General Instructions as to Financial Statements
Source:
Sections 210.3-01 through 210.3-16 appear at 45 FR 63687, Sept. 25, 1980, unless otherwise noted.
Note:
These instructions specify the balance sheets and statements of income and cash flows to be included in disclosure documents prepared in accordance with Regulation S-X. Other portions of Regulation S-X govern the examination, form and content of such financial statements, including the basis of consolidation and the schedules to be filed. The financial statements described below shall be audited unless otherwise indicated.
For filings under the Securities Act of 1933, attention is directed to § 230.411(b) regarding incorporation by reference to financial statements and to section 10(a)(3) of the Act regarding information required in the prospectus.
For filings under the Securities Exchange Act of 1934, attention is directed to § 240.12b-23 regarding incorporation by reference and § 240.12b-36 regarding use of financial statements filed under other acts.
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[45 FR 63687, Sept. 25, 1980, as amended at 57 FR 45292, Oct. 1, 1992]
210.3-01 — Consolidated balance sheets.
(a) There must be filed, for the registrant and its subsidiaries consolidated
and for its predecessors, 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 must 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 instruction in paragraph (b) of this section 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 attributable to the registrant, after taxes; and
(3) For at least one of the two fiscal years immediately preceding the most recent fiscal year the registrant reported income attributable to the registrant, after taxes.
(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 conditions set forth in paragraph (c) of this section are not met, the filing must include the audited balance sheets required by paragraph (a) of this section.
(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.
(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 § 210.10-01. 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 § 210.3-18 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 (§ 249.220 of this chapter) 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 (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.
[45 FR 63687, Sept. 25, 1980, as amended at 46 FR 12491, Feb. 17, 1981; 46
FR 36124, July 14, 1981; 50 FR 49531, Dec. 3, 1985; 56 FR 30053, July 1, 1991; 64 FR
53908, Oct. 5, 1999; 67 FR 58503, Sept. 16, 2002; 68 FR 17880, Apr. 14, 2003; 69 FR 68235,
Nov. 23, 2004; 70 FR 76640, Dec. 27, 2005; 73 FR 952, Jan. 4, 2008; 74 FR 18614, Apr. 23,
2009; 83 FR 50148, Oct. 4, 2018; 89 FR 14158, Feb. 26, 2024]
210.3-02 — Consolidated statements of comprehensive income and cash flows.
(a) There shall be filed, for the registrant and its subsidiaries consolidated and for its predecessors, audited statements of comprehensive income and cash flows for each of the three fiscal years preceding the date of the most recent audited balance sheet being filed or such shorter period as the registrant (including predecessors) has been in existence. A registrant that is an emerging growth company, as defined in § 230.405 of this chapter (Rule 405 of the Securities Act) or § 240.12b-2 of this chapter (Rule 12b-2 of the Exchange Act), may, in a Securities Act registration statement for the initial public offering of the emerging growth company's equity securities, provide audited statements of comprehensive income and cash flows for each of the two fiscal years preceding the date of the most recent audited balance sheet (or such shorter period as the registrant has been in existence).
(b) In addition, for any interim period between the latest audited balance sheet and the date of the most recent interim balance sheet being filed, and for the corresponding period of the preceding fiscal year, statements of comprehensive income and cash flows shall be provided. Such interim financial statements may be unaudited and need not be presented in greater detail than is required by § 210.10-01.
(c) For filings by registered management investment companies, the requirements of § 210.3-18 shall apply in lieu of the requirements of this section.
(d) 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 (§ 249.220 of this chapter) in lieu of the financial statements specified in this rule.
[45 FR 63687, Sept. 25, 1980, as amended at 46 FR 12491, Feb. 17, 1981; 46 FR 36125, July 14, 1981; 50 FR 49531, Dec. 3, 1985; 56 FR 30053, July 1, 1991; 57 FR 45292, Oct. 1, 1992; 64 FR 53908, Oct. 5, 1999; 82 FR 17545, April 12, 2017; 83 FR 50148, Oct. 4, 2018]
210.3-03 — Instructions to statement of comprehensive income requirements.
(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 50148, Oct. 4, 2018]
210.3-04 — Changes in stockholders' equity and noncontrolling interests.
An analysis of the changes in each caption of stockholders' equity and noncontrolling interests presented in the balance sheets shall be given in a note or separate statement. This analysis shall be presented in the form of a reconciliation of the beginning balance to the ending balance for each period for which a statement of comprehensive income is required to be filed with all significant reconciling items described by appropriate captions with contributions from and distributions to owners shown separately. Also, state separately the adjustments to the balance at the beginning of the earliest period presented for items which were retroactively applied to periods prior to that period. With respect to any dividends, state the amount per share and in the aggregate for each class of shares. Provide a separate schedule in the notes to the financial statements that shows the effects of any changes in the registrant's ownership interest in a subsidiary on the equity attributable to the registrant.
[74 FR 18614, Apr. 23, 2009; as amended at 83 FR 50148, Oct. 4, 2018]
210.3-05 — Financial statements of businesses acquired or to be acquired.
Deloitte Guidance and Links
(a) Financial statements required. (1) Financial statements (except
the related schedules specified in § 210.12) prepared and audited in accordance with
Regulation S-X (including the independence standards in § 210.2-01 or, alternatively if the
business is not a registrant, the applicable independence standards) must be filed for the
periods specified in paragraph (b) of this section if any of the following conditions
exist:
(i) During the most recent fiscal year or subsequent interim period for
which a balance sheet is required by § 210.3-01, a business acquisition has occurred; or
(ii) After the date of the most recent balance sheet filed pursuant to
§ 210.3-01, consummation of a business acquisition has occurred or is probable.
