1220.1 General Rule
(Last updated: 9/30/2011)

Latest balance sheet must be as of a date no more than 134 days for non-accelerated filers (or 129 days for accelerated and large accelerated filers) before the effective date of the registration statement (or date the proxy statement is mailed). See Section 1340 for summary of accelerated filer rule.

Example: A Form S-1 of a non-accelerated filer with an audited March 31st balance sheet (March year-end) cannot be declared effective after August 12th without updating.

1220.2 Rule for Initial Filers

The balance sheet date in an initial registration statement must not be more than 134 days old, except that third quarter data is timely through the 45th day after the most recent fiscal year-end for all filers, and except that third quarter data is timely through the 90^th day after the most recent fiscal year-end for a Smaller Reporting Company if the SRC expects to report income from continuing operations before taxes in the year just completed and has reported income from continuing operations before taxes in at least one of the two years previous to the year just completed. After the 45^th or 90^th day, as applicable, audited financial statements for that fiscal year must be included in the registration statement.

Example: A Form S-1 for a registrant with a calendar year-end with an interim balance sheet as of the end of the first quarter (March 31) cannot be declared effective after August 12^th without updating to the end of the second quarter (June 30). A Form S-1 for a calendar year-end company other than a Smaller Reporting Company with an interim balance sheet as of September 30 cannot be declared effective after February 14^th. (Last updated: 12/31/2010)

1220.3 Year-End Rule for Reporting Companies

Reporting companies required to file under Exchange Act Section 13(a) or 15(d) do not need to update third quarter interim financial statements until the 90^th day for non-accelerated filers (or 75^th day for accelerated filers, and 60^th day for large accelerated filers) ³ after their fiscal year-end, if they satisfy the three conditions of S-X 3-01(c) [S-X 8-08(b) for Smaller Reporting Companies]:

Unless all three conditions are met, if the staff accelerates the effective date of the registration statement after the 45th day following the fiscal year-end, it will request the company to include audited financial statements for the most recently completed fiscal year. This 45-day rule applies to both Smaller Reporting Companies and Other Reporting Companies.

With respect to condition (a) above:

A reporting company that has not filed its first Exchange Act report since an initial offering has not met condition (a).

With respect to conditions (b) and (c) above:

1220.4 Newly Formed Registrant which does not have Predecessor Operations

For a registrant that was not in existence at the end of its most recently completed fiscal year, audited financial statements are required as of a date less than 135 days before the initial filing date of the registration statement. Subsequent updates to comply with the 135 day rule may be made on an unaudited basis, except that audited financial statements are required if the effective date of the registration statement is more than 45 days after the company's fiscal yearend. [S-X 3-01(a)]

1220.5 Accommodation Applicable to Interim Updating for Timely Filers

The staff may accelerate the effective date of a registration statement if:

However, the staff may ask the registrant to confirm that the quarterly report will be timely filed after effectiveness and that there have been no material trends, events or transactions that arose after the date of the latest balance sheet included in the filing that would materially affect an investor's understanding of the registrant's financial condition and results of operations. A description of these items in the next quarter ordinarily will not suffice.

1220.6 Continuous and Shelf Offerings

When a prospectus is used more than nine months after the effective date of the registration statement, the audited financial statements contained in the prospectus must be as of a date not more than sixteen months prior to such use. [Securities Act Section 10(a)(3) and Regulation C, Rule 427] The updated financial statements must comply with the requirements of S-X 3-12 (S-X 8-08 for Smaller Reporting Companies). The registrant may update financial information via post-effective amendment or, if eligible, incorporation by reference; however, filing a post-effective amendment does not start a new nine-month period. The audited financial statements contained in a prospectus used after the effective date of such post-effective amendment must not be more than 16 months old. (Last updated: 6/30/2011)

1220.7 Proxy Statements

When an issuer's financial statements are included in proxy statements, the same guidance as for registration statements applies, except the date of mailing replaces the effective date.

Reporting and non-reporting domestic target companies must comply with the updating requirements of S-X 3-12, with non-reporting target companies following the requirements for non-accelerated filers. Reporting and non-reporting domestic target companies must update their third quarter interim financial statements to include its year-end financial statements during the intervening period between the 45^th day after its year-end and the date its annual report on Form 10-K would be due based on the issuer's (acquirer's) obligation to update during that period.

Reporting and non-reporting foreign business target companies must comply with the updating requirements of Item 8.A of Form 20-F.

1220.8 Form S-4/Proxy Statement
(Last updated: 3/31/2009)

Age of financial statements is based on the effective date of the Form S-4 and not the mailing of the proxy statement, unless mailing is delayed beyond the time necessary to prepare the material for mailing (generally no more than a few days after effectiveness of the S-4). Filings on Form F-4 by foreign private issuers are subject to an undertaking with respect to the age of financial statements that is not applicable to domestic registrants. See Section 6230.

1220.9 Form 10

Age of financial statements is based on the effective date of the filing. See Section 1310.2 for discussion of automatic effectiveness.

1220.10 Post-Effective Amendments Generally

Generally, post-effective amendments that amend the prospectus are considered new filings and, as a result, must include updated financial statements meeting the requirements of Regulation S-X at effectiveness of the amendment.

Amendment of a registration statement to provide an exhibit does not amend the prospectus.

1220.11 Post-Effective Amendments Consolidating Sticker Supplements for Real Estate

Post-effective amendments that consolidate supplements are not considered new filings for purposes of updating the registrant's financial statements if the duty to file a post-effective amendment is triggered solely by Undertaking 20.D. of Industry Guide 5. [Securities Act Release No. 6405]

1220.12 Effect of Holiday or Weekend

If the last day of the period after which financial statements must be updated (for example, the 134th day after the first, second, or third quarter-end, or the 89th day following a fiscal year-end for a non-accelerated filer) falls on a Saturday, Sunday or holiday, the filing may be made on the next following business day without updating the financial statements [Regulation C, Rule 417].