Imágenes de páginas
PDF
EPUB

statement which sets forth the individual statements of each subsidiary included in the consolidated statement.

(c) Consolidated or combined statements filed for subsidiaries not consolidated with the registrant shall not include any bank holding companies unless accompanied by consolidating or combining statements which set forth the individual statements of each included bank holding company subsidiary.

§ 210.4-12 Special requirements as to banks.

If two or more majority-owned subsidiaries of a person are banks and are directly owned by a single parent, there shall be filed, in lieu of individual statements for such subsidiaries, combined statements showing the minority interest separately and eliminating any material inter-bank items; except that the statements of any such subsidiary which on the date of filing is a closed or liquidating bank shall not be included in any combined statement. Except as provided in the preceding sentence, statements of banks shall not be included in any consolidated or combined statements.

[blocks in formation]

§ 210.4-14

Special requirements as to commercial, industrial and mining companies in the promotional, exploratory or development stage subject to §§ 210.5a-01 to 210.5a-07. The financial statements required by §§ 210.5a-01 to 210.5a-07 shall not be prepared on a consolidated basis but shall, insofar as practicable, be prepared so as to show the information for the registrant and each of its subsidiaries in parallel columns.

COMMERCIAL AND INDUSTRIAL COMPANIES

SOURCE: $ 210.5-01 to 210.5-04 appear at 15 FR. 9887, Dec. 29, 1950, unless otherwise noted.

[blocks in formation]

(1) Commercial, industrial, and mining companies in the promotional, exploratory or development stage (see §§ 210.5a-01 to 210.5a-07).

(2) Management investment companies (see §§ 210.6-01 to 210.6-10). (3) Unit investment trusts (see §§ 210.6-10a to 210.6-13).

(4) Face-amount certificate investment companies (see §§ 210.6-20 to 210.6-24).

(5) Insurance companies other than life and title insurance companies (see §§ 210.7-01 to 210.7-06).

(6) Committees issuing certificates of deposit (see §§ 210.8-01 to 210.8-03).

(7) Banks (see § 210.9-05).

(8) Brokers and dealers (see § 240.17a-5 of this chapter and form X-17A-5).

(b) Bank holding companies. Financial statements and schedules filed for bank holding companies shall be prepared in accordance with §§ 210.5-01 to 210.5-04 except that §§ 210.9-01 to 210.9-04, inclusive, shall be applicable thereto.

[15 F.R. 9387, Dec. 29, 1950, as amended at 16 F.R. 2655, Mar. 24, 1951]

§ 210.5-02 Balance sheets.

Except as otherwise permitted by the Commission, the balance sheets filed for persons to whom this article is applicable shall comply with the following provisions:

ASSETS AND OTHER DEBITS
CURRENT ASSETS (SEE § 210.3-13)

1. Cash and cash items. State separately (a) cash on hand, demand deposits and time deposits; (b) call loans; and (c) funds subject to withdrawal restrictions.

2. Marketable securities. Include only securities having a ready market. Securities of affiliates shall not be included here. State the basis of determining the amount at which carried. The aggregate cost, and aggregate amount on the basis of current market quotations, shall be stated parenthetically or otherwise.

3. Notes receivable (trade).

4. Accounts receivable (trade).

5. Reserves for doubtful notes and accounts receivable (trade). Notes and accounts receivable known to be uncollectible shall be excluded from the assets as well as from the reserve accounts.

6. Inventories. (a) State separately here, or in a footnote referred to herein, if practicable, the major classes of inventory such as (1) finished goods; (2) work in process; (3) raw materials; and (4) supplies.

(b) The basis of determining the amounts shall be stated. If a basis such as "cost,"

"market," or "cost or market whichever is lower" is given, there shall also be given, to the extent practicable, a general indication of the method of determining the "cost" or "market": e.g., "average cost," "first-in, first-out," or "last-in, first-out."