(2) For purposes of determining whether the provisions of this section
apply:
(i) The determination of whether a business has been acquired should be made in
accordance with the guidance set forth in § 210.11-01(d); and
(ii) The acquisition of a business encompasses the acquisition of an interest in a business
accounted for by the registrant under the equity method or, in lieu of the equity method,
the fair value option.
(3) Acquisitions of a group of related businesses that are probable or
that have occurred subsequent to the latest fiscal year-end for which audited financial
statements of the registrant have been filed must be treated under this section as if they
are a single business acquisition. The required financial statements of related businesses
may be presented on a combined basis for any periods they are under common control or
management. For purposes of this section, businesses will be deemed to be related if:
(i) They are under common control or management;
(ii) The acquisition of one business is conditional on the acquisition of
each other business; or
(iii) Each acquisition is conditioned on a single common event.
(4) This section does not apply to a real estate operation subject to
§ 210.3-14 or a business which is totally held by the registrant prior to consummation of
the transaction.
(b) Periods to be presented. (1) If registering an offering of
securities to the security holders of the business to be acquired, then the financial
statements specified in §§ 210.3-01 and 210.3-02 must be filed for the business to be
acquired, except as provided otherwise for filings on Form N-14, S-4, or F-4 (§ 239.23,
§ 239.25, or § 239.34 of this chapter). The financial statements covering fiscal years must
be audited except as provided in Item 14 of Schedule 14A (§ 240.14a-101 of this chapter)
with respect to certain proxy statements or in registration statements filed on Forms N-14,
S-4, or F-4 (§ 239.23, § 239.25, or § 239.34 of this chapter).
(2) In all cases not specified in paragraph (b)(1) of this section,
financial statements of the business acquired or to be acquired must be filed for the
periods specified in this paragraph (b)(2) or such shorter period as the business has been
in existence. Determine the periods for which such financial statements are to be filed
using the conditions specified in the definition of significant subsidiary in § 210.1-02(w),
using the lower of the total revenue component or income or loss from continuing operations
component for evaluating the income test condition, as follows:
(i) If none of the conditions exceeds 20 percent, financial statements are
not required.
(ii) If any of the conditions exceeds 20 percent, but none exceed 40
percent, financial statements must be filed for at least the most recent fiscal year and the
most recent interim period specified in §§ 210.3-01 and 210.3-02.
(iii) If any of the conditions exceeds 40 percent, financial statements
must be filed for at least the two most recent fiscal years and any interim periods
specified in §§ 210.3-01 and 210.3-02.
(iv) If the aggregate impact of businesses acquired or to be acquired
since the date of the most recent audited balance sheet filed for the registrant, for which
financial statements are either not required by paragraph (b)(2)(i) of this section or are
not yet required based on paragraph (b)(4)(i) of this section, exceeds 50 percent for any
condition, the registrant must provide the disclosure specified in paragraphs (b)(2)(iv)(A)
and (B) of this section, however in determining the aggregate impact of the investment test
condition also include the aggregate impact calculated in accordance with
§ 210.3-14(b)(2)(ii) of any acquired or to be acquired real estate operations specified in
§ 210.3-14(b)(2)(i)(C). In determining whether the income test condition (i.e. both
the revenue component and the income or loss from continuing operations component) exceeds
50 percent, the businesses specified in this paragraph (b)(2)(iv) reporting losses must be
aggregated separately from those reporting income. If either group exceeds 50 percent,
paragraphs (b)(2)(iv)(A) and (B) of this section will apply to all of the businesses
specified in this paragraph (b)(2)(iv) and will not be limited to either the businesses with
losses or those with income.
(A) Pro forma financial information pursuant to §§ 210.11-01 through 210.11-02 that depicts
the aggregate impact of these acquired or to be acquired businesses and real estate
operations, in all material respects; and
(B) Financial statements covering at least the most recent fiscal year and the most recent
interim period specified in §§ 210.3-01 and 210.3-02 for any acquired or to be acquired
business or real estate operation for which financial statements are not yet required based
on paragraph (b)(4)(i) of this section or § 210.3-14(b)(3)(i).
(3) The determination must be made using § 210.11-01(b)(3) and (4).
(4) Financial statements required for the periods specified in paragraph (b)(2) of this
section may be omitted to the extent specified as follows:
(i) Registration statements not subject to the provisions of § 230.419 of
this chapter and proxy statements need not include separate financial statements of an
acquired or to be acquired business if neither the business nor the aggregate impact
specified in paragraph (b)(2)(iv) of this section exceeds any of the conditions of
significance in the definition of significant subsidiary in § 210.1-02 at the 50 percent
level computed in accordance with paragraph (b)(3) of this section, and either:
(A) The consummation of the acquisition has not yet occurred; or
(B) The date of the final prospectus or prospectus supplement relating to
an offering as filed with the Commission pursuant to § 230.424(b) of this chapter, or
mailing date in the case of a proxy statement, is no more than 74 days after consummation of
the business acquisition, and the financial statements have not previously been filed by the
registrant.
(ii) A registrant, other than a foreign private issuer required to file
reports on Form 6-K (§ 249.306 of this chapter) or a shell company (other than a business
combination related shell company), that omits from its initial registration statement
financial statements of a recently consummated business acquisition pursuant to paragraph
(b)(4)(i) of this section must file those financial statements and any pro forma information
specified by §§ 210.11-01 through 210.11-03 (Article 11) under cover of Form 8-K (§ 249.308
of this chapter) no later than 75 days after consummation of the acquisition. When a
predecessor to a shell company (other than a business combination related shell company)
acquires a business and the financial statements of that recently consummated business are
omitted from a registration statement or proxy statement pursuant to paragraph (b)(4)(i) of
this section, refer to § 210.15-01(d)(2).
