Regulation S-X

Rule 3-09
Separate Financial Statements of Subsidiaries Not Consolidated
and
50 Percent or Less Owned Persons
a. If
any of the conditions set forth in
Rule 1-02(w),
substituting 20 percent for 10 percent in the tests used therein to determine
a significant subsidiary, are met for a majority-owned subsidiary not
consolidated by the registrant or by a subsidiary of the registrant, separate
financial statements of such subsidiary shall be filed. Similarly, if
either the first or
third condition set forth in
Rule 1-02(w), substituting
20 percent for 10 percent, is met by a 50 percent or less owned person
accounted for by the equity method either by the registrant or a subsidiary
of the registrant, separate financial statements of such 50 percent or
less owned person shall be filed.
b.
Insofar as practicable,
the separate financial statements required by this section shall be as
of the same dates and for the same periods as the audited consolidated
financial statements required by Rule 3-01 and
Rule 3-02. However, these separate financial statements
are required to be audited only for those fiscal years in which either
the first or
third condition set forth in
Rule 1-02(w), substituting 20
percent for 10 percent, is met. For purposes of a filing on Form 10-K:
1. If
the registrant is an accelerated filer (as defined in
Rule
12b-2) but the 50 percent or less owned person is not an accelerated
filer, the required financial statements may be filed as an amendment
to the report within 90 days, or within six months if the 50 percent or
less owned person is a foreign business, after the end of the registrant's
fiscal year.
2. If
the fiscal year of any 50 percent or less owned person ends within the
registrant's number of filing days before the date of the filing,
or if the fiscal year ends after the date of the filing, the required
financial statements may be filed as an amendment to the report within
the subsidiary's number of filing days, or within six months if
the 50 percent or less owned person is a foreign business, after the end
of such subsidiary's or person's fiscal year.
3.
The term registrant's
number of filing days means:
i.
60 days (75 days for fiscal years ending before
December 15, 2006) if the registrant is a large accelerated
filer;
ii. 75 days if the registrant is an accelerated
filer; and
iii. 90 days for all other registrant's.
4.
The term subsidiary's
number of filing days means:
i.
60 days (75 days for fiscal years ending before
December 15, 2006) if the 50 percent or less owned person is a large
accelerated filer;
ii. 75 days if
the 50 percent or less owned person is an accelerated filer; and
iii. 90 days for all other 50 percent or less owned persons.
c. Notwithstanding
the requirements for separate financial statements in paragraph (a) of
this section, where financial statements of two or more majority-owned
subsidiaries not consolidated are required, combined or consolidated statements
of such subsidiaries may be filed subject to principles of inclusion and
exclusion which clearly exhibit the financial position, cash flows and
results of operations of the combined or consolidated group. Similarly,
where financial statements of two or more 50 percent or less owned persons
are required, combined or consolidated statements of such persons may
be filed subject to the same principles of inclusion or exclusion referred
to above.
d. If
the 50 percent or less owned person is a foreign business, financial statements
of the business meeting the requirements of Item 17 of Form 20-F will
satisfy this section.
Regulatory History |
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46 FR 56179, Nov.
16, 1981 47 FR 29837 July 9, 1982
57 FR 45292 Oct. 1, 1992 59 FR 65636 Dec. 20, 1994 67 FR 58480 58504, Sept. 16, 2002
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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