7. Other current assets. (a) State separately (1) total of current amounts, other than trade accounts subject to the usual trade terms, due from directors, officers, and principal holders of equity securities other than affiliates; (2) total of current amounts due from parents and subsidiaries; and (3) any other amounts in excess of ten percent of total current assets, indicating any such amount due from affiliates other than parents and subsidiaries.

(b) Indebtedness of a parent or subsidiary, or any affiliate designated under (a) (3) shall not be considered as current unless the net current asset position of such person justifies such treatment. In the registrant's balance sheet show separately that indebtedness which in the related consolidated balance sheet is (1) eliminated and (2) not eliminated.

8. Total current assets.

INVESTMENTS

9. Securities of affiliates. State the basis of determining the amount. State separately the amounts which in the related consolidated balance sheet are (a) eliminated and (b) not eliminated.

10. Indebtedness of affiliates; not current. State separately the indebtedness which in the related consolidated balance sheet is (a) eliminated and (b) not eliminated.

11. Other security investments. State the basis of determining the amount. If available, state parenthetically or otherwise, the aggregate amount on the basis of market quotations.

12. Other investments. State separately, by class of investments, any items in excess of ten percent of the amount of all assets other than fixed and intangible.

FIXED ASSETS

(a)

13. Property, plant and equipment. State separately here, or in a footnote referred to herein, if practicable, each major class, such as land, buildings, machinery and equipment, leaseholds or functional grouping, and the basis of determining the amounts.

(b) Tangible and intangible utility plant of a public utility company shall be segregated so as to show separately the original cost, plant acquisition adjustments, and plant adjustments, as required by the system of accounts prescribed by the applicable regulatory authorities. This rule shall not be applicable in respect of companies which are not otherwise required to make such a classification or have not completed the necessary original cost studies. If such classification is not otherwise required or if such original cost studies have not been completed, an appropriate explanation of the

circumstances shall be set forth in a note which shall include a specific statement as to the status of the original cost studies and, to the extent practicable, the results indicated thereby.

14. Reserves for depreciation, depletion, and amortization of property, plant and equipment (or reserves in lieu thereof).

INTANGIBLE ASSETS

15. Patents, trade marks, franchises, goodwill, and other intangible assets. State the basis of determining the amounts.

16. Reserves for depreciation and amortization of intangible assets.

DEFERRED CHARGES

17. Prepaid expenses and other deferred items. State separately any material items. Prepayments of services to be received within one year, may, however, be included under caption 7.

18. Organization expense. State the method of amortization, if any.

19. Debt discount and expense. State the method of amortization.

20. Commissions and expense on capital shares. State the method of amortization, if any. These items may be shown as deductions from surplus.

OTHER ASSETS

21. Other assets. State separately (a) total of amounts due from directors, officers, and principal holders of equity securities other than affiliates; (b) each pension or other special fund; and (c) any other item in excess of ten percent of the amount of all assets other than fixed and intangible. LIABILITIES, CAPITAL SHARES, AND SURPLUS CURRENT LIABILITIES (SEE § 210.3-14)

22. Notes payable. State separately amounts payable (a) to banks; (b) to trade; and (c) to others.

23. Accounts payable (trade).

24. Accrued liabilities. State separately (a) accrued payrolls; (b) tax liability; (c) interest; and (d) any other material items. 25. Other current liabilities. State separately (a) dividends declared; (b) bonds, mortgages and similar debt; (c) total of current amounts due to parents and subsidiaries, showing separately in the registrant's balance sheet the amounts which in the related consolidated balance sheet are (1) eliminated and (2) not eliminated; (d) total of current amounts, other than items arising in the ordinary course of business, due directors, officers, and principal holders of equity securities other than affiliates; and (e) any other item in excess of ten percent of total current liabilities, indicating any such liability due to affiliates other than parents and subsidiaries. Remaining items may be shown in one amount. 26. Total current liabilities.