(iii) Separate financial statements of the acquired business specified in
paragraph (b)(2)(ii) of this section need not be presented once the operating results of the
acquired business have been reflected in the audited consolidated financial statements of
the registrant for at least nine months. Separate financial statements of the acquired
business specified in paragraph (b)(2)(iii) of this section need not be presented once the
operating results of the acquired business have been reflected in the audited consolidated
financial statements of the registrant for a complete fiscal year.
(iv) A separate audited balance sheet of the acquired business is not required when the
registrant's most recent audited balance sheet required by § 210.3-01 is for a date after
the date the acquisition was consummated.
(c) Financial statements of a foreign business. Financial
statements of an acquired or to be acquired foreign business (as defined in § 210.1-02(l))
meeting the requirements of Item 17 of Form 20-F (§ 249.220f of this chapter) will satisfy
this section. Such financial statements may be reconciled to U.S. Generally Accepted
Accounting Principles (U.S. GAAP) or International Financial Reporting Standards as issued
by the International Accounting Standards Board (IFRS-IASB) if the registrant is a foreign
private issuer that prepares its financial statements in accordance with IFRS-IASB. This
reconciliation must generally follow the form and content requirements in Item 17(c) of Form
20-F; however, accommodations in Item 17(c)(2) of Form 20-F that would be inconsistent with
IFRS-IASB may not be applied, and IFRS 1, First-time Adoption of International Financial
Reporting Standards, may be applied.
(d) Financial statements of an acquired or to be acquired business that would be a
foreign private issuer if it were a registrant. Financial statements of an acquired or
to be acquired business that is not a foreign business (as defined in § 210.1-02(l)), but
would qualify as a foreign private issuer (as defined in §§ 230.405 and 240.3b-4 of this
chapter) if it were a registrant may be prepared in accordance with IFRS-IASB without
reconciliation to U.S. GAAP or, if the registrant is a foreign private issuer that prepares
its financial statements in accordance with IFRS-IASB, may be prepared according to a
comprehensive basis of accounting principles other than U.S. GAAP or IFRS-IASB and must be
reconciled to IFRS-IASB or to U.S. GAAP. This reconciliation must generally follow the form
and content requirements in Item 17(c) of Form 20-F; however, accommodations in Item
17(c)(2) of Form 20-F that would be inconsistent with IFRS-IASB may not be applied, and IFRS
1, First-time Adoption of International Financial Reporting Standards, may be
applied.
(e) Financial statements for net assets that constitute a business. For an
acquisition of net assets that constitutes a business (e.g., an acquired or to be
acquired product line), the financial statements prepared and audited in accordance with
Regulation S-X may be abbreviated financial statements prepared in accordance with paragraph
(e)(2) of this section if the business meets all of the qualifying conditions in paragraph
(e)(1) of this section.
(1) Qualifying conditions. (i) The total assets and total revenues (both after
intercompany eliminations) of the acquired or to be acquired business constitute 20 percent
or less of such corresponding amounts of the seller and its subsidiaries consolidated as of
and for the most recently completed fiscal year.
(ii) Separate financial statements for the business have not previously been prepared;
(iii) The acquired business was not a separate entity, subsidiary, operating segment (as
defined in U.S. GAAP or IFRS-IASB, as applicable) or division during the periods for which
the acquired business financial statements would be required; and
(iv) The seller has not maintained the distinct and separate accounts necessary to present
financial statements that, absent this paragraph (e), would satisfy the requirements of this
section and it is impracticable to prepare such financial statements.
(2) Presentation requirements. (i) The balance sheet may be a statement of assets
acquired and liabilities assumed;
(ii) The statement of comprehensive income must include expenses incurred by or on behalf
of the acquired business during the pre-acquisition financial statement periods to be
presented including, but not limited to, costs of sales or services, selling, distribution,
marketing, general and administrative, depreciation and amortization, and research and
development, but may otherwise omit corporate overhead expense, interest expense for debt
that will not be assumed by the registrant or its subsidiaries consolidated, and income tax
expense. The title of the statement of comprehensive income must be appropriately modified
to indicate it omits certain expenses; and
(iii) The notes to the financial statements must include:
(A) A description of the type of omitted expenses and the reason(s) why they are excluded
from the financial statements.
(B) An explanation of the impracticability of preparing financial statements that include
the omitted expenses.
(C) A description of how the financial statements presented are not indicative of the
financial condition or results of operations of the acquired business going forward because
of the omitted expenses.
(D) Information about the business's operating, investing and financing cash flows, to the
extent available.
(f) Financial statements of a business that includes oil and gas producing
activities. (1) Disclosures about oil and gas producing activities must be provided
for each full year of operations presented for an acquired or to be acquired business that
includes significant oil- and gas-producing activities (as defined in the FASB ASC Master
Glossary). The financial statements may present the disclosures in FASB ASC Topic 932
Extractive Activities—Oil and Gas, 932-235-50-3 through 50-11 and 932-235-50-29
through 50-36 as unaudited supplemental information. If prior year reserve studies were not
made, they may be computed using only production and new discovery quantities and valuation,
in which case there will be no “revision of prior estimates” amounts. Registrants may
develop these disclosures based on a reserve study for the most recent year, computing the
changes backward. The method of computation must be disclosed in a footnote.
(2) The financial statements prepared and audited in accordance with Regulation S-X may
consist of only statements of revenues and expenses that exclude expenses not comparable to
the proposed future operations such as depreciation, depletion and amortization, corporate
overhead, income taxes, and interest for debt that will not be assumed by the registrant or
its subsidiaries consolidated if:
(i) The acquisition generates substantially all of its revenues from oil and gas
producing activities (as defined in § 210.4-10(a)(16)); and
(ii) The qualifying conditions specified in paragraph (e)(1) of this section
are met.
