(Last updated: 12/31/2010)
1370.1 Parent/Subsidiary
(Last updated: 6/30/2011)
The staff would not object to combined periodic reporting for parent and subsidiary registrants in cases where the parent owns substantially all of the stock of the subsidiary, there are no more than nominal differences between the financial statements of the parent and the subsidiary and the non-financial disclosures of the parent and subsidiary are substantially similar, if the following is included in the combined Forms 10-K and the combined Forms 10-Q, as applicable, in addition to the other non-financial disclosures required by the forms:
  1. Separate audit reports - materiality considerations should be assessed for each entity
  2. Separately reviewed interim financial statements for each entity;
  3. Separate reports on disclosure controls and procedures and internal control over financial reporting for each entity;
  4. Separate complete sets of financial statements, e.g. balance sheet, statement of comprehensive income, statement of cash flows, and statement of changes in stockholders equity, as applicable for each entity;
  5. Separate footnotes for areas that differ between the parent and the subsidiary, such as debt and capital structure, including redemption provisions; and
  6. Separate CEO/CFO Certifications for each entity.

With respect to other disclosure items required by the forms, any material differences between the parent and the subsidiary should be discussed separately.
1370.2 Multiple Series Registrants
Multiple series registrants are formed as trusts or partnerships under state law, which establishes the registrant as a legal entity and as an issuer. For purposes of SEC reporting, the trust (or partnership) is the sole registrant, not the individual series. However, separate financial statements of each individual series must be provided because an investor invests in an individual series of the trust (partnership). The staff will accept the filing of one periodic report for the legal registrant/series, but certain separate reporting should be applied at both the legal registrant and the series level. Separately provide, prepare or evaluate as applicable the following for the legal registrant and for each series:
  1. Separate financial statements and audit reports - in preparing these reports materiality should also be assessed at the separate series level;
  2. Separately reviewed interim financial statements;
  3. Separate reports on disclosure controls and procedures and internal control over financial reporting; and
  4. Separate assessments of materiality for S-K and S-X purposes, including S-X 3-05, 3-09, and 4-08.

In addition, multiple series registrants should include in the "controls and procedures" disclosure of their periodic reports a statement that the CEO/CFO certifications are applicable to each of the series as well as to the trust (partnership).
See Section 2410.9 for more details regarding the S-X 3-09 significance calculations for multiple series registrants.
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