DEFERRED INCOME

27. Deferred income.

LONG-TERM DEBT

28. Bonds, mortgages and similar debt. State separately here, or in a note referred to herein, each issue or type of obligation and such information as will indicate (a) the general character of each type of debt including the rate of interest; (b) the date of maturity, or if maturing serially, a brief indication of the serial maturities, such as "maturing serially from 1950 to 1960"; (c) the aggregate amount of maturities, and sinking fund requirements, each year for the 5 years following the date of the balance sheet; (d) if the payment of principal or interest is contingent, an appropriate indication of such contingency; (e) a brief indication of priority; and (f) if convertible, the basis.

29. Indebtedness to affiliates; not current. State separately indebtedness which in the related consolidated balance sheet is (a) eliminated and (b) not eliminated.

30. Other long-term debt. Include under this caption all amounts of long-term debt not provided for under captions 28 and 29 above. State separately (a) total amounts due banks, (b) total amounts due directors, officers, and principal holders of equity securities other than affiliates and (c) other longterm debt, specifying any material item. Indicate whether secured. Show here, or in a note referred to herein, the information required under caption 28.

OTHER LIABILITIES

31. Other liabilities. State separately any amount in excess of ten percent of the total of liabilities other than long-term debt.

32. Commitments and contingent liabilities. (See §§ 210.3-18 and 210.3-19(g).)

RESERVES, NOT SHOWN ELSEWHERE

33. Reserves, not shown elsewhere. State separately each major class and indicate clearly its purpose.

CAPITAL SHARES AND SURPLUS

(See § 210.3-01(a))

34. Capital shares. State for each class of shares the title of issue, the number of shares authorized, the number of shares outstanding and the capital share liability thereof, and, if convertible, the basis of conversion. Show also the dollar amount, if any, of capital shares subscribed but unissued, and of subscriptions receivable thereon.

35. Surplus. (a) Separate captions shall be shown for (1) paid-in surplus; (2) surplus arising from revaluation of assets; (3) other capital surplus; and (4) earned surplus (1) appropriated and (ii) unappropriated.

(b) If undistributed earnings of subsidiaries are included, state the amount thereof parenthetically, or otherwise. However, in a consolidated statement, the preceding sen

tence shall have reference only to the undistributed earnings of subsidiaries not consolidated in such statement.

(c) Subsequent to the effective date of a quasi-reorganization any description of earned surplus shall indicate the point of time from which the new earned surplus dates and for a period of at least three years shall indicate the total amount of the deficit eliminated.

(d) An analysis of each surplus account setting forth the information prescribed in § 210.11-02 shall be given for each period for which a profit and loss statement is filed, as a continuation of the related profit and loss statement or in the form of a separate statement of surplus, and shall be referred to here. [15 F.R. 9387, Dec. 29, 1950, as amended at 16 F.R. 2655, Mar. 24, 1951]

[blocks in formation]

Except as otherwise permitted by the Commission, the profit and loss or income statements filed for persons to whom this article is applicable shall comply with the provisions of this section.

(a) All items of profit and loss given recognition in the accounts during the period covered by the profit and loss or income statements shall be included.

(b) Only items entering into the determination of net income or loss may be included.

(c) If income is derived from both gross sales (caption 1A below) and operating revenues (caption 1B below), the two classes may be combined in one amount if the lesser amount is not more than 10 percent of the sum of the two items. If these items are combined, the cost of goods sold (caption 2A below) and operating expenses (caption 2B below) may be combined in one amount.

1A. Gross sales less discounts, returns, and allowances. State separately, if practicable, (a) sales to parents and subsidiaries and (b) sales to others.

2A. Cost of goods sold. (a) State the amount of cost of goods sold as regularly computed under the system of accounting followed. Indicate the amount of opening and closing inventories used in the computation, and state the basis of determining such amounts.

(b) Merchandising organizations, both wholesale and retail, may include occupancy and buying costs under this caption. However, publicity costs shall be included under caption 4 below or shown separately.

1B. Operating revenues.