(3) If the financial statements are presented in accordance with paragraph (f)(2) of this
section, the disclosures specified in paragraph (e)(2)(iii) of this section must be
provided.
[47 FR 29836, July 9, 1982, as amended at 50 FR 49532, Dec. 3,
1985; 51 FR 42056, Nov. 20, 1986; 59 FR 65636, Dec. 20, 1994; 61 FR 54514, Oct. 18, 1996;
73 FR 952, Jan. 4, 2008; 74 FR 18614, Apr. 23, 2009; 83 FR 31992, July 10, 2018; 83 FR
50148, Oct. 4, 2018; 85 FR 54002, Aug. 31, 2020; 89 FR 14158, Feb. 26, 2024]
210.3-06 — Financial statements covering a period of nine to twelve months.
(a) Except with respect to registered investment companies, the filing of
financial statements covering a period of 9 to 12 months will be deemed to satisfy a
requirement for filing financial statements for a period of 1 year where:
(1) The issuer has changed its fiscal year;
(2) The issuer has made a significant business acquisition for which financial
statements are required under § 210.3-05, § 210.3-14, § 210.8-04, or § 210.8-06 and the
financial statements covering the interim period pertain to the business being acquired;
or
(3) The Commission so permits pursuant to § 210.3-13 or § 210.8-01(e).
(b) Where there is a requirement for filing financial statements for a time
period exceeding one year but not exceeding three consecutive years (with not more than 12
months included in any period reported upon), the filing of financial statements covering a
period of 9 to 12 months will satisfy a filing requirement of financial statements for one
year of that time period only if the conditions described in paragraph (a)(1), (2), or (3)
of this section exist and financial statements are filed that cover the full fiscal year or
years for all other years in the time period.
[54 FR 10315, Mar. 13, 1989; as amended at 85 FR 54002, Aug. 31,
2020]
210.3-07 — 210.3-08 — [Reserved]
210.3-09 — Separate financial statements of subsidiaries not consolidated and 50 percent or less owned persons.
Deloitte Guidance and Links
(a) If any of the conditions set forth in § 210.1-02(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 must be filed. Similarly, if
either the first or third condition set forth in § 210.1-02(w)(1), 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 must 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 §§ 210.3-01 and 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 § 210.1-02(w), substituting 20 percent for 10 percent, is met. For purposes of a filing on Form 10-K (§ 249.310 of this chapter):
(1) If the registrant is an accelerated filer (as defined in § 240.12b-2 of this chapter) 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 registrants.
(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 (§ 249.220f of this chapter) will satisfy this section.
[46 FR 56179, Nov. 16, 1981, as amended at 47 FR 29837, July 9, 1982; 57 FR
45292, Oct. 1, 1992; 59 FR 65636, Dec. 20, 1994; 67 FR 58504, Sept. 16, 2002; 69 FR 68235,
Nov. 23, 2004; 70 FR 76640, Dec. 27, 2005; 85 FR 54002, Aug. 31, 2020]
210.3-10 — Financial statements of guarantors and issuers of guaranteed securities registered or being registered.
(a) If an issuer or guarantor of a guaranteed security that is registered or
being registered is required to file financial statements required by Regulation S-X with
respect to the guarantee or guaranteed security, such financial statements may be omitted if
the issuer or guarantor is a consolidated subsidiary of the parent company, the parent
company's consolidated financial statements have been filed, and the conditions in
paragraphs (a)(1) and (2) of this section have been met:
(1) The guaranteed security is debt or debt-like; and
(i) The parent company issues the security or co-issues the security, jointly and
severally, with one or more of its consolidated subsidiaries; or
(ii) A consolidated subsidiary issues the security or co-issues the security with one or
more other consolidated subsidiaries of the parent company, and the security is guaranteed
fully and unconditionally by the parent company; and
(2) The parent company provides the disclosures specified in § 210.13-01.
(b) For the purposes of this section and § 210.13-01:
(1) The “parent company” is the entity that:
(i) Is an issuer or guarantor of the guaranteed security;
(ii) Is, or as a result of the subject Securities Act registration statement will be, an
Exchange Act reporting company; and
(iii) Consolidates each subsidiary issuer and/or subsidiary guarantor of the guaranteed
security in its consolidated financial statements.
(2) A security is “debt or debt-like” if it has the following characteristics:
(i) The issuer has a contractual obligation to pay a fixed sum at a fixed time; and
(ii) Where the obligation to make such payments is cumulative, a set amount of interest
must be paid.
Note 1 to paragraph (b)(2). Where paragraphs (b), (c), (d),
(e) and (f) of this section specify the filing of financial statements of the
parent company, the financial statements of an entity that is not an issuer or
guarantor of the registered security cannot be substituted for those of the
parent company.
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Note 2 to paragraph (b)(2). The phrase “set amount of interest” is not
intended to mean “fixed amount of interest.” Floating and adjustable rate
securities, as well as indexed securities, may meet the criteria specified in
paragraph (b)(2)(ii) of this section as long as the payment obligation is set in
the debt instrument and can be determined from objective indices or other
factors that are outside the discretion of the obligor.
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(3) A guarantee is “full and unconditional,” if, when an issuer of a guaranteed
security has failed to make a scheduled payment, the guarantor is obligated to make the
scheduled payment immediately and, if it does not, any holder of the guaranteed security may
immediately bring suit directly against the guarantor for payment of all amounts due and
payable.
[65 FR 51707, Aug. 24, 2000, as amended at 73 FR 952, Jan. 4, 2008; 73 FR
1009, Jan. 4, 2008; 74 FR 18615, Apr. 23, 2009; 85 FR 21940, April 20, 2020]
210.3-11 — Financial statements of an inactive registrant.
