Securities offerings and listings in the US: an ... - Latham & Watkins

Chapter 5 – Required financial statement disclosureAnnual and interim financialstatements(i) Audited annual financial statementsWhat must be provided?Consolidated annual financial statements of the issuer, audited by an independentauditor and accompanied by an audit report, consisting of: 186• balance sheet;• income statement;• statement of changes in equity;• cashflow statement;• related notes and schedules required by the system of accounting standards underwhich the financial statements were prepared; and• if not included in the primary financial statements, a note analyzing the changes ineach caption of shareholders’ equity presented in the balance sheet.Note that separate financial statements may need to be included for guarantors, andthat both separate financial statements and certain pro forma financial informationmay be required for acquired entities.How many years must be included? Audited financial statements must cover each of the latest three financial years, 187except that:• if the issuer has been in existence less than the prescribed number of years, it issufficient to provide information for the life of the issuer and its predecessors; 188• if a jurisdiction outside the United States does not require a balance sheet for theearliest year of the three-year period, that balance sheet may be omitted; 189 and• in an initial registration statement, if the financial statements are presented inaccordance with US Gaap (rather than reconciled to US Gaap), the earliest of the threeyears of financial statements may be omitted if that information has not previously beenincluded in a filing made under the Securities Act or the Exchange Act. 190In addition, whenever audited financial statements are required for a period of one,two or three years, under S-X Rule 3-06 a single audited period of nine to 12 monthsmay count as a year if:www.iflr.comUS SECURITIES OFFERINGS: A GUIDE FOR NON-US ISSUERS31