State separately,

if practicable, revenues from (a) parents and subsidiaries and (b) others. A public utility company using a uniform system of accounts or a form for annual report prescribed

by Federal or State authorities, or a similar system or report, shall follow the general segregation of revenues prescribed by such system or report.

2B. Operating expenses. State separately, if practicable, purchases from and services rendered by (a) parents and subsidiaries and (b) others. A public utility company using a uniform system of accounts or a form for annual report prescribed by Federal or State authorities, or a similar system or report, may follow the general segregation of operating expenses prescribed by such system or report.

3. Other operating expenses. State separately any material amounts not included in caption 2A or 2B above.

4. Selling, general, and expenses.

administrative

5. Provision for doubtful accounts.

6. Other general expenses. Include items not normally included in caption 4 above. State separately any material amount.

OTHER INCOME

7. Dividends. State separately, if practicable, the amount of dividends from (a) securities of affiliates, (b) marketable securities, and (c) other security investments.

8. Interest on securities. State separately, if practicable, the amount of interest from (a) securities of affiliates, (b) marketable securities, and (c) other security investments.

9. Profits on securities. Profits shall be stated net of losses. No profits on the person's own securities, or those of its affiliates, shall be included under this caption. State here or in a note herein referred to the method followed in determining the cost of securities sold, e. g., "average cost," “firstin, first-out," or "identified certificate."

10. Miscellaneous other income. State separately any material amounts, indicating clearly the nature of the transactions out of which the items arose.

INCOME DEDUCTIONS

11. Interest and debt discount and expense. State separately (a) interest on bonds, mortgages, or similar debt; (b) amortization of debt discount and expense or premiums; and (c) other interest.

12. Losses on securities. Losses shall be stated net of profits. No losses on the person's own securities, or those of its affiliates, shall be included under this caption. State here or in a note herein referred to the method followed in determining cost of securities sold, e. g., "average cost," "first-in, first-out" or "identified certificate."

13. Miscellaneous income deductions. State separately any material amounts, indicating clearly the nature of the transactions out of which the items arose.

14. Net income or loss before provision for taxes on income.

15. Provision for income and excess-profits taxes. State separately (a) Federal normal

income tax and surtax; (b) Federal excessprofits tax; and (c) other income taxes. 16. Net income or loss.

17. Special items. State separately and describe each item of profit and loss given recognition in the accounts, included herein pursuant to § 210.5-03 (a), and not included in the determination of net income or loss (Item 16).

18. Net income or loss and special items. See § 210.5-02 (caption 35 (d)).

[15 F.R. 9387, Dec. 29, 1950, as amended at 16 F.R. 2655, Mar. 24, 1951]

§ 210.5-04 What schedules are to be filed.

(a) Except as

expressly provided otherwise in the applicable form:

(1) The schedules specified below in this section as Schedules I, IX, XI, XIII, XIV and XV shall be filed as of the date of the most recent balance sheet filed for each person or group: Provided, That any such schedule (other than Schedule I) may be omitted if all the following conditions exist:

(i) The financial statements are being filed as part of an annual or other periodic report;

(ii) The information that would be shown in the respective columns of such schedule would reflect no changes as to any issue of securities of the registrant or any significant subsidiary in excess of 5 percent of the outstanding securities of such issue as shown in the most recently filed annual report containing such schedule; and

(iii) Any information required by columns G and H of Schedule XIIICapital shares, is shown in the related balance sheet or in a footnote thereto.

Such schedules shall be certified if the related balance sheet is certified.

(2) All other schedules specified below in this section shall be filed for each period for which a profit and loss statement is filed. Such schedules shall be certified if the related profit and loss statement is certified.

(b) The information required in schedules for the registrant and for the registrant and its subsidiaries consolidated may be presented in the form of a single schedule, provided that items pertaining to the registrant are separately shown and that such single schedule affords a properly summarized presentation of the facts.