If a registrant is an inactive entity as defined below, the financial statements required by this regulation for purposes of reports pursuant to the Securities Exchange Act of 1934 may be unaudited. An inactive entity is one meeting all of the following conditions:
(a) Gross receipts from all sources for the fiscal year are not in excess of $100,000;
(b) The registrant has not purchased or sold any of its own stock, granted options therefor, or levied assessments upon outstanding stock,
(c) Expenditures for all purposes for the fiscal year are not in excess of $100,000;
(d) No material change in the business has occurred during the fiscal year, including any bankruptcy, reorganization, readjustment or succession or any material acquisition or disposition of plants, mines, mining equipment, mine rights or leases; and
(e) No exchange upon which the shares are listed, or governmental authority having jurisdiction, requires the furnishing to it or the publication of audited financial statements.
210.3-12 — Age of financial statements at effective date of registration statement or at mailing date of proxy statement.
(a) If the financial statements in a filing are as of a date the number of days specified in paragraph (g) of this section or more before the date the filing is expected to become effective, or proposed mailing date in the case of a proxy statement, the financial statements shall be updated, except as specified in the following paragraphs, with a balance sheet as of an interim date within the number of days specified in paragraph (g) of this section and with statements of comprehensive income and cash flows for the interim period between the end of the most recent fiscal year and the date of the interim balance sheet provided and for the corresponding period of the preceding fiscal year. Such interim financial statements may be unaudited and need not be presented in greater detail than is required by § 210.10-01. Notwithstanding the above requirements, the most recent interim financial statements shall be at least as current as the most recent financial statements filed with the Commission on Form 10-Q.
(b) Where the anticipated effective date of a filing, or in the case of a proxy statement the proposed mailing date, falls within the number of days subsequent to the end of the fiscal year specified in paragraph (g) of this section, the filing need not include financial statements more current than as of the end of the third fiscal quarter of the most recently completed fiscal year unless the audited financial statements for such fiscal year are available or unless the anticipated effective date or proposed mailing date falls after 45 days subsequent to the end of the fiscal year and the registrant does not meet the conditions prescribed under paragraph (c) of § 210.3-01. If the anticipated effective date or proposed mailing date falls after 45 days subsequent to the end of the fiscal year and the registrant does not meet the conditions prescribed under paragraph (c) of § 210.3-01, the filing must include audited financial statements for the most recently completed fiscal year.
(c) Where a filing is made near the end of a fiscal year and audited financial statements for that fiscal year are not included in the filing, the filing shall be updated with such audited financial statements if they become available prior to the anticipated effective date, or proposed mailing date in the case of a proxy statement.
(d) The age of the registrant's most recent audited financial statements included in a registration statement filed under the Securities Act of 1933 or filed on Form 10 (17 CFR 249.210) under the Securities Exchange Act of 1934 shall not be more than one year and 45 days old at the date the registration statement becomes effective if the registration statement relates to the security of an issuer that was not subject, immediately before the time of filing the registration statement, to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934.
(e) For filings by registered management investment companies, the requirements of § 210.3-18 shall apply in lieu of the requirements of this section.
(f) Any foreign private issuer may file financial statements whose age is specified in Item 8.A of Form 20-F (§ 249.220f of this chapter). Financial statements of a foreign business which are furnished pursuant to § 210.3-05 or § 210.3-09 because it is an acquired business or a 50 percent or less owned person may be of the age specified in Item 8.A of Form 20-F.
(g)(1) For purposes of paragraph (a) of this section, the number of days shall be:
(i) 130 days for large accelerated filers and accelerated filers (as defined in § 240.12b-2 of this chapter); and
(ii) 135 days for all other registrants.
(2) For purposes of paragraph (b) of this section, the number of days shall be:
(i) 60 days (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.
[45 FR 62687, Sept. 25, 1980; as amended at 83 FR 50148, Oct. 4, 2018]
Editorial Note:
For Federal Register citations affecting § 210.3-12, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and at www.fdsys.gov.
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210.3-13 — Filing of other financial statements in certain cases.
The Commission may, upon the informal written request of the registrant, and where consistent with the protection of investors, permit the omission of one or more of the financial statements herein required or the filing in substitution therefor of appropriate statements of comparable character. The Commission may also by informal written notice require the filing of other financial statements in addition to, or in substitution for, the statements herein required in any case where such statements are necessary or appropriate for an adequate presentation of the financial condition of any person whose financial statements are required, or whose statements are otherwise necessary for the protection of investors.
210.3-14 — Special instructions for financial statements of real estate operations acquired or to be acquired.
(a) Financial statements required. (1) Financial statements (except the
related schedules specified in § 210.12) prepared and audited in accordance with Regulation
S-X (including the independence standards in § 210.2-01 or, alternatively if the real estate
operation is not a registrant, the applicable independence standards) for the periods
specified in paragraph (b) of this section and the supplemental information specified in
paragraph (f) of this section must be filed if any of the following conditions exist:
(i) During the most recent fiscal year or subsequent interim period for which a
balance sheet is required by § 210.3-01, an acquisition of a real estate operation has
occurred; or
(ii) After the date of the most recent balance sheet filed pursuant to
§ 210.3-01, consummation of an acquisition of a real estate operation has occurred or is
probable.
(2) For purposes of determining whether the provisions of this section
apply:
(i) The term real estate operation means a business (as set forth in
§ 210.11-01(d)) that generates substantially all of its revenues through the leasing of real
property.
(ii) The acquisition of a real estate operation encompasses the acquisition of an interest
in a real estate operation accounted for by the registrant under the equity method or, in
lieu of the equity method, the fair value option.
