# ASC 323-10-S99: Investments—Equity Method and Joint Ventures — Overall — SEC 99 SEC Materials

Source: FASB Accounting Standards Codification, Basic View

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## ASC 323-10-S99: SEC 99 SEC Materials

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SEC content: yes

#### SEC Staff Guidance

##### [323-10-S99-1](https://asc.understandingaccounting.org/asc/323/10/#323-10-S99-1)

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The following is the text from SAB Topic 6.K.3, Undistributed Earnings of 50% or Less Owned Persons.

-   Facts: Rule 4-08(e)(2) of Regulation SX requires footnote disclosures of the amount of consolidated retained earnings which represents undistributed earnings of 50% or less owned persons (investee) accounted for by the equity method. The test adopted in ASR 302 to trigger disclosures about the registrant's restricted net assets (Rule 4-08(e)(3)) includes the parent's equity in the undistributed earnings of investees.
    
-   Question: Is the amount required for footnote disclosure the same as the amount included in the test to determine disclosures about restrictions?
    
-   Interpretive Response: Yes. The amount used in the test in Rule 4-08(e)(3) should be the same as the amount required to be disclosed by Rule 4-08(e)(2). This is the portion of the registrant's consolidated retained earnings which represents the undistributed earnings of an investee since the date(s) of acquisition. It is computed by determining the registrant's cumulative equity in the investee's earnings, adjusted by any dividends received, related goodwill write-downs, and any related income taxes provided.

##### [323-10-S99-2](https://asc.understandingaccounting.org/asc/323/10/#323-10-S99-2)

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The following is the text of SAB Topic 6.K.4.b, Application of Significant Subsidiary Test to Investees and Unconsolidated Subsidiaries.

-   b. Summarized financial statement requirements.
    
-   Facts: Rule 4-08(g) of Regulation S-X requires summarized financial information about unconsolidated subsidiaries and 50% or less owned persons (investee) to be included in the footnotes to the financial statements if, in the aggregate, they meet the tests of a significant subsidiary set forth in Rule 1-02(w).
    
-   Question 1: Must a registrant which includes separate financial statements or condensed financial statements for unconsolidated subsidiaries or investees in its annual report to shareholders also include in such report the summarized financial information for these entities pursuant to Rule 4-08(g)?
    
-   Interpretive Response: No. The purpose of the summarized information is to provide minimum standards of disclosure when the impact of such entities on the consolidated financial statements is significant. If the registrant furnishes more information in the annual report than is required by these minimum disclosure standards, such as condensed financial information or separate audited financial statements, the summarized data can be excluded. The Commission's rules are not intended to conflict with the provisions of FASB ASC subparagraph [323-10-50-3(c)](https://asc.understandingaccounting.org/asc/323/10/#323-10-50-3) (Investments—Equity Method and Joint Ventures Topic) which provide that either separate financial statements of investees be presented with the financial statements of the reporting entity or that summarized information be included in the reporting entity's financial statement footnotes.
    
-   Question 2: Can summarized information be omitted for individual entities as long as the aggregate information for the omitted entity(s) does not exceed 10% under any of the significance tests of Rule 1-02(w)?
    
-   Interpretive Response: The 10% measurement level of the significant subsidiary rule was not intended to establish a materiality criteria for omission, and the arbitrary exclusion of summarized information for selected entities up to a 10% level is not appropriate. Rule 4-08(g) requires that the summarized information be included for all unconsolidated subsidiaries and investees. However, the staff recognizes that exclusion of the summarized information for certain entities is appropriate in some circumstances where it is impracticable to accumulate such information and the summarized information to be excluded is de minimis.

##### [323-10-S99-3](https://asc.understandingaccounting.org/asc/323/10/#323-10-S99-3)

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[Paragraph superseded by Accounting Standards Update No. 2010-04](https://asc.understandingaccounting.org/updates/asu-2010-04/).

##### [323-10-S99-4](https://asc.understandingaccounting.org/asc/323/10/#323-10-S99-4)

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The following is the text of SEC Observer Comment: Accounting by an Investor for Stock-Based Compensation Granted to Employees of an Equity Method Investee.

-   Paragraph [323-10-25-3](https://asc.understandingaccounting.org/asc/323/10/#323-10-25-3) provides guidance on the accounting by an investor for stock-based compensation based on the investor's stock granted to employees of an equity method investee. Investors that are SEC registrants should classify any income or expense resulting from application of this guidance in the same income statement caption as the equity in earnings (or losses) of the investee.
