Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 3-01 -- Consolidated Balance Sheets

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1. 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.
   
   
2. 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.
   
   
3. 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 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 attributable to the registrant, after taxes but before extraordinary items and cumulative effect of a change in accounting principle.
   
   
   
4. 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.
   
   
5. 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 Rule 12b-2 of this chapter) and
      
      
   2. 135 days for all other registrants.
      
      
6. 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 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..
   
   
7. For filings by registered management investment companies, the requirements of Rule 3-18 shall apply in lieu of the requirements of this section.
   
   
8. 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.
   
   
9. 1. For purposes of paragraphs (c) and (d) of this section, the number of days shall be:
      
      
      1. 60 days (75 days for fiscal years ending before December 15, 2006) for large accelerated filers (as defined in Rule 12b-2 of this chapter);
         
         
      2. 75 days for accelerated filers (as defined in Rule 240.12b–2 of this chapter); and
         
         
      3. 90 days for all other registrants.
         
         
   2. For purposes of paragraph (e) of this section, the number of days shall be:
      
      
      1. 129 days subsequent to the end of the registrant’s most recent fiscal year for large accelerated filers and accelerated filers (as defined in Rule 240.12b–2 of this chapter); and
         
         
      2. 134 days subsequent to the end of the registrant’s most recent fiscal year for all other registrants.
         
         

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