 58480, 58503, Sept. 16, 2002
68 FR 17880, April 14, 2003
SEC Release 33-8507:
69 FR 68231, Nov. 23, 2004
SEC Release 33-8617: 70 FR 56862 Sept. 29, 2005 (proposed)
SEC Release 33-8644: 70 FR 76642 Dec. 27, 2005 |
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