(3) Acquisitions of a group of related real estate operations that are probable or that
have occurred subsequent to the latest fiscal year-end for which audited financial
statements of the registrant have been filed will be treated under this section as if they
are a single acquisition. The required financial statements may be presented on a combined
basis for any periods they are under common control or management. For purposes of this
section, acquisitions will be deemed to be related if:
(i) They are under common control or management;
(ii) The acquisition of one real estate operation is conditional on the acquisition of each
other real estate operation; or
(iii) Each acquisition is conditioned on a single common event.
(4) This section does not apply to a real estate operation that is totally held
by the registrant prior to consummation of the transaction.
(b) Periods to be presented. (1) If registering an offering of
securities to the security holders of the real estate operation to be acquired, then the
financial statements specified in paragraph (c) of this section and the supplemental
information specified in paragraph (f) of this section must be filed for the real estate
operation to be acquired for the periods specified in §§ 210.3-01 and 210.3-02, except as
provided otherwise for filings on Form S-4 or F-4 (§ 239.25 or § 239.34 of this chapter).
The financial statements covering fiscal years must be audited except as provided in Item 14
of Schedule 14A (§ 240.14a-101 of this chapter) with respect to certain proxy statements or
in registration statements filed on Form S-4 or F-4 (§ 239.25 or § 239.34 of this
chapter).
(2) In all cases not specified in paragraph (b)(1) of this section, financial
statements of the real estate operation acquired or to be acquired must be filed for the
periods specified in this paragraph (b)(2) or such shorter period as the real estate
operation has been in existence. The periods for which such financial statements are to be
filed must be determined using the investment test condition specified in the definition of
significant subsidiary in § 210.1-02(w)(1)(i) modified as follows:
(i)(A) If the condition does not exceed 20 percent, financial statements are
not required.
(B) If the condition exceeds 20 percent, financial statements of the real
estate operation for at least the most recent fiscal year and the most recent interim period
specified in §§ 210.3-01 and 210.3-02 must be filed.
(C) If the aggregate impact of acquired or to be acquired real estate
operations since the date of the most recent audited balance sheet filed for the registrant,
for which financial statements are either not required by paragraph (b)(2)(i)(A) of this
section or are not yet required based on paragraph (b)(3)(i) of this section, exceeds 50
percent, the registrant must provide the disclosures specified in paragraphs
(b)(2)(i)(C)(1) and (b)(2)(i)(C)(2) of this section. If there are also
businesses acquired or to be acquired as described in § 210.3-05(b)(2)(iv), the requirements
in § 210.3-05(b)(2)(iv) will apply instead.
(1) Pro forma financial information pursuant to §§ 210.11-01 through
210.11-02 that depicts the aggregate impact of these acquired or to be acquired real estate
operations in all material respects; and
(2) Financial statements covering at least the most recent fiscal year
and the most recent interim period specified in §§ 210.3-01 and 210.3-02 for any acquired or
to be acquired real estate operation for which financial statements are not yet required
based on paragraph (b)(3)(i) of this section.
(ii) When the investment test is based on the total assets of the registrant
and its subsidiaries consolidated, include any assumed debt secured by the real properties
in the “investments in” the tested real estate operation.
(iii) The determination must be made using § 210.11-01(b)(3) and (4).
(3) Financial statements required for the periods specified in paragraph (b)(2)
of this section may be omitted to the extent specified as follows:
(i) Registration statements not subject to the provisions of § 230.419 of this
chapter and proxy statements need not include separate financial statements of the acquired
or to be acquired real estate operation if neither the real estate operation nor the
aggregate impact specified in paragraph (b)(2)(i)(C) of this section exceeds the condition
of significance in the definition of significant subsidiary in § 210.1-02(w)(1)(i), as
modified by paragraphs (b)(2)(ii) and (iii) of this section, at the 50 percent level
computed in accordance with paragraph (b)(2) of this section, and either:
(A) The consummation of the acquisition has not yet occurred; or
(B) The date of the final prospectus or prospectus supplement relating to an
offering as filed with the Commission pursuant to § 230.424(b) of this chapter, or mailing
date in the case of a proxy statement, is no more than 74 days after consummation of the
acquisition of the real estate operation, and the financial statements have not previously
been filed by the registrant.
(ii) A registrant, other than a foreign private issuer required to file reports
on Form 6-K (§ 249.306 of this chapter) or shell company (other than a business combination
related shell company), that omits from its initial registration statement financial
statements of a recently consummated acquisition of a real estate operation pursuant to
paragraph (b)(3)(i) of this section must file those financial statements and any pro forma
information specified by §§ 210.11-01 through 210.11-03 (Article 11) under cover of Form 8-K
(§ 249.308 of this chapter) no later than 75 days after consummation of the acquisition.
When a predecessor to a shell company (other than a business combination related shell
company) acquires a real estate operation and the financial statements of that recently
consummated acquisition of a real estate operation are omitted from a registration statement
or proxy statement pursuant to paragraph (b)(3)(i) of this section, refer to
§ 210.15-01(d)(2).
(iii) Separate financial statements of the acquired real estate operation
specified in paragraph (b)(2)(i)(B) of this section need not be presented once the operating
results of the acquired real estate operation have been reflected in the audited
consolidated financial statements of the registrant for at least nine months.
(c) Presentation of the financial statements. (1) The financial
statements prepared and audited in accordance with Regulation S-X may be only statements of
revenues and expenses excluding expenses not comparable to the proposed future operations
such as mortgage interest, leasehold rental, depreciation, amortization, corporate overhead
and income taxes.
(2) The notes to the financial statements must include the following
disclosures:
(i) The type of omitted expenses and the reason(s) why they are excluded from
the financial statements;
(ii) A description of how the financial statements presented are not indicative
of the results of operations of the acquired real estate operation going forward because of
the omitted expenses; and
(iii) Information about the real estate operation's operating, investing and
financing cash flows, to the extent available.
