: The timing guidance discussed in SEC 4520.24
relates only to Form 10-K
. See SEC 4520.905
for information relating to registration statements and proxy statements.]
provides a limited grace period for filing the separate financial statements of an equity-method investee in connection with the investor's Form 10-K
. The registrant may initially file its Form 10-K
without the investee's separate financial statements and then file the investee's separate financial statements by an amendment to the Form 10-K
before the end of the grace period described below.
Under the S-X 3-09
grace period, the registrant is required to file the investee's separate financial statements within the following number of days after the investee's year end:
- 60 days if the investee is a large accelerated filer, except investees that are foreign businesses
- 75 days if the investee is an accelerated filer, except investees that are foreign businesses
- 90 days for all other investees, except investees that are foreign businesses
- six months for investees that are foreign businesses.
For example, assume a calendar year-end registrant, an accelerated filer, has two equity-method investees that are not foreign businesses, not large accelerated filers, and not accelerated filers. Investee A has a January 31 fiscal year-end and Investee B has an April 30 fiscal year-end.
In this fact pattern, the pertinent filing dates are as follows:
- The registrant's December 31, 2022 Form 10-K
would be due by March 16, 2023 (the 75th day after December 31, 2022).
- The registrant would file Investee A's financial statements no later than May 1, 2023 (the 90th day after January 31, 2023).
- The registrant would file Investee B's financial statements no later than July 31, 2023 (because the 90th day after April 30, 2023, July 29, 2023, is a Saturday).
Regardless of the registrant's accelerated filer status, the financial statements of both equity-method investees may be filed by an amendment to the Form 10-K
within the due dates based on the investees' filer status, as noted above.
: S-X 3-09(b)(1)
provides an accommodation for filing the financial statements of the investee where the registrant is an accelerated filer and the equity-method investee is not an accelerated filer. The SEC staff has indicated that it will provide an accommodation in all situations where the registrant is subject to shorter deadlines than the other entity. Therefore, under S-X 3-09(b)(1)
, the reference to the registrant as an "accelerated filer" should be interpreted to include both accelerated filers and large accelerated filers, and the reference to the other entity as "not an accelerated filer" should be interpreted to include investees that are accelerated filers when the registrant is a large accelerated filer. See S-X 3-09(b)
and SEC FRM 2405.8