(c) Reference to the schedules shall be made against the appropriate captions of the balance sheet and the profit and loss statement.

(d) If the information required by any schedule (including the footnotes thereto) may be shown in the related balance sheet without making such statement unclear or confusing, that procedure may be followed and the schedule omitted.

Schedule I-Marketable securities; other security investments. The schedule presented by § 210.12-02 shall be filed:

(1) In support of caption 2 of a balance sheet, if the greater of the aggregate amount of marketable securities on the basis of current market quotations or the amount at which carried in such balance sheet constitutes 15 percent or more of total assets.

(2) In support of caption 11 of a balance sheet if the amount at which other security investments is carried in such balance sheet constitutes 15 percent or more of total assets.

(3) In support of captions 2 and 11 of a balance sheet if the amount at which other security investments is carried in such balance sheet plus the greater of the aggregate amount of marketable securities on the basis of current market quotations or the amount at which carried on such balance sheet constitutes 20 percent or more of total assets. Schedule II-Amounts due from directors, officers, and principal holders of equity securities other than affiliates. The schedule prescribed by § 210.12-03 shall be filed with respect to each person among the directors, officers and principal holders of equity securities other than affiliates, from whom an aggregate indebtedness of more than $20,000 or 1 percent of total assets, whichever is less, is owed, or at any time during the period for which related profit and loss statements are filed, was owed. For the purposes of this schedule, exclude in the determination of the amount of indebtedness all amounts due from such persons for purchases subject to usual trade terms, for ordinary travel and expense advances and for other such items arising in the ordinary course of business.

Schedule III-Investments in securities of affiliates. The schedule prescribed by § 210.12-04 shall be filed in support of caption 9 of each balance sheet: Provided, That this schedule may be omitted if (1) neither the sum of captions 9 and 10 in the related balance sheet nor the amount of caption 29 in such balance sheet exceeds 5 percent of total assets (exclusive of intangible assets) as shown by the related balance

sheet at either the beginning or end of the period or (2) there have been no changes in the information required to be filed from that last previously reported.

Schedule IV-Indebtedness of affiliates; not current. The schedule prescribed by § 210.12-05 shall be filed in support of caption 10 of each balance sheet. This schedule and Schedule X may be combined if desired. This schedule may be omitted if (1) neither the sum of captions 9 and 10 in the related balance sheet nor the amount of caption 29 in such balance sheet exceeds 5 percent of total assets (exclusive of intangible assets) as shown by the related balance sheet at either the beginning or end of the period, or (2) there have been no changes in the information required to be filed from that last previously reported.

Schedule V-Property, plant, and equipment. The schedule prescribed by § 210.12-06 shall be filed in support of caption 13 of each balance sheet, provided that this schedule may be omitted if the total shown by caption 13 does not exceed 5 percent of total assets (exclusive of intangible assets) as shown by the related balance sheet at both the beginning and end of the period and if neither the additions nor deductions during the period exceeded 5 percent of total assets (exclusive of intangible assets) as shown by the related balance sheet.

Schedule VI-Reserves for depreciation, depletion, and amortization of property, plant, and equipment. The schedule prescribed by § 210.12-07 shall be filed in support of caption 14 of each balance sheet. This schedule may be omitted if Schedule V is omitted.

Schedule VII-Intangible assets. The schedule prescribed by § 210.12-08 shall be filed in support of caption 15 of each balance sheet.

Schedule VIII-Reserves for depreciation and amortization of intangible assets. The schedule prescribed by § 210.12.-09 shall be filed in support of caption 16 of each balance sheet.

Schedule IX-Bonds, mortgages and similar debt. The schedule prescribed by § 210.12-10 shall be filed in support of caption 28 of each balance sheet.

Schedule X-Indebtedness to affiliates; not current. The schedule prescribed by § 210.12-11 shall be filed in support of caption 29 of each balance sheet. This schedule and Schedule IV may be combined if desired. This sched

« AnteriorContinuar »