(d) Financial statements of a foreign real estate operation. Financial
statements of an acquired or to be acquired foreign business (as defined in § 210.1-02(l))
that is a real estate operation, specified in paragraph (c) of this section and meeting the
requirements of Item 17 of Form 20-F (§ 249.220f of this chapter), will satisfy this
section. Such financial statements may be reconciled to U.S. Generally Accepted Accounting
Principles (U.S. GAAP) or International Financial Reporting Standards as issued by the
International Accounting Standards Board (IFRS-IASB) if the registrant is a foreign private
issuer that prepares its financial statements in accordance with IFRS-IASB. This
reconciliation must generally follow the form and content requirements in Item 17(c) of Form
20-F; however, accommodations in Item 17(c)(2) of Form 20-F that would be inconsistent with
IFRS-IASB may not be applied, and IFRS 1, First-time Adoption of International Financial
Reporting Standards, may be applied.
(e) Financial statements of an acquired or to be acquired real estate
operation that would be a foreign private issuer if it were a registrant. Financial
statements of an acquired or to be acquired real estate operation that is not a foreign
business (as defined in § 210.1-02(l)), but would qualify as a foreign private issuer (as
defined in §§ 230.405 and 240.3b-4 of this chapter) if it were a registrant, may be prepared
in accordance with IFRS-IASB without reconciliation to U.S. GAAP or, if the registrant is a
foreign private issuer that prepares its financial statements in accordance with IFRS-IASB,
may be prepared according to a comprehensive basis of accounting principles other than U.S.
GAAP or IFRS-IASB and must be reconciled to IFRS-IASB or to U.S. GAAP. This reconciliation
must generally follow the form and content requirements in Item 17(c) of Form 20-F; however,
accommodations in Item 17(c)(2) of Form 20-F that would be inconsistent with IFRS-IASB may
not be applied, and IFRS 1, First-time Adoption of International Financial Reporting
Standards, may be applied.
(f) Supplemental information. For each real estate operation for which
financial statements are required to be filed by paragraphs (b)(2)(i)(B) and
(b)(2)(i)(C)(2) of this section, material factors considered by the registrant in
assessing the real estate operation must be described with specificity in the filing,
including sources of revenue (including, but not limited to, competition in the rental
market, comparative rents, and occupancy rates) and expense (including, but not limited to,
utility rates, property tax rates, maintenance expenses, and capital improvements
anticipated). The disclosure must also indicate that the registrant is not aware of any
other material factors relating to the specific real estate operation that would cause the
reported financial statements not to be indicative of future operating results.
Instruction 1 to paragraph (f): When the financial statements are
presented in Form S-11 (§ 239.18 of this chapter), the discussion of material factors
considered should supplement the disclosures required by Item 15 of Form S-11.
[45 FR 63687, Sept. 25, 1980, as amended at 47 FR 25122, June 10, 1982; 73
FR 953, Jan. 4, 2008; 83 FR 50148, Oct. 4, 2018; 85 FR 54002, Aug. 31, 2020; 89 FR 14158,
Feb. 26, 2024]
210.3-15 — Special provisions as to real estate investment trusts.
(a) [Removed and reserved]
(b) [Removed and reserved]
(c) The tax status of distributions per unit shall be stated (e.g., ordinary income, capital gain, return of capital).
[45 FR 63687, Sept. 25, 1980, as amended at 50 FR 49532, Dec. 3, 1985; 83 FR 50148, Oct. 4, 2018]
210.3-16 — Financial statements of affiliates whose securities collateralize an issue registered or being registered.
The requirements of this section shall apply to each registered security
issued and outstanding before January 4, 2021, unless the requirements of § 210.13-02
apply.
(a) For each of the registrant's affiliates whose securities constitute a substantial portion of the collateral for any class of securities registered or being registered, there shall be filed the financial statements that would be required if the affiliate were a registrant and required to file financial statements. However, financial statements need not be filed pursuant to this section for any person whose statements are otherwise separately included in the filing on an individual basis or on a basis consolidated with its subsidiaries.
(b) For the purposes of this section, securities of a person shall be deemed to constitute a substantial portion of collateral if the aggregate principal amount, par value, or book value of the securities as carried by the registrant, or the market value of such securities, whichever is the greatest, equals 20 percent or more of the principal amount of the secured class of securities.
[65 FR 51710, Aug. 24, 2000; as amended at 85 FR 21940, April 20,
2020]
210.3-17 — Financial statements of natural persons.
(a) In lieu of the financial statements otherwise required, a natural person may file an unaudited balance sheet as of a date within 90 days of date of filing and unaudited statements of comprehensive income for each of the three most recent fiscal years.
(b) Financial statements conforming with the instructions as to financial statements of subsidiaries not consolidated and 50 percent or less owned persons under § 210.3-09(a) shall be separately presented for: (1) Each business owned as a sole proprietor, (2) each partnership, business trust, unincorporated association, or similar business organization of which the person holds a controlling interest and (3) each corporation of which the person, directly or indirectly, owns securities representing more than 50 percent of the voting power.
(c) Separate financial statements may be omitted, however, for each corporation, business trust, unincorporated association, or similar business organization if the person's total investment in such entity does not exceed 5 percent of his total assets and the person's total income from such entity does not exceed 5 percent of his gross income; Provided, that the person's aggregate investment in and income from all such omitted entities shall not exceed 15 percent of his total assets and gross income, respectively.
[46 FR 12491, Feb. 17, 1981, as amended at 50 FR 25215, June 18, 1985; 83 FR 50148, Oct. 4, 2018]
210.3-18 — Special provisions as to registered management investment companies and companies required to be registered as management investment companies.
(a) For filings by registered management investment companies, the following financial statements shall be filed:
(1) An audited balance sheet or statement of assets and liabilities as of the end of the most recent fiscal year;
(2) An audited statement of operations for the most recent fiscal year conforming to the requirements of § 210.6-07.
(3) An audited statement of cash flows for the most recent fiscal year if necessary to comply with generally accepted accounting principles. (Further references in this rule to the requirement for such statement are likewise applicable only to the extent that they are consistent with the requirements of generally accepted accounting principles.)
(4) Audited statements of changes in net assets conforming to the requirements of § 210.6-09 for the two most recent fiscal years.
(b) If the filing is made within 60 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 sheet or statement of assets and liabilities may be as of the end of the preceding fiscal year and the filing shall include an additional balance sheet or statement of assets and liabilities as of an interim date within 245 days of the date of filing. In addition, the statements of operations and cash flows (if required by generally accepted accounting principles) shall be provided for the preceding fiscal year and the statement of changes in net assets shall be provided for the two preceding fiscal years and each of the statements shall be provided for the interim period between the end of the preceding fiscal year and the date of the most recent balance sheet or statement of assets and liabilities being filed. Financial statements for the corresponding period of the preceding fiscal year need not be provided.
(c) If the most current balance sheet or statement of assets and liabilities in a filing is as of a date 245 days or more prior to the date the filing is expected to become effective, the financial statements shall be updated with a balance sheet or statement of assets and liabilities as of an interim date within 245 days. In addition, the statements of operations, cash flows, and changes in net assets shall be provided for the interim period between the end of the most recent fiscal year for which a balance sheet or statement of assets and liabilities is presented and the date of the most recent interim balance sheet or statement of assets and liabilities filed.
(d) Interim financial statements provided in accordance with these requirements
may be unaudited but shall be presented in the same detail as required by §§ 210.6-01 to
210.6-11. When unaudited financial statements are presented in a registration statement,
they shall include the statement required by § 210.3-03(d).
[46 FR 36125, July 14, 1981; 46 FR 46795, Sept. 22, 1981, as amended at 47
FR 29837, July 9, 1982; 47 FR 56838, Dec. 21, 1982; 57 FR 45292, Oct. 1, 1992; 76 FR
71875, Nov. 21, 2011; 85 FR 54002, Aug. 31, 2020]
210.3-19 — [Reserved]
210.3-20 — Currency for financial statements.
(a)(1) A foreign private issuer, as defined in § 230.405 of this chapter, shall state amounts in its primary financial statements in the currency which it deems appropriate.
(2) An issuer that is not a foreign private issuer shall present its financial statements in U.S. dollars.
(b)(1) The currency in which amounts in the financial statements are stated shall be disclosed prominently on the face of the financial statements. If dividends on publicly-held equity securities will be declared in a currency other than the reporting currency, a note to the financial statements shall identify that currency. If there are material exchange restrictions or controls relating to the issuer's reporting currency, the currency of the issuer's domicile, or the currency in which the issuer will pay dividends, prominent disclosure of this fact shall be made in the financial statements. If the reporting currency is not the U.S. dollar, dollar-equivalent financial statements or convenience translations shall not be presented, except a translation may be presented of the most recent fiscal year and any subsequent interim period presented using the exchange rate as of the most recent balance sheet included in the filing, except that a rate as of the most recent practicable date shall be used if materially different.
(2) If there are material exchange restrictions or controls relating to the currency of a subsidiary's domicile, the currency held by a subsidiary, or the currency in which a subsidiary will pay dividends or transfer funds to the issuer or other subsidiaries, prominent disclosure of this fact shall be made in the financial statements.
(c) If the financial statements of a foreign private issuer are stated in a currency of a country that has experienced cumulative inflationary effects exceeding a total of 100 percent over the most recent three year period, and have not been recast or otherwise supplemented to include information on a historical cost/constant currency or current cost basis prescribed or permitted by appropriate authoritative standards, the issuer shall present supplementary information to quantify the effects of changing prices upon its financial position and results of operations.
(d) Notwithstanding the currency used for reporting purposes, the issuer shall measure separately its own transactions, and those of each of its material operations (e.g., branches, divisions, subsidiaries, joint ventures, and similar entities) that is included in the issuer's consolidated financial statements and not located in a hyperinflationary environment, using the particular currency of the primary economic environment in which the issuer or the operation conducts its business. Assets and liabilities so determined shall be translated into the reporting currency at the exchange rate at the balance sheet date; all revenues, expenses, gains, and losses shall be translated at the exchange rate existing at the time of the transaction or, if appropriate, a weighted average of the exchange rates during the period; and all translation effects of exchange rate changes shall be included as a separate component (“cumulative translation adjustment”) of shareholder's equity. For purposes of this paragraph, the currency of an operation's primary economic environment is normally the currency in which cash is primarily generated and expended; a hyperinflationary environment is one that has cumulative inflation of approximately 100% or more over the most recent three year period. Departures from the methodology presented in this paragraph shall be quantified pursuant to Item 17(c)(2) of Form 20-F (§ 249.220f of this chapter).
(e) The issuer shall state its primary financial statements in the same currency for all periods for which financial information is presented. If the financial statements are stated in a currency that is different from that used in financial statements previously filed with the Commission, the issuer shall recast its financial statements as if the newly adopted currency had been used since at least the earliest period presented in the filing. The decision to change and the reason for the change in the reporting currency shall be disclosed in a note to the financial statements in the period in which the change occurs.
[59 FR 65631, Dec. 20, 1994, as amended at 64 FR 53908, Oct. 5, 1999; 83 FR 50148, Oct. 